End-User License Agreement

SONOSITE® WORKFLOW SOLUTIONS SOFTWARE SonoSite, Inc. End-User License Agreement

IMPORTANT-THIS IS A LEGAL CONTRACT; PLEASE READ IT CAREFULLY. THE SOFTWARE AND WRITTEN MATERIALS CONTAINED IN OR PROVIDED WITH THE PRODUCT ACCOMPANYING THIS AGREEMENT ARE LICENSED, NOT SOLD, AND ARE AVAILABLE FOR USE ONLY UNDER THE TERMS OF THIS LICENSE AGREEMENT. BY OPENING THE PACKAGE TO WHICH THIS AGREEMENT IS ATTACHED OR IN WHICH THIS AGREEMENT IS ENCLOSED OR BY USING THE PRODUCT, YOU AGREE TO BECOME A PARTY TO THIS AGREEMENT AND BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT OPEN THIS PACKAGE OR USE THE PRODUCT AND PROMPTLY RETURN THE PRODUCT.

This SonoSite, Inc. ("SonoSite") End User License Agreement (“Agreement”) accompanies a SonoSite product (the “Product”) that incorporates software and related explanatory materials (collectively, "Software") that are proprietary to SonoSite and/or its licensor(s). The term "Software" shall also include any modified versions or updates of the Software licensed to you (“Licensee”) by SonoSite, but does not include source code. This copy of the Software is licensed to Licensee, as the end user, subject to all of the terms and conditions of this Agreement.

LICENSE GRANT. Subject to the terms and conditions of this Agreement, SonoSite grants Licensee a non-exclusive and non-transferable license to use the Software for Licensee’s internal use only in accordance with any documentation supplied to you by SonoSite and exclusively in conjunction with the SonoSite ultrasound systems for which the Software was designed.

OPEN SOURCE COMPONENTS. Notwithstanding the foregoing license grant, Licensee acknowledges that certain components of the Software may be covered by so-called "open source" software licenses ("Open Source Components"), which means any software licenses approved as open source licenses by the Open Source Initiative or any substantially similar licenses, including without limitation any license that, as a condition of distribution of the software licensed under such license, requires that the distributor make the software available in source code format. Licensor shall provide a list of Open Source Components for a particular version of the Software upon Licensee's request. To the extent required by the licenses covering Open Source Components, the terms of such licenses will apply in lieu of the terms of this Agreement, and Licensor hereby represents and warrants that the licenses granted to such Open Source Components will be no less broad than the license granted above. To the extent the terms of the licenses applicable to Open Source Components prohibit any of the restrictions in this Agreement with respect to such Open Source Components, such restrictions will not apply to such Open Source Component. The various Open Source Components and their governing licenses are available at http://www.sonosite.com/sws_v1_1_3rdpartyterms.

THIRD PARTY COMPONENTS. Notwithstanding the foregoing license grant, Licensee acknowledges that certain components of the Software may be covered by third party software licenses ("Third Party Components"). To the extent required by the licenses covering Third Party Components, the terms of such licenses will apply in lieu of the terms of this Agreement. The various Open Source Components and their governing licenses are available at http://www.sonosite.com/sws_v1_1_3rdpartyterms.

RESTRICTIONS. Except as otherwise expressly permitted in this Agreement, Licensee may not: (i) reproduce or copy any of the Software; (ii) modify or create any derivative works of the Software, including translation or localization; (iii) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for the Software; (iv) redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer rights to the Software; (v) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software; (vi) copy the printed materials accompanying the Software, (vii) use the Software to operate in or as a time-sharing, outsourcing, service bureau, application service provider environment; or (viii) use the database software as a general SQL server, as a stand alone application or with applications other than the Software.

TERMINATION. Without prejudice to any other rights, SonoSite may terminate this Agreement if Licensee or any of its successors or assigns breaches any of its terms and conditions. Upon termination, Licensee shall destroy all copies of the Software. Termination shall be effective as of the date notice is given to Licensee.

PROPRIETARY RIGHTS. Except as expressly set forth in this Agreement, all right, title and interests in and to the Software shall remain in SonoSite and/or its licensor(s). Licensee acknowledges such ownership and intellectual property rights and will not take any action to jeopardize, limit or interfere in any manner with SonoSite's or its licensors' ownership of or rights with respect to the Software. The Software is protected by copyright and other intellectual property laws and by international treaties.

LIMITED WARRANTY AND REMEDY. SonoSite warrants that for a period of ninety (90) days from the date of shipment by SonoSite, the media on which the Software is furnished will be free from material defects in workmanship and material. This warranty is conditioned upon SonoSite’s receipt of written notice of a defect prior to the end of the warranty period. Upon receipt of timely notice, SonoSite will promptly replace such media at no additional charge to Licensee. Replacement of the media is Licensee’s sole remedy and P13282-02 Rev A 06/07/10 SonoSite’s sole obligation under this warranty. This warranty and SonoSite’s obligations hereunder shall terminate immediately and without notice if the Software is (i) subjected to misuse, alteration, improper installation or improper storage, (ii) used in a manner or configuration other than as specified in the user manual or other documentation provided by SonoSite, or (iii) damaged or destroyed by any cause beyond SonoSite’s reasonable control.

DISCLAIMER AND RELEASE. THE FOREGOING LIMITED WARRANTY OF SONOSITE AND THE REMEDIES OF THE LICENSEE SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND LICENSEE HEREBY WAIVES, RELEASES AND DISCLAIMS, ALL OTHER WARRANTIES, OBLIGATIONS, AND LIABILITIES OF SONOSITE AND ALL OTHER RIGHTS, CLAIMS, AND REMEDIES OF LICENSEE AGAINST SONOSITE, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO THE SOFTWARE OR THE PRODUCTS DELIVERED UNDER THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT; (B) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE; (C) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE (ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY OR STRICT LIABILITY OF SONOSITE; AND (D) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR INFRINGEMENT.

LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SONOSITE OR ITS LICENSORS, SUPPLIERS OR RESELLERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE, LOSS OF BUSINESS PROFITS, LOSS OF BUSINESS INFORMATION OR MALFUNCTION, OR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

EXPORT CONTROL. Licensee agrees to comply with all export laws and restrictions and regulations of the United States or foreign agencies or authorities, and not to export or re-export the Software in violation of any such restrictions, laws or regulations, or without all necessary approvals.

U.S. GOVERNMENT END USERS. The Software is a "commercial item," consisting of "commercial computer software" and "commercial computer software documentation," and is provided with “RESTRICTED RIGHTS,” as such terms are defined in the Federal Acquisition Regulations and the Defense Federal Acquisition Regulations, as applicable. U.S. Government licensees acquire the Software with only those rights set forth herein.

GENERAL. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof. This Agreement may be amended only by a writing signed by the duly authorized representatives of both parties and dated subsequent to the date of this Agreement. Except to the extent applicable law, if any, provides otherwise, this Agreement shall be governed by the laws of the State of Washington, U.S.A., excluding its conflict of law provisions. Licensee consents to jurisdiction and venue in the state and federal courts sitting in the state of Washington. The United Nations Convention on Contracts for the International Sale of Goods shall not govern this Agreement. If any provision in this Agreement should be held illegal or unenforceable by a court having jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, and other provisions of this Agreement shall remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any prior, contemporaneous or subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. The provisions of this Agreement, which require or contemplate performance after the expiration or termination of this Agreement, shall be enforceable notwithstanding such expiration or termination. . This agreement, and any rights or obligations hereunder shall not be assignable by contract or by operation of law without the prior written approval of SonoSite, which shall not be unreasonably withheld. The relationship between SonoSite and Licensee is that of independent contractors and neither Licensee nor its agents shall have any authority to bind SonoSite in any way. The headings to the sections of this Agreement are used for convenience only and shall have no substantive meaning.

LICENSEE OUTSIDE THE U.S. If Licensee is located outside the U.S., then the provisions of this Section shall apply. (i) The parties confirm that this Agreement and all related documentation is and will be in the English language (“Les parties aux présentes confirment leur volonté que cette convention de même que tous les documents y compris tout avis qui s’y rattaché, soient redigés en langue anglaise.”) If Licensee has received a translation of this agreement into another language, such translation has been provided for Licensee's convenience only. (ii) Licensee is responsible for complying with any U.S. laws and any local laws in Licensee’s jurisdiction which might impact its right to import, export, re-export or use the Software, and Licensee will comply with any regulations or registration procedures required by applicable law to make this license enforceable.

P13282-02 Rev A 06/07/10