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How Should Franchise Medspas Centralize Procurement?

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A centralized medspa purchasing system gives franchise networks one operating model for equipment, consumables, contracts, compliance records, and supplier performance. The strongest structure combines corporate purchasing authority with controlled local flexibility. It standardizes approved products, consolidates demand for better commercial terms, and creates a traceable process for sourcing aesthetic devices, certified pre-owned equipment, disposables, installation, training, and service across every location.

What Should a Centralized Medspa Procurement Model Control?

A centralized model should control high-value equipment, regulated products, core consumables, supplier contracts, compliance documentation, and service agreements while allowing local managers to handle urgent, low-risk purchases within defined limits. This division preserves franchise consistency without slowing day-to-day clinic operations.

The central procurement function should own:

  • Approved supplier selection and due diligence.

  • Master purchasing agreements and price schedules.

  • Device specifications, approved configurations, and accessory compatibility.

  • New and certified pre-owned equipment sourcing.

  • Warranty, maintenance, calibration, software, and training requirements.

  • Import, delivery, installation, and acceptance documentation.

  • Contract renewal dates, termination rights, rebates, and minimum-order obligations.

  • Supplier performance reviews and corrective-action records.

Local clinics should generally manage routine ordering, appointment-driven replenishment, receiving, and basic inventory counts. Their authority should be governed by spend thresholds, approved catalogs, and escalation rules rather than informal discretion.

A practical organization design normally includes a procurement manager, clinical or medical-device advisor, finance representative, operations leader, compliance owner, and regional clinic representatives. The procurement manager coordinates the process, but device decisions should not be made on price alone. Treatment protocols, operator training, serviceability, room requirements, patient volume, and local scope-of-practice rules all affect the appropriate purchase.

For a franchise network, the central team should also maintain a single asset register. Each device record should include the serial number, model, handpiece or applicator inventory, acquisition date, condition, location, warranty status, service history, software version, and resale or trade-in assumptions.

How Can Franchise Networks Consolidate Purchasing Without Losing Flexibility?

Franchise networks can consolidate purchasing by separating mandatory brand standards from optional local categories. Core devices, critical disposables, infection-control products, and protocol-specific supplies should use approved specifications and contracted suppliers, while noncritical items can remain locally sourced within budget and compliance rules.

The best structure is not necessarily a single-vendor model. It is a single-governance model with controlled supplier options. For example, corporate procurement may approve two suppliers for a laser platform category, one domestic and one international, provided both meet the same documentation, service, warranty, and delivery requirements.

A category-based approach is usually more effective than treating every purchase identically:

  • Capital equipment: centrally evaluated, negotiated, approved, and assigned to a site after a utilization review.

  • High-risk consumables: centrally specified, batch-traceable, and ordered through approved channels.

  • Routine clinical supplies: standardized where possible, with regional substitutions preapproved.

  • Facilities and office supplies: locally purchased within spending limits.

  • Service and repairs: centrally governed, even when performed locally.

  • Urgent replacement purchases: permitted through an emergency workflow with retrospective review.

Centralization creates leverage because the network can present its full annual demand rather than isolated orders from individual clinics. That leverage may support volume pricing, bundled training, consolidated freight, extended warranty terms, loaner equipment, or scheduled installations. However, a discount is only valuable if it does not create excess inventory, restrictive commitments, or a service bottleneck.

A procurement policy should define who can approve each type of commitment. One example is a local manager approving routine orders, a regional operator approving moderate expenditure, and corporate procurement plus finance approving capital equipment, multiyear service contracts, or purchases with minimum-volume clauses.

The system should also include a documented exception process. A clinic may need a different device because of local demand, physician preference, room configuration, regulatory requirements, or an unavailable manufacturer platform. Exceptions should require a written business case rather than an informal bypass of the system.

Which Contracts Matter Most for Franchise Aesthetic Supply Management?

The most important franchise aesthetic supply contracts are master equipment agreements, consumables schedules, service-level agreements, installation and training statements of work, logistics terms, and approved-supplier addenda. Each should connect commercial pricing to measurable delivery, documentation, warranty, service response, and replacement obligations.

A master agreement should not simply state a unit price. It should establish the rules that apply across the network, including:

  • Price validity, volume tiers, rebate calculations, and freight treatment.

  • Whether pricing applies to franchisees, corporate locations, or affiliated entities.

  • Order authorization and purchase-order requirements.

  • Delivery windows, site-readiness responsibilities, and installation acceptance.

  • Warranty duration, exclusions, response times, and escalation contacts.

  • Preventive-maintenance intervals and included labor or travel.

  • Loaner, replacement, or repair options for critical devices.

  • Software licensing, updates, cybersecurity responsibilities, and data handling.

  • Training hours, certification records, and retraining costs.

  • Ownership of accessories, handpieces, applicators, and replacement parts.

  • Returns, cancellations, damaged shipments, and restocking charges.

  • Termination, renewal, audit, and dispute-resolution provisions.

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For certified pre-owned equipment, the contract should define the refurbishment scope rather than using “refurbished” as a generic quality claim. The buyer should know whether the unit received cosmetic cleaning, functional testing, replacement of wear parts, calibration verification, software review, safety testing, or a broader factory-level refurbishment.

Warranty language deserves special attention. A network-wide warranty may appear attractive but become difficult to use if the supplier requires the clinic to ship a device to another country or excludes travel, handpieces, cooling systems, consumables, or software. The agreement should identify the service location, response target, parts availability, and the party responsible for freight.

The franchise agreement and the procurement contract should also be reviewed together. Restrictions on required suppliers, rebates, markups, purchasing obligations, or affiliated-party payments may affect franchise disclosure and relationship management. Corporate counsel should determine how those arrangements interact with the applicable franchise laws and state medical-practice requirements.

What Operational Impact Can Centralized Equipment Ordering Create?

Centralized equipment ordering can improve visibility, reduce duplicate evaluation work, simplify training, and make network-wide service planning more predictable. The financial result depends on utilization, negotiated terms, inventory discipline, implementation quality, and whether standardization improves or restricts each clinic’s ability to meet local demand.

Bulk ordering does not automatically produce savings. A network can pay less per unit and still lose money if it buys equipment before sites are ready, overcommits to consumables, or places incompatible devices in low-volume locations.

Before authorizing a capital purchase, procurement should collect:

  • Expected monthly treatment volume by location.

  • Current utilization of comparable equipment.

  • Room, electrical, ventilation, and workflow requirements.

  • Available operator capacity and training readiness.

  • Local competitive positioning and service demand.

  • Consumable or disposable requirements.

  • Installation lead time and revenue-launch date.

  • Planned maintenance and downtime assumptions.

  • Financing, lease, or cash-purchase implications.

  • Exit, relocation, trade-in, and resale considerations.

An illustrative operational model might compare two network scenarios. If ten clinics each require one device, centralized negotiation could improve the commercial package through volume pricing or bundled services. But if three locations will not be ready for six months, phased ordering may preserve cash and reduce idle-asset exposure even when a larger order offers a nominal discount.

The relevant performance indicators should include:

  • Purchase-price variance against the approved contract.

  • On-time, in-full delivery rate.

  • Average time from purchase order to clinical readiness.

  • Device utilization by site and treatment category.

  • Downtime hours and mean time to repair.

  • Warranty-claim resolution time.

  • Emergency-buy frequency.

  • Inventory turns and expired-product value.

  • Contract leakage, including off-contract purchases.

  • Cost per treatment opportunity, not only cost per unit.

ALLWILL can support a network-level sourcing process by helping procurement teams compare new and certified pre-owned availability, validate configuration details, organize condition documentation, and coordinate warranty or service questions before a purchase order is released.

Request a quote from ALLWILL for current availability, configuration options, condition documentation, and network-level sourcing support for your franchise locations.

How Should Procurement Differentiate Devices Across Regional Clinics?

Procurement should differentiate devices by clinical use case, expected utilization, site readiness, operator competency, service access, and local market demand rather than deploying one platform uniformly. Standardization is valuable when it improves training and consistency, but regional variation may justify different configurations or equipment tiers.

A flagship location with multiple trained providers may justify a broader platform, additional handpieces, or higher redundancy. A smaller clinic may need a focused configuration that matches its appointment mix and avoids paying for capabilities it will not use.

This does not mean every site should make independent technology decisions. Corporate procurement can define a preferred architecture with approved alternatives:

  • Tier A: network-standard platform for high-volume or flagship clinics.

  • Tier B: streamlined configuration for moderate-volume sites.

  • Tier C: certified pre-owned or lower-capital option for market entry, replacement, or pilot locations.

The decision should also account for manufacturer continuity. A device with a strong installed base may offer easier access to trained service technicians and parts, while a less common platform may have attractive pricing but higher operational risk. Neither conclusion should be assumed without checking the actual market, region, and service arrangements.

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Alternative platforms may deserve consideration when they address the same treatment category with different consumable models, footprints, training requirements, or service networks. The right comparison is operational: how quickly can the site become competent, how reliably can it remain open, and how easily can the network transfer knowledge between locations?

ALLWILL Expert View

In a franchise network, the most expensive procurement mistake is often not paying too much for a device; it is placing the wrong device in the wrong location under the wrong support model. A procurement manager should treat every equipment order as a lifecycle decision. Before negotiating price, confirm the intended treatment mix, provider availability, room readiness, training schedule, service coverage, consumable obligations, and exit plan. For certified pre-owned equipment, request a written condition report, test scope, serial-number verification, included accessories, software status, and warranty exclusions. For new equipment, clarify what the commercial package actually includes: installation, education, freight, handpieces, preventive maintenance, and response commitments. A network-wide agreement should create consistency without forcing low-volume sites into overbuilt configurations. The strongest supplier relationship is transparent about trade-offs and gives the operator enough information to make a defensible decision at both the corporate and clinic levels.

Which Supplier Vetting Framework Should Franchise Procurement Use?

A supplier vetting framework should evaluate identity, authorization, device provenance, regulatory documentation, technical support, commercial terms, data security, and post-sale accountability. The goal is to prove that the supplier can deliver the specified asset and support it throughout its intended operating life.

Use the following framework before approving a supplier or adding it to the network’s approved list.

Vetting area Evidence to request Approval question
Corporate identity Legal entity name, physical address, ownership details, insurance, tax information Can the network identify and contract with the actual seller?
Manufacturer relationship Authorization letter, distributor status, service credentials, or documented independent sourcing role Is the supplier’s relationship to the manufacturer clear and accurately represented?
Device authenticity Model and serial-number records, ownership history, provenance, photographs, title or transfer documents Can the specific unit be authenticated and legally transferred?
Regulatory status Applicable clearance, registration, labeling, import, and regional-use documentation Is the device lawful for the intended market and indication?
New or CPO condition Inspection report, refurbishment scope, replaced parts, test results, cosmetic grade, software status Does the condition match the commercial description?
Technical support Service locations, technician qualifications, parts access, response targets, loaner policy Can the supplier support every region where the network operates?
Warranty Duration, coverage, exclusions, claim process, travel and freight responsibility Can a clinic use the warranty without unreasonable operational friction?
Contract economics Price tiers, rebates, freight, payment terms, minimum orders, renewal terms Is the total commercial commitment understood, not just the unit price?
Cybersecurity and software Update policy, access controls, remote-support process, data-handling terms Could software or remote access create operational or privacy exposure?
References and performance Multi-site references, delivery history, service metrics, complaint process Has the supplier performed consistently for comparable buyers?

The framework should be risk-tiered. A supplier providing disposable skin-care products may require a lighter review than one supplying network-wide energy-based devices, software-connected systems, or regulated products. High-risk suppliers should undergo periodic review rather than one-time approval.

ALLWILL’s Smart Center and expert-matching approach can be useful when a network needs help comparing configurations, reviewing CPO documentation, identifying service considerations, or coordinating equipment decisions across regions. Buyers should still confirm every material representation in writing and retain the documentation with the asset record.

How Can Franchise Networks Protect Compliance and Assets?

Franchise networks protect compliance and assets by maintaining traceable records from supplier qualification through installation, operation, service, transfer, and retirement. Each location should know what it owns or leases, whether the device is approved for its market, who may operate it, and which obligations remain active.

The central compliance file should include:

  • Purchase agreement, invoice, and proof of payment.

  • Serial number, model, accessories, and configuration.

  • Regulatory and labeling documentation relevant to the jurisdiction.

  • Importer or distributor records where applicable.

  • Installation qualification or acceptance record.

  • Training and competency records.

  • Preventive-maintenance and repair history.

  • Warranty certificate and exclusions.

  • Complaint, incident, and corrective-action contacts.

  • Transfer, resale, trade-in, or decommissioning records.

In the United States, imported medical devices may trigger requirements involving establishment registration, device listing, premarket authorization or clearance where applicable, labeling, medical-device reporting, and other obligations. The exact responsibilities vary by product, role, and transaction structure, so the franchise network should identify the manufacturer, initial importer, distributor, and end user before shipment.

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Regulatory status should never be inferred from a supplier’s marketing language. Buyers should verify whether the specific model is cleared, approved, exempt, or otherwise permitted for the intended use and jurisdiction. A CE mark, where applicable, does not automatically establish authorization for every other market.

Asset protection also requires physical controls. Clinics should log device access, maintain environmental requirements, secure handpieces and applicators, restrict software credentials, and document transfers between sites. If a device moves across borders or between legal entities, procurement should confirm whether warranty, registration, service eligibility, and regulatory responsibilities move with it.

What Procurement Risks Should Franchise Medspas Avoid?

Franchise medspas should avoid off-contract purchasing, unverified equipment provenance, vague refurbishment claims, price-only negotiations, uncontrolled local substitutions, and contracts that omit service or compliance responsibilities. These failures can create downtime, inconsistent patient workflows, hidden costs, audit difficulty, and disputes between the franchisor, franchisee, and supplier.

Common warning signs include:

  • A quote that does not identify the exact model, configuration, or serial number.

  • “Like new” language without inspection or refurbishment evidence.

  • A warranty that excludes the parts most likely to require service.

  • Unclear responsibility for import clearance, taxes, freight, or installation.

  • A bulk discount tied to excessive minimum volumes.

  • No documented response time for critical equipment failures.

  • Unsupported claims about regulatory clearance or treatment indications.

  • Supplier refusal to provide references or legal-entity information.

  • Local purchases that bypass network-approved specifications.

  • Contracts that auto-renew without review or price controls.

  • No plan for obsolete software, discontinued parts, or manufacturer support.

  • Equipment ordered before the clinic confirms room and training readiness.

A procurement manager should also avoid treating centralization as a mandate to remove all local judgment. Regional operators often know which services are actually demanded, which providers are available, and which competitors influence patient expectations. Their input should inform the specification and deployment decision, while corporate procurement retains control over standards, contracts, and risk.

The next step is to convert the network’s requirements into a written sourcing brief covering locations, device categories, target quantities, condition preferences, delivery windows, service expectations, and documentation requirements. Request a quote from ALLWILL for a tailored multi-site sourcing plan, current device availability, CPO inspection records, warranty options, and support requirements before committing capital.

Frequently Asked Questions

What is a centralized medspa purchasing system?
It is a corporate-controlled process for selecting suppliers, negotiating contracts, approving equipment, managing compliance records, and coordinating orders across multiple clinics. Local sites retain limited purchasing authority for routine needs, while capital equipment and regulated products follow central standards and approval workflows.

How should franchise medspas manage certified pre-owned equipment?
Require a written inspection and refurbishment report, serial-number verification, condition grade, included accessories, software status, service history where available, and warranty terms. Confirm that the unit is authentic and suitable for the intended jurisdiction. The contract should state who handles shipping, installation, repairs, and replacement parts.

What should an aesthetic supply contract include?
It should cover exact product specifications, pricing tiers, freight, payment terms, lead times, acceptance, warranty, service response, training, regulatory documentation, returns, minimum orders, renewal, termination, rebates, and dispute resolution. For a franchise network, it should also define which legal entities and locations may purchase under the agreement.

How can procurement reduce equipment downtime across regions?
Standardize service contacts, preventive-maintenance schedules, spare-part expectations, escalation procedures, and loaner or replacement terms before equipment is deployed. Track downtime and repair-response metrics by supplier and site. A lower purchase price may be unattractive if service coverage is weak in the regions where clinics operate.

How can a franchise network request a multi-site equipment quote?
Prepare a brief listing clinic locations, expected volumes, preferred device categories, new or CPO requirements, delivery timing, installation needs, and warranty expectations. Request a quote from ALLWILL for current availability, configuration options, condition reports, and network-level support.

References

  1. Importing Medical Devices and Radiation-Emitting Electronic Products into the U.S.fda

  2. Purchasing Controlsfda

  3. Franchise Rule Compliance Guideftc

  4. Strategic Sourcingahrmm

  5. Procurementahrmm

  6. NIST Cybersecurity Supply Chain Risk Management: Due Diligence Assessment Quick-Start Guidecsrc.nist

  7. Health Industry Cybersecurity Supply Chain Risk Management Guidehealthsectorcouncil

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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.