Product Maintenance Agreement

1. Scope of Services

Essilor Instruments agrees to provide maintenance and repair services for the ophthalmology equipment listed in Schedule A (the "Equipment") in accordance with the terms set forth below (the “Services”):

• Preventative Maintenance (PM): Essilor Instruments will perform scheduled PM visit(s) per year. PM services include cleaning, optical alignment checks, software updates, and safety testing in compliance with manufacturer specifications.
• Corrective Maintenance (Repairs): Upon notification by the Customer of an equipment malfunction, Essilor Instruments technical support will troubleshoot and diagnose the problem. If repair services are necessary, Essilor Instruments may choose to dispatch a Ophthalmic Field Service Technician, or have the equipment sent to a factory certified repair facility.
• Emergency Service: Unscheduled repair services required outside of standard preventative maintenance.

2. Response Times & Service Hours

• Standard Service Hours: 8:30 AM to 5:30 PM CST, Monday through Friday, excluding public holidays.
• Telephone Support: Technical support via phone will be available during standard service hours with a response time of less than two (2) hours from the initial call.
• On-Site Response Time: For critical equipment failures rendering the device clinical unusable not resolved by remote support, Essilor Instruments will dispatch a Ophthalmic Field Service Technician to arrive on-site within twenty-four (24) to forty-eight (48) hours of formal notification, in most US regions.

3. Parts, Labor, and Travel

Select the applicable pricing structure below:

4. Exclusions

This Agreement does not cover repairs, replacements, or adjustments made necessary due to:

• Misuse, negligence, accidental damage, or improper environmental conditions (e.g., power surges, inadequate climate control).
• Repairs or modifications attempted by personnel not authorized by the Essilor Instruments.
• Consumable items including, but not limited to, patient chin-rest papers, printer paper, specific bulbs, or single-use diagnostic lenses.
• Acts of God, fire, flood, or other external force majeure events.

5. Customer Responsibilities

• Access: The Customer shall provide Essilor Instruments’ technicians with unhindered and safe access to the Equipment at the agreed-upon service times, including, without limitation, access to electrical, water and compressed air (if applicable) utilities.
• Environment: The Customer agrees to maintain the room environment (temperature, humidity, and electrical supply) within the specifications defined by the equipment manufacturer.
• Daily Care: The Customer will perform basic daily cleaning and operational checks as recommended in the user manual.

6. Financial Terms & Fees

• Annual Service Fee: The Customer agrees to pay an annual fee of $ for the services outlined herein, payable in advance. Essilor Instruments shall invoice for the annual fee at anytime after the execution of this Agreement.
• Payment Schedule: The fee is payable within thirty (30) days of the invoice date.
• Additional Charges: Any services or parts excluded under Section 4 will be billed at Essilor Instrument standard hourly rate of $/hour plus the cost of materials, subject to prior written approval by the Customer.

7. Term and Termination

• Term: This Agreement shall commence on the Effective Date and remain in effect for a period of one (1) year.
• Termination for Cause: Either party may terminate this Agreement with thirty (30) days' written notice if the other party breaches any material obligation and fails to cure such breach within that thirty-day period.
• Termination for Convenience: Essilor Instruments may terminate this agreement for convenience with thirty (30) days’ written notice to Customer.

8. Documentation & Liability

• Documentation: Essilor Instruments will supply a detailed digital service report within forty-eight (48) hours of every visit. This report will detail work performed, and parts replaced to maintain the Customer’s compliance records.
• Limitation of Liability: Essilor Instruments total liability for any claims arising out of this Agreement shall not exceed the total amount paid by the Customer under this Agreement during the preceding twelve (12) months. In no event shall either party be liable for any indirect, incidental, or consequential damages, including loss of clinic revenue or patient data.

9. Insurance.

During the Term, Customer, at its own expense, shall procure and maintain with responsible third party insurance carriers (with an A.M. Best rating of at least A-/VII): (i) Commercial General Liability Insurance written on an occurrence basis including premises, products/completed operations liability coverage with respect to the products and services provided under this Agreement, contractual liability coverage with respect to this Agreement, broad form property damage/bodily injury and personal/advertising injury liability coverage with limits of not less than US $1,000,000 per occurrence and US $2,000,000 in the aggregate, (ii) Umbrella Liability Insurance, with limits of at least $1,000,000 per occurrence and in the aggregate, (iii) Workers Compensation Insurance in the amount required by law, and (iv) Employers Liability/Stop Gap Liability Insurance with limits of at least $1,000,000 for each occurrence. Within 10 days of execution of this Agreement, Customer shall deliver to Essilor Instruments certificates of insurance as evidence of the required coverage. All Commercial General Liability Insurance policies and certificates of insurance shall include Essilor Instruments USA Inc., its subsidiaries, ultimate parent, affiliates and divisions (including all entities comprising “Essilor Instruments” hereunder), as additional insureds, and will provide that 30 days’ written notice must be given to Essilor Instruments before such policy is altered or canceled. In this regard, the parties acknowledge and agree that EssilorLuxottica S.A. is the ultimate parent entity of Essilor Instruments.

10. Indemnification.

Customer shall defend, indemnify and hold Essilor Instruments, its affiliates, and their respective officers, directors, employees and agents harmless from and against any loss, damage, liability, claim, demand, action, cost and expense (including reasonable attorneys’ fees and costs) arising out of or relating to:

• personal injury (including death), property damage or any other damage caused or alleged to be caused by the negligence, willful misconduct, bad faith or fraud of Customer, its employees, agents or subcontractors;
• any breach of this Agreement by Customer.

11. Confidentiality.

Definition. During the course of this Agreement, either party may receive or have access to information, whether oral, written or electronic, that the other party considers confidential or proprietary, including, without limitation, all reports, information and data in whatever form, designs, products, processes, equipment, technologies, materials, suppliers, costs, operations, trade secrets, strategies, technical or patent information, marketing data, customer information including personally identifiable information, and financial information (“Confidential Information”).

Obligations. The receiving party will not, without first obtaining the disclosing party's written consent, disclose Confidential Information of the disclosing party to any third party or use such information for any purpose other than for the limited purposes of this Agreement. The receiving party will take all appropriate steps to safeguard Confidential Information and to protect such information against disclosure, misuse, loss or theft. Notwithstanding the foregoing, the receiving party may disclose the disclosing party's Confidential Information to those individuals who need to know such information to perform hereunder, including to attorneys, accountants, agents and contractors who have a bona fide need to know and are subject to an obligation of confidentiality no less stringent than set forth in this Agreement provided that such individuals abide by the provisions of this Agreement. The receiving party shall be liable for the failure of any such individuals to comply with the confidentiality provisions contained in this Section 11.

Exceptions. Confidential Information shall not include: (i) information generally available to, or known to, or which becomes known by, the public through no wrongful act of the receiving party; (ii) information lawfully known by the receiving party prior to disclosure hereunder; (iii) information disclosed by a third party, which is not bound under a confidentiality obligation to the disclosing party, to the receiving party; and (iv) information independently developed by the receiving party without the use of information disclosed by the disclosing party. In the event the receiving party is required by law or regulation or requested through a valid and effective subpoena or order issued by a court of competent jurisdiction or by a governmental body having proper jurisdiction, to disclose any of the Confidential Information disclosed by the disclosing party, the receiving party will promptly notify the disclosing party in writing of the existence, terms and circumstances surrounding such required disclosure so that the disclosing party may seek a protective order or other appropriate remedy from the proper authority. The receiving party agrees to cooperate with the disclosing party in seeking such order or other remedy. The receiving party further agrees that if it is required or if advised by counsel to disclose Confidential Information of the disclosing party, it will furnish only that portion of the Confidential Information that is legally required or is advised by counsel to be furnished and will exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be accorded such Confidential Information. Both parties acknowledge that the act of such disclosure will not operate to render Confidential Information non-confidential, unless the making of such required disclosure of the Confidential Information renders the Confidential Information part of the public record.

Return of Confidential Information. Upon request or the termination of this Agreement, the receiving party shall return or destroy all copies of documents and other things in its possession that constitute Confidential Information.

12. Injunctive Relief.

Customer acknowledges that the restrictive covenants set out in this Agreement are necessary in order to protect and maintain the proprietary interests and other legitimate business interests of Essilor Instruments. Customer further acknowledges that the remedy at law for any breach or threatened breach of this Agreement may be inadequate and that, accordingly, Essilor Instruments, in addition to all other available remedies, is entitled to seek injunctive relief.

13. Publicity.

Except as required by law or the terms of this Agreement, (i) neither party shall acquire hereunder any right to use the name or logo of the other party (or that of any of its subsidiaries and affiliates) or any part thereof without the express written consent of the owner party. (ii) Customer will not, without Essilor Instruments’ prior written consent, disclose the existence of this Agreement or the relationship created hereby. Without Essilor Instruments’ prior written consent in each instance, Customer will not (a) include any of Essilor Instruments’ Confidential Information in any case studies, industry analyses, or similar materials prepared by Customer for any third party (whether or not Essilor Instruments’ name is contained therein), (b) refer to Essilor Instruments, either generically or by name, in any advertising materials, press releases, web sites, or other public communications.

14. Miscellaneous.

14.1. Impossibility of Performance. Any delay by or failure or inability of any party to this Agreement to perform hereunder shall be excused if caused by or resulting from fire, explosion, accident, flood, drought, embargo, epidemic, pandemic, war, act or consequence of war, riot, act of terrorism, act of God or public enemy, action of any governmental authority or any other commercially reasonable cause beyond such party's immediate and direct reasonable control, and such party shall not be liable to the other party or any other person for damages by reason of any such delay, failure or inability to perform.

14.2. Warranties. Customer represents and warrants to Essilor Instruments that all Services performed under this Agreement shall: (i) be performed in a timely and professional manner by appropriately trained, skilled and qualified personnel, and (ii) meet or exceed applicable industry standards. In the event of breach of the foregoing warranty, Customer shall promptly re-perform the Services to the satisfaction of Essilor Instruments, at no additional charge to Essilor Instruments. If Customer is unable to re-perform the Services, Customer shall refund to Essilor Instruments the fees paid by Essilor Instruments to Customer for the non-conforming Services. Customer further represents and warrants that it has the right to grant Essilor Instruments the rights granted herein, it will comply with all applicable laws including federal, state, and local laws, rules, ordinances, codes, standards, and regulations and that it has no conflicting contractual obligations that would interfere with its obligations hereunder.

14.3. Relationship of the Parties. Customer is an independent contractor, and neither Customer nor its employees shall be considered for any purpose employees of Essilor Instruments.

14.4. Further Assurances. The parties agree to cooperate with each other to execute all documents and instruments necessary or appropriate to effectuate the intents and purposes of this Agreement, and to accomplish, evidence and perfect the rights granted to Essilor Instruments under this Agreement.

14.5. Anti Money Laundering Provisions. Customer represents and warrants to Essilor Instruments that (i) the operations of Customer and its affiliates, under this Agreement or otherwise, are and have been conducted at all times in compliance with the statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency including any statutes, rules, and regulations with respect to money laundering, the financing of terrorism, bribery, corruption, counterfeiting, and/or smuggling (collectively, the “Corrupt Practices Laws”), and (ii) no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving Customer or any of its affiliates with respect to the Corrupt Practices Laws (“CP Proceedings”) is occurring, pending or, to the best knowledge of Customer, threatened. Customer must promptly give Essilor Instruments written notice of any CP Proceedings. The Corrupt Practices Laws include, without limitation, the Foreign Corrupt Practices Act of 1977, Financial Action Task Force guidance, European Union – Directives on Anti-money Laundering (4th Directive), and any lists and guidance promulgated by the U.S. Treasury Department Office of Foreign Assets Control.

If there are reasonable grounds to suspect that any transaction involving Customer is related to, linked to, or is to be used for purposes of money laundering, the financing of terrorism, bribery, corruption, counterfeiting, and/or smuggling, Customer will promptly (but not later than three (3) business days after becoming aware of such grounds), submit a report setting forth the grounds for such suspicion to Essilor Instruments. Customer will cease all activity with any client of Customer involved in a suspect transaction until further investigation leads Essilor Instruments to conclude that the client is not involved in any such activity. Customer will not disclose to its client or any third party any information related to any report submitted to Essilor Instruments or the details surrounding an investigation or the fact that an investigation is, has or will be carried out.

Notwithstanding any other provision of this Agreement, Essilor Instruments may immediately terminate this Agreement by written notice to Customer in the event that any CP Proceeding is instituted against Customer or any of its affiliates. Such termination shall be without further liability to Essilor Instruments, except with respect to any services or deliverables provided to Essilor Instruments under this Agreement up to and including the effective date of such termination.

Customer shall defend, indemnify and hold Essilor Instruments, its affiliates, and their respective officers, directors, employees and agents harmless from and against any loss, damage, liability, claim, demand, action, cost and expense (including reasonable attorneys’ fees and costs) arising out of or relating to any CP Proceeding. Upon receipt of notice, Customer shall promptly assume the defense of any third party suit or proceeding covered by its indemnification obligations hereunder. Customer shall not settle or compromise any claims against Essilor Instruments without Essilor Instruments’ prior written consent. Customer acknowledges and agrees that (i) any limitation of liability set forth in this Agreement shall not apply to Customer’s liability under this paragraph, and (ii) such indemnity shall be in addition to and not in lieu of any other indemnification obligation of Customer under this Agreement.

14.6. Code of Conduct. Customer will comply with Essilor Instrument’s third party vendor policies, as they may be amended from time to time, including the EssilorLuxottica Business Partners Code of Conduct, published and that is made available at https://www.essilorluxottica.com.

14.7. Entire Agreement. This Agreement sets forth the final and entire agreement of the parties with respect to the subject matter hereof. Any and all previous agreements and understandings between the parties regarding the subject matter hereof, whether written or oral, are superseded by this Agreement. This Agreement is separate and distinct from any other agreement between the parties. This Agreement shall not be amended except by a written instrument duly executed by each of the parties.

14.8. Assignment. This Agreement may not be assigned by Customer without the prior written consent of Essilor Instruments. This Agreement may be assigned by Essilor Instruments to any of its affiliates as a result of a corporate reorganization, merger or otherwise, without notice or consent. This Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and authorized assigns.

14.9. No Waiver. Any provision of this Agreement may be waived at any time by the party entitled to the benefit thereof by a written instrument duly executed by such party. The failure to enforce at any time any of the provisions of this Agreement, or to require at any time performance by the other party of any of the provisions of this Agreement, shall in no way be construed to be a waiver of such provision, nor in any way affect the validity of this Agreement or any part of hereof, or the right of any party thereafter to enforce each and every such provision in accordance with the terms of this Agreement.

14.10. Governing Law. This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the State of Ohio, U.S.A., without regard to any principle of conflicts of law which would apply the laws of another jurisdiction. The parties agree that exclusive venue and jurisdiction for all disputes arising under this Agreement shall be in courts located in Hamilton County, Ohio. Further, this Agreement thereunder shall not be governed by the United Nations Convention on the International Sale of Goods.

14.11. WAIVER OF RIGHT TO TRIAL BY JURY. ESSILOR INSTRUMENTS AND CUSTOMER HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT, OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO WITH RESPECT TO THIS AGREEMENT, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE; AND ESSILOR INSTRUMENTS AND CUSTOMER HEREBY AGREE AND CONSENT THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY.

14.12. Headings. All section headings are for convenience only and shall in no way modify or restrict any of the terms or provisions of this Agreement.

14.13. Severability. This Agreement shall be construed and interpreted so as to be enforceable to the fullest extent permitted by law, and the unenforceability of any provision shall not affect any other provision hereof.

14.14. Notices. All notices, demands, requests, consents, approvals and other communications required or permitted hereunder must be in writing and will be conclusively deemed to have been received by a party hereto and to be effective if delivered personally to such party, or by recognized overnight courier service, or by first class U.S. mail, return receipt requested, postage prepaid, addressed to such party at the address set forth below, or to such other address as either party may give to the other in writing for such purpose.

14.15. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement. Signatures delivered electronically (via facsimile or e-mail) shall be deemed original signatures.

14.16. Survival. Sections 11, 12, 13 and 14 shall survive the expiration or termination of this Agreement.

SCHEDULE A: COVERED EQUIPMENT

SIGNATURES

IN WITNESS WHEREOF, the parties hereto have executed this Product Maintenance Contract as of the Effective Date.