Equipment Location Agreement

Equipment Location Agreement

This Equipment Location Agreement (the Agreement) is entered into as of Effective Date: by and between Owner Name: and Location Host Name: .

RECITALS

WHEREAS, Owner represents that it is the lawful owner or authorized custodian of the equipment described herein and has the right to place such equipment at a third-party location; and

WHEREAS, Host controls or manages the premises where the equipment will be located and is willing to permit placement subject to the terms, conditions and consideration set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, responsibilities, payment and other terms governing the placement, operation, maintenance and removal of the equipment as set forth below.

SCOPE OF WORK

EQUIPMENT DETAILS

Anticipated Installation Date:   Anticipated Removal Date:

PAYMENT TERMS

Host shall pay Owner a fee for the location and operation of the equipment as set forth below. Unless otherwise agreed in writing, payments shall be due in accordance with the schedule and subject to late fees identified herein.

Late Payment: If any undisputed payment is not received within days after the due date, Host shall pay a late fee of % of the overdue amount or a flat fee of , whichever is greater.

TERM AND TERMINATION

Term: This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than days prior to the effective termination date. Either party may terminate immediately for material breach that remains uncured for a period of 15 days after written notice of breach.

CONFIDENTIALITY

Each party agrees that it shall keep confidential all non-public information of the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that is or becomes publicly available through no fault of the receiving party; is rightfully received from a third party without restriction; or is independently developed by the receiving party without use of the disclosing party’s Confidential Information.

The receiving party shall use Confidential Information only to exercise its rights and perform its obligations under this Agreement and shall not disclose Confidential Information to any third party except with the prior written consent of the disclosing party or as required by law, provided that the receiving party gives prompt notice and cooperates with the disclosing party to seek protective measures.

The parties acknowledge and agree to the confidentiality obligations set forth above.

INSURANCE AND LIABILITY

Owner shall maintain commercial general liability and property insurance covering the equipment and its operations, with minimum limits of , and shall provide a certificate of insurance to Host upon request.

Host requires receipt of certificate prior to installation.

Except for willful misconduct or gross negligence, each party’s liability to the other arising out of this Agreement shall be limited to direct damages not to exceed the total fees paid under this Agreement in the twelve (12) months preceding the claim. Neither party shall be liable for consequential, incidental, special or punitive damages.

MAINTENANCE, REPAIRS AND ACCESS

Owner shall be responsible for routine maintenance and repairs necessary to keep the equipment in good working order, unless otherwise specified. Host shall permit reasonable access to the equipment for installation, inspection, maintenance and removal upon prior written notice, except in emergencies.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys’ fees) arising out of the indemnifying party’s negligence, willful misconduct or breach of this Agreement, subject to the liability limitations set forth herein.

TAXES, FEES AND COMPLIANCE

Each party shall be responsible for its own taxes arising from performance under this Agreement. Host shall be responsible for any taxes, assessments or fees imposed by governmental authorities solely as a result of the equipment being located on Host’s premises, except where levied on Owner’s personal property.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

ENTIRE AGREEMENT

This Agreement, together with any attachments or exhibits expressly incorporated in writing, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

NOTICES

All notices, consents or other communications required or permitted hereunder shall be in writing and delivered to the addresses set forth below or to such other address as a party designates by written notice.

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