Placement Agreement

Equipment Placement Agreement

Agreement made on the , between , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Equipment Owner, and , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Client.

Whereas, Equipment Owner is the owner of certain equipment and software described in Exhibit A attached hereto; and

Whereas, Client has requested that the Equipment Owner loan the Property to the Client; and

Whereas, Client agrees to keep and maintain the Property only at the location described in Exhibit B attached hereto (the Equipment Location); and

Whereas, Client agree to comply with all other terms and conditions set forth in this Agreement and to limit use of the Property to the use described in Exhibit C attached hereto.

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. Placement of Property

Equipment Owner agrees to place the Property (described in Exhibit A) on temporary loan to the Client at the Equipment Location for the limited use by the Client within the terms of this Agreement. The Property shall be maintained only at the Equipment Location described in Exhibit B and shall not be moved from the Equipment Location without the written consent of the Equipment Owner. The Property shall be delivered back to the Equipment Owner upon demand and without delay following such demand at the expense of the Client. If at any time the Equipment Owner delivers additional property to the Client, such additional property shall be subject to the terms and conditions of this Agreement unless specifically agreed by the parties in writing.

2. Access to Equipment

Client shall provide Equipment Owner with access to its premises to Equipment Owner or its agents at any time during normal business hours or after normal business hours in the event of a bona fide emergency for the purpose of inspecting, maintaining or otherwise accessing the Property.

3. Limitations on Use

Client shall use the Property only for the purposes described in Exhibit C and for no other purpose. Access to the Property shall be limited to the individuals listed in Exhibit D.

4. No Liens or Encumbrances

Client shall not create nor permit any lien, security interest, or other encumbrance of any nature or kind, whether voluntary or involuntary, to attach to the Property. In the event that any such encumbrance attaches to the Property, Client shall immediately and without delay cause such encumbrance to be discharged.

5. Precautionary Security Interest in Filing

At the discretion of the Equipment Owner, the Client shall execute any and all documents necessary for the Equipment Owner to file a precautionary UCC-1 Financing Statement with all applicable governmental offices, giving public notice of the Equipment Owner’s exclusive title and ownership of the Property to the public. Client shall pay any and all costs and expenses associated with the preparation and filing of such documents.

6. Terms and Termination

The operation of this Agreement shall continue for so long as any Property of the Equipment Owner has not been returned to the Equipment Owner.

7. No Interference with Title

Client agrees that it shall take no action whatsoever that is inconsistent with the ownership of the Equipment Owner in and to the Property. Client shall take any and all steps that are required to defend the title of the Equipment Owner in and to the Property and shall execute any and all documents requested by the Equipment Owner confirming the Equipment Owner’s title in and to the Property.

8. Care and Maintenance

A. Client shall be responsible for the care and maintenance of the Property during the term hereof and shall take all steps necessary to assure that the Property remains in good working order, in the same condition as when delivered to the Location. Client shall be responsible for the safe working of the Property, the proper operation of the Property, and the safe installation of the Property in accordance with all specifications and safety requirements. Client shall take all necessary actions to assure that the Property is not misused, damages, or subject to risk of harm.

B. Upon delivery to the Location, Client shall be responsible for any and all risk of loss, damage, destruction, theft or any other diminution in value or any damage or injury caused directly or indirectly by or as a result of the Property or the operation thereof and shall hold the Equipment harmless from and against the same. Client shall pay to Equipment Owner for any damage, loss or destruction, regardless of the cause therefore. In the event of the destruction of the Property, Client shall pay to the Equipment Owner the entire replacement cost of the Property. Client shall assure that the Property is fully covered by insurance to its full replacement value.

9. Alterations, Additions

Client shall not alter the Property in any manner without Owner's prior written approval.

10. Warranty Disclaimer

A. The Property is being provided for the use of Client as an accommodation to the Client. Equipment Owner makes no representations or warranties as to the condition or operation of the Property. THE PROPERTY IS PROVIDED AND CLIENT ACCEPTS THE EQUIPMENT ON AN AS IS BASIS AND WITH ALL FAULTS AND DEFECTS. EQUIPMENT OWNER HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

B. Client agrees that it shall indemnify and hold the Equipment Owner harmless from and against all damages, claims, liabilities, actions, suits, threats, demands and settlements arising directly or indirectly from the use and operation of the Property, made by Client or any other party, including but not limited to incidental and consequential damages, lost profits, business interruptions damages, injury related damages, special and punitive damages, even if Equipment Owner is advised that such damages are possible or reasonably anticipated.

11. Confidentiality

For purposes hereof, Confidential Information means Client information, operating programs, and data or technology incorporated in the Loaned Property, but does not include, however, any information:

A. Client develops or acquires independent of any contact with Owner and the loaned property;

B. Already in Client's possession prior to contact with Owner or the Loaned Property; or

C. Generally available to the public on an unrestricted basis in the form provided by Owner. All such Confidential Information shall be held in strictest confidence and may not be accessed, used, or disclosed except as strictly necessary to execute the Authorized Use.

D. Client agrees to report promptly to Owner any unauthorized access, use, or disclosure of Owner's Confidential Information, as well as any action (or attempt to take action) of any person to delete, disable, deactivate, intercept, interfere with, or otherwise access, modify, or disrupt the Loaned Property or the safe and secure operation thereof.

12. 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.

13. Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

14. Notices

Unless provided herein to the contrary, 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.

15. 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.

16. 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.

17. 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.

18. 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.

19. Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.

20. Compliance with Laws

In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties.

WITNESS our signatures as of the day and date first above stated.