Legal Device Permit Agreement

LEGAL DEVICE PERMIT AGREEMENT

This Legal Device Permit Agreement (the "Agreement") is entered into as of Effective Date: by and between Grantor Name: , Grantor Address: and Permittee Name: , Permittee Address: .

Grantor entity type: Individual Corporation LLC Government    Permittee entity type: Individual Corporation LLC Government

RECITALS

WHEREAS, Grantor is the lawful owner or authorized custodian of the premises and systems at the address set forth above and has authority to grant limited access and rights for the installation and operation of the Device described below; and

WHEREAS, Permittee desires to install, operate, and maintain the Device on or at the premises identified by Grantor, and Grantor is willing to permit such installation and operation subject to the terms and conditions of this Agreement; and

WHEREAS, the parties desire to set forth the rights, duties, insurance, indemnity, fee obligations and operational constraints applicable to the permitted Device.

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

1. DEFINITIONS

1.1 "Device" means the equipment or apparatus described as: . A full technical description, model and serial numbers are set forth in Exhibit A attached hereto and incorporated by reference.

1.2 "Premises" means the specific location where the Device will be installed or operated: .

2. GRANT OF PERMIT

2.1 Subject to the terms and conditions of this Agreement, Grantor hereby grants to Permittee a non-exclusive, revocable permit to install, operate, use, test and maintain the Device at the Premises solely for the Permitted Use described in Section 2.2. This permit is not a lease and does not convey any possessory interest in the Premises to Permittee.

2.2 Permitted Use: . Any use outside the Permitted Use is a material breach.

3. TERM; RENEWAL; TERMINATION

3.1 Term: The initial term of this Agreement shall commence on and continue until unless earlier terminated in accordance with this Agreement.

3.2 Termination for Cause: Either party may terminate this Agreement upon written notice if the other party materially breaches any obligation and such breach remains uncured for thirty (30) days after written notice specifying the breach, except that breaches that are not capable of cure may permit immediate termination.

3.3 Immediate Suspension: Grantor may immediately suspend Permittee's access or the Permit where continuation would create an imminent risk to health, safety, property or regulatory noncompliance.

4. INSTALLATION, OPERATION AND MAINTENANCE

4.1 Installation: Permittee shall perform installation in a workmanlike manner, at Permittee's expense, in accordance with plans approved in writing by Grantor in advance. Permittee shall obtain all necessary consents and shall restore any disturbed areas to their original condition upon removal of the Device.

4.2 Maintenance: Permittee shall be solely responsible for routine maintenance, repairs and safe operation of the Device. Permittee shall keep records of maintenance and shall promptly provide copies to Grantor upon request.

4.3 Access: Grantor shall provide reasonable access to Permittee and its agents for installation, maintenance and inspection, subject to Grantor's security policies and prior notice requirements where safety or security considerations apply.

5. FEES; PAYMENT; SECURITY

5.1 Permit Fee: In consideration for the Permit, Permittee shall pay Grantor a fee of in accordance with the Payment Terms below.

5.2 Security Deposit: Security deposit required Amount:

6. INSURANCE

6.1 Insurance Requirements: Permittee shall maintain and provide evidence of commercial general liability insurance, automobile liability insurance (if applicable), and any other insurance reasonably required by Grantor, with limits not less than per occurrence and naming Grantor as an additional insured to the extent applicable.

7. INDEMNITY; LIMITATION OF LIABILITY

7.1 Indemnity: Permittee shall indemnify, defend and hold harmless Grantor, its officers, directors, employees and agents from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of Permittee's installation, operation, maintenance, use or removal of the Device, except to the extent caused by Grantor's gross negligence or willful misconduct.

7.2 Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, or Permittee's indemnity obligations under Section 7.1, neither party shall be liable to the other for special, consequential, incidental or punitive damages.

8. COMPLIANCE WITH LAWS; PERMITS

8.1 Regulatory Compliance: Permittee shall comply with all applicable statutes, regulations, ordinances and codes governing the Device, its installation and operation, and shall obtain and maintain, at Permittee's expense, all required permits, licenses and approvals.

8.2 Environmental and Safety Requirements: Permittee shall take all commercially reasonable precautions to avoid environmental harm and to protect the health and safety of persons and property. Permittee shall promptly notify Grantor of any spill, release, accident or regulatory notice affecting the Premises or the Device.

9. INSPECTIONS AND ACCESS

9.1 Inspection Rights: Grantor shall have the right to inspect the Device and related records upon reasonable prior notice to ensure compliance with this Agreement. Where immediate access is necessary to address safety or imminent regulatory violations, Grantor may access the Device without prior notice.

10. REMOVAL; RESTORATION

10.1 Removal: Upon expiration or termination of this Agreement, Permittee shall remove the Device and associated fixtures within thirty (30) days, unless otherwise agreed in writing, and shall restore the Premises to substantially the same condition as existed prior to installation, reasonable wear and tear excepted.

10.2 Failure to Remove: If Permittee fails to remove the Device within the required time, Grantor may remove and store or dispose of the Device at Permittee's expense, and Permittee shall reimburse Grantor for all reasonable costs incurred.

11. CONFIDENTIALITY

11.1 Confidential Information: Each party agrees to maintain in confidence any confidential technical, business or operational information disclosed by the other party in connection with this Agreement. Confidential information shall not include information that is or becomes publicly available other than as a result of a breach of this Agreement.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at their respective notice addresses below by certified mail, overnight courier, or hand delivery, and shall be effective upon receipt.

13. AMENDMENT; WAIVER; COUNTERPARTS

13.1 Amendment: This Agreement may be amended only by a written instrument signed by authorized representatives of both parties.

13.2 Waiver: No waiver of any breach shall be effective unless in writing and signed by the party granting the waiver. Failure to enforce any provision shall not constitute a waiver of that provision or any other.

13.3 Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

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

14.2 Entire Agreement: This Agreement, together with any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements.

14.3 Severability: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed to the minimum extent necessary and the remaining provisions shall remain in full force and effect.

15. MISCELLANEOUS PROVISIONS

15.1 Assignment: Permittee shall not assign or sublicense its rights under this Agreement without the prior written consent of Grantor, which consent shall not be unreasonably withheld. Any unauthorized assignment is void.

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

15.3 Remedies: The parties acknowledge that a breach of certain obligations hereunder may cause irreparable harm for which monetary damages are an inadequate remedy; accordingly, the non-breaching party shall have the right to seek injunctive or other equitable relief in addition to any other remedies available at law or in equity.

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