This is my opinion on the Contract you attached. In this opinion, I have tried to explain, as clearly as possible, the problematic terms in the said Contract. I shall do the explanation in Sections as they appear in the Contract.
- Section 1: PAYMENT
Section 1 of the Agreement requires you to pay upon execution of the Contract. This is risky because payment is always made for services rendered. Therefore, in my opinion, payment should be made after completing the project or at the end of the rental date. Alternatively, you may pay a deposit then finish the remaining amount upon the completion of the project.
- Section 2: CHARGES AND RATES
Section 2 is similar to Section 1 in that it also states that payment shall be made before the rental day. As discussed above, this Section favors the DP more.
- Section 3: INDEMNIFICATION AND LIMITATION OF LIABILITY
Section 3 provides that you shall indemnify/pay for any loss or damage that occurs in the Equipment (s) while you rent them. The DP and their staff will be the ones using the Equipment during the renting period. Therefore, I find this Section unfavorable because it states that you will be responsible for damage that you have not caused. Also, the DP has limited its liability to faults done directly by them.
Accordingly, I will change the wording of the Section to reasonably apportion the liability according to the faults done by either party to the Contract.
- Section 4: LOSS OR DAMAGE TO EQUIPMENT
This Section is similar to Section 3 above. It provides that you shall bear all responsibility for the Equipment loss or damage during the rental period. Just like I discussed above, this provision is faulty because it favors the DP more- you will pay for the loss or damage even if the Equipment was being operated and handled by the DP and his staff.
Accordingly, I will combine this Section to limit your liability reasonably and strictly.
- Section 6: RETURN
I find no problem with this Section. It provides that you return the rented Equipment upon the expiry of the Agreement- in the condition you found the Equipment at.
- Section 7: TECHNICIAN/OPERATOR
I find no problem with this Section. It provides that the Equipment shall only be operated by licensed and qualified operators. The Section further states that you shall keep custody of the Equipment. If you have a Certificate of Insurance.
- Section 8: TITLE
This Section provides that you shall not consider any of the Equipment as yours. The Section also states that you shall not give the Equipment to any other person. I find no problem with this Section.
- Section 9: APPLICABLE LAW
This Section provides that all matters about this Agreement shall be handled under the laws of Los Angeles, California. Accordingly, I find no problem with this Section.
- Section 10: FACSMILE/SCANNED SIGNATURE
This Section provides that you may sign/execute the Agreement in copies, which will still be valid. It also provides that either party may sign electronically or physically. I find no problem with this Section.
- Section 11: VIOLATION
This Section provides that the DP will have the right to terminate the Agreement upon your failure to perform your obligations under the Agreement. I find this Section one-sided because the DP assumes that you are the only one who can fail to perform the obligations in the Agreement.
I shall change the wording of the Section to mean that the Agreement can be terminated upon failure by either party to fulfill their duties and obligations under the Agreement.
- Section 12: ENTIRE AGREEMENT
I find this Section one-sided to the extent that it only mentions you as the one having to understand the contents of the Agreement. I also find the Equipment Form very unfavorable because it contains provision s that I have discussed above as one-sided.
I shall change the wording to make sure the Section mentions both parties. It would be best if you also asked the DP to change the terms in their Equipment Form to follow the Agreement you shall send them.
In summary, the DP’s Contract is unfavorable and one-sided. I have provided you a contract that contains terms that are favorable to you. You should also request the DP to change the terms in the Equipment Form to make it applicable to the new Contract that I am drafting for you.
Regards!
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