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How Can Medspas Build In-House Laser Maintenance?

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A clinic can reduce dependence on factory technicians by building a controlled, selective maintenance program—not by attempting every repair internally. The practical model combines trained personnel, calibrated measurement equipment, critical spare parts, documented procedures, laser-safety governance, and an escalation path for high-risk work. For many medspas, preventive maintenance and diagnostics belong in-house, while optical alignment, high-voltage work, and proprietary module repair remain specialist services.

What Does an In-House Laser Maintenance System Include?

An in-house system is a managed capability for inspecting, testing, documenting, and performing approved maintenance on aesthetic lasers and energy-based devices. It is not simply a stockroom, a toolbox, or permission for operators to open equipment after a fault.

A mature program typically includes:

  • An equipment inventory with model, serial number, wavelength, location, age, usage, and service status.

  • Preventive-maintenance schedules based on manufacturer guidance, operating hours, treatment volume, and failure history.

  • A calibrated measurement system for optical output, electrical behavior, temperature, flow, and safety interlocks.

  • Trained operators and technical staff with clearly defined authorization levels.

  • Critical spare parts selected for each supported platform.

  • Written work instructions, lockout procedures, acceptance criteria, and escalation rules.

  • A secure maintenance record containing baseline measurements, repairs, calibration certificates, and warranty terms.

  • A qualified external resource for tasks outside the clinic’s competence or authorization.

The appropriate scope depends on the clinic’s fleet. A location operating one low-volume diode system may need an inspection and preventive-maintenance capability rather than a full repair department. A multi-site group with several lasers, body-contouring platforms, chillers, handpieces, and legacy devices may justify a biomedical equipment technician or regional service lead.

The strongest objective is operational resilience, not total independence. A clinic should know which tasks it can perform safely, which tasks require manufacturer involvement, and which tasks should be sent to a qualified third-party service provider.

Which Maintenance Tasks Can Clinics Perform Internally?

Clinics can often perform documentation, visual inspection, cleaning, consumable replacement, approved filter changes, coolant checks, output verification, and basic fault isolation internally when personnel are trained and the manufacturer permits those activities.

Suitable internal work may include:

  • Checking handpieces, cables, fibers, connectors, windows, and treatment interfaces.

  • Inspecting air filters, water filters, fans, vents, reservoirs, tubing, and external fittings.

  • Replacing approved filters, seals, lamps, fuses, or other user-serviceable items.

  • Measuring output with an appropriate calibrated meter.

  • Verifying coolant level, flow indication, temperature, and alarm history.

  • Reviewing treatment counters, pulse counts, fault logs, and service intervals.

  • Cleaning external optics according to the manufacturer’s procedure.

  • Confirming footswitch, emergency-stop, key-switch, door-interlock, and warning-indicator operation.

  • Recording baseline and post-maintenance performance.

  • Removing a device from clinical use when test results fall outside approved limits.

Internal service should stop when the task involves energized high-voltage circuits, sealed laser modules, pressure systems, radiation safety controls, proprietary software, optical cavity alignment, or a repair that changes the device’s approved configuration.

A clinic should not confuse operator maintenance with servicing. Operator maintenance is usually limited to actions described in the user manual. Servicing may involve adjustment, component replacement, calibration, or disassembly that can affect safety and essential performance.

FDA guidance distinguishes servicing from remanufacturing based on whether an activity significantly changes a device’s performance or safety specifications. That distinction should be reviewed before a clinic develops a repair procedure or modifies a device.

How Should the Parts Inventory Be Designed?

A parts inventory should be built around failure probability, lead time, clinical impact, storage requirements, and platform compatibility. Stocking every possible component is expensive and can create counterfeit, obsolete, or poorly controlled inventory.

Divide parts into three practical groups:

Fast-moving consumables and service items

These may include approved water filters, air filters, O-rings, tubing, clamps, fuses, fan assemblies, cleaning materials, protective windows, and other manufacturer-specified items. Their identity, shelf life, storage conditions, and compatibility should be documented.

Critical downtime-control parts

These are components whose absence can keep an otherwise serviceable device out of operation. Examples may include pumps, flow sensors, thermistors, power supplies, handpiece cables, footswitches, connector assemblies, and selected control boards, depending on the platform.

Specialist or controlled components

Laser bars, diode modules, flashlamps, Q-switches, galvanometer assemblies, RF drivers, high-voltage capacitors, proprietary optical assemblies, and software-locked boards often require specialist sourcing, calibration, or installation. These should not automatically be stocked merely because they are expensive or difficult to obtain.

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For each part, record:

  • Exact manufacturer part number.

  • Compatible models and revisions.

  • Original, refurbished, or aftermarket status.

  • Source and traceability.

  • Date received and storage conditions.

  • Warranty and return restrictions.

  • Shelf life or replacement interval.

  • Installation and calibration requirements.

  • Whether the part affects regulatory or safety performance.

Parts supplied by a reputable independent distributor may be suitable, but the clinic should verify fit, provenance, warranty, and any manufacturer restrictions. ALLWILL can support parts sourcing, CPO equipment evaluation, and replacement planning when a clinic needs to decide whether to repair an aging system or transition to another platform.

Do not install an apparently compatible component without confirming electrical ratings, wavelength, thermal requirements, connector geometry, firmware compatibility, and safety impact.

What Calibration Meters Does a Clinic Need?

The minimum measurement set depends on the devices supported, but a clinic should be able to verify the outputs and operating conditions that matter for safe, repeatable performance. Measurement equipment must be suitable for the wavelength, power range, pulse duration, beam geometry, and delivery method.

A practical instrumentation set may include:

  • A calibrated optical power meter with detectors appropriate to the device’s wavelengths and output range.

  • An energy meter for pulsed systems where average power alone is insufficient.

  • A thermopile or equivalent detector for higher-power optical output.

  • A wavelength meter or approved spectral verification method where wavelength drift is a relevant risk.

  • A digital multimeter rated for the electrical measurements actually authorized.

  • A current probe or manufacturer-approved current diagnostic method.

  • Temperature probes for coolant, heat sinks, ambient conditions, or approved test points.

  • A flow meter or verified flow-testing method for liquid-cooled systems.

  • Pressure measurement where the cooling architecture requires it.

  • An electrical safety analyzer for applicable leakage, grounding, and protective-conductor tests.

  • An oscilloscope only when staff are trained and the measurement can be performed safely.

  • Inspection lighting, magnification, fiber inspection tools, and approved cleaning materials.

  • A calibrated test fixture or phantom where required for delivery-system verification.

The meter’s display is not automatically evidence of accuracy. Calibration should be traceable to a recognized national or international standard, with certificates retained and calibration intervals established by manufacturer guidance, usage, environment, and risk.

A clinic should also validate the measurement chain. Detector choice, aperture placement, fiber alignment, pulse repetition rate, warm-up time, and ambient conditions can materially change readings. If an internal power monitor disagrees with an external meter, do not immediately adjust the device; first verify both instruments and the test method.

How Does In-House Capability Affect Uptime and Cost?

An in-house maintenance system can reduce avoidable downtime by identifying deteriorating filters, cooling systems, handpieces, connectors, and output trends before they become treatment-day failures. It does not eliminate repair costs, parts purchases, calibration expenses, or the need for specialist service.

The financial case should include:

  • Technician or biomedical staff compensation.

  • Training and recurring competency assessment.

  • Calibration equipment and annual calibration.

  • Parts inventory and inventory carrying cost.

  • Maintenance software or document-control tools.

  • Laser-safety program administration.

  • Insurance and liability review.

  • External service retained for escalated work.

  • Downtime avoided through earlier detection.

  • Lost treatment capacity during repair or testing.

Illustrative planning ranges can vary widely. A basic measurement and documentation setup may require several thousand dollars, while a broader multi-platform instrumentation program can reach the low tens of thousands before staff costs, calibration, and specialized fixtures. These are estimates, not quotations.

Payback should be calculated from actual service invoices, travel charges, downtime, and failure history. If a clinic spends $8,000–$20,000 annually on avoidable service calls and invests $15,000–$40,000 in tools, training, and procedures, the investment may be commercially reasonable—but only if the clinic can maintain competence and use the equipment consistently.

A maintenance capability can also improve asset value. Documented output tests, coolant records, calibration certificates, and service reports help a future lender, buyer, insurer, or trade-in partner assess the device.

Request a quote from ALLWILL for an equipment-support plan, replacement device, CPO alternative, or trade-in assessment before committing capital to a repair program that may not suit the clinic’s fleet.

How Can an On-Site Maintenance Readiness Framework Guide Investment?

A clinic should build its maintenance program in stages, matching technical scope to risk, fleet size, utilization, and staff capability. The following framework is the single practical decision aid for deciding what belongs in-house and what should remain with an authorized or qualified external specialist.

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On-Site Maintenance Readiness Framework

Capability area Minimum internal standard Evidence of readiness Escalate when
Fleet control Complete inventory by model, serial number, location, and service status Current asset register and maintenance history Device identity, configuration, or ownership is unclear
Operator checks Staff trained on daily inspection, cleaning, alarms, interlocks, and shutdown Signed training records and completed logs A check requires opening the enclosure or bypassing a control
Preventive maintenance Written schedule for filters, coolant, optics, handpieces, cables, and approved consumables Completed work orders with parts and measurements The procedure changes calibration, safety, or essential performance
Optical verification Suitable calibrated power or energy meter and repeatable test method Current calibration certificate and baseline data Output is outside limits or measurement results conflict
Cooling verification Approved coolant, flow, temperature, filter, and leak checks Trend data and documented acceptance criteria Flow is unstable, leakage is internal, or overheating persists
Electrical testing Staff authorized for only the voltage and current tests they can perform safely Competency records and safe test procedure High voltage, board-level repair, or unexplained electrical fault
Parts control Traceable stock of approved consumables and selected downtime-critical parts Part register, storage controls, and warranty records Part authenticity, compatibility, or software pairing is uncertain
Documentation Controlled service reports, calibration records, and escalation history Audit-ready device file Work cannot be reproduced or responsibility is unclear
Specialist network Prequalified manufacturer or third-party technician Written rates, scope, response time, and warranty No qualified resource exists for a critical system
Go/no-go governance Formal rule for removing unsafe or unstable equipment from use Signed escalation and return-to-service approval Staff feel pressured to continue treatments despite unresolved faults

This framework deliberately leaves high-risk work outside routine clinic activity unless the organization has the required engineering controls, training, service documentation, and authorization.

Which Team Skills Are Required?

A reliable program requires more than a technically confident employee. The team should combine clinical operations, laser safety, biomedical engineering, documentation, and procurement skills.

Core roles may include:

  • Laser Safety Officer or designated responsible person: Oversees hazard controls, training, room controls, signage, protective eyewear, incident response, and maintenance safety.

  • Biomedical or service technician: Performs approved inspections, measurements, troubleshooting, and documentation.

  • Clinical lead: Connects device performance with approved treatment workflows and removes equipment from use when concerns arise.

  • Procurement or asset manager: Controls parts, warranties, service contracts, ownership records, and replacement decisions.

  • External specialist: Handles proprietary, high-voltage, optical, software, or manufacturer-restricted work.

Training should be specific to the equipment and the tasks performed. ANSI Z136.3 addresses the safe use of lasers in health care and includes personnel involved in installation, calibration, maintenance, and service. OSHA materials also identify ANSI laser-safety standards as useful references for health-care laser programs.

Competency should be demonstrated, not assumed. A staff member who can replace an approved filter may not be qualified to measure pulsed output, adjust a power supply, align an optical path, or validate a repaired handpiece.

What Compliance and Asset Records Should Be Maintained?

A clinic must preserve evidence that its device is authentic, properly maintained, appropriately serviced, and operated within applicable requirements. In-house maintenance does not transfer regulatory responsibility away from the manufacturer, owner, operator, or responsible medical organization.

Maintain:

  • Manufacturer, model, serial number, and configuration.

  • FDA, CE, or other region-specific documentation where applicable.

  • User and service manuals.

  • Preventive-maintenance schedules.

  • Calibration certificates and measurement methods.

  • Parts identity, source, and installation records.

  • Repair reports and return-to-service approvals.

  • Laser-safety policies, training, and incident records.

  • Warranty terms and written exclusions.

  • Software and firmware versions.

  • Import, ownership, lease, and lien documents.

  • Disposal or decommissioning records.

FDA requirements for laser products include radiation-safety performance standards, while medical-device obligations may vary by product and intended use. A 510(k) clearance, where applicable, should be verified for the exact device and indication; it does not authorize every repair, configuration, or clinical use.

For CPO equipment, obtain a clear condition grade, refurbishment scope, output and safety test results, warranty terms, and compliance documentation. ALLWILL can facilitate verified sourcing and expert matching, but the clinic should confirm the documentation in writing and involve legal, accounting, and compliance advisers where appropriate.

What Procurement Risks Should Clinics Avoid?

The greatest risk is building an internal repair capability without defining its limits. A clinic may save a travel fee while creating a larger exposure through incorrect calibration, undocumented modifications, unsafe testing, voided warranty coverage, or an unreliable device.

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Avoid:

  • Buying meters without confirming wavelength, power, pulse, and detector compatibility.

  • Treating a calibration sticker as proof that the instrument is suitable for the test.

  • Stocking untraceable or counterfeit parts.

  • Allowing one employee to become the only person who understands the fleet.

  • Bypassing interlocks, flow switches, temperature controls, or access protections.

  • Repairing proprietary optical modules without the necessary fixtures and procedures.

  • Failing to document pre-repair and post-repair performance.

  • Letting an out-of-warranty device operate without a defined escalation rule.

  • Assuming a CPO label means every wear component was replaced.

  • Comparing internal maintenance only with factory hourly rates.

  • Ignoring liability, insurance, and local requirements for high-power laser service.

  • Purchasing a replacement system before confirming whether repair, trade-in, or CPO sourcing is more practical.

An independent program should make the clinic more informed, not less accountable. If a device cannot be tested reliably or repaired within documented limits, remove it from service and escalate the decision.

ALLWILL Expert View

Operational self-reliance is most valuable when it improves decision quality rather than creating the illusion that every repair can be performed internally. A clinic should own the baseline data, maintenance history, parts records, and service decision, even when a manufacturer or specialist performs the physical repair. That structure reduces unnecessary visits because the technician receives useful measurements before arriving and helps the clinic challenge vague diagnoses or unsupported replacement recommendations. The right internal investment is usually selective: calibrated output measurement, cooling and filter control, strong documentation, trained operators, and one competent technical owner. More complex work should remain with a qualified resource until the clinic can demonstrate the required tools, procedures, and competency. A well-maintained CPO device with complete test records may be a better operational asset than a newer system with weak service support. When evaluating independence, count avoided downtime, preserved warranties, employee continuity, and asset value—not only factory labor charges. The goal is controlled resilience, with clear boundaries and an escalation path.

Frequently Asked Questions

Can a medspa perform its own aesthetic laser maintenance?
It can often perform approved inspections, cleaning, filter and coolant checks, output monitoring, and basic preventive maintenance after appropriate training. High-voltage work, optical alignment, sealed-module repair, software changes, and safety-control adjustments usually require qualified specialist support. Follow the manufacturer’s service instructions and local requirements.

What equipment is needed for in-house laser repair?
The required tools depend on the fleet, but may include calibrated optical power and energy meters, suitable detectors, temperature and flow instruments, electrical safety equipment, fiber-inspection tools, approved cleaning supplies, and manufacturer-specific fixtures. Instrument compatibility and calibration matter more than owning a large general-purpose toolbox.

How much does an in-house maintenance program cost?
A basic program may require several thousand dollars for measurement equipment, training, and initial parts. A multi-platform capability can reach the low tens of thousands before staffing and recurring calibration. These are broad estimates; compare the investment with actual service invoices, downtime, and failure frequency.

Does in-house repair void a laser warranty?
It may, depending on the contract, task, part, and manufacturer. Review written warranty exclusions before opening equipment or installing non-OEM components. Document all work and ask the manufacturer or service provider to confirm in writing which maintenance activities are permitted.

Should a clinic build maintenance capability or buy a CPO replacement?
Compare fleet size, repair history, parts availability, staff competence, warranty, downtime, and remaining service life. A CPO replacement may offer documented testing and support, while internal maintenance may suit a stable fleet with recurring service needs. Request a quote from ALLWILL for both options.

References

  1. FDA White Paper: Evaluating Whether Activities are Servicing or Remanufacturingfda

  2. OSHA Technical Manual — Section III: Chapter 6, Laser Hazardsosha

  3. ANSI Z136.3-2024: Safe Use of Lasers in Health Careansi

  4. Laser Products and Instruments, U.S. Food and Drug Administrationfda

  5. Frequently Asked Questions on Medical Device Servicingadvamed

  6. Laser Parts, Components, Spares — Laser Consumablestjslasers

  7. Aesthetic Laser Equipment Repair and Maintenancelaserservicesolutions

  8. How to Keep Your Cosmetic Laser Machines Running Optimallymedlaserusa

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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.