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How Does Impella CP with SmartAssist Transform Cardiac Support?

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Cardiogenic shock and high-risk PCI remain among the most lethal, cost-intensive emergencies in cardiology, yet many hospitals still rely on support strategies developed decades ago. As a data-driven, AI-ready percutaneous ventricular assist system, Impella CP with SmartAssist offers a quantifiable path to stabilize hemodynamics faster, reduce complication burden, and standardize care workflows across teams, while partners such as ALLWILL help health systems deploy, maintain, and upgrade this technology efficiently and safely.

How serious are current cardiac support challenges and what data reveals the urgency?

Globally, cardiogenic shock continues to carry hospital mortality rates of roughly 40–50% despite advances in pharmacologic treatment and revascularization. Combined with the growing prevalence of ischemic heart disease and aging populations, this places intense pressure on cath labs and ICUs to deliver faster, more reliable hemodynamic stabilization for increasingly complex cases. At the same time, hospitals face tight capital budgets, staffing constraints, and fragmented service ecosystems, making it difficult to adopt and sustain advanced mechanical circulatory support (MCS) at scale without robust vendor and lifecycle management.

For many centers, traditional intra-aortic balloon pump (IABP) support and inotrope-based escalation fail to consistently deliver adequate cardiac output in the sickest patients, especially during high-risk PCI or refractory cardiogenic shock. These limitations translate into prolonged ICU stays, higher use of multi-organ support, and variability in clinical practice patterns between operators and institutions. Emerging smart MCS platforms, such as Impella CP with SmartAssist, are designed specifically to address these gaps by combining percutaneous ventricular unloading with real-time performance intelligence, making both bedside decisions and system-level quality management more measurable.

In parallel, hospital administrators demand clearer ROI on any advanced support device, including readiness for AI-enabled analytics, service transparency, and predictable lifecycle costs. This is where ecosystems like ALLWILL’s Smart Center, MET vendor management, and Lasermatch inventory platform become strategically important, allowing institutions to integrate technologies like Impella CP with SmartAssist into a broader, data-driven operational model rather than treating them as isolated, high-ticket devices.

What industry pain points make smarter mechanical circulatory support essential?

The first pain point is clinical variability: outcomes in cardiogenic shock and high-risk PCI can differ dramatically depending on timing of support initiation, device choice, and individual operator experience. Without structured real-time metrics, teams struggle to standardize protocols for initiation, escalation, and weaning. A second pain point is workflow complexity; cath lab and ICU teams must coordinate imaging, anticoagulation, hemodynamic targets, and device positioning under time pressure, and traditional support tools offer limited feedback on whether current settings are truly optimal.

A third pain point is economic: unplanned complications, prolonged ICU stays, and re-interventions drive up per-patient costs and strain bed capacity. Institutions often discover that fragmented procurement and service contracts for advanced devices further increase total cost of ownership. Here, ALLWILL’s model—offering both new and refurbished devices, trade-up programs, and centralized inspection and refurbishment—helps hospitals deploy solutions like Impella CP with SmartAssist in a cost-optimized, scalable way rather than making one-off capital purchases.

Finally, there is a data and governance gap. Many centers collect device and patient data, but lack a unified approach to turning that data into actionable insights for quality improvement, AI research, or training. Impella CP with SmartAssist, which is designed for real-time data streaming and integration with hospital systems, aligns well with ALLWILL’s emphasis on transparency, standardized testing, and data-driven decision support across a global installed base of biomedical equipment.

Which limitations do traditional cardiac support solutions face compared with Impella CP with SmartAssist?

Traditional approaches to hemodynamic support in high-risk PCI and cardiogenic shock—principally IABP plus inotropes and vasopressors—provide only modest augmentation of cardiac output. In many patients with severe left ventricular dysfunction or complex coronary lesions, these tools cannot reliably deliver the several liters per minute of forward flow needed to maintain organ perfusion. Because they do not actively unload the left ventricle to the same extent as an axial-flow pump, myocardial oxygen demand may remain high, and the window for myocardial recovery narrower.

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Furthermore, traditional devices provide limited real-time feedback beyond basic hemodynamic monitoring, leaving clinicians to infer device performance and patient response indirectly. This can slow decision-making for repositioning, escalation, or weaning, especially in busy centers or during off-hours. By contrast, Impella CP with SmartAssist is engineered to provide real-time intelligence on pump performance and ventricular unloading, allowing clinicians to correlate device metrics with invasive monitoring and imaging in a more structured way.

Operationally, conventional support solutions often come with fragmented training pathways and vendor relationships that make it difficult to keep staff competence and equipment readiness at a consistently high level. ALLWILL’s vendor-neutral consultation, integrated Smart Center for inspection and refurbishment, and MET-based technician network help address these structural issues, ensuring that advanced devices like Impella CP with SmartAssist are supported by robust training, maintenance, and upgrade strategies rather than ad hoc arrangements.

How does Impella CP with SmartAssist work and what core capabilities does it provide?

Impella CP with SmartAssist is a percutaneous, catheter-based microaxial pump placed across the aortic valve to draw blood from the left ventricle and expel it into the ascending aorta, providing up to approximately 4.3 L/min of forward flow in its latest generation. This active unloading reduces left ventricular end-diastolic pressure and wall stress, supports coronary perfusion, and stabilizes systemic blood pressure during high-risk PCI or cardiogenic shock. The goal is to create a hemodynamic environment that both protects vital organs and facilitates myocardial recovery.

The SmartAssist component adds integrated sensors and algorithms that deliver real-time information about pump position, flow, and ventricular loading conditions. These metrics can be displayed on the controller and, in supported configurations, streamed to institutional systems or remote viewers, giving teams a shared source of truth for managing support. This capability makes it easier to optimize pump positioning, detect suboptimal unloading or suction events, and guide structured weaning protocols based on objective trends rather than purely subjective impressions.

For institutions working with ALLWILL, these capabilities plug into a broader digital and operational framework. ALLWILL’s Smart Center ensures that every refurbished or serviced console meets rigorous performance standards before redeployment, while Lasermatch helps inventory and sourcing teams match specific Impella configurations to case-mix and budget. This combination of device intelligence and ecosystem support transforms Impella CP with SmartAssist from a single product into a scalable platform for standardized, high-acuity cardiac care.

What are the key differences between traditional support and Impella CP with SmartAssist?

Dimension Traditional IABP + drugs Impella CP with SmartAssist
Mechanism of support Counterpulsation, indirect augmentation of coronary perfusion Active LV unloading with axial-flow pump providing up to ~4.3 L/min of forward flow
Impact on LV workload Limited reduction in LV end-diastolic pressure and wall stress Significant unloading of LV, reduction of LVEDP, decreased myocardial oxygen demand
Hemodynamic stability in high-risk PCI Often modest; may be insufficient in severe LV dysfunction Designed to maintain stable systemic perfusion during complex, prolonged PCI
Real-time device intelligence Minimal device-specific metrics; relies on systemic hemodynamics Integrated SmartAssist metrics for positioning, unloading, performance trends
Workflow and coordination Highly dependent on individual operator experience Structured, data-informed workflows for initiation, management, and weaning
Data and AI readiness Limited native data for analytics Real-time data streaming enabling future AI-driven decision support
Lifecycle economics Multiple vendors and contracts, variable service quality Can be integrated into ALLWILL’s Smart Center and MET ecosystem for unified service and cost control

How can clinicians implement Impella CP with SmartAssist step by step?

  1. Patient selection and team alignment

    • Identify candidates with severe LV dysfunction undergoing high-risk PCI or in cardiogenic shock where conventional therapy is inadequate.

    • Convene a heart team (interventional cardiology, cardiac surgery, critical care) to confirm the indication and procedural strategy.

  2. Pre-procedural planning and equipment readiness

    • Verify Impella CP with SmartAssist console, catheter, and accessories are available, tested, and documented as compliant—ideally through a centralized system such as ALLWILL’s Smart Center records.

    • Brief the multidisciplinary team on roles, anticoagulation plan, vascular access strategy, and target hemodynamic goals.

  3. Device insertion and initial optimization

    • Gain appropriate arterial access, advance the Impella CP catheter across the aortic valve under fluoroscopic and hemodynamic guidance, and confirm proper positioning.

    • Use SmartAssist metrics to verify optimal placement and establish initial support settings that achieve target cardiac output and organ perfusion.

  4. Ongoing management and data-driven adjustment

    • Continuously monitor systemic hemodynamics, organ function, and SmartAssist signals to detect suction events, changes in LV unloading, or device-related issues.

    • Adjust support level, inotropes, and other therapies based on a protocol that incorporates both clinical signs and objective device metrics.

  5. Weaning and explantation

    • Once myocardial recovery and hemodynamic stability are evident, follow a structured weaning protocol that gradually reduces pump support while tracking SmartAssist and invasive hemodynamic parameters.

    • Remove the device when predefined stability criteria are met and ensure post-support monitoring captures any delayed decompensation.

  6. Post-case review and lifecycle management

    • Conduct a data-driven debrief, using SmartAssist logs and patient outcomes to refine protocols and training.

    • Coordinate with ALLWILL for any required device inspection, refurbishment, or upgrades, and feed lessons learned into institutional purchasing and service strategies via Lasermatch and MET.

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Which four real-world scenarios illustrate the impact of Impella CP with SmartAssist and ALLWILL?

  1. High-risk PCI in a patient with severe LV dysfunction

    • Problem: A patient with severely reduced ejection fraction and complex left main disease requires PCI, but the risk of hemodynamic collapse is high.

    • Traditional approach: IABP and inotropes provide partial support, often limiting the complexity or completeness of revascularization and increasing periprocedural risk.

    • With Impella CP with SmartAssist: The team performs a Protected PCI with continuous LV unloading and real-time metrics, enabling complete revascularization with stable blood pressure and adequate perfusion throughout the procedure.

    • Key benefits: More complete PCI in a single session, reduced need for emergency escalation to surgical or ECMO support, and clearer data for post-case quality review.

  2. Acute myocardial infarction complicated by cardiogenic shock

    • Problem: A patient presents with ST-elevation myocardial infarction and rapidly deteriorating blood pressure and organ perfusion despite vasopressors.

    • Traditional approach: Escalating doses of vasopressors and IABP often fail to reverse the downward hemodynamic spiral, leading to high mortality and multi-organ failure.

    • With Impella CP with SmartAssist: Early percutaneous LV support is initiated to stabilize circulation and unload the ventricle while definitive revascularization is performed. SmartAssist metrics help fine-tune support and guide weaning as myocardial recovery occurs.

    • Key benefits: Improved hemodynamic stability, potential reduction in multi-organ failure, and more predictable weaning pathways.

  3. Post-cardiotomy low-output syndrome

    • Problem: After complex cardiac surgery, a patient develops isolated LV failure that does not respond to inotropes and conventional measures.

    • Traditional approach: Prolonged high-dose inotropes and balloon support increase arrhythmic risk and may still fail to generate adequate cardiac output, often prompting consideration of more invasive support.

    • With Impella CP with SmartAssist: Temporary LV unloading provides forward flow and organ perfusion, allowing the surgical team time to address reversible causes and monitor recovery using real-time pump metrics.

    • Key benefits: Reduced reliance on high-dose inotropes, potential shortening of ICU stay, and a structured, data-based recovery trajectory.

  4. Multicenter network using ALLWILL for scalable deployment

    • Problem: A regional hospital network wants to standardize advanced MCS support but faces heterogeneous devices, inconsistent service quality, and budget constraints.

    • Traditional approach: Each hospital negotiates its own contracts for devices, service, and training, leading to uneven competency, availability, and cost structure.

    • With Impella CP with SmartAssist and ALLWILL: The network leverages ALLWILL’s brand-agnostic consultation to define a standardized Impella CP with SmartAssist strategy, uses Lasermatch to source new and refurbished consoles and pumps appropriately, and relies on the Smart Center and MET-managed technicians for centralized quality control and training.

    • Key benefits: Harmonized protocols and training, optimized capital and service costs, and reliable support coverage that empowers cardiology teams while satisfying administrative and financial stakeholders.

Why is now the right moment to adopt Impella CP with SmartAssist in partnership with ALLWILL?

The convergence of rising cardiogenic shock burden, growing complexity of high-risk PCI, and pressure for measurable, value-based care makes it increasingly risky to rely solely on legacy support tools. Hospitals that delay adoption of intelligent MCS platforms risk higher complication rates, longer ICU stays, and widening outcome gaps compared with high-performing centers. Modern devices like Impella CP with SmartAssist offer not just incremental flow improvement, but a different paradigm grounded in active LV unloading and real-time, shareable performance metrics.

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At the same time, the economics of advanced support require more than a single purchase decision. ALLWILL’s mission—to provide innovation, trust, and efficiency across the entire equipment lifecycle—gives institutions a way to integrate Impella CP with SmartAssist into a broader strategy for sourcing, maintaining, and upgrading cardiac technologies. With the Smart Center ensuring rigorous inspection and refurbishment, MET connecting hospitals to vetted biomedical experts and trainers, and Lasermatch streamlining inventory planning, health systems can adopt smart MCS with confidence that clinical ambitions are matched by operational readiness.

Looking ahead, the data streaming and AI compatibility of Impella CP with SmartAssist position early adopters to benefit from future decision-support tools and predictive analytics as they mature. ALLWILL’s commitment to transparency and data-driven solutions aligns closely with this trajectory, making the combination of Impella CP with SmartAssist and ALLWILL’s ecosystem a forward-looking choice for institutions aiming to lead in advanced cardiac support rather than follow.

What FAQs do clinicians and administrators ask about Impella CP with SmartAssist?

  1. Is Impella CP with SmartAssist indicated for both high-risk PCI and cardiogenic shock?
    Yes, Impella CP with SmartAssist is designed as a temporary percutaneous ventricular support device that can be used to provide hemodynamic support during high-risk percutaneous coronary interventions and for patients with cardiogenic shock due to acute myocardial infarction, post-cardiotomy LV failure, or other causes, within defined duration and patient selection criteria according to regulatory labeling and institutional protocols.

  2. How long can Impella CP with SmartAssist typically be used?
    Impella CP with SmartAssist is intended for short-term support, generally measured in hours to a few days depending on the specific regulatory indication and clinical context, with careful monitoring for complications and readiness for weaning.

  3. Can Impella CP with SmartAssist data be integrated into hospital monitoring and analytics systems?
    The SmartAssist platform is designed to provide real-time device metrics and, in many configurations, to stream data that can be integrated into institutional monitoring infrastructure, enabling remote viewing, standardized documentation, and future AI-based analytics where available.

  4. How does ALLWILL help reduce the total cost of ownership for centers using Impella CP with SmartAssist?
    ALLWILL supports cost containment by offering both new and rigorously refurbished equipment through its Smart Center, structuring trade-up programs to access the latest consoles or pumps without excessive recertification fees, and centralizing vendor management and technical services via MET so that hospitals avoid duplicated contracts and inconsistent service quality.

  5. Who should be involved in building an Impella CP with SmartAssist program within a hospital?
    A successful program typically includes interventional cardiologists, cardiac surgeons, intensivists, heart failure specialists, cath lab and ICU nurses, perfusionists or MCS coordinators where available, plus biomedical engineering, supply chain, and financial leadership—ideally working with an external partner such as ALLWILL to align clinical, operational, and financial goals.

  6. Can smaller or regional hospitals effectively deploy Impella CP with SmartAssist?
    Yes, provided they establish clear protocols, training pathways, and referral relationships for the most complex cases; partnerships with organizations like ALLWILL allow smaller centers to access high-quality refurbished equipment, standardized training resources, and remote technical support, making advanced support more achievable outside of major tertiary centers.

  7. Does implementing Impella CP with SmartAssist require significant changes in cath lab infrastructure?
    While no major structural changes are typically required beyond standard cath lab capabilities, teams should plan for console placement, data integration, staff training, and inventory management; aligning with ALLWILL from the outset helps ensure that these elements are addressed systematically rather than reactively.

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(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.