Equipment Lease Agreement
This equipment lease is between
The Owner is the owner of the equipment described in Exhibit A (the "Equipment").
The Renter wishes to lease the Equipment from the Owner.
The parties agree as follows:
1. LEASE OF EQUIPMENT.
Effective as of the effective date set forth in section
2. DELIVERY OF EQUIPMENT; SITE.
- (a) Delivery. The Owner shall coordinate with the Renter to have the Equipment delivered to
, , (the "Site") on or before . (b) Site. The Renter shall provide a safe, convenient Site for the Equipment in accordance with the Owner's guidelines, specifications, and site planning criteria. The Owner has approved the location of the Site and the dedicated location for the Equipment on the Site.
3. RENT; SECURITY DEPOSIT.
- (a) Timing. The Renter shall pay to the Owner, in advance, $
each month (the "Rent") to rent the Equipment, starting on . The Renter shall pay the Rent on the first day of each succeeding month after the effective date to the Owner at the address set forth in section 21 20 20 19below. (b) Security Deposit. Before taking possession of the Equipment, the Renter shall pay a security deposit to the Owner in the amount of $ , which shall be returned to the Renter at the end of the Term. The Owner may deduct any amounts from this deposit required to repair or replace the Equipment, ordinary wear and tear excepted. (c) (b)Interest on Late Payments. If the Renter fails to pay Rent when it is due, or any other charges or amounts payable by the Renter to the Owner under this lease, the Renter shall be charged interest on those unpaid sums at the rate of % per month. Interest will be calculated from the due date of the amount to the actual payment date.
Except for the Renter's rights of use under this Lease, the Equipment is and will remain the exclusive personal property of the Owner, even if installed in or attached to real property by the Renter. Payment of the Rent does not give the Renter any equity interest in the Equipment. The Renter has no interest in the Equipment except as expressly set forth in this Lease.
5. CARE, USE, AND MAINTENANCE OF EQUIPMENT.
- (a) The Renter shall keep the Equipment in good condition and manage all necessary repairs and replacements
at its own cost and expense.
- (b) The Renter and its employees shall use the Equipment carefully and properly, and in compliance with all federal, state, and local laws. Each item of Equipment is being leased for use in the conduct of the Renter's business.
- (c) The Renter shall keep and use the Equipment
only at the Renter's principal place of business in the ordinary course of its business. The Renter may not remove the Equipment from this location without the Owner's prior written consent. (d) The Renter shall maintain in full force a service agreement with the Owner to satisfy its obligation to repair and maintain the Equipment. (e) (d)The Renter may not make any alterations or additions to the Equipment without the Owner's prior written consent. (f) (e)The Renter may not assign, sublease, or transfer the Equipment without the Owner's prior written consent.
6. EQUIPMENT WARRANTIES.
- (a) THE OWNER HAS THE RIGHT TO LEASE THE EQUIPMENT, AS PROVIDED IN THIS LEASE, AND DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING TO THE DESIGN OR CONDITION OF THE EQUIPMENT, AND IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
- (b) The Owner assigns to the Renter any assignable warranty, whether express or implied, affecting the Equipment.
(c) The Renter shall pay Rent to the Owner even if the Equipment's supplier or manufacturer breaches any warranty.
7. OWNER'S PERFORMANCE OF RENTER'S OBLIGATIONS.
If the Renter fails to pay taxes on, maintain insurance on, or repair the Equipment, or to pay fees, charges, or assessments, or to discharge any other obligations under this Lease, the Owner may make payments or perform acts that the Owner deems necessary. This includes payment of amounts necessary to retain insurance, to repair or maintain the Equipment, or to satisfy fees, charges, or assessments. The Renter shall reimburse the Owner on the next due date for Rent for all amounts paid or incurred by the Owner. The Renter shall pay interest on amounts to the Owner under section 3(c), which shall begin accruing on the date of the Owner's payment, and pay any reasonable attorneys' fees incurred by the Owner in connection with its actions performed under this section.
- (a) Requirement. During the Term, the Renter shall procure and continuously maintain and pay for insurance in such form and with such company satisfactory to the Owner. At a minimum, the insurance must include:
- (i) risk insurance against loss of and damage to the Equipment for not less than the full replacement value of the Equipment, naming the Owner as loss payee; and
- (ii) combined public liability and property damage insurance, with limits approved by the Owner, naming the Owner as an additionally named insured and a loss payee.
- (b) Contents. This insurance shall provide primary coverage for the protection of the parties without regard to any other coverage carried by either party protecting against similar risks.
- (c) Certificate. The Renter shall provide the Owner with an original policy or certificate evidencing the insurance and shall provide at least 30 days' advance written notice to the Owner about any cancellation, change, or modification of the insurance coverage.
9. TAXES AND FEES.
During the Term, the Owner shall pay all applicable taxes, assessments, and license and registration fees on the Equipment. The Owner shall, on request, provide the Owner with proof of those payments and copies of any tax returns and reports filed or prepared concerning the Equipment.
10. LIABILITY FOR LOSS AND DAMAGE.
(a) Liability for Damage. If the Equipment is damaged, the Renter shall immediately repair the Equipment to a state of good working order the Renter shall immediately notify the Owner of the damage, and pay for any repairs the Owner coordinates to get the Equipment to a state of good working order.
- (b) Liability for Loss or Destruction. If the Equipment is lost, stolen, destroyed, or damaged beyond repair, the Renter shall notify the Owner promptly of that loss, theft, or destruction of the Equipment, or of any damage beyond repair to the Equipment and, at the Owner's option:
- (i) replace the Equipment with like equipment in good working order; or
- (ii) pay the Owner in cash all of the following:
- A. all amounts owed by the Renter to the Owner under this lease on the date of the loss, theft, damage, or destruction;
- B. 100% of the actual cost of that Equipment, less any net proceeds of insurance received by the Owner for the loss or
- damage; and
- C. the unpaid balance of the total Rent for the Term attributable to that Equipment.
- (c) Assignment of Interest. On receipt of this payment, the Owner shall assign to the Renter whatever interest the Owner has in the Equipment, without warranty, express or implied. For purposes of calculating amounts under subsection (b)(ii)(B), the actual cost of an item is its fair market value on the date of its loss, theft, damage, or destruction.
11. TERM; TERMINATION.
- (a) Term. The rental term (the "Term") shall be for a period of
months years, starting on the later of the following:
- (i) the Effective Date; or
- (ii) the date the Renter receives the Equipment, as acknowledged in writing by the Renter to the Owner, a copy of which shall be attached to this agreement.
- (b) End-of-Term Options. At the end of the Term, the Renter shall, at its election:
- (i) sign a new lease with the Owner;
- (ii) surrender the Equipment to the Owner at the
Renter's Owner'sexpense ; or . (iii) purchase the Equipment as provided in section 14 below.
- (i) sign a new lease with the Owner;
- (c) No Action. If the Renter takes none of the actions listed in subsection (b) above, the Term will automatically be extended for a period of a month at a
% Rent increase.
12. DEFAULT; RIGHTS ON DEFAULT.
- (a) Default. The occurrence of any of the following events will constitute a default (each an "Event of Default"):
- (i) the failure to make a required payment under this Lease as and when due, including Rent, interest charges, sums due as an indemnity, excess item expenses, or other charges;
- (ii) the breach or violation by the Renter of this Lease;
- (iii) the insolvency or bankruptcy of the Renter;
- (iv) any default, breach, or violation of or under any debenture, bond, or evidence of indebtedness of the Renter; or
- (v) subjection of any of the Renter's property to levy, seizure, assignment, application, or sale for or by any creditor or government agency.
- (b) Rights on Default. On the occurrence of any Event of Default under subsection (a), the Owner may, without notice or demand, terminate this lease, and take possession of the Equipment, in addition to any other rights afforded to the Owner by law. The Renter is not released from paying damages sustained by the Owner if the Owner terminates under this section. If on any termination of this lease the Renter fails or refuses to deliver the Equipment to the Owner, the Owner may enter the Renter's premises and retake possession of the Equipment without legal process. The Renter releases any claim or right of action for trespass or damages caused by the Owner's entry and repossession. The Renter expressly waives all further rights to possession of the Equipment and all claims for injury suffered through or loss caused by the repossession. The Renter shall pay all expenses, including attorneys' fees, the Owner incurs to enforce this lease. All of the Owner's remedies are cumulative and may be exercised concurrently or separately. The Owner shall release the Equipment or otherwise mitigate the damages arising out of or otherwise related to the Event of Default.
(a) If the Renter does not violate this lease, the Renter shall, at the end of the Term, have the option to purchase the Equipment at a price (the "Purchase Price") equal to its fair market value as defined in subsection (b) below. The Renter shall exercise this option by notifying the Owner in writing at least Number days before the end of the Term. (b) The fair market value of the Equipment on the last day of the Term as determined by mutual agreement between the parties will be taken as the "fair market value" of such Equipment. (c) The Renter shall pay the Purchase Price to the Owner within days after the end of the Term.
- (a) Of Owner by Renter. At all times after the effective date of this agreement, the Renter shall indemnify the Owner against any award, charge, claim, compensatory damages, cost, damages, exemplary damages, diminution in value, expense, fee, fine, interest, judgment, liability, settlement payment, penalty, or other loss (a "Loss") or any attorney's or other professional's fee and disbursement, court filing fee, court cost, arbitration fee, arbitration cost, witness fee, and each other fee and cost of investigating and defending or asserting a claim for indemnification (a "Litigation Expense") arising out of:
- (i) the Renter's negligence or willful misconduct arising from the Renter's carrying out of its obligations under this agreement;
- (ii) the Renter's use or possession of the Equipment; or
- (iii) the Renter's breach of any of its obligations or representations under this agreement.
- (b) Of Renter by Owner. The Owner shall at all times indemnify the Renter against a Loss or Litigation Expense caused by any breach of any of the representations or agreements made by the Owner under this agreement.
16. GOVERNING LAW.
- (a) Choice of Law. The laws of the state of
govern this agreement (without giving effect to its conflicts of law principles).
- (b) Choice of Forum. Both parties consent to the personal jurisdiction of the state and federal courts in
No amendment to this agreement will be effective unless it is in writing and signed by a party or its authorized representative.
18. ASSIGNMENT AND DELEGATION.
- (a) No Assignment. Neither party may assign any of its rights under this agreement, except with the prior written consent of the other party. All voluntary assignments of rights are limited by this subsection.
- (b) No Delegation. Neither party may delegate any performance under this agreement, except with the prior written consent of the other party.
- (c) Enforceability of an Assignment or Delegation. If a purported assignment or purported delegation is made in violation of this section, it is void.
19. COUNTERPARTS; ELECTRONIC SIGNATURES.
- (a) Counterparts. The parties may execute this agreement in any number of counterparts, each of which is an original but all of which constitute one and the same instrument.
- (b) Electronic Signatures. This agreement, agreements ancillary to this agreement, and related documents entered into in connection with this agreement are signed when a party's signature is delivered by facsimile, email, or other electronic medium. These signatures must be treated in all respects as having the same force and effect as original signatures.
If any one or more of the provisions contained in this agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this agreement, but this agreement will be construed as if those invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this agreement to be unreasonable.
- (a) Writing; Permitted Delivery Methods. Each party giving or making any notice, request, demand, or other communication required or permitted by this agreement shall give that notice in writing and use one of the following types of delivery, each of which is a writing for purposes of this agreement: personal delivery, mail (registered or certified mail, postage prepaid, return-receipt requested), nationally recognized overnight courier (fees prepaid), facsimile, or email.
- (b) Addresses. A party shall address notices under this section to a party at the following addresses:
- If to the Owner:
- If to the Renter:
- (c) Effectiveness. A notice is effective only if the party giving notice complies with subsections (a) and (b) and if the recipient receives the notice.
No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.
23. ENTIRE AGREEMENT.
This agreement constitutes the final agreement of the parties. It is the complete and exclusive expression of the parties' agreement about the subject matter of this agreement. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this agreement are expressly merged into and superseded by this agreement. The provisions of this agreement may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither party was induced to enter this agreement by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this agreement. Except as set forth expressly in this agreement, there are no conditions precedent to this agreement's effectiveness.
The descriptive headings of the sections and subsections of this agreement are for convenience only, and do not affect this agreement's construction or interpretation.
This agreement will become effective when all parties have signed it. The date this agreement is signed by the last party to sign it (as indicated by the date associated with that party's signature) will be deemed the date of this agreement.
26. NECESSARY ACTS; FURTHER ASSURANCES.
Each party shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions this agreement contemplates or to evidence or carry out the intent and purposes of this agreement, including signing any documents for purposes of recording or filing to protect the interest of the Owner in the Equipment.
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Each party is signing this agreement on the date stated opposite that party's signature.
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INVENTORY OF EQUIPMENT LEASED
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