SERVICE CONTRACT AGREEMENT

1. This agreement (hereinafter, ” the contract”) is made between EMEDS LTD, of P.O. Box 30259,
Kampala, Uganda (hereinafter called “The Company) of the one part and CWRU P.O. Box 1005,
KAMPALA (hereinafter called “The Client”) of the other part.
2. Whereas the company being registered with the government of Uganda to engage in medical support
services will undertake to perform specific maintenance procedures on the clients equipment
(hereinafter “the equipment”) as detailed below, at the specified frequency during the period for which
this contract remains valid.
3. This document will come into effect on the endorsement by both parties at No. 20 and the settlement of
the contract fees as detailed at No.18 below on the date indicated thereon for twelve (12) calendar
months subsequent.
4. This contract shall be renewable annually.
5. Equipment must be in full working condition at the commencement of the contract. Inspection and any
necessary repairs to bring instruments to full working condition shall be carried out at the clients’ cost
where any equipment has not been under warranty or service contract prior to the commencement of a
new contract agreement.
6. The company reserves the right where it deems necessary to require the client to return the equipment
to the company’s premises for repair, inspection or overhaul at no extra cost to the client.
7. The company shall be relieved of its’ obligations hereunder to the equipments if:-
a) The equipment is damaged through accident, misuse, theft, water, or neglect except where this is
directly due to any act of omission and / or commission of the company, its employees or duly
authorized agents.
b) The client employs additional attachment features or devices to the equipments other than those
specifically authorized by the company in writing or in its customer instruction manual or makes an
alteration to the equipment or caries any maintenance procrdures of the same without the
company’s prior written consent.
8. Any change in the location of any of the equipments shall be promptly notified to the company, in any
case, before the next service call. Any change(s) occasioning increased travel costs will immediately
alter the rates payable hereunder and the company shall, at its discretion, raise a further invoice to the
client forthwith.
9. This contract may be terminated by either party by giving ninety (90) days advance notice in writing. A
contract fee refund not exceeding 50% will be made to the client where termination by the client occurs
within the first quarter of the contract life. Termination by the company will be refunded on pro-rata
basis, less cost of spares as envisaged in 12 IV below.
10. This contract agreement is not transferable.
11. Except as set out in this contract agreement, there are no understandings, agreements, representations or
warranties, express or implied, not specified herein respecting this agreement.
12. The company will provide a service engineer to visit the client’s premises during the company’s normal
working hours of 900am to 5:00 pm (excluding public holidays),Monday to Fridays to carry out
preventive maintenance as follows:
I. The equipments shall be cleaned.
II. Pneumatic, Hydraulic, Mechanical, Electrical, Electronic tests together with the appropriate
calibration and output procedures shall he performed on the various modules as per relevant
Manufacturers’ service protocol.
III. Every three months the equipment will receive Preventive Maintenance Inspection and
written Inspection report issued.
 SERVICE CONTRACT AGREEMENT
IV. Every six months, replaceable parts including Air/Fluid Filters, peristaltic pump tubing,
Heater elements, Thermostats and Fuses, specifically identified on commencement of this
contract, will be replaced at no extra charge. The company shall undertake to stock all such
spares so identified in sufficient quantities to the maximum value not exceeding 10% of the
cost of this contract.
V. Other than parts specified above, all other components and modules will be conditioned as
appropriate and if in the opinion of the engineer replacement is desired, such will be
effected only after the client is notified, their consent obtained, separate invoice raised and
settled.
VI. A written report detailing works performed, parts replaced, module functionality will be
issued after every service visits.
VII. Appropriate operator training or demonstration will be performed during a PMI visit at no
extra cost as desired by the client.
13. The client shall be responsible for the operator maintenance including but not limited to performing
cleaning and calibration procedures as described in the respective operator manuals. The company is,
however, absolved from responsibility arising or caused by any such action of the client or their agents
resulting in the malfunction and/or damage of the equipment so maintained.
14. The client shall provide reagents, controls, and any other consumables necessary for the effective
completion of the PMI procedures as required by the company’s service engineer.
15. Manufacturer hardware and software upgrades will be performed at no extra charge other than the cost
of the required material as specified in the service bulletin from time to time.
16. Service Distress Calls by the client shall be responded to, in person, by phone or email within 24 hours
failure to which a Distress penalty of USD 20 or 10% of the faulty equipments yearly contract value,
whichever is the lesser, shall be levied against the company.
17. Corrective service calls, other than those detailed herein, between Scheduled PMI visits, will be
charged at a fixed rate of USD 50 net exclusive of spare parts condemned and replaced; Corrective
service calls made during scheduled service visits will not be charged except for the cost of spares used.
18. A special introductory yearly contract fees of USD 3,737, payable in advance, within thirty days of the
contract life, will be levied to include Engineer travel, Accommodation, incidental expenses, spares as
detailed at No.12 part IV, above and Contract Management.
The contract Equipments Inventory shall include but not limited to the following:
i. C02 INCUBATOR BARNSTEAD SIN 0305591
ii. C02 INCUBATOR MODEL FORMA SCIENTIFIC
iii. CENTRIFUGE MODEL JOUAN S/N 30409033
iv. WATER JACKETED INCUBATOR MODEL 3158 S/N3069-5594
v. CENTRIFUGE MODEL MULTI RF S/N 84670167
vi. REFRIGERATOR TOSHIBA MODEL GR-N46UT
vii. FLOURESCENT MICROSCOPE S/N 3311000414
viii. FLOURESCENT MICROSCOPE MODEL AXIOSKOP S/N 451487
ix. LEICA DISSECTING SCOPE
x. REFRIGERATOR MODEL FRESH MASTER GR 412M
xi. REFRIGERATOR TOSHIBA GRE25I
xii. REFRIGERATOR PUFFE HUBBARD S/N 0126448
xiii. REFRIGERATOR TOSHIBA GRE 911K
xiv. INCUBATOR MEMMERT (small hallway)
xv. OHAUS ANALYTICAL BALANCE S/N 1126461291
xvi. FREEZER-80 FORMASCIENTIFIC MODEL NO 958 S/N78609
 xvii. THERMO ELECTRON MODEL720 S/N 812668
xviii. UPS MODEL SUA7501
xix. FISHER VORTEX MIXER MODEL G560E S/N281 1355
xx. PLATFORM SHAKER MODEL CLASSIC CI S/N20Q23040
xxi. UPS FOR BACTEC I MGIT 960 S/N UX342A0143
xxii. UPS FOR BACTEC 1 MGIT 960 S/N UX342A0144
xxiii. UPS FOR INCUBATOR NO.3 S1NYS04322 10464
xxiv. UPS FOR BACTEC 9120 S/N YSO4 1220566
xxv. UPS FOR COMPUTER TBRU NO.1 S/N QS054624 1052
xxvi. UPS FOR WEIGHTING MACHINE S/N NB 012043665
xxvii. UPS FOR LEFT HOOD S/N YSO3 10210145
xxviii. UPS FOR LEFT HOOD S/N Y0135220151
xxix. SMART-UPS 2200 MODEL SU 2200NET S/N GS0047002246
xxx. REFRIGERATOR GOLDSTAR MODEL OR 462C

19. Equipments, other than those specified above, belonging to the client, may from time to time receive
maintenance intervention, at no extra charge other than subject to 17 above and as long as such will not
occasion the company incurring extra travel, accommodation or incidental expense.

20. CONTRACT COMMENCEMENT DATE: …………………..……………………………..

CONTRACT RENEWAL DATE:....................................................................................

SIGNED: for and on behalf of:

EMEDS LTD CWRU

KYOMUHENDO RHONA MR. SAM OGWANG

SIGN:……………………………….. ………………………………………

DATE SIGNED: …………………… ………………………………………

WITNESSED BY:……………………………………………………………………………………..

SIGN: ………………………………………………….DATE:……………………………………….