Business Tools and Equipment Format

Business Tools and Equipment Format

This Business Tools and Equipment Agreement (the Agreement) is entered into as of by and between:

Provider Name:   Provider Address:

Recipient Name:   Recipient Address:

RECITALS

WHEREAS, Provider owns, leases, or has lawful custody of certain business tools, equipment and related accessories described in the Equipment Schedule attached hereto; and

WHEREAS, Recipient requires the use of the tools and equipment for its business operations and desires to obtain possession of such items on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth the scope, payment, maintenance, confidentiality, and other material terms governing possession and use of the tools and equipment.

SCOPE OF WORK

EQUIPMENT SCHEDULE

The following is an itemized schedule of tools and equipment that are the subject of this Agreement. Additional pages or attachments containing serial numbers, manufacturer information, and photographs may be appended and are incorporated by reference when initialed by both parties.

PAYMENT TERMS

Consideration: In exchange for the provision and permitted use of the equipment, Recipient shall pay Provider the amounts and according to the schedule set forth below.

Late Payment: Payments not received within days after the due date shall accrue interest at the rate of or the maximum rate permitted by law, whichever is lower. Recipient is responsible for all collection costs and reasonable attorneys' fees incurred by Provider in enforcing payment obligations.

TERM AND TERMINATION

Term: The term of this Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Agreement upon written notice delivered at least days prior to the intended termination date.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after written notice specifying the breach.

MAINTENANCE, RISK OF LOSS, AND INSURANCE

Maintenance and Repairs: Recipient shall at its expense perform routine maintenance and shall promptly notify Provider of any damage, malfunction, or loss. Major repairs require prior written authorization from Provider unless necessary to prevent further loss or safety hazards.

Risk of Loss: Risk of loss or damage to the equipment shall pass to Recipient upon delivery and shall remain with Recipient during the term of use. Recipient shall return equipment in substantially the same condition as received, ordinary wear and tear excepted.

Insurance: Recipient shall maintain insurance coverage sufficient to cover replacement value of the equipment and shall provide proof of such insurance upon Provider's request.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive confidential, proprietary, or trade secret information of the other party ("Confidential Information"). Each party shall keep Confidential Information confidential, shall use it only for the performance of this Agreement, and shall not disclose it except to its employees, agents, or contractors who need to know and who are bound by confidentiality obligations at least as restrictive as those set forth herein. Confidential Information does not include information that is publicly known, independently developed, or required to be disclosed by law.

INDEMNIFICATION

Recipient shall indemnify, defend and hold harmless Provider and its officers, directors and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of Recipient's use, possession, or maintenance of the equipment, except to the extent resulting from Provider's gross negligence or willful misconduct.

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. Venue for any litigation arising under this Agreement shall be in the state and federal courts located within that state.

ENTIRE AGREEMENT

This Agreement, including the Equipment Schedule and any attachments executed by the parties, constitutes the entire agreement between Provider and Recipient with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings. Any amendment or modification must be in writing and signed by an authorized representative of each party.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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