Vocera Communications Inc Master Lease Agreement

Lease of Patented Machinery with License 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 Lessor, and , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Lessee.

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, and subject to the terms and conditions stated below, Lessor leases to Lessee and Lessee leases from Lessor the Machine described in Exhibit A attached hereto and made a part hereof pursuant to the terms of this Agreement. For the same consideration, Lessor leases to Lessee and Lessee leases from Lessor a nonexclusive license to use the Machine, Serial No. , for a term of years to continue for the life of any United States patents that are, or purport to be, embodied in the Machine, and subsequently for the life of any such patents that are, or purport to be, embodied in any new part or parts, attachment or attachments, improvement or improvements, made in or added to the Machine, subject to the following covenants and conditions:

1. Rental

Lessee shall pay Lessor on execution of this Agreement, $, and agrees to pay the balance of $ either (1) on receipt of notice that the Machine is ready for delivery; or (2) to pay $ on receipt of notice that the Machine is ready for delivery and the balance then remaining by a promissory note in the form attached hereto as Exhibit B, and made a part hereof. Lessee shall further pay Lessor during the term of this Lease, $ per month rent, to be paid in advance on the first day of each month.

2. Royalties

Lessee will further pay Lessor $ per each of of manufactured or produced by the Machine. Royalties shall be paid on or before the day of each month for production accrued to the last day of the preceding month. On or before the day of each month, Lessee shall give Lessor a written statement of all production by the Machine during the preceding month and, on Lessor's request, shall permit the inspection by Lessor's representatives of the Machine and of Lessee's books and documents relating to use of the Machine.

3. Delivery and Installation

Lessor shall deliver the Machine to Lessee F.O.B. to within weeks after the execution of this Agreement, subject to delays in delivery caused by strikes, fire, riots, war, injunction, acts of God or other circumstances over which Lessor has no control. Lessee shall pay the cost of installation, demonstration, and maintenance of the Machine on Lessee's premises.

4. Conditions of Use

Lessee shall use the Machine in a careful and proper manner and shall comply with all national, state, municipal, and other laws, ordinances, and regulations in any way relating to the possession, use, or maintenance of the Machine. Lessee, at all times at its own expense, shall keep the Machine in efficient working condition and shall not deface or injure it. Lessee shall not at any time modify or substantially alter the construction of the Machine without obtaining the prior written permission of Lessor.

5. Location of Use

Lessee shall not use the Machine outside the territory of and shall not sell, sublease, encumber, remove, or otherwise dispose of the Machine without the prior express written permission of Lessor, but Lessee may sell the products of the Machine in any territory.

6. Repairs and Improvements

Lessor shall furnish Lessee, at a price equal to the cost to the Lessor, all parts necessary to repair or replace broken or worn-out parts of the Machine, and any new parts that Lessor may manufacture as improvements on or additions to the Machine, which improvements or additions shall be attached to the Machine or not, at the option of Lessee. If the Machine is substantially destroyed or incapacitated for further use without reconstruction, or substantial repair, Lessor, on return to it of the Machine, shall reconstruct it at Lessee's expense, or, at Lessor's option, replace it with a new Machine of the type then regularly supplied by Lessor on payment by Lessee to Lessor of $, and execution by Lessee of a new Agreement covering such Machine, or if the Machine shall be totally destroyed and Lessee shall furnish sufficient proof of such total destruction, Lessor shall furnish a new Machine to Lessee on payment of $, and execution by Lessee of a new Agreement covering the new Machine. If improvements or additions have been made to any Machine so to be replaced, there shall be added to the replacement cost of the Machines the cost of renewing the improvements or additions.

7. Protection of Lessor’s Patent’s Rights

Lessee shall not directly or indirectly violate, infringe, or contest the validity of any of Lessor's patents with respect to the type of machine leased or the title of Lessor to any such patents. Lessee shall give Lessor immediate written notice of any suit or proceeding instituted against Lessee insofar as the same is based on any claim that the Machine, or any part or parts, constitute infringement of any patent of the United States. Lessee further agrees that if any improvements or inventions are made by Lessee or any officer, member, or employee of Lessee to or in connection with the Machine, Lessee will give Lessor immediate written notice of such improvements or inventions and will give Lessor the right in the name of Lessee, to apply to the United States Patent Office or patent offices of foreign countries for letters patent to cover such improvements or inventions and give Lessor all immediate information, assistance, and authority to enable Lessor to apply for such patents. The improvements or inventions shall be the property of Lessor, provided that all expenses in connection with the application for any patents are borne by Lessor.

8. Taxes

Lessee shall pay and discharge all assessments and sales, use, property, and other tax or taxes now or later imposed by any state, federal, or local government on the ownership, leasing, renting, sale, possession, or use of the Machine, whether such taxes be assessed to Lessor or Lessee, together with any penalties or interests in connection with these taxes, excepting only taxes, or payments in lieu of taxes, imposed upon or measured by the income of Lessor.

9. Insurance

Lessee at its own expense shall at all times keep the property insured for such risks as Lessor shall require in the amount of $, or if improvements or additions have been attached to the Machine pursuant to Section 6, the above amount plus the cost of such improvements or additions. Insurance policies shall name Lessor and Lessee as insured, shall provide that they may not be canceled or altered without at least days' written notice to Lessor, and shall provide that all amounts payable under the policies shall be payable only to Lessor. From any amounts paid to Lessor under such policies, Lessor shall reimburse Lessee for expenditures made necessary by the incident giving rise to payment.

10. Lessee’s Right of Termination

If Lessee shall cease the business of manufacturing and making and shall desire to terminate this Lease, Lessee may pay to Lessor the sum of $, and Lessee shall deliver to Lessor, at Lessee's expense, the Machine in good condition, ordinary wear and tear excepted. On such delivery, this Lease shall terminate and the Lessee subsequently shall be liable only for such indebtedness and liability as shall have accrued prior to or on such termination.

11. Termination by Default

If at any time Lessee becomes insolvent, or bankrupt, or makes a general assignment for the benefit of creditors, or if a receiver of Lessee is appointed, this Lease will immediately terminate. If Lessee violates any of the Agreements set forth, Lessor may terminate and cancel this Lease, at the expiration of days after mailing written notice stating the conditions violated to Lessee by registered mail addressed to Lessee's office at the address set for above. Unless Lessee shall remedy such violation or violations within that period, Lessee, at its expense, shall deliver to Lessor, at Lessor's factory, the Machine complete with all its parts in good working order, ordinary wear and tear excepted.

12. Title

The Machine, including additions or improvements, is and shall remain the exclusive property of Lessor, and Lessee by this Agreement acquires no ownership or title in the same. The only rights conveyed Lessee are the right to use such Machine on the conditions set forth and the option to purchase such Machine provided by Lessor in Section 13. On termination of this Lease in any manner, subject, however, to the provisions of Sections 10 and 13, possession of the Machine shall re-vest in Lessor, free and discharged of this Lease, and Lessor, or its authorized agent, may enter the premises where the Machine is located and take possession of and remove it at Lessee's expense.

13. Option to Purchase

If this Lease is terminated by expiration of the patents applicable to the Machine and Lessee has performed all of its covenants, Lessor shall sell and deliver to Lessee, at Lessee's option, the Machine at the price in cash to be paid contemporaneously by Lessee to Lessor of $.

14. Patent Indemnification

Lessor agrees to indemnify and hold Lessee harmless from any damage awarded by a court of final jurisdiction for the infringement of any United States patent by reason of the manufacture or use of the Machine. Lessor, at its own expense, shall defend all suits or proceedings instituted against Lessee insofar as they are based on any claim that the Machine, or any part or parts, constitutes an infringement of any patent of the United States, provided Lessee gives Lessor immediate notice in writing of the institution of the suit or proceeding, and permits Lessor, through its counsel, to defend, and gives Lessor all needed information, assistance, or authority to enable Lessor so to do, and provided further, Lessee makes no change of any kind in the leased Machine without obtaining the prior written permission of Lessor.

15. 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.

16. 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.

17. Governing Law

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

18. 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.

19. Attorney’s Fees

In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.

20. 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.

21. 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.

22. 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.

23. 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.

24. In this Agreement, 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.