Unless otherwise set forth in the Exhibits, Digit Systems will provide Customer the Services on the equipment identified (“Equipment”), at the location described (“Equipment Site”), and for the prices set forth in this Agreement, including:

1. Equipment quality performance assurance service as scheduled by Digit Systems to include a general service inspection and review of system operation, calibrating the system as necessary, system lubrication and filter replacement or cleaning, completing minor operational and other remedial maintenance of a non-emergency nature. Digit Systems will provide such planned maintenance during the Service Coverage hours (as defined in Paragraph 3 below) at a time that is mutually agreed upon; and
2. Repair service, due to Equipment malfunction, as required. Repair service includes the cost of replacement parts as required on an exchange (refurbished or new) basis and labor to install the replacement parts. Replaced parts become Digit Systems’ property and may be promptly removed by Digit Systems from the equipment site. The prices set forth in this Agreement are subject to change if the Equipment is upgraded or reconfigured.

The services do not include:

1. Servicing or replacing components of the equipment other than those listed in the exhibits;
2. Providing any service or parts specifically excluded under this agreement;
3. Providing or paying the cost of any rigging, facility, structural alteration, or accessory incident to the services or Equipment;
4. Servicing the equipment if the equipment site or equipment is contaminated with blood or other potentially infectious substances;
5. Any service necessary due to:

1. A design, specification or instruction provided by Customer or Customer representative;
2. The failure of anyone other than Digit Systems’ subcontractor or Digit Systems to comply with Digit Systems’ written instructions or recommendations;
3. Any combining of the equipment with a product or software of other manufacturers other than those recommended by Digit Systems;
4. Any alteration or improper storage, handling, use or maintenance of the equipment by anyone other than Digit Systems’ subcontractor or Digit Systems;
5. Damaged caused by an external source, regardless of nature; 
6. Failure to maintain the equipment site’s environment (including temperature and humidity control, incoming power quality, incoming water quality(Temperature), water chiller failure and fire protection system) 
7. Any removal or relocation of the equipment; or
8. Neglect or misuse of the equipment;
9. A customer’s special request not related to an equipment malfunction;

1. Any cost of materials, supplies, parts or labor supplied by any party other than Digit Systems or Digit Systems’ subcontractors;
2. Any parts and liquid helium due to the customer’s improper maintenance of site environments (such as loss power) for correct cryosystem operation 
3. The cost of consumable materials, including but not limited to cushions, knee supports, pads, magnetic media, film, batteries or other supply items, unless specifically included in this agreement; 
4. The cost of factory reconditioning;
5. Providing software updates, back-up copies of software, or the programming of custom code;
6. Maintenance or repair, including the cost thereof, of the third-party products including but not limited to HVAC systems and chiller systems, unless specifically included in this agreement; or
7. The cost of power conditioners, power filters, surge suppressors, uninterruptible power supplies and evacuated devices such as x-ray tubes unless specifically included in this agreement.

Unless otherwise set forth in the exhibits, Digit Systems will provide customer the services: Premium Service:Mondays through Sundays,9:00 am to 10:00 pm | Full Service: Mondays through Fridays, 9:00am to 5:00pm customer local time, excluding Digit Systems observed holidays (“Service Coverage”). Services meaning customer contacting Digit Systems to request Services. Unless otherwise set forth in the exhibits, travel necessary to perform the services during the service coverage hours is included. Subject to the availability of personnel and repair parts, Digit Systems will provide, at customer request and additional expense, service relating to certain excluded items (invoice at Digit systems’ current standard rates for material and labor) or service outside the service coverage hours (invoiced at Digit Systems applicable rates for out-of-hours service of this type and effect for service contract customers with this equipment, including round trip time). Customer will be charged a minimum of two hours on-site time plus applicable travel charges per service visit. Other travel expenses and overnight living expenses will be charged at actual cost on accordance with Digit Systems standards for business expense reimbursement of Digit Systems employees.

Digit Systems ensures same day remote support response (4 hr.), and will use reasonable effort to provide same day onsite support, however, if onsite support is deemed needed by the engineer, it will be scheduled 24hrs. in advance or after the first event. Down system will be managed on a call-by-call basis.

During the term of this agreement customer will:

1. Assure that the equipment site is maintained in a clean and sanitary condition and that the equipment is cleaned and decontaminated after contact with blood or other potentially infectious material;
2. Dispose of any hazardous or biological waste generated as a result of Digit Systems servicing the equipment;
3. Maintain the equipment site and environment (including temperature and humidity control, incoming power quality, incoming water quality(Temperature), water chiller and fire protection system) in a condition suitable for operation of the equipment;
4. Operate the equipment in accordance with the published manufacturer’s operating instructions;
5. Make normal operator adjustments to the equipment as specified in the published manufacturer’s operating instructions;
6. Provide Digit Systems a secure location to store a Digit Systems remote services router (or a customer owned router acceptable to Digit Systems) for connection to the equipment and customer network;
7. Provide Digit Systems appropriate access to the router to enable Digit Systems to access the equipment remotely (if applicable)
8. Provide Digit Systems with a dedicated broadband internet access node, including but not limited to public and private interface access, suitable to establish a successful connection to the equipment for Digit Systems use in remote servicing of the equipment, remote assistance to personnel that operate the equipment, transmitting automated status notifications from the equipment and regular uploading of equipment data files (such as but not limited to error logs). Customer’s failure to provide the access described in paragraph 4(g) and this paragraph 4(h) will constitute customer’s waiver of its rights to services under this agreement; and (if applicable)
9. Provide Digit Systems service personnel full and free access to the equipment at the scheduled service time. Customer’s failure such access at the scheduled time constitutes customer’s waiver of the scheduled planned maintenance service and voids agreement coverage of equipment malfunctions until such time as planned maintenance service is completed. Customer agrees to pay Digit Systems at the prevailing demand service rates for all time spent by Digit Systems service personnel waiting for access to the equipment.

1. In order to prevent unnecessary loss of helium, It is the customer’s responsibility to maintain chilled water within OEM Specs to ensure proper functionality of the MR and maintain daily helium level and pressure log. 
2. Customer is responsible for any liquid HE loss any other damages caused by issues with the external supply of chilled water or due to loss of power
3. In the event the system experiences internal cryogen issues, Digit Systems will provide reasonable labor support at no extra cost, all products will be billed separately
4. Digit Systems will not be held responsible for spontaneous magnet quenches that will cause excessive loss of helium, the customer is responsible for all material costs (all necessary Cryogens and parts) and Digit Systems will cover the labor for the magnet recovery under this service agreement 
5. In case of a customer-induced Quench, customer is responsible for the Magnet recovery (both labor and parts (to include all necessary cryogens)), to include ramp, shimming, de-icing, helium fill and all other required tasks in order to recover the system for clinical use 
6. Customer should maintain onsite a detailed log of helium levels and pressure, and should report them via email to Digit Systems upon request
7. In the event the “cold head” stops working or abnormal pressure rises, the customer should report to Digit Systems within 4 hrs. from the event of failure in order for Digit Systems to immediately assess the situation. Digit Systems will provide remote support and will assist the customer to determine root causes.
8. In the event of a quench, Digit Systems is not liable nor responsible for any damages nor loss of revenue.

Customer will be billed monthly installments for this agreement on the first day of the month. 

All payments under this agreement are due upon customer’s receipt of Digit Systems’ invoice until the agreement amount and all applicable taxes and interest are paid in full. Customer will pay interest on any amount not paid when due at the lesser of 1.5% interest per month or the maximum rate permitted by applicable law.

Digit Systems is excused from performing under this agreement when Digit Systems delay or failure to perform is caused by events beyond Digit Systems reasonable control including, but not limited to, acts of God, acts of third parties, acts of the other party, acts of any civil or military authority, fire, floods, war, terrorism, embargoes, labor disputes, acts of sabotage, riots, accidents, delays of carriers, subcontractors or suppliers, voluntary or mandatory compliance with any government act, regulation or request, shortage of labor, materials or manufacturing facilities, or equipment being contaminated with blood or other potentially infectious material.

Except as otherwise provided in this paragraph 8, this agreement is noncancelable by customer and will remain in effect for the term specified in this agreement. Customer may cancel this agreement upon 60 days written notice to Digit Systems (i) representing that the equipment is being permanently removed from use at the equipment site and that the equipment is not being used in any other customer site; or (ii) specifically describing a material breach or default of the agreement by Digit Systems, provided that Digit Systems, may avoid such cancellation by curing the condition of breach or default within such 30 day notice period. Customer’s failure to pay any amount due under this agreement within 30 days of when payment is due constitutes a default of this agreement and all other agreements between customer and Digit Systems. In such an event, Digit Systems may, at its option (i) withhold performance under this agreement and any or all of the other agreements until a responsible time after all defaults have been cured, (ii) declare all sums due and to become due to be immediately due and payable under this agreement and any or all of the other agreements, (iii) commence collection activities for all sums due or to become due hereunder, including, but not limited to costs and expenses of collection, and reasonable attorney’s fees, (iv) terminate this agreement within 10 days notice to customer, and (v) pursue any other remedies permitted by law. If Digit Systems determines that its ability to provide the service coverage is hindered due to the unavailability of parts, trained personnel, or other conditions, Digit Systems may terminate this agreement upon notice to the customer and provide customer with a refund of any customer pre-payments for periods of Service coverage terminated by Digit Systems.

Digit systems’ full contractual service obligations to customer are described in this agreement. Digit Systems provides no warranties under this agreement. All services and parts support service under this agreement are provided AS IS. NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE APPLIES TO ANYTHING PROVIDED BY Digit Systems’ SUBCONTRACTOR OR Digit Systems.

Digit Systems’ total liability, if any, and customers exclusive remedy with respect to the services and Digit systems’ performance hereunder is limited to an amount not to exceed the price stated herein for service that is the basis for the claim. IN EVENT WILL Digit Systems BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST REVENUES OR PROFITS, OR THE COST OS SUBSTITUTE PARTS OR SERVICES, WHETHER ARISING FORM BREACH OF THE TERMS IN THIS AGREEMENT, BREACH OF WARRANTY, NEGLIGENCE INDEMNITY, STRICT LIABILITY OR OTHER TORT. Digit Systems WILL HAVE NO LIABILITY FOR ANY ASSISTANCE Digit Systems PROVIDES THAT IS NOT REQUIRED UNDER THIS AGREEMENT.

In connection with the installation, configuration, maintenance, repair and de-installation of the equipment, Digit Systems might deliver to the equipment site, along with the equipment or separately, and store at the equipment site, attach or install on the equipment, and use certain proprietary service materials (including software and written documentation) that have not been purchased or licensed to customer. Customer hereby consents to this delivery, transmission, storage, attachment, installation and use, and to the presence of Digit systems’ locked cabinet or box in the equipment site for storage of this property, and to Digit Systems’ removal of all or any part of this property at any time, all without charge to Digit Systems. The presence of this property within the equipment site will not give customer any right access, use or decompile this property. Any access to or use of this property and any decompilation of this property by anyone other than Digit Systems’ personnel is prohibited. Customer agrees that it will use all reasonable efforts to protect this property against damage or loss and to prevent any access to or use or decompilation of this property contrary to this prohibition. Customer also agrees to immediately report to Digit Systems any violation of this provision known by customer.

If customer has contracted with a third party service management organization, asset management company, maintenance management company, technology management company, maintenance insurance organization or the like (“third party organization”) for purpose of centralized billing and management of services provided to customer, at customer’s written request, Digit Systems will route invoices for payment of services rendered by Digit Systems to such third party organization and accept payment from them on customer’s behalf. Notwithstanding the above, customer agrees that the services provided by Digit Systems are subject solely to the terms and conditions set forth in this agreement, and that customer guaranties the payment of all monies due or that may become due under this agreement despite any collateral arrangements customer may have with such third-party organization, or any payments customer have made to the third part organization. Digit Systems has no contractual relationship for the services rendered to customer except as set forth herein. To the extent that the parts and services Digit Systems provides are not covered by customer’s arrangement with such third-party organization, customer agrees to promptly pay for such parts and services on demand.

Customer will not be obligated to pay any federal, state or local tax imposed upon or measured by Digit systems’ net income, any other applicable tax will be invoice to and payable by customer, along with the agreement price in accordance with the payment terms set forth in this agreement, unless Digit Systems receives a tax exemption certificate form customer which is acceptable to the taxing authorities.

Digit Systems is customers’ independent contractor. Digit systems’ employees are under Digit systems’ exclusive direction and control. Digit systems’ subcontractor’s employees are under Digit systems’ subcontractor’s exclusive direction and control. Nothing in this agreement will be construed to designate Digit Systems or any Digit Systems’ employees or Digit Systems’ subcontractor’s or any of their employees as customer employees, agents, joint ventures or partners.

If section 1861 (v) (1) (l) of the social security act applies to this agreement, subsections (i) and (ii) of that section are made a part of this agreement. In such an event, Digit Systems agrees to retain and make available, and to insert the requisite clause in each applicable subcontract requiring Digit Systems subcontractor to retain and make available, the contract(s), book(s), document(s), and record(s) to the person(s) of time required by these subsections.

While providing the services to customer, it is necessary for Digit Systems to have access to view and/or download computer files from the equipment that might contain personal data. Personal data includes information relating to an individual, from which that individual can be directly or indirectly identified. Personal data can include both personal health information (e.g. Images, medical record number, etc.) and non-health information (e.g., date of birth, gender). Digit Systems will process personal data only to the extent necessary to fulfill its service obligations under this agreement.

Digit Systems may subcontract to service contractors of Digit Systems choice any of Digit systems’ service obligations to customer or other activities performed by Digit Systems under this agreement. No such subcontract will release Digit Systems from those obligations to customer. Customer may not assign this agreement or the responsibility for payments due under it without Digit Systems’ prior express written consent, which will not be unreasonably withheld.

Customer’s obligation to pay any money due to Digit Systems under this agreement survives expiration or termination of this agreement. All of Digit Systems’ rights, privileges and remedies with respect to this agreement will continue in full force and effect after the end of this agreement. Either party’s failure to enforce any provision of this agreement is not a waiver of that provision or of such party’s right to later enforce each and every provision. If any part of this agreement is found to be invalid, the remaining part will be effective. The law of the state of Georgia will govern any interpretation of this agreement and dispute between Digit Systems and customer without regard to the principles of choice of law.

This agreement constitutes the entire understanding of the parties and supersedes all other agreements, written or oral, regarding its subject matter. No additional terms, conditions, consent, waiver, alteration, or modification will be binding unless in writing and signed by Digit Systems authorized representative and customer. Additional or different terms and conditions, whether stated in a purchase order or other document issued by customer, are specifically rejected and will not apply to the transactions contemplated by this agreement. No prior proposals, statement, course of dealing, course of performance, usage of trade or industry standard will part of this agreement.

In executing this agreement, the parties hereto acknowledge that they have read each of the terms and conditions hereof on behalf of their respective interests, that they know and understand the same, and that they have signed this agreement as their own respective free acts and with the express authority to do so.

Contract to be effective from____________ until______________               

Payment will be billed monthly on the 1st of the month, due on the 15th of the same month.

Notice required to be given must be made in writing and shall be deemed given only if delivered personally or sent by telegram, facsimile, or by registered or certified mail, postage prepaid.