Bailment Agreement Template

BAILMENT AGREEMENT

This Bailment Agreement (the Agreement) is entered into effective as of by and between Bailor Name: with address (Bailor), and Bailee Name: with address (Bailee).

Recitals

WHEREAS, Bailor is the lawful owner or lawful custodian of certain goods and personal property described below and desires to transfer possession of such property to Bailee for the limited purpose and term specified herein; and

WHEREAS, Bailee has the capacity and agrees to receive, hold, and safeguard the property on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the care, custody, use, and return of the property.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Description of Property

1.1 The property subject to this bailment (the Property) is described as follows:

1.2 Accessories, keys, identification numbers and any existing defects or damage are described in the attached inventory or, if no separate inventory is attached, as noted here:

2. Bailment Type and Purpose

2.1 The parties acknowledge that this bailment is for the following purpose (check applicable):

Storage Repair/Maintenance Transportation Other:

3. Term and Delivery

3.1 Term. The bailment commences on and shall continue until , unless earlier terminated in accordance with this Agreement.

3.2 Delivery. Bailor shall deliver the Property to Bailee at on or before . Bailee shall provide a signed receipt acknowledging physical possession.

4. Standard of Care; Use

4.1 Standard of Care. Bailee shall exercise reasonable care in the custody and control of the Property and shall use at least the degree of care that Bailee uses with respect to similar property of its own. Bailee shall not be an insurer of the Property.

4.2 Use Restrictions. Except as expressly authorized in writing by Bailor, Bailee shall not use the Property for any purpose other than the purpose set forth in Section 2.1. Any authorized use that results in damage shall be at Bailee's risk.

5. Fees, Charges and Security

5.1 Payment Terms. Fees and any charges for storage, handling, repair, or late return shall be paid by Bailor in accordance with the schedule set forth above. Unpaid amounts shall bear interest at a rate of from the due date until paid.

6. Insurance

6.1 Required Insurance. Bailee shall, at its expense, maintain insurance policies covering the Property with limits sufficient to cover replacement value and naming Bailor as an additional insured or loss payee as appropriate. Bailee shall provide proof of such insurance upon request.

7. Liability, Indemnification and Risk of Loss

7.1 Risk of Loss. Except to the extent caused by Bailee's gross negligence or willful misconduct, the risk of loss or damage to the Property shall remain with Bailor during the term of this Agreement. Bailee shall be liable for loss or damage resulting from Bailee's gross negligence or willful misconduct.

7.2 Indemnification. To the fullest extent permitted by law, each party agrees to indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, costs, liabilities or expenses (including reasonable attorneys' fees) arising out of that party's breach of this Agreement, negligence, or willful misconduct in connection with the Property.

8. Inspection and Records

8.1 Inspection. Bailor or Bailor's authorized representative shall have the right to inspect the Property upon reasonable prior notice to Bailee during Bailee's regular business hours.

8.2 Records. Bailee shall maintain records of receipt, storage, maintenance and disposition of the Property and shall make such records available to Bailor upon reasonable request.

9. Return of Property

9.1 Return. Upon expiration or termination of this Agreement, Bailee shall, at Bailee's cost, return the Property to Bailor at or deliver as otherwise directed by Bailor, in substantially the same condition as received, ordinary wear and tear excepted.

9.2 Failure to Return. If Bailor fails to retrieve the Property within days after notice of availability, Bailee may store, sell, or otherwise dispose of the Property in accordance with applicable law and shall apply proceeds to outstanding charges.

10. Default and Remedies

10.1 Default. The occurrence of any of the following shall constitute an event of default: (a) failure to pay any amount when due; (b) material breach of any covenant or obligation under this Agreement; or (c) insolvency, assignment for creditors, or appointment of a receiver.

10.2 Remedies. Upon default, the non-defaulting party shall have all remedies available at law or in equity, including without limitation the right to terminate this Agreement, pursue damages, take possession of the Property, and seek injunctive relief. Remedies shall be cumulative and not exclusive.

11. Notices

All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by certified mail, return receipt requested, or sent by nationally recognized overnight courier to the addresses set forth below or to such other address as either party may designate by notice to the other.

12. Amendments; Waiver; Counterparts

12.1 Amendments. This Agreement may be amended, modified or supplemented only by a written instrument executed by both parties.

12.2 Waiver. No waiver by either party of any breach or default shall be deemed to be a waiver of any preceding or subsequent breach or default.

12.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted electronically or by facsimile shall be deemed binding for all purposes.

13. Governing Law; Entire Agreement; Severability

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

13.2 Entire Agreement. This Agreement, including any written attachments or inventory references, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties, whether written or oral.

13.3 Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the parties shall negotiate in good faith a substitute valid provision that most nearly effects the parties' original intent.

14. Miscellaneous

14.1 Relationship of Parties. The parties are independent and nothing contained herein shall be deemed to create a partnership, joint venture, agency, or employment relationship between them.

14.2 Assignment. Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld.

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