This Agreement is entered into by and between Landauer, Inc., a Delaware corporation with its principal place of business at 2 Science Road, Glenwood, IL 60425 (“COMPANY” or “Landauer” including its Affiliates) and (“Client” including its Affiliates). Company and Client herein may each be referred to as a “Party” or together the “Parties”. Unless otherwise agreed to in writing by Landauer in a Group Purchasing Organization (GPO) Agreement applicable to this transaction, this Agreement, including any attachments, amendments, or exhibits, sets forth the entire Agreement between the Parties and supersedes any and all prior proposals, quotes, agreements, and representations between them, whether written or oral.

1. Definitions. "Dosimetry Services" shall include a subscription arrangement in order to collect and measure Radiation Dose Information (defined below) obtained through Client and Participant (defined in Section 9) through the usage of Landauer's dosimeters, as well as Landauer's generation of reports based on the collection and measurement of Radiation Dose Information.

   “Radiation Dose Information” shall mean the personally identifiable information relating to dose for the Participants including names, DOBs, hospital generated ID#, etc., to be used by Landauer for Dosimetry Services.

2. Term and Termination. This Agreement shall be effective upon the earlier of: (a) the last date signed by the Parties, or (b) the date upon which Client begins receiving the Dosimetry Services, whether new or renewed Dosimetry Services (the “Effective Date”) and will continue in full force and effect for one (1) year unless otherwise specified on the relevant Quotation (the “Initial Term”), unless sooner terminated pursuant to this Section. After the Initial Term, this Agreement will renew automatically each year for the same time period as the Initial Term, subject to a renewal notice (each, a “Renewal Term” and together with the Initial Term, the “Term”), unless cancelled in accordance with the Cancellation Policy.

   Either Party may terminate this Agreement if: (i) the other Party is in material breach of this Agreement, or (ii) the other Party becomes insolvent, is adjudged bankrupt, makes a general assignment for the benefit of its creditors, takes benefit of any statute relating to insolvency, or if a receiver or trustee is appointed for all or any portion of its property.

   Upon termination or expiration of this Agreement, unless otherwise specified in this Agreement, LANDAUER will, at no charge to Client, and upon Client’s written request provide a copy to Client of all Radiation Dose Information in its possession, either received or collected from or on behalf of Client, and subject to any regulations that require LANDAUER to maintain dose reports for a longer period of time, including but not limited to agency regulations or any applicable state regulations, and will dispose securely of any copies (including electronic copies) of any Radiation Dose Information collected or generated under this Agreement or held by sub-suppliers or third parties on its behalf.

   Termination or expiration of this Agreement will not affect the obligations of the Parties accrued prior to such termination or disclosed hereunder prior to termination, which shall remain subject to the provisions of this Agreement. In the event of termination or expiration of this Agreement, all licenses granted under this Agreement immediately expire and terminate. Additionally, upon expiration or termination, Client and Participants will immediately be prohibited from accessing myLDR.com.

3. Cancellation Policy. Client may cancel any or all Dosimetry Services at any time upon forty-five (45) days written notice of such cancellation. In such event, Client will be obligated for all payments of dosimeters up to the day of termination and all unreturned dosimeters, optional reports and fees thereafter.

4. Fees and Payment Terms. Client shall make fee payments for the Dosimetry Services as stated in the attached Quotation (“Fees”). LANDAUER may increase Fees after the end of the Initial Term or Renewal Term as appropriate, by providing advance written notice to Client prior to the commencement of subsequent Renewal Term.

5. Shipping and Freight Terms. Freight terms are FOB Origin and outbound surface shipping and handling charges are included in the price of the Dosimetry Services. Shipments from LANDAUER to Client are made via LANDAUER carrier of choice. The Client is responsible for freight charges for all packages sent to LANDAUER.

6. Dosimeter Returns. For U.S. Clients, dosimeters must be returned to Landauer within ninety (90) days after the dosimeter’s end wear date. However, if Dosimetry Services are cancelled, all dosimeters in Client’s possession at time of cancellation must be returned to Landauer 45 days following the specified wear period stated in myLDR.com. A dosimeter (including a control dosimeter) is considered lost if it is not returned to Landauer within the return period specified above. Landauer reserves the right to charge an unreturned dosimeter fee for each dosimeter not returned within the applicable return period.

7. Intellectual Property. Landauer retains all rights to the intellectual property associated with the Dosimetry Services, including but not limited to patents, trademarks and copyrights. This Section shall survive the expiry or termination of these terms and conditions.

8. Website. As further detailed in the myLDR.com Terms and Conditions, Client agrees that it is responsible for all individuals using and any action that they may take on myLDR.com. Client acknowledges that it will maintain appropriate controls for access and changes made on myLDR.com and to any passwords or logon information. Neither Landauer, nor its affiliates, directors, employees, or other representatives, are liable for damages arising out of or in connection with the use or inability to use myLDR.com.

9. Responsibility for Dosimetry Participants. Client agrees that Landauer is not responsible for any training, supervision, monitoring, or regulation of the individuals who use or have access to the Dosimetry Services (the “Participants”). It is Client’s sole obligation to train, supervise, monitor, and regulate the Participants to ensure: (1) their proper use of the Dosimetry Services and compliance with this Agreement, (2) their proper handling and security of the Confidential Information maintained in the Dosimetry Services, and (3) that each Participant’s exposure to radiation is within acceptable limits, as prescribed by Client and/or the applicable regulations and standards.

   Landauer expressly disclaims any and all responsibility, and Client acknowledges it is solely responsible, for the following: (1) any and all actions by the Participants in connection with the Dosimetry Services, including the consequences of any breach of security, (2) each Participant’s compliance with this Agreement, (3) the content and data transmitted to or from the Dosimetry Services by Client, (4) detecting any instances of a Participant’s overexposure to radiation and taking any action needed, and (5) the monitoring or interpreting of reports, results, data, or any other information derived from or transmitted based on the Dosimetry Services.

10. Radiation Dose Information. Landauer shall process Radiation Dose Information only as necessary for the purposes of performing the services under this Agreement on behalf of Client. Landauer shall not sell any Radiation Dose Information received from Client or, unless otherwise required by applicable law, retain, use, or disclose the Radiation Dose Information provided by or collected on behalf of Client for any purpose other than for the purpose of performing the Dosimetry Services and as permitted by the license described below.

    With respect to any Radiation Dose Information, Client hereby grants to Landauer (including those individuals Landauer uses in the performance of its obligations under this Agreement) the right and a perpetual, worldwide, royalty-free, transferrable, and sublicensable license, in accordance with applicable laws, (i) to collect, modify, process and create derivative works from Radiation Dose Information; (ii) to review Radiation Dose Information for Dosimetry Services and for product improvement purposes, including to investigate or address any issue or complaint concerning such Radiation Dose Information; (iii) to collect and process such Radiation Dose Information to create aggregate, de-identified data (“Derived Data”); (iv) to post, store, use, distribute, sell, or share such Derived Data for any lawful business purpose and to transmit such Derived Data to Client and others in connection with Dosimetry Services and any lawful business purpose, including for product and service development and improvement services, quality improvement purposes, and data analytical purposes; (v) to create anonymized compilations and statistical analyses, (vi) to promote standardization and promulgate best practices, including by compiling anonymized shared libraries based on Radiation Dose Information, and (vii) as required by law or regulation.

    Landauer shall not be responsible for any loss, unavailability, inaccuracy, or corruption of any Radiation Dose Information, unless caused directly by Landauer. Client agrees to provide Radiation Dose Information only in accordance with applicable law, and Client represents that Client has obtained all necessary rights and consents for the publication, use, storage, and transmittal of such Radiation Dose Information.

11. Limitation of Liability. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT (INCLUDING ANY SCHEDULES AND ATTACHMENTS HERETO) TO THE CONTRARY AND TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL HAVE ANY LIABILITY WITH RESPECT TO THE OTHER PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR OTHER SPECIAL DAMAGES INCLUDING WITHOUT LIMITATION DAMAGE FOR LOSS OF PROFITS, LOSS OF DATA OR COST OF PROCUREMENT OF GOODS, HOWEVER IT ARISES, WHETHER FOR BREACH OF CONTRACT OR IN TORT, EVEN IF THE PARTY AGAINST WHOM THE LIABILITY IS SOUGHT TO BE IMPOSED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS. WITH THE EXCEPTION OF COMPANY’s INDEMNIFICATION OBLIGATIONS HEREUNDER, TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY AND ITS AGENTS’, EMPLOYEES’, DIRECTORS’, OFFICERS’, AND AFFILIATES’ MAXIMUM AGGREGATE LIABILITY HEREUNDER SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID TO COMPANY FROM CLIENT FOR THE SERVICES GIVING RISE TO SUCH LIABILITY BUT IN NO EVENT EXCEEDING THE FEES PAID DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE TIME THE CLAIM WAS MADE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. EACH PARTY UNDERSTANDS AND AGREES THAT THE REMEDIES, EXCLUSIONS, AND LIMITATIONS HEREIN ALLOCATE THE RISKS BETWEEN THE PARTIES AS AUTHORIZED BY APPLICABLE LAWS.

12. Disclaimers. EXCEPT AS EXPRESSLY SET FORTH HEREIN, COMPANY MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE PARTIES AGREE THAT, AS BETWEEN CLIENT AND COMPANY, CLIENT IS RESPONSIBLE FOR THE ACCURACY AND QUALITY OF CLIENT DATA AS INPUT INTO THE SERVICES. NO EMPLOYEE, AGENT, REPRESENTATIVE OR AFFILIATE OF COMPANY HAS AUTHORITY TO BIND COMPANY TO ANY ORAL REPRESENTATIONS OR WARRANTIES CONCERNING THE SERVICES. ANY WRITTEN REPRESENTATION OR WARRANTY NOT EXPRESSLY CONTAINED IN THIS AGREEMENT WILL NOT BE ENFORCEABLE.

13. Assignment. Client may not assign or transfer this Agreement to a third party without the prior written consent of COMPANY.

14. Force Majeure. Each Party shall be discharged of its responsibility to perform any obligation required of it hereunder, other than payment obligations, for the duration that such performance is prevented by reasons beyond the reasonable control of such Party, provided the Party affected gives prompt notice to the other Party, uses its best efforts to avoid or remove such causes, and continues performance hereunder with all due diligence whenever such causes are removed or settled.

15. Compliance with Laws. Each Party shall comply with all federal, state and local applicable laws, rules and regulation relating to its duties, obligations, and performance under this Agreement including, without limitation, the federal False Claim Act (31 U.S.C. § 3729 et seq.), the federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)); any applicable statutory exceptions or regulatory safe harbors under the federal Anti-Kickback Statute; any state laws comparable to the federal Anti-Kickback Statute; the federal False Claims Act (31 U.S.C. § 3729 et seq.); and any state fraud and abuse laws.

16. Medical Practice Disclaimer. Client acknowledges and agrees that the Dosimetry Services are in no way intended for use in the diagnosis of disease or other conditions, in the cure, mitigation, treatment, or prevention of disease, or for any other purpose that would cause the Dosimetry Services to be regulated as a medical device in any jurisdiction, as defined under applicable law.

17. Governing Law. This Agreement shall be governed by the laws of the State of Delaware, without regard to its conflicts of law principles. The Parties consent to the personal and exclusive jurisdiction of courts located in Delaware. CLIENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT CLIENT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT.