Legal Cooler Agreement

LEGAL COOLER AGREEMENT

This Legal Cooler Agreement ("Agreement") is made and entered into as of by and between Provider Name: with principal address at Provider Address: (hereinafter "Provider"), and Recipient Name: with principal address at Recipient Address: (hereinafter "Recipient"). Provider and Recipient are each a "Party" and together the "Parties."

Recitals

WHEREAS, Provider is the owner or lawful custodian of the refrigeration equipment described below and is willing to provide temporary use, lease, or license of such equipment on the terms set forth herein; and

WHEREAS, Recipient desires the temporary use of such refrigeration equipment for the operation of its business or event and agrees to accept responsibility for the equipment in accordance with the terms of this Agreement; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to delivery, use, maintenance, insurance, indemnity, and return of the equipment.

NOW THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Equipment

1.1 Description. Provider agrees to provide the following refrigeration unit(s) (collectively, the "Cooler"): .

1.2 Accessories. The Cooler includes accessories and spare parts as listed:

2. Grant; Term

2.1 Grant. Provider hereby grants Recipient the non-exclusive right to possess and use the Cooler on the terms of this Agreement for the Term specified in Section 2.2. Title to the Cooler remains with Provider at all times.

2.2 Term. The initial term commences on and terminates on unless earlier terminated under this Agreement. The term may be extended only by a written amendment executed by both Parties.

3. Fees, Payment and Security

3.1 Fees. Recipient shall pay Provider fees in the amount of per . Fees are due in advance according to the invoice and payment schedule agreed by the Parties.

3.2 Security Deposit. Recipient shall pay a security deposit of to secure performance of Recipient's obligations. Provider may apply deposit toward unpaid fees, repair costs for damage beyond ordinary wear and tear, or other amounts owed.

3.3 Late Payment. Any late payment shall accrue interest at or the maximum permitted by law, whichever is less, from the date due until paid.

4. Delivery, Installation and Acceptance

4.1 Delivery. Provider shall arrange for delivery of the Cooler to the location specified by Recipient at Delivery Address: on or about .

4.2 Installation. Installation required: . If installation is required, installation cost: shall be paid by .

4.3 Acceptance. Recipient shall inspect the Cooler upon delivery and notify Provider within days of any defects or nonconformity. Failure to provide timely notice constitutes acceptance.

5. Maintenance and Repairs

5.1 Routine Maintenance. Routine maintenance (cleaning, filter checks) shall be performed by at the expense of .

5.2 Repairs. Recipient shall promptly notify Provider of any malfunction. Provider shall repair or replace defective parts caused by normal use. Repairs required due to misuse, neglect, unauthorized modification, or accident shall be paid by Recipient.

6. Title; Risk of Loss

6.1 Title. Title to the Cooler remains vested in Provider at all times. Recipient acquires only a right to possess and use the Cooler during the Term.

6.2 Risk of Loss. Risk of loss, theft, or damage shall pass to Recipient upon delivery and shall remain with Recipient until the Cooler is returned to Provider in accordance with Section 10, except for loss or damage caused solely by Provider's gross negligence or willful misconduct.

7. Insurance

7.1 Insurance Requirements. During the Term, Recipient shall maintain, at its expense, insurance covering the Cooler for property damage and loss with limits not less than and commercial general liability insurance with limits not less than per occurrence, and shall name Provider as an additional insured or loss payee as applicable.

8. Indemnity and Liability

8.1 Indemnity. Recipient shall indemnify, defend and hold harmless Provider, its officers, agents and employees from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of Recipient's possession, use, operation, maintenance, or return of the Cooler, except to the extent caused by Provider's gross negligence or willful misconduct.

8.2 Limitation of Liability. Except for liability arising from gross negligence or willful misconduct, in no event shall either Party be liable to the other for incidental, consequential, punitive or special damages. Provider's aggregate liability with respect to any claim arising under or related to this Agreement shall not exceed the total fees paid by Recipient under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

9. Default and Remedies

9.1 Events of Default. The following constitute Events of Default: (a) failure to pay fees or charges within days after written notice; (b) abandonment or unauthorized assignment; (c) failure to maintain required insurance; or (d) material breach of any other obligation under this Agreement that remains uncured for days following written notice.

9.2 Remedies. Upon an Event of Default, the non-defaulting Party may pursue all remedies available at law or equity, including immediate repossession of the Cooler, recovery of unpaid fees, repair costs, and attorneys' fees. Repossession shall not constitute a termination of Recipient's obligation to pay fees accrued through termination.

10. Return; Condition on Return

10.1 Return. Upon the expiration or earlier termination of this Agreement, Recipient shall return the Cooler to Provider at the address designated by Provider in substantially the same condition as received, normal wear and tear excepted, within days.

10.2 Repair Costs. If the Cooler is returned damaged beyond ordinary wear and tear, Recipient shall be responsible for the reasonable cost of repair or, if the Cooler is not repairable, the fair market value of the Cooler as of the date of loss.

11. Notices

Notices shall be in writing and delivered by personal delivery, nationally recognized overnight courier, certified mail (return receipt requested), or by email if receipt is acknowledged; notice is effective upon receipt or refusal.

12. Amendments; Waiver; Counterparts

12.1 Amendment. This Agreement may be amended only by a written instrument executed by both Parties.

12.2 Waiver. No waiver of any provision or breach shall be effective unless in writing and signed by the waiving Party. No waiver of any breach shall constitute a waiver of any subsequent breach.

12.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which constitute one and the same instrument. Facsimile or electronic signatures shall be binding for all purposes.

13. Governing Law; Entire Agreement; Severability

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

13.2 Entire Agreement. This Agreement, including any exhibits or attachments, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements, whether written or oral.

13.3 Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be interpreted to effectuate the intent of the Parties to the greatest extent possible.

14. Miscellaneous

14.1 Assignment. Recipient shall not assign its rights or delegate its obligations under this Agreement without Provider's prior written consent, which consent shall not be unreasonably withheld.

14.2 Relationship of Parties. The Parties are independent contractors and nothing in this Agreement shall create an agency, partnership, joint venture, or employment relationship between the Parties.

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