[INSERT NAME OF YOUR
COMPANY]
EQUIPMENT LEASE
AGREEMENT
This EQUIPMENT LEASE AGREEMENT (this “Agreement”) is entered into effective as
of the [insert date] (the “Effective Date”) by and between the [insert the name of your
Company] whose principal place of business is at [insert physical address of your
company] PO Box XXXX (the “Lessor”) and [insert name of the
client], whose address for the purposes of this agreement is at [insert client’s 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 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], which shall
commence on the Effective Date and shall, unless terminated earlier as provided in this
Agreement, terminate on [insert termination 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. 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.
5. 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.
6. 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.
7. Permits. Lessee shall obtain all permits and licenses necessary, if any, 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.
8. Utility Charges. Lessee shall pay all charges for gas, water, steam,
electricity, light, heat, power, telephone or other utility service to be used on or in
connection with the Equipment, including charges for installation of such services. There
shall be no abatement or diminution of rent due to the interruption of any such services.
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. In the event the Lessor provides shipping instructions to Lessee, Lessee
shall comply with such shipping instructions.
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’
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 Georgia 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 Norcross, Georgia.
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
LESSOR LEASEE
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]
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