Agreement Text

EQUIPMENT LEASE AGREEMENT

(Public Standard Form - Exhibit C - Optional)

Version: 1.0
Effective Date: 01/01/2026

This Equipment Lease Agreement (“Lease”) is incorporated by reference into the Master Software as a Service Agreement (Public Standard Form) (“Master Agreement”) between Braincare USA Corp. (“Company”) and the healthcare organization identified in a quotation, order form, or purchase order referencing the Master Agreement (“Client”).

This Lease governs the temporary lease of certain hardware equipment required to access and use the Braincare system. Except as expressly stated herein, all terms of the Master Agreement remain in full force and effect. In the event of conflict, the Master Agreement controls.

1. Purpose and Scope

Company leases to Client certain non-invasive intracranial monitoring hardware solely for use with Company’s FDA-cleared Software as a Medical Device (“SaMD”) platform.

This Lease governs hardware custody and use only.
All software, analytics, data processing, PHI handling, and support services are governed exclusively by the Master Agreement, SLA, and BAA (if applicable).

2. Leased Equipment

Leased equipment may include:

• Braincare non-invasive intracranial pressure (ICP) Sensor Kits

• Associated accessories approved by Company

Specific quantities, serial numbers (if applicable), and replacement values are identified in the applicable quotation, order form, or shipment record.

No ownership interest is transferred to Client.

3. Lease Term

The lease term begins on the date the Equipment is delivered to Client and continues for the term specified in the applicable order document (“Lease Term”).

Termination or expiration of the Master Agreement automatically terminates this Lease.

4. Fees and Taxes

Lease fees, if any, are specified in the applicable order document and are:

• Non-cancellable

• Non-refundable once Equipment is delivered

Client is responsible for all applicable taxes, duties, or similar charges, excluding taxes based on Company’s income.

5. Title and Ownership

All Equipment remains the exclusive property of Company.

Client shall not:

• Sell, sublicense, pledge, or encumber the Equipment

• Remove labels or identification

• Open, modify, reverse engineer, or repair the Equipment

6. Use Restrictions

Client shall:

• Use the Equipment solely in accordance with FDA-cleared labeling and instructions for use

• Ensure use only by trained and authorized personnel

• Use the Equipment only with Company-approved software and accessories

Any off-label or non-compliant use is solely Client’s responsibility and risk.

7. Maintenance and Support

Company may, at its discretion, repair or replace Equipment that fails under normal use during the Lease Term.

Company has no obligation to replace Equipment damaged or lost due to:

• Misuse

• Negligence

• Unauthorized modification

• Operation outside approved instructions

Support obligations are governed exclusively by the SLA.

8. Loss, Damage, or Theft

Client bears responsibility for the Equipment while in its possession or control.

If Equipment is lost, stolen, or damaged beyond reasonable wear and tear, Client shall pay Company the replacement value specified in the applicable order document or shipment record.

9. Return of Equipment

Upon termination or expiration of the Lease Term, Client shall:

• Cease use of the Equipment, and

• Return the Equipment to Company in reasonable condition, normal wear and tear excepted, in accordance with Company’s return instructions.

Failure to return Equipment within thirty (30) days may result in invoicing of the replacement value.

10. Regulatory Responsibilities

Nothing in this Lease limits Company’s obligations as a medical-device manufacturer under applicable law, including FDA reporting, correction, or recall obligations.

Client shall reasonably cooperate with any legally required field actions.

11. Limitation of Liability

The limitation of liability provisions in the Master Agreement apply fully to this Lease.

To the maximum extent permitted by law:

• Company shall not be liable for indirect, incidental, special, or consequential damages
  
  

• Company’s total aggregate liability arising from the Equipment shall not exceed the fees paid by Client in the twelve (12) months preceding the event giving rise to the claim
  
  

12. Insurance

Company maintains insurance coverage appropriate for a medical-device manufacturer and SaaS provider, as described in the Master Agreement.

Client is responsible for maintaining appropriate property or casualty insurance for the Equipment while in its custody.

13. Governing Law

This Lease is governed by the laws of the State of Delaware, without regard to conflict-of-law principles, and is subject to the dispute-resolution provisions of the Master Agreement.

14. Public Standard Form; No Signature Required

This Exhibit C is published as a public standard form and is incorporated by reference into applicable order documents.
Execution of a quotation, order form, purchase order, or use of the Equipment constitutes acceptance of this Lease.