Equipment Gear Drive Template

EQUIPMENT GEAR DRIVE AGREEMENT

This Equipment Gear Drive Agreement (the Agreement) is entered into as of by and between:

Provider / Lender: ; Address:

Recipient / Borrower: ; Address:

WHEREAS

WHEREAS, Provider is the owner or authorized custodian of certain equipment and gear suitable for events, promotional drives, demonstrations, or other specified uses (the Equipment), and Provider desires to make such Equipment available to Recipient on the terms set forth herein;

WHEREAS, Recipient desires to obtain temporary possession and operational use of the Equipment for the purposes described below and agrees to return the Equipment in accordance with this Agreement; and

WHEREAS, the parties wish to set forth the scope, payment, insurance, confidentiality, and other material terms governing the Equipment, the parties' responsibilities, and related services.

SCOPE OF WORK

Provider will deliver, configure and, where specified, operate the Equipment for Recipient in connection with the following activities and venues:

EQUIPMENT SCHEDULE

The Equipment provided under this Agreement is listed below. Recipient acknowledges responsibility for the listed items while in Recipient's possession.

PAYMENT TERMS

Recipient shall pay Provider the fees set forth below for use, delivery, setup, and any ancillary services. Fees and payment schedule are mandatory and enforceable.

All payments are due in the currency specified in an invoice. Recipient is responsible for any collection costs, reasonable attorneys' fees, and interest as set forth above on overdue amounts.

TERM AND TERMINATION

This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period set forth above. Provider may immediately terminate if Recipient fails to maintain required insurance or damages Equipment through gross negligence or willful misconduct.

INSURANCE AND MAINTENANCE

Recipient shall, at its expense, maintain insurance covering the Equipment while in Recipient's possession, including comprehensive general liability and property insurance with limits not less than:

Recipient shall perform routine, non-structural maintenance as necessary to preserve the Equipment's operational condition and shall notify Provider promptly of any loss, theft, or damage.

CONFIDENTIALITY

Each party shall hold in confidence and not disclose to any third party any non-public information of the other party disclosed under this Agreement (Confidential Information). Confidential Information does not include information that is or becomes publicly known through no fault of the receiving party, is independently developed by the receiving party, or is rightfully obtained from a third party without restriction. The receiving party shall use Confidential Information solely for the performance of this Agreement and shall return or destroy such information upon request.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Recipient shall indemnify, defend and hold harmless Provider and its officers, employees and agents from and against any claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of Recipient's use, possession, operation or maintenance of the Equipment, except to the extent caused by Provider's gross negligence or willful misconduct. Except for liability arising from gross negligence or willful misconduct, neither party shall be liable for indirect, incidental, consequential, or punitive damages.

NOTICES

All notices under this Agreement must be in writing and delivered to the addresses set forth above or to such other addresses as the parties may specify in writing. Notices are effective upon receipt.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. Venue for any dispute shall lie in the appropriate courts of that jurisdiction.

ENTIRE AGREEMENT

This Agreement, including the Equipment Schedule and any written attachments or amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, proposals, representations, and communications, whether oral or written. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign for financing or security purposes.

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