INSTALLATION AGREEMENT

BETWEEN: (Client)

AND: __________________,
(___________________)
An ______, _________________

EFFECTIVE
DATE: Date last signed

RECITALS

___________________ provides technology design and installation services for health

care practices. Client wishes to retain ___________________ to provide such services on the
terms and conditions that follow.

AGREEMENT

1. Services. ___________________ shall provide to Client the services specified in

Exhibit A (Services). Client may, by written change order, request changes within the general
scope of this agreement, in the schedule, specifications, or quantity of work to be performed
under and pursuant to this agreement, and ___________________ shall be entitled to an
adjustment in the price or time of performance required by such change, which shall be agreed to
in writing.

2. Compensation. For ___________________’s services (and for equipment listed on

Exhibit A), Client shall pay ___________________ the amounts described on Exhibit A on the
terms described in Exhibit B. In addition:

2.1. If ___________________ discovers that an estimate for equipment or Services on

Exhibit A is less than the actual cost of the equipment or Service (an “overage”),
___________________ shall provide written notice to Client of the overage. If Client approves
an overage, Client shall pay the cost of the overage. If ___________________ finds that a
service took less time than originally scoped ___________________ will reduce the number of
billable hours to the client to reflect the actual time taken. \

2.2. Client shall pay the amount of any change orders signed by the parties if costs are
increased; client shall have the bill reduced and/or receive a credit if the change order results in a
decrease in service expenses.

2.3. Client shall pay ___________________’s standard hourly rate, which is described
on Exhibit B and subject to change at ___________________’s discretion from time to time, for
consulting services and any other services not described in Exhibit A.

Exhibit B - 1
3. Payment Terms. Client shall pay ___________________ according to its standard
Payment Terms and Conditions, a copy of which is attached as Exhibit B.

4. Schedule.

4.1. Unless otherwise indicated on Exhibit A, the Services will require approximately
three days for network setup, plus one full business day per operatory. Installation cannot begin
until all cabinets, chairs, and plumbing have been placed and Client’s other contractors and
subcontractors are finished in the operatory.

4.2. ___________________ will endeavor to provide the services specified in this

agreement at the times specified in Exhibit A.. If a third party delay is foreseen to cause
___________________ to incur cost to maintain the project’s time line ___________________
will notify the client and come to a mutually agreed solution. If the potential of a delay is known
by the client we ask the client bring it to ___________________’s attention so that a solution can
be found. All changes to the scope and cost will be handled through client approved change
orders as defined in Section 2 of this agreement.

Reason for this section:

The underlining purpose for this section is to guard us both from unforeseen costs and
delays. So many time since we are at the end of the project all the previous delays roll
downhill and hit us. This causes us to sometimes pull extra people in or off other projects
which can cost us. In turn it also can cost the client to have a project run over. In rare
cases you have a contractor or project manager who is not proficient at communication
with the other vendors. This can lead to panicked phone calls for us to come in on very
short notice or off project calendar to get a part of the project scope done so the rest of
the project can continue. We are just looking for the ability to have a dialog about these
potential causes of expense and some protection against having to incur all the cost for
someone else’s delay.

4.3. Unless otherwise indicated on Exhibit A, the Services will be performed during
regular business hours, Monday through Friday, excluding holidays. Any client request for
weekend services may be, at ___________________’s sole discretion: (i) provided at 150
percent of ___________________’s standard rates described on Exhibit B, notwithstanding
provisions to the contrary in Exhibit A; or (ii) declined.

5. Installation General Provisions.

5.1. Software. All software must be onsite prior to ___________________’s

installation.

5.2. Equipment.

5.2.1. ___________________ will install all digital equipment including sensors,

cameras, image scanners, and foot pedals.

Exhibit B - 1
 5.2.2. ___________________ will not wire any delivery arms, which must be
installed before ___________________ begins installation. However,
___________________ will provide the correct cable lengths for the delivery arm
installation contractor upon Client’s request.

5.3. Upgrades. If ___________________ is upgrading existing Client software, Client

will provide the original disks used for installation. If the original disks are not available when
___________________ arrives onsite, additional time incurred in locating such disks will be
billed at ___________________’s standard hourly rate reflected on Exhibit B.

5.4. Module Purchase. ___________________ will confirm with Client (or Client’s
office manager) the modules desired by Client, such as digital x-ray imaging, intra-oral imaging,
paperless charting, panoramic x-ray integration, and practice management.

5.5. Professional Conduct. ___________________ recognizes that the relationship

between ___________________ and Client is among its most valuable assets. Accordingly,
each party agrees to use its best efforts to work harmoniously with the other. In the event that
either party determines, at its sole discretion, that the relationship has suffered irreparable
damage, then that party may terminate the agreement immediately by notice and without
opportunity for cure. Upon termination under this paragraph 5.5, ___________________ shall
(i) cease work as soon as reasonably possible, (ii) withdraw from Client’s premises, and (iii)
submit to Client a final invoice, including amounts owing for equipment ordered but not yet
delivered, which shall be paid pursuant to the terms of Exhibit B. Equipment already ordered at
the time of termination shall be delivered to Client’s office promptly upon
___________________’s receipt. Client acknowledges that Services may be incomplete upon
such termination, and Client accepts that risk.

6. Confidentiality.

6.1. Confidential Information. "Confidential Information" shall be defined as any

nonpublic information (written, oral, or electronic) disclosed by one party to the other party, or
that becomes available to the parties by virtue of this agreement or the relationship created by
this agreement, and shall be deemed to include the following information, without limitation:

6.1.1. Customer lists, e-mail addresses, names of customer contacts, business

plans, technical data, product ideas, personnel, contracts and financial information;

6.1.2. Health information of any kind;

6.1.3. Patents, trade secrets, techniques, processes, know-how, business

methodologies, and schematics;

6.1.4. Information about costs, profits, markets, and sales;

6.1.5. Plans for future development and new product concepts;

Exhibit B - 1
 6.1.6. All documents, books, papers, drawings, and other data of any kind and
description, including electronic data recorded or retrieved by any means that have been
or will be disclosed, as well as written or oral instructions or comments.

6.2. Proprietary Information. "Proprietary Information" means non-public information

of competitive or commercial value to the Discloser; and personal or medical information
regarding the Discloser's employees, Clients, patients and staff which either:

6.2.1. The Discloser has designated as confidential (by legend or other reasonable
means); or

6.2.2. A reasonable person would recognize as confidential or proprietary in

nature.

6.3. Irreparable Injury. Client acknowledges and understands that any and all
information regarding ___________________'s business is proprietary and confidential and shall
not be disclosed or utilized by Client without the written consent of ___________________.
Client further acknowledges and understands that disclosure of ___________________'s
Confidential Information and/or Proprietary Information would cause ___________________
immediate and irreparable injury, loss and/or damage.

7. Nondisclosure. The following provisions apply to Confidential Information and/or

Proprietary Information which one party (Discloser) discloses to the other party (Recipient)
pursuant to this agreement.

7.1. Recipient will hold all Confidential Information and Proprietary Information in
confidence and will exercise reasonable care to protect it, using not less than the degree of care
taken by the Recipient in the protection of its own Proprietary Information. Proprietary
Information will be disclosed only to Recipient's employees and representatives on a need-to-
know basis. Recipient shall advise its employees and representatives to whom it discloses
Proprietary Information of their obligations under this agreement and shall be responsible for any
breach of this agreement by those employees and representatives.

7.2. Recipient may disclose Proprietary Information to the extent required by law.
However, the Recipient will give the Discloser prompt written notice to allow the Discloser a
reasonable opportunity to obtain a protective order.

7.3. ___________________ does not wish to have unauthorized access to proprietary

or confidential material owned by any third party. Client agrees not to disclose such third party
information to ___________________ in any way that is not consistent with the terms of any
license or other legal rights of the third party.

7.4. The obligations of this Section shall also bind and apply to the Proprietary
Information of subsidiaries and affiliates of ___________________ and Client, respectively.

8. Ownership.

Exhibit B - 1
 8.1. Work Product. Client shall have exclusive ownership of all tangible deliverables
reduced to written, magnetic, or' other tangible form (Work Product) delivered by
___________________ pursuant to this agreement subject to Client's confidentiality obligations
with respect to Proprietary Information of ___________________ contained ill Work Product.

8.2. Innovations. ___________________ shall have exclusive ownership of all ideas,

techniques, methodologies, procedures, skills, innovations, or know-how (Innovations)
developed or introduced by ___________________ in the course of performing services under
this agreement. ___________________ grants to Client a non-exclusive, non-transferable,
limited, perpetual, and royalty-free license to use such innovations as needed to realize the
benefit of the Work Product and solely in the normal course of Client's business.

8.3. Limitation. Notwithstanding anything to the contrary, each party shall be free to
use and employ its general skills, know-how, and expertise, and to use, disclose, and employ any
generalized ideas, techniques, know-how, methodologies, or skills gained or learned during the
course of any Project, so long as it does not disclose any Proprietary Information and does not
use Or disclose Work Product owned by the other party.

9. Bilateral No-Hire. Without the prior written consent of the other party, neither party
shall solicit for employment or hire any of the other party's employees, agents, or subcontractors
for a period of 12 months after the date that the party to be hired was last involved in any activity
related to the agreement between the parties.

10. Personnel. ___________________ personnel are not employees of the Client.

___________________ will be responsible for any applicable payroll and employment taxes and
employee insurance for its employees.

11. Termination.

11.1. Either party may terminate this agreement for cause upon 30 days prior written
notice. This agreement may be terminated for cause only after having provided at least 10 days’
written notice of default and a reasonable opportunity to cure any default, except in the instance
of failure to make timely payment by Client, which shall entitle ___________________ to
terminate this agreement immediately.

11.2. On expiration, or termination, of this agreement, ___________________ shall,

without additional cost to Client, provide all reasonable assistance and devote its best efforts to
returning to Client, or its designees, in an orderly and expeditious manner, all data, records, and
documentation belonging to Client.

12. Waiver. The failure of either party to this agreement to insist upon the performance of
any of the terms and conditions of this agreement, or the waiver of any breach of any of the
terms and conditions of this agreement, shall not be construed as thereafter waiving any such
terms and conditions, and the same shall continue and remain in full force and effect as if no
such forbearance or waiver had Occurred.

Exhibit B - 1
13. Notice. All notices required by this agreement shall be in writing addressed to the party
to whom the notice is directed at the address of that party set forth below the signatures on this
agreement and shall be deemed to have been given for all purposes upon receipt when personally
delivered; one day after being sent, when sent by recognized overnight courier service; two days
after deposit in United States mail, postage prepaid, registered or certified mail; or on the date
transmitted by facsimile. Any party may designate a different mailing address or a different
person for all future notices by notice given in accordance with this paragraph.

14. Modification. No modification of this agreement shall be valid unless it is in writing and
is signed by all of the parties.

15. Integration. This agreement is the entire agreement of the parties. There are no
promises, terms, conditions, or obligations other than those contained in this agreement. This
agreement shall supersede all prior communications, representations, and agreements, oral or
written, of the parties.

16. Interpretation. The paragraph headings are for the convenience of the reader only and
are not intended to act as a limitation on the scope or meaning of the paragraphs themselves.
This agreement shall not be construed against the drafting party.

17. Severability. The invalidity of any term or provision of this agreement shall not affect
the validity of any other provision.

18. Waiver. Waiver by any party of strict performance of any provision of this agreement
shall not be a waiver of or prejudice any party's right to require strict performance of the same
provision in the future or of any other provision.

19. Binding Effect. Subject to restrictions in this agreement upon assignment, if any, this
agreement shall be binding on and inure to the benefit of the heirs, legal representatives,
successors, and assigns of the parties.

20. Governing Law. This agreement shall be interpreted and enforced according to the laws
of the state of Oregon.

21. Exhibits. All exhibits referred to in this agreement are incorporated by reference.

22. ___________________’s Business. ___________________ retains the right to continue

to provide the same type of services, and any other services, to any other client, including
competitors and Clients of Client, provided that ___________________ maintains its obligations
of nondisclosure of Proprietary Information under this agreement. Client acknowledges that
___________________ retains the right to exercise its skills and expertise and to form and
express opinions to its clients that may be based upon experience gained under this agreement.

23. Security Interest.

Exhibit B - 1
 23.1. By signing this agreement, Client hereby grants to ___________________ a
security interest in all goods purchased now or in the future as described on each invoice together
with the proceeds thereof.

23.2. Client acknowledges that all ___________________ services may be terminated

on non-payment regardless of the adverse effect, if any, that termination may cause. Client shall
hold ___________________ harmless in the event of such termination.

24. Other Vendors. ___________________ understands that it may be necessary and

appropriate to occasionally involve other vendors or parties to supply equipment, software, or
services that ___________________ does not offer or have expertise in.

24.1. ___________________ may subcontract any services, including Services, in its

sole discretion.

24.2. If Client wishes to use a vendor not affiliated with ___________________, Client
shall notify ___________________ of such decision and involve ___________________ in all
vendor plans pertaining to Client’s technology plan. ___________________ reserves the right to
participate in and/or be present for any discussions with or activities performed by other vendors
to the extent ___________________ deems appropriate and/or necessary.
___________________ shall be the point of first contact for any issues pertaining to this
agreement, or products sold by ___________________. ___________________ may elect not
to support equipment, software, or services supplied or installed by other vendors.

25. Notice of Breach. As an express condition to any right of recovery, Client shall notify
___________________ in writing within 10 business days of any claimed breach or default
(specifying in detail the exact nature of the alleged breach/default) as a condition of any right to
claim damages or other remedies. ___________________ shall have a reasonable period time to
investigate and remedy any alleged breach/default.

26. Force Majeure. Either party shall be excused from performance in the event of an act of
war, hostility, sabotage; act of God, electrical, internet, or telecommunication outage that is not
caused by the obligated party; government restrictions (including the denial or cancellation of
any export or other license): other event outside the reasonable control of the obligated party.

27. DISCLAIMER OF WARRANTY. Warranties for merchandise sold shall be limited to

those provided by manufacturers. ___________________ MAKES NO OTHER WARRANTIES
TO CLIENT, AND HEREBY DISCLAIMS ANY AND ALL WARRANTIES EXPRESS OR
IMPLIED WITH RESPECT TO ANY MERCHANDISE, PRODUCTS OR SERVICES
PROVIDED. ___________________ DOES NOT GUARANTEE THAT THE PROGRAMS
WILL PERFORM ERROR-FREE OR UNINTERRUPTED, OR THAT COMPANY WILL
CORRECT ALL PROGRAM ERRORS. TO THE EXTENT PERMITTED BY LAW, THESE
WARRANTIES ARE EXCLUSIVE, AND THERE ARE NO OTHER EXPRESS OR IMPLIED
WARRANTIES OR CONDITIONS, INCLUDING WARRANTIES OR CONDITIONS OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Exhibit B - 1
28. LIMITATION ON LIABILITY. ___________________ SHALL IN NO
CIRCUMSTANCE BE LIABLE TO CLIENT FOR ANY INDIRECT, SPECIAL,
CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES OR ANY LOSS OF
PROFITS, REVENUE, DATA, OR DATA USE. ___________________'S LIABILITY FOR
ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT—WHETHER
IN CONTRACT OR TORT, OR OTHERWISE—SHALL BE LIMITED TO THE FEES
CLIENT PAID FOR THE DEFICIENT PROGRAM OR SERVICES UNDER THIS
AGREEMENT. IN NO EVENT SHALL ___________________'S TOTAL LIABILITY
ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES
PAID UNDER THIS AGREEMENT. CLIENT ACKNOWLEDGES THAT THIS
LIMITATION ON LIABILITY HAS BEEN BARGAINED FOR BETWEEN THE PARTIES.

29. Arbitration. In the event of any claim or controversy arising out of this agreement or
relating to interpretation of any term or provision contained in it, such claim or controversy will
be resolved by binding arbitration. Arbitration will be in accordance with the then effective
Arbitration Rules of Arbitration Service of Portland, Inc., subject to the following modifications.
The arbitration will be heard by a single arbitrator who is experienced in computer networks. If
the arbitrator can reasonably do so, the hearing will be conducted within 90 days after first
written notice of a claim and intent to arbitrate is received from the party demanding arbitration,
unless the arbitrator for good cause grants a continuance. The arbitrator's award will issue no
later than 30 days after close of the arbitration proceeding. The arbitrator will have no authority
to award punitive damages or any other damages not measured by the prevailing party's actual
damages. The prevailing party in any arbitration proceeding will recover from the losing party
reasonable costs of arbitration, including reasonable expert witness fees and reasonable attorney
fees. Any award of the arbitrator may be reduced to judgment and entered in any court having
jurisdiction. In the event either party commences an action based on this agreement or the
interpretation of any term or provision contained in it, the foregoing arbitration clause will
constitute a bar or defense to such action. Should the arbitration clause be raised as a basis for
dismissal of the action, the prevailing party will be entitled to costs and reasonable attorney fees
incurred in litigating the merits of the alleged bar or defense. Such fees will be set by the court.

Client ___________________, _____

By By
Printed: Printed:

Dated: , 20___ Dated: , 20___

Address: ______________________ Address:

______________________

Exhibit B - 1
 Exhibit B – Payment Terms and Conditions

1. Payment.

1.1. Payment. All hardware and software shall be paid for at the time it is ordered or
based on the terms listed on the invoice. All invoices shall be due and payable within 30 days
after completion.

1.2. Non-Sufficient Funds/Late Charge. Checks that are unpaid due to insufficient
funds, stop order, etc., shall be subject to a $20 processing fee. Any invoice which is unpaid
within 15 days after the payment due date on any invoice shall be subject to a $25 late fee.

1.3. Finance Charges. Any invoice which is past due will accrue interest for any
calendar month in which payment or partial payment remains due, regardless of any delays
associated with Client’s financing. The interest rate shall be:

1.3.1. For 30-89 days late, 1.5 percent per month on the outstanding balance, with
a minimum of $5, unless a financing agreement is reached with ___________________.

1.3.2. For 90 days or more late, 2 percent per month on the outstanding balance,
with a minimum of $15, unless a financing agreement is reached with
___________________.

1.4. Default - Collection Costs. Failure to comply with the terms of this agreement,
including failure to make any required payment when due, shall be deemed a default under this
agreement. The failure to declare a default under this agreement when it occurs shall not be
construed as a waiver of the provisions hereof as regards any subsequent event. In the event of
default, ___________________ may refer the collection of Client's account to an attorney or a
collection agency and shall be entitled to recover reasonable attorney fees and costs incurred or
other collection costs incurred as permitted by law including, but not limited to, fees owned to a
collection agency.

2. Attorney Fees. In any action for collection of compensation owed by Client to

___________________, the prevailing party shall be entitled to recover from the losing party
reasonable attorney fees, costs, and expenses incurred by the prevailing party before and at any
trial, arbitration, bankruptcy, or other proceeding, and in any appeal or review. In all other
actions, each party shall pay its own attorney fees and costs.

Exhibit B - 1
 Exhibit A – Services and Costs

[ This should be your estimate, with costs broken down for labor and equipment]
[ The first page should be your Assumptions ]
[ at the bottom, it should say something about standard hours and define “standard hourly
rate”]

Exhibit A - 1