Tool List Template

Tool List Template

This Tool List Template and Equipment Use Agreement is made effective as of the Effective Date below between the parties identified herein. Client Name: and Provider Name: .

WHEREAS

WHEREAS, Provider maintains and/or furnishes tools and equipment for use in the Client's project or operations and has prepared the attached list of such tools, including descriptions, serial numbers, quantities, condition, and replacement values (the "Tool List");

WHEREAS, Client desires to take possession, custody, or use of certain tools listed on the Tool List under the terms and conditions set forth in this Agreement, and Provider is willing to permit such possession, custody, or use subject to the terms below;

WHEREAS, the parties intend by this instrument to set forth the responsibilities for care, return, loss, damage, and payment associated with the tools identified on the Tool List.

SCOPE OF WORK

TOOL LIST (INVENTORY)

The following is the inventory of tools covered by this Agreement. The parties acknowledge that the condition and quantities below have been inspected and agreed upon at the time of transfer or listing. Any discrepancies must be noted in the Comments column at the time of delivery or inspection.

PAYMENT TERMS

Provider shall be paid for any rental, service, replacement, or repair charges as follows.

Late payments shall incur interest at the lesser of (a) or (b) the maximum rate permitted by applicable law. Additionally, a one-time administrative late fee of may be charged if payment is not received within days after invoice due date.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated in accordance with this section. Start Date: ; End Date: .

Either party may terminate for convenience upon providing written notice no fewer than prior to the intended termination date. Termination for cause may be effected immediately upon written notice if the other party materially breaches obligations under this Agreement and fails to cure within after receiving written notice specifying the breach.

Upon termination or expiration, Client shall return all tools listed in the Tool List in substantially the same condition as received, ordinary wear and tear excepted. Client shall be liable for loss, theft, or damage to tools while in Client's possession and shall pay replacement or repair costs as set forth in Replacement Value or by mutual agreement.

CONFIDENTIALITY

Each party shall maintain in confidence all non-public information disclosed by the other party that is marked confidential or that reasonably should be understood to be confidential under the circumstances ("Confidential Information"). Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, was rightfully known to the receiving party prior to disclosure, or is independently developed without reference to Confidential Information. The receiving party shall not disclose Confidential Information except to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. The confidentiality obligations shall survive termination of this Agreement for a period of .

INSURANCE AND INDEMNITY

Client shall maintain insurance sufficient to cover loss, theft, and damage to tools while in Client's possession and shall indemnify, defend, and hold harmless Provider from any claims, liabilities, or expenses (including reasonable attorneys' fees) arising out of Client's possession, operation, or misuse of the tools, except to the extent attributable to Provider's gross negligence or willful misconduct.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of laws principles. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in that jurisdiction.

ENTIRE AGREEMENT

This Agreement, together with the attached Tool List and any written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, communications, and understandings, whether written or oral. Any modification or amendment must be in writing and signed by authorized representatives of both parties.

ACKNOWLEDGMENTS

By signing below, each party acknowledges that they have inspected the Tool List, agree to the listed tool conditions and replacement values to the best of their knowledge, and warrant that they have authority to enter into this Agreement.

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