* Corporation General Partnership Limited Partnership LLC Sole Proprietorship Non Profit Other Accounts Payable: Name

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1 INVACARE CORPORATION New Customer Change of Ownership Customer Credit Application *Legal Name of Business Trade Name (DBA) *Billing Address: Shipping Address (if different): *Federal Tax ID # * # of Years in Business *Phone *Fax Website *State of Incorporation or registration: Duns Number: * Corporation General Partnership Limited Partnership LLC Sole Proprietorship Non Profit Other Accounts Payable: Name Phone: Fax: Business Owner: Name: Phone: Fax: Purchasing Agent: Name: Phone: Fax: I would like to receive product and service updates from Invacare: Yes No Fax (choose one) What best describes your business? DME % Pharmacy % Rehab % Respiratory % Retail % Service Only % Wholesaler % Other % *PRINCIPALS/OWNERS INFORMATION (1) Full Name Title Social Security # Date of Birth Home Address State of Residence (2) Full Name Title Social Security # Date of Birth Home Address State of Residence * Have Owners or Principals ever Filed Bankruptcy? NO YES (If yes, explain details) *ACCREDITATION Is your business accredited? Yes No If yes, date accredited and by which accrediting agency? Percentage of Medicare Purchases % BANK REFERENCE Bank Name Address: Percentage of Medicaid Purchases % Contact Name and Phone: Account # 1

2 INVACARE CORPORATION Customer Credit Application *LOANS Do you have any outstanding Loans? Yes No If yes, please itemize below Name of Lending Party Address Phone Contact Balance of Loan *AFFILIATIONS Is there an affiliated organization that has or had an account with Invacare and/or is you affiliated with another organization? NO YES If yes, please specify below: Invacare Account Number: Company Name Address City State Zip What is the nature of the relationship? Do they guarantee payment? Yes No *TAX RESALE CERTIFICATION HOME STATE Please enter the home state your company conducts business in Note: A valid resale certificate is required for all states in which you do business. A signed resale certificate must be submitted with the application for your home state, and any additional states in which you transact business in. For assistance you may contact CRM at x2238 PURCHASING/CREDIT REQUIREMENTS Total Estimated Annual Invacare Purchases $ Amount of Credit Requested $ If over $20,000 attach current balance sheet and income statement INDEMNITY AGREEMENT The dealer agrees to indemnify and hold harmless Invacare and its wholly owned subsidiaries and each of their successors and assigns from any and all claims, losses, damages, charges, expenses (including any and all reasonable expenses involving attorney s fees and product recall) which may be made against Invacare and its wholly owned subsidiaries and each of their successors and assigns or which Invacare and its wholly owned subsidiaries and each of their successors and assigns may incur arising out of any negligent actions of the dealer, including, but not limited to, the maintenance, repair, or alterations of any Invacare branded or sold product. Should the dealer sign and agree to this agreement, any and all guarantees, terms and conditions regarding indemnity contained on routine customer invoices shall be superseded and controlled by this document. CERTIFICATION OF TRUTHFULNESS & ACCURACY BY APPLICANT, AGREEMENT TO PAY & CONSENT TO CREDIT INQUIRIESI hereby certify that the foregoing figures and statements contained herein and attached hereto are true and correct and are furnished to Invacare for the purpose of inducing said corporation to extend credit to the undersigned. I authorize Invacare to make inquiries as necessary into the personal credit history of said owners including but not limited to credit bureaus or credit reporting agencies, to determine credit worthiness, and retain this data in its file for future reference. Applicant agrees (1) To pay all charges within payment terms (2) The balance owed will become due in full upon any default in payment or upon violation of the terms of any agreement with Invacare (3) To pay all collection costs including all reasonable attorney fees. I hereby authorize Invacare to contact our bank and trade references for normal credit information. The undersigned authorizes the suppliers, banking officers, attorneys, and accountants designated herein to disclose to Invacare and its wholly owned subsidiaries and each of their successors and assigns all information requested pertaining to the business entity and its officers or owners in the credit review and extension process. I hereby understand and agree that Invacare may do the following regarding the information contained herein, from inquiries into personal credit histories and company credit histories, and from orders/transactions ( personal information ): (1) share and maintain personal information electronically and/or in paper form between departments within Invacare; and (2) share and maintain personal information electronically and/or in paper form with third parties for reasons of auditing, financial reporting, security, risk/fraud control, orders/transactions, outsourced services, debt collection, resolution of disputes, and as otherwise permitted or required by law. * PRINCIPAL S SIGNATURE DATE * PRINTED NAME OF PERSON SIGNING TITLE Note: Credit application must be signed by a principal or owner listed on page # 1 of this application (*) Asterisked fields are required fields. Please note that additional fields may be required for processing. (Office Use Only) Revised 11/19/09 INVACARE AUTHORIZATIONS TBM Signature Terr. # Date 2

3 BUSINESS ASSOCIATE AGREEMENT THIS BUSINESS ASSOCIATE AGREEMENT ( Agreement ) made and entered into this ( Effective Date ) by and between ( Covered Entity ) and INVACARE CORPORATION ( Business Associate ) (collectively, the Parties ). WITNESSETH: WHEREAS, the U.S. Department of Health and Human Services ( HHS ) has issued final regulations, pursuant to the Health Insurance Portability and Accountability Act of 1996 ( HIPAA ), governing the privacy of individually identifiable health information obtained, created or maintained by certain entities (the HIPAA Privacy Rule ); and WHEREAS, HHS has issued final regulations, pursuant to HIPAA, governing the security of electronic individually identifiable health information obtained, created or maintained by certain entities (the HIPAA Security Rule ); WHEREAS, the parties are committed to compliance with HIPAA and its HIPAA Privacy Rule and HIPAA Security Rule promulgated thereunder; and WHEREAS, the purpose of this Agreement is to satisfy the obligations of Covered Entity under HIPAA and to ensure the security, integrity and confidentiality of Protected Health Information ( PHI ) maintained, transmitted, disclosed, received or created by Business Associate from or on behalf of Covered Entity; and WHEREAS, the Parties desire to enter into this Agreement to protect PHI, and to amend any agreements between them, whether oral or written, with the exception of this Agreement; NOW, THEREFORE, for and in consideration of the premises and mutual covenants and agreements contained herein, the parties agree to amend each additional Agreement(s) by incorporating the following: 1. Definitions. Terms used but not otherwise defined below shall have the same meaning as those terms have under HIPAA. A. Electronic Media. Electronic Media shall have the meaning set forth in 45 C.F.R As of the Effective Date, it means: (i) Electronic storage media including memory devices in computers (hard drives) and any removable/transportable digital memory medium, such as magnetic tape or disk, optical disk or digital memory card; or (ii) Transmission media used to exchange information already in electronic storage media. Transmission media includes, for example, the internet (wide open), extranet (using internet technology to link a business with information accessible only to collaborating parties), leased lines, dial-up lines, private networks and the physical movement of removable/transportable electronic storage media. Certain transmissions, including of paper, via facsimile, and of voice, via telephone, are not considered to be transmissions via electronic media because the information being exchanged did not exist in electronic form before the transmission. B. Electronic Protected Health Information. Electronic Protected Health Information shall have the same meaning set forth in 45 C.F.R As of the Effective Date, such term means PHI (see definition below) that is transmitted by or maintained in Electronic Media or transmitted or maintained in any other form or medium. C. Individual. As used herein, the term Individual shall have the same meaning as the term individual in 45 C.F.R and shall include a person who qualifies as a personal representative in accordance with 45 C.F.R (g). 3

4 D. Privacy Rule. As used herein, the term Privacy Rule shall mean the Standards for Privacy of Individually identifiable Information at 45 C.F.R. part 160 and part 164, subparts A and E. E. Protected Health Information or PHI. As used herein, the term Protected Health Information or PHI shall have the same meaning as the term protected health information set forth within 45 C.F.R , as may be amended from time to time, to the extent such information is created or received by Business Associate from or on behalf of Covered Entity. F. Required by law. As used herein, the phrase required by law shall have the same meaning as the term required by law in 45 C.F. R G. Secretary. Secretary shall mean the Secretary of the Department of Health and Human Services or his designee. H. Security Incident. Security Incident shall have the meaning set forth in 45 C.F.R As of the Effective Date, it means the attempted or successful unauthorized access, use, disclosure, modification, or destruction of information or interference with system operations in an information system. I. Security Rule. Security Rule shall mean the security definitions and standards at 45 C.F.R. parts 160, 162 and Scope. This Agreement applies to all past, present and future agreements and relationships, whether written, oral or implied, between Covered Entity and Business Associate, pursuant to which Covered Entity provides PHI to Business Associate in any form or medium whatsoever. As of the Effective Date, this Agreement automatically extends to and amends all existing agreements between Covered Entity and Business Associate involving the use or disclosure of PHI. In addition, this Agreement shall automatically be incorporated by reference into all subsequent agreements between Covered Entity and Business Associate involving the use or disclosure of PHI. Any conflicts or inconsistencies between the past, present and future agreements and this Agreement shall be read and resolved in favor of this Agreement. 3. Purpose. This Agreement sets forth the terms and conditions pursuant to which PHI that is maintained, transmitted, disclosed, received or created by Business Associate from or on behalf of Covered Entity will be handled by Business Associate. All uses and disclosures not required by law, not authorized by this Agreement or not authorized by any other written agreement with Covered Entity or Covered Entity s written instructions are prohibited. 4. Permitted Activities of Business Associate. Unless otherwise limited by this Agreement, Business Associate may: A. Make all uses and disclosures of PHI necessary to perform its obligations to Covered Entity under any written agreement with Business Associate or pursuant to Covered Entity s written instruction, provided that such use or disclosure would not violate the Privacy Rule if conducted by Covered Entity; B. Use PHI in its possession for its proper management and administration and/or to fulfill any present or future legal responsibilities provided that such uses are permitted under federal and state laws regarding the privacy and security of individually identifiable health information; C. Disclose PHI for the purposes authorized by this Agreement or such other written agreement or instruction only: (i) to its employees, subcontractors and agents, in accordance with Section 5(F) below; (ii) as directed by Covered Entity; or (iii) as otherwise permitted by the terms of this Agreement or as required by law; D. Disclose PHI in its possession, received in its capacity as Business Associate, to third party(ies) for the purposes of its proper management and administration and/or to fulfill any present or future legal responsibilities if (i) such disclosures are required by law, as provided for in the Privacy Rule, or (ii) Business Associate obtains from third party(ies) written reasonable assurances regarding its confidential handling of such PHI as required under the Privacy Rule, and the third party(ies) notifies Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached; E. Except as otherwise limited in this Agreement, use PHI to provide Data Aggregation services relating to the health care operations of the Covered Entity as permitted by 45 C.F.R (e)(2)(i)(B); and 4

5 F. De-identify any and all PHI provided that the de-identification conforms to the requirements of applicable law as provided for in 45 C.F.R (b) and that Business Associate maintains such documentation required by applicable law, as provided for in 45 C.F.R (b). Information so de-identified does not constitute PHI and is not subject to the terms of this Agreement. 5. Protection of PHI by Business Associate. With regard to its maintenance, use and/or disclosure of PHI, Business Associate shall: A. Use or further disclose the minimum necessary PHI in performing the activities described in a services agreement. B. Not use or further disclose PHI other than as permitted or required by this Agreement or as required by law. Notwithstanding anything contained in this Agreement or any other agreement or understanding between Covered Entity and Business Associate to the contrary, Business Associate shall not further disclose PHI to any third party for purposes other than treatment, payment, or health care operations, as those terms are used and defined within the Privacy Rule, without the prior, written consent of Covered Entity. C. To the extent Covered Entity s written consent is given to make such disclosures, Business Associate shall: (i) Maintain records of each such disclosure containing, at a minimum, the following information: the date of the disclosure; the name of the entity or person who received the PHI and, if known, the address of such entity or person; a brief description of the PHI disclosed; and a brief statement of the purpose of the disclosure; and (ii) Provide, upon request, within forty-five (45) days of receipt of request by Covered Entity, to Covered Entity or to the individual to whom the PHI relates, an accounting of all such disclosures in accordance with 45 C.F.R Business Associate shall keep Covered Entity informed of all disclosures of PHI covered by this Agreement made by Business Associate. In the event Business Associate discloses PHI to any third party for purposes other than treatment, payment, or health care operations, as those terms are used and defined within the Privacy Rule, Business Associate shall provide prompt notice of the date and purpose of such disclosure as well as the name and address of recipient. This notice shall be sent to Covered Entity at [please complete]: Name: Title: Company: Address: City/State/Zip: Phone Number: Fax Number: D. Use appropriate, commercially reasonable safeguards to prevent use or disclosure of PHI other than as provided for by this Agreement. E. Report to the designated privacy officer of Covered Entity any use or disclosure of PHI not provided for by this Agreement of which it becomes aware, including without limitation, any disclosure of PHI to any unauthorized subcontractor; F. Ensure that any agents, including a subcontractor, to whom Business Associate provides PHI maintained by Business Associate or PHI transmitted from, or created or received by Business Associate on behalf of, Covered Entity, agrees to the same restrictions and conditions that apply to Business Associate with respect to such information; G. Make available, at the request of Covered Entity, PHI in a Designated Record Set, to Covered Entity or as directed by Covered Entity, to an individual to whom such PHI relates or his or her authorized representative, for as long as such information is maintained in the Designated Record Set as defined in 45 C.F.R The Parties shall cooperate with each other in developing methodologies to identify and/or summarize those portions of the Designated Record Set that may be applicable to Covered Entity s covered persons who agree to receiving their PHI in such a manner. Covered Entity shall pay Business Associate its reasonable copying costs in preparing copies of such PHI for any and all of these purposes. In the event that any individual requests access to PHI directly from Business Associate, Business Associate shall, as soon as reasonably possible, forward such request to Covered Entity, or the individual to whom such PHI relates or his or her authorized representative; and 5

6 H. Make its internal practices, books, agreements, policies, procedures and records relating to the use and disclosure of PHI received from, or created or received by Business Associate on behalf of, Covered Entity, available to the Secretary of the Department of Health and Human Services, for purposes of determining Covered Entity s compliance with the Privacy Rule, subject to attorney-client and other applicable privileges. I. Per 45 C.F.R , implement administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of Electronic Protected Health Information that it creates, receives, maintains or transmits on behalf of Covered Entity as required by the Security Rule. J. Per 45 C.F.R , ensure that any agent, including a subcontractor, to whom it provides Electronic Protected Health Information agrees to implement reasonable and appropriate safeguards to protect it. K. Per 45 C.F.R , report to Covered Entity any Security Incident of which it becomes aware. 6. Covered Entity. With regard to the use and disclosure of PHI by Business Associate, Covered Entity agrees to: A. Provide Business Associate with the notice of privacy practices that it produces in accordance with 45 C.F. R , as well as inform Business Associate of any changes in said notice; B. Inform Business Associate of any changes in, or revocation of, permission by the individual to use or disclose PHI, if such changes affect Business Associate s permitted or required uses or disclosures; and C. Notify Business Associate of any restriction to the use or disclosure of PHI that Covered Entity has agreed to in accordance with 45 C.F.R Handling of Designated Record Sets. In the event that the PHI received or created by Business Associate on behalf of Covered Entity constitutes a Designated Record Set, as defined at 45 C.F.R : A. Business Associate agrees, at the request of the Covered Entity or the Individual, within forty-five (45) days of receipt of such request, to incorporate any amendments to the PHI that Covered Entity directs pursuant to 45 C.F.R for so long as the PHI is maintained in the designated record set. B. Covered Entity agrees to: (i) notify Business Associate, in writing, of any PHI Covered Entity seeks to make available to an Individual pursuant to 45 C.F.R and the time and manner in which Business Associate shall provide such access; and (ii) notify Business Associate, in writing, of any amendments to the PHI in the possession of Business Associate that Business Associate shall make and the time and manner in which such amendments shall be made. 8. Term. The Term of this Agreement shall be deemed effective as the Effective Date. 9. Termination. This Agreement shall terminate when all of the PHI provided by Covered Entity to Business Associate, or created or received by Business Associate on behalf of Covered Entity, that Business Associate still maintains in any form, is destroyed or returned to Covered Entity, or, if it is infeasible to return or destroy PHI, protections are extended to such information in accordance with the provisions of subsection B of this Section. A. Termination by Covered Entity. Upon Covered Entity s knowledge of a material breach by Business Associate, Covered Entity shall provide Business Associate with written notice of the existence of the alleged breach and shall provide Business Associate with thirty (30) calendar days to cure said breach. Failure by Business Associate to cure said breach shall be grounds for termination of the Agreement by Covered Entity, or Covered Entity may judge that termination is not feasible and may report the problem to the Secretary of Health and Human Services in lieu of termination. B. Termination by Business Associate. If Business Associate determines that Covered Entity has engaged in a pattern of activity that constitutes a material breach of this Agreement, then Business Associate shall provide Covered Entity with written notice of the existence of the alleged breach and shall provide Covered Entity with thirty (30) calendar days to cure said breach. Failure by Covered Entity to cure said breach shall be grounds for termination of the Agreement by Business Associate. 6

7 C. Effect of Termination. Except as provided in this Section, upon termination of this Agreement for any reason, Business Associate shall return or destroy all PHI received from Covered Entity or created or received by Business Associate on behalf of Covered Entity, including such PHI that is in the hands of agents or subcontractors, and Business Associate shall retain no copies of the PHI. In the event Business Associate determines that returning or destroying the PHI is infeasible, Business Associate shall provide to Covered Entity notification of conditions that make return or destruction infeasible. Upon mutual agreement of the parties that return or destruction is infeasible, Business Associate shall extend the protections of this Agreement to such PHI and limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such PHI. The respective rights and obligations of Business Associate set forth within this Section shall survive the termination of this Agreement, for whatever reason. 10. Limitation of Liability. Neither party shall be liable to the other party for any incidental, consequential or punitive damages of any kind or nature, whether such liability is asserted on the basis of contract, tort (including negligence or strict liability), or otherwise, even if the other Party has been advised of the possibility of such loss or damages. 11. Miscellaneous. A. No Third Party Beneficiaries. There are no intended third party beneficiaries to this Agreement, including, without limitation, any provisions set forth within this Agreement. Without in anyway limiting the foregoing, it is the parties specific intent that nothing contained in this Agreement give rise to any right or cause of action, contractual or otherwise, in or on behalf of any Individual whose PHI is used or disclosed pursuant to this Agreement. B. References. A reference in this Agreement to a section in the Privacy Rule means the section as is in effect or as amended, and for which compliance is required. C. Amendment; Prior Agreements. The parties agree to take such action to amend this Agreement from time to time as necessary for Covered Entity to comply with the requirements of HIPAA. No amendment to this Agreement shall be effective until reduced to writing and signed by the parties. This Agreement replaces all prior business associate agreements between the parties concerning the HIPAA Privacy Rule and HIPAA Security Rule. D. Waiver. No provision of this Agreement may be waived except by an agreement in writing signed by both parties. A waiver of any term or provision shall not be construed as a waiver of any other term or provision. E. Authority. The persons signing below have the right and authority to execute this Agreement for their respective entities and no further approvals are necessary to create a binding Agreement. F. Disputes. If any controversy, dispute or claim arises between the Parties with respect to this Agreement, the Parties shall make good faith efforts to resolve such matters informally. IN WITNESS WHEREOF, the parties have executed this Agreement effective upon the Effective Date set forth above. ( Covered Entity ) on behalf of itself, its subsidiaries & affiliates Invacare Corporation ( Business Associate ) on behalf of itself, its subsidiaries & affiliates Signature Signature By: By: William F. Corcoran Title: Title: Vice President/ Financial Services Date: Date: 7