Proposal_for_NeuroMed_MATRIXNeuro_Unit Rev_08_09_10
Contents
1. SYSTEM DESCRIPTION Electromedical treatment is categorized properly into two distinct classifications according to bio physiological effects The NeuroMed unit with the MATRIXNeuro software is capable of administering and or automatically alternating both bioelectric classifications and all Known electro medical parameters for topical and endogenous treatment REVENUE GENERATION Electromedical treatments are typically reimbursable under several existing CPT codes and offer superior patient care and a new source of revenue for the practice Reimbursements vary by carrier by State or region and by specialty You should consult with your local insurance carrier for information which applies to your specialy practice and your area Contraindications Thrombophlebitis manifest thrombosis cardiac demand pacemaker acute danger of hemorrhage disturbances In cardiac rhythm in cases of tentany exercise caution in dosing acute local inflammatory processes caused by bacterial or viral Infections Do not stimulate over carotid sinus Use adequate precautions in persons with suspected heart problems epilepsy or in higher intensity transthoracic applications Use precaution following recent surgical procedures when muscle contractions may disrupt the healing process and or over the menstruating uterus Caution Federal law restricts this device to sale by or on the order of a licensed physician or other practitioner licensed by law See instructions manua2. you will promptly return the Products to us at a place designated by us in the continental United States and in the same condition as the Products were in at the time of installation normal wear and tear excepted and c we may at our option enter the premises where the NeuroMed Products it represents are located and take immediate possession of and remove the same Notwithstanding the foregoing remedies you will upon request pay an amount equal to all sums payable hereunder plus reasonable attorney s fees and other costs and expenses incurred by reason of the occurrence of an Event of Default or the exercise of any of our own remedies hereunder Severability and Waiver The provisions of this contract shall be severable from each other The failure of either party to enforce any provision of this Agreement or any supplement hereto will not be considered a waiver of any future rights to enforce such provision CUSTOMER INITIALS 647 Camino De Los Mares Suite 108 81 San Clemente CA 92673 Phone 949 369 7135 Fax 949 369 1893 Rev 08 09 10 16 17 18 19 20 NeuroMed Consulting Inc NeuroMed System Proposal MATRIXNeuro Software Valid of 30 days only gevroMe Page 10 of 10 Governing Law The laws of the State of California will govern this Agreement Jurisdiction and venue shall be in Orange County California Dispute Resolution You and NeuroMed agree that any dispute between you and NeuroMed w
3. CHANTABILITY NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE OTHER THAN THOSE WARRANTIES IMPLIED BY AND INCAPABLE OF EXCLUSION RESTRICTION OR MONINFRINGMENT UNDER APPLICABLE LAW THE TERM OF ANY IMPLIED WARRANTIES THAT CANNOT BE DISCLAIMED ARE LIMITED TO THE TERM OF THIS AGREEMENT NEUROMED S AND YOUR MAXIMUM LIABILITY TO THE OTHER IS LIMITED TO THE PURCHASE PRICE YOU PAID FOR PRODUCTS OR SERVICES PLUS INTEREST AS ALLOWED BY LAW NEITHER YOU NOR NEUROMED IS LIABLE TO THE OTHER IF YOU OR IT ARE UNABLE TO PERFORM DUE TO EVENTS YOU OR IT ARE NOT ABLE TO CONTROL SUCH AS ACTS OF GOD TERRORISM OR FOR PROPERTY DAMAGE PERSONAL INJURY LOSS OF USE INTERRUPTION OF BUSINESS LOST PROFITS LOST DATA OR OTHER CONSEQUENTIAL PUNITIVE OR SPECIAL DAMAGES HOWEVER CAUSED WHETHER FOR BREACH OF WARRANTY CONTRACT TORT INCLUDING NEGLIGENCE STRICT LIABILITY OR OTHERWISE OTHER THAN THOSE DAMAGES THAT ARE INCAPABLE OF LIMITATION EXCLUSION OR RESTRICTION UNDER APPLICABLE LAW THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION SOME JURIDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPL Y TO You Consequential Credit Financial Assurances You agree to provide such additional documents and instruments as we may reasonably request to assist us in com
4. Limited Warranty attached hereto We will sell to you and you will buy from us the above identified specific Products pursuant to this Agreement No Product shall be deemed sold hereunder unless it is the subject of a fully executed valid and enforceable Agreement including any supplements thereto NeuroMed will also provide you with documentation summarizing your purchase and the agreed upon payment terms for the purchased Products called the Sales Order If you decide to finance your purchase via lease please indicate your decision above A supplement is any written and executed amendment to this Agreement By signing this Agreement you agree to all the terms and conditions contained herein This Agreement together with any and all supplements the exhibits and addenda thereto constitute the entire agreement and understanding of the parties with respect to the subject matter hereof and supersede all prior written and oral agreements proposals bids bid responses and understandings between the parties relative to the subject matter hereof You agree that the terms and conditions of any purchase order you issue pursuant to this Agreement will not become part of this Agreement and will not be binding on us unless and until we agree in writing to such terms and conditions Except as specifically provided for this Agreement may not be terminated early For an understanding of all the terms and conditions of this Agreement between you and Ne
5. NeuroMed Consulting Inc NeuroMed System Proposal MATRIXNeuro Software Valid of 30 days only Page 1 of 10 Physician Date lt NeuroMed Electroanalgesic Delivery System MATRIXNeuro software version 4 1 0 PAIN Management System Quotation Item Description Model Number NeuroMed MATRIXNeuro Software Unit 05051210 1 Hospital power cable 1 Patient lead cable 4 Reusable carbon graphite electrodes 8 x 12 cm with viscose contact pads 2 Electrode fixation wraps 24 1 Operations manual English 1 Electrode placement guide Total 4 500 00 Rev 08 09 10 NeuroMed Consulting Inc NeuroMed System Proposal MATRIXNeuro Software Valid of 30 days only Page 2 of 10 CLINICAL USAGE Stimulate peripheral nerves for the purpose of providing pain relief Management and symptomatic relief of Chronic long term INTRACTABLE PAIN Adjunctive treatment of post traumatic pain Adjunctive treatment in the management of post surgical pain Increasing local blood circulation Maintaining or increasing range of motion Muscle Re education Relaxation of muscle spasms Prevention or retardation of disuse atrophy Immediate post surgical stimulation of calf muscles to prevent venous thrombosis SZS hS gt hS SZS 2S SZS hS SZS hS CLINICAL BENEFITS e Non toxic safe and effective minimal side effects High patient compliance and satisfaction
6. d Services Warranty The terms of services provided to you by NeuroMed consist of this agreement and if you have entered into an extended services agreement the additional terms stated therein For a period of 30 days after services are performed NeuroMed warrants that services provided by it will be performed in a professional and workmanlike manner You should back up all files before services are performed NeuroMed is not responsible for any loss or your data Accessories Warranty Purchaser understands and agrees that MFG warrants the purchased the Accessories for 90 Days only from date of purchase MFG will replace or repair at no charge provided the damage or malfunction was not caused by misuse carelessness fire or contributory negligence on the part of the Purchaser This warranty is only for Accessories This act is affected in writing signed by an authorized officer of NeuroMed only to extend any warranty at no charge to the Purchaser CUSTOMER INITIALS 647 Camino De Los Mares Suite 108 81 San Clemente CA 92673 Phone 949 369 7135 Fax 949 369 1893 Rev 08 09 10 12 13 14 15 NeuroMed Consulting Inc ouroMa NeuroMed System Proposal MATRIXNeuro Software Valid of 30 days only Page 9 of 10 Disclaimer or Warranties Limitation of Liability EXCEPT FOR THE WARRANTIES EXPRESSED IN THIS AGREEMENT NEUROMED DISCLAIMS ALL OTHER WARRANTIES EITHER EXPRESS OR IMPLIED INCLUDING IMPLIED WARRANTIES OF MER
7. does _ not include fully calibrated transducers sufficient to properly operate the Products operation CUSTOMER INITIALS 647 Camino De Los Mares Suite 108 81 San Clemente CA 92673 Phone 949 369 7135 Fax 949 369 1893 Rev 08 09 10 10 11 NeuroMed Consulting Inc NeuroMed System Proposal pouroMe MATRIXNeuro Software Valid of 30 days only Page 8 of 10 Consumables Upon installation of your Products NeuroMed will provide you with a small supply provided by manufacture Beyond this limited initial supply of supplies you are responsible for the acquisition and replacement of additional supplies You are also responsible for all other consumables including but not limited to paper ink cartridges and toner if needed in the products purchased by you NeuroMed Software License NeuroMed owns all rights to the software in the Products You agree to use the Products including any software provided to you by us relating to the operation information storage and retrieval record keeping and communications of the Products only in the manner described in the applicable user manual accompanying the Products We hereby grant you a limited non exclusive non transferable fee bearing license to use one copy of the any software only in conjunction with the use of the Product sold hereunder You agree that you will not translate disassemble decompile reverse engineer alter or modify the software or make any copies of the documen
8. e to physicians After the first year charges for uploading usages are charges to facility at 25 00 per 180 usages NMT2000 1 500 00 Included Total List Sales Price 6 625 00 Shipping amp Handling 250 00 Total 6 875 00 EASY START LEASE PURCHASE PROGRAM No complicated lease application Fast approval no hassle 3 payments for 3 month 0 00 each Lease Purchase equipment cost is 7 46 tax per day Calculation example is based upon a standard 22 day work month monthly 60 month lease purchase program NOTE Average treatment regimen is 12 16 treatments per I C D codes per patient Treatment protocol reimbursement averages between 25 00 45 00 per patient Rev 08 09 10 NeuroMed Consulting Inc NeuroMed System Proposal MATRIXNeuro Software Valid of 30 days only Page 5 of 10 Via a Cy LEASE 6 875 00 Lease Amount requesting Ly 24mo Gy 36 mo Fy 48 mo Fy 60mo Fy 1 00 buyout Fy 10 buyout LJ OTHER FINANCING LI Check Check WILL YOU PURCHASE YOUR PRODUCT J YES JNO CUSTOMER INITIALS At the end of a 60 month lease the customer will purchase the equipment for the indicated buyout amount of the original equipment cost In the case of a 10 buyout the customer may elect to renew the lease monthly The above monthly payment is subject to customer s credit and may be exclusive of applicable and taxes This lease allows for upgrades at any time during the term All add on schedules ma
9. er delivers Products to the address you designate Title to product software remains with NeuroMed or the licensor of the software Your use of software is subject to license agreements applicable to the software You must notify NeuroMed of damaged or missing items from your order within 7 days after you receive your Product Installation You are responsible for preparing the site for installation of the NeuroMed Product which preparation includes identifying system locations and easy access to clean medical grade commercial power Except as specifically identified in an amendment to this Agreement NeuroMed will set up the Product at your prepared site We will make all reasonable efforts to complete Product set up on a schedule agreeable to you and NeuroMed We will provide to you without additional charge one copy of our current user manual for the Product This manual is confidential and proprietary to NeuroMed Training NeuroMed will provide without additional charge one time system orientation training through one or more of the following media on site station tutorial videotape internet CD ROM written manual or the like You agree to participate in Product training or have other responsible personnel available for the same Additional days of on site training will be billed at the rate of 750 00 per day plus travel and related expenses Technical Support NeuroMed will provide technical support for Products at no additional charge for a
10. f longer 30 days after they are shipped to you Purchasing additional Products from NeuroMed does not extend your warranty period To obtain service under this limited warranty you must follow NeuroMed s warranty procedures which will be provided to you If NeuroMed asks you to return defective parts or Products you must do so within 7 days after you receive the replacement parts or Products NeuroMed will charge you for replacement parts or products if you fail to do so If you are a domestic U S customer who purchased Products directly from NeuroMed NeuroMed will arrange to ship replacement parts of products to and from you and will pay the shipping costs If you reside outside the U S the details of your warranty service may vary THIS LIMITED WARRANTY COVERS NORMAL USE NEUROMED DOES NOT WARRANT AND IS NOT RESPONSIBLE FOR DAMAGES CAUSED BY MISUSE ABUSE ACCIDENTS VIRUSES UNAUTHORIZED SERVICE OR PARTS OR THE COMBINATION OF NEUROMED REPRESNETING MANFACTURE BRANDED PRODUCTS WITH OTHER PRODUCTS THIS LIMITED WARRANTY DOES NOT COVER NON NEUROMED SOFTWARE IF NAY OR NON NEUROMED MANUFACTURES BRANDED PRODUCTS ANY WARRANTY APPLICABLE TO NON NEUROMED SOFTWARE IF NAY OR NON NEUROMED BRANDED PRODUCTS IS PROVIDED BY THE ORIGINAL MANUFACTURER If you request services or support for your Product that are outside the scope of this limited warranty NeuroMed may in its discretion provide such services at the rates identified in Paragraph 5 above Services an
11. fter notice thereof from us b your failure to make any payment when due under this Agreement or any supplement hereto or c you become insolvent or admit in writing your inability to pay your debts as they become due or apply for consent to or acquiesce in the appointment of a trustee or a receiver or similar officer for you or any of your property and such action is not dismissed within sixty 60 days or any reorganization bankruptcy debt dissolution other proceeding is instituted by you or against you and if against you then you either consent to acquiesce in or it remains against you for sixty 60 days undismissed or you make an assignment for the benefits or your creditors In the Event of Default by you we may at our option declare this Agreement and or the applicable supplement s to be in default by notice to you and thereafter exercise one or more of the following remedies in addition to any right or remedy allowed in law or equity as we in our sole discretion elect a to proceed by court action either at law or in equity to enforce your performance of this Agreement and or any Supplement or to recover damages for the breach thereof b by notice to cancel this Agreement and or the applicable supplements whereupon your rights in the Products will absolutely cease and you will immediately pay to us any past due amounts under the Agreement or applicable supplement as well as all future payments thereunder and if so requested
12. ill be resolved exclusively and finally by arbitration administered by the National Arbitration Forum NAF and conducted under its rules except as otherwise provided below You and NeuroMed will agree on another arbitration form if NAF ceases operations The arbitration will be conducted before a single arbitrator and will be limited solely to the dispute between you and NeuroMed The arbitration or any portion of it will not be consolidated with any other arbitration and will not be conducted on a class wide or class action basis The arbitration shall be held at any reasonable location which the parties agree by submission of documents by telephone online or in person whichever method of presentation the parties reasonably agree Any decision rendered in such arbitration proceedings will be final and binding on the parties and judgment may be entered thereon in any court of competent jurisdiction consistent with this agreement Should either party bring a dispute in a forum other than NAF the arbitrator may award the other party its reasonable costs and expenses including attorneys fees incurred in staying or dismissing such other proceedings or in otherwise enforcing compliance with this dispute resolution provision You understand that in the absence of this provision you would have had a right to litigate disputes through a court including the right to litigate claims on a class wide or class action basis and that you have expressly and knowing
13. l for full warnings precautions and contraindications High dosage may cause dermal burns Effectiveness is highly dependent upon patient selection by a person qualified in the management of pain patients Please review the Instruction manual carefully prior to use Caution Federal law restricts this device to sale by or on the order of a practitioner licensed by the law of the State in which he she practices to use or order the use of the device Rev 08 09 10 NeuroMed Consulting Inc NeuroMed System Proposal MATRIXNeuro Software Valid of 30 days only Page 3 of 10 Special MATRIX Accessory package Part 05051205 B Product Description Small double pad 4 field electrode two 7 x 7 cm pads ICY eara N om Small double pad 6 field electrode om two 7 x 11 cm pads OUR erna Physical Medicine style electrode 5 x 8 Quantity csctitnnnirearecissaenecssstenseeti iis Total 625 00 Rev 08 09 10 Product F61 0201 F61 0004 Included NeuroMed Consulting Inc NeuroMed System Proposal MATRIXNeuro Software Valid of 30 days only Page 4 of 10 ACCOUNT REPRESENTATIVE ON GOING TRAINING AND SUPPORT On site equipment set up installation and technical training for one year Re training new staff Phone support for suggested anatomical electrode application therapeutic technique and or technical assistance Upload treatment usage charge for treatments for the first year are at no charg
14. ly waived those rights and agreed to resolve any disputes though binding arbitration in accordance with the provision of this Paragraph Attorneys Fees Purchaser understands and agrees to reimburse NeuroMed for its reasonable attorneys fees and other expenses as are incurred to induce or compel the right to indemnify and prevailing party fees and attorneys fees and other expenses If a suit is brought against NeuroMed by purchaser Billing Codes Purchaser understands and agrees that NeuroMed is not a billing authority and has advised the purchaser customer to contact his her local carriers for appropriate acceptable billing codes and amount for this treatment It is also necessary to assure payment that adequate S O A P notes are made in the patient documentation files documentation of the medical necessity of the treatment to assure payment when using any equipment or procedure to control pain Also purchaser is advised it is up to the local Insurance Carriers to consider what payment amount if any is appropriate for the services provided Independent contractors Purchaser understands and agrees that the salespersons are Independent contractors not employees of NeuroMed Consulting Inc and are not authorized to bind NeuroMed or to waive or alter any terms or conditions printed herein or add any provision hereto which acts be affected in writing signed by an authorized officer of NeuroMed only Print Physicians Name Accepted Date Fa
15. on the Sales Order applicable to your purchased NeuroMed Products Unless otherwise specified on the Sales Order payment for Products will be 50 upon order and 50 upon instantiation Any remaining payments are due upon Product installation Your Product might contain software limitations that must be released by NeuroMed for the Product s continued operation NeuroMed reserves the right to maintain the limitations in your Product if you do not complete full payment upon installation If any payment or part of any payment under this Agreement or any Supplement is late you agree to pay a late charge at the rate of 2 per month 24 per annum or the highest rate allowed by law whichever is lower prorated on a daily basis If an invoiced item is disputed you must explain the reason for such dispute in writing within thirty 80 days after your receipt of invoice and we will work with you to resolve such dispute promptly after receipt of notice from you However all notices must be paid in full by the due date pending resolution of such disputes If you financed your purchase the loan or lease transaction is between you and your lender independent of any purchase from NeuroMed except that NeuroMed may at the request of your lender withhold technical and warranty support and other services from you Shipping and Title NeuroMed will arrange to ship Products to you at your expense Title to Products and risk of loss passes to you when NeuroMed s shipp
16. period of twelve 12 months from the date of shipment For our Products that NeuroMed represents the scope of technical support consists of providing and or helping you install during the 12 month term I all software changes updates and upgrades 2 hardware changes updates and upgrades will be provided ONLY if you purchased an upgrade package for any product represented by NeuroMed and 3 troubleshooting issues associated with our represented Products Unless you have entered into an extended services agreement at the end of the twelve 12 month period 1 on site technical support and service will be billed at the rate of 750 per day plus travel and related expenses and 2 telephone technical support will be billed at the rate of 150 per hour Support under this Agreement will also be available via NeuroMed s phone number 1 949 369 7135 M F from 9 5 Pacific Time Any equipment or cabling not provided by NeuroMed is not covered under the scope of this Agreement You may be charged for maintenance and support on a time and materials basis if a problem is logged and found to be attributable to a component not covered under this Agreement NeuroMed does not guarantee that any software will be free from errors either in isolation or in combination with hardware Technical support for issues beyond the term and scope of this basis technical support may be available under other service packages Calibration Your purchase under this Agreement
17. pleting the transactions contemplated by this Agreement and any supplements hereto At NeuroMed s discretion you authorize us to seek or agree to provide us if requested sufficient financial information including your most current audited financial statements interim unaudited financial statements and other information deemed relevant by NeuroMed to establish your credit worthiness and ability to perform the financial requirement under this Agreement and any supplements hereto We retain and you hereby grant to us a security interest in the NeuroMed Product it represents You further agree to provide and sign such additional documents instruments and Uniform Commercial Code financing statements and otherwise to cooperate with US aS may be necessary in order for us to perfect any security interest granted to us by you with respect to any NeuroMed Product it represents and otherwise reasonably to protect our rights hereunder NeuroMed may in its discretion deny credit or refuse to sell the Product to Customer if Customer is not credit worthy Default Each of the following events will constitute an Event of Default by you under this Agreement or any supplement hereto under which such event arises a your failure to perform any of your obligations or your breach of any of the covenants made by you under this Agreement or any agreement you may have with us Performance Failure and your failure to correct such Performance Failure within 30 days a
18. tation or software Nor will you make or cause to be made derivative works You acknowledge that the software is owned or licensed by NeuroMed and is protected by copyright and other laws and you acknowledge and agree that the structure and organization of the any Software represents a trade secret of NeuroMed You will not sell assign sublicense or permit to access to the any software or documentation to any unauthorized person or entity and you will take all actions necessary or reasonably requested by us in order to protect our rights therein You will not distribute the software or remove any notices from the software or NeuroMed Products it represents Product Warranty Manufacture of the products sold by NeuroMed warrants to you the original end user purchaser that the Products will be free from defects in material and workmanship for one year from the date of shipment During the warranty period Manufacture of the product will at its option 1 provide replacement parts necessary to repair the Product 2 replace the Product with a comparable product or 3 Manufacture or its third party service provider will provide labor to resolve warranty issues during your warranty period NeuroMed will determine how and where repair services are provided Replacement parts or products will be new or serviceably used comparable in function and performance to the original part or Product and warranted for the remainder of the original warranty period or i
19. uroMed please read the attached Purchase Agreement Terms of Sale and Limited Warranty which is part of this Agreement Sincerely Customer Service Department NeuroMed Consulting Inc providing advancements in pain management 647 Camino De Los Mares Suite 108 81 San Clemente CA 92673 Phone 949 369 7135 Fax 949 369 1893 Rev 08 09 10 NeuroMed Consulting Inc NeuroMed System Proposal geuroMe MATRIXNeuro Software Valid of 30 days only Page 7 of 10 Purchase Agreement Terms or Sale and Limited Warranty This Agreement applies to any order purchase receipt delivery or use of any Products and services collectively purchase from NeuroMed Consulting Inc or any of its affiliates THIS AGREEMENT APPLIES TO YOUR PURCIIASE UNLESS YOU NOTIFY NeuroMed IN WRITING THAT YOU DO NOT AGREE TO THIS AGREEMENT WITHIN 3 DAYS AFTER YOU RECEIVE THIS AGREEMENT THIS AGREEMENT CONTAINS A DISPUTE RESOLUTION CLAUSE PLEASE SEE SECTION 17 BELOW Payment Terms All Products sales are final unless supplemental terms have been agreed to in writing Advertised or listed prices exclude shipping handling and taxes unless otherwise noted You are responsible for paying all taxes associated with your order NeuroMed may change prices without notice to you before NeuroMed enters your order and may modify and substitute Products and components without notice to you prior to shipping Payment terms Products and Services shall be as specified
20. x back to main office at 949 369 1893 CUSTOMER INITIALS 647 Camino De Los Mares Suite 108 81 San Clemente CA 92673 Phone 949 369 7135 Fax 949 369 1893 Rev 08 09 10
21. y be either coterminous or non coterminous with original lease All lease proposals are subject to credit approval and to acceptance of general terms and conditions Thank you for allowing us to provide value added financing solutions for your organization Please review and sign below acknowledging that you have reviewed and accept the program listed No other equipment is included unless specifically listed and with the authorization of NeuroMed Consulting Inc By signing this Agreement each of us represents that he she has the authority to bind our respective parties to this Agreement Print Physicians Name Physicians Home Address City State Zip Clinic Name Clinic Address City State Zip Office Fax Tax ID Physicians SS Accepted Date 647 Camino De Los Mares Suite 108 81 San Clemente CA 92673 Phone 949 369 7135 Fax 949 369 1893 Rev 08 09 10 NeuroMed Consulting Inc NeuroMed System Proposal MATRIXNeuro Software euroa Valid of 30 days only Page 6 of 10 Dear Customer We use the words you and your to mean the Customer indicated below or those in associated with the Customer The words NeuroMed we us and our refer to NeuroMed Consulting Inc We use the words NeuroMed Product Product or Products to mean any product s sold by or licensed from NeuroMed We use the word Agreement to mean this Purchase Agreement including the Purchase Agreement Terms of Sale and
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