Commercial Equipment Lease Agreement

Commercial Equipment Lease Agreement

This Commercial Equipment Lease Agreement ("Agreement") is made and entered into as of Effective Date: by and between Lessor: , an entity type: , with principal place of business at ; and Lessee: , an entity type: , with principal place of business at .

RECITALS

WHEREAS, Lessor is the owner of certain equipment and related accessories described in Schedule A attached hereto (the "Equipment"); and

WHEREAS, Lessee desires to lease the Equipment from Lessor and Lessor desires to lease the Equipment to Lessee on the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend by this Agreement to set forth their respective rights and obligations with respect to the lease and use of the Equipment.

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

1. DEFINITIONS

For the purposes of this Agreement, the following terms have the meanings set forth below:

(a) "Equipment" means the items identified in Schedule A and any replacements or additions thereto provided by Lessor. Schedule A contains the description, manufacturer, model, serial number and year of each leased item.

(b) "Lease Term" means the period commencing on the Commencement Date and continuing for the Term specified in Section 3, unless earlier terminated as provided herein.

2. LEASE OF EQUIPMENT

Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Equipment during the Lease Term, subject to the provisions of this Agreement. Title to the Equipment shall at all times remain with Lessor and Lessee shall have only a leasehold interest.

SCHEDULE A — DESCRIPTION OF EQUIPMENT

The Equipment to be leased is described below. Additional rows may be attached as necessary.

3. TERM; COMMENCEMENT; RENEWAL

The Lease Term shall commence on Commencement Date: and shall continue for a period of months unless earlier terminated in accordance with this Agreement. Renewal terms, if any, shall be as follows:

4. RENT; PAYMENT; SECURITY DEPOSIT

Lessee shall pay Lessor rent in the amount of per month, payable in advance on the day of each month to Lessor at the address for notices or at such other place as Lessor designates in writing. Lessee shall pay a security deposit in the amount of upon execution of this Agreement which may be applied by Lessor to unpaid rent or damages upon default.

If any installment is not paid within days after its due date, Lessee shall pay a late fee equal to plus interest at the lesser of the maximum legal rate or per annum.

5. DELIVERY; ACCEPTANCE; TITLE

Lessor shall deliver the Equipment to Lessee at the location specified by Lessee on or before the Commencement Date. Lessee shall inspect the Equipment upon delivery and shall have days to give written notice of any defect. Failure to timely notify Lessor shall constitute acceptance of the Equipment. Title to the Equipment shall remain vested in Lessor and Lessee shall not encumber the Equipment.

6. MAINTENANCE; REPAIRS

Lessee shall, at its sole cost and expense, maintain the Equipment in good operating condition and perform all routine maintenance and minor repairs. Lessee shall promptly notify Lessor of any condition requiring major repair. Major repairs shall be performed by parties acceptable to Lessor and paid by Lessee Lessor. Lessee shall not alter or modify the Equipment without Lessor's prior written consent.

7. INSURANCE; RISK OF LOSS

Lessee shall keep the Equipment insured against loss, theft, damage and liability arising from ownership or use of the Equipment with minimum limits of per occurrence and shall name Lessor as loss payee and additional insured. Lessee shall provide certificates of insurance evidencing compliance upon request.

Risk of loss or damage to the Equipment shall be borne by Lessee from the time of delivery until return to Lessor in accordance with this Agreement.

8. TAXES, FEES AND CHARGES

Lessee shall be responsible for and shall pay all sales, use, excise, ad valorem and other taxes, levies or charges (other than taxes on Lessor's net income) arising from the lease, possession, use or operation of the Equipment. Lessee shall promptly notify Lessor of any lien, levy or assessment affecting the Equipment.

9. INSPECTION; ACCESS

Lessor or its agents shall have the right, upon reasonable prior notice and during normal business hours, to inspect the Equipment at Lessee's premises. If Lessor reasonably believes the Equipment is at risk or being used in violation of this Agreement, Lessor may inspect without prior notice where permitted by law.

10. DEFAULT; REMEDIES

The following shall constitute Events of Default: (a) failure to pay rent or other amounts when due; (b) abandonment of the Equipment; (c) Lessee's insolvency, receivership or bankruptcy; (d) material breach of Lessee's obligations under this Agreement. Upon Event of Default, Lessor may, at its election and in addition to any other remedies available at law or equity, (i) declare all rent immediately due and payable, (ii) terminate Lessee's right to possession and repossess the Equipment without judicial process where permitted, (iii) recover damages, and (iv) exercise any other remedy available.

11. INDEMNIFICATION; LIMITATION OF LIABILITY

Lessee shall indemnify, defend and hold harmless Lessor and its affiliates from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of Lessee's possession, use, repair, storage, transportation or operation of the Equipment, except to the extent caused by Lessor's gross negligence or willful misconduct. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

12. ASSIGNMENT; SUBLETTING

Lessee shall not assign this Agreement or sublet the Equipment, in whole or in part, without Lessor's prior written consent, which consent shall not be unreasonably withheld. Any attempted assignment without that consent shall be void and constitute an Event of Default. Lessor may assign this Agreement without Lessee's consent and shall provide notice to Lessee of any such assignment.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered personally, by certified mail (return receipt requested), or 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.

14. AMENDMENT; WAIVER; COUNTERPARTS

No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties. No waiver of any breach shall constitute a waiver of any subsequent breach. 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 agreement.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to conflict of laws principles. This Agreement, including Schedule A, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16. MISCELLANEOUS

Lessee shall keep the Equipment free and clear of all liens and encumbrances, and shall not permit the Equipment to become subject to any levy or seizure. If any tax, assessment or fee becomes due as a result of Lessee's use or operation of the Equipment, Lessee shall pay such amounts and indemnify Lessor for any costs incurred as a result of nonpayment.

SIGNATURES

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