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How Can Clinics Negotiate a Cosmetic Laser Lease Buyout?

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A cosmetic laser lease buyout should be negotiated against the device’s current fair market value—not the amount originally financed or the lessor’s first residual quote. Start by reviewing the contract, separating principal, interest, fees, service obligations, and purchase rights. Then obtain an independent valuation based on model, age, usage, condition, service history, regulatory status, and comparable market transactions before seeking a written settlement that transfers clear title.

What Does a Cosmetic Equipment Lease Buyout Involve?

A cosmetic equipment lease buyout is the purchase of a laser, body-contouring platform, facial system, or related aesthetic device at or before the end of its lease term. The final amount may be a fixed bargain option, a stated residual, or a negotiated fair market value, depending on the contract.

The first distinction is between financing structure and ownership outcome:

  • A $1 buyout or nominal purchase-option lease is generally designed to transfer ownership after the required payments and final fee are satisfied.

  • A fair-market-value lease usually gives the clinic several end-of-term choices: return the equipment, renew the rental, or purchase the asset at its then-current market value.

  • A finance agreement may provide ownership from the beginning or after the final payment, but it may not be legally structured as a lease.

  • A lease with a residual balance can require additional payments even when the equipment has generated less revenue than projected.

Under ASC 842, leases generally create a right-of-use asset and lease liability on the balance sheet, while finance and operating classifications affect presentation and expense treatment. Your accountant should determine the accounting and tax treatment from the signed documents rather than from the salesperson’s description.

A buyout also involves more than the purchase price. Confirm whether the proposal includes:

  • Remaining rent or accelerated payments.

  • Purchase-option or documentation fees.

  • Late charges, property taxes, insurance, or filing fees.

  • Maintenance, software, cloud access, or consumables commitments.

  • Removal, shipping, deinstallation, or inspection charges.

  • A release of personal guarantees or cross-default obligations.

  • A bill of sale and written confirmation that the lessor has released its security interest.

If the lessor will not provide a complete payoff statement, request one in writing before making a decision. Do not rely on a verbal promise that the final payment “will take care of everything.”

How Should You Establish Fair Market Value?

Fair market value is the price an informed buyer would pay an informed seller in an orderly, arms-length transaction for the specific device, in its actual condition and market. It is not automatically the original invoice price, the unpaid lease balance, the manufacturer’s suggested price, or a residual percentage selected at contract inception.

For an aesthetic device, valuation should account for:

  • Exact model, platform generation, handpieces, accessories, and software version.

  • Manufacturing year and date placed into service.

  • Treatment hours, pulse count, shot count, or other usage metrics where available.

  • Preventive-maintenance records and recent service invoices.

  • Laser source, cooling system, applicators, screens, cables, and consumable components.

  • Whether the device is operational, partially operational, or awaiting repair.

  • Availability of manufacturer service, parts, calibration, and software support.

  • Current regulatory status in the intended country and state or province.

  • Transferability of warranty, service plans, licenses, and user access.

  • Comparable asking prices for new, refurbished, and used units.

A defensible valuation normally uses more than one method. A market approach compares similar devices currently offered or recently sold. A cost approach considers the replacement price of an equivalent system less depreciation, obsolescence, and required refurbishment. An income approach may help evaluate business usefulness, but projected procedure revenue should not be treated as proof of asset value.

The market can vary substantially by brand and platform. A well-supported system with current service availability may retain value better than an older platform whose handpieces or proprietary parts are difficult to source. Conversely, a heavily used device with incomplete records may require a large discount even when the model remains popular.

Ask for a valuation range rather than a single artificially precise figure. For example, a device might be estimated at $35,000–$60,000 in the current secondary market, but that range could change materially after inspection, verification of handpieces, or confirmation of service history. Treat any range as an estimate until a qualified buyer or appraiser inspects the asset.

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Which Contract Terms Should You Review First?

The contract determines whether the lessor must negotiate, whether early purchase is permitted, and what obligations survive after payment. A clinic should have the complete agreement, schedules, addenda, payment history, and any equipment acceptance certificate in one file.

Focus on these provisions:

  • End-of-term options: Look for return, renewal, purchase, and notice deadlines.

  • Early buyout language: Determine whether the lessor can quote a payoff at any time or only during a defined window.

  • Residual calculation: Identify whether the residual is fixed, formula-based, or determined by fair market value.

  • Default provisions: Check whether late payment, insolvency, or another loan default triggers acceleration.

  • Personal guaranty: Determine whether an owner remains personally liable after a company-level settlement.

  • Maintenance and service: Confirm whether service is included, separately financed, or required through the lessor.

  • Software and access: Establish whether licenses, subscriptions, passwords, and treatment-data access transfer.

  • Assignment restrictions: Verify whether the clinic can sell, relocate, trade in, or transfer the equipment.

  • Return condition: Understand cleaning, packaging, cosmetic, operational, and inspection requirements.

  • Security interest: Identify UCC filings or other liens that must be terminated after payoff.

A contract may use “lease” as a commercial label even when the economics resemble a secured purchase. That distinction matters for accounting, remedies, taxes, and title. It should be reviewed by a lawyer familiar with commercial equipment finance in the relevant jurisdiction.

Do not stop at the lease schedule. Vendor invoices may contain separate obligations for training, marketing, consumables, maintenance, or minimum procedure volumes. A device can be paid off while another agreement continues to restrict its use or transfer.

How Can You Negotiate a Lower Buyout?

The strongest negotiation is evidence-led. Present the lessor with a written proposal that connects the requested price to the device’s current condition, comparable market evidence, and the commercial benefit of an immediate, clean settlement.

Use this sequence:

  1. Request the complete payoff statement and contract-based purchase calculation.

  2. Verify the exact asset included in the quote, including every handpiece and accessory.

  3. Obtain an independent market range from a reputable reseller, appraiser, or equipment specialist.

  4. Document repairs, missing components, downtime, obsolete software, and unsupported parts.

  5. Calculate the cost of each alternative: buyout, return, renewal, refinance, or replacement.

  6. Submit a written offer with an expiration date and conditions.

  7. Require a signed bill of sale, lien release, and account-closure letter before finalizing.

Negotiation leverage may come from factors the lessor has not fully reflected:

  • The lease residual exceeds observable secondary-market pricing.

  • The device requires a major repair or calibration.

  • The lessor has limited resale channels for a specialized system.

  • The clinic can deliver immediate payment and avoid repossession or resale costs.

  • The lessor wants to close the account before a scheduled return inspection.

  • A qualified secondary buyer is prepared to purchase the device after title is released.

Avoid framing the negotiation as a dispute over whether the device “made money.” The lessor is usually concerned with contract performance and asset recovery, while the clinic needs a commercially supportable settlement. Use objective language: “The proposed residual is above the indicated market range after accounting for age, usage, and service status.”

A lower buyout is not always the best outcome. A $40,000 settlement may look attractive compared with an $80,000 residual but still be uneconomic if the device requires a $15,000 repair, has no transferable software license, and can be replaced with a better-supported CPO unit for $45,000.

Mid-article action: Request a quote from ALLWILL for a current market estimate, available replacement options, or a CPO inspection summary before accepting the lessor’s residual demand.

What Financial Comparison Should the Clinic Make?

The clinic should compare the total cost of ownership under each exit path, not merely the monthly payment or final buyout. Include the remaining lease liability, taxes, repairs, service, downtime, software, shipping, financing charges, and the expected value of the asset after the decision.

A simple comparison can use:

All-in acquisition cost=buyout payment+fees+repairs+transport+new financing cost−verified trade-in or resale value\text{All-in acquisition cost} = \text{buyout payment} + \text{fees} + \text{repairs} + \text{transport} + \text{new financing cost} – \text{verified trade-in or resale value}

For an illustrative example, assume:

  • Negotiated buyout: $42,000–$55,000.

  • Immediate repairs and calibration: $4,000–$12,000.

  • Documentation, transport, or legal fees: $1,000–$4,000.

  • Replacement CPO device: $60,000–$110,000, depending on model and configuration.

  • New equivalent system: potentially substantially higher, depending on platform, accessories, installation, training, and warranty.

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These are planning ranges, not market quotations. Actual pricing varies by brand, geography, age, configuration, demand, and condition.

Evaluate cash flow separately from economic value. A refinance may reduce the monthly payment while increasing total interest and extending the period during which the clinic carries an aging asset. Conversely, paying cash for a buyout may improve ownership economics but weaken working capital needed for payroll, rent, marketing, or clinical operations.

Payback analysis should also be conservative. Use actual historical procedure volume where available, deduct provider compensation, consumables, labor, maintenance, marketing, cancellations, and downtime, and test a downside case. Do not treat gross treatment revenue as device profit or assume that all capacity will be filled.

How Does Ownership Improve Operational Control?

Clean ownership can make it easier to relocate, sell, trade in, refinance, or use the device as part of a broader capital plan. It can also remove lease-specific restrictions, but only if every related lien, software limitation, service obligation, and guaranty is addressed.

Before treating the asset as fully owned, obtain:

  • A bill of sale identifying the serial number.

  • A payoff receipt showing the account is satisfied.

  • A lien release or UCC termination where applicable.

  • Confirmation that all personal guarantees are released.

  • Transfer documents for warranties and service plans.

  • Software, login, license, and data-transfer documentation.

  • Maintenance and calibration records.

  • A written statement of included handpieces and accessories.

Ownership does not make an unsupported or noncompliant device suitable for clinical use. The clinic remains responsible for verifying that the system is authentic, maintained, permitted for the intended application, and lawful to operate in its jurisdiction.

A CPO replacement may offer a different operational profile: lower acquisition cost, documented refurbishment, and a limited warranty, but potentially more age-related risk or less access to the newest features. A new device may provide longer support horizons and stronger manufacturer training, but its premium must be justified by expected utilization and strategic need.

What Negotiation Framework Protects the Clinic?

The following framework is the single practical decision aid for moving from a disputed lease balance to a documented ownership decision.

Decision stage Evidence to collect Negotiation or procurement action Stop condition
Establish the obligation Signed lease, schedules, payment ledger, addenda, guarantees Request a complete payoff and all end-of-term options in writing Missing pages or unexplained charges
Verify the asset Serial number, handpieces, accessories, software, usage data Reconcile the contract asset to the physical device Serial mismatch or missing components
Estimate market value Comparable listings, service records, condition report, repair quotes Build a defensible value range and discount for deficiencies No credible market evidence
Compare exit paths Buyout, return, renewal, refinance, CPO replacement, new purchase Calculate total cash cost and operational consequences Decision depends only on monthly payment
Make the offer Written price, payment timing, inspection terms, title conditions Offer prompt settlement subject to bill of sale and lien release Lessor refuses written terms
Close and protect title Signed settlement, lien release, transfer documents, license confirmation Pay only through verified instructions and archive the file No clear title or unresolved guaranty

The framework is designed to prevent a common error: negotiating the residual in isolation while overlooking obligations that continue after the final payment.

How Should Compliance and Title Be Verified?

Regulatory status should be confirmed for the specific model, indication, configuration, and jurisdiction. FDA clearance, registration, import status, and state requirements are separate questions; CE marking may be relevant in some markets but does not by itself resolve requirements in another country.

Request copies of:

  • Manufacturer identification and serial-number records.

  • Regulatory documentation applicable to the intended market.

  • Import and customs records where relevant.

  • Service, calibration, and preventive-maintenance records.

  • Refurbishment scope and test results.

  • Warranty terms, exclusions, and start date.

  • Recall, safety notice, or software-update history.

  • Proof that the seller or lessor has authority to transfer the device.

For a CPO unit, “certified” should be defined in writing. Ask who performed the inspection, which components were replaced, what functional tests were completed, whether calibration was verified, and what warranty applies. A cosmetic cleaning or power-on test is not equivalent to comprehensive refurbishment.

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ALLWILL can help clinics source new and CPO systems, compare configurations, and organize condition and warranty documentation. The buyer should still confirm authenticity, regulatory status, title, and contractual terms with its own legal, accounting, and compliance advisers.

What Procurement Risks Should You Avoid?

The most expensive mistakes usually involve incomplete documentation rather than the headline price.

Avoid:

  • Paying a residual without comparing it with current market evidence.

  • Assuming “lease paid off” means clear title.

  • Accepting a verbal promise about warranty or software transfer.

  • Ignoring handpiece condition, shot count, or cooling-system performance.

  • Refinancing an uneconomic asset only to reduce the monthly payment.

  • Signing a replacement purchase before resolving the existing lien.

  • Treating projected procedure volume as guaranteed ROI.

  • Sending payoff funds to changed bank instructions without independent verification.

  • Accepting a CPO label without a written refurbishment scope.

  • Missing return-notice deadlines while negotiating a buyout.

The Federal Trade Commission has warned businesses to obtain equipment-finance terms in writing and retain the complete signed agreement, particularly where cancellation or payment obligations are restrictive. If the contract appears deceptive, coercive, or inconsistent with sales representations, preserve every document and seek qualified legal advice before withholding payments or returning equipment.ftc

ALLWILL Expert View

The practical goal is not simply to obtain the lowest buyout number. It is to convert an uncertain financing obligation into a documented asset decision with predictable operating risk. A clinic should know what it owns, what it still owes, what it can legally operate, and what it would cost to replace. When a lessor’s residual is above market, the negotiation should be supported by condition evidence, comparable transactions, repair estimates, and a clear settlement structure. When the device is still strategically useful, a negotiated purchase can make sense—but only if title, serviceability, software access, and regulatory documentation transfer together. When those conditions cannot be achieved, returning the system or replacing it with a properly inspected CPO unit may be financially cleaner. Procurement teams should ask for the bill of sale and lien release before treating the transaction as complete. The strongest outcome is an auditable file that a lender, buyer, accountant, regulator, or future trade-in partner can understand without relying on sales language.

Frequently Asked Questions

What is a fair cosmetic laser lease buyout price?
There is no universal percentage. A fair price reflects the exact model, age, usage, handpieces, condition, service support, regulatory status, and comparable market transactions. Obtain an independent estimate and deduct documented repair or title risks before negotiating the lessor’s residual.

Can a clinic negotiate an FMV lease buyout?
Often, yes, but the contract may not require the lessor to accept a lower price. Negotiation is stronger when the clinic presents comparable market evidence, a condition report, repair estimates, and a prompt settlement offer subject to clear title and a signed release.

Is buying a leased aesthetic device better than replacing it?
It depends on total cost and operational risk. Compare the buyout, repairs, financing, downtime, support horizon, and expected residual value with a new or CPO replacement. A lower buyout can still be uneconomic if parts, software, or service are unavailable.

What documents should be obtained after paying off the equipment?
Request a serial-number-specific bill of sale, payoff receipt, lien or UCC release, guaranty release, warranty transfer, software-license confirmation, and maintenance records. Keep the complete file with the original lease and payment history.

How can a clinic get a current quote or valuation estimate?
Provide the model, serial number, lease payoff, location, age, usage, handpieces, service history, and desired exit strategy. Request a quote from ALLWILL for current availability, CPO alternatives, or a documented sourcing review.

References

  1. Leases (Topic 842), Financial Accounting Standards Boardfasb

  2. Fair Market Value Compliance with Equipment Lease Transactions, VMG Healthvmghealth

  3. Leasing Medical Equipment: A Viable Option for Private Practice, Wolters Kluwerwolterskluwer

  4. Negotiating Your Laser Lease, Cosmetic Surgery Timeshmpgloballearningnetwork

  5. Medical Equipment Leasing: Leasing for Healthcareswoopfunding

  6. Fair Market Value or $1 Buyout Lease?equipmentfinanceadvantage

  7. Credit Card Processing “Deals” May Be Scams, Federal Trade Commissionftc

  8. FTC v. Leasecomm Corporation, Complaintftc

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(d) Exclusions. MRP reserves the right, without liability, to void all warranties and remedies, including any obligation to service, repair, replace or otherwise remedy defects, errors or failures of the Equipment due to the occurrence of any of these events, and MRP shall be in no way responsible for: (i) handling, maintenance or use in a manner that is inconsistent with and/or contrary to the original manufacturer’s or MRP’s recommended procedures and/or instructions, including, without limitation, use of or with an unauthorized third-party good or part; (ii) any failure or damage resulting from negligence, alteration, modification or relocation of the Equipment by Buyer, its employees, agents or representatives; (iii) attempted or actual unauthorized dismantling, disassembling, service, repair, addition or change of the Equipment, including, without limitation, changing the serial number or shot count; (iv) abnormal wear and tear, including, without limitation, use under abnormal conditions (e.g., unclean, dusty, or exposure to extreme electromagnetic radiation, temperature or humidity); or (v) damage or failure of the Equipment due to a Force Majeure Event or a problem in the premises of the Equipment. In any of the above situations, or for any Equipment that has no warranty, MRP has sole discretion to service the Equipment, at Buyer’s expense, at MRP’s then-in-effect rates for service, labor, travel, shipping and materials.

(e) Notice and Inspection. The limited warranties contained in this Section 8 are made on condition that immediate written notice of any noncompliance with the Equipment’s and/or the Service’s warranty be given to MRP, and provided that MRP’s inspection reveals that Buyer’s claim is valid under the terms of such warranty.

        9.  DISCLAIMERS; NO OTHER WARRANTY. EXCEPT TO THE EXTENT AS PROVIDED IN SECTION 8(c)(i)(D), BUYER ACKNOWLEDGES THAT MRP IS NOT BOUND BY ANY WARRANTY THAT MAY BE SET FORTH IN A MANUFACTURER’S WRITTEN MATERIALS THAT WOULD HAVE APPLIED HAD BUYER PURCHASED THE EQUIPMENT DIRECTLY FROM THE MANUFACTURER IN ITS UNUSED STATE. BUYER ACKNOWLEDGES THAT BUYER HAS NOT RELIED UPON ANY WARRANTY OTHER THAN AS SET FORTH IN THIS AGREEMENT. IN ADDITION, BUYER ALSO HEREBY ACKNOWLEDGES AND AGREES THAT ANY ORAL OR WRITTEN STATEMENTS CONCERNING USE AND REGULATION OF MEDICAL DEVICES SOLD BY MRP ARE AND SHALL BE CONSTRUED AS FOR INFORMATIONAL PURPOSES ONLY AND WITHOUT WARRANTY OR ASSURANCE BY MRP AS TO THEIR ACCURACY OR VALIDITY. MRP ALSO HEREBY DISCLAIMS ANY AND ALL WARRANTIES REGARDING OTHER MEDICAL CARE OR HELP, INCLUDING THE SELECTION OF AESTHETIC AND MEDICAL PROCEDURES AND PRODUCTS FOR, OR CARE OF, PATIENTS. THE LIMITED WARRANTIES OF THIS AGREEMENT, IF APPLICABLE TO ANY EQUIPMENT OR SERVICE FURNISHED UNDER THIS AGREEMENT, CONSTITUTE THE ONLY WARRANTIES MADE WITH RESPECT TO THE EQUIPMENT AND/OR SERVICE AND ANY DEFECT, DEFICIENCY OR NONCONFORMITY. TO THE EXTENT PERMITTED BY LAW, SUCH WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.

        10.  LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, UNDER NO CIRCUMSTANCES SHALL MRP BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR SPECIAL DAMAGES, ARISING FROM, RELATED TO OR CAUSED, DIRECTLY OR INDIRECTLY, WHETHER FORESEEABLE OR NOT, BY THE EQUIPMENT AND/OR THE SERVICES, THE USE OR INABILITY TO USE THE EQUIPMENT, THE RESULTS GENERATED FROM THE EQUIPMENT AND/OR THE SERVICES, THIS AGREEMENT, ANY OTHER ACT OR OMISSION OF MRP, OR BASED UPON ANY OTHER LEGAL THEORY. IN NO EVENT SHALL MRP BE LIABLE FOR ANY LOSSES OF REVENUE, USE, BUSINESS OPPORTUNITY, PROFIT, SAVINGS OR ANY OTHER DAMAGES DUE TO ANY CAUSE WHATSOEVER, EVEN IF MRP OR ITS AGENTS HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. THE FOREGOING IS A SEPARATE, ESSENTIAL TERM OF THIS AGREEMENT, AND SHALL BE EFFECTIVE UPON THE FAILURE OF ANY REMEDY, EXCLUSIVE OR NOT. IN NO EVENT WILL MRP’S TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED THE PURCHASE PRICE ACTUALLY PAID TO MRP BY BUYER FOR THE EQUIPMENT AND/OR THE SERVICES GIVING RISE TO THE CLAIM FOR WHICH DAMAGES ARE BEING SOUGHT. NO SUIT OR ACTION MAY BE BROUGHT BY BUYER, ITS SHAREHOLDERS, DIRECTORS, MANAGERS, EMPLOYEES OR AGENTS FOR ANY BREACH OF THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION. IT IS AGREED THAT MRP’S LIABILITY IS SO LIMITED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER ASSUMES ALL RISK AND LIABILITY FOR THE RESULTS OBTAINED BY THE USE OF ANY EQUIPMENT IN THE PRACTICE OF ANY PROCESS, WHETHER IN TERMS OF OPERATING COSTS, GENERAL EFFECTIVENESS, SUCCESS OR FAILURE, AND REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE BY MRP, BY WAY OF TECHNICAL ADVICE OR OTHERWISE, RELATED TO THE USE OF THE EQUIPMENT.

        11.  BUYER’S REPRESENTATIONS AND WARRANTIES. Buyer represents and warrants to MRP that: (a) Buyer is duly organized, validly existing, and in good standing in the jurisdiction of Buyer’s formation; (b) Buyer is duly qualified to do business and is in good standing in every jurisdiction in which such qualification is required; (c) Buyer has the full right, power, and authority to enter into this Agreement and to perform Buyer’s obligations under this Agreement; (d) the execution of this Agreement by the person whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action of Buyer; (e) when executed and delivered by each of MRP and Buyer, this Agreement will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms; (f) Buyer is in compliance with all applicable laws relating to this Agreement, the Equipment and the operation of Buyer’s business; (g) Buyer is not insolvent and is paying all of its debts as they become due; and (h) all financial information that Buyer has provided to MRP is true and accurate and fairly represents Buyer’s financial condition.

        12. PROPRIETARY RIGHTS.

(a) Ownership. No sale shall be construed as granting to Buyer any license or other right in, or to, any of MRP’s (i) patents; (ii) trademarks; (iii) internet domain names, whether or not trademarks, registered by any authorized private registrar or governmental authority, web addresses, web pages, websites and URLs; (iv) works of authorship, expressions, designs and design registrations, whether or not copyrightable, including copyrights and copyrightable works, software and firmware, technical data, data files, and databases and other specifications and documentation; (v) trade secrets; (vi) environmental or other testing applicable to the Equipment and/or the Services; and (vii) industrial and other intellectual property rights, and all rights, interests, and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, such rights or forms of protection pursuant to the laws of any jurisdiction throughout in any part of the world (collectively, the “Intellectual Property Rights”).

(b) Prohibited Acts. Buyer shall not (i) take any action that might interfere with any of MRP’s rights in or to Intellectual Property Rights, including MRP’s ownership or exercise thereof; (ii) challenge any right, title, or interest of MRP in or to the Intellectual Property Rights; (iii) make any claim or take any action adverse to MRP’s ownership of the Intellectual Property Rights; (iv) register or apply for registrations, anywhere in the world, for MRP’s trademarks or any other trademark that is similar to MRP’s trademarks or that incorporates MRP’s trademarks in whole or in confusingly similar part; (v) use any mark, anywhere that is confusingly

similar to MRP’s trademarks in whole or in confusingly similar part; (vi) engage in any action that tends to disparage, dilute the value of or reflect negatively on the Equipment and/or the Services or any of MRP’s trademarks; (vii) misappropriate any of MRP’s trademarks for use as a domain name without prior written consent from MRP; or (viii) alter, obscure or remove any of MRP’s trademarks, or trademark or copyright notices or any other proprietary rights notices placed on the

Equipment, marketing materials or other materials that MRP may provide.

        13.  CONFIDENTIAL INFORMATION. Without the prior written consent of MRP,Buyer, directly or indirectly, shall not disclose (and will direct its directors, shareholders, employees and agents not to disclose) any Confidential Information. The term “Confidential Information” means any information of or relating to MRP or the Equipment and/or the Services not generally known to the public (other than as a result of disclosure in violation of this Agreement) in spoken, printed, electronic or any other form or medium, including, but not limited to, business processes, practices, methods, policies, plans, publications, documents, research, operations, services, strategies, techniques, agreements, contracts, transactions, potential transactions, know-how, trade secrets, databases, manuals, records, supplier information, financial information, accounting information, legal information, marketing information, pricing information, payroll information, personnel information, and supplier lists.

        14.  NON-SOLICITATION. Buyer agrees not to solicit or hire any personnel of MRP involved with the delivery of the Services during the provision of such Services and for twelve (12) months after the completion of such Services; provided, however, that Buyer may hire individuals employed by MRP who, without other solicitation, respond to advertisements or solicitations aimed at the general public.

        15.  EQUITABLE REMEDIES. Buyer acknowledges and agrees that (a) a breach or threatened breach by Buyer of any of its obligations under Sections 13 or 14 would give rise to irreparable harm to MRP for which monetary damages would not be an adequate remedy and (b) in the event of a breach or a threatened breach by Buyer of any such obligations, MRP shall, in addition to any and all other rights and remedies that may be available to MRP at law, at equity, or otherwise in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance, and any other relief that may be available from a court of competent jurisdiction, without any requirement to post a bond or other security, and without any requirement to prove actual damages or that monetary damages will not afford an adequate remedy. Buyer agrees that Buyer will not oppose or otherwise challenge the appropriateness of equitable relief or the entry by a court of competent jurisdiction of an order granting equitable relief, in either case, consistent with the terms of this Section 15.

        16.  INDEMNIFICATION. Buyer agrees to indemnify, defend and hold harmless MRP and its directors, shareholders, employees and agents (collectively, “MRP Indemnitees”) against any liability, damage, loss or expense incurred by or imposed in connection with any claims, suits, actions, demands or judgments arising out of (a) any breach or non-fulfillment of any representation, warranty or covenant set forth in this Agreement by Buyer or its directors, managers, employees or agents (collectively, “Buyer’s Agents”); (b) any negligent act or omission or willful misconduct of Buyer or Buyer’s Agents in connection with this Agreement; (c) any bodily injury, death of any person or damage to real or tangible personal property caused by Buyer or Buyer’s Agents, including the use of unauthorized parts in or service of the Equipment; (d) any failure by Buyer or Buyer’s Agents to comply with any applicable laws; (e) any fraud or other intentional acts by Buyer or Buyer’s Agents; and (f) the use or operation of the Equipment, including, without limitation, any medical and/or surgical procedures performed by Buyer, and any of Buyer’s Agents, using the Equipment unless said damages are determined by a court of competence jurisdiction to be solely by the gross negligence of MRP or solely as result of a breach by MRP of the limited warranties contained herein.

        17.  DEFAULTS; REMEDIES. Notwithstanding anything herein to the contrary, should Buyer fail to pay for the order or any other amount, in whole or in part, when due or perform its other obligations under this Agreement or as otherwise mutually agreed in writing between Buyer and MRP (each, a “Default”), then MRP may take any and all actions available under law or equity to collect said amounts with a ten (10) day prior written notice, including, but not limited to, enforcing its security interest, accelerating the payment of and declaring immediately due and payable any unpaid balance of the order, referral to outside collection agencies and/or commencement of legal action. MRP’s rights shall be cumulative, and it shall not be required to have attempted to realize upon to the Equipment before taking any other collection actions. MRP may require that Buyer assemble and return any or all of the Equipment to MRP and, in the event Buyer fails to return such Equipment peaceably, enter upon the premises where such Equipment is located, with or without legal process, and repossess such Equipment. Upon a Default, Buyer agrees to pay upon MRP’s demand: (i) all costs and expenses incurred by MRP or its assignee in connection with the enforcement of any remedies, including all expenses incurred in connection with the return, sale, release or other disposition of the Equipment, including attorneys’ fees and other costs incurred by MRP or its assignee in enforcing or defending its rights and remedies under this Agreement and any other written agreement between Buyer and MRP.

        18.  COMPLIANCE WITH LAWS. Buyer shall (a) carry out the transactions contemplated by this sale and deal with the Equipment in conformity with all applicable laws, rules and regulations of all government authorities, including, without limitation, export laws, (b) obtain all permits and licenses required in connection with the purchase, shipment, installation or use of the Equipment, and (c) be solely responsible to fully understand and comply with laws, rules and regulations. Any information provided is as a convenience only.

        19.  FURTHER ASSURANCES. Upon MRP’s reasonable request, Buyer shall, at its sole cost and expense, execute and deliver all such further documents and instruments, and take all such further acts, necessary to give full effect to this Agreement.

        20.  ASSIGNMENT; SUCCESSORS AND ASSIGNS. Buyer cannot delegate any duties nor assign any rights or claims under this Agreement without MRP’s prior written consent, and any such attempt or assignment shall be void. In the event that Buyer finances its acquisition of any Equipment with a third party, Buyer may direct MRP to transfer title of such Equipment to such third-party financing company, with all remaining terms and conditions of this Agreement remaining in full force and effect. This Agreement is binding on and inures to the benefit of the parties to this Agreement and their respective permitted successors and permitted assigns.

        21.  NO THIRD-PARTY BENEFICIARIES. Subject to Section 16, this Agreement benefits solely the parties to this Agreement and their respective permitted successors and assigns, and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

        22.  GOVERNING LAW; VENUE. The application of the UN Convention on Contracts for the International Sale of Goods is expressly excluded. The parties agree that any and all claims, demands, disagreements, controversies or disputes arising out of or relating to this Agreement and any agreement or document delivered in connection herewith (collectively, “Claims”) shall be governed by and construed in accordance with the laws of the State of Utah and adjudicated exclusively in the state and federal courts located in or nearest to Summit County, Utah, which courts shall have the sole and exclusive jurisdiction and venue for adjudication of all Claims. The parties hereby agree upon, consent and stipulate to the jurisdiction and venue of the aforementioned courts for the adjudication of all Claims, to the exclusion of all other courts, forums and venues whatsoever.

        23.  NON-DISPARAGEMENT. Buyer shall not disparage MRP or MRP’s trademarks, websites, products or services, or display any such items in a derogatory or negative manner on any website or in any public forum or press release.

        24.  NOTICES. Any notice, demand, or communication required, permitted or desired to be given hereunder shall be deemed effectively given when personally delivered, when sent by electronic means, when received by overnight courier, or when mailed by prepaid, certified or registered mail, return receipt requested, addressed to the other party at its address set forth on the Quote or to such other address that the receiving party may designate from time to time in accordance with this Section 25.

        25.  PUBLIC ANNOUNCEMENTS. Unless otherwise stated herein, neither party shall issue a press release or otherwise advertise, make a public statement or disclose to any third-party information pertaining to the relationship arising under this Agreement, the existence or terms of this Agreement, the underlying transactions between MRP and Buyer or agent for Buyer or refer to the other party in relation to this Agreement without the other party’s prior written approval.

        26.  ENTIRE AGREEMENT; ADDITIONAL OR INCONSISTENT TERMS. Subject to Section 32, this Agreement constitutes the sole and entire agreement between the parties hereto relating to the subject matter hereof, and any unincorporated representation, affirmation of fact, course of prior dealings, promise or condition in connection therewith, or usage of the trade, shall not be binding on either party. Terms and conditions set forth which differ from, conflict with or are not included in this Agreement shall not be part of any agreement between MRP and Buyer unless both parties specifically accept such terms and conditions in writing.

        27.  WAIVER. No waiver under this Agreement is effective unless it is in writing and signed by the party waiving its right. Any waiver authorized on one occasion is effective only in that instance and only for the purpose stated and does not operate as a waiver on any future occasion. None of the following constitutes a waiver or estoppel of any right, remedy, power, privilege or condition arising from this Agreement: any failure or delay in exercising any right, remedy, power or privilege or in enforcing any condition under this Agreement; or any act, omission or course of dealing between the parties.

        28.  SURVIVAL. Subject to the limitations and other provisions of this Agreement, the representations and warranties of Buyer contained herein shall survive the expiration or earlier termination of this Agreement for a period of twelve (12) months after such expiration o termination and (b) this Section 29 and Sections 10, 12, 13, 14, 15, 16, 17, 21, 22, 23, 24, 26, and 32 of this Agreement, as well as any other provision that, in order to give proper effect to its intent, should survive such expiration or termination, shall survive the expiration or earlier termination of this Agreement. All other provisions of this Agreement shall not survive the expiration or earlier termination of this Agreement.

        29.  RELATIONSHIP OF PARTIES. Nothing in this Agreement creates any agency, joint venture, partnership or other form of joint enterprise, employment or fiduciary relationship between the parties. Neither party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other party or to bind the other party to any contract, agreement or undertaking with any third party.

        30.  HEADINGS. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

        31.  ORDER OF PRECEDENCE. In the event of conflict between the Quote, a written agreement by MRP, and these Terms, the order of priority shall be: (1) the written

agreement by MRP, if only if executed by an MRP Officer, (2) the Quote and (3) these Terms, and only to the extent of the direct conflict. Notwithstanding the foregoing, MRP shall not be bound by, and specifically objects to, any terms, conditions or other provisions, both written and oral, which are different from, in addition to or inconsistent with the provisions of this Agreement which are set forth in any purchase order, receipt, acceptance, confirmation, correspondence or otherwise of, or by, Buyer. Fulfillment of Buyer’s order shall not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend the terms and conditions contained herein.

        32.  SEVERABILITY. If any part of this Agreement is held to be void, illegal or unenforceable, then it shall be deemed to be severed from this Agreement and the remaining provisions shall continue in full force and effect; provided, however, that if any fundamental term or provision of this Agreement is held to be void, illegal or unenforceable, the remainder of this Agreement shall be unenforceable. Upon a determination that any term or provision is void, illegal or unenforceable, the parties shall negotiate in good faith to modify this Agreement to effect the original intent of the parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.