EQUIPMENT LEASE AGREEMENT
This EQUIPMENT LEASE AGREEMENT (this “Agreement”) is entered into effective
as of the day of , 2022 (the “Effective Date”) by and between [insert name of the leasing
company], whose place of business is at [insert address of the leasing company] (“Lessor”) and
[insert the name of your start-up company and address] (the “Lessee”). The Lessor and Lessee
may each be individually referred to herein as a “Party” and collectively as the “Parties.”
WHEREAS, the Lessor is the owner of certain Rig (the “Equipment”) described in
Section 1 of this Agreement; and
WHEREAS, Lessee desires to lease the Equipment from the Lessor and the Lessor agrees
to lease the Equipment to Lessee under the terms and conditions set forth in this Agreement.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants
contained in this Agreement, the receipt and sufficiency of which is hereby acknowledged, the
Parties agree as follows:
1. Equipment. The Lessor hereby leases to Lessee and Lessee hereby leases from
the Lessor that certain equipment (the “Equipment”), as fully described in Exhibit A, attached
hereto and incorporated herein by reference.
2. Term. This Agreement shall be for a term of [insert period] months, which shall
commence on the Effective Date and shall, unless terminated earlier as provided in this
Agreement, terminate on [insert date] (the “Term”).
3. Rental Payment. As rent for the Equipment, Lessee shall pay to the Lessor, the
rental payments set forth per the payment schedule (the “Payment Schedule”) set forth in Exhibit
B, attached hereto and incorporated herein by reference. The first rental payment shall become
due and payable as of the Effective Date. Rental payments shall be made to the Lessor at the
address set forth herein or such other address as the Lessor requests in writing.
4. Security Deposit. To secure performance of Lessee’s obligations under this
Agreement, Lessee shall pay to the Lessor the sum of and no/100 Dollars
($ ) as a security deposit (the “Security Deposit”). Upon the return of the
Equipment to the Lessor in good working order, without damage, the Lessor shall refund the
Security Deposit to the Lessee.
5. Taxes. Lessee shall pay all sales, use, excise, personal property or other taxes
(excepting state and federal income taxes and other taxes upon the “net income” of the Lessor)
that may be imposed on either Party as a result of this transaction. Lessee shall indemnify,
defend and hold the Lessor, its regents, employees, and agents harmless from all liabilities, suits,
judgments, obligations, fines, penalties, claims, costs, and expenses (including reasonable
attorneys’ fees) arising out of the imposition of, or attempt to impose, any such tax on the Lessor.
6. Maintenance. Throughout the Term, Lessee shall provide for the service, repair
and maintenance of the Equipment, at Lessee’s sole expense, so as to keep the Equipment in as
good condition, repair, appearance and working order as when delivered to Lessee hereunder,
ordinary wear and tear excepted. Lessee shall, at Lessee’s sole expense, replace any and all parts
and devices which may from time to time become worn out, lost, stolen, destroyed, damaged
beyond repair, or rendered unfit for use for any reason whatsoever. All such replacement parts,
mechanisms, and devices shall be free and clear of liens, encumbrances, and rights of others and
shall become the property of the Lessor and shall be covered by this Agreement to the same
extent as the Equipment originally covered by this Agreement.
7. Use of Equipment. Lessee shall exercise due care in its operation, use and
maintenance of the Equipment. Lessee shall not use, and shall not permit others to use, the
Equipment in any manner that would contravene applicable laws, rules, regulations and other
governmental directives, would violate the terms of any manufacturer’s or like warranty, or
would contravene the manufacturer’s reasonable operational standards for the Equipment. If the
Lessor notifies Lessee of any additional operational standards, Lessee shall adhere, and shall
cause others using the Equipment under this Agreement to adhere, to such standards in the
operation of the Equipment. Lessee shall not alter or modify the Equipment without the prior
written consent of the Lessor. Lessee agrees that only qualified employees of Licensee shall
operate the Equipment.
8. Permits. Lessee shall obtain all permits and licenses necessary for the installation,
operation, possession and use of the Equipment. Lessee shall comply with all laws, rules,
regulations and other governmental directives applicable to the installation, use, and operation of
the Equipment and, if compliance with such law, rule, regulation or other governmental directive
requires changes or additions to be made to the Equipment, such changes or additions shall be
made by Lessee at Lessee’s sole cost and expense upon the Lessor’s written approval of the
same.
9. Default; Remedies. If (a) Lessee shall default in the payment of any rent or in
making any other payment hereunder when due, or (b) Lessee shall default in the payment when
due of any indebtedness of Lessee to the Lessor arising independently of this Agreement, or
(c) Lessee shall default in the performance of any other covenant herein and such default shall
continue for five days after written notice to Lessee by the Lessor, or (d) Lessee becomes
insolvent or makes an assignment for the benefit of creditors, or (e) Lessee applies for or
consents to the appointment of a receiver, trustee, or liquidator of Lessee or of all or a substantial
part of the assets of Lessee under the Bankruptcy Act, or any amendment thereto or under any
other insolvency law or law providing for the relief of debtors, then, if and to the extent
permitted by law, the Lessor shall have the right to exercise any one or more of the following
remedies:
(i) To declare the entire amount of rent hereunder immediately due and payable as to
any or all items of the Equipment, without notice or demand to Lessee;
(ii) To sue for and recover all rents, and other payments, then accrued or thereafter
accruing, with respect to any or all items of the Equipment;
(iii) To take possession of any or all items of the Equipment without demand, notice,
or legal process, wherever they may be located. Lessee hereby waives any and all
damages occasioned by such taking of possession. Any said taking of possession
shall not constitute a termination of this Agreement as to any or all items of
Equipment unless the Lessor expressly so notifies Lessee in writing;
(iv) To terminate this Agreement as to any or all items of Equipment; and
(v) To pursue any other remedy at law or in equity.
All such remedies are cumulative and may be exercised concurrently or separately.
10. Termination. The Lessor may terminate this Agreement at any time upon thirty
(30) days’ prior written notice to Lessee.
11. Return of Equipment. Upon termination of this Agreement, Lessee, at is sole cost
and expense, shall promptly deliver the Equipment to the Lessor at the Lessor’s address set forth
below. Lessee shall be liable to the Lessor for the fair market value of the Equipment,
determined as of the date of this Agreement, unless Lessee shall return the Equipment to the
Lessor within five (5) business days after termination of this Agreement, in good working order,
reasonable wear and tear excepted. Lessee shall be responsible for any damage to the
Equipment in shipping the Equipment back to the Lessor
12. Insurance. Lessee hereby acknowledges and agrees that its assumption of loss of
the Equipment shall attach upon the earlier of (i) Lessee’s receipt of the Equipment, or (ii) upon
the Lessor’s delivery of the Equipment to a common carrier for transporting to Lessee (the
“Equipment Acceptance Date”). Lessee shall, at its sole expense, obtain and maintain
throughout the Term general commercial liability insurance against claims for bodily injury,
death and property damage with limits of not less than One Million Dollars ($1,000,000) per
occurrence and Three Million Dollars ($3,000,000) general aggregate, to cover such liability
caused by, or arising out of activities of the Lessee and/or Lessee’s employees with respect to the
Equipment. All such certificates evidencing such insurance shall name the Board of Regents of
the Lessor of Nebraska as an additional insured. Lessee represents that it has workers’
compensation insurance to the extent required by law. Lessee agrees to furnish proof of all such
insurance to the Lessor upon request.
13. Damage. Lessee shall be responsible for any loss of or damage to the
Equipment from any cause at all, whether or not insured, from the Equipment Acceptance Date.
If the Equipment is lost, stolen or damaged, Lessee will promptly notify the Lessor of such event.
In no event shall such loss or damage relieve Lessee of its obligations under this Agreement. In
the event of such loss or damage, Lessee, at its option, shall: (i) promptly repair the Equipment to
return it to good working order; or (ii) replace the Equipment with like Equipment of the same or
later model (upon the Lessor’s written approval), in good condition and working order, free and
clear of all liens and encumbrances and grant the Lessor the right to perfect its security interest in
the replacement Equipment and such replacement shall be substituted in this Agreement by
appropriate amendment; or (iii) pay the Lessor the replacement value, per Exhibit A, less any
rental payments previously paid.
14. Indemnification. Lessee shall indemnify, defend and hold the Lessor and its
regents, employees, students, agents and contractors harmless from all losses, liabilities, actions,
suits, judgments, obligations, fines, penalties, claims, costs and expenses (including reasonable
attorneys’ fees and investigative fees) arising out of the rental of the Equipment and all acts and
omissions related thereto.
15. Security Interests in the Equipment. In no event shall Lessee assert any
ownership interest in or to the Equipment. Lessee shall not grant or permit any person or
business entity to assert a security or other interest in the Equipment. At all times during the
Term, Lessee shall ensure that the Equipment is identified as being owned by the Lessor.
16. Limitations of Damages and Remedies. Even if advised of the possibility of such
damages, in no event shall the Lessor be liable for (i) personal injury or property damages, or
(ii) lost profits, work stoppage, lost data, or any other special, indirect or consequential damages
of any kind. In the event of the Lessor’s breach or failure to perform any obligation under this
Agreement, the Lessor’s entire liability and the Lessee’s exclusive remedy shall be, at the
Lessor’s option, either (i) return of the monetary consideration paid to the Lessor under this
Agreement, or (ii) the Lessor’s performance of any obligation that failed to satisfy the terms of
this Agreement, including the repair of any damaged or defective Equipment.
17. Disclaimer of Warranties. The Lessor disclaims and excludes all warranties,
express and implied, including, but not limited to, the implied warranties of merchantability and
fitness for a particular purpose, concerning the Equipment leased under this Agreement. The
Parties acknowledge and agree the Equipment shall be leased and accepted “AS IS” with all
defects.
18. Personal Property. The Equipment is and shall at all times be and remain
personal property, notwithstanding that the Equipment, or any part thereof, may now be or
hereafter become in any manner affixed or attached to or embedded in or permanently rested
upon real property or any building thereon or attached in any manner to what is permanent by
any means of cement, plaster, nails, bolts, screws or otherwise.
19. General Provisions.
19.1 Entire Agreement; Amendment. This Agreement (including all attached or
referenced exhibits, addenda and schedules) is intended by the Parties as the final
and binding expression of their agreement and as the complete and exclusive
statement of its terms. This Agreement cancels, supersedes and revokes all prior
negotiations, representations and agreements between the Parties, whether written
or oral, relating to the subject matter of this Agreement. The terms and conditions
of any purchase order or similar document submitted by Lessee in connection with
this Agreement shall not be binding upon the Lessor. This Agreement may be
amended only in writing duly executed by all Parties.
19.2 Assignment. This Agreement may not be assigned by a Party without the prior
written consent of the other Party. Any assignment attempted to be made in
violation of this Agreement shall be void. In the event of any assignment, Lessee
shall remain responsible for its performance and liable for assignee’s performance.
19.3 Force Majeure. No Party to this Agreement shall be responsible for any delays or
failure to perform any obligation under this Agreement due to acts of God, strikes
or other disturbances, including, without limitation, war, insurrection, embargoes,
governmental restrictions, acts of governments or governmental authorities, and
any other cause beyond the control of such party. During an event of force
majeure, the Parties’ duty to perform obligations shall be suspended.
19.4 Governing Law; Consent to Jurisdiction. The internal laws of the state of Nevada
shall govern the validity, construction and enforceability of this Agreement,
without giving effect to its conflict of laws principles. All suits, actions, claims and
causes of action relating to the construction, validity, performance and enforcement
of this Agreement shall be in the courts of Henderson County, Nevada.
19.5 Independent Contractor. In the performance of their obligations under this
Agreement, the Parties shall be independent contractors, and shall have no other
legal relationship, including, without limitation, joint venturers, or employees.
Neither Party shall have the right or power to bind the other Party and any attempt
to enter into an agreement in violation of this section shall be void.
19.6 Notices. All notices, requests and other communication that a Party is required or
elects to deliver shall be in writing and shall be delivered personally, or by
facsimile (provided such delivery is confirmed), or by a recognized overnight
courier service or by United States mail, first-class, certified or registered, postage
prepaid, return receipt requests, to the other Party at its address set forth
hereinabove.
19.7 Severability. If one or more provisions of this Agreement, or the application of any
provision to any Party or circumstance, is held invalid, unenforceable, or illegal in
any respect, the remainder of this Agreement and the application of the provision to
other Parties or circumstances shall remain valid and in full force and effect.
19.8 Non-Waiver of Defaults. Any failure of the Lessor at any time, or from time to
time, to enforce or require the strict keeping and performance of any of the terms
and conditions of this Agreement, or to exercise a right hereunder, shall not
constitute a waiver of such terms, conditions or rights, and shall not affect or impair
the same, or the right of the Lessor to avail itself same.
19.9 Section Headings. All section headings are for convenience of reference only and
are not intended to define or limit the scope of any provision of this Agreement.
19.10 Execution. This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original, but all together shall constitute but one
and the same Agreement.
IN WITNESS WHEREOF, the Parties have entered into this Agreement, effective as of the
Effective Date set forth above.
LESSOR LESSEE
By:
Name:
Title:
By:
Name:
Title:
EXHIBIT A
EQUIPMENT
[List all items of equipment and replacement value of each]
EXHIBIT B
PAYMENT SCHEDULE
[Insert payment schedule and total payment amount]The revision you attached is a new document which you want me to respond to it. Its a 20 page document and needs to be responded line to line. Its a lot of work and i have been struggling with it daily. Please consider adding more time and amount