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Equipment Sublease of Keyholder Agreement This Equipment Sublease is made on __________________ (date) , by and between __________________________ (Name of Sublessor) , a corporation organized and existing under the laws of the state of _________________, with its principal office located at ____________________________________________________________________________ (street address, city, county, state, zip code) , referred to herein as Sublessor , and _________________________ (Name of Sublessee/Keyholder) , a corporation organized and existing under the laws of the state of ________________, with its principal office located at ____________________________________________________________________________ (street address, city, county, state, zip code) , referred to herein as Sublessee. Whereas, _____________________ (Name of the Master Lessor) is the owner of (give brief description of the Equipment to be subleased and the Key) _______________ ____________________________________________________________________________ ________________________________________________________________________; and Whereas, ______________________ (Name of the Master Lessor) , hereinafter called the Lessor , has leased the Equipment to Sublessor; and Whereas, Sublessee desires to sublease the Equipment from Sublessor, pursuant to the terms of this Agreement. Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Sublessor grants to Sublessee a limited nonexclusive, nontransferable sub-license to use the Key, the use of which Sublessor licenses from Lessor, which Key is necessary for the use and operation of the Equipment. 2. Term The term of this Sublease shall be for a period of ____________ (number of months or years) , commencing on the ________________ (date) and ending on ________________ (date) , unless terminated earlier or extended pursuant to the provisions of this Sublease. If Sublessee is not in default upon the expiration of this Sublease, the Sublessee shall have the option to renew this Sublease for a similar term on such terms as the Parties may agree at the time of such renewal. 3. Representations and Warranties A.Sublessee agrees to comply with the Rules and Regulations relating to the use of the Key, a copy of which are attached hereto as Exhibit A , and Sublessee agrees to maintain the security of the Equipment and the personal identification number of each piece of Equipment to prevent the use of the Equipment by unauthorized persons. B. Sublessee further agrees that neither the Key, nor any other product used in connection with the Key or Equipment is a security system. The Key is a marketing convenience key-control system, and as such, any loss of Equipment or disclosure of personal identification numbers compromises the integrity of the use of the Equipment, and Sublessee agrees to use its best efforts to ensure the confidentiality and integrity of all components of the Equipment and Key. C. Sublessee understands that, in order to make the Key and Equipment available to Sublessee, Sublessor and Lessor entered into a Master Sublease that provides the terms under which Lessor will provide the Service to Sublessor. Sublessee understands that, if the Master Sublease is terminated for any reason during the term of this Sublease, this Sublease will terminate. D. In the Master Sublease, Lessor has reserved the right to discontinue any item of Equipment used in connection with the Lease. If Lessor discontinues any item of Equipment, the Equipment subleased hereunder shall continue to be completely compatible with and shall function with the Key. 4. Title and Use The Key, including all its components, and the Equipment, are and shall at all times remain the property of Master Lessor. All additions, attachments, replacement parts and repairs to the Equipment, and any replacements shall become part of the Equipment and shall, without further act, become the property of Lessor. The software and all applicable rights in patents, copyrights, trade secrets, and trademarks are and shall at all times remain the property of Lessor 5. Payments A.During the term of this Sublease, Sublessee shall pay to Sublessor rental of $__________ per year for the use of the Equipment and Key. If the Sublessee fails to pay when due, any rent or any other charges or amounts payable by Sublessee to Sublessor hereunder, the Sublessee shall be charged interest of _____% per month, on such unpaid sum as calculated from the due date to the actual payment date. B. Sublessee shall pay to Sublessor a system fee of $__________ per year. C. Payments of the rent and system fee shall be paid in increments of $_________ per month on the ____ day of each month beginning __________________ (date) . 6. Risk of Loss No loss, damage or destruction to the Equipment shall relieve Sublessee of any obligation under this Sublease, except to the extent any such loss, damage or destruction is directly caused by the negligence of Sublessor. 7. Return of Equipment At the expiration of the Term, Sublessee, at Sublessee's expense and risk, shall immediately return or cause the return to Sublessor, to such location as Sublessor shall specify, all of the Equipment and the Key with all and any components that have been subleased to Sublessee pursuant to this Sublease. The Equipment, the Key and all components used in connection with the Equipment shall be returned in good condition, repair and working order, ordinary wear and tear excepted. 8. Sublessor's Right of Inspection Sublessor shall have the right, upon prior written notice to Sublessee, to inspect the Equipment during Sublessee's normal business hours. 9. Confidentiality The terms of this Sublease, and the existence of the transaction contemplated by this Sublease, are and shall remain confidential and shall not be disclosed to any third party without the prior written consent of all parties to this Sublease; provided, however, that this Sublease may be transmitted to the respective principals, officers, directors and counsel of the parties and to such third parties, including sources of financing, as are necessary for the consummation of this transaction. Sublessee agrees that it will not disclose the terms of this Sublease or the existence of this transaction to any third party for any purpose other than to further the consummation of this transaction, including without limitation, for the purpose of seeking offers for other properties. Any press release or other publicity concerning the transaction contemplated by this Sublease shall be subject to the prior written approval of both Sublessor and Sublessee. 10. Default. The occurrence of one or more of the following shall constitute a default of this Sublease: A.The failure to make a required payment under this Sublease when due including, but not limited to, rentals, service fees, interest charges, sums due as an indemnity, excess item expenses, or other charges, as and when due; B. The breach or violation by the Sublessee of any term, covenant, promise, agreement, representation, or warranty of this Sublease; C. The insolvency or bankruptcy of the Sublessee; D. Subjection of any of Sublessee property to any levy, seizure; or E.Any default, breach, or violation of or under any debenture, bond, or evidence of indebtedness of the Sublessee. 11. Rights of Sublessor upon Default Upon the occurrence of any event of default, the Sublessor shall have the right without notice or demand to terminate this Sublease and take possession of the Equipment and Key, in addition to any other rights afforded to the Sublessor by law. The Sublessee shall not be released from paying damages sustained by Sublessor upon such termination. If upon any termination of this Sublease the Sublessee fails or refuses to deliver the Key or Equipment to the Sublessor, the Sublessor shall have the right to enter the Sublessee’s premises and retake possession of the Equipment and Key without legal process. Sublessee releases any claim or right of action for trespass or damages caused by the Sublessor’s entry and repossession. Sublessee expressly waives all further rights to possession of the Equipment and Key and/or and all claims for injury suffered through or loss caused by the repossession. All of Sublessor's remedies are cumulative and may be exercised concurrently or separately. 12. Indemnity Sublessee shall indemnify Sublessor against all losses, damages, claims, suits, actions, costs, expenses, obligations, disbursements, including legal expenses, incurred by the other party in any way connected to the use or possession of the Equipment and /or Key during the term of this Sublease. 13. Successors and Assigns All references in this Sublease to the Parties shall be deemed to include, as applicable, a reference to their respective successors and assigns. The provisions of this Sublease shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties. 14. Severability The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 15. No Waiver The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 16. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of ______________. 17. Notices Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. 18. Attorney’s Fees In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees. 19. Mandatory Arbitration Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. 20. Entire Agreement This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 21. Modification of Agreement Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 22. Assignment of Rights The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. 23. In this Agreement, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine. WITNESS our signatures as of the day and date first above stated. __________________________ ___________________________ (Name of Sublessor) (Name of Sublessee) By:____________________________ By:____________________________ __________________________ __________________________ (Printed name & Office in Corporation) (Printed name & Office in Corporation) ____________________________________________________ (Signature of Officer) (Signature of Officer)