Alliance Healthcare Services, Inc., is an Akumin company.

1. EQUIPMENT AND SERVICES.

1.1 The Unit. Alliance shall provide the system described in the cover page(s) to this Agreement (the “Unit”). If the Unit described is deemed in Alliance’s discretion to be unavailable, a reasonably comparable Unit may be substituted in accordance with the substitution provisions set forth in the cover page(s) to this Agreement.

1.2 Maintenance. Alliance shall use reasonable efforts to cause the Unit to be maintained in good operating condition. Alliance may do so through the purchase of a maintenance contract from the Unit manufacturer or otherwise, in its discretion. Client shall be responsible for maintaining in good and safe working order any equipment, including but not limited to an MRI safe gurney or MRI safe wheelchair that Client provides to Alliance for Alliance’s use under this Agreement. ALLIANCE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE UNIT. If applicable to the services provided under this Agreement, Alliance shall provide cryogens.

2. SCANNING ACTIVITIES.

2.1 Unit. Client shall prepare and maintain a safe and suitable site for the Unit which complies with the manufacturer’s specifications (which shall be provided by Alliance) and all applicable laws and regulations. All site costs (for example, extraordinary delivery costs, costs of tractor/trailer access and egress, site preparation expenses, power and telephone expenses) shall be Client’s responsibility. The Service Location shall be as referenced in the cover page(s) to this Agreement. Client represents and warrants to Alliance that it currently owns or has authorization to site the Unit at the Service Location. Further, Client further warrants and agrees that, at all times during the term of this Agreement, Client shall maintain the authorization or ownership to site the Unit at the Service Location. Client shall indemnify, defend, and hold Alliance harmless from any damages or liability arising out of breach of the representations and warranties in this Section. Client may request in writing to Alliance that the Service Location be moved, in which case any such move shall be subject to Alliance’s prior approval; all of the obligations under this Section shall apply to the new Service Location.

2.2 Power. Client shall provide electrical power to the Unit, including a dedicated power line with 200 amps and 480 volts of three-phase power. Client shall provide the power line, a lockable disconnect box and receptacle within twenty-five (25) feet of the electrical receptacle on the Unit. Notwithstanding anything to the contrary in this Agreement, Client shall be responsible for the quality of power to the Unit and any damage to the Unit due to power that does not meet such specifications or any other problems with power (e.g., sags or surges). As such, Alliance recommends that Client install a line conditioner or surge protector to prevent any problems with power to the Unit. Client shall promptly report to Alliance any problems with power to the Unit.

2.3 Phone and Connectivity. Client shall provide the Unit with a voice telephone line, a dedicated fax compatible telephone line and a RJ-45 ethernet broadband line with an automatic IP address assignment using Dynamic Host Control Protocol (“DHCP”) and a proxy-less connection to the internet.

2.4 Operation. Subject to the personnel arrangement under this Agreement, the Unit shall be operated only by employees or subcontractors of Alliance and/or Client. Notwithstanding anything to the contrary in this Agreement, Client shall not be entitled to use the Unit, directly or through a subcontractor, during any period of suspension of this Agreement, following termination of this Agreement, or following expiration of this Agreement.

2.5 Medical Director. If required by applicable Law, Client shall appoint a qualified and licensed physician to act as Medical Director hereunder, along with another such physician to act in his absence (the “Medical Director”). Client shall ensure that all orders for diagnostic procedures under this Agreement are made only by a licensed physician or another licensed healthcare provider authorized by applicable federal and/or state law. Client shall be solely responsible for all activities which constitute the practice of medicine (for example, providing medical advice to patients in connection with procedures and the supervision of the injection of either radiopharmaceutical and/or contrast agents, as applicable to the services provided under this Agreement). Client shall obtain any written consents from patients that are required by the USFDA, state or local law or prudent medical practice. Alliance shall be entitled, but not obligated, to use its own patient consent and screening questionnaire forms to supplement patient forms provided by the Client. Client shall have full responsibility for all medical care, supervision services, and advice provided to patients, in accordance with applicable laws, rules and regulations. All medical care shall be provided under the ultimate supervision of the Medical Director.

2.6 Patient Handling. Client shall be responsible for the prompt and orderly pick up and delivery of patients to and from their designated areas.

2.7 Modifications. Client shall not modify or alter the Unit without Alliance’s prior written consent. Client shall not allow any portion of the Unit to become permanently attached to real property. Client agrees that it does not have any ownership or security interest in the Unit and agrees to execute any documents necessary to that effect. Nothing in this Section, shall affect any ownership interest that Client has in its own property.

2.8 Notification of Physicians. Client shall notify its staff of physicians of the availability of the Unit and shall use reasonable efforts to educate the community about the Unit.

2.9 Exclusivity. Client agrees to use Alliance solely for all of its service needs under this Agreement, except for an emergency where the use of Alliance’s service is impractical, when the patient expresses a desire to receive services from a different provider, when the patient’s insurance determines that the patient must receive services from a different provider, or when the referral is not in the best medical interest of the patient in the physician’s judgment. Client, on behalf of itself, its parent, its subsidiaries, owners and/or corporate affiliates (including but not limited to any entity in which Client has an ownership interest) agrees during the term of this Agreement, not to own, permit, lease, manage, or invest in any system or engage any entity besides Alliance to provide Client with services. Notwithstanding anything to the contrary in this Agreement, this Section shall remain in effect during any period in which the Agreement is suspended. Further, in the event this Agreement terminates due to a Client default under this Agreement, this Section shall survive such termination and remain in effect for the remainder of the then-current term of the Agreement had the Agreement not early terminated. Client acknowledges that a breach of this Section would cause irreparable harm to Alliance and that Alliance shall be entitled to seek injunctive or other equitable relief in addition to any other remedies available at law or in equity.

2.10 Taxes. All taxes, if any (for example, sales, use or similar taxes), on the services hereunder shall be the responsibility of Client (other than taxes on Alliance’s net income from the services hereunder).

2.11 Professional Interpretations. Client is required to engage a radiologist to provide interpretations of procedures under this Agreement for Client patients. Alliance shall not be responsible for providing any such interpretations.

2.12 Patient Records. Client shall maintain patient records for each patient who receives procedures performed under this Agreement.

3. FEES AND BILLING. Client shall pay Alliance fees that are set forth in the cover page(s) to this Agreement via electronic payment of invoices through the Automated Clearing House (“ACH”). All fees for a billing period shall be due and payable within fifteen (15) days of the last day of such period. Alliance shall invoice Client as set forth on the Cover Sheet to this Agreement. Client shall pay a late fee of one and one-quarter percent (1 ¼ %) or the maximum legal rate, whichever is less, on all balances outstanding more than fifteen (15) days beyond the due date compounded and assessed for each month that such balances are past due. Alliance will adjust fees effective on each anniversary of the Commencement Date by the greater of (a) the percentage increase for the Medical Care Services component of the Consumer Price Index for all Urban Consumers (CPI-U) as recorded by the Department of Labor Index for the then most recently available twelve month period or (b) three and ninety-nine hundredths percent (3.99%). Such adjustment will be made without additional notice or amendment to this Agreement. Client shall be responsible for all billings to Client patients and/or third party payors for procedures performed on the Unit. Client’s obligation to pay Alliance compensation in accordance with the provisions of this Agreement shall not be dependent upon Client’s billing and collection of patient and/or third party payor accounts receivable. Alliance shall not bill, and Alliance shall not cause bills to be submitted to, any patient or third party payor for procedures performed on the Unit. All billings for Client patients shall be in the name of Client, and Client shall not subcontract any of the services under this Agreement or the Unit to any third party. Both parties agree that Alliance is providing its services set forth on this Agreement “under arrangement” with Client, such that upon Client’s receipt of payment from the Medicare program for procedures performed in the Unit, the liability of the beneficiary or any other person to pay for such services shall be fully discharged. Additionally, Client agrees to fully indemnify, defend, and hold Alliance harmless from and against any legal fees, costs or damages resulting from Client’s breach of this material provision of the Agreement.

a) For value received, Client hereby grants to Alliance, to secure the payment and performance in full of all of the services and obligations set forth in this Agreement, a continuing security interest in the following collateral, wherever located: all of Client’s now owned and hereafter acquired accounts and other rights to the payment of money for goods sold or services rendered, all general intangibles related thereto, all proceeds thereof in any form now owned or hereafter acquired or arising, including insurance proceeds and collections, and all books and records relating to the foregoing.

Client authorizes Alliance to file one or more financing statements (UCC-1) describing the collateral. Client agrees to cooperate in taking such further actions and executing such further documents as may be reasonably necessary to perfect and maintain the security interest granted herein.

4. TERM. The term shall be as specified in the cover page(s) to this Agreement. The term of the Agreement shall also be extended coterminously with any period(s) services are suspended. In the event this Agreement terminates or expires and Client continues to accept services, the terms and conditions of this Agreement shall apply to the provision of services and Client shall be bound to accept such services until and unless Client shall terminate such extension upon further written notice to Alliance of not less than ninety (90) days, or Alliance shall terminate such extension upon further written notice to Client of not less than thirty (30) days. During any such term extension, the fees paid to Alliance shall be increased ten percent (10%).

5. SCHEDULING. Alliance shall make the Unit available to Client according to the schedule specified on the cover page(s) to this Agreement. The day of service begins upon initiation of the setup procedures for the Unit and ends upon completion of the shutdown procedures for the Unit. In the event Alliance’s personnel services are made available under this Agreement, Alliance personnel will not be available during the following holidays observed by Alliance: New Year’s Day, Memorial Day, Fourth of July, Labor Day, Thanksgiving Day, and Christmas Day.

6. INSURANCE, INDEMNIFICATION.

6.1 Insurance.

a) Alliance. Alliance shall maintain insurance covering all risks of physical loss or damage to the Unit, comprehensive general liability and professional liability covering the conduct of its employees, all in amounts and subject to deductibles that are customary in the industry.

b) Client. Client shall maintain comprehensive general and professional liability insurance covering the Client, its employees, staff and physicians and shall require the Medical Director and other physicians who interpret or report on procedures performed on the Unit to maintain professional liability insurance. All such insurance shall be in amounts and with deductibles that are customary in the industry. Client shall bear the risk of loss or damage to the Unit from Client’s negligent actions or omissions.

6.2 Indemnification. Each party hereto shall indemnify, defend, and hold the other party harmless from and against any and all liability, loss, damage, cause of action, cost or expense (including reasonable attorney’s fees) arising out of, or in any way connected with, any negligent or intentional act or failure to act, any breach of any representation or warranty under this Agreement, or any other wrongful conduct by the respective party, its members, agents, employees or subcontractors in the performance of its duties under this Agreement. The parties agree that upon receipt of a claim or demand for which a party is entitled to indemnification, the indemnified party shall: (i) provide the indemnifying party with prompt written notice of any indemnifiable claim; (ii) permit the indemnifying party to assume sole control of the defense with counsel selected by the indemnifying party; (iii) furnish the indemnifying party with all documents and information within the possession, custody, or control of the indemnified party relating to such claim; (iv) reasonably cooperate with the indemnifying party and its counsel; and (v) not enter into any oral or written negotiation, settlement, or compromise of any indemnifiable claim without the indemnifying party’s prior written consent. In the event the indemnifying party defends the indemnifiable claim, it may do so under a reservation of its rights to cease the defense of the claim at a later date (upon reasonable prior written notice to the indemnified party) in the event it is determined that the indemnifying party has no obligation to defend or indemnify the claim; provided, however, the indemnifying party shall remain responsible for all defense costs incurred prior to such cessation.

7. GENERAL.

7.1 Independence. Alliance is an independent contractor of Client, and this Agreement is a contract for services, not a lease. No agency, employment, partnership or joint venture is intended to be created by this Agreement. Neither Alliance nor Client shall take any action or position which is inconsistent with those descriptions of the relationship. Each party shall be solely responsible for its own tax obligations, including employment taxes, arising from this Agreement.

7.2 Remedies. Neither party shall be responsible for failure to provide services as a result of conditions caused by the other party. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NEITHER PARTY SHALL BE RESPONSIBLE FOR INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR OTHER SPECIAL DAMAGES THAT THE OTHER PARTY MAY INCUR OR EXPERIENCE IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES PROVIDED BY A PARTY, HOWEVER CAUSED AND UNDER WHATEVER THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED, HOWEVER, THAT THIS LIMITATION SHALL NOT APPLY TO (I) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, (II) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, (III) A BREACH OF THE EXCLUSIVITY PROVISIONS, OR (IV) A BREACH OF THE COMPLIANCE PROVISIONS OF THIS AGREEMENT.

7.3 Waiver. No waiver of any provisions of this Agreement or a breach thereof shall be valid or enforceable unless in writing and signed by both parties. The waiver by either party of any breach of any term, covenant, warranty, or condition contained in this Agreement shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained in this Agreement.

7.4 Notices. All notices required or permitted under this Agreement must be in writing and delivered either by reputable national or international overnight delivery service, by registered or certified U.S. mail (postage prepaid with return receipt requested), or by email with confirmed receipt. The initial addresses of the parties to which notice must be sent are listed on the cover page(s) to this Agreement. Notices to Alliance shall be sent to the attention of Legal Department. If notice is delivered by reputable national or international overnight delivery service, then notice shall be effective one (1) business day after deposit with the carrier. If notice is delivered by registered or certified U.S. mail (postage prepaid with return receipt requested), then notice shall be effective five (5) business days after deposit with the carrier. Either party may change its address for notice by notifying the other by a permitted method of giving notice.

7.5 Governing Law. This Agreement shall be governed by the law of the state in which the Service Location identified in the cover page(s) to this Agreement is located.

7.6 Entire Agreement; Amendment. This Agreement is the parties’ entire understanding and supersedes all prior agreements, oral and written, with respect to the subject matter of this Agreement, and no party will be bound by any representation, covenant, term, or condition other than as expressly stated in this Agreement. No statements, promise, or representations have been made by any of the Parties to any other, and no consideration has been offered, promised, expected or held out other than as is expressly provided herein. This Agreement may not be amended except by written agreement signed by both parties to this Agreement. No handwritten changes to this Agreement shall be enforceable unless such changes are initialed by both parties to this Agreement. This Agreement is binding upon and will inure to the benefit of the parties and their respective heirs, personal representatives, successors, and assigns.

7.7 Successors and Assigns. Neither party may assign this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld. Client agrees that this Agreement may be performed, in whole or part, by a parent, subsidiary, or affiliate of Alliance and further consent shall not be required. Alliance may also assign the proceeds of this Agreement. Client shall require any successor or assign (whether direct or indirect, by purchase, merger, reorganization, consolidation, sale of property or stock, liquidation, or otherwise) to all or a substantial portion of its assets, by agreement in form and substance reasonably satisfactory to Alliance, to expressly assume and agree to perform Client’s obligations under this Agreement.

7.8 Third Parties. Nothing in this Agreement creates, or will be deemed to create, any third party beneficiaries of or under this Agreement.

7.9 Certain Events. Neither party will be responsible for any failure or delay in its performance under this Agreement (other than financial obligations including payment of amounts due) if such failure or delay is the result of any: labor dispute; act of God; epidemic, pandemic, or public health emergency; inability to obtain labor or materials; accident; future law, regulation, ordinance or requirement of any government or regulatory agency; government shutdown order or quarantine; supply chain disruptions; equipment unavailability; cyberattacks; or any other event which is beyond its reasonable control.

7.10 Confidentiality. Alliance and Client acknowledge and agree that this Agreement is highly confidential and proprietary and agree that neither they, nor any of their employees, contractors, or physicians, shall disclose in any manner the terms, provisions, pricing or any other information contained in this Agreement (or any related proposal) to any third party. Further, Client shall ensure that neither it nor any of its employees, contractors, or physicians disclose any of Alliance’s policies, procedures, or other confidential information that Client or its employees, contractors, physicians receives, except to the extent required by an accreditation organization to which Client is subject or a governmental entity.

7.11 Accreditation. Alliance and Client agree to set standards of care and quality that comply with the American College of Radiology (ACR). Alliance and Client mutually shall cooperate in all phases of applying, scheduling, preparing and executing surveys or inspections by ACR, as needed. Both parties agree to work cooperatively to implement changes, correct deficiencies or establish policies required and/or recommended by the inspecting agencies as applicable. If applicable, Alliance shall provide Client with a copy of Alliance’s most current patient satisfaction survey results, upon request.

7.12 Severability. In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement shall continue in full force and effect and the application of such provision to other persons or circumstances shall be interpreted so as reasonably to effect the intent of the parties hereto. The parties hereto further agree to use their commercially reasonable efforts to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that shall achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

7.13 Credit Checks. By signing the cover page(s) to this Agreement, Client hereby authorizes Alliance, as determined necessary by Alliance in Alliance’s discretion upon such signature and from time-to-time during the term of the Agreement, to (i) obtain a standard factual credit data report concerning Client through a credit reporting agency or any other similar agency (a “Credit Reporting Agency”) chosen by Alliance, and (ii) release to such Credit Reporting Agency any credit applications, financial information, or any other information of Client. Further, Client hereby agrees to provide Alliance with all appropriate credit applications and paperwork necessary to effectuate the above.

7.14 Construction. Every term and provision of this Agreement is to be construed simply according to its fair meaning and not strictly for or against any party. No provision of this Agreement is to be interpreted as a penalty upon, or a forfeiture by, any party to this Agreement. The parties acknowledge their right to separate legal counsel, and agree to obtain any appropriate advice or opinions about this transaction from their respective counsel. The parties acknowledge that they and their respective legal counsel have had the opportunity to participate equally in the drafting of this Agreement and that in the event of a dispute, no party shall be treated, for any purpose, as the author of this Agreement nor have any ambiguity resolved against it on account thereof.

7.15 Execution. By their signatures on the cover page(s) of this Agreement, each of the signatories to this Agreement represent that they have the authority to execute this Agreement and to bind the party on whose behalf their execution is made. This Agreement constitutes the legal, valid and binding obligation of the parties enforceable in accordance with its terms.

7.16 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Delivery of an executed counterpart of this Agreement may be made by facsimile or other electronic transmission. Any such counterpart or signature pages sent by facsimile or other electronic transmission shall be deemed to be written and signed originals for all purposes, and copies of this Agreement containing one or more signature pages that have been delivered by facsimile or other electronic transmission shall constitute enforceable original documents. As used in this Agreement, the term “electronic transmission” means and refers to any form of communication not directly involving the physical transmission of paper that creates a record that may be retained, retrieved and reviewed by a recipient of the communication, and that may be directly reproduced in paper form by such a recipient through an automated process.

7.17 Dispute Resolution.

(a) Negotiation. In the event of any dispute, claim, or controversy arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof (a “Dispute”), the aggrieved party shall provide written notice of the Dispute to the other party (a “Dispute Notice”). Within twenty (20) business days after delivery of the Dispute Notice, an authorized representative of each party with decision-making authority shall meet (in person or by videoconference) and attempt in good faith to resolve the Dispute.

(b) Arbitration. If the Dispute is not resolved within thirty (30) days after delivery of the Dispute Notice (the “Negotiation Period”), the Dispute shall be finally resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect, as modified by this Section.

(i) Appointment of Arbitrator. The arbitration shall be conducted by a single arbitrator selected from the AAA’s National Roster of Arbitrators who has experience in healthcare services or medical equipment agreements. If the parties cannot agree on an arbitrator within fifteen (15) days after the close of the Negotiation Period, the AAA shall appoint one in accordance with its rules.

(ii) Self-Executing Procedures. If the AAA is unable or unwilling to administer the arbitration, or if the respondent fails to participate in the arbitrator-selection process, the following self-executing procedures shall apply automatically, without further agreement of the parties: (A) the claimant shall propose three (3) qualified arbitrator candidates to the respondent in writing; (B) the respondent shall have twenty (20) business days to strike one candidate and rank the remaining two in order of preference; (C) if the respondent fails to respond within such period, the claimant may select any one of the three proposed candidates to serve as the sole arbitrator; and (D) the selected arbitrator’s acceptance in writing shall constitute the arbitrator’s appointment.

(iii) Seat and Governing Law. The seat of arbitration shall be the city in which the Service Location is situated, or such other location as the parties may agree. The arbitrator shall apply the substantive law of the state identified in Section 7.5 of this Agreement.

(iv) Interim Relief. Nothing in this Section shall prevent either party from seeking temporary or preliminary injunctive relief from a court of competent jurisdiction to preserve the status quo or prevent irreparable harm pending the appointment of the arbitrator or the conclusion of the arbitration. Any such court application shall not be deemed a waiver of the right to arbitrate.

(v) Confidentiality. The arbitration proceedings, all evidence submitted, and the arbitrator’s award shall be treated as Confidential Information under Section 7.11 of this Agreement.

(vi) Award; Costs. The arbitrator shall issue a written, reasoned award within sixty (60) days after the close of the evidentiary hearing (or such longer period as the arbitrator deems necessary upon written notice to the parties). The arbitrator shall have authority to award compensatory damages, specific performance, and declaratory relief, but shall not award punitive, exemplary, or treble damages except to the extent required by applicable statute. The arbitrator shall allocate the costs of the arbitration (including the arbitrator’s fees and each party’s reasonable attorneys’ fees) to the non-prevailing party, unless the arbitrator determines that such an allocation would be unjust, in which case the arbitrator shall allocate costs as the arbitrator deems appropriate. Judgment on the award may be entered in any court of competent jurisdiction.

(c) Survival. This Section shall survive the expiration or termination of this Agreement.

8. TERMINATION.

8.1 Termination.

a) Material Breach. Alliance or Client may terminate this Agreement if the other party breaches any material covenant, term or provision of this Agreement and the material breach is not cured within sixty (60) days following provision of notice to the breaching party specifying the alleged material breach.

b) Bankruptcy. Alliance or Client may terminate this Agreement if the other party commits or suffers (voluntarily or involuntarily) an act of bankruptcy, receivership, liquidation or similar event.

8.2 Termination, Alliance. Alliance may terminate this Agreement or suspend service if:

a) Payment Default. Client fails to make any payment to Alliance when due and such failure continues for ten (10) days following notice to Client. In the case of any payment default, Alliance may, without notice, cease providing services hereunder after three (3) days following a payment due date should Alliance have reasonable grounds for insecurity with respect to Client’s ability or willingness to make payment.

b) Inability to Cover Costs. Alliance is unable to cover its costs for the services. This includes operational costs as well as the cost of the unit/scanner provided hereunder, provided that the parties have negotiated in good faith to modify the terms of this Agreement to eliminate such inability and a period of sixty (60) days has elapsed since Alliance originally notified Client of such condition. In lieu of termination, Alliance may reduce the number of days of service provided.

c) Mobile Route. Alliance’s mobile route for service on the Unit to all Alliance clients (including but not limited to Client) should fall below four full days of contracted service per week.

8.3 Default. In the event that this Agreement terminates due to a default by Client under Section 8.1(a), Section 8.1(b), Section 8.2(a), or Section 9.4 of this Agreement, Alliance may take any action at law or in equity, including, but not limited to, collecting from Client payments then due and to become due under the remaining term of the Agreement had the Agreement not early terminated. Alliance and Client hereby agree that, in the event of Client’s default of this Agreement and Alliance’s subsequent termination of this Agreement, damages shall be calculated by using the greater of: (i) if applicable, flat daily/monthly fee under this Agreement, (ii) the average monthly procedure volumes by Client over the twelve-month period (or such lesser period if Alliance did not provide at least twelve (12) months of service to Client prior to termination) immediately prior to termination of this Agreement; or (iii) the procedure volume benchmarks set forth in the cover page(s) to this Agreement. The parties acknowledge and agree that the foregoing damages calculation represents a reasonable estimate of the actual damages that Alliance would suffer as a result of Client’s default, which damages would be difficult or impossible to determine precisely, and that such calculation is not intended as, and shall not be construed as, a penalty. The foregoing remedies are in addition to any provided by law. Neither party shall have an obligation to exercise any remedy and the exercise of the remedy shall not release the parties for any obligation hereunder. All remedies shall be cumulative, and action on one shall not constitute an election or waiver of any other right to which either party may be entitled.

The termination of this Agreement shall not discharge Client from any liability associated with services rendered prior to the termination of this Agreement. Client agrees that at the time of termination, all balances owed Alliance must be paid in full.

9. COMPLIANCE WITH LAWS.

9.1 Compliance with Laws. The Parties agree that it is their understanding and intent that this Agreement, including any exhibits, complies with: (i) all applicable Laws, including, but not limited to, self-referral and anti-kickback Laws. Further, the Parties agree that they shall comply with all such Laws, as may be amended from time to time. Each Party represents and warrants that it (i) it shall comply with all such Laws, as may be amended from time to time; (ii) it has the right to enter into this Agreement; and (iii) that its performance under this Agreement shall not cause it to be in violation of any contractual agreement previously entered into by it conflict with, violate, or interfere with any rights of any other person or entity. “Laws” as defined herein shall mean any applicable federal, state, or local government laws, rules, or regulations.

9.2 No Inducement. This Agreement has been negotiated in good faith through arms’ length negotiations. Nothing contained in this Agreement, including any compensation paid or payable, is intended or shall be construed: (i) to require, influence or otherwise induce or solicit either party regarding referrals of business, or recommending the ordering of any items or services, of any kind whatsoever to the other party or any of its affiliates, or to any other person, or otherwise generate business between the parties, or (ii) to interfere with a patient’s right to choose his or her own health care provider, or with a physician’s medical judgment regarding the ordering of any items or services.

9.3 Change in Law. If any change in any applicable federal, state or local government laws, rules or regulations (each, a “Law” and, collectively, “Laws”) would render unlawful the conduct under this Agreement of either party hereto, then the parties shall negotiate in good faith to restructure the business arrangement between the parties to conform with the then existing Laws. If the parties have not reached an agreement regarding the material terms of the restructured business arrangement within forty-five (45) days of the change in such Law or by the effective date of such Law, whichever is sooner, then this Agreement may be cancelled by either party upon thirty (30) days’ written notice to the other party or upon such effective date, whichever is sooner; provided, however, such cancellation shall not discharge Client from any liability associated with services rendered prior to such cancellation.

9.4 No Federal Health Care Program Exclusion. Each party represents and warrants to the other party that: (i) neither the representing party nor any of its officers, directors, or employees or contractors providing services under this Agreement are currently excluded, debarred, or otherwise ineligible to participate in the Federal health care programs as defined in 42 U.S.C. Section 1320a-7b(f) (the “Federal health care programs”); (ii) neither the representing party nor any of its officers, directors, or employees or contractors providing services under this Agreement have ever been convicted of a criminal offense related to health care; and (iii) the representing party is not aware of any circumstances which may result in the representing party or any of its officers, directors, or employees or contractors providing services under this Agreement being excluded from participation in the Federal health care programs. This shall be an ongoing representation and warranty during the term of this Agreement, and each party shall immediately notify the other party of any change in status of the representation and warranty set forth in this Section. In the event a party or any of its officers, directors, or employees or contractors providing services under this Agreement become excluded, debarred, or otherwise ineligible to participate in the Federal health care programs, that party shall be considered in default of this Agreement, and the other party may immediately terminate this Agreement for cause; provided, however, a party can prevent such termination if that party is not excluded, debarred, or otherwise ineligible to participate in the Federal health care programs and immediately terminates its relationship with any of its officers, directors, or employees or contractors providing services under this Agreement who become excluded, debarred, or otherwise ineligible to participate in the Federal health care programs.

9.5 Protected Health Information. The parties agree that based upon and in reliance upon the representations, warranties and covenants set forth in this Agreement, Alliance is not a Business Associate of Client as defined in HIPAA. Alliance represents, warrants and covenants that in the provision of the Unit under this Agreement, Alliance does not require and shall not request access to, or attempt to access, any Protected Health Information of Client or any of its affiliates. If Alliance inadvertently comes in contact with Protected Health Information, Alliance will keep such information confidential and not further access, use or disclose it. If Alliance becomes a Business Associate, it agrees to comply with all applicable provisions of HIPAA and agrees to sign Client’s then-current business associate agreement. For purposes of this Section, Protected Health Information has the meaning set forth in 45 CFR §160.103. At the end of the term of this Agreement, Client shall ensure that any Protected Health Information left on the Unit, stored in the Unit, or placed on the Unit, including any of the Unit’s software or hardware, is removed, deleted, and / or destroyed prior to returning the Unit to Alliance’s possession. Client shall indemnify, defend, and hold Alliance harmless from and against any costs, fines, penalties, or liabilities arising from Client’s failure to remove, delete, or destroy such Protected Health Information.