Lessor-Friendly Equipment Lease Agreement Template

Created October 24, 2026 · Updated October 24, 2026

EQUIPMENT LEASE AGREEMENT

This Equipment Lease Agreement (hereinafter 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], registration number [number], represented by [name], acting in the capacity of [title] (hereinafter referred to as the "Lessor");

and

[Lessee Legal Name], a sole trader registered under the laws of [jurisdiction], holding registration number [number], with principal place of business at [address] (hereinafter referred to as the "Lessee");

the Lessor and the Lessee being 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 more particularly described herein and is engaged in the business of leasing such equipment to commercial users;

WHEREAS, the Lessee desires to lease such equipment from the Lessor for use in the conduct of its business activities, and the Lessor is willing to lease the same to the Lessee, upon and subject to the terms, covenants and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants, representations and warranties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.

  1. Definitions and Interpretation

    1. In this Agreement, unless the context otherwise requires, the following expressions shall bear the meanings hereinafter respectively ascribed to them.

    2. "Equipment" shall mean the item or items of business equipment leased by the Lessor to the Lessee pursuant to this Agreement, as described by type, make, model, serial number, quantity and condition in the body of this Agreement at [Equipment Description], together with all accessories, attachments, replacement parts, additions, substitutions and improvements thereto or thereof, whether now owned or hereafter acquired by the Lessor and incorporated therein.

    3. "Rent" shall mean the periodic monetary consideration payable by the Lessee to the Lessor for the use and enjoyment of the Equipment during the Term, as set forth in the clauses dealing with Rent and Payment Terms hereof, together with all other sums, charges, fees, expenses, interest and amounts of whatsoever nature which the Lessee is obliged to pay to the Lessor under this Agreement.

    4. "Term" shall mean the fixed period commencing on the Commencement Date and expiring upon the Expiration Date, as determined in accordance with the clauses dealing with Term of Lease hereof, together with any extension, renewal or holdover period as may be expressly agreed in writing by the Parties.

    5. "Business Day" shall mean any day other than a Saturday, Sunday or public holiday on which banking institutions are generally open for business in the jurisdiction of the Lessor's registered office.

    6. "Event of Default" shall mean any event, circumstance, act or omission expressly identified as such in the clauses dealing with Default and Remedies hereof.

    7. The headings and sub-headings used in this Agreement are inserted for convenience of reference only and shall not be deemed to limit, modify or affect the construction or interpretation of any provision hereof.

    8. Words importing the singular shall include the plural and vice versa; words importing any gender shall include all genders; and references to persons shall include natural persons, bodies corporate, partnerships, firms, trusts and unincorporated associations.

    9. Any reference to a sum of money expressed in [currency] shall be construed as a reference to lawful currency of the jurisdiction specified for payment hereunder, and all payments to be made hereunder shall be made in such currency unless otherwise agreed in writing.

    10. Any reference to "writing" or "written" shall include any communication effected by letter, facsimile transmission or electronic mail, provided that the recipient is reasonably capable of identifying the sender and the content thereof.

  2. Lease of Equipment

    1. Subject to and in accordance with the terms, covenants and conditions of this Agreement, the Lessor hereby demises and leases unto the Lessee, and the Lessee hereby takes and accepts on lease from the Lessor, the Equipment, for the Term and against payment of the Rent hereinafter stipulated.

    2. The Equipment leased hereunder consists of the following: [detailed description, including make, model, serial number, quantity and specifications], the condition of which the Lessee acknowledges having inspected and found to be satisfactory in all respects on or prior to the Commencement Date.

    3. The lease hereby constituted is a true lease and nothing herein contained shall be construed as creating a sale, conditional sale, hire-purchase, financing arrangement, security interest, chattel mortgage or trust in respect of the Equipment in favour of the Lessee or any third party.

    4. The Lessee shall acquire no right, title or interest in or to the Equipment other than the right to peaceful use and possession thereof during the Term in strict accordance with the provisions of this Agreement.

    5. The Lessor reserves the right at any time, upon reasonable prior notice to the Lessee and during normal business hours, to inspect the Equipment or to cause the same to be inspected by its duly authorized representatives, in order to verify the condition thereof and the Lessee's compliance with the terms hereof.

    6. The Lessee shall not be entitled to any abatement, deduction, set-off, counterclaim or reduction of Rent or any other sum payable hereunder by reason of any defect in, loss of, damage to, destruction of, or interruption in the use of the Equipment, howsoever caused, save as expressly provided herein.

    7. The Lessee shall have no right to substitute, exchange or alter the Equipment without the prior written consent of the Lessor, which consent may be withheld in the Lessor's sole and absolute discretion.

  3. Security Deposit

    1. Simultaneously with the execution of this Agreement, and in any event prior to the delivery of the Equipment, the Lessee shall deposit with the Lessor, by way of security for the due and punctual performance and observance by the Lessee of all its obligations hereunder, a sum equal to [amount] (hereinafter the "Security Deposit").

    2. The Security Deposit shall be held by the Lessor throughout the Term and shall not bear interest in favour of the Lessee, nor shall it be regarded as an advance payment of Rent or any other sum due hereunder.

    3. The Lessor shall be entitled, at its sole discretion and without prejudice to any other right or remedy available to it, to apply the Security Deposit or any part thereof towards the discharge of any sum which may at any time be owing by the Lessee to the Lessor hereunder, or towards reimbursement of any loss, damage, cost or expense suffered or incurred by the Lessor as a consequence of any breach, default or non-observance by the Lessee of any term hereof.

    4. Whenever the Lessor shall have applied any portion of the Security Deposit as aforesaid, the Lessee shall, within [number] Business Days of written demand by the Lessor, replenish the Security Deposit to its original amount, and the failure to do so shall constitute an Event of Default.

    5. Upon the expiration or earlier termination of this Agreement and the return of the Equipment to the Lessor in the condition required hereunder, and provided that all sums due hereunder have been paid in full and all obligations duly discharged, the Lessor shall refund to the Lessee the balance of the Security Deposit, if any, without interest, within [number] Business Days of such return and verification.

    6. The Lessor shall be entitled to require, from time to time, an increase in the amount of the Security Deposit should the aggregate monthly Rent be increased by agreement of the Parties or should the Lessor reasonably determine that the Lessee's creditworthiness has materially deteriorated.

  4. Term of Lease

    1. The Term of this Agreement shall commence on [Commencement Date] (the "Commencement Date") and shall, unless earlier terminated in accordance with the provisions hereof, expire upon the lapse of [number] months thereafter (the "Expiration Date"), it being agreed that the Term shall in no event exceed twelve (12) consecutive months.

    2. Neither Party shall be entitled to terminate this Agreement prior to the Expiration Date, save in accordance with the clauses dealing with Default and Remedies hereof or as otherwise expressly permitted herein.

    3. Any renewal or extension of the Term beyond the Expiration Date shall be effective only if agreed in writing and signed by duly authorized representatives of both Parties, and in the absence of such written agreement this Agreement shall automatically expire on the Expiration Date without further formality.

    4. Should the Lessee continue in possession of the Equipment beyond the Expiration Date without the written consent of the Lessor, such continued possession shall not constitute a renewal or extension of this Agreement, but shall entitle the Lessor to recover from the Lessee holdover compensation at a daily rate equal to [number] percent of the pro rata daily Rent, in addition to any damages which the Lessor may suffer by reason of such holdover.

    5. The expiration or termination of this Agreement for any reason whatsoever shall not relieve the Lessee of any obligation which, by its nature or by express stipulation, is intended to survive such expiration or termination, including obligations relating to payment, indemnification, return of the Equipment and confidentiality.

    6. The Lessor reserves the right to terminate this Agreement forthwith by written notice to the Lessee upon the occurrence of any Event of Default, without prejudice to any other right or remedy available to the Lessor at law, in equity or under this Agreement.

  5. Delivery and Acceptance

    1. The Lessor shall deliver the Equipment to the Lessee at [delivery location] on or about the Commencement Date, provided, however, that the time for delivery shall not be of the essence and the Lessor shall not be liable for any delay in delivery howsoever caused.

    2. The costs of delivery, transportation, insurance in transit, installation, set-up, configuration and commissioning of the Equipment shall be borne exclusively by the Lessee, unless otherwise expressly agreed in writing between the Parties.

    3. Upon delivery, the Lessee shall promptly inspect the Equipment and shall, within [number] Business Days of the actual delivery date, deliver to the Lessor a written acceptance certificate confirming that the Equipment has been received in good order and condition, conforms to the description set forth herein and is fit for the Lessee's intended purposes (the "Acceptance Certificate").

    4. If the Lessee fails to deliver the Acceptance Certificate or a written notice of rejection setting forth in reasonable detail the grounds therefor within the period specified in the preceding clause, the Equipment shall be conclusively deemed to have been accepted by the Lessee in all respects and the Lessee shall be estopped from asserting any claim or defence based upon the condition, suitability or conformity of the Equipment as at the date of delivery.

    5. Any rejection of the Equipment by the Lessee shall be effective only if based upon a material and substantial non-conformity with the description set forth herein, and shall not entitle the Lessee to cancel this Agreement or withhold any payment hereunder pending resolution of the matter.

    6. The Lessee shall not refuse delivery of the Equipment on account of trivial defects, cosmetic imperfections or matters which do not materially impair the functionality of the Equipment.

    7. Risk in the Equipment shall pass to the Lessee upon delivery to the Lessee or to any carrier, agent or representative acting on its behalf, whichever shall first occur, and such risk shall remain with the Lessee until the Equipment has been duly returned to and accepted by the Lessor in accordance with the provisions hereof.

  6. Maintenance and Repairs

    1. The Lessee shall, at its sole cost and expense and throughout the Term, keep and maintain the Equipment in good working order, condition and repair, ordinary wear and tear excepted, and shall perform or cause to be performed all servicing, cleaning, adjustments, calibrations and preventative maintenance in accordance with the manufacturer's recommendations and generally accepted industry practice.

    2. All repairs, whether ordinary or extraordinary, structural or non-structural, foreseen or unforeseen, shall be undertaken by the Lessee at its sole cost and expense, and shall be carried out exclusively by qualified technicians approved in advance in writing by the Lessor, using only original or Lessor-approved replacement parts.

    3. Any parts, components, accessories or improvements installed on, affixed to or incorporated into the Equipment, whether by way of repair, replacement, upgrade or otherwise, shall immediately and automatically become the property of the Lessor, free of any claim, lien or encumbrance, and shall form part of the Equipment for all purposes of this Agreement.

    4. The Lessee shall not make any alterations, modifications, additions or improvements to the Equipment without the prior written consent of the Lessor, which consent may be granted or withheld in the Lessor's sole discretion; any unauthorized alteration shall be removed by the Lessee at its own cost upon demand by the Lessor, and the Equipment restored to its original condition.

    5. The Lessee shall maintain accurate and complete records of all maintenance, servicing and repairs performed on the Equipment, and shall furnish copies of such records to the Lessor upon request.

    6. Should the Lessee fail to perform any maintenance or repair obligation hereunder, the Lessor shall be entitled, but not obliged, upon prior written notice to the Lessee, to perform or procure the performance of such obligation at the Lessee's cost, and the Lessee shall reimburse the Lessor on demand for all costs, expenses and administration fees so incurred.

    7. The Lessee shall promptly notify the Lessor in writing of any defect, malfunction, breakdown or damage to the Equipment, and shall take all reasonable steps to prevent further damage or deterioration pending repair.

    8. In no event shall the Lessor be responsible for providing maintenance, servicing, repairs, spare parts, consumables or technical support in respect of the Equipment, all of which shall be the exclusive responsibility of the Lessee.

  7. Rent and Payment Terms

    1. In consideration of the lease hereby granted, the Lessee shall pay to the Lessor Rent at the rate of [amount] per month, exclusive of any applicable taxes, duties, levies or charges, which shall be borne additionally by the Lessee.

    2. Rent shall be payable monthly in advance, without any demand, deduction, set-off, counterclaim or withholding whatsoever, on or before the [number] day of each calendar month throughout the Term, with the first instalment being due and payable on or before the Commencement Date.

    3. Where the Commencement Date or the Expiration Date falls on a day other than the first or last day of a calendar month, the Rent for the first and last months of the Term shall be prorated on a daily basis, calculated on the basis of a thirty (30) day month.

    4. All payments due hereunder shall be made by electronic bank transfer in immediately available funds, in [currency], to such bank account as the Lessor shall designate from time to time in writing, and shall be deemed received only upon actual credit of cleared funds to such account.

    5. Any sum which is not paid by the Lessee on the due date therefor shall bear interest from the due date until the date of actual payment, both before and after judgment, at a rate equal to [number] percent per month or the maximum rate permitted by applicable law, whichever is the lower, without prejudice to any other right or remedy available to the Lessor.

    6. All bank charges, transfer fees, currency conversion costs and similar expenses incurred in connection with the making of any payment hereunder shall be borne by the Lessee, so that the Lessor shall receive the full amount due hereunder free and clear of all such charges.

    7. The Lessee shall be solely responsible for all taxes, duties, levies, assessments and governmental charges of whatsoever nature imposed in connection with the lease, possession, use or operation of the Equipment, excluding only taxes imposed on the net income of the Lessor.

    8. Payments received from the Lessee shall be applied by the Lessor in the following order: firstly, to accrued interest; secondly, to costs and expenses recoverable hereunder; thirdly, to other sums due hereunder; and lastly, to outstanding Rent, notwithstanding any contrary designation by the Lessee.

  8. Insurance

    1. The Lessee shall, at its sole cost and expense and at all times from the date of delivery of the Equipment until its return to the Lessor, procure and maintain in full force and effect, with insurers of good repute and financial standing acceptable to the Lessor, comprehensive insurance in respect of the Equipment.

    2. Such insurance shall include, without limitation: (i) all-risks property insurance covering the Equipment against physical loss, damage or destruction from any cause, for an amount not less than the full replacement value thereof; (ii) public liability insurance covering third-party bodily injury, death and property damage arising out of or in connection with the possession, use or operation of the Equipment, in an amount not less than [amount] per occurrence; and (iii) such further insurance as the Lessor may reasonably require from time to time.

    3. All policies of insurance maintained by the Lessee hereunder shall name the Lessor as loss payee and additional insured as its interests may appear, and shall contain a waiver of subrogation in favour of the Lessor and a provision that the insurance may not be cancelled, lapsed or materially altered without at least thirty (30) days' prior written notice to the Lessor.

    4. The Lessee shall deliver to the Lessor, prior to the delivery of the Equipment and thereafter upon request, certificates of insurance evidencing the coverage required hereunder, together with copies of the relevant policies and proof of payment of premiums.

    5. Should the Lessee fail to procure or maintain any insurance required hereunder, the Lessor shall be entitled, but not obliged, to procure such insurance on the Lessee's behalf, and the Lessee shall reimburse the Lessor on demand for all premiums, costs and administration fees so incurred.

    6. The proceeds of any insurance claim in respect of loss of or damage to the Equipment shall be payable directly to the Lessor and shall be applied, at the Lessor's sole discretion, towards the repair or replacement of the Equipment or towards the satisfaction of the Lessee's obligations hereunder.

    7. The maintenance of insurance by the Lessee shall not limit, reduce or otherwise affect the Lessee's liability under the indemnification provisions of this Agreement or at law, and the Lessee shall remain fully liable for any loss, damage, cost or expense not covered or recoverable under such insurance.

  9. Title and Ownership

    1. Title to and ownership of the Equipment shall at all times remain vested absolutely in the Lessor, and nothing in this Agreement shall operate to transfer or convey any proprietary interest in the Equipment to the Lessee, who shall at all times hold the Equipment as mere bailee for and on behalf of the Lessor.

    2. The Lessee shall not, directly or indirectly, create, incur, assume, suffer to exist or permit any mortgage, charge, pledge, lien, encumbrance, security interest or other claim of any nature upon or against the Equipment, nor shall it do or suffer any act or thing whereby the Lessor's title to the Equipment may be impaired, prejudiced or placed in jeopardy.

    3. The Lessee shall at all times keep the Equipment at the location specified at [installation location] and shall not remove, relocate, transfer or export the Equipment therefrom without the prior written consent of the Lessor.

    4. The Lessee shall affix and keep affixed to the Equipment, in a prominent and visible position, such plates, labels, markings or notices as the Lessor may from time to time require to indicate the Lessor's ownership thereof, and shall not remove, alter, deface or obscure the same.

    5. The Lessee shall promptly notify the Lessor in writing of any attempt by any third party to attach, seize, levy upon, repossess or otherwise interfere with the Equipment, and shall at its own cost take all necessary steps to defend the Lessor's title and to procure the release of the Equipment.

    6. The Lessee shall not sell, assign, sublet, lend, mortgage, pledge, hypothecate or otherwise part with possession of the Equipment, or of its rights hereunder, in whole or in part, without the prior written consent of the Lessor, which consent may be withheld in the Lessor's absolute discretion; any purported transaction in breach of this clause shall be void and of no effect.

    7. The Equipment shall at all times be and remain personal (movable) property, notwithstanding that it may be affixed or attached to any real property or any building, structure or improvement thereon.

  10. Permitted Use of Equipment

    1. The Lessee shall use the Equipment solely and exclusively for lawful business purposes consistent with the manufacturer's specifications and intended use, and in strict compliance with all applicable laws, regulations, bye-laws, codes of practice, licences and permits.

    2. The Lessee shall not use or permit the use of the Equipment in any manner which is negligent, abusive, unlawful or likely to cause damage to the Equipment, injury to any person or damage to any property.

    3. The Equipment shall be operated only by the Lessee personally or by persons who are duly qualified, trained, competent and licensed (where applicable) to operate the same, and who are under the direct supervision and control of the Lessee.

    4. The Lessee shall not use the Equipment in connection with any hazardous, dangerous or ultra-hazardous activity, nor in any environment or under any conditions which exceed the operational tolerances or specifications prescribed by the manufacturer.

    5. The Lessee shall obtain and maintain, at its sole cost and expense, all licences, permits, authorizations, consents and approvals required for the possession, use and operation of the Equipment, and shall produce evidence of the same to the Lessor upon request.

    6. The Lessee shall not use the Equipment outside the territorial limits of [jurisdiction] without the prior written consent of the Lessor.

    7. The Lessee shall indemnify the Lessor on demand against any and all fines, penalties, sanctions, costs, charges and expenses imposed upon or incurred by the Lessor as a consequence of any breach by the Lessee of this clause.

    8. Any use of the Equipment in contravention of this clause shall constitute a material breach of this Agreement and an Event of Default.

  11. Risk of Loss and Damage

    1. From and after the delivery of the Equipment and until its return to and acceptance by the Lessor, the Lessee shall bear the entire risk of loss, theft, destruction, damage, confiscation, requisition or disappearance of the Equipment, howsoever caused, including loss or damage caused by force majeure, act of God, war, terrorism, fire, flood, earthquake, civil disturbance or the negligent, wilful or criminal act of any third party.

    2. No such loss, theft, destruction or damage shall relieve the Lessee of its obligation to pay Rent or any other sum due hereunder, nor shall it discharge or diminish any other obligation of the Lessee under this Agreement.

    3. In the event of any loss of or damage to the Equipment, the Lessee shall forthwith notify the Lessor in writing, providing full particulars of the circumstances, and shall, at the election of the Lessor and at the Lessee's sole cost and expense, either (i) cause the Equipment to be repaired and restored to the condition in which it was immediately prior to such loss or damage, or (ii) replace the Equipment with equipment of the same make, model and specification, in new condition, which shall thereupon become the property of the Lessor and form part of the Equipment hereunder, or (iii) pay to the Lessor the full replacement value of the Equipment together with all Rent and other sums due or accruing due hereunder up to the date of such payment.

    4. In the case of total loss, theft or destruction of the Equipment, or where the Equipment is damaged beyond economic repair, the Lessee shall, within [number] Business Days of the date of such event, pay to the Lessor the stipulated loss value of the Equipment, being an amount equal to the aggregate of (i) the full replacement value thereof, (ii) all Rent and other sums due and unpaid as at the date of payment, and (iii) all Rent which would have become due for the unexpired portion of the Term, discounted (if the Lessor so elects) at a reasonable rate.

    5. Upon payment in full of the amounts specified in the preceding clause, this Agreement shall terminate in respect of the Equipment so lost, destroyed or damaged, without prejudice to the Lessor's accrued rights.

    6. The Lessee shall not be entitled to any abatement of Rent or any other relief by reason of any loss of, damage to, or inability to use the Equipment during the period of any repair or replacement, which shall be effected at the Lessee's sole cost and risk.

    7. Any insurance proceeds received by the Lessor in respect of the Equipment shall be credited against the amounts due from the Lessee under this clause, but only to the extent actually received in cleared funds.

  12. Representations and Warranties

    1. The Lessee hereby represents and warrants to the Lessor that: (i) it is duly registered as a sole trader and has full legal capacity to enter into and perform this Agreement; (ii) the execution and performance of this Agreement does not and will not contravene any law, regulation or contractual restriction binding upon the Lessee; and (iii) this Agreement constitutes the legal, valid and binding obligations of the Lessee, enforceable against it in accordance with its terms.

    2. The Lessee further represents and warrants that all information furnished by it to the Lessor in connection with this Agreement and the leasing of the Equipment is true, accurate and complete in all material respects, and that it has not withheld any information which, if disclosed, might reasonably have affected the Lessor's decision to enter into this Agreement.

    3. The Lessee acknowledges that it has selected the Equipment on the basis of its own judgment and expertise, and has not relied upon any representation, statement, advice or warranty of the Lessor as to the condition, quality, suitability, performance, merchantability or fitness for purpose of the Equipment.

    4. The Lessor leases the Equipment to the Lessee strictly on an "as is, where is" basis and, save as expressly set forth herein, makes no representations or warranties of any kind, whether express or implied, statutory or otherwise, in respect of the Equipment, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement, design, condition, quality, capacity, workmanship or performance, all of which are hereby excluded to the fullest extent permitted by law.

    5. The Lessor shall not be liable to the Lessee for any loss, damage, cost or expense (whether direct, indirect, consequential, incidental, special, punitive or exemplary, and including loss of profits, loss of business, loss of use, loss of data or loss of goodwill) arising out of or in connection with the Equipment, its selection, delivery, possession, use, operation, maintenance, repair, performance, non-performance or return, save in the case of fraud or wilful misconduct on the part of the Lessor.

    6. To the extent that the Equipment is covered by any manufacturer's or supplier's warranty, the Lessor shall, without prejudice to its own rights thereunder, use reasonable endeavours to make such warranty available to the Lessee during the Term, provided that the Lessee shall bear all costs associated with any claim thereunder.

    7. Each Party represents that it has had the opportunity to seek independent legal advice before entering into this Agreement and does so of its own free will.

  13. Indemnification

    1. The Lessee shall indemnify, defend and hold harmless the Lessor and its directors, officers, employees, agents, affiliates and successors (collectively, the "Indemnified Persons") from and against any and all claims, demands, actions, suits, proceedings, liabilities, losses, damages, judgments, awards, fines, penalties, costs and expenses (including reasonable legal fees on a full indemnity basis) of whatsoever nature, suffered or incurred by any of the Indemnified Persons, arising out of or in connection with: (i) the possession, use, operation, maintenance, repair, storage, transportation or return of the Equipment; (ii) any breach by the Lessee of any term, covenant, representation or warranty hereof; (iii) any act, omission, negligence or wilful misconduct of the Lessee or its employees, agents, contractors or invitees; (iv) any claim by any third party in respect of personal injury, death or property damage related to the Equipment; or (v) any claim of infringement by the Equipment of any third party intellectual property right, where such infringement arises out of use of the Equipment in a manner not expressly authorized hereunder.

    2. The indemnities contained in this clause shall survive the expiration or termination of this Agreement and shall not be affected or diminished by any insurance maintained by the Lessee or by any payment received thereunder.

    3. The Lessor shall notify the Lessee of any claim in respect of which it intends to seek indemnification hereunder, provided that any failure or delay in giving such notice shall not relieve the Lessee of its indemnification obligations save to the extent that the Lessee is materially prejudiced thereby.

    4. The Lessee shall, at the Lessor's option and at the Lessee's cost, assume the defence of any such claim with counsel reasonably acceptable to the Lessor, but shall not settle or compromise any claim without the Lessor's prior written consent.

    5. Notwithstanding the preceding clause, the Lessor shall be entitled at all times to participate in the defence of any claim with counsel of its own choosing and at the Lessee's expense, where the Lessor reasonably considers that its interests may not be adequately protected by counsel appointed by the Lessee.

    6. The aggregate liability of the Lessor to the Lessee under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall in no event exceed an amount equal to the Rent actually paid by the Lessee hereunder during the three (3) months immediately preceding the event giving rise to liability.

    7. In no event shall the Lessor be liable to the Lessee for any indirect, consequential, incidental, special, punitive or exemplary damages, or for any loss of profits, revenue, business, use, data or goodwill, howsoever arising.

  14. Default and Remedies

    1. Each and any of the following events shall constitute an Event of Default under this Agreement: (i) the failure of the Lessee to pay any sum due hereunder on the due date therefor; (ii) the failure of the Lessee to observe or perform any other term, covenant or obligation hereunder and the continuance of such failure for a period of [number] Business Days after written notice from the Lessor; (iii) any representation or warranty made by the Lessee herein proving to have been false, incorrect or misleading in any material respect when made; (iv) the Lessee becoming insolvent, suspending payments generally, entering into any composition or arrangement with creditors, having a receiver, administrator, trustee or liquidator appointed over the whole or any part of its assets, or being the subject of any bankruptcy, insolvency or analogous proceeding; (v) the Lessee ceasing or threatening to cease to carry on business; (vi) any seizure, attachment or execution against the Equipment; or (vii) the occurrence of any event which, in the reasonable opinion of the Lessor, is likely materially to impair the Lessee's ability to perform its obligations hereunder.

    2. Upon the occurrence of any Event of Default, the Lessor shall be entitled, at its sole discretion and without prejudice to any other right or remedy available to it at law, in equity or hereunder, and without any requirement of prior judicial authorization save as mandatorily required by applicable law, to exercise any one or more of the following remedies: (i) to terminate this Agreement forthwith by written notice to the Lessee; (ii) to declare all unpaid Rent and other sums due hereunder for the remainder of the Term to be immediately due and payable; (iii) to enter upon any premises where the Equipment may be located and to repossess and remove the Equipment, without liability for trespass or damage to such premises; (iv) to apply the Security Deposit in whole or in part towards the discharge of the Lessee's obligations; (v) to lease, sell or otherwise dispose of the Equipment and to apply the net proceeds towards the discharge of the Lessee's obligations; and (vi) to recover from the Lessee all damages, costs and expenses occasioned by the Event of Default.

    3. The Lessee shall reimburse the Lessor on demand for all costs, charges and expenses (including reasonable legal fees on a full indemnity basis, repossession costs, storage, insurance and refurbishment charges) incurred by the Lessor in enforcing its rights hereunder or in connection with any Event of Default.

    4. No failure or delay on the part of the Lessor 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 or other exercise thereof.

    5. The rights and remedies of the Lessor under this Agreement are cumulative and not alternative, and are in addition to, and not in substitution for, any rights or remedies available to the Lessor at law, in equity or under any other agreement.

    6. The Lessee hereby irrevocably waives any right it may have to require the Lessor to proceed first against any third party, to realize any security or to pursue any particular remedy, before enforcing its rights against the Lessee.

    7. Any termination of this Agreement by the Lessor on account of an Event of Default shall be without prejudice to the Lessor's right to recover all sums accrued due up to and including the date of termination, together with damages in respect of the premature termination of the Term.

  15. Return of Equipment

    1. Upon the expiration or earlier termination of this Agreement for any reason whatsoever, the Lessee shall, at its sole cost, risk and expense, forthwith return the Equipment to the Lessor at such location within [jurisdiction] as the Lessor shall nominate in writing.

    2. The Equipment shall be returned in the same condition as it was in on the Commencement Date, fair wear and tear excepted, properly cleaned, serviced, calibrated and in good working order, together with all accessories, attachments, manuals, keys, software, documentation and spare parts delivered with it or acquired in respect of it during the Term.

    3. Prior to the return of the Equipment, the Lessee shall, at its own cost, cause the Equipment to be inspected by a qualified technician approved by the Lessor and shall furnish the Lessor with a written report certifying its condition and operational fitness.

    4. Should the Equipment, upon return, be found to be in a condition which does not comply with the preceding clauses, the Lessee shall be liable to the Lessor for all costs of repair, refurbishment, cleaning, servicing and replacement of missing components necessary to restore the Equipment to the required condition, together with Rent at the full daily rate for each day during which such restoration is being effected.

    5. If the Lessee fails to return the Equipment on or before the required date, or returns it to a location other than that nominated by the Lessor, the Lessor shall be entitled (without prejudice to any other right or remedy) to retake possession of the Equipment, and the Lessee shall reimburse the Lessor on demand for all costs, charges and expenses incurred in so doing.

    6. Pending return of the Equipment, the Lessee shall continue to be bound by all its obligations hereunder, including the obligations to pay Rent, to maintain insurance and to preserve the Equipment in good condition.

    7. The Lessee shall sign and deliver all such documents, and shall do all such acts and things, as may be necessary or desirable to vest in the Lessor full and unencumbered possession of the Equipment and to evidence the discharge of the lease.

    8. Risk in the Equipment shall remain with the Lessee until the Equipment has been physically redelivered to the Lessor at the nominated location and formally accepted by the Lessor in writing.

  16. Governing Law and Dispute Resolution

    1. This Agreement, and any non-contractual obligations arising out of or in connection with it, shall be governed by and construed in accordance with the laws of [jurisdiction], without regard to any conflict of laws principles that would require the application of the laws of any other jurisdiction.

    2. Any dispute, controversy or claim arising out of, relating to or in connection with this Agreement, including any question regarding its existence, validity, interpretation, performance, breach or termination, shall in the first instance be the subject of good faith negotiations between duly authorized representatives of the Parties, who shall meet within [number] Business Days of a written request by either Party.

    3. Failing amicable resolution within [number] Business Days of such written request, the dispute shall be finally and exclusively settled by arbitration under the rules of [arbitral institution] by [number] arbitrator(s) appointed in accordance with the said rules, with the seat of arbitration at [seat] and the language of the proceedings being English.

    4. The decision of the arbitrator(s) shall be final and binding upon the Parties, who hereby waive any right of appeal or recourse to any court, save on grounds of fraud or manifest denial of due process.

    5. Notwithstanding the foregoing, the Lessor shall at all times be entitled to apply to any court of competent jurisdiction for interim, injunctive, protective or conservatory relief, including orders for the preservation, delivery up or repossession of the Equipment, and for the recovery of any sums undisputedly due hereunder, without such application constituting a waiver of its right to arbitrate.

    6. Each Party shall bear its own costs of any dispute resolution proceedings, provided that the arbitrator(s) or court, as the case may be, shall have power to award costs (including reasonable legal fees) against the unsuccessful Party.

    7. The existence of any dispute shall not entitle the Lessee to withhold or defer the payment of any sum due hereunder or to suspend the performance of any obligation.

  17. Notices

    1. Any notice, demand, request, consent or other communication to be given under or in connection with this Agreement shall be in writing, in the English language, and shall be delivered by hand, by prepaid registered post, by internationally recognized courier service, or by electronic mail (with confirmation of receipt), to the address of the recipient Party set forth below or to such other address as the recipient may notify to the sender in writing from time to time.

    2. Notices to the Lessor shall be addressed as follows: [Lessor name], [Lessor address], attention: [name/title], email: [email address].

    3. Notices to the Lessee shall be addressed as follows: [Lessee name], [Lessee address], email: [email address].

    4. Any notice shall be deemed to have been duly given and received: (i) if delivered by hand, upon actual delivery; (ii) if sent by registered post, on the [number] Business Day after posting; (iii) if sent by courier, upon receipt as evidenced by the courier's confirmation; and (iv) if sent by electronic mail, upon receipt by the sender of a confirmation of successful transmission, provided that if such transmission is received outside normal business hours in the place of receipt, it shall be deemed received at the commencement of normal business hours on the next Business Day.

    5. A Party may change its address or electronic mail address for the receipt of notices by giving written notice of such change to the other Party in accordance with this clause, such change to take effect [number] Business Days after receipt of such notice.

    6. The accidental omission to give notice, or the non-receipt of any notice by the intended recipient, shall not invalidate any proceedings taken in reliance on such notice, provided that the sender can demonstrate that the notice was duly despatched in accordance with this clause.

  18. Miscellaneous Provisions

    1. This Agreement, together with any documents expressly referred to herein, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, representations, understandings and agreements, whether written or oral, relating thereto.

    2. No amendment, variation, modification or supplement to this Agreement shall be valid or effective unless made in writing and signed by duly authorized representatives of both Parties.

    3. The Lessee shall not assign, transfer, charge or otherwise deal with its rights or obligations under this Agreement, in whole or in part, without the prior written consent of the Lessor, which consent may be withheld in the Lessor's absolute discretion; the Lessor may freely assign, transfer or encumber its rights and obligations hereunder in whole or in part, without the consent of the Lessee.

    4. If any provision of this Agreement is held by a court or arbitral tribunal of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of the remaining provisions, which shall remain in full force and effect, and the Parties shall endeavour in good faith to replace the invalid provision with a valid provision which most closely reflects their original intention.

    5. No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any further exercise of the same or any other right, power or privilege; any waiver shall be effective only if given in writing.

    6. Nothing in this Agreement shall be construed as creating a partnership, joint venture, agency, employment or fiduciary relationship between the Parties, and neither Party shall have authority to bind the other save as expressly provided herein.

    7. Neither Party shall be liable for any failure or delay in the performance of its obligations hereunder (other than obligations to pay money) which is caused by any event beyond its reasonable control; the Party so affected shall promptly notify the other and shall use reasonable endeavours to mitigate the effects of such event.

    8. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, and all counterparts together shall constitute one and the same instrument; delivery of an executed counterpart by electronic means shall be effective as delivery of an original.

    9. The provisions of this Agreement which by their nature are intended to survive termination or expiration shall so survive, including, without limitation, provisions relating to indemnification, payment obligations, governing law and dispute resolution.

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.

THE LESSOR:

[Lessor Legal Name]

By: ______________________________

Name: [name]

Title: [title]

Date: [date]

Signature: ______________________________

THE LESSEE:

[Lessee Legal Name], Sole Trader

By: ______________________________

Name: [name]

Registration Number: [number]

Date: [date]

Signature: ______________________________

WITNESS (for the Lessor):

Name: [name]

Address: [address]

Signature: ______________________________

WITNESS (for the Lessee):

Name: [name]

Address: [address]

Signature: ______________________________