Stryker hereby grants to Customer a limited, personal, nonexclusive, and nontransferable license to use the computer software package (the “Software”) necessary for the operation of the Equipment on the terms and conditions defined or referenced herein for so long as Customer may own or have valid access to the Equipment. THIS LICENSE DOES NOT EXTEND TO ANY MAINTENANCE OR SERVICE SOFTWARE SHIPPED TO OR LOCATED AT CUSTOMER’S PREMISES WHICH IS INTENDED TO ASSIST STRYKER EMPLOYEES OR AGENTS IN THE INSTALLATION, TESTING, SERVICE, AND MAINTENANCE OF THE EQUIPMENT.

THE LICENSE HEREBY GRANTED TO CUSTOMER DOES NOT INCLUDE ANY RIGHT TO USE THE SOFTWARE FOR PURPOSES OTHER THAN STANDARD OPERATION OF THE EQUIPMENT OR TO COPY, REPRODUCE, SELL, ASSIGN, TRANSFER, OR SUBLICENSE THE SOFTWARE FOR ANY PURPOSE, IN WHOLE OR IN PART, WITHOUT THE PRIOR WRITTEN CONSENT OF STRYKER, WHICH STRYKER MAY WITHHOLD IN ITS SOLE DISCRETION. If such permission is obtained, Customer agrees to apply Stryker’s copyright notice or other identifying legends to such copies or reproductions.

The rights herein granted to Customer shall not affect the exclusive ownership by Stryker of the Software or of any trademarks, copyrights, patents, trade secrets, proprietary rights, or other property rights of Stryker (or any of Stryker’s suppliers or licensors) pertaining to the Software.

Customer agrees that only authorized employees or agents of Customer will use the Software or have access to the same (or to any part thereof) and that none of Customer’s employees or agents will disclose any part or all of the Software, or permit any part or all the same to be used by any person or entity other than those identified herein. Customer acknowledges that certain of Stryker’s rights may be provided from license agreements with third parties and, as such, Customer agrees to preserve the confidentiality of information provided to Stryker under such third party license agreements.

Customer is prohibited from making any modifications to the Software. If Customer modifies the Software in any manner, all warranties associated with the Software and the Equipment shall become null and void. If Customer or any of its officers, employees, or agents should make any revisions, enhancements, or improvements in the Software, Customer shall promptly disclose such improvements to Stryker and shall become the property of Stryker. Customer shall convey any and all title to such revisions, enhancements or improvements to Stryker.

The Software is licensed to Customer provided that (a) Customer shall maintain the configuration of the Equipment as it was originally designed and manufactured and (b) the Equipment includes only those subsystems and components certified by Stryker. The Software may not perform as intended on systems modified by personnel other than those under the direct supervision of Stryker or on systems which include subsystems or components not certified by Stryker. Stryker does not assume any responsibility or liability with respect to unauthorized modification or substitution of subsystems or components.

IF CUSTOMER NO LONGER USES THE SYSTEM, CHOOSES TO “SWAP OUT” AND/OR “TRADE IN” THE EQUIPMENT OR REPAIR THE SOFTWARE, CUSTOMER IS SOLELY RESPONSIBLE FOR MAINTAINING POSSESSION AND CONTROL OF THE SOFTWARE UNTIL PROPERLY DELIVERED TO STRYKER OR ITS AGENTS.  CUSTOMER IS RESPONSIBLE FOR PROVIDING IMMEDIATE WRITTEN NOTIFICATION TO STRYKER AT LEAST FOURTEEN (14) DAYS PRIOR TO ALLOWING ACCESS TO THE SAME BY ANY PARTY NOT RELATED TO, OR AFFILIATED WITH, CUSTOMER OR STRYKER.

OTHER THAN ANY WARRANTY PROVIDED HEREIN, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STRYKER AND ITS SUPPLIERS MAKE NO OTHER EXPRESS WARRANTIES UNDER THIS SOFTWARE LICENSE AGREEMENT, AND DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING OR PERFORMANCE, OR USAGE OF TRADE. STRYKER AND ITS LICENSORS DO NOT WARRANT THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED OR THAT IT WILL BE FREE FROM DEFECTS OR THAT IT WILL MEET YOUR REQUIREMENTS.

Customer hereby acknowledges that the Software is or may be subject to one (1) or more export control laws or regulations, and agrees that it will not transfer, export or re-export the Software without complying with all applicable export control laws and regulations. Customer agrees it will not export or re-export the software to a national of a country listed in “Country Groups” D:1 or E:2 (as defined in the Export Administration Regulations), nor will Customer export or re-export the direct product of the software to such Country Groups without first obtaining a license from the U.S. Department of Commerce. The obligations in this paragraph shall survive the expiration or termination of this Agreement.

Customer shall cause each authorized user of the Software to abide by the terms and conditions of this Software License Agreement as if each were a party hereto.

This license shall continue for as long as Customer continues to use the Equipment, except that Stryker may terminate this license in the event of any default by Customer where such default has not been cured by the Customer to Stryker’s satisfaction within 20 calendar days. Customer agrees to cease use and return the Software and any authorized copies thereof to Stryker immediately upon expiration or termination of this license.