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MASTER ORDERING AGREEMENT This Master Ordering Agreement (the "Master Agreement" or "Agreement") is effective from June 25, 2013 (the "Effective Date") between:

FMC Corporation ("EMC")

176 South Street

And Medtronic, Inc.

("Customer")

710 Medtronic Parkway

Hopkinton, Massachusetts 01748 Minneapolis, MN 55432

Email for Legal Notices; lagainotices@emc.com Email for Legal Notices:

This Master Agreement governs Customer's procurement and use of all Products and Services ordered by Customer directly from EMC on or after the Effective Date.

1. DEFINITIONS. A. "Affiliate" means a legal entity that is controlled by, controls, or is under common "control" of a related entity. "Control" means the ability, whether directly or indirectly, to direct the affairs of another by means of more than 50% voting power or ownership, interests. B. "Customer Support Tools" means any software or other tools made available by EMC to Customer to enable Customer to perform various self-maintenance activities. C. "Documentation" means the then-current, generally available, written user manuals and online help and guides for Products provided by EMC to Customer. D. "Installation Site" means the ship-to address or other location identified on the EMC quote or other document prepared by EMC as the site of installation or a subsequent location approved by EMC. E. "Maintenance Aids" mean any hardware, software or other tools, other than Customer Support Tools, used by EMC to perform diagnostic or remedial activities on Products. F. "Products" mean "Equipment" (which is the hardware delivered by EMC to Customer) and/or "Software" (which is any programming code provided by EMC to Customer as a standard product, also including microcode, firmware and operating system software). G. `Product Notice" means the notice by which EMC informs Customer of product-specific use rights and restrictions, warranty periods, warranty upgrades and maintenance (support) terms. Product Notices will be delivered in an EMC quote otherwise in writing to Customer and/or a posting on the applicable EMC website, currently located at hup://www.emc.cominroducts/warranty maintenance/index. iSP. The terms of the Product Notice in effect as of the date of the EMC quote shall be deemed incorporated into and made a part of the relevant Customer purchase order for such Product. Each Product Notice is dated and is archived when it is superseded by a newer version. EMC shall not change any Product Notice retroactively with regard to any Products listed on an EMC quote issued prior to the date of the applicable Product Notice. EMC shall provide Customer with a copy of the applicable Product Notice and/or attach it to the relevant EMC quote.

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H. "Services" mean services provided by EMC or its designee to Customer and may consist of (i) services for the support and maintenance of standard Products ("Support Services"); or (ii) consulting, installation, implementation, or other services that are not Support Services including any Deliverables (each as defined in Attachment 3) of such services ("Professional Services"). I. "Software Release" means any subsequent version of Software provided by EMC after initial Delivery of Software, but does not mean a new Product. J. "Statement of Work" or "SOW" means a document agreed between Customer and EMC containing specifications and other transaction-specific details of the Professional Services to be provided by EMC. SOWs may, among other things, be concluded in the structure of a long form services specification or a short form service description and EMC model number called a "Service Brief."

2. PURCHASING AND PAYMENT. A. Purchasing. Each Customer purchase order shall reference the applicable EMC quote and becomes binding on both parties when it is submitted by Customer and accepted by EMC as evidenced by (i) EMC's issuing of an e-mail or other written communication to Customer; or (ii) EMC's delivery of the Products and/or Services identified in the purchase order to Customer, Each SOW becomes binding on both parties when it is signed by EMC and Customer countersigns and returns the SOW to EMC. B. Payment. Customer shall pay EMC's invoices in full within thirty-five (35) days after the date of EMC's invoice. In addition to the charges due hereunder, Customer shall pay or reimburse to EMC for all value added (VAT), sales, or use, personal property and other taxes and duties resulting from its purchase of Products or Services under this Agreement ("Taxes") in accordance with the terms set forth in this Section 2(B). If EMC has a legal obligation to pay or collect Taxes for which Customer is responsible under this section, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides EMC with a valid tax exemption certificate authorized by the appropriate taxing authority. Nothing in this Master Agreement, however, shall require Customer to pay any payroll, unemployment,

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franchise, corporate, partnership, succession, transfer, profits or income tax of EMC. In addition, EMC shall be responsible for all taxes or duties on the goods or services it purchases, consumes, or uses in providing the Products or Services. Customer will withhold all federal, state, local and/or foreign taxes as required by the laws of each jurisdiction. If Customer is required to withhold taxes, then Customer will forward any withholding receipts to EMC at tax@eme.com . EMC agrees to provide Forms W-9, W-8, 8233 or other applicable forms required to comply with governmental requirements. In the event Customer is determined to be liable for any employee withholding taxes, unemployment compensation, workers' compensation, or other similar taxes or charges associated with EMC's employees, or EMC's service providers' or contractors' employees, EMC agrees to promptly work in good faith to determine if amounts are owing to Customer for all such payments and if such amounts are owed to Customer, EMC will promptly reimburse Customer for all such payments. C. Orders by Affiliates. Customer Affiliates domiciled in the same country as Customer are entitled to order Products and Services under this Master Agreement, if the Products and Services are ordered for installation/delivery in such country. Before ordering Products and Services for installation/delivery in any other country, the Customer Affiliate operating in such other country and the local EMC Affiliate, if any, that engages in direct sales/licensing activities of Products and Services in the ordinary course of its business for such country, must first execute a local participation agreement ("Local Participation Agreement") that (i) incorporates by reference the terms of this Master Agreement; and (ii) addresses such issues as are necessary to conform to local country laws and business requirements and practices. Thereafter, an EMC quote, referencing the Local Participation Agreement may be issued by such local EMC Affiliate to the local Customer Affiliate and a purchase order may be placed pursuant to such EMC quote. If there is no such local EMC Affiliate, then EMC shall advise Customer on any available alternative methods of procurement. Any modification to the terms of this Master Agreement implemented into a Local Participation Agreement will only be effective for that Local Participation Agreement only. The local EMC Affiliate will be obligated to perform Services or provide Products only after the execution of an appropriate Local Participation Agreement referencing this Master Agreement (and the associated Statement(s) of Work, if any). Unless otherwise specifically agreed to in writing in a Local Participation Agreement or other related agreement, each EMC Affiliate that performs Services or provide Products under this Master Agreement pursuant to a Local Participation Agreement will only perform such Services or provide Products in its local jurisdiction and will be responsible for claims arising out of its own performance. On an annual basis, EMC will use good faith efforts to provide Customer with a report identifying all LPAs that have been entered during the previous year. All yearly reports are due on the anniversary of the Agreement Effective Date. D. Transactions with Certain EMC Affiliates, Certain EMC Affiliates may market brands of products and services ("Additional Brands") not typically available from the EMC

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entity signing this Master Agreement or a Local Participation Agreement (collectively called the "Governing Agreement"). EMC and Customer recognize that it may be to their mutual advantage to use the Governing Agreement to expedite transactions of Additional Brands. Accordingly, Customer and Customer Affiliates may order Additional Brands from the applicable EMC Affiliate by issuing a purchase order that references a quote for Additional Brands which (i) is issued by the applicable EMC Affiliate; (ii) references the Governing Agreement; and (iii) includes any additional or different requirements or terms that specifically apply to the Additional Brands only For purposes of such quote, references in the Governing Agreement to "EMC" are deemed to apply to the EMC Affiliate issuing the quote. In case of conflict between such quote and the Governing Agreement, such quote shall supersede and control the applicable transaction.

3. DELIVERY AND INSTALLATION, A. Product Delivery. Title and risk of loss for sold Equipment and physical media containing Software shall transfer to Customer upon EMC's delivery to a carrier at EMC's designated point of shipment ("Delivery"). Unless otherwise agreed, a common carrier shall be specified by EMC. Software may be provided by (i) Delivery of physical media; or (ii) electronic means (where available from EMC). B. Product Installation and Acceptance. EMC's obligation, if any, to install a Product as part of the Product's purchase price or licensing fee, is set forth in the Product Notice. Acceptance that a Product operates in substantial conformity to the Product's Documentation occurs upon Delivery or electronic availability of the Product, as applicable. Acceptance of Equipment that EMC has agreed to install occurs (i) upon successful completion of EMC's standard installation procedures which demonstrate that the operation of the Equipment substantially conforms to the Documentation for such Equipment, or (ii) thirty (30) days after shipment if Customer causes a delay in such installation, and for all other Equipment occurs fourteen (14) days after shipment. Notwithstanding such acceptance, Customer retains all rights and remedies set forth in the section entitled "Product Warranty."

4. LICENSE TERMS. A. General License Grant. EMC grants to Customer and its Affiliates a nonexclusive and nontransferable (except as otherwise permitted herein) license (with no right to sublicense) to use (i) the Software for Customer's or its Affiliates internal business purposes; and (ii) the Documentation related to Software for the purpose of supporting Customer's or its Affiliates use of the Software. Licenses granted to Customer or its Affiliates shall, unless otherwise indicated on the EMC quote or an amendment to this Agreement, be perpetual and commence on Delivery of the physical media or the date Customer is notified of electronic availability, as applicable. B. Licensing Models. Software is licensed for use only in accordance with the commercial terms and restrictions of the Software's relevant licensing model, which are stated in the Product Notice and/or EMC quote. For example, the licensing model may provide that Software is licensed for use solely (i) for a certain number of licensing units; (ii) on or in

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connection with certain equipment, or a CPU, network or other hardware environment; and/or (iii) for a specified amount of storage capacity. Microcode, firmware or operating system software required to enable the Equipment with which it is shipped to perform its basic functions, is licensed for use solely on such Equipment. C. License Restrictions. All Software licenses granted herein are for use of object code only. Customer or its Affiliates are permitted to copy the Software as necessary to install and run it in accordance with the license, but otherwise for back-up purposes only. Customer or its Affiliates may copy Documentation insofar as reasonably necessary in connection with Customer's or its Affiliates' authorized internal use of the Software. Neither Customer nor its Affiliates shall, without EMC's prior written consent (i) use Software in a service bureau, application service provider or similar capacity; or (ii) disclose to any third party the results of any comparative or competitive analyses, benchmark testing or analyses of EMC Products performed by or on behalf of Customer or its Affiliates; (iii) make available Software in any form to anyone other than Customer's employees or contractors (including, without limitation, outsourcers); or (iv) transfer Software to a third party. D. Software Releases. Software Releases shall be subject to the license terms applicable to Software. E. Audit Rights. EMC shall have the right to audit Customer's usage of Software to confirm compliance with the agreed terms. Such audit is subject to the following guidelines (i) EMC must provide Customer with reasonable advance notice; (ii) the audit shall not unreasonably interfere with Customer's business activities; and (iii) an audit may not be conducted more than once per calendar year; provided, however, that audits may be conducted more frequently, but no more than two times (2x) per year, if a prior audit reveals non-compliance with the terms of this Master Agreement. Customer will provide EMC with the support required to perform such audit. EMC shall treat as Confidential Information all information gained as a result of any audit and shall only use or disclose such information as required by law or to enforce it rights under this Agreement. Within forty-five (45) days of completion of an audit, EMC, or its auditor, shall provide Customer with a final audit report. Customer shall have a period of thirty (30) days to validate and confirm the accuracy of the audit report. In the event Customer disputes the audit report, Customer shall notify EMC in writing and the parties shall use reasonable efforts to resolve such dispute within sixty (60) days of EMC's receipt of Customer's notice. Once the audit report has been validated by Customer or any disputes with regard to such audit report have been resolved by the parties, if the audit discloses a shortfall in licenses for the Software, EMC's remedy, without prejudice to other rights of EMC, and Customer's liability shall be payment for the additional licenses. Payment for such additional licenses shall be at Customer's then current rates plus five percent (5%) for such licenses and corresponding support services fees for such licenses; provided that such support service fees shall not include back support or maintenance fees for the licenses. F. Termination. EMC may terminate licenses for cause, if Customer or its Affiliates breach the terms governing use of

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the Software and fails to cure within thirty (30) days after receipt of EMC's written notice thereof. Upon termination of a license, Customer or its Affiliate shall cease all use and return or certify destruction of the applicable Software (including copies) to EMC. G. Reserved Rights. All rights not expressly granted to Customer are reserved. In particular, no title to, or ownership of, the Software is transferred to Customer or its Affiliates. Customer and its Affiliates shall reproduce and include copyright and other proprietary notices on and in any copies of the Software. Unless expressly permitted by applicable mandatory law, Neither Customer nor its Affiliates shall modify, enhance, supplement, create derivative works from, reverse assemble, reverse engineer, decompile or otherwise reduce to human readable form the Software without EMC's prior written consent, nor shall Customer or its Affiliates permit any third party to do the same. H. Other License Terms. If a particular Product is provided with a "clickwrap" agreement included as part of the installation and/or download process, or a "shrinkwrap" agreement included in the packaging for the Product, the terms of such clickwrap or shrinkwrap agreement shall, in case of conflict with the terms of this Master Agreement, prevail with regard to Products for which EMC is not the licensor; provided that EMC has identified such Products in the applicable quote or otherwise in writing; Notwithstanding the above, any "clickwrap" or "shrinkwrap" terms or agreements ("Additional Terms") provided with the Products shall not prevail over the terms of the Master Agreement with regard to Products for which EMC is licensor, even if use of such Products requires an affirmative "acceptance" of those Additional Terms before access is permitted.

5. PRODUCT WARRANTY. A. Equipment Warranty. EMC warrants that Equipment, and Equipment upgrades installed into the Equipment, purchased from EMC, under normal usage and with regular recommended service shall be free from material defects in materials and workmanship, and perform substantially in accordance with the Documentation provided for the Equipment until the expiration of the warranty period. Unless otherwise noted on the Product Notice or EMC quote, the warranty coverage for the microcode, firmware or operating system software that enables Equipment to perform as described in its Documentation shall be no less than that which applies to such Equipment. For some types of Equipment, as noted on the Product Notice, Support Services associated with a Support Option (as described at the Product Notice) are included free of charge during the warranty period. In some cases, a Support Option upgrade during the warranty period may be available for a fee. In addition to the above, EMC will cooperate with and provide reasonable. assistance to Customer in providing the terms and conditions for third party hardware included in the Equipment for which EMC is not the manufacturer. B. Software Warranty. EMC warrants that Software (i) will substantially conform to the applicable Documentation for such Software and that any media will be free from manufacturing defects in materials and workmanship until the expiration of the warranty period; (ii) EMC warrants that it

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shall use reasonable technical means to detect computer viruses. Provided Customer uses Software in accordance with Master Agreement, EMC further warrants that the Software as delivered by EMC does not contain any virus or computer software code or other device that would (a) permit access or use by unauthorized third parties, or (b) have the effect of disabling, damaging, corrupting, erasing, delaying or otherwise shutting down all or any portion of any Customer computers, networks, data or other electronically stored information, or other computer programs or systems, and EMC shall not invoke such mechanisms at any time, including upon expiration or termination of the Agreement for any reason, or (c) contain any program routine, hardware components, device, code or instructions (including any code or instructions provided or created by third parties) or other undisclosed feature, including, without limitation, a time bomb, virus, software lock, bug, error, defect, Trojan horse, worm, or trap door, that is or are designed to or which can, access, modify, delete, damage, disable, deactivate, interfere with, or otherwise harm any Customer software, hardware, any computers, networks, data or other electronically stored information, or computer programs or systems. Notwithstanding the foregoing: (i) the Software may include software routines designed to permit EMC (or other person acting by authority of EMC) to obtain access, with Customer's prior written consent, to Customer's computer system(s) (e.g., remote access via modem) for purposes of maintenance or technical support; (ii) Customer must have a valid Software license key/authorization code provided by EMC in order to enable use of some of the Software; and (iii) EMC may in the future implement license management technology provided that Customer, at its sole discretion, may opt out of such license management technology program with no penalty, and such shall not be a violation of this Section. In the event that EMC breaches the aforesaid warranty, then Customer must report in writing such breach of this warranty to EMC promptly and Customer's sole and exclusive remedy and EMC's sole liability for breach of this warranty shall be the immediate replacement of all copies of the affected Software rightfully in the possession of Customer with a copy that does not contain such virus. EMC does not warrant that the operation of Software shall be free of interruptions or errors, that all defects can be corrected, or that Software meets Customer's requirements, except if expressly warranted by EMC in its quote. Support Services for Software are available for separate purchase and the Support Options are identified at the Product Notice. C. Warranty Duration. Unless otherwise stated on the EMC quote, the warranty period for Products shall be as set forth at the Product Notice. Equipment warranty commences upon Delivery. Software warranty commences upon Delivery of the media or the date Customer is notified of electronic availability, as applicable. Equipment upgrades are warranted from Delivery until the end of the warranty period for the Equipment into which such upgrades are installed. D. Customer Remedies. EMC's entire liability and Customer's exclusive remedies under the warranties described in sections 5A and 5B shall be for EMC, at its option, to remedy the non-compliance or to replace the affected Product. If EMC is unable to effect such within a reasonable time, then

EMC shall refund the amount paid by Customer for the Product concerned as depreciated on a straight line basis over a five (5) year period and, if applicable, any prepaid Support Services fees for the affected Product in accordance with the terms set forth in Attachment 1, upon return of such Product to EMC. All replaced Products or portions thereof shall he returned to and become the property of EMC. If such replaced Product is not so returned, Customer shall pay EMC's then current spare parts price therefore. EMC shall have no liability hereunder after expiration of the applicable warranty period. E. Warranty Exclusions. Warranty does not cover problems that arise from (i) accident or neglect by Customer or its Affiliates or any third party not retained or managed by EMC; (ii) any third party items or services with which the Product is used (excluding third party items provided by EMC) or other causes beyond EMC's control; (iii) installation, operation or use not in accordance with EMC's instructions or the applicable Documentation; (iv) Customer or its Affiliates use in an environment, in a manner or for a purpose for which the Product was not designed; (v) modification, alteration or repair by anyone other than EMC or its authorized representatives; or (vi) in case of Equipment only, causes not attributable to normal wear and tear or any inherent defects in the Equipment. EMC has no obligation whatsoever for Software installed or used beyond the licensed use, for Equipment which was moved from the Installation Site without EMC's consent or whose original identification marks have been altered or removed. Removal or disablement of Equipment's remote support capabilities during the warranty period requires reasonable notice to EMC. Such removal or disablement, or improper use or failure to use applicable Customer Support Tools shall be subject to a surcharge in accordance with EMC's then current standard rates. F. No Further Warranties. Except for the warranties set forth in this Master Agreement, EMC (INCLUDING ITS SUPPLIERS) MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES, WRITTEN OR ORAL. INSOFAR AS PERMITTED UNDER APPLICABLE LAW, ALL OTHER WARRANTIES ARE SPECIFICALLY EXCLUDED, INCLUDING WARRANTIES ARISING BY STATUTE, COURSE OF DEALING OR USAGE OF TRADE.

6. ENDEIVINITY, EMC shall (0 defend Customer against any third party claim that a Product or Service infringes a patent or copyright enforceable in a country that is a signatory to the Berne Convention; and (ii) pay (including, reasonable attorneys' fees) the resulting costs to defend such claim and any damages finally awarded against Customer by a court of competent jurisdiction or the amounts stated in a written settlement negotiated by EMC. The foregoing obligations are subject to the following: Customer (a) notifies EMC promptly in writing of such claim; (b) grants EMC sole control over the defense and settlement thereof, except that Customer's prior written approval will be required for any settlement that reasonably can be expected to require a material affirmative unindemnified or non-monetary obligation (except obligations to stop using infringing products or services) of, contain any admission of fault or wrongdoing; (c) reasonably cooperates (at EMC's expense) in response to an EMC request for assistance; and (d) is not in material breach of EMC's

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intellectual property rights. Should any such Product or Service become, or in EMC's opinion be likely to become, the subject of such a claim, EMC may, at its option and expense and within a reasonable timeframe, (I) procure for Customer the right to make continued use thereof; (2) replace or modify such so that it becomes non-infringing with no significant decrease to the functionality of the Product or Service and at no additional cost to Customer; (3) request return of the Product and, upon receipt thereof; refund the price paid by Customer, less straight-line depreciation based on a five (5) year useful life for Products and, if applicable, any prepaid Support Services fees for the affected Product in accordance with the terms set forth in Attachment 1; or (4) discontinue the Service and refund the portion of any pre-paid Service fee that corresponds to the period of Service discontinuation. EMC shall have no liability to the extent that the alleged infringement arises out of or relates to; (A) use or combination of a Product or Service with third party products or services; (B) use for a purpose or in a manner for which the Product or Service was not designed; (C) any modification made by any person other than EMC or its authorized representatives; (D) any modifications to a Product or Service made by EMC pursuant to Customer's specific instructions; (E) any technology owned or licensed by Customer from third parties; or (F) use of any older version of the Software when use of a newer Software Release made available to Customer would have avoided the infringement. THIS SECTION STATES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY AND EMC'S ENTIRE LIABILITY FOR THIRD PARTY INFRINGEMENT CLAIMS, 7. LIMITATION OF LIABILITY. A. Limitation on Direct Damages. EXCEPT WITH RESPECT TO CUSTOMER'S OBLIGATION TO PAY EMC FOR PRODUCTS AND SERVICES HEREUNDER, CLAIMS REGARDING VIOLATION OF EMC'S INTELLECTUAL PROPERTY RIGHTS, OR CLAIMS ARISING UNDER SECTION 6 ABOVE, EACH PARTY'S TOTAL LIABILITY AND THE OTHER PARTY'S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF ANY TYPE WHATSOEVER, ARISING OUT OF PRODUCT OR SERVICE PROVIDED UNDER THIS AGREEMENT, SHALL BE LIMITED TO PROVEN DIRECT DAMAGES CAUSED BY THE RESPONSIBLE PARTY'S SOLE NEGLIGENCE IN AN AMOUNT NOT TO EXCEED (i) US$1,000,000, FOR DAMAGE TO REAL OR TANGIBLE PERSONAL PROPERTY; AND (ii) THE PRICE PAID (OR WITH REGARD TO FEES DUE, PAYABLE) BY CUSTOMER TO EMC FOR THE SPECIFIC SERVICE (CALCULATED ON AN ANNUAL BASIS, WHEN APPLICABLE) OR PRODUCT FROM WHICH SUCH CLAIM ARISES, FOR DAMAGE OF ANY TYPE NOT IDENTIFIED IN (i) ABOVE OR OTHERWISE EXCLUDED HEREUNDER. B. No Indirect Damages. EXCEPT WITH RESPECT TO CLAIMS REGARDING VIOLATION OF EMC'S INTELI FETUAL PROPERTY RIGHTS OR CLAIMS ARISING UNDER SECTION 6 ABOVE, NEITHER CUSTOMER NOR EMC SHALL HAVE LIABILITY TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL,

EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, REVENUES, DATA AND/OR USE), EVEN IF ADVISED OF THE POSSIBILITY THEREOF. C. Exclusions from Limitations of Liability. CLAIMS COVERED BY SECTION 11 ("CONFIDENTIALITY") OF THIS AGREEMENT SHALL NOT BE SUBJECT TO THE LIMITATIONS SET FORTH IN SECTION 7.A. OR 7.B OF THIS AGREEMENT; PROVIDED THAT A PARTY'S TOTAL LIABILITY FOR A VIOLATION OF SECTION 11 ("CONFIDENTIALITY") SHALL NOT EXCEED $5,000,000.00. C. Regular Back-ups. As part of its obligation to mitigate damages, Customer shall take reasonable data back-up measures. In particular, upon EMC's notice, Customer shall provide for a back-up process and back-up the relevant data before EMC performs any remedial, upgrade or other works on Customer's production systems. To the extent EMC's liability for loss of data is not anyway excluded under this Master Agreement, EMC shall in case of data losses only be liable for the typical effort to recover the data which would have accrued if Customer had appropriately backed up its data. D. Limitation Period. Unless otherwise required by applicable law, the limitation period for claims for damages shall be twenty-four (24) months after the cause of action accrues, unless statutory law provides for a shorter limitation period. E. Suppliers. The foregoing limitations shall also apply in favor of EMC's suppliers.

8. EMC SELECT OR BROKERAGE PRODUCTS. Periodically, EMC may offer to supply or license certain products that are made by a third party manufacturer/supplier and not EMC. Some of such products are specifically identified as "EMC Select Products" and listed at http://w w w.emc.cornipartnersall iancesirirograrnsiselect.jsp. Other such third party manufacturer/supplier products may be provided by EMC on a case-by-case basis in response to a Customer request ("Brokerage Products"), and will be identified on the EMC quote using "Brokerage" or a similar descriptor. Notwithstanding any other provisions of this Master Agreement, EMC Select Products and Brokerage Products are subject to the standard license, warranty, indemnity and support terms of the third party manufacturer/supplier (or an applicable agreement between Customer and such manufacturer/supplier), to which Customer shall adhere. Even if support fees are invoiced through EMC, EMC Select Products and Brokerage Products are not supported by EMC and Customer must contact such third party directly for support services. Any warranty or indemnity claims against EMC in relation to EMC Select Products or Brokerage Products are expressly excluded. In no event shall EMC be liable to Customer for any damages that in any way arise out of or relate to any EMC Select Products ort Brokerage Products. EMC Select Products and Brokerage Products are provided by EMC "AS IS."

9. EVALUATION AND LOAN TRANSACTIONS. A. This Master Agreement shall also apply to "Evaluation Products" (meaning Products made available by EMC directly

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to Customer for a limited period of time at no charge to enable Customer to evaluate such Products prior to making a final decision on licensing or purchasing such from EMC), and "Loaned Products" (meaning Products made available by EMC directly to Customer for a limited period of time at no charge), subject to the following: B. The Products, period of use, Installation Site and other transaction-specific conditions shall be mutually agreed between EMC and Customer (e. g. in the form of an evaluation or loan schedule), and this signed schedule shall be subject to the terms of this Master Agreement. C. No title shall pass to Customer, but shall remain with EMC. All licenses to use Evaluation Products or Loaned Products expire at the end of the evaluation or loan period. D. Customer shall return Evaluation and Loaned Products upon expiry of the agreed period or when terminated by EMC for convenience by giving thirty (30) days' written notice, whichever occurs first. Customer shall bear the risk of loss and damage and cost of erasure of data from Evaluation or Loaned Products and de-installation of data storage devices placed into existing Products, and provide for reasonable insurance coverage for the Products until EMC has regained possession of the Evaluation or Loaned Product. E. Customer may use Evaluation Products and Loaned Products free of charge, but, in the case of Evaluation Products, solely for the purpose of evaluating the Products and not in a production environment, unless otherwise agreed to by the parties. F. Without prejudice to any further limitations on PAC's liability (which shall also apply to Evaluation and Loaned Products), unless otherwise agreed to by the parties in the applicable schedule, Evaluation and Loaned Products are provided "AS IS" and any warranty or damage claims against EMC in connection with Evaluation or Loaned Products are hereby excluded, except in the event of fraud or willful misconduct of EMC.

10. LEASING TRANSACTIONS. A. General. From time to time, Customer may obtain "Leased Products" (meaning Products made available by EMC directly to Customer pursuant to a separate lease or financing agreement consisting of a "Master Lease Agreement" and related product specific lease supplements or pursuant to an Installment Payment Agreement). However, the terms of this Master Agreement shall govern Customer's use of the Leased Products and any Services identified in the applicable lease supplement subject to the exceptions set forth immediately below. B. Leasing and/or Financing Specific Exceptions. For Leased Products: (i) no title shall pass to Customer, but shall remain with EMC; (ii) in lieu of a refund, if any, due from EMC to Customer pursuant to a claim under warranty or of indemnification for patent or copyright infringement, EMC shall assume all of Customer's remaining lease or payment obligations for the affected Leased Products. Notwithstanding the payment and termination terms of this Master Agreement or any applicable SOW, if Support Services fees and/or Professional Services fees are financed with EMC under a Master Lease Agreement (or Installment Payment Agreement), payment of such fees shall be made in accordance with the Mak Tin, 20090311

terms of the Master Lease Agreement (or Installment Payment Agreement) and applicable lease supplement and shall continue unabated in accordance with the terms and conditions thereof.

11. CONFIDENTIALITY AND PERSONAL DATA. A. "Confidential Information" means any information that is marked "confidential" or "proprietary" or any other similar term or in relation to which its confidentiality should by its nature or the circumstances or manner in which such information was communicated be inferred or, if disclosed orally, is identified as being confidential at the time of disclosure and, within two (2) weeks thereafter, is summarized, appropriately labeled and provided in tangible form. Confidential Information does not include information that is (i) rightfully in the receiving party's possession, as evidenced by pm-existing written records, without prior obligation of confidentiality from the disclosing party; (ii) a matter of public knowledge; (iii) rightfully furnished to the receiving party by a third party without confidentiality restriction; or (iv) independently developed by the receiving party without reference to the disclosing party's Confidential Information. Each party shall (i) use Confidential Information of the other party only for the purposes of exercising rights or performing obligations in connection with this Master Agreement or any purchase order hereunder or in the case of Customer, for its business purposes; and (ii) protect from disclosure to any third parties any Confidential Information disclosed by the other party for a period commencing upon the date of disclosure until three (3) years thereafter, except with respect to Customer data to which EMC may have access in connection with the provision of Services, which shall remain Confidential Information until one of the exceptions stated in the above definition of Confidential Information applies. Notwithstanding the foregoing, either party may disclose Confidential Information (a) to an Affiliate for the purpose of fulfilling its obligations or exercising its rights hereunder as long as such Affiliate complies with the foregoing; and (b) if required by law provided the receiving party has given the disclosing party prompt notice. Notwithstanding the above, Customer may disclose EMC's Confidential Information to its contractors or outsourcers solely in connection with Customer or its Affiliates' use of the Products or Services for its business operations; provided that (i) such contractor or outsourcer is bound by confidentiality obligations similar to those in this Section 11(A); (ii) Customer may not disclose any EMC Confidential Information related to EMC's pricing information or business operations, B. The parties acknowledge and agree that the services provided hereunder do not require the use of Protected Data (as defined herein) by EMC or the disclosure of any Protected Health Information. Notwithstanding anything to the contrary in this Agreement, the terms set forth in this paragraph will apply to EMC only to the extent EMC collects or has access to Customer's Personal Data in the course of providing the Services to Customer. EMC agrees that it will treat confidentially any Personal Data it receives from or on behalf of Customer under this Agreement and that all Personal Data shall be considered Customer's Confidential Information.

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EMC shall ensure that (a) Personal Data received and collected by EMC or its Personnel hereunder is collected, recorded, organized, disclosed, transferred, stored, deleted, processed (both electronically and manually) or otherwise used (collectively "Process, Processed or Processing") only in accordance with this Agreement, or as otherwise instructed from time to time by Customer; and (b) commercially reasonable appropriate and legally required technical, physical and organizational security measures are taken to protect the security, integrity, confidentiality, and availability of Personal Data against accidental or unlawful destruction, loss, damage, alteration or unauthorized access and against all unauthorized or unlawful forms of Processing. Notwithstanding anything to the contrary herein, in no event shall EMC be held liable or responsible for any inaccuracies or omissions contained in any Personal Data or any other information at the time such data is received or accessed by or on behalf of EMC. EMC shall provide Customer with information as may be reasonably requested by Customer from time to time for the purpose of reviewing EMC's compliance with its data security obligations and ability to comply with this Agreement, provided that disclosure of any such information would not violate ElvIC's reasonable privacy or data security policies. EMC shall promptly comply with the provisions of this Agreement and the reasonable instructions of Customer to return, store or destroy the Personal Data in its possession, whether upon termination of this Agreement or otherwise in accordance with applicable law or regulation. For purposes of this Agreement, "Personal Data" shall mean information provided to EMC by Customer, or is accessed or created by EMC on behalf of Customer, in connection with the Services relating to any identified or identifiable natural persons, whether Customer patients, Customer customers, former Customer customers, employees, business contacts, vendors or others, by reference to any name, address, telephone or fax numbers, e-mail address, or birth date, social security number, account numbers, credit card numbers, individually identifiable health information, identification numbers, medical record or serial numbers. Notwithstanding the foregoing, Personal Data does not include (i) anonymous or other data that cannot reasonably be used to identify an individual; or (ii) any data obtained either (a) from sources other than Customer, its employees or contractors, or others working on Customer's behalf; or (b) from Customer or any other individual or entity outside the scope of the Services EMC is providing under the Agreement.

EMC will promptly notify Customer of any accidental, unlawful or unauthorized Processing of Personal Data and of any instances of which EMC becomes aware in which the confidentiality of the Personal Data has been breached, and will mitigate, to the extent practicable, any harmful effect of such breach. EMCwill disclose Personal Data only to its personnel who have the need to know such Personal Data in connection with the performance of this Agreement, and will ensure that such individuals agree to comply with Privacy Laws and with the data protection obligations set forth under this Agreement. EMC agrees that if it engages a subcontractor (which it will do only with written notice to Customer) in

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connection with the performance of this Agreement, it will ensure that such subcontractors signs an agreement containing provisions substantially similar to this section, including any attachments, prior to receiving access to any Personal Data.

Each party shall be responsible for ensuring that the performance of its respective obligations under this Agreement complies with all applicable local, state, federal, and international privacy, confidentiality, consumer protection, advertising, electronic mail, data security, data destruction, and other similar laws, rules, and regulations, whether in effect now or in the future (collectively, the "Privacy Laws").

To the extent EMC collects Customer's Personal Health Information, as defined in Attachment 3, in the course of providing the Services to any Affiliates of Customer which is a Covered Entity or Business Associate as defined under HIPAA, the Additional HIPAA Provisions in the form attached hereto as Attachment 3, shall automatically apply to and govern such Services, to the extent applicable.

12. IT SECURITY/ACCESS TO CUSTOMER SYSTEMS. (a) EMC shall not access, and shall not permit its

personnel or entities within its control to access, Customer's systems or Confidential Information without Customer's express written authorization. Such written authorization may subsequently be revoked by Customer at any time in its sole discretion. Further, any access shall be consistent with, and in no case exceed the scope of, any such authorization given by Customer. All Customer authorized connectivity or attempted connectivity to Customer's systems shall be only through Customer's security gateways and/or firewalls, and in conformity with applicable Customer security and access policies provided in writing to EMC prior to enforcement. Solely for the purpose of providing the Support Services set forth in Attachment I to this Agreement, Customer grants EMC the right to remotely access the Software on Customer's systems or the Equipment as reasonably necessary to' provide such Support Services.

(b) EMC shall be solely responsible for all systems EMC uses to access Customer's systems or that EMC uses to collect Confidential Information. EMC shall ensure that its systems include up-to-date software to prevent viruses from reaching Customer systems. Further, EMC shall ensure personnel do not use any virtual private network or other device ("VPN") to simultaneously connect machines on any Customer's system to any machines on any EMC or third party systems, without (i) using a remote access method approved in writing and in advance by Customer; (ii) providing Customer with the full name of each individual who uses any such VPN and the phone number at which the individual may be reached while using the VPN, and (iii) ensuring that any computer used by personnel to remotely access any Customer system will not simultaneously access the Internet or any other third party network while logged on to Customer's systems.

(c) To the extent applicable to the Services provided for under this Agreement EMC shall: (i) provide secure and confidential

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storage of Customer's Confidential Information and all information transmitted to and from EMC's systems.

(d) To the extent applicable to the Services provided for under this Agreement, EMC will maintain and enforce commercially reasonable physical procedures with respect to its possession and maintenance of Customer's Confidential Information that are (i) at least equal to the generally accepted industry standards, and (ii) which provide reasonably appropriate technical and organizational safeguards against accidental or unlawful destruction, loss, alteration or unauthorized disclosure or access of Confidential Information.

(e) EMC shall monitor its system and its procedures for security breaches, violations and suspicious (questionable) activity. This includes suspicious external activity (including, without limitation, unauthorized probes, scans or break-in attempts) and suspicious internal activity (including, without limitation, unauthorized system administrator access, unauthorized changes to its system or network, system or network misuse or theft or mishandling). Without limiting the generality of the foregoing, EMC will take all commercially reasonable measures to secure and defend its locations and equipment against "hackers" and others who may seek, without authorization, to modify or access EMC systems or the information found therein. EMC will periodically test its systems for potential areas where security could be breached. EMC shall notify Customer in writing promptly upon learning of any security breaches that may compromise the security of any Confidential Information of Customer's, including without limitation unauthorized access and service attacks, e.g., denial of service attacks. EMC will use diligent efforts to remedy such breach of security or unauthorized access in a timely manner and deliver to Customer a root cause assessment and future incident mitigation plan with regard to any breach of security or unauthorized access affecting Customer's Confidential Information.

(f) To the extent applicable to the services provided for under this Agreement, EMC shall establish and enforce controls that ensure no Customer Confidential Information is removed, either physically or electronically, from EMC's systems without Customer's prior written authorization.

(g) EMC will utilize a secure "trusted server" resource which supports 256-bit or stronger encryption, using two-factor authentication, secure sockets layer (SSL) communications and public key infrastructure (PKI) encryption.

(h) EMC's responses to Customer's Information Protection Questionnaire for Vendors attached hereto as Attachment 4 are complete and accurate and EMC understands that Customer is relying on the information in Attachment 4 when entering into this Master Agreement and the SOWs. EMC's responses to such questionnaire are EMC "Confidential Information" as such term is defined in the Agreement. During the term of this Agreement, EMC will use commercially reasonable efforts to follow the standards established by ISO/IEC 27002: Information Technology Code of Practice for Information MOA Rev 2 311

Security Management Requirements ("ISO/MC 27002") or comparable industry standards in connection with the portion of the Services that includes the processing of Personal Data, including clearly defined security responsibilities, processes for risk management, authorization and administration, security design and configuration management, and audit. No more than once per annum, during the term of this Master Agreement and for any period after termination or expiration of this Master Agreement that EMC possesses any Customer Confidential Information in electronic form, EMC's Chief Information Officer will certify in writing to Customer that: (i) no material changes have occurred which would make any of the responses in Attachment 4 to be materially inaccurate or misleading, and (ii) a thorough information and electronic data security system assessment has been completed by EMC during the prior twelve months as may be necessary, and that commercially reasonable steps are being taken to address any areas of concern identified in the assessment. EMC shall provide Customer with information as may be reasonably requested by Customer from time to time regarding EMC's compliance with its data security obligations under this Master Agreement, provided that disclosure of any such information would not violate EMC's reasonable privacy or data security policies.

13. EXPORT CONTROL. The Products, Services and the technology included therein provided under this Master Agreement are subject to governmental restrictions on (i) exports from the U.S.; (ii) exports from other countries in which such Products and technology included therein may be produced or located; (iii) disclosures of technology to foreign persons; (iv) exports from abroad of derivative products thereof; and (v) the importation and/or use of such Products and technology included therein outside of the United States or other countries (collectively, "Export Laws). Customer shall comply with all Export Laws. Diversion contrary to U.S. law or other Export Laws is expressly prohibited. 14. TERM AND TERMINATION. This Master Agreement takes effect on the Effective Date and continues until (i) terminated for cause; or (ii) terminated by either party for convenience by giving ninety (90) days' prior written notice provided that EMC shall be not able to terminate for convenience until four (4) years after the Effective Date. Any provision that by its nature or context is intended to survive any termination or expiration, including but not limited to provisions relating to payment of outstanding fees, confidentiality and liability, and licensing terms (in this Master Agreement, subject to paragraph 4F, and the applicable Schedule or Amendment) shall so survive. In the event Customer terminates this Agreement for cause or EMC terminates this Agreement for its convenience and Customer elects to terminate its use of the Products or the Support Services, then: (i) within fifteen (15) days of such termination EMC shall provide a credit (or if there are no payments in arrears, a refund) for the amount pre-paid by Customer for any Support Services impacted by such termination upon Customer's cessation of its use of Support Services (in accordance with the terms set forth in Attachment 1); and (ii) in the event Customer has financed the purchase of Products or Support Services through an Installment Payment Agreement,

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affect coverages, limits or any other aspect of insurance required under this section.

EMC shall assume Customer's remaining payment obligations for the the Support Services affected by such termination.

At the expiration or termination of the Agreement other than in connection with a breach by Customer, or earlier upon Customer's reasonable request, EMC will cooperate with Customer to return or destroy any Customer Confidential Information, Personal Data, Customer data and other related documents EMC has in its possession.

15, INSURANCE. EMC shall be covered by suitable insurance obtained and paid for by EMC, including the insurance required under this section. Prior to the provision of any Products or Services, EMC shall obtain, and thereafter maintain during the term of this Master Agreement, all insurance required under this section, and any such additional insurance EMC deems necessary to insure against claims that may arise in connection with the performance of this Master Agreement. Upon Customer's reasonable request, EMC will promptly furnish Customer with certificates of insurance which comply with the requirements of this section. EMC will obtain and maintain during the term of this Master Agreement, the following minimum insurance coverages and limits:

(a) Commercial General Liability (including contractual and products completed operations liability) ---- $1,000,000 per occurrence with an excess liability coverage of $2,000,000;

(b) Business Automobile Liability (including owned, hired and non-owned autos) --- $1,000,000 per occurrence;

(c) Workers' Compensation (including employer's liability coverage) --- limits not less than required by applicable statute;

(d) Technology/Professional Liability/Errors and

Omissions--- $1,000,000 per occurrence. Such insurance must also cover losses related to data security breaches, losses and violations of applicable data/privacy laws;

(e) Employer Employment Practices Liability Insurance-- - $1,000,000 per occurrence.

Except for Workers' Compensation, Employer Employment Practices Liability and Errors and Omissions, EMC will name "Medtronic, Inc., its Affiliates" as "Additional Insured", with primary, non-contributory coverage, under EMC's insurance policies, before providing any Services, but only to the extent of EMC's contributory negligence. The policies for the Commercial General Liability and Business Automobile Liability insurance shall contain a waiver of subrogation in favor of Customer and its Affiliates. EMC shall use good faith efforts to provide a thirty (30) day prior written notice of cancellation or material change in policy to Customer. EMC will use good faith efforts to notify Customer no less than thirty (30) days prior to any change in coverages which would

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EMC's maintenance of insurance as required under this section shall in no way be interpreted or construed as relieving or limiting EMC of any responsibility or liability whatsoever under this Master Agreement or for any acts or omissions of EMC, its personnel (including its subcontractors) or its Affiliates.

16. MISCELLANEOUS. A. References. EMC shall not use or display Customer's or its' Affiliates' names, logos or symbols, or other registrations, trademarks or service marks without the prior written permission of Customer,. EMC shall not distribute any news releases, articles, brochures, speeches or advertisements, postings or otherwise display references to Customer or the Services: (i) on any Wogs, or through Twitter, Facebook or other social media sites (whether internal or external); (ii) on websites; or (iii) in presentations to other clients or prospective clients without Customer's prior written consent. Customer may use EMC's name as someone who provides products or services to Customer, provided EMC has consented to same in writing B. Notices. Any notices hereunder shall be in writing. C. Entire Agreement. This Master Agreement (i) comprise the complete statement of the agreement of the parties with regard to the subject matter thereof; and (ii) may be modified only in writing. All terms of any purchase order or similar document provided by Customer, including but not limited to any pre-printed terms thereon and any terms that are inconsistent or conflict with this Master Agreement and/or EMC quote, shall be null and void and of no legal force or effect, even if EMC does not expressly reject to such terms when accepting a purchase order or similar document provided by Customer. D. Force Majeure. Except for payment of fees, neither party shall be liable under this Master Agreement because of a failure or delay in performing its obligations due to any Force Majeure Event, except that EMC is required to carry out commercially reasonable efforts to follow its business continuity and crisis management plans. As used herein, the term "Force Majeure Event" means acts of God, perils of the air, public enemies, criminal acts of any person(s) or entities, acts of terrorism, authority of law, local disputes, civil commotion, hazards incident to a state of war, local or national weather conditions, national or local disruptions in air or ground transportation networks, strikes or anticipated strikes, natural disasters (earthquakes, floods and hurricanes are examples of natural disasters), conditions that present a danger to a party's personnel, and disruption or failure of communication and information systems, or any similar event or occurrence beyond the reasonable control of the claiming party rising to the same magnitude and severity as the events specifically named. For the purpose of this section, any event or occurrence which is within the reasonable control of the party or which can be lessened, mitigated, or partly performed by that party will not be considered as an excuse for

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performance of obligations pursuant to this Master Agreement. Upon the occurrence of a Force Majeure Event, the party seeking to rely on this provision shall promptly give written notice to the other party of the nature and consequence of the cause. Each party shall use commercially reasonable efforts to minimize the effects of a Force Majeure Event, mitigate the effect of any delay occasioned by any Force Majeure Event, and ensure resumption of normal performance of this Master Agreement as soon as reasonably practicable and shall perform their obligations to the maximum extent practicable, provided that no undue hardship shall result on either party. If a Force Majeure Event occurs with respect to any of the services or obligations of the parties under this Master Agreement and such Force Majeure Event is reasonably estimated to last for a prolonged period of time so that a parties' obligations or services are materially disrupted, then either party may terminate any affected services for convenience upon written notice (having immediate effect) to the. other party.

E. Assignment. Customer shall not assign this Master Agreement or a purchase order or any right herein or delegate any performance without EMC's prior written consent, which consent shall not be unreasonably withheld; provided that Customer may assign its rights under this Master Agreement to any of its Affiliates so long as such Affiliate is not a direct competitor of EMC and has similar economic strength as Customer. EMC may use EMC Affiliates or other sufficiently qualified subcontractors to provide Services to Customer, provided that EMC shall remain responsible to Customer for the performance thereof,

F. Acquisitions a. Acquisition Services. With respect to a potential

acquisition by Customer or a Customer Affiliate of any business assets or operations of a third party, or of all or any portion of Customer or its Affiliate's business assets or operations by any third party, on Customer's reasonable request, EMC shall endeavor to provide acquisition support, including technology assessments of any Products to be acquired, potential integration approaches, and the impact of the acquisition on the aspects of this Master Agreement (subject to a mutually agreeable Statement of Work for such consultative services). Such support shall be provided within the timefrarne reasonably requested by Customer or as required by the timing of the transaction. EMC will enter into nondisclosure agreements as necessary.

b. Products. In the event, Customer or a Customer Affiliate acquires another entity and (i) use of the Products is expanded by Customer or a Customer Affiliate (up to the contracted licensed capacity for such software and/or capacity for such hardware) to include the acquired or acquiring entity or any of such entity's affiliated entities business operations; (ii) such expansion results in a material increase in Customer or its Affiliate's use of the Products then additional license fees may apply for such additional Products if not previously purchased by the acquired entity; provided such acquired entity is not a direct competitor or has the economic strength of Customer or Customer Affiliate. For point of clarification,

MOA iltv 26090311

such additional fees shall only be based on the metrics for the acquired or acquiring entity's increased use.

Notwithstanding the foregoing paragraph, it is agreed that in transactions involving the acquisition of business entities by Customer or a Customer Affiliate that do not have a material impact on Customer or its Affiliate's use of the Products shall be considered de minimis for the purpose of this paragraph and shall not be considered as an acquisition and no additional fees shall apply for the acquired or acquiring entity's use of the Products.

G. Divestitures

a. Transition Services. Should Customer sell or otherwise transfer the assets of a division, unit or line of business (all jointly hereafter referred to as "Business Unit"), and as part of such transfer, Customer agrees to provide transition services (for a period not to exceed 6 months unless otherwise agreed to by the parties) in connection with the transfer of such Business Unit, including providing such Business Unit with continued use of and access to certain Products, EMC reserves the right to disallow a Business Unit to continue to obtain benefits under this Agreement to safeguard against an entity receiving rights that EMC would not have chosen to provide directly either because it is a competitor or because it does not have the economic strength of Customer.

b. Transfer of Products. Upon advance written notice to EMC, Customer may transfer the entirety of Customer's rights and obligations to any Products procured by or licensed to Customer under this Master Agreement to an entity (the "Transferee") that is acquiring all or substantially all of Customer's assets or the assets of a Business Unit and assuming all liabilities related to such assets (the "Transfer"); provided that (a) the Transferee must first agree in writing with EMC that it (i) assumes all obligations and liabilities with respect to this Master Agreement, for the transferred Products and (ii) agrees to be bound by the terms and conditions of this Master Agreement for the use of such transferred Products, and (b) the Transfer does not result in any material change in EMC's rights and obligations under this Master Agreement. Following the Transfer, Customer shall immediately discontinue use of the transferred Products. There may be additional fees or charges associated with the Transfer.

H. Governing Law. This Master Agreement is governed by the laws of the State of New York. The U.N. Convention on Contracts for the International Sale of Goods does not apply. I. Waiver. No waiver shall be deemed a waiver of any prior or subsequent default hereunder. J. Partial Invalidity. If any part of this Master Agreement, a purchase order or an EMC quote is held unenforceable, the validity of the remaining provisions shall not be affected. K. Counterparts/Facsimiles. This Master Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be deemed an original, and such counterparts together shall constitute one and the same

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instrument. Each party shall receive a duplicate original of the counterpart copy or copies executed by it. For purposes hereof, a facsimile copy, other copy or reproduction of a counterpart original of this Master Agreement, including the signature pages hereto, shall be as fully effective and binding as the original signed counterpart of the Master Agreement. Notwithstanding the foregoing, the parties shall each deliver original execution copies of this Master Agreement to one another as soon as practicable following execution.

L. Compliance.

a.No Influence. The parties certify that this Agreement shall be performed and the Services shall be provided in accordance with all applicable federal, state and local laws, including the federal anti-kickback statute, set forth at 42 U.S.C. 1320a-7b(b). Nothing contained in this Agreement, to the best of EMC's knowledge at the time of this Agreement, shall be construed in any manner as an obligation or inducement for EMC to purchase, order, prescribe, or recommend any Customer products. EMC further agrees that its personnel will not, under any circumstances, and at all relevant times, make, or cause or authorize any third party acting on personnel's behalf or on behalf of EMC to make, directly or indirectly, any bribes or prohibited offers, promises, payments of money, or anything of value, to any government official (including but not limited to foreign government officials, government employees, any political party or political party official, any candidate for political office, or any person otherwise acting in an official capacity) pursuant to all applicable laws (including but not limited to any anti-bribery, anti-unfair competition and anti-corruption laws), or any other third party, for the purpose of influencing such party's acts or decisions or in order to obtain or retain business or secure an unfair business advantage for either EMC or its personnel in performing the duties and obligations pursuant to this Agreement.

b. Background Checks. As of the Effective Date of this Master Agreement, EMC conducts background checks on all its new US hired personnel, as part of its hiring process ("EMC Background Check"). EMC agrees to ask any of its US-based employees, contractors or subcontracted personnel who provides Services at or from a Customer location or have access to Customer systems and not previously subjected to an EMC Background Check if they will voluntarily agree to submit to such EMC Background Check provided however, that if such personnel declines to submit to such EMC Background Check, then such personnel will not be assigned to perform Services under this Master Agreement. Notwithstanding the foregoing, if there has not been sufficient time within which to complete the requisite EMC Background Check on any personnel who will be assigned to Customer, at Customer's sole discretion, Customer may accept that individual to meet its immediate needs, provided that an EMC Background Check is commenced as soon as possible. EMC shall not be held liable for any delays that result from the need to replace any personnel who decline to submit to such EMC Background Check. Background checks on personnel shall, include the following: a felony and misdemeanor background

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check for the past seven (7) years (subject to applicable state laws) in last 3 counties of residence, a Social Security number confirmation and a verification of education and previous work experience. EMC will not allow any of its personnel to provide Services if such individual personnel: (i) has had a felony conviction, or (ii) has had a misdemeanor conviction. In addition, EMC will not allow any other personnel to provide Services to the extent the other confirmation and verification procedures of the background check reveal any information which conflicts with that supplied by such personnel or which is reasonably suspect.

c. Druz Screening. As of the Effective Date of this Master Agreement, EMC conducts drug screening on all its US-based personnel as part of tis hiring process. EMC agrees to ask any of its US-based personnel who provides Services at or from a Customer location or have access to Customer systems and not previously subject to drug screening if they will voluntarily agree to submit to such drug screening provided however, that if such personnel declines to submit to such drug screening, then such personnel will not be assigned to perform Services under this Master Agreement. Drug screening to be performed on personnel shall consist of screening Test for the following substances: (i) amphetamines; (ii) cocaine; (iii) opiates; (iv) phencyclidine; and (v) Cannabinoid. EMC will not allow personnel who test positive for any of the controlled substances listed above (unless they have been lawfully prescribed) to provide Services for Customer.

d. Costs. EMC will be responsible for any costs incurred in conducting the background checks and drug screening as set forth herein, for its employees and contractors providing services to Customer herein. As may be required by Customer based on a well-founded concern regarding EMC personnel, EMC shall certify in writing to Customer that EMC has performed the individual background checks and drug tests as required under this Agreement for such onsite personnel.

e. Business Conduct Guidelines. EMC agrees that while providing Products or Services to Medtronic, it will comply with EMC's Business Conduct Guidelines as provided to Customer.

f. Supplier Diversity. Customer has a long standing commitment to supplier diversity. Customer recognizes the benefits of inclusion and strives to ensure that diverse suppliers, including minority, women and veteran-owned businesses, are provided the maximum practical opportunity to participate in the performance of contracts. Customer's commitment extends to suppliers with whom it does business. Accordingly, Customer encourages its suppliers to award subcontracts and/or utilize minority, women and veteran-owned businesses where such usage is consistent with the supplier's policies and does not compromise supplier's ability to provide Products or Services under this Agreement.

g. Oualitv. EMC and personnel shall endeavor to comply with applicable laws to EMC' industry standards, quality standards and quality assurance plans referenced in this

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Agreement or any SOWs executed under this Agreement EMC agrees to provide adequate management support, oversight and infrastructure in support of its quality practices and compliance with the quality requirements and will reasonably support Customer in its efforts to adhere to regulatory requirements. EMC agrees to practice ongoing business continuity planning to minimize disruptions to its ability to fulfill its obligations under this Agreement and shall maintain an established written disaster recovery plan.

M. Exhibits. The following Exhibits form part of this Master Agreement.

Attachment 1 Support Services Exhibit Attachment 2 Professional Services Exhibit Attachment 3Additional HIPAA Provisions Attachment 4 Customer's_Information Protection Questionnaire for Vendors

In the event of a conflict between an Exhibit and the main terms of this Master Agreement, the terms of the Exhibit shall prevail.

EMC Corporation

By (Sign):

Name (Print): Quanta LL Lyon

Title: awou

APPROVED By Susie Gil& at 12:37 pm, Jun 26, 2013

Customer Med ronic eztj

By (Sign):

Name (Print): GaryJ. Ellis

Title: Sr. Vp & CFO

"EMC")

\CL'A tAL

Managing Counsel

MOA

CONFIDENTIAL Page 12 of 27

Attachment 1 to Master Ordering Agreement

Support Services Exhibit This Support Services Exhibit ("Exhibit") sets forth the terms governing the provision of Support Services by EMC to Customer.

1. DEFINITIONS. A. All definitions set forth in the main body of the Master Agreement shall also apply to this Exhibit. B. "Alteration" means a material functional change (e.g., re-wiring) to the Equipment which modifies or alters the original state of the Equipment, such that the Equipment no longer substantially complies with the product's documentation. C. "Attachment" means the installation or addition of third party products by Customer to the Equipment such that the Equipment no longer substantially complies with the product's documentation D. "Configuration" means a physical change to the configuration of a Product (e.g. substitution of parts) that does not impact the functionality of the Product (meaning the Product still conforms to the product's documentation) a Configuration shall not constitute an Alteration or Attachment for purposes of this Agreement. E. "EMC Service Area" or "Location" means a location that is within (i) a one hundred (100) mile radius of an EMC service location; and (ii) the country in which the Installation Site is located. F. "Time and Materials Service" means any maintenance or support service that is provided by EMC but not part of fixed-fee Support Services or other generally available service related offering from EMC using a pre-established fee, but which will be separately charged to Customer on a time and materials basis and may be made available under a separate set of Time and Materials Services Terms and Conditions.

2. SUPPORT SERVICES. A. Scope of Support Services. The content of Support Services for each Product are set forth in the Product Notice, and unless otherwise indicated in the Product Notice, consist of (i) using commercially reasonable efforts to remedy failures of Products to perform substantially in accordance with EMC's applicable specifications; (ii) providing English-language (or, where available, local language) help line service (via telephone or other electronic media); and (iii) providing, or enabling Customer to download, Software Releases and Documentation updates made generally available by EMC at no additional charge to other purchasers of Support Service for the applicable Product. EMC reserves the right to change the scope of the Support Services on sixty (60) days' prior written notice to Customer. In the event Customer does not accept the change of scope, Customer may terminate the affected Support Services for its convenience without penalty prior to the effective date of the change in scope and EMC will pay a pro rata credit in accordance with Section 7(C)(2) below. B. Additional Support. EMC reserves the right to charge for Support Services performed outside the time frames of the applicable Support Option as a Time and Materials Service. Except to the extent that Support Services are independent of the Equipment's location, EMC will have no obligation to provide Support Services with respect to Equipment that is Ne0A Rev 20090311

outside the EMC Service Area. Support Services do not apply to any Software other than the current and the immediately prior Software Release. Support Services are subject to EMC' s then-current "End-of-Service-Life" policy for the respective Product. EMC shall have no obligation to provide Support Services for Software problems that cannot be reproduced at EMC's facility or via remote access to Customer's facility; provided that EMC has used commercially reasonable efforts to reproduce the Software problem. /Support Services do not include Equipment upgrades, if any, needed to utilize new features or functionality in a Software Release, C. Support Services Exclusions. Support Services do not cover any problem that would also have been excluded from coverage pursuant to Section 5E in the main body of the Master Agreement had the problem arisen during the warranty period of the affected Product. D. Re-Instatement of Support. If Customer wishes to re-instate support for Product that is not then currently under Support Services, then re-instatement shall be subject to certification at EMC's then current Time and Materials Service rates and conditions. Once so certified, Support Services shall commence upon payment to EMC of (i) the charge for the above described Time and Materials Service; (ii) the amount EMC would have normally charged had Support Services been in effect during the period of the lapse or discontinuation; and (iii) the charge for the next twelve (12) months of the newly commenced Support Services.

3. CUSTOMER RESPONSIBILITIES. A. Cooperation. Customer shall (i) promptly notify EMC when Products fail and reasonably cooperate with EMC to reproduce the failure; (ii) allow EMC remote and on-site (when determined necessary by EMC) access to the Products to provide Support Services; and (iii) furnish necessary facilities (which for on-site access means suitable work space, computers, power, light, phone, internet network availability, software and equipment reasonably required by EMC), information and assistance as reasonably required to provide the Support Services_ B. Support Contacts. Unless a specific number of authorized contacts are indicated on the Product Notice, Customer shall designate in writing a reasonable number of authorized contacts, as determined by Customer and EMC, who shall initially report problems and receive Support Services from EMC. Each Customer representative shall be familiar with Customer's requirements and shall have the expertise and capabilities necessary to permit EMC to fulfill its obligations. A change to the authorized support contacts by Customer shall be submitted to EMC in writing.

4. ADDITIONAL TERMS. A. Maintenance Aids and Spare Parts for Equipment. Customer authorizes EMC to store Maintenance Aids and spare parts at the Installation Site and agrees that such are for use only by EMC authorized personnel. Customer shall not

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make any use thereof or authorize any third party to do so. EMC is authorized, upon the conclusion of the Support Services or at any other time, upon reasonable notice to Customer and with Customer's prior approval, to enter the Installation Site, or to use remote means, to remove and/or disable Maintenance Aids and spare parts and Customer shall reasonably cooperate in this effort.

Customer Support Tools. EMC may choose to make various Customer Support Tools available to assist Customer in performing various maintenance or support related tasks. Customer shall use Customer Support Tools only in accordance with terms under which EMC makes such available. C. Equipment Replacements and Data Security Options. All replaced Equipment (or portions thereof) shall become the property of EMC upon Customer's receipt of the corresponding replacement, and shall be returned promptly upon EMC's request. If such replaced Equipment is not so returned, Customer shall pay EMC's then current spare parts price therefore. Customer is responsible for removing all information from any replaced parts, or any other items that Customer releases to EMC as a trade-in or for disposal, before such are released to EMC. EMC is not responsible for any information contained on such items notwithstanding anything to the contrary herein. In the event Customer pays EMC to remove information under EMC's Data Erasure Services, including but not limited to a NIST SP 800-88 wipe of information, from any replaced parts or any Made-in or disposal items, EMC is responsible for the removal of such information and shall protect the information in accordance with its confidentiality and security obligations set forth in this Agreement. Except as otherwise set forth herein, EMC is not responsible for any information contained on such items. In order to assist in securing any data, EMC may propose to Customer, a separate disk retention or data erasure offering D. Proactive Product Changes. EMC may, at its expense, implement changes to the Products upon reasonable notice to Customer (1) when such changes do not adversely affect interchangeability or performance of the Products; (ii) when EMC reasonably believes such changes are required for purposes of safety or reliability; or (iii) when EMC is required by law to do so. Upon receiving advance notice from EMC, Customer shall give EMC reasonable access to the Products for such purpose. E. Software Releases. Upon use of a Software Release, Customer shall remove and make no further use of all prior Software Releases unless otherwise agreed to by the parties, and protect such prior Software Releases from disclosure or use by any third party.(excluding Customer's Affiliates, or contractors (including, without limitation, its outsourcers). Customer is authorized to retain a copy of each Software Release properly obtained by Customer for Customer's archive purposes and use such as a temporary back-up if the current Software Release becomes inoperable. Customer shall use and deploy Software Releases strictly in accordance with terms of the original license for the Software. F. Change of Equipment Location or Configuration.

Customer may change the installation Location or Configuration of a Product that is under Support Services by

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EMC only after written notice to EMC. If the new Location is in a different country, then such move is subject to EMC's prior written approval. Customer shall promptly notify EMC of any changes to the Configuration, or movement of the Equipment by anyone other than EMC. EMC reserves the right to inspect and evaluate the changes in Configuration or Location of the affected Equipment at EMC's then current Time and Materials Service terms, conditions and rates. Additional charges, if any, related to any changes in Configuration or Location of Equipment shall apply from the date the change took place. G. Movement of Software. If Customer is current in the payment of the applicable Support Services fee, Customer may, to the extent technologically compatible, discontinue all use of the Software on the hardware or network environment for which it was originally licensed and begin the corresponding use thereof on a different Customer owned or controlled hardware or network environment provided that Customer (i) provides EMC with advance, written notice of such move; and (ii) pays the applicable transfer and/or upgrade fees assessed by EMC for such a move (if any). H. Remote Support Capability. As part of the Support Services, EMC makes various remote support capabilities available for certain Products in accordance with its then current policies and procedures. EMC's Support Services fees are based on the availability and use of such remote support capabilities. Customer has the option to activate or disable remote support capabilities, but it shall notify EMC thereof without undue delay. If Customer chooses to disable the remote support features, then, with regard to all Products affected by such disablement (i) EMC may assess Customer a surcharge in accordance with EMC's then current standard rates; and (ii) any agreed response times or other agreed service levels (if any) shall no longer apply. I. Alterations and Attachments to Equipment. EMC does not restrict Customer from making Alterations to, or installing other products in or with, the Equipment at Customer's expense; provided Customer is responsible for any inspection fees and/or additional charges resulting from such activities. If the Alterations or Attachments prevent or hinder EMC's performance of Support Services, Customer shall, upon EMC's request, take corrective action. Customer's failure to take appropriate corrective action shall be deemed a breach hereof. J. Transfer of Equipment to Secondary Purchasers, If Customer decides to sell, assign or otherwise transfer the use and/or ownership of Equipment to a Secondary Purchaser (meaning a bona fide end user that (i) is not considered, in EMC's reasonable discretion, to be a competitor of EMC; and/or (ii) has not had prior disputes with EMC), to the extent EMC resources reasonably permit, EMC shall make available to Customer, as a Time and Materials Service, de-installation services. In addition, and to the extent EMC resources reasonably permit, EMC shall make available to the Secondary Purchaser, (a) Equipment installation and re-certification services as a Time and Materials Service; and (b) Support Services for Equipment meeting the certification criteria. K. Software Support Services affected by Change in Equipment Status. For Software used on or operated in connection with Equipment that ceases to be covered by

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Support Services or the EMC Equipment warranty, EMC reserves the right to send Customer written notice that EMC has either chosen to discontinue or change the price for Support Services for such Software (with such price change effective as of the date the applicable Equipment ceases to be so covered). If EMC sends a discontinuation notice, or if Customer rejects or does not respond to the notice of a proposed price change within thirty (30) days after receipt, Customer will be deemed to have terminated the Software Support Services for its convenience and the terms of subsection 7 C 2 shall apply.

5. PRICING. The fee for Support Services for Products shall be as set forth on the applicable quote from EMC. Additions to the Products on the EMC quote may result in additional Support Services fees. Time and Materials Service will be charged and invoiced by EMC in accordance with terms governing each such Time and Materials Service engagement.

6. SUPPORT SERVICES WARRANTY. EMC shall perform the Support Services in a workmanlike manner in accordance with generally accepted industry standards. Customer shall notify EMC of any failure to so perform within ten (10) days after the date on which such failure first occurs. Customer's exclusive remedy and EMC's entire liability under the foregoing warranty shall be for EMC to, at its option, (i) use reasonable efforts to (a) re-perform the deficient services within a reasonable time, or (b) replace any replacement parts which become defective during a period in which the Product containing the replacement part is covered by warranty or Support Services, or sixty (60) days after installation thereof, whichever occurs later; and (ii) if, after reasonable efforts, EMC is not able correct such deficiencies, then Customer has the right to terminate for breach in accordance with section 7 D of this Support Services Exhibit.

EXCEPT AS EXPRESSLY STATED IN THIS SUPPORT EXHIBIT, EMC MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES, WRITTEN OR ORAL WITH RESPECT TO THE SUPPORT SERVICES. INSOFAR AS PERMITTED UNDER APPLICABLE LAW, ALL OTHER WARRANTIES IN RELATION TO SUPPORT SERVICES ARE SPECIFICALLY EXCLUDED, INCLUDING WARRANTIES ARISING BY STATUTE, COURSE OF DEALINGS OR USAGE OF TRADE. 7. TERM AND TERMINATION. A. Software Support Services Term. Software related Support Services that are ordered at the same time as the license for such Software shall commence on the date of shipment of the physical media or electronic availability of the Software and continue for the period specified on the EMC quote. Renewals of Software related Support Services shall commence and expire in accordance with the dates on the applicable EMC quote. B. Equipment Support Services Term. For some types of Equipment, as described in the Product Notice, Support Services are provided at no additional charge during the warranty period of the Equipment (unless Support Option upgrades are ordered by Customer). Renewals of Equipment

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related Support Services shall commence and expire in accordance with the dates on the applicable EMC quote. Support Services for hardware upgrades installed into Equipment are coterminous with the Support Services that are then in effect for the Equipment into which such upgrades are installed. C. Termination for Convenience. Except as otherwise stated in this Exhibit, either party may terminate the Support Services for a Product(s) for its convenience upon sixty (60) days' prior written notice.

I. By EMC. If EMC terminates for its convenience, Customer's sole and exclusive remedy and EMC's sole and exclusive obligation shall be to refund to Customer the portion of any pre-paid Support Services fee that corresponds to the period between the effective date of the termination for convenience and the end of the then current Support Services period.

2. By Customer. If Customer terminates for its convenience, Customer's sole and exclusive remedy and EMC's sole and exclusive obligation shall be to grant Customer a credit that corresponds to the period between the effective date of the termination for convenience and the end of the then current Support Services period. Such credit may only be used against future purchases of Products or Support Services from EMC and may be reduced to recapture unearned discounts (meaning discounts to Support Services fee that were based on a Customer obligation that can no longer be fulfilled due to the termination). D. Termination for Breach. Either party may terminate the Support Services for a specific Product for cause due to a failure of the other party to comply with the terms of this Support Exhibit with regard to such Product, provided that the terminating party has given thirty (30) days' written notice specifying the failure and the other party has not remedied such failure within such time. If EMC terminates the Support Services for any Product(s) affected by such a failure by Customer, such termination shall be without further liability for E