PRODUCT PLACEMENT AGREEMENT Percutaneous Tibial Neuromodulation (PTNM)

NURO External Neuromodulation System

This agreement outlines the terms and conditions under which the NURO External Modulation System (the "Product") is being distributed to you by Medtronic, Inc. ("Medtronic") on behalf of AUS, LLC ("AUS"). If you retain or use the Product, you will be deemed to have accepted these terms.

  1. Ownership and Access. The Product is equipment currently owned by AUS, an entity which is affiliated with Medtronic, the sole distributor for AUS. In consideration for your agreement to purchase NURO therapy session and session kits, we are hereby transferring ownership of the Product subject to the further conditions set forth in the agreement. You agree that you will return the Product to Medtronic and, by returning the Product to Medtronic, you will transfer ownership of the Product back to AUS if you decide to cease purchasing NURO products in the future. Except as set forth below, you may not sell, grant, donate or otherwise dispose of the Product other than by returning it to Medtronic.
  2. Delivery Location. For traceability and access purposes, you understand that you must keep track of the Product's location at all times so that it may be located upon Medtronic's request promptly.
  3. Responsibility for Conduct of a Subcontractor to Whom You Provide the Product. You understand that if you provide the Product to a Subcontractor, Business Associate or other person or agent, you are nevertheless responsible for maintaining the condition of the Product and/or returning it to Medtronic if you cease purchasing NURO products and/or providing Medtronic with the location of the Product promptly. No matter who is using this Product on your behalf, you understand that you are the person who is responsible for ensuring that the terms of this Agreement are met.
  4. Duration of this Agreement and Return of Product to Medtronic. Subject to paragraph 1 above, the Product is being provided to you at no cost indefinitely solely for your use in treating patients with Overactive Bladder (OAB) and associated symptoms of urinary urgency, urinary frequency, and urge incontinence. You may terminate this agreement at any time, simply upon notice and return of the Product to Medtronic for any reason you deem appropriate.
  5. No Alterations or Modifications. You will not copy, alter, modify, attempt to repair or create derivative works from the Product, nor will you remove, alter or modify any of the labeling, warnings or other components of the Product. You will not reverse engineer, decompile or disassemble the Product, nor will you allow any other person to do so. No rights or licenses are granted other than those expressly granted in this agreement.
  6. Governing Law. This agreement is governed by Minnesota law, exclusive of its choice of law rules.