END-USER LICENSE AGREEMENT

IMPORTANT -- READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THIS SOFTWARE. BY ACCESSING OR USING THIS SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, PROMPTLY EXIT THIS PAGE WITHOUT ACCESSING OR USING THE SOFTWARE.

THIS IS AN AGREEMENT BETWEEN YOU, THE END USER, AND PHILIPS HEALTHCARE A DIVISION OF PHILIPS NORTH AMERICA, LLC. (“LICENSOR”). THIS AGREEMENT DOES NOT AMEND OR MODIFY ANY AGREEMENT RELATED TO THE SOFTWARE OR THE OUTPUT OF DATA BY THE SOFTWARE BETWEEN PHILIPS AND YOUR HEALTHCARE INSTITUTION. THIS AGREEMENT SHALL GOVERN YOUR USE OF THE SOFTWARE (AS DEFINED BELOW) AND THE OUTPUT DATA (AS DEFINED BELOW). YOU ACKNOWLEDGE TO HAVE READ THIS AGREEMENT. BY DOWNLOADING, INSTALLING, OR OTHERWISE USING THE SOFTWARE AND THE OUTPUT DATA, YOU AGREE TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT DOWNLOAD, INSTALL OR OTHERWISE USE THE SOFTWARE OR USE THE OUTPUT DATA.

1. Grant of License

Subject to the terms and conditions herein, LICENSOR grants to you, as licensee, a limited, non- exclusive, non-transferable license to use the Philips eICU benchmarking software and dashboard (the “Software”) in object code only and solely within your internal operations on one or more mobile devices used to access the Software per your institutions access and mobile device management procedures. No clinical information is generated by the Software. It is only used to display information taken from other systems. The Software is not intended to replace full reading or clinical review and is not intended to be used for diagnosis or as a basis for treatment decisions. In addition, LICENSOR, grants to you, as licensee, a limited, non-exclusive, non-transferable license to use the data generated by the Software (“Output Data”) for internal use only.

2. Ownership

You have no ownership rights in the Software or the Output Data. Rather, you have a license to access and use the Software and the Output Data as long as this License Agreement remains in full force and effect. Ownership of the Software and the Output Data and all intellectual property rights therein shall remain at all times with LICENSOR. Any access or use of the Software or Output Data by any other person, business, corporation, government organization or any other entity is strictly forbidden and is a violation of this License Agreement. The Software or Output Data may not be transferred to anyone without the prior written consent of LICENSOR.

3. Copyright

The Software and Output Data contains material that may be protected by patent, copyright and trade secret law, and by international treaty provisions. All rights not granted to you herein are expressly reserved by LICENSOR. You agree not remove any proprietary notice of LICENSOR from any copy of the Software or Output Data.

4. Restrictions

Unless otherwise specified herein, you agree not to publish, display, disclose, rent, lease, modify, loan, distribute, or create derivative works based on the Software or Output Data or any part thereof. You also agree not to reverse engineer, decompile, translate, adapt, or disassemble the Software, and you agree not to attempt to create the source code from the object code of the Software. You agree not to transmit the Software over any network or between any devices outside of Your organization. You and Licensor agree that signing the Software with a certificate is not considered a modification or derivative work and that the resulting application will still be considered Software hereunder.

5. Confidentiality

You acknowledge that the Software and the Output Data may contain proprietary trade secrets of LICENSOR, and you agree to maintain the confidentiality of the Software and the Output Data using at least as great a degree of care as you use to maintain the confidentiality of your own most confidential information, but in no event less than reasonable care.

6. Disclaimer

LICENSOR assumes no liability for any damage or loss related to using the Software or the Output Data, including, but not limited to, any injury, medical complications, death, costs, or other damages that may result from the use of or failure to use the Software or Output Data.

WITHOUT LIMITING THE FOREGOING, THE SOFTWARE AND OUTPUT DATA IS PROVIDED “AS IS”. ANY USE BY YOU OF THE SOFTWARE AND OUTPUT DATA IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTY OF NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE OR OUTPUT DATA WILL MEET ANY REQUIREMENTS OR NEEDS YOU MAY HAVE OR THAT THE SOFTWARE OR OUTPUT DATA WILL OPERATE ERROR FREE, OR IN AN UNINTERRUPTED FASHION, OR THAT ANY DEFECTS OR ERRORS IN THE SOFTWARE OR OUTPUT DATA WILL BE CORRECTED, OR THAT THE SOFTWARE IS COMPATIBLE WITH ANY PARTICULAR PLATFORM. SOME JURISDICTIONS DO NOT ALLOW THE WAIVER OR EXCLUSION OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

YOU UNDERSTAND AND AGREE THAT LICENSOR IS NOT ENGAGED IN THE PRACTICE OF MEDICINE AND THAT THE SOFTWARE AND OUTPUT DATA IS AN INFORMATION TOOL ONLY AND IS NOT A SUBSTITUTE FOR PROFESSIONAL JUDGMENT OF HEALTHCARE PROVIDERS IN DIAGNOSING AND TREATING PATIENTS. YOU SHALL INDEMNIFY LICENSOR FULLY AND HOLD LICENSOR HARMLESS AGAINST ANY LOSSES OR LIABILITY IN CONNECTION WITH ANY CLAIM ARISING DUE TO YOUR USE OF THE SOFTWARE OR OUTPUT DATA FOR PURPOSES OF DIAGNOSIS OR TREATMENT.

7. Limitation of Liability

IN NO EVENT WILL LICENSOR, OR ANY OWNERS OR LICENSORS OF, OR AUTHOR OR CONTRIBUTORS TO, THE SOFTWARE, BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; BUSINESS INTERRUPTION; OR PERSONAL INJURY OR DEATH) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THE SOFTWARE OR OUTPUT DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. LICENSOR’S AGGREGATE LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE WITH RESPECT TO THE SOFTWARE OR OUTPUT DATA OR OTHERWISE SHALL NOT EXCEED THE AMOUNT OF THE LICENSE FEE PAID BY YOU FOR THE SOFTWARE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

8. Export Restrictions

THIS LICENSE AGREEMENT IS EXPRESSLY MADE SUBJECT TO ANY LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS ON THE EXPORT FROM THE UNITED STATES OF AMERICA OF THE SOFTWARE OR INFORMATION ABOUT SUCH SOFTWARE WHICH MAY BE IMPOSED FROM TIME TO TIME BY THE GOVERNMENT OF THE UNITED STATES OF AMERICA. YOU SHALL NOT EXPORT THE SOFTWARE OR INFORMATION ABOUT THE SOFTWARE WITHOUT THE PRIOR WRITTEN CONSENT OF LICENSOR, AND YOU SHALL BE SOLELY RESPONSIBLE AND LIABLE FOR COMPLIANCE WITH ANY SUCH LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS.

9. Termination

The license granted hereunder is effective until terminated. You may terminate this License Agreement at any time by returning to LICENSOR all copies of the Software in your possession or under your control. This license granted hereunder shall terminate automatically without notice from LICENSOR if you fail to comply with any of the terms of this License Agreement. Upon termination, you agree to destroy or return to LICENSOR all copies of the Software and to certify in writing that all known copies, including backup copies, have been destroyed. All provisions relating to proprietary rights, indemnification, limitations of liability and non-disclosure shall survive the termination of this License Agreement.

10. General

This License Agreement shall be construed, interrupted and governed by the laws of the Commonwealth of Massachusetts without regard to conflicts of law provisions thereof. Any litigation arising from or relating to this License Agreement shall be filed and prosecuted exclusively before a court of competent subject matter jurisdiction in the Commonwealth of Massachusetts. You hereby consent to the jurisdiction of such courts over you and stipulate to the convenience, efficiency and fairness of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts based on the alleged inconvenience, inefficiency or unfairness of such courts. This License Agreement shall constitute the entire agreement between the parties hereto. In the event that you have any other agreement(s) with Licensor those agreements are separate and apart from this Agreement and this Agreement shall control the Software and Output Data licensed hereunder. Any waiver of this License Agreement shall only be effective if it is in writing and signed by both parties hereto. LICENSOR reserves the right to amend or modify this License Agreement at any time. If any part of this License Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of this License Agreement shall be interpreted so as to reasonably effect the intention of the parties.