MANAGEMENT STRATEGIES

BAILMENT AGREEMENT Between City of Worcester Department of Public Health (WDPH) and MANAGEMENT STRATEGIES (MS)

1.

Pursuant to the joint development activities, certain MS-owned or MS-partner hardware and software ("Equipment") has been loaned or bailed to WDPH. All such Equipment is listed in Exhibit A to this Agreement. It is anticipated that additional Equipment may be loaned from time to time. Such Equipment shall be set forth on additional Equipment lists, signed by both parties and integrated into this Agreement as addendums to Exhibit A. MS shall: a. Prepare the Equipment and arrange for delivery from the MS Sudbury, MA facility to the WDPH Worcester, MA project facility or other project facilities as directed by WDPH. Prepare appropriate software, as required, for demonstration use.

b.

WDPH shall: a. Insure the Equipment against all risk of loss or damage for not less than the full replacement value as determined by MS. WDPH shall carry public liability and property damage insurance covering the Equipment. b. Be responsible for normal business office maintenance of the Equipment and pay for any damage no matter how caused while the Equipment is in WDPH's possession. WDPH and MS will arrange for an inspection of the Equipment by both parties immediately prior to shipment back to MS. WDPH assumes and shall bear the entire risk of loss and damage to the Equipment from any and every cause. c. Use the Equipment in a careful and proper manner and comply with all laws, ordinances, and regulations relating to the possession, use or maintenance of the Equipment. WDPH also agrees only to use the Equipment for the sole purpose of completing the activities set forth in the appropriate Statement of Use, signed by both parties and integrated into this Agreement as addendums to Exhibit B d. Return the Equipment upon completion of the Statement of Use or upon MS's request.

e. Supply to MS the serial numbers of all equipment listed in Attachment A upon receipt of such products. Such list will become Attachment C to this Agreement. f. Deal directly with the manufacturer of the Equipment for all maintenance and warranty related issues. WDPH will maintain records of all maintenance and warranty work performed on the Equipment, and provide such records to MS upon request. g. Provide reasonable security measures at lease to the degree WDPH provides for its own equipment: h. Arrange for the shipment of all Equipment to the WDPH Worcester, MA project facility and upon completion of the project arrange for shipment of all of the Equipment to the MS Sudbury, MA facility. WDPH will also cover all packing and shipping costs.

Bailment Agreement MS/WDPH

05/09/12

Ownership of Equipment. Equipment is, and shall at all times remain the sole and exclusive property of MS. WDPH shall have no right, title or interest in Equipment, except as expressly set forth in this Agreement. WDPH shall keep all Equipment free and clear of all claims, liens and legal processes of creditors of WDPH. No Warranties by MS. MS, not being the manufacturer of the bailed Equipment, nor manufacturer's agent, makes no warranty or representation, either express or implied, as to the fitness, design or condition of, or as to the quality or capacity of the material, equipment, or workmanship in the bailed Equipment, nor any warranty that the bailed Equipment will satisfy the requirements of any law, rule, specification or contract which provides for specific machinery or operators, or special methods, it being agreed that all such risks, as between MS and WDPH are to be borne by WDPH at its sole risk and expense. Right of Entry. Upon request, WDPH agrees to provide to MS the right of entry for purposes of auditing the Equipment and its use and/or repossessing the Equipment in the event of termination. Such right will be extended to both employees of MS and its agents and designees.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of May City of Worcester Department of Public Health

_ ,2004.

Management Strategies

By:_________________________

By:_________________________

Print:_Thomas W Connell II

Print:__John A. Martino II_______

Title: Metropolitan Medical Response System Coordinator.

Title: Partner____________________

Bailment Agreement MS/WDPH

05/09/12

EXHIBIT A Equipment List One Nextel data modem IP host address of 126 with wall charger One iPAQ wall charger One Dell workstation including monitor, keyboard, mouse and external HP R/W CD drive One Outerlink Satellite transceiver SN 0481B including, one send, one receive antennae, appropriate cabling - currently installed in UMASS ambulance.

The above listed items have been verified by: City of Worcester Department of Public Health Management Strategies

By:_________________________

By:_________________________

Print:_Thomas W Connell II

Print:__John A. Martino II_______

Title: Metropolitan Medical Response System Coordinator.

Title: Partner__________________

Bailment Agreement MS/WDPH

05/09/12