Lessee-Friendly Equipment Lease Agreement Template
EQUIPMENT LEASE AGREEMENT
This Equipment Lease Agreement (hereinafter referred to as the "Agreement") is made and entered into on this [day] day of [month], [year] (the "Effective Date"), by and between:
[Lessor Legal Name], a company duly organized and existing under the laws of [jurisdiction], having its registered office at [address] and registration number [number] (hereinafter referred to as the "Lessor"), acting through its duly authorized representative [name], holding the position of [title];
and
[Lessee Full Name], a sole trader registered under the laws of [jurisdiction], holding registration or taxpayer number [number], with principal place of business situated at [address] (hereinafter referred to as the "Lessee").
The Lessor and the Lessee are hereinafter referred to individually as a "Party" and collectively as the "Parties".
WHEREAS, the Lessor is the lawful owner of certain items of business equipment and is engaged in the business of leasing such equipment to third parties for commercial use;
WHEREAS, the Lessee is desirous of leasing the said equipment from the Lessor for the conduct of its lawful business activities, and the Lessor is willing to lease the same to the Lessee subject to and in accordance with the terms, covenants and conditions hereinafter set forth;
WHEREAS, the Parties have negotiated the terms of this Agreement in good faith and each has had the opportunity to seek independent legal advice prior to the execution hereof;
NOW, THEREFORE, in consideration of the mutual covenants, promises and agreements hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, do hereby covenant and agree as follows:
Definitions and Interpretation
In this Agreement, unless the context otherwise expressly requires, the following terms shall have the meanings respectively ascribed to them hereinbelow.
"Equipment" shall mean the item or items of business equipment described as [description of equipment, including make, model, serial number(s), quantity and accessories], together with all attachments, accessories, replacements, substitutions, additions and improvements thereto, which are the subject matter of this Agreement and which the Lessor hereby agrees to lease to the Lessee pursuant to the terms hereof.
"Rent" shall mean the monthly consideration payable by the Lessee to the Lessor for the use and enjoyment of the Equipment during the Term, in the amount of [amount] [currency], exclusive of any applicable taxes, duties, levies or charges which may be imposed by any competent governmental authority.
"Term" shall mean the fixed period commencing on the Commencement Date and expiring upon the Expiration Date, as particularized in the section entitled Term and Renewal hereof, together with any duly exercised Renewal Term.
"Business Day" shall mean any day other than a Saturday, Sunday or public holiday on which commercial banks are generally open for the transaction of normal banking business in [jurisdiction].
"Event of Default" shall mean any of the events or circumstances enumerated in the section entitled Events of Default and Remedies hereof, the occurrence of which shall entitle the non-defaulting Party to exercise the remedies therein stipulated.
The headings and captions in this Agreement are inserted for convenience of reference only and shall not affect the construction or interpretation hereof. Words importing the singular shall include the plural and vice versa; words importing one gender shall include all other genders; and references to persons shall include natural persons, bodies corporate, unincorporated associations and partnerships.
Any reference herein to a clause, section or paragraph shall, unless otherwise stated, be construed as a reference to a clause, section or paragraph of this Agreement. The words "hereof", "herein", "hereto" and "hereunder" shall refer to this Agreement as a whole and not to any particular provision hereof.
Lease of Equipment
The Lessor hereby agrees to lease unto the Lessee, and the Lessee hereby agrees to take on lease from the Lessor, the Equipment, upon and subject to the terms, covenants, conditions and provisions set forth in this Agreement.
The lease hereby constituted is a lease of the Equipment only and shall not confer upon the Lessee any proprietary interest, title or ownership whatsoever in or to the Equipment, the Lessor at all times remaining the sole and absolute legal and beneficial owner thereof.
The Equipment shall be used by the Lessee exclusively at the location specified as [installation address] (the "Permitted Location"), and the Lessee shall not remove, relocate or transfer the Equipment from the Permitted Location without the prior written consent of the Lessor, such consent not to be unreasonably withheld, conditioned or delayed.
The Lessee shall be entitled to the quiet and peaceful enjoyment, use and possession of the Equipment throughout the Term, provided that the Lessee is not in material breach of its obligations hereunder, and the Lessor hereby covenants not to interfere with such quiet enjoyment.
The Lessor represents and warrants that it possesses full right, title and authority to lease the Equipment to the Lessee and that the Equipment is, as at the Commencement Date, free from any and all liens, encumbrances, security interests or adverse claims of whatsoever nature.
The lease hereby granted is personal to the Lessee and the Lessee shall not sublease, assign, pledge, hypothecate or otherwise part with possession of the Equipment, in whole or in part, to any third party without the prior written consent of the Lessor.
Delivery and Acceptance
The Lessor shall, at its sole cost and expense, deliver and install the Equipment at the Permitted Location on or before [delivery date] (the "Delivery Date"), in good working order and in a condition fit for the purposes contemplated by this Agreement.
The Lessor shall bear all costs and expenses associated with the delivery, transportation, loading, unloading, installation, commissioning and initial testing of the Equipment, including but not limited to freight, insurance in transit, handling fees and any taxes or duties pertaining thereto.
Upon delivery and installation of the Equipment at the Permitted Location, the Lessee shall be afforded a period of [number] Business Days (the "Inspection Period") within which to inspect the Equipment and to satisfy itself that the same conforms with the specifications set forth in this Agreement and is in good operating condition.
If, during the Inspection Period, the Lessee determines that the Equipment, or any part thereof, does not conform with the specifications or is defective in any material respect, the Lessee shall promptly notify the Lessor in writing specifying the nature of such non-conformity or defect, and the Lessor shall, at its sole cost and expense, promptly rectify, repair, replace or substitute the non-conforming or defective Equipment to the reasonable satisfaction of the Lessee.
Acceptance of the Equipment by the Lessee shall be deemed to have occurred upon the expiration of the Inspection Period without written notice of rejection having been given by the Lessee, or upon the Lessee's written confirmation of acceptance, whichever shall first occur (the "Acceptance Date").
Notwithstanding the foregoing, acceptance of the Equipment shall not constitute a waiver by the Lessee of any latent defects not reasonably discoverable upon ordinary inspection, nor of any warranty, representation or obligation of the Lessor hereunder.
Should the Lessor fail to deliver the Equipment by the Delivery Date for any reason other than a cause attributable solely to the Lessee, the Lessee shall be entitled, without prejudice to any other right or remedy available to it, to terminate this Agreement by written notice to the Lessor and to recover any sums paid in advance hereunder.
Term and Renewal
This Agreement shall commence on the Effective Date (or such later date as the Parties may mutually agree in writing, the "Commencement Date") and, subject to earlier termination in accordance with the provisions hereof, shall continue in full force and effect for a fixed term of [number] months (the "Initial Term"), expiring on [expiration date] (the "Expiration Date").
The Lessee shall have the sole and exclusive option, exercisable at its absolute discretion, to renew this Agreement for one or more additional terms of [number] months each (each a "Renewal Term"), upon the same terms and conditions as those set forth herein, save as to Rent which may be adjusted as provided in the following clause.
The Lessee shall exercise its right of renewal by giving written notice to the Lessor not later than [number] days prior to the expiration of the then-current Term, whereupon the Agreement shall automatically be extended for the applicable Renewal Term without the need for further formality.
In the event that the Lessee exercises its option to renew, the Rent payable during any Renewal Term shall remain as stipulated in this Agreement, unless the Parties shall have mutually agreed in writing to any adjustment thereto prior to the commencement of the relevant Renewal Term.
The Lessor shall have no corresponding right to terminate or decline renewal of this Agreement at the expiry of the Initial Term or any Renewal Term, save in the event of a subsisting and uncured material breach by the Lessee as contemplated in the section entitled Events of Default and Remedies.
Should the Lessee elect not to exercise its right of renewal, the Agreement shall terminate automatically upon the expiration of the then-current Term, and the Lessee shall return the Equipment in accordance with the section entitled Return of Equipment.
Rent and Payment Terms
In consideration of the lease of the Equipment, the Lessee shall pay to the Lessor the Rent in the sum of [amount] [currency] per calendar month, payable in advance on or before the [number] day of each calendar month throughout the Term.
All payments of Rent shall be made by the Lessee to the Lessor by electronic bank transfer in immediately available funds to such bank account as the Lessor shall from time to time designate in writing, and payment shall be deemed effected upon receipt of cleared funds in such account.
The first payment of Rent shall become due and payable on the Acceptance Date (or on a pro rata basis if the Acceptance Date falls on a day other than the first day of a calendar month), and subsequent payments shall fall due on the first day of each successive calendar month thereafter.
All Rent shall be paid without any deduction, set-off, counterclaim, abatement or withholding of any nature whatsoever, save as may be required by applicable law, in which event the Lessee shall provide the Lessor with such documentation evidencing such withholding as may reasonably be required.
Any sum not paid when due shall bear interest at the rate of [number] percent per annum, accruing from day to day from the due date until the date of actual payment, both before and after any judgment; provided, however, that the Lessor shall first give the Lessee not less than [number] Business Days' written notice of non-payment, within which period the Lessee shall be entitled to cure such default without penalty or interest.
All taxes, duties, levies and governmental charges of whatsoever nature arising out of or in connection with the ownership of the Equipment shall be borne and discharged by the Lessor, and the Rent stated herein is expressed exclusive of any value added tax or similar transactional tax properly chargeable thereon, which shall be payable additionally by the Lessee against receipt of a valid tax invoice.
The Lessor shall issue to the Lessee a proper and compliant invoice in respect of each monthly instalment of Rent not later than [number] Business Days prior to the due date for payment thereof.
Maintenance and Repairs
The Lessor shall, at its sole cost and expense, be solely responsible for all maintenance, servicing, repairs and replacements in respect of the Equipment throughout the Term, howsoever arising and whether the same are of a routine, preventive, corrective, scheduled, unscheduled or emergency nature.
The Lessor shall perform all scheduled preventive maintenance of the Equipment in accordance with manufacturer specifications and recognized industry standards, and shall furnish the Lessee with a reasonable schedule of such maintenance visits so as to minimize disruption to the Lessee's business operations.
In the event of any malfunction, breakdown, failure or defect of or in the Equipment, the Lessee shall notify the Lessor as soon as reasonably practicable, and the Lessor shall, at its own cost, attend to and remedy the same within [number] Business Days of receipt of such notice, or such shorter period as may be reasonably necessitated by the circumstances.
Should the Lessor fail to effect any repair or restoration within the time period aforesaid, the Lessee shall be entitled, without prejudice to any other right or remedy, to a pro rata abatement of the Rent in respect of any period during which the Equipment is wholly or substantially unusable by reason of such failure.
The Lessor shall, if and when the Equipment is unavailable for use for any period in excess of [number] Business Days by reason of maintenance, repair or breakdown, promptly provide the Lessee with a comparable substitute item of equipment at no additional cost to the Lessee, until such time as the Equipment is restored to full working order.
The Lessee shall not be required or permitted to undertake any maintenance, repair, alteration or modification of the Equipment, save that the Lessee shall exercise reasonable care in the use of the Equipment and shall promptly notify the Lessor of any observable defect, malfunction or damage.
The Lessor warrants that all replacement parts, components and consumables installed in or supplied for use with the Equipment shall be new, of merchantable quality and compatible with the Equipment, and shall be furnished at the Lessor's sole cost.
Security Deposit
Upon execution of this Agreement, the Lessee shall deposit with the Lessor the sum of [amount] [currency] (the "Security Deposit") as security for the due and faithful performance by the Lessee of its obligations hereunder.
The Security Deposit shall be held by the Lessor in a separate, identifiable account and shall not be commingled with the general funds of the Lessor, and the Security Deposit shall not be utilized by the Lessor save in accordance with the express terms of this Agreement.
The Lessor shall be entitled to deduct from the Security Deposit any undisputed sums which are due and payable by the Lessee to the Lessor hereunder and which remain unpaid following not less than [number] Business Days' written notice of demand to the Lessee, and only in the event that such sums are not paid within such notice period.
The Security Deposit shall not bear interest in favour of the Lessee, save that any interest actually accrued thereon shall be returned to the Lessee together with the principal sum upon expiration or termination of this Agreement.
Within [number] Business Days after the expiration or earlier termination of this Agreement and the return of the Equipment in accordance with the section entitled Return of Equipment, the Lessor shall refund to the Lessee the Security Deposit (or such balance thereof as remains after permitted deductions, if any), together with a written itemized accounting of any such deductions.
The Security Deposit shall not be construed as liquidated damages, nor shall it constitute an advance payment of Rent, nor shall the existence of the Security Deposit limit or restrict the Lessee's rights or remedies hereunder or at law.
Insurance
The Lessor shall, at its sole cost and expense, procure and maintain in full force and effect throughout the Term, with reputable and financially sound insurers, comprehensive insurance in respect of the Equipment covering, inter alia, loss, theft, damage, destruction and all usual perils, for its full replacement value.
The Lessor shall further procure and maintain, at its own cost, public liability insurance and product liability insurance in such amounts as are commercially reasonable having regard to the nature of the Equipment and the risks associated with its use, which policies shall name the Lessee as an additional insured in respect of its interest hereunder.
The Lessor shall, upon reasonable request by the Lessee, furnish certificates of insurance or other satisfactory evidence of the insurance coverages maintained pursuant to this section.
The Lessor shall ensure that all insurance policies required to be maintained hereunder contain a waiver of subrogation in favour of the Lessee and shall provide that no cancellation, non-renewal or material alteration shall take effect without not less than [number] days' prior written notice to the Lessee.
In the event of any loss, damage or destruction of the Equipment, the Lessor shall promptly pursue, at its own cost, any and all insurance claims arising therefrom, and the Lessee shall render such reasonable assistance and cooperation as may be required in connection therewith.
Any deductibles, excesses, co-insurance obligations or uninsured losses in respect of the Equipment shall be borne solely by the Lessor, and the Lessee shall under no circumstances be liable in respect thereof save in the case of gross negligence or wilful misconduct on the part of the Lessee.
The Lessee shall not be obliged to procure or maintain any insurance in respect of the Equipment, the Lessor having assumed sole responsibility therefor as herein provided.
Permitted Use of Equipment
The Lessee shall be entitled to use the Equipment for the ordinary conduct of its business operations, and for any purpose consistent with the nature and intended function of the Equipment, during the Term.
The Lessee shall use the Equipment with reasonable care and skill, in a manner consistent with the manufacturer's operating instructions and any reasonable usage guidelines provided in writing by the Lessor prior to or on the Commencement Date.
The Lessee shall ensure that the Equipment is operated only by personnel who are reasonably competent and, where applicable, properly trained in its use; the Lessor shall provide, at its cost, such initial training as may be reasonably required.
The Lessee shall comply with all applicable laws, regulations and ordinances governing the use, operation and possession of the Equipment at the Permitted Location.
The Lessee shall not use, nor knowingly permit the Equipment to be used, for any unlawful purpose or in any manner that would void, prejudice or render unenforceable any manufacturer's warranty or any insurance policy maintained in respect of the Equipment.
The Lessee shall not make any permanent alterations, modifications or additions to the Equipment without the prior written consent of the Lessor, such consent not to be unreasonably withheld; any such approved alterations shall, upon return of the Equipment, be dealt with as the Parties may then agree.
Normal wear and tear arising from ordinary and proper use of the Equipment during the Term shall be the exclusive responsibility of the Lessor and shall not constitute a breach of this Agreement by the Lessee.
Title and Ownership
Title to and ownership of the Equipment shall at all times remain vested solely and exclusively in the Lessor, and nothing contained in this Agreement shall be construed as conferring upon the Lessee any right, title or interest in or to the Equipment other than the right to use and possess the same during the Term as a lessee hereunder.
The Lessee acknowledges that the Equipment is and shall at all times remain the personal property of the Lessor, notwithstanding that the Equipment may be affixed or attached to any real property or to any other equipment or chattels of the Lessee.
The Lessee shall not sell, assign, transfer, mortgage, pledge, hypothecate, sublease or otherwise encumber or dispose of the Equipment or any interest therein, nor permit any lien, charge or encumbrance to attach thereto.
The Lessee shall affix to and maintain upon the Equipment any plates, labels or markings supplied by the Lessor identifying the Lessor as the owner thereof, and shall not remove, obscure or deface the same.
Should any third party at any time assert any claim, right or interest in or to the Equipment, or attempt to levy, attach or seize the same, the Lessee shall promptly notify the Lessor in writing and shall, at the Lessor's cost, render such reasonable cooperation as the Lessor may require to defend or protect its title.
The Lessor shall be entitled, upon reasonable prior written notice to the Lessee and during normal business hours, to inspect the Equipment at the Permitted Location, provided that such inspection shall be conducted in a manner which does not unreasonably interfere with the Lessee's business operations.
Risk of Loss and Damage
Risk of loss, theft, damage, destruction or deterioration of the Equipment, howsoever caused, shall at all times during the Term remain with and be borne exclusively by the Lessor, save only in cases of gross negligence or wilful misconduct on the part of the Lessee or its employees, agents or invitees.
In the event of any loss, theft, destruction or damage to the Equipment, the Lessee shall notify the Lessor as soon as reasonably practicable, and the Lessor shall, at its own cost and expense, repair, restore or replace the Equipment with reasonable diligence.
Pending the repair, restoration or replacement of the Equipment, the Rent shall abate in proportion to the extent to which the Lessee is deprived of the use and enjoyment of the Equipment, and no further Rent shall be payable in respect of any Equipment which is a total loss until a replacement is furnished and accepted by the Lessee.
Should the Equipment be rendered a total loss or be beyond economic repair, the Lessor shall, within [number] Business Days thereof, provide the Lessee with a comparable replacement at no additional cost to the Lessee, or, failing such replacement, the Lessee shall be entitled to terminate this Agreement forthwith without penalty and to recover any Rent paid in respect of the period following the loss.
The Lessor shall remain fully liable for the full replacement value of the Equipment throughout the Term, and the Lessee shall under no circumstances be required to indemnify the Lessor in respect of any loss or damage save as expressly provided in the first clause of this section.
The occurrence of any event of loss or damage to the Equipment shall not, save as expressly provided herein, relieve either Party from the performance of its other obligations under this Agreement.
Representations and Warranties
The Lessor represents, warrants and covenants to the Lessee that: it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation; it has full corporate power and authority to enter into and perform this Agreement; and the execution, delivery and performance hereof have been duly authorized by all requisite corporate action.
The Lessor further represents and warrants that it is the sole and absolute legal and beneficial owner of the Equipment, with full right and authority to lease the same to the Lessee, and that the Equipment is free and clear of all liens, encumbrances, security interests and adverse claims.
The Lessor represents and warrants that the Equipment, as at the Acceptance Date, shall be new or in good working order (as applicable), fit for the purposes for which it is ordinarily used, free from defects in materials and workmanship, and shall conform in all material respects with the specifications set forth in this Agreement, and such warranty shall extend throughout the Term.
The Lessor represents and warrants that the Equipment and the Lessee's use thereof as contemplated hereunder shall not infringe or misappropriate any patent, copyright, trademark, trade secret or other intellectual property right of any third party.
The Lessee represents and warrants that it has full legal capacity and authority to enter into and perform this Agreement in its capacity as a sole trader, and that the execution and performance hereof shall not conflict with or constitute a breach of any other agreement or obligation to which it is a party or by which it is bound.
Each Party represents to the other that this Agreement, upon execution, shall constitute a legal, valid and binding obligation of such Party, enforceable against it in accordance with its terms.
The warranties and representations set forth in this section are in addition to, and not in substitution for, any warranties implied by law for the benefit of the Lessee, which, to the fullest extent permitted by applicable law, shall remain in full force and effect.
Indemnification
The Lessor shall indemnify, defend and hold harmless the Lessee, its personnel, successors and permitted assigns from and against any and all claims, demands, actions, proceedings, liabilities, losses, damages, costs and expenses (including reasonable legal fees on a full indemnity basis) suffered or incurred by the Lessee arising out of or in connection with: (i) any defect in the Equipment; (ii) any breach by the Lessor of its representations, warranties or obligations hereunder; (iii) any claim that the Equipment or the Lessee's use thereof infringes any third-party right; (iv) any loss, damage or injury caused by the Equipment to any person or property; and (v) any claim brought by any third party asserting title, lien or security interest in the Equipment.
The Lessor's indemnification obligations hereunder shall apply regardless of whether the claim giving rise to the indemnification is based in contract, tort, strict liability, statutory violation or any other legal theory.
The Lessee shall indemnify the Lessor from and against any direct losses actually and reasonably suffered by the Lessor arising solely out of the gross negligence or wilful misconduct of the Lessee in the use of the Equipment, provided always that the Lessee's aggregate liability under this clause shall not in any event exceed the total Rent paid by the Lessee during the twelve (12) months immediately preceding the event giving rise to such liability.
The indemnified Party shall give the indemnifying Party written notice of any claim in respect of which indemnification is sought as soon as reasonably practicable after becoming aware thereof, provided that any failure or delay in giving such notice shall not relieve the indemnifying Party of its obligations hereunder save to the extent that it is materially prejudiced thereby.
The indemnifying Party shall have the right, at its own cost, to assume the defence of any such claim with counsel reasonably acceptable to the indemnified Party, and the indemnified Party shall render reasonable cooperation in the defence thereof at the indemnifying Party's cost.
No settlement of any claim by the indemnifying Party which imposes any obligation or liability upon, or admits any fault on the part of, the indemnified Party shall be effected without the prior written consent of the indemnified Party, such consent not to be unreasonably withheld.
In no event shall the Lessee be liable to the Lessor for any indirect, incidental, consequential, special or punitive damages, loss of profit, loss of business or loss of opportunity, howsoever arising, whether in contract, tort or otherwise.
The indemnification obligations set forth in this section shall survive the expiration or termination of this Agreement.
Events of Default and Remedies
Each of the following shall constitute an "Event of Default" on the part of the Lessee: (i) failure by the Lessee to pay any Rent or other sum due hereunder within [number] Business Days after the giving of written notice of such non-payment by the Lessor; (ii) material breach by the Lessee of any other covenant or obligation hereunder which breach, if capable of remedy, is not remedied within [number] Business Days after written notice thereof; or (iii) the Lessee becoming insolvent, making a composition with its creditors, or having a receiver or trustee appointed over its assets.
Each of the following shall constitute an "Event of Default" on the part of the Lessor: (i) failure by the Lessor to deliver the Equipment by the Delivery Date; (ii) material breach by the Lessor of its maintenance, repair, insurance or risk of loss obligations hereunder which is not remedied within [number] Business Days after written notice; (iii) any representation or warranty made by the Lessor proving to have been materially false or misleading when made; or (iv) the Lessor becoming insolvent or ceasing to carry on business.
Upon the occurrence and during the continuance of an Event of Default by the Lessee, the Lessor may, upon not less than [number] Business Days' prior written notice specifying the default and the Lessor's intention to exercise its remedies, terminate this Agreement and recover possession of the Equipment, together with any unpaid Rent accrued to the date of termination.
Upon the occurrence of an Event of Default by the Lessor, the Lessee shall be entitled, at its sole option and without prejudice to any other right or remedy, to: (i) terminate this Agreement forthwith by written notice to the Lessor; (ii) recover from the Lessor all losses, costs, damages and expenses suffered or incurred by the Lessee as a consequence of such default, including the costs of procuring alternative equipment; (iii) obtain a refund of all Rent and the Security Deposit paid in respect of any period following the default; and (iv) seek specific performance or injunctive relief.
The rights and remedies of the Parties set forth in this section are cumulative and in addition to, and not in substitution for, any other rights or remedies available to them at law or in equity.
No failure or delay by either Party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any further exercise thereof.
Return of Equipment
Upon the expiration or earlier termination of this Agreement for any reason, the Lessee shall, within [number] Business Days thereafter, make the Equipment available at the Permitted Location for collection by the Lessor.
The Lessor shall, at its sole cost and expense, be responsible for the dismantling, removal, transportation and all incidental expenses associated with the retrieval of the Equipment from the Permitted Location.
The Equipment shall be returned in the same condition as at the Acceptance Date, fair wear and tear and any defects or deterioration not attributable to the gross negligence or wilful misconduct of the Lessee excepted.
The Lessee shall not be liable for any costs, expenses, loss of value or diminution in the condition of the Equipment, save for damage caused directly by the Lessee's gross negligence or wilful misconduct, and in no case shall the Lessee be required to pay for ordinary refurbishment, cleaning or recommissioning of the Equipment.
Pending collection by the Lessor, the Lessee shall take reasonable steps to safeguard the Equipment, but shall not be required to maintain insurance thereover during the collection period.
Should the Lessor fail to collect the Equipment within [number] Business Days after being notified by the Lessee of its availability, the Lessee may, at the Lessor's cost, arrange for the storage or shipment of the Equipment to such location as the Lessor may designate, and the Lessee's obligations in respect of the Equipment shall thereupon be fully discharged.
Upon return of the Equipment, the Lessor shall promptly refund the Security Deposit to the Lessee in accordance with the section entitled Security Deposit.
Governing Law and Dispute Resolution
This Agreement, and all matters arising out of or in connection herewith, including its formation, validity, interpretation, performance, breach and termination, shall be governed by and construed in accordance with the substantive laws of [jurisdiction], without regard to any conflict of laws principles that would require the application of the laws of any other jurisdiction.
The Parties shall endeavour to resolve any dispute, controversy or claim arising out of or relating to this Agreement amicably through good faith negotiations between their duly authorized representatives, which negotiations shall commence promptly upon receipt by one Party of a written notice of dispute from the other.
If any such dispute cannot be resolved by negotiation within [number] days of the notice of dispute, the Parties shall, prior to the commencement of any formal proceedings, submit the dispute to mediation administered by a mutually agreed mediator in [city, jurisdiction], with the costs of mediation being borne by the Lessor.
Should mediation fail to resolve the dispute within [number] days of the appointment of the mediator, the dispute shall be finally resolved by binding arbitration under the rules of [arbitral institution] by [number] arbitrator(s) appointed in accordance with the said rules, with the seat of arbitration being [city, jurisdiction] and the language of arbitration being English.
The costs of arbitration, including the fees and expenses of the arbitrator(s), shall be borne by the unsuccessful Party or allocated as the arbitrator(s) may determine, provided that the arbitrator(s) shall be empowered to award reasonable legal fees to the prevailing Party.
Notwithstanding the foregoing, either Party shall be entitled to seek interim, injunctive or conservatory relief from any court of competent jurisdiction, and the Lessee shall be entitled, at its sole option, to bring proceedings for the recovery of undisputed sums due to it in the courts of [jurisdiction of Lessee].
Notices
All notices, consents, demands, requests, approvals and other communications required or permitted to be given hereunder shall be in writing and shall be deemed duly given upon: (i) personal delivery; (ii) delivery by internationally recognized courier service, upon receipt; (iii) transmission by registered or certified post with acknowledgment of receipt; or (iv) transmission by electronic mail with confirmation of delivery, to the addresses set forth below or to such other address as a Party may designate by notice given in accordance with this section.
Notices to the Lessor shall be addressed to: [Lessor Name], [address], Attention: [name/title], Email: [email address].
Notices to the Lessee shall be addressed to: [Lessee Name], [address], Attention: [Lessee], Email: [email address].
Any notice given in accordance with this section shall be deemed to have been received: (i) if delivered personally or by courier, on the date of actual delivery; (ii) if sent by registered or certified post, on the date of acknowledged receipt; and (iii) if sent by electronic mail, on the next Business Day following successful transmission.
Either Party may change its address or contact details for the purpose of notices hereunder by giving not less than [number] Business Days' prior written notice of such change to the other Party.
Notices concerning any alleged default, termination, indemnification claim or dispute shall be given in hard copy form (in addition to any electronic transmission) and shall additionally be copied to such legal representative as the recipient Party may from time to time designate in writing.
Miscellaneous Provisions
This Agreement, together with any documents expressly referred to herein, constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, understandings and communications, whether written or oral, relating thereto.
No amendment, variation, modification or supplement to this Agreement shall be effective unless made in writing and duly executed by the authorized representatives of both Parties.
No waiver by either Party of any breach or default by the other Party shall be effective unless in writing, and no such waiver shall constitute a waiver of any subsequent breach or default of a like or different nature.
The Lessee shall be entitled to assign, transfer or novate its rights and obligations under this Agreement, in whole or in part, to any successor to its business or to any affiliate, upon notice to the Lessor; the Lessor shall not assign or transfer its rights or obligations hereunder without the prior written consent of the Lessee, such consent not to be unreasonably withheld.
If any provision of this Agreement is held by any court or other competent authority to be invalid, illegal or unenforceable, in whole or in part, such provision shall be deemed severed from this Agreement, and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Neither Party shall be liable for any delay or failure in the performance of its obligations hereunder (other than payment obligations) to the extent such delay or failure is caused by circumstances beyond its reasonable control, provided that the affected Party gives prompt written notice thereof and uses reasonable efforts to mitigate the effects thereof.
Nothing in this Agreement shall be construed to create a partnership, joint venture, agency or employment relationship between the Parties, each of whom shall be regarded as an independent contractor.
This Agreement is made for the sole benefit of the Parties hereto and their respective permitted successors and assigns, and nothing herein shall be construed as conferring any rights upon any third party.
This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be deemed an original, but all of which taken together shall constitute one and the same instrument; execution and delivery by electronic means or in facsimile shall be deemed valid and binding.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date first above written.
FOR AND ON BEHALF OF THE LESSOR:
[Lessor Legal Name]
Signature: _______________________________
Name: [Name of Authorized Signatory]
Title: [Title]
Date: ____________________________________
FOR THE LESSEE:
[Lessee Full Name], Sole Trader
Signature: _______________________________
Name: [Lessee Full Name]
Registration/Taxpayer Number: [Number]
Date: ____________________________________
WITNESS (Lessor):
Signature: _______________________________
Name: [Witness Name]
Address: [Witness Address]
WITNESS (Lessee):
Signature: _______________________________
Name: [Witness Name]
Address: [Witness Address]