1.  Term and Termination. The term of the Agreement begins as of the delivery of the Equipment to Client, (the “Effective Date”) and shall continue for twelve (12) months (“Term”) unless renewed or terminated as set forth below. Each twelve (12) month period beginning on the Effective Date, or any anniversary thereof shall hereinafter be called a “Borrowing Year.” Either party may terminate this agreement without cause upon thirty (30) days’ written notice.

2.  Condition of Equipment. Owner is providing the Equipment in good order and working condition and expects Client will use reasonable precautions to protect the Equipment from damage or destruction, ordinary wear and tear excepted, and maintain the Equipment in the same condition, order, and repair as the Equipment is as of Client’s receipt of same. Owner shall bear the cost of ordinary maintenance costs pursuant to manufacturer prescriptions.  Client shall deliver the Equipment to Owner at the termination of this Agreement in good order and condition, provided that normal wear and tear is accepted.

3.  Replacement of Equipment. The Owner shall have the right to replace any equipment, without the execution by the parties of any amendment to the Agreement, upon reasonable notice to the Client.  The Client shall cooperate with the Owner in any efforts to replace any Equipment.

4.  Permitted Use of Equipment. Client may use the Equipment during the Term only for purposes of processing such laboratory testing orders to be performed by Owner (the “Permitted Use”). If a printer is being loaned pursuant to this agreement, the printer may only be connected to the computer via a hardwire and not using WIFI or any other connection method. Equipment may not be used for any other purpose other than the specific Permitted Use. In the event at any time after the Effective Date of this Agreement Owner becomes aware that Client has or is using the Equipment in a manner other than its Permitted Use, Owner may terminate this Agreement with immediate effect and retake possession thereof and shall have no further obligations hereunder.

5.  Assignment. Client shall not assign this Agreement, nor any part thereof, without Owner’s prior written consent.

6.  Alterations and Modifications. Equipment may have controls and limitations in place to prevent use thereof for anything other than Permitted Use. Client shall not disable or attempt to disable such controls and limitations, nor shall Client make any other alterations, modifications, additions, or improvements to the Equipment.

7.  HIPAA Compliance. Both parties acknowledge they are subject to the provisions of the Health Insurance Portability and Accountability Act of 1996 and related regulations (“HIPAA”), and that HIPAA requires Client to ensure the safety and confidentiality of patient medical records. Client specifically agrees they will not store or keep any patient medical records on the Equipment and further agrees to comply with the provisions of HIPAA and all applicable medical privacy laws in connection with their use of the Equipment.

8.  Compliance with Laws. Both parties hereby agree to comply with all applicable federal, state, and local laws, ordinances, rules, and regulations (“Laws”) throughout the Term of the Agreement. Without limiting the generality of the foregoing, Owner represents that the use of the Equipment will be for Permitted Use only and will not violate applicable Laws, including without limitation the Stark and Anti-Kickback laws as well as the Centers for Medicare and Medicaid Services’ (CMS) Clinical Laboratory Improvement Amendments (CLIA) licensure requirements.

a.  Exclusions. During the term of this Agreement, Client shall notify Owner of any exclusion of Client or its affiliates from participation in any federal health care program, as defined under 42 U.S.C. §1320a-7b (f), for the provision of items or services for which payment may be made under such federal health care programs (“Exclusion”) within two (2) business days of learning of any such Exclusion or any basis therefore. Owner shall have the right to immediately terminate this Agreement and any and all other agreements between Owner and its affiliates on the one hand and Client and its affiliates on the other hand, upon learning of any Exclusion or any reasonable basis therefore against the other, its affiliates and/or any employee, contractor or agent engaged by any of them to provide items or services.

b.  Representations and Warranties of Client. Client represents and warrants to Owner as follows:

i.  Non-Exclusion. Neither Client nor any of its affiliates are excluded from participation in any federal health care program, as defined under 42 U.S.C. §1320a-7b (f), for the provision of items or services for which payment may be made under such federal health care programs; and

ii.  Business Terms. To Client’s knowledge: (a) the Equipment does not exceed that which is reasonable and necessary for the legitimate business of Owner.

c.  Representations and Warranties of Owner. Owner represents and warrants to Client as follows:

i.  Non-Exclusion. Neither Owner nor any of its affiliates: (a) are excluded from participation in any federal health care program, as defined under 42 U.S.C. §1320a-7b (f), for the provision of items or services for which payment may be made under such federal health care programs; or (b) have arranged or contracted (by employment or otherwise) with any employee, contractor or agent that Owner or its affiliates know or should know are excluded from participation in any federal health care program;

9.  Notices. All notices, demands and requests which may be or are required to be given by either party to the other shall be in writing and shall be either (i) sent by registered or certified mail, return receipt requested, postage prepaid or (ii) delivered, by hand, or (iii) sent by overnight courier such as Federal Express. All notices to Owner should be addressed to Owner at, 751 Cool Springs Blvd., Suite 204, Franklin, TN 37067, Attention General Counsel, Telephone (866) 206-7721 or at such other place as Owner may from time to time designate in written notice to Client. All notices to Client shall be addressed to Client at the location listed on the Agreement, or to any such other place as Client may from time to time designate in written notice to Owner.

10.  Return of Equipment. In the event Client remains in possession of the Equipment after the expiration of the term of this Agreement, or any extensions hereof without the written consent of Owner, this Agreement shall continue on a month-to-month basis, terminable by Owner at any time upon written notice to Client.

11.  Binding Effect. All covenants, agreements, stipulations, provisions, conditions and obligations herein expressed and set forth shall extend to, bind and inure to the benefit of, as the case may require, the successors and assigns of Owner and Client respectively.

12.  Severability. If any term, covenant or condition of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term, covenant or condition to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term, covenant or condition of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

13.  Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee.

14.  Force Majeure. Whenever a day is appointed herein on which, or a period of time is appointed within which, either party hereto is required to do or complete any act, matter or thing, the time for the doing or completion thereof shall be extended by a period of time equal to the number of days on or during which such party is prevented from, or is interfered with, the doing or completion of such act, matter or thing because of strikes, lock-outs, embargoes, unavailability of labor or materials, wars, insurrections, rebellions, civil disorder, declaration of national emergencies, change in technology which interferes with Client’s Permitted Use, acts of God, or other causes beyond such party’s reasonable control.

15.  Referral Source. Owner and Client hereby acknowledge and agree that it is not a purpose of this Agreement to exert influence in any manner over the reason or judgment of any party with respect to the referral of patients or business of any nature whatsoever. It is the intent of the parties hereto that any referrals that may be made directly or indirectly by either party to the other, shall be based solely upon the medical judgment and discretion of a patient’s physician while acting in the best interests of the patient. Owner and Client hereby agree that the lending of this Equipment is for the sole convenience of Owner and is unrelated to and does not take into account the volume or value of referrals or business that may otherwise be generated between the parties for which payment may be made in whole or in part under Medicare, Medicaid or other Federal health care programs.

16.  Headings. The headings appearing in this Agreement are for convenience and reference only, and are not intended to, and shall not, define or limit the scope of the provisions to which they relate.