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Equipment Lease

This Equipment Lease is made on [EFFECTIVE DATE], by [LESSOR NAME], a [CORPORATE JURISDICTION] corporation with its principal place of business at [LESSOR ADDRESS] (the "Lessor") and [LESSEE NAME], a [CORPORATE JURISDICTION] corporation with its principal place of business at [LESSOR ADDRESS] (the "Lessee").

The parties agree as follows (the capitalized terms used in this agreement, in addition to those above, being defined in section 21 (Definitions)):

1. Lease of Equipment. The Lessor hereby leases to the Lessee, and the Lessee hereby leases from the Lessor, the Equipment.

2. Key Terms

2.1. Description: [EQUIPMENT DESCRIPTION - SUMMARY]

2.2. Initial Term: [INITIAL TERM]

2.3. Renewal Terms: [RENEWAL TERM]

2.4. Start Date: [START DATE]

2.5. Monthly Rental Amount: $[MONTHLY RENT]

2.6. Security Deposit: $[SECURITY DEPOSIT]

3. Control of Equipment. The Lessee will acquire control of the Equipment on the Start Date.

4. Delivery and Return of Equipment

4.1. Delivery of Equipment. The Lessor has no duty to deliver the Equipment to the Lessee at the beginning of the Term. The Lessor will not be responsible for any costs associated with the delivery of the Equipment to the Lessee.

4.2. Return of Equipment. Upon the termination or expiration of this agreement, the Lessee shall return the Equipment to the Lessor in good repair, condition, and working order, ordinary wear and tear resulting from proper use excepted, by delivering the Equipment, at the Lessee's expense, to the address that the Lessor specifies within the city or county in which it was delivered to the Lessee.

5. Acceptance of Equipment

5.1. Inspection. The Lessee shall inspect each item of Equipment within [48] hours after its receipt.

5.2. Presumption of Inspection. Unless within the inspection period the Lessee gives Notice to the Lessor identifying any defect in or any other proper objection to the Equipment, it will be conclusively presumed that the Lessee has fully inspected the Equipment and accepted it as being in good condition and repair and satisfactory in all aspects.

6. Use of Equipment. The Lessee shall

6.1. use the Equipment in a careful and proper manner,

6.2. comply with all Laws relating to the possession, use, and maintenance of the Equipment[, and

6.3. keep the Equipment only at its address above and not remove it without the Lessor's prior written consent, which consent will not be unreasonably withheld.]

7. Repairs and Maintenance. The Lessee shall, at its own cost and expense, keep the Equipment in good repair, condition, and working order and provide any and all parts required to keep it in good mechanical working order.[ If the Lessor provides a standard maintenance schedule, the Lessee shall maintain the Equipment and follow the Lessor's schedule as the minimum maintenance compliance. The Lessee shall, upon request, provide the Lessor with evidence of compliance with the maintenance schedule.]

8. Payment Obligations

8.1. Rent. The Lessee shall pay the Lessor Rent each month during the Term. The first payment is due on the first day of the month following the Start Date, and all payments on the first day of each month thereafter.

8.2. Security Deposit. Before taking possession of the Equipment, the Lessee shall pay to the Lessor a security deposit of $[SECURITY DEPOSIT]. Upon termination of and the Lessor satisfying itself that the Lessee has met all of its obligations under this agreement, the Lessor shall refund the security deposit in full.

8.3. Payment Net of Taxes. All payments owed by the Lessee are exclusive of taxes. The Lessee shall pay, and the Lessor shall collect and remit, any taxes payable in connection with this lease.

8.4. Late Payments. If any Rent payment is not paid within [LATE PAYMENT PERIOD DAYS] days after the due date, the Lessee shall pay to the Lessor a service charge of [[LATE PAYMENT SERVICE CHARGE]% of the late payment / $[FIXED AMOUNT]].

9. Term

9.1. Initial Term. The initial term of this agreement will begin on the Start Date and end [LEASE TERM] months thereafter (the "Initial Term"), unless terminated earlier.

9.2. Renewal Terms. Following the Initial Term, this agreement will automatically renew for successive [RENEWAL TERM PERIODS] terms (each, a "Renewal Term"), unless terminated earlier.

10. Representations and Warranties. The Lessee represents and warrants to the Lessor as follows, acknowledging that the Lessor is relying on these representations and warranties:

10.1. No Conflicts. It is under no restriction or obligation that may affect the performance of its obligations under this agreement.

11. Ownership of Equipment. The Equipment is and will remain the Lessor's property. The Lessee does not acquire any interest in the Equipment other than the rights granted to it in this agreement.

12. Disclaimer of Warranty. The Lessor is not the Equipment's manufacturer nor is it the agent of the manufacturer or the seller. The Lessor supplies the Equipment as is. The Lessor makes no other express or implied warranties (including as to the Equipment's fitness for a particular purpose).

13. Liens

13.1. Pay All Taxes. The Lessee, or the Lessor at the Lessee's expense, shall report, pay, and discharge when due all applicable fees, assessments, taxes, and other governmental charges, plus any penalties or interest, imposed upon the Equipment or its use, operation, or leasing, whether or not assessed against or in the name of the Lessor or the Lessee.

13.2. No Liens. The Lessee shall keep the Equipment free and clear of all levies, liens, and encumbrances.

13.3. Exception. The Lessee will not be required to pay or discharge any such tax or assessment if

(a) in good faith and by appropriate legal proceedings it contests the validity of the tax or assessment in any reasonable manner that does not affect the Lessor's interest in the Equipment, and

(b) it reimburses the Lessor for any costs or expenses the Lessor may incur resulting from its failure to pay or discharge the tax or assessment.

14. Alterations

14.1. Consent for Alterations. The Lessee shall not make any material alterations, additions, or improvements to the Equipment without the Lessor's prior written consent.

14.2. Ownership of Alterations. Upon the termination or expiration of this agreement, all alterations, additions, or improvements made to the Equipment will belong to and become the property of the Lessor.

15. Insurance

15.1. Insurance Requirement. The Lessee shall obtain and maintain

(a) all-risk insurance against loss of and damage to the Equipment for not less than its full replacement value, and

(b) combined public liability and property damage insurance, with limits as approved by the Lessor.

15.2. Insurance Coverage. The insurance will

(a) be in a form and with a company or companies as is reasonably acceptable to the Lessor, and

(b) provide primary coverage for the protection of both parties without regard to any other coverage carried by either of them protecting against similar risks.

15.3. Additional Insured. The Lessee shall ensure that its insurance coverage will list the Lessor as an additional insured and a loss payee.

15.4. Proof of Insurance. At the Lessor's request, the Lessee shall provide it with

(a) certificates or other acceptable evidence of insurance evidencing its coverage, and

(b) at least [30] days' prior Notice of any change in or cancellation of the insurance coverage.

16. Inspection and Audit

16.1. Inspection. The Lessee shall, upon reasonable Notice from the Lessor, provide access to the location of the Equipment during normal business hours for the purpose of conducting an inspection to verify that the Lessee's compliance with the terms of this agreement. The Lessee shall cooperate with the Lessor in its inspection.

16.2. Conduct of Inspection. The Lessor shall conduct any inspection in a manner so as not to unreasonably disrupt the Lessee's business. The Lessor shall restrict the scope, manner, and duration of any inspection to that reasonably necessary to achieve its purpose.

16.3. Confidentiality of Information. The Lessor shall keep confidential any information about the Lessee and its business that it obtains from any inspection, except as may be required to exercise its rights under this agreement.

17. Indemnification

17.1. Lessee's Indemnity. The Lessee shall indemnify the Lessor and its directors, officers, employees, shareholders, partners, agents, and affiliates, against all claims, liability, costs, and expenses (including attorneys' fees) arising from any third party claim or proceeding brought against the Lessor arising out of or related to the Lessee's use of the Equipment.

17.2. Mutual Indemnity. Each party shall indemnify the other party[ and its directors, officers, employees, shareholders, partners, agents, and affiliates,] against all claims, liability, and expenses (including legal fees) arising from any third party claim or proceeding brought against one party that alleges any [grossly] negligent act or omission or willful conduct of the other party[ or its directors, officers, employees, shareholders, partners, agents, or affiliates].

17.3. Notice of Claim. The Lessor shall give prompt Notice to the Lessee of any claim or potential claim for indemnification under this section.

17.4. Exclusive Remedies. The rights granted under this section 17 (Indemnification) are the exclusive remedies available under this agreement in connection with the claims and losses that this section addresses.

18. Waiver of Rights. The Lessee shall not make any claims against the Lessor for exercising its rights under this agreement.

19. Risk of Loss and Damage

19.1. Risk of Loss or Damage. The Lessee will bear the entire risk of loss or damage to the Equipment or any part of it. No such loss or damage will affect any of the Lessee's obligations under this agreement, which will continue in effect.

19.2. Remedy for Loss or Damage. In the event of any such loss or damage, the Lessee shall, at the Lessor's option,

(a) put the Equipment into good repair, condition, and working order,

(b) replace it with similar equipment in good repair, condition, and working order, or

(c) pay the Lessor the replacement cost.

20. Termination

20.1. Termination upon Notice. Either party may terminate this agreement upon [TERMINATION NOTICE PERIOD] days' Notice to the other party before the end of the Initial Term or a Renewal Term, as the case may be.

20.2. Termination upon Insolvency Event. This agreement will terminate immediately upon the occurrence of an Insolvency Event.

20.3. Termination upon Breach

(a) Failure to Pay. If the Lessee fails to pay when due any amount owing under this agreement and that failure continues for [five] Business Days, the Lessor may terminate this agreement, with immediate effect, by giving Notice to the Lessee.

(b) Any Other Breach. If one party

(i) commits any material breach or material default in the performance of any obligation under this agreement (other than the Lessee's obligation to pay money), and

(ii) the breach or default continues for a period of [CURE PERIOD] Business Days after the other party delivers Notice to it reasonably detailing the breach or default,

then the other party may terminate this agreement, with immediate effect, by giving Notice to the first party.

20.4. Other Remedies Available to Lessor. Upon the occurrence of a material breach or a material default committed by the Lessee, the Lessor may, upon Notice to the Lessee, do one or more of the following:

(a) Cross-Default. The Lessor may immediately terminate any other agreement that the Lessor has entered into with the Lessee.

(b) Payment of Stipulated Loss Value. The Lessor may require the Lessee to immediately pay the Lessor, as compensation for loss of the Lessor's bargain and not as a penalty, a sum equal to the Stipulated Loss Value.

(c) Re-delivery of Equipment. the Lessor may require the Lessee to immediately deliver the Equipment to the Lessor at the Lessee's cost.

(d) Legal Action. The Lessor or its agent may, without demand or legal process, enter the premises where any of the Equipment is located and take immediate possession of and remove it, without liability for its entry or for any damage to the Lessee's property.

(e) Sale of Equipment. the Lessor may sell, re-lease, or otherwise dispose of the Equipment, with or without Notice, at a public or private sale and apply the net proceeds to the amounts owing to the Lessor. If by Law notice of sale must be given, the Lessee acknowledges that [10] business days' Notice will constitute reasonable notice. The Lessee will remain liable to the Lessor for any amounts that remain due after any duly conducted sale.

20.5. Costs of Enforcement. If either party brings legal action to enforce any of its rights under this agreement, the prevailing party will be entitled to recover its costs and expenses (including reasonable attorneys' fees) incurred in connection with the action and any appeal.

20.6. Definition of "Insolvency Event." In this agreement, "Insolvency Event" means any of the following:

(a) Insolvency. The Lessee admits in writing that it is insolvent or unable to pay its debts, or fails generally to pay its debts as they become due.

(b) Bankruptcy. The Lessee files a voluntary petition, or one or more of its creditors file a petition, seeking its rehabilitation, liquidation, or reorganization under any Law relating to bankruptcy, insolvency, or other relief of debtors and the petition is not removed within [90] days of filing.

(c) Receivership. A receiver or other custodian is appointed to take possession of substantially all of the assets of the Lessee's assets.

(d) Dissolution. The Lessee takes any action toward the dissolution or winding up of its affairs or the cessation or suspension of its activities.

(e) Liquidation. A court of competent jurisdiction enters a decree or order directing the winding up or liquidation of the Lessee or of all or substantially all of its assets.

(f) General Assignment. The Lessee makes a general assignment for the benefit of its creditors.

(g) Attachment. Any attachment, execution, or other judicial seizure is levied against all or substantially all of the Lessee's assets.

20.7. Definition of "Residual Value." In this agreement, "Residual Value" means the anticipated fair market value of the Equipment at the end of the Initial Term or any extension or renewal, as reasonably determined by the Lessor.

20.8. Definition of "Stipulated Loss Value." In this agreement, "Stipulated Loss Value" means the total of

(a) unpaid Rent,

(b) all other amounts due, past due, or to become due under this agreement (including interest), and

(c) the Residual Value,

the amount of each such future payment to be discounted from its respective due date at a discount rate of [REMEDY DISCOUNT RATE]% per year.

21. Definitions. In this agreement, in addition to the terms defined at the top of the first page, the following definitions apply:

21.1. "Equipment" means the equipment listed in Schedule A.

21.2. "Initial Term" has the meaning given to that term in section 9.1 (Initial Term).

21.3. "Insolvency Event" has the meaning given to that term in section 20.6 (Definition of "Insolvency Event").

21.4. "Law" means

(a) any law (including the common law), statute, by-law, rule, regulation, order, ordinance, treaty, decree, judgment, and

(b) any official directive, protocol, code, guideline, notice, approval, order, policy, or other requirement of any governmental authority having the force of law.

21.5. "Notice" means any notice, request, direction, or other document that a party can or must make or give under this agreement.

21.6. "Person" includes

(a) any corporation, company, limited liability company, partnership, governmental authority, joint venture, fund, trust, association, syndicate, organization, or other entity or group of persons, whether incorporated or not, and

(b) any individual.

21.7. "Representative" means, for any Person,

(a) each director, officer, shareholder, partner, employee, agent, accountant, legal or other professional advisor[ in connection with the transactions contemplated in this agreement], and any other authorized representative, and

(b) that Person's affiliates and the directors, officers, shareholders, partners, employees, agents, accountants, and legal or other professional advisors[ in connection with the transactions contemplated in this agreement] of those affiliates.

21.8. "Renewal Term" has the meaning given to that term in section 9.2 (Renewal Terms).

21.9. "Rent" means the monthly rental amount noted in section 2.5 (Monthly Rental Amount).

21.10. "Residual Value" has the meaning given to that term in section 20.7 (Definition of ""Residual Value").

21.11. "Start Date" means the date identified in section 2.4 (Start Date).

21.12. "Stipulated Loss Value" has the meaning given to that term in section 20.8 (Definition of "Stipulated Loss Value").

21.13. "Term" means the Initial Term, as extended by any Renewal Terms.

22. General Provisions

22.1. Entire Agreement. This agreement contains all the terms agreed to by the parties relating to its subject matter. It replaces all previous discussions, understandings, and agreements.

22.2. Amendment. This agreement may only be amended by a written document signed by both parties.

22.3. Assignment. The Lessee may not assign any rights or obligations under this agreement without the Lessor's prior written consent. The Lessor may assign this agreement or any of its rights, effective upon Notice to the Lessee.

22.4. Third Party Beneficiaries. The Indemnification terms of this agreement confer rights and remedies upon the Lessor's directors, officers, employees, shareholders, partners, agents or affiliates. No person other than the parties themselves and those beneficiaries has any rights or remedies under this agreement.

22.5. Power of Attorney. The Lessee hereby appoints the Lessor as its attorney in fact, with full power of substitution, with power and authority to do all things necessary or advisable in connection with the transactions contemplated under this agreement.

22.6. Notices

(a) Form of Notice. All notices and other communications between the parties must be in writing.

(b) Method of Notice. Notices must be given by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid[, (iv) fax][ or (v) electronic mail] to the party's address specified in this agreement, or to the address that a party has notified to be that party's address for the purposes of this section.

(c) Receipt of Notice. A notice given in accordance with this agreement will be effective upon receipt by the party to which it is given or, if mailed, upon the earlier of receipt and the fifth day following mailing.

22.7. Remedies Cumulative. Except as provided in section 17.4 (Exclusive Remedies), the rights and remedies provided to a party under this agreement are cumulative and in addition to, not exclusive of or in substitution for, any rights or remedies otherwise available to that party.

22.8. Survival. Sections 4.2 (Return of Equipment), 8.2 (Security Deposit), 8.4 (Late Payments), 16.3 (Confidentiality of Information), 17 (Indemnification), 20.4 (Other Remedies Available to Lessor), and 22.5 (Power of Attorney) survive the termination or expiration of this agreement.

22.9. Severability. If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

22.10. Waiver. A party's failure or neglect to enforce any of rights under this agreement will not be deemed to be a waiver of that party's rights.

22.11. Governing Law. This agreement will be governed by and construed in accordance with the laws of the State of [GOVERNING LAW STATE ], without regard to its conflict of laws rules.

22.12. Waiver of Jury Trial. Each party irrevocably waives its rights to trial by jury in any action or proceeding arising out of or relating to this agreement or the transactions relating to its subject matter.

22.13. Attorney Fees. If either party brings legal action to enforce its rights under this agreement, the prevailing party will be entitled to recover its costs and expenses (including reasonable attorneys' fees) incurred in connection with the action and any appeal.

22.14. Interpretation

(a) Currency. Unless otherwise specified, all dollar amounts expressed in this agreement refer to American currency.

(b) Number and Gender. Unless the context requires otherwise, words importing the singular number include the plural and vice versa; words importing gender include all genders.

(c) Headings. The headings used in this agreement and its division into sections, schedules, and other subdivisions do not affect its interpretation.

(d) Internal References. References in this agreement to sections, and other subdivisions are to those parts of this agreement.

22.15. Schedules. The following is attached to and forms part of this agreement:

(a) Schedule A: Description of Leased Equipment

22.16. Counterparts. This agreement may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document.

22.17. Effectiveness of Agreement. This agreement is effective as of the date shown at the top of the first page, even if any signatures are made after that date.

This agreement has been signed by the parties.

[LESSOR NAME]

By:___________________________________

Name:

Title:

Date:

[LESSEE NAME]

By:___________________________________

Name:

[Title:]

Date:

SCHEDULE A: Description of Leased Equipment

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