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Agreement #ZO02306005
<br />ZOLL ONE PROGRAM
<br />MASTER AGREEMENT
<br />This ZOLL ONE PROGRAM MASTER AGREEMENT, including all attachments attached hereto and hereby made a part hereof ("Master
<br />Agreement"), is entered into by and between ZOLL Medical Corporation, a Massachusetts corporation with its principal place of business
<br />at 269 Mill Road, Chelmsford, MA 01824 ("Lessor"), and Cabarrus County EMS with offices at 793 Cabarrus Avenue W., Concord, NC
<br />28027 ("Lessee"). This agreement will be effective upon the date of last signature ("Effective Date").
<br />1. MASTER AGREEMENT; SCHEDULES. Lessor hereby leases to Lessee and Lessee leases from Lessor the equipment ("Equipment")
<br />described in any Equipment Schedule executed from time to time by Lessor and Lessee, the form of which is attached as Exhibit A hereto
<br />(the "Schedule" or "Schedules"), upon the terms and conditions set forth in this Master Agreement and the Schedules. In addition to leasing
<br />the Equipment, (i) if RescueNet® CaseReview is included in the applicable quote, then Lessor will also provide Lessee with RescueNet®
<br />CaseReview pursuant to the terms and conditions of the ALS/BLS Software Solutions Master Application Service Provider Agreement
<br />attached as Exhibit B hereto (the "ASP Agreement"), otherwise Exhibit B does not apply to this Master Agreement, and (ii) if the Worry
<br />Free Service Plan ("Service Plan") is included in the associated quote, then Lessor will also provide Lessee with Service Plan pursuant to
<br />the terms and conditions of the Service Plan attached as Exhibit C hereto, otherwise, the Exhibit C does not apply to this Master Agreement.
<br />In the event of any conflict between the terms and conditions contained in this Master Agreement and the terms and conditions contained
<br />in the ASP Agreement, the terms and conditions in Exhibit B shall control.
<br />2. TERM. The term is this Master Agreement ("Term") begins on the effective date of the first Schedule incorporating this Master
<br />Agreement and continues until terminated. The term of each Schedule begins on the effective date of such Schedule and ends on the
<br />termination date of such Schedule. ("Rental Term"). However, no termination by the Lessee of this Master Agreement shall be effective
<br />with respect to any Schedule until the expiration or termination of such Schedule and the satisfaction by Lessee of all of its obligations
<br />hereunder with respect thereto.
<br />3. RENT; LATE CHARGES. As rent for the Equipment, Lessee agrees to pay the amounts specified in the applicable Schedule on the
<br />due dates specified therein ("Rent"). If any part of any Rent payment or other amount due under this Master Agreement is not paid within
<br />five (5) days of its due date, Lessee agrees to pay Lessor a charge for every month after the first month in which the amount is late to
<br />compensate Lessor for the inability to reinvest the amount, which charge is stipulated and liquidated at 1.5% of the delayed amount per
<br />month (or the lesser rate that is the maximum rate allowable under applicable law) in addition to the unpaid amount.
<br />4. NON -CANCELABLE; WAIVER OF DEFENSES TO PAYMENT. Lessee acknowledges that it is receiving special pricing on the
<br />Equipment in exchange for its commitment to pay Rent for the entire Rental Term of each Schedule. Lessee agrees that it has an absolute
<br />and unconditional obligation to pay all Rent and other amounts when due. Lessee is not entitled to abate, reduce or recoup Rent or any
<br />other amount due, or to set off any charge against any such amount for any reason whatsoever. Lessee hereby waives any recoupment,
<br />crossclaim, counterclaim, or any other defense at law or in equity to any Rent payment, whether any such defense arises out of this Master
<br />Agreement. There is no "test period" for Equipment that would delay acceptance or the commencement of any Schedule term.
<br />5. EQUIPMENT RETURN REQUIREMENTS. Upon expiration or earlier termination of this Master Agreement or an applicable
<br />Schedule, Lessee shall either (a) return the Equipment in accordance with this Section or (b) purchase the Equipment at the Fair Market
<br />Value as set forth in Section 8, in which case right, title and interest shall transfer to Lessee upon payment. In the event Lessee elects to
<br />return the Equipment to Lessor, such return must be made within sixty (60) days of the end of the applicable Rental Term or promptly upon
<br />Lessee receiving replacement Equipment, whichever occurs first. If Lessee fails to return Equipment to Lessor under the terms set forth in
<br />this section, then Lessee shall pay two times (2x) the monthly fee until the Equipment is received by Lessor. For all Equipment returned to
<br />Lessor, Lessee shall (a) remove any Lessee labels, tags or other non -factory markings on the Equipment and wipe clean or permanently
<br />delete all data contained on the Equipment, including, any data contained on internal or external drives, discs, or accompanying media, (b)
<br />pack the Equipment in accordance with the Lessor's guidelines, and (c) deliver such Equipment to Lessor at any destination within the
<br />continental United States designated by Lessor. All dismantling, packaging, transportation, in -transit insurance and shipping charges shall
<br />be borne by Lessee. All Equipment shall be returned to Lessor in the same condition and working order as when delivered to Lessee,
<br />reasonable wear and tear excepted. The return of the Equipment shall constitute a full release by Lessee of any leasehold rights or possessory
<br />interest in the Equipment.
<br />6. EQUIPMENT USE; MAINTENANCE AND ADDITIONS. Lessee shall, at all times during the applicable Rental Term (a) operate
<br />and maintain the Equipment in good working order, repair and condition, and in accordance with the manufacturer's specifications and
<br />recommendations and, all applicable laws and regulations, and (b) purchase and use only accessories provided by Lessor for use with the
<br />Equipment. Lessee shall make no alterations or additions to the Equipment, except those that will not result in the creation of any security
<br />interest, lien or encumbrance on the Equipment or impair the value or use of the Equipment either at the time made or at the end of the
<br />Rental Term of the applicable Schedule, and that are readily removable without damage to the Equipment. Any such alterations or additions
<br />may void the Worry -Free Service Plan. Additionally, Lessor shall not be responsible for any Equipment defect or failure of the Equipment
<br />to perform any specified function, or any other nonconformance of the Equipment caused by or attributable to (i) any modification of the
<br />Equipment by the Lessee without prior written approval of Lessor; (ii) the use of the Equipment with any associated or complementary
<br />equipment accessory or software not specified by Lessor; (iii) any misuse or abuse of the Equipment: (iv) exposure of the Equipment to
<br />conditions beyond the environmental, power or operating constraints specified by Lessor; or (v) installation or wiring of the Equipment
<br />other than in accordance with Lessor's instructions. LESSOR'S OBLIGATIONS DURING THE TERM WITH RESPECT TO THE
<br />V3.2 (02-23-2024)-FMV
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