DISTRIBUTOR TERMS AND CONDITIONS OF SALE (U.S.)

ICU MEDICAL SALES, INC.

DISTRIBUTOR TERMS AND CONDITIONS OF SALE (U.S.)

THE TERMS AND CONDITIONS (“CONTRACT”) SET OUT BELOW APPLY TO THE SALE OF EQUIPMENT, SUPPLIES, COMPONENTS, SPARE PARTS OR MATERIALS OR OTHER GOODS (“PRODUCTS”) OFFERED BY ICU MEDICAL SALES, INC (“ICU MEDICAL”) AND ORDERED BY THE PERSON, BUSINESS, COMPANY, OR GOVERNMENT AGENCY (“DISTRIBUTOR”) WHICH PURCHASES THE PRODUCTS FROM ICU MEDICAL SEEKING TO PURCHASE THE PRODUCTS, UNLESS MODIFIED BY A SEPARATE WRITTEN AGREEMENT BETWEEN ICU MEDICAL AND DISTRIBUTOR.

NO TERMS OR CONDITIONS SET FORTH ON, DELIVERED WITH OR CONTAINED IN THE DISTRIBUTOR’S PURCHASE ORDER, CONFIRMATION OF ORDER, SPECIFICATION OR OTHER DOCUMENT SHALL BE BINDING ON ICU MEDICAL. ICU MEDICAL EXPRESSLY REJECTS ANY SUCH OTHER TERMS AND CONDITIONS. ANY VARIATION TO THESE TERMS AND CONDITIONS AND ANY REPRESENTATIONS ABOUT THE PRODUCTS SHALL HAVE NO EFFECT UNLESS SET OUT IN WRITING AND SIGNED BY AUTHORISED REPRESENTATIVES OF EACH OF THE PARTIES. THE DISTRIBUTOR ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY STATEMENT, PROMISE OR REPRESENTATION MADE OR GIVEN BY OR ON BEHALF OF THE ICU MEDICAL THAT IS NOT SET HEREIN.

ANY DISTRIBUTOR PURCHASES OF ICU MEDICAL PRODUCTS FROM ANY THIRD PARTY IS AT DISTRIBUTOR’S SOLE RISK.

1. PRICES.

1.1 Unless otherwise agreed by ICU Medical in writing, the price for the Products shall be ICU Medical’s standard distributor price in effect from time to time. ICU Medical reserves the right to change prices without notice to Distributor. In any event, the price set forth on ICU Medical’s invoice controls.

1.2 Prices do not include, and Distributor will pay or reimburse ICU Medical for, any and all taxes (other than ICU Medical’s income taxes) and other governmental fees, assessments, duties and charges that are payable as a result of this transaction or Distributor's use or resale of Products.

2. PAYMENT; SHIPPING. Payment terms are Net 30 days paid by EFT from date of invoice. Product is shipped F.O.B. point of shipment (freight prepaid and add). Title and risk of loss to the Products shall pass upon delivery of the Products to the carrier. Product will only be shipped to Distributor’s owned or leased facilities. Distributor shall not submit any orders for Product to be drop-shipped to any other location.

3. DISTRIBUTOR ORDERING PROCESS; MINIMUM ORDERS; DROP SHIPMENTS.

3.1 Order Placement. Distributor agrees to place orders on a mutually agreed upon frequency and day of the week. The agreed upon order day will be agreed upon in writing. Orders that are not placed on the agreed upon order day will not begin processing until the following order day resulting in a process delay of up to 4 business days.

3.2 Order Minimums. Distributor agrees to make efforts to order in full truck load quantities. If the Distributor places repeated orders that are less than truck load quantities, ICU Medical will notify the Distributor and schedule a meeting to discuss transportation penalties. At such meeting, ICU Medical and Distributor are to reach mutual agreement regarding transportation penalty fees to be paid by the Distributor on a go forward basis for less than full truck load orders.

3.3 Order Forecast. Distributor shall provide a twelve (12) month rolling forecast to ICU Medical during the first week of each month.

3.4 Emergency Orders. Transportation for orders that require delivery to an address outside of the agreed upon warehouse locations is the responsibility of Distributor if the need for such delivery is due to the Distributor’s action or inaction.

4. DELIVERY TERMS.

4.1 Delivery Times. Purchase orders are subject to a forty-five (45) day lead time. ICU Medical will notify Distributor of any Products that are backordered, unavailable, or discontinued following receipt of purchase order, including the reason for the delay and the expected availability date.

4.2 Order Shipment. Orders will be shipped on a mutually agreed upon day of the week (“Shipping Day”). The agreed upon Shipping Day will be agreed upon in writing. Orders cannot be picked up, shipped, or delivered on weekends or US holidays. Orders with a Shipping Day that falls on a US holiday will be rescheduled for the next business day. In the instance that an entire order cannot be fulfilled, only those items in stock will be shipped. In order to consolidate shipments, ICU Medical may ship Products from any pending Distributor order, regardless of when the order was placed. Distributor must commit to providing delivery appointments that align with the order shipment date.

5. RETURNS. With the exception of returns in connection with any recalls or warranty claims, any other returns of Products shall be governed by ICU Medical’s then current Returned goods policy found at https://www.icumed.com/support/customer-support-documents.

6. LIMITED LICENSE; REMEDIES.

6.1 ICU Medical reserves all proprietary rights in all designs, manufacturing details and other data pertaining to the Products and Software and to all discoveries, inventions, patent rights, trade secrets, know-how and other proprietary data arising out of work done in connection with the formulation, manufacture and testing of the Products and Software, including the sole right to manufacture and, except as provided herein, market the Products and Software. Distributor shall not obtain any proprietary right in the Products or Software and agrees to hold the Products and Software subject to such reservations.

6.2 Distributor acknowledges that ICU Medical owns (or has acquired the rights to) and shall at all times own (or have rights to) the sole right, title and interest in and to the Tradenames and Trademarks. Distributor agrees that it will not directly or indirectly do or cause to be done, whether by commission or omission, any act which may in any way jeopardize or adversely affect the validity or distinctiveness of the Tradenames and Trademarks or the title of ICU Medical thereto, and at ICU Medical’s expense and upon reasonable request by ICU Medical or any of its representatives, do all things and execute all documents that may at any time be necessary or desirable to ensure the validity or distinctiveness of the Tradenames and Trademarks and to ensure the title of ICU Medical thereto. Distributor shall not remove any of the Tradenames or Trademarks or any other insignia of ICU Medical or marking affixed to the Products and Software.

6.3 Subject to the provisions of Section 6.4 below, Distributor shall have the non-exclusive right to utilize the Tradenames and Trademarks in advertising and promotional material for the Products and Software, provided that: (a) all such advertising and promotional materials utilized by Distributor, whether obtained from ICU Medical or created independently by Distributor, shall indicate that each Tradename or Trademark used in such advertising is a Tradename or Trademark of ICU Medical (or its licensor); and (b) all such advertising and promotional materials created independently by Distributor shall be submitted to ICU Medical for review prior to use and shall not be used without the prior written consent of an authorized ICU Medical officer or representative. Distributor shall not sublicense to or otherwise permit the use of the Tradenames or Trademarks by others.

6.4 In the event this Contract is terminated for any reason, Distributor shall thereafter have no right to use the Tradenames and Trademarks in any manner, and Distributor shall immediately cease usage of the Tradenames and Trademarks, including without limitation usage in advertising and promotional materials.

7. LIMITED PRODUCT WARRANTY.

7.1 Limited Product Warranty. ICU Medical warrants that the Products sold to Distributor:

(a) meet ICU Medical’s specifications, and will be manufactured in accordance with all current Good Manufacturing Practices and other Applicable Laws in effect at the time of manufacture,

(b) are free of defects in workmanship and material, and

7.2 Software warranty terms are defined in the Software Terms of Use, and this section 7 shall not apply to Software.

7.3 Service Warranty. ICU Medical warrants that the Services provided to the Distributor shall be performed in a workmanlike manner in accordance with generally accepted industry standards.

7.4 Warranty Periods. The Product, Software and Service warranties shall apply as follows:

(a) For Infusion Pumps and Equipment (which includes wireless modules, but does not include batteries), for a period of twelve (12) months from the date of shipment to Distributor, except that the CADD^™-Solis Ambulatory Infusion Pump shall have a warranty of twenty-four (24) months from the date of shipment to Distributor;

(b) For Accessories, Solutions, Consumables, Disposables, and batteries for Infusion Pumps for a period of ninety (90) days from the date of delivery to Distributor;

(c) For repair Services: for a period of ninety (90) days from performance or completion of the corresponding repair Service.

7.5 Warranty obligations for Products. All warranty repairs, replacements or refunds shall be limited to Product issues which are, as reasonably determined by ICU Medical, due and traceable to defects covered by the corresponding Product’s warranty. Distributor’s sole and exclusive remedy, and ICU Medical’s sole obligation, under the Product warranty shall be for ICU Medical to:

(a) If the Product is an Infusion Pump, Equipment, or an Accessory, repair or replace the Product under warranty, or

(b) If the Product is a Consumable, Solution or Disposable, replace the Product under warranty, or

(c) If, in ICU Medical’s sole opinion, the Product cannot be repaired or replaced, in particular where such actions would not be commercially reasonable or feasible, refund or credit (at ICU Medical’s discretion) any sums paid by Distributor to ICU Medical for the Product under warranty.

7.6 Warranty obligations for repair Services. All warranty activities by ICU Medical shall be limited to repair Service issues which are, as reasonably determined by ICU Medical, due and traceable to defective performance covered by the corresponding Service’s warranty. Distributor’s sole and exclusive remedy, and ICU Medical’s sole obligation, under the Service warranty shall be for ICU Medical to:

(a) re-perform or repair the Product under warranty, or

(b) If, in ICU Medical’s sole opinion, the Service cannot be re-performed or corrected, in particular where such actions would not be commercially reasonable or feasible, refund or credit (at ICU Medical’s discretion) any sums paid by Distributor to ICU Medical for the Service under warranty.

7.7 Voiding of Warranties. The warranties set out herein shall not apply and shall be void if, and to the extent that, the corresponding Products and/or repair Services have been:

(a) damaged, misused, neglected or subjected to improper storage while in Distributor’s or end user’s possession;

(b) used, handled, maintained, or implemented other than in accordance with their Product Documentation, such prohibited uses including but not limited to:

i. re-use of single-use Products,

ii. use of single-use Products beyond the indicated maximum duration of use,

iii. use of Disposables and/or Consumables with any infusion pumps or equipment other than those explicitly authorized by ICU Medical and as stated in the Product Documentation,

iv. use of Infusion Pumps or Equipment with any disposables or consumables other than those explicitly authorized by ICU Medical and as stated in the Product Documentation,

v. cleaning, modification, fitting or repair of Products with non-ICU Medical approved (i) replacement parts, (ii) accessories or components, or (iii) cleaning agents.

(d) subject to implementation, repair or attempted repair by unauthorized personnel;

(e) resold, leased or otherwise transferred possession to the benefit of a third party except as authorized under this Contract;

(f) damaged due to unsuitable power sources or other environmental conditions;

(g) used by Distributor or end user notwithstanding the fact that Distributor or end user knew or ought to have known the Product was defective or damaged.

7.8 Warranty by Distributor. ICU Medical’s warranties are made only to Distributor. Distributor will make no warranty in its resale of the Products or Software unless Distributor clearly identifies that the warranty is the Distributor’s only and is not the responsibility of ICU Medical. Distributor will indemnify ICU Medical against any claim (including the expenses of defending the claim) by any third party alleging loss, damage or injury, howsoever caused or arising, which claim is predicated on warranties issued by Distributor.

8. LIMITATION OF LIABILITY. ICU MEDICAL HEREBY EXPRESSLY DISCLAIMS (AND THEREFORE IS HEREBY EXCLUDED FROM THIS CONTRACT) ANY OTHER WARRANTY, EXPRESS OR IMPLIED, AS TO THE PRODUCTS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE FORTH IN THIS CONTRACT. DISTRIBUTOR HEREBY WAIVES ALL CLAIMS FOR GENERAL, CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES, OR FOR ANY LOST BUSINESS, REVENUES OR PROFITS, OR LOSS OF DATA RESULTING FROM ANY BREACH OF THIS CONTRACT, AND AGREES THAT ICU MEDICAL’S LIABILITY AND DISTRIBUTOR’S EXCLUSIVE REMEDY ARE EXPRESSLY LIMITED TO THE REPLACEMENT OF OR CREDIT TO DISTRIBUTOR OF THE NET PRICE PAID FOR ANY PRODUCT THAT DOES NOT MEET THE WARRANTY SET FORTH IN THIS SECTION, AND SUCH LIABILITY SHALL IN NO EVENT EXCEED THE PURCHASE PRICE FOR SUCH PRODUCT; PROVIDED HOWEVER, THAT NOTHING IN THIS PARAGRAPH SHALL BE DEEMED TO EXCLUDE OR LIMIT ANY LIABILITY UNDER ANY APPLICABLE LAWS WHICH, UNDER SUCH APPLICABLE LAWS, CANNOT BE EXCLUDED OR LIMITED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ICU MEDICAL’S AGGREGATE LIABILITY HEREUNDER SHALL BE LIMITED TO THE TOTAL OF ALL SUMS PAID BY DISTRIBUTOR TO ICU MEDICAL UNDER THE CONTRACT AT THE TIME OF THE EVENT OR EVENTS GIVING RISE TO THE CLAIM(S).

9. FORCE MAJEURE. Neither party hereto shall be liable for delays in or failure to perform any obligation (other than the obligation to make payments) under this Contract in whole or in part due to any cause beyond the delayed party’s reasonable control, including acts of God or of the public enemy, war, insurrection, mob violence, civil commotion or riots, strikes, lockouts, labor disputes, fire, floods, earthquakes, epidemics, pandemics, quarantine restrictions, public health emergencies, freight embargoes, unusual delays in transportation, lack of shipping facilities, market-wide inability to obtain supplies at reasonable prices, market-wide shortages including shortage of raw materials, unavoidable casualty, accidents, abnormal amount of inclement weather or unusually severe weather, changes in government policy guidelines, laws or regulations including but not limited to imposition of quotas or shipments, or any other cause, or causes beyond the control of ICU Medical or Distributor whether specified above or not. The party affected by the foregoing force majeure shall promptly and timely notify the other party of the existence thereof, the expected delays, and the estimated effect on its performance hereunder. The affected party shall use all reasonable efforts to minimize delay of its performance.

10. ASSIGNMENT. This Contract may be assigned by a party only with the prior written consent of the other party; provided, however, that either party may assign this Contract without such consent to (i) its parent or a wholly-owned subsidiary of its

parent or ICU Medical may assign its rights and obligations under this Contract to any Affiliate, or (ii) any successor by merger or acquisition or by divestiture or spin-off of substantially all of the business to which this Contract relates. Any permitted assignee shall assume all obligations of its assignor under this Contract. For purposes of this Section, “Affiliate” means any entity directly or indirectly controlled by, controlling, or under common control with a party to this Contract, but only for as long as such control shall continue.

11. AMENDMENT. Except as otherwise expressly provided herein, no amendment or modification of any provision of this Contract shall be effective unless in writing and signed by the parties.

12. THIRD PARTY BENEFICIARIES. Nothing in these terms and conditions is intended to benefit any person other than the Distributor and ICU Medical.

13. GOVERNING LAW. This Contract shall be governed by and construed in accordance with the laws of the State of California, without giving effect to its choice of law provisions.

14. DISCOUNTS AND REBATES. To the extent applicable, the purchase prices under this Contract (including the value of any discounts, rebates, or other price concessions) are intended to reflect discounts or other reductions in price within the meaning of the discount exception to the federal anti-kickback statute 42 U.S.C. Section 1320a-7b(b)(3)(A). In addition, any value provided to the Distributor under this Contract shall be provided in accordance with the provisions of the federal anti-kickback statute warranty safe harbor regulation (42 CFR Section 1001.952(g)). Distributor shall properly report, including any amendments or adjustments required to such reporting, and appropriately reflect such discounted prices on cost reports or claims submitted to any state or federal program that provides reimbursement to Distributor for the items to which the discount applies. Further, Distributor shall retain invoices and other price documentation and make them available to federal or state officials upon request.

15. QUALITY REQUIREMENTS.

15.1 Good Distribution Practices. The level of quality of the Products shall be maintained by Distributor throughout its distribution network without any alteration of the various Products’ respective properties. To this end, the Distributor represents and warrants that it complies and shall continue to comply with all applicable current good distribution practices or otherwise ensure that the Product has not deteriorated or damaged or otherwise changed its specifications.

15.2 Distributor shall ensure that its processes ensure that for the Products it distributes, that storage conditions are observed at all times, including during transportation, that contamination from or of other Products is avoided, that an adequate turnover of the stored Products takes place and that the Products are stored in appropriately safe and secure areas and ensure that any temperature, humidity, and handling requirements specified for the Product in its labeling are followed. In addition to this, the Quality System must ensure that the right Products are delivered to the right addressee within a satisfactory time period.

15.3 Distributor shall not amend, alter or remove any label, Tradename or Trademark, or instruction relating to the Products and Software, and shall not modify the Products or Software, or any part or component thereof, without ICU Medical’s prior written consent.

15.4 Emergency plan and recalls. To the fullest extent permitted by Applicable Laws, ICU Medical may determine whether or not to recall any of the Products or Software from the market. In accordance with such determination, ICU Medical shall, at its costs and responsibility, carry out such recall which is to be implemented in accordance with the strategy and plan (which is to address, without limitation, the scope, timing, and manner of the recall) determined in consultations with Distributors in advance. For the avoidance of doubt, this Section does not and shall not limit or affect, in any way, Distributor’s right and obligation to recall the Products and Software from the relevant market in accordance with Applicable Laws subject to ICU Medical’s prior written consent.

15.5 In the event of any potential recall of Products or Software where the Distributor is faced with potential field action decision independent of ICU Medical decision, the Distributor will immediately consult with ICU Medical as to the actions which will be taken with respect to customers and with respect to government authorities in implementing such recall, including without limitation, in locating, and retrieving if necessary, affected Products from customers. The Distributor will obtain ICU Medical’s written approval on such actions prior to implementing a Product or Software recall; provided that no party will unreasonably withhold or delay Contract to such actions, and the parties will observe all legal and regulatory requirements which apply to such recall. The Distributor will follow all instructions given by ICU Medical, if ICU Medical, at its discretion, demands that some of the Products or Software sold have to be taken out of the market, or that customers have to be warned or that any other measure have to be taken in the light of any recall. In the event of a recall of a Product or Software, whether required or voluntary, the recall will be at the cost and expense of the party responsible for the Product or Software deficiencies that are the cause of the recall. If the parties are equally at fault for such recall or, or should it prove impossible to assign fault to either party, then the costs and expenses of and the responsibility for all corrective actions associated with the recall shall be reasonably agreed upon and allocated between the parties by mutual written Contract of the parties prior to implementation of said corrective actions. In the event of a disagreement between Distributor and ICU Medical as to the technical root cause of a recall then the matter may be referred to an independent testing laboratory mutually agreed to by ICU Medical and Distributor and the determination of such testing laboratory shall be final. The party who was incorrect in its assessment shall be responsible for the cost of such independent testing laboratory.

(a) An emergency plan for urgent recalls and a non-urgent recall procedure must be described by the Distributor in a written procedure. The Distributor shall designate a person as responsible for execution and co-ordination of recalls.

(b) Any recall operation must be recorded at the time it is carried out and records must be made available to the competent authorities within whose jurisdiction the Products or Software were distributed and provided to ICU Medical.

(c) In order to ensure the efficacy of the emergency plan, the system of recording of deliveries must enable all destinies of the Products or Software to be immediately identified and contacted.

(d) In case of batch recall, the Distributor must ensure that all customers (including other wholesalers, retail or pharmacists and persons entitled to sell the Products to the public) to whom the batch was distributed are informed with the appropriate degree of urgency.

(e) The recall message approved by ICU Medical, and, when appropriate, by the competent authorities, must indicate whether the recall must be carried out also at retail level. The message must request that the recalled Products or Software be removed immediately from the saleable stock and stored separately in a secure area until they are sent back according to the recall strategy.

(f) The Distributor must provide ICU Medical with all recall documentation for the Products and Software, and a complete recall file upon completion of the recall.

16. COMPLIANCE WITH LAWS AND REGULATIONS.

16.1 Distributor will comply with all federal, state and local laws, regulations and ordinances applicable to its business and activities and will indemnify ICU Medical for any and all claims, damages, penalties, assessments and liabilities imposed on ICU Medical relating to or resulting from Distributor’s failure to comply with such applicable laws, regulations and ordinances.

16.2 Without limiting the scope of section 16.1, Distributor shall fully comply with the US Foreign Corrupt Practices Act and other laws prohibiting bribery and corruption in connection with any transaction relating to this Distributor’s purchase of Products.

16.3 Distributor is not authorized to export Products from the US without ICU Medical’s prior authorization. In any event, and without regard to whether ICU Medical has given such authorization, Distributor shall fully comply with laws and regulations governing the export of goods from the US, including those administered by the US Department of Commerce and the US Department of State.

16.4 ICU Medical may from time to time request certification of Distributor’s compliance with any such laws described above. Distributor’s failure to provide such certification shall be a material breach of this Contract.

16.5 Distributor shall promptly report to ICU Medical any concerns it may have regarding any business practices by any ICU Medical employee or any supplier, subcontractor, channel partner, consultant, agent or other party with whom ICU Medical does business by emailing ICU Medical at reports@lighthouse-services.com, by calling ICU Medical’s toll-free corporate governance reporting hotline number in North America 1-844-330-0007, or by using the associated website https://www.lighthouse-services.com/icumed.

16.6 Distributor shall, for the term of this Contract, maintain general liability and product liability insurance and cargo/transit insurance covering all risks of physical loss or damage to cargo handled by Distributor at a full replacement cost in the amount of no less than Ten Million Dollars ($10,000,000), and shall provide ICU Medical with written proof of same upon the request of ICU Medical.

17. SALES PARTNER CODE OF CONDUCT. Distributor represents and warrants that it has read and that it understands ICU Medical’s Sales Partner Code of Conduct (“Code of Conduct”), available at https://www.icumed.com/about-us/corporate-policies-disclosures/sales-partner-code-of-conduct the applicable provisions of which are incorporated into this Contract by reference as if fully set forth herein The Parties agree that compliance by Distributor with ICU Medical’s Code of Conduct, as may be amended from time to time, is an express condition of Distributor’s continued appointment and performance under this Contract. Distributor will on request certify such compliance from time to time during the term of this Contract. The Parties agree that Distributor’s failure to comply with ICU Medical’s Code of Conduct or its failure to provide a certification of such compliance upon ICU Medical’s request shall justify termination of this Contract by ICU Medical upon twenty (20) days written notice to Distributor, without liability to ICU Medical.

18. DEFINITIONS.

“Accessories” means accessories purchased for use with the Infusion Pumps or Equipment, applicable only if purchased under this Contract. The term “Accessories” does not include batteries for Infusion Pumps or Equipment.

“Applicable Laws” means all local laws, regulations, orders and ordinances and ICU Medical policies, rules and regulations currently in effect or which may take effect during the Term of this Contract, and which apply to the Products and/or the Distributor’s activities and operations relating to the products and/or this Contract.

“Consumables” means non-dedicated disposables which are individual single-sterile and single use, applicable only if purchased under this Contract.

“Disposables” means individual single-sterile and single use disposables which are dedicated for use with the Infusion Pumps or Equipment, applicable only if purchased under this Contract.

“Equipment” means hardware sold by ICU Medical, including applicable pre-installed Firmware, applicable only if purchased under this Contract, but does not include Infusion Pumps.

“Equipment, Infusion Pump and Software Terms” means, to the extent applicable, the Equipment, Infusion Pump and Software Terms available on request in connection with the purchase and use of Equipment, Infusion Pumps and Software by Customer (as defined therein).

“Infusion Pump” means an external infusion pump used to deliver fluids and/or medications, including applicable Firmware, applicable only if purchased under this Contract.

“Product Documentation” means the product instructions for use, package inserts, product labelling, product packaging, manuals and specifications (together, the ‘Product Documentation’) for any Product.

“Software” means ICU Medical MedNet^™ Safety Software, LifeShield^™ Associate application (mobile or desktop), or LifeShield^™ Data Viewer software, PharmGuard^™ Administrator medication safety software, PharmGuard^™ Server software, PharmGuard^™ Toolbox 2 medication safety software, PharmGuard^™ Interoperability software, and the options offered by ICU Medical from time to time.

“Software Terms of Use” means, to the extent applicable, the Software Terms of Use, available upon request, between ICU Medical and Distributor in connection with this Contract providing for the licensing of one or more Software products to Distributor.

“Services” means certain professional services relating to software under this Contract.

“Solutions” means intravenous, irrigation, and nutritional solutions, applicable only if purchased under this Contract.

“Tradename” or “Trademark” means those names and trademarks that ICU Medical owns (or has acquired the rights to), a list of which is available upon request.