Fill and Sign the Sublease of Leased Equipment Form

Sublease of Leased Equipment Sublease agreement made on the ___________________ (date) , between ________________________ (Name of Sublessee) of _______________________________ _____________________________________ (street address, city, county, state, zip code) , referred to herein as Sublessee , and ___________________ (Name of Sublessee) , of ____________________________________________________________________________ (street address, city, county, state, zip code) , referred to herein as Sublessee . 1. Sublessor hereby leases to Sublessee , and Sublessee hereby leases from Sublessor , for the term, and subject to the conditions and covenants hereinafter set forth, the property, hereinafter referred to as the Subleased Equipment , located at __________________________ _________________________________________ (address) , described in Exhibit A attached hereto and incorporated herein by reference. 2. The term of this Sublease shall commence on __________________ (date) and end on ____________________ (date) . The Master Lease, dated _______________________ (date) covering said Subleased Equipment between ________________________ (Name of Lessor) , as Lessor , and ________________________ (Name of Sublessor) , as Lessee , is hereby incorporated herein by reference and attached hereto as Exhibit B . 3. For and during the term of this Sublease, Sublessee shall pay to Sublessor as payments for the Subleased Equipment the total sum of $__________, payable in quarterly payments of $__________. Payments shall be made to Sublessor at the address set forth at the beginning of this Agreement. The amount of rent payable for any fraction of a month shall be the monthly rental rate, prorated according to the number of calendar days in such fraction. Sublessee shall pay Sublessor interest at ______% on any delinquent payment from the date when such payment was due until paid along with expenses of collection or suit, including actual attorneys’ fees. 4. The sum of $ ____________ shall be immediately paid by Sublessee to Sublessor as a security deposit to guarantee Sublessee ’ s full and faithful performance of all terms, conditions and provisions of this Agreement. If Sublessee shall so perform, an equal sum shall be repaid without interest to Sublessee at the termination of this Agreement. 5. Sublessee shall pay all license fees, assessments, and sales, use, property and excise, and/or other taxes hereafter imposed, and relating to Sublessee ’s use or possession of the Subleased Equipment . 6. Sublessee shall not remove, alter, disfigure or cover up any numbering, lettering, or insignia displayed upon the Subleased Equipment , and shall see that the Subleased Equipment is not subjected to careless, unusually or needlessly rough usage. Sublessee shall at his own expense maintain the Subleased Equipment and its appurtenances in good repair and operative condition, and return it in such condition to Sublessor , ordinary wear and tear resulting from proper use thereof alone expected. 7. The expense of all repairs made during the term of this Sublease, including labor, material, parts and other items shall be paid by Sublessee . 8. Unless otherwise mutually agreed in writing, Sublessee shall supply and pay all operators of the Subleased Equipment during the term of this Sublease. All operators shall be competent. 9. SUBLESSOR , BEING NEITHER THE MANUFACTURER NOR A DEALER IN THE SUBLEASED EQUIPMENT , MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE CONDITION OF THE SUBLEASED EQUIPMENT , ITS MERCHANTABILITY, ITS DESIGN, ITS CAPACITY, ITS PERFORMANCE, ITS MATERIAL, ITS WORKMANSHIP, ITS FITNESS FOR ANY PARTICULAR PURPOSE. SUBLESSOR FURTHER DISCLAIMS ANY LIABILITY WHATSOEVER FOR LOSS, DAMAGE, OR INJURY TO SUBLESSEE OR THIRD PARTIES AS A RESULT OF ANY DEFECTS, LATENT OR OTHERWISE, IN THE SUBLEASED EQUIPMENT . SUBLESSEE AGREES THAT HE IS LEASING THE SUBLEASED EQUIPMENT IN ITS AS IS AND PRESENT CONDITION. SUBLESSOR SHALL NOT BE LIABLE IN ANY EVENT TO SUBLESSEE FOR ANY LOSS, DELAY, OR DAMAGE OF ANY KIND OR CHARACTER RESULTING FROM DEFECTS IN, OR INEFFICIENCY OF, SUBLEASED EQUIPMENT HEREBY LEASED OR ACCIDENTAL BREAKAGE THEREOF. 10. Sublessee shall indemnify Sublessor against, and hold Sublessor harmless from, any and all claims, actions, suits, proceedings, costs, expenses, damages, and liabilities, including attorneys fees, arising out of, connected with, or resulting from the Subleased Equipment or the Lease, including without limitation, the manufacture, selection, delivery, leasing, renting, control, possession, use, operation, maintenance or return of the Subleased Equipment . Sublessee shall further indemnify Sublessor , and hold Sublessor harmless, from all loss and damage to the Subleased Equipment during the rental period. Sublessee recognizes and agrees that included in this indemnity clause, but not by way of limitation, is Sublessee ’s assumption of any and all liability for injury, disability and death of workmen and/or other persons caused by the operation, use, control, handling, or transportation of the Subleased Equipment during the term of this Sublease. 11. Sublessee shall inspect the Subleased Equipment within three (3) business days after receipt thereof. Unless Sublessee within said period of time gives written notice to Sublessor , specifying any defect in or other proper objection to the Subleased Equipment . Sublessee agrees that it shall be conclusively presumed, as between Sublessor and Sublessee , that Sublessee has fully inspected and acknowledged that the Subleased Equipment is in full compliance with the terms of this Agreement, in good condition and repair, and that Sublessee is satisfied with and has accepted the Subleased Equipment in such good condition and repair. Sublessor shall have the right at any time to enter the premises occupied by the Subleased Equipment and shall be given free access thereto and afforded necessary facilities for the purpose of inspection. 12. Sublessee shall keep the Subleased Equipment insured against all risks of loss or damage from every cause whatsoever for not less than the full replacement value thereof; and shall carry public liability and property damage insurance covering the Subleased Equipment and its operation and handling for the amount of at least Five Hundred Thousand Dollars ($500,000.00) or such other reasonable amount specified by Sublessor . Sublessee shall pay the premiums and any deductible portions therefore and deliver said policies, or duplicates thereof, to Sublessor . 13. Lessor shall at all times retain ownership and title of the Subleased Equipment . Sublessee shall give Lessor and Sublessor immediate notice in the event that any of said Subleased Equipment is levied upon or is about to become liable or is threatened with seizure, and Sublessee shall indemnify Lessor and Sublessor against all loss and damages caused by such action. 14. The following shall constitute a default under this Agreement: A. Sublessee shall default in the payment of any rent or in making any other payment hereunder when due, or B. Sublessee shall default in the payment when due of any indebtedness of Sublessee to Sublessor arising independently of this Sublease , or C. Sublessee shall default in the performance of any other covenant herein and such default shall continue for five days after written notice hereof to Sublessee by Sublessor , or D. Sublessee becomes insolvent or makes an assignment for the benefit of creditors, or E. Sublessee applies for or consents to the appointment of a receiver, trustee, or liquidator of Sublessee or of all or a substantial part of the assets of Sublessee under the Bankruptcy Act, or any amendment thereto (including, without limitation, a petition for reorganization, arrangement, or extension) or under any other insolvency law or law providing for the relief of debtors. 15. Upon any such default, and in the event of any default by Sublessee in any of the terms of this Agreement, Sublessor shall have the right to exercise any one or more of the following remedies: A. To declare the entire amount of rent hereunder immediately due and payable as to any or all items of the Subleased Equipment , without notice or demand to Sublessee ; B. To sue for and recover all rents, and other payments, then accrued or thereafter accruing, with respect to any or all items of he Subleased Equipment ; C. To take possession of any or all items of the Subleased Equipment without demand, notice, or legal process, wherever they may be located. Sublessee hereby waives any and all damages occasioned by such taking of possession. Any said taking of possession shall not constitute a termination of this Sublease as to any or all items of Subleased Equipment unless Sublessor expressly so notifies Sublessee in writing; D. To terminate this Sublease as to any or all items of Subleased Equipment , and/or E. To pursue any other remedy at law or in equality. 16. Notwithstanding any such repossession, or any other action which Sublessor may take, Sublessee shall be and remain liable for the full performance of all obligations on the part of Sublessee to be performed under this Sublease. All such remedies are cumulative, and may be exercised concurrently or separately. 17. No Subleased Equipment shall be sublet by Sublessee , nor shall he assign or transfer any interest in this Agreement without written consent of Sublessor . Sublessor may assign this Agreement without notice. 18. The Sublessee shall comply with all of the provisions of the Master Lease which are to be observed or performed during the term hereof by the Sublessor as Lessee thereunder, except that the payments shall be governed by the provisions of Paragraph 3 above. Insofar as the provisions of the Master Lease do not conflict with specific provisions herein contained, they and each of them are incorporated into this Sublease, and the Sublessee agrees to be bound to the Lessor by all of the terms of the Master Lease with the exception of payment of rental which is controlled by Paragraph 3 above. 19. 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. 20. 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. 21. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of ______________. 22. 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. 23 . 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. 24. 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. 25. 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. 26. In this contract, 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. ________________________ _________________________ (P rinted name) (P rinted name) ________________________ _________________________ (Signature of Sublessor) (Signature of Sublessee) Attach Exhibits A and B