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Lease of Machinery for use in Manufacturing Agreement made on the ___ day of __________, 20___, between __________________ of __________________________(street address, city, county, state, zip code), referred to herein as Lessor, and _________________, 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 Lessee. I.Lease of Machinery Lessor, in consideration of Lessee's covenants in this Agreement, leases to Lessee the machines of Lessor now or in the future delivered to Lessee and designated by number or numbers in Schedule A attached hereto and made a part hereof which Schedule contains the following information: schedule of machines, rental, initial payment, payment in case of loss by fire, and other pertinent information. This Lease to Lessee also includes any duplicate parts, extras, mechanisms, and devices relating to the machines, or used in connection with the machines, now attached to or delivered with the designated machines, or which at any time in the future may be obtained from Lessor, or be added to the machines by or with the consent of the Lessor. The machines, duplicate parts, extras, mechanisms, and devices, held by Lessee under this Lease Agreement, whether now or in the future delivered to or in the possession of Lessee, is referred to in this Agreement as the leased machinery, and subject to the conditions of this Agreement. II.Property Rights The leased machinery shall at all times remain and be the sole and exclusive property of Lessor, and Lessee shall have no right of property in the machinery, but only the right to use the same, upon the conditions contained in this Agreement. The leased machinery shall be used only by Lessee itself or by operatives in its direct employ, and only in the factory now occupied by it at (address of factory). The leased machinery shall not be transferred or delivered or sublet to any other person or corporation, and neither this Agreement nor the lease granted by it can be assigned by Lessee by its own act or by operation of law. Lessor and its agents and employees shall at all times have free access to the leased machinery for the purpose of inspecting it or watching its use and operation, or of altering, repairing, improving, or adding to it, or determining the nature or extent of its use, and Lessee shall afford all reasonable facilities for such purposes. III.Maintenance and Repair Lessee shall at all times and at its own expense keep the leased machinery in good and efficient working order and condition, and shall not permit anyone to injure or deface or remove any plate, or dates, numbers, or other inscriptions impressed on or affixed to the leased machinery by Lessor. Lessee shall obtain from Lessor exclusively, and shall pay for at the regular prices from time to time established by Lessor, all duplicate parts, extras, mechanisms, and devices, of every kind needed or used in operating, repairing, or renewing the leased machinery, and the same shall form part of the leased machinery, and Lessee shall not otherwise make or allow to be made any addition, subtraction, or alteration to, from, or in the leased machinery without the written consent of Lessor, nor interfere with the proper operation of the same. If at any time any of the leased machinery shall not, in the opinion of Lessor, be in good and efficient working order and condition, Lessor without prejudice to any other of its rights or remedies may give written notice to Lessee to put such machinery in good and efficient working order and condition and to replace all broken or missing parts. If Lessee does not comply within ____ days after the date of such notice, then Lessor may cause such machinery to be put in such good and efficient working order and condition, and may supply such broken or missing parts, and Lessee shall promptly pay to Lessor the expense of making such repairs and the cost of all parts so supplied at the regular prices established by Lessor. IV. Injury, Loss or Destruction Until redelivered to Lessor as provided in this Agreement, the leased machinery at all times shall be held at Lessee's sole risk of injury, loss, or destruction. If the leased machinery or any part of it shall be destroyed by fire or otherwise before such redelivery, Lessee shall pay to Lessor in respect to each machine so destroyed the sum (if any) set opposite the name of such machine in column (number) in the Schedule of machines set forth above in Section I, as partial reimbursement to Lessor for such destruction, and Lessee shall promptly return whatever remains of the machinery so destroyed to Lessor at (address of Lessor). V.Taxes At all times until redelivery of the leased machinery to Lessor, Lessee shall pay all taxes and assessments assessed upon or in respect to the leased machinery or any interest in the machinery or the rights to payments under this Agreement. VI. Machine Use The leased machinery shall be used for no purposes other than for performing the operations for which it is designed in the manufacture of (type of goods manufactured) made by or for Lessee. VII.Initial Payment Immediately after the execution of this Agreement, Lessee shall pay to Lessor as an initial payment for each leased machine, the amount (if any) set opposite the name of such machine in column (number) in the Schedule of machines set forth in Section I. VIII.Monthly Rentals Lessee shall pay to Lessor as monthly rental in respect to each leased machine the amount (if any) set opposite the name of such machine in column (number) in the Schedule of machines set forth in Section I. Such rental in respect to each calendar month shall be due and payable on the last day of the next ensuing calendar month. IX.Unit Charge For each machine leased under this Agreement, Lessee shall pay to Lessor in respect to each pair of (type of items manufactured) or portions of the same operated upon by such machine the amount (if any) set opposite the name of such machine in column (number) in the Schedule of machines set forth in Section I. Such payments in respect to each calendar month, and in respect to all operations performed in such calendar month, shall be due and payable on the last day of the next ensuing calendar month. X.Payments Independent of other Leases All payments provided for in this Agreement are payments in respect to the specific machines leased by this Agreement only and are independent of, and in addition to all payments provided for the use of machines held under any other leases or agreements between Lessor and Lessee. No payment made under any other agreement shall relieve Lessee from any payment under this Agreement, and no payment made under this Agreement shall be held to apply in whole or in part as payment in respect to other machines than those leased under this Agreement, or to relieve Lessee from any payment under any other lease or agreement or for the use of any other machine or machines of Lessor. XI. Indicators Lessor may attach to each machine leased under this Agreement an indicator or indicators to register the number of revolutions or movements of any part or parts, and Lessee shall not allow any person (other than Lessor or its agents) to disturb or interfere with such indicator or indicators. If any indicator thus attached shall from any cause cease to correctly indicate or register, or shall be disturbed or out of repair, or if the glass covering any such indicator shall be removed or broken or injured, then and as often as this happens lessee shall immediately give written notice to Lessor, explaining the circumstances under which the same has happened. XII.Reports Lessee, independently of any indicators attached to the leased machinery, shall keep full and accurate records of all work done by the aid of each leased machine, and shall report all such work to Lessor in such detail as Lessor may request. Lessee, if so requested by Lessor, shall require each of its operators of any machine to keep upon forms to be furnished by Lessor accurate daily records of the number of (type of goods manufactured) or portions of the same in the manufacture or preparation of which he or she has used such machine, and shall require its operators to sign such records. Lessee shall send to the office of Lessor on or before the (e.g., 10th ) day of each calendar month the original records for the next preceding calendar month kept by its operators. If in any calendar month any leased machine has been entirely idle, Lessee on or before the (e.g., 10th ) day of the next succeeding calendar month shall send to Lessor the form for the month for such idle machine marked Not in Use and signed by Lessee. Lessee shall also furnish in such form as may be called for by Lessor any further information requested by Lessor in relation to the leased machinery or its use or to enable Lessor to determine the amount due it under this Agreement. XIII.Term of Lease The lease granted in respect to each leased machine shall continue, unless sooner terminated by Lessor because of breach on the part of Lessee or otherwise as provided in this agreement, for the period of _____ years from the date of this Agreement. This Lease or any extension of it in respect to each machine, however, shall be subject to termination in accordance with the following provisions:A. Termination for Breach, Insolvency, or TransferIf any breach or default shall be made in the observance or performance of any one or more of the conditions contained in this Agreement, or if Lessee shall become insolvent, or if a sale, mortgage, lease, or removal of the leased machinery, or any part of the machinery, be made or attempted, or if any distress, execution, or attachment be levied on the same, then and in each such case Lessor shall have the right, by notice in writing to Lessee, to immediately terminate this Lease in respect to any or all machinery leased under this Agreement, notwithstanding that previous breaches or defaults may have been unnoticed, waived, or condoned by or on behalf of Lessor. B. Bankruptcy, Assignment for Benefit of Creditors, Etc. If Lessee becomes bankrupt, or has a receiving order made against it or makes or executes any bill of sale, deed of trust, or assignment for the benefit of creditors, then this Lease in respect to all machinery leased under this Agreement shall immediately cease unless Lessor shall upon notice elect otherwise.C. Surplus Machines. If Lessee, at any time, shall have in its factory more machines adapted for doing the same work as any machine leased under this Agreement than in the opinion of Lessor are sufficient for performing the work that Lessee has in its factory, based upon the capacity of such machines and the number and kind of (type of goods manufactured) made by Lessee for any period of ____ consecutive months next preceding, then Lessor may, at its option, upon ___ days notice in writing to Lessee, terminate this Lease in respect to such of the machines as in the opinion of Lessor are unnecessary. XIV.Extension of Term If, upon the expiration of the full term of ____years provided for above, Lessee does not immediately return the leased machinery to Lessor and Lessor does not request its return, then the leased machinery shall continue to be held and used under and in accordance with the provisions of this Agreement and this Lease shall then be extended indefinitely as to term, but subsequently either the Lessee or Lessor upon ____ days notice in writing to the other may terminate this Lease Agreement, in which case Lessee shall promptly deliver the leased machinery to Lessor as provided in this Agreement. XV.Return of Machines Upon the termination in any manner whatever of this Lease or any extension of it in respect to any leased machine, Lessee shall promptly deliver such machine to Lessor, at (address of Lessor) complete and in good order and condition, reasonable wear and tear alone excepted, and shall pay to Lessor in respect to each such machine the amount (if any) set opposite the name of the machine in column ____ in the schedule of machines set forth in Section I. Lessee shall also pay to Lessor such sum as may be necessary to cover replacement of all broken or missing parts at the regular prices established by Lessor. XVI.Right of Entry Upon the termination in any manner of this Lease in respect to any machine leased under this Agreement, Lessor by its agents is authorized to enter upon any premises where such machinery is located and to take possession of and to remove all such machines. XVII.Notice of Termination Whenever any right of termination under this Agreement has accrued to Lessor, a written notice to lessee that the lease is terminated or shall be terminated at the expiration of a certain period, shall be a sufficient termination of the Lease from the time of posting or delivering such notice, or from the expiration of the period mentioned in the notice, as the case may be. The notice must be signed by the Lessor, or his duly appointed representative, or by any assignee of Lessor's rights under this Agreement, and posted by prepaid letter, addressed to Lessee or delivered at its usual or last known place of business. The termination in respect to any leased machine shall not release Lessee from its obligation to make all payments for the period prior to such termination and shall be without prejudice to any other rights or remedies which Lessor may have for breach of contract, use of machines without right, or otherwise. XVII.Change of Terms None of the conditions or provisions of this Agreement shall be held to have been waived by any act or knowledge of Lessor, his agents or employees, but only by an instrument in writing, signed by the Lessor, or his duly appointed representative. XVIII.Definitions The term Lessor shall include Lessor and its successors and assigns. All the conditions and provisions binding on Lessee shall be binding on and enforceable against its legal representatives. In the construction of this instrument, words relating to the number and gender of the parties shall be read according to their real number and gender. XIX.Prior Leases Superseded As to each leased machine, this Lease Agreement supersedes any and all prior leases or agreements previously made for such machine. XX. 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. WITNESS our signatures as of the day and date first above stated. ________________________ By_______________________ (Name of Lessor) (Name & Office in Corporation)Attached Schedule