THIS AGREEMENT EFFECTIVE the ___ day of ____________, ________.
LESSOR, a corporation duly incorporated under the laws of __________________ and
having an office at __________________ (hereinafter referred to as the “Lessor”)
OF THE FIRST PART
- and -
LESSEE, a corporation duly incorporated under the laws of __________________ and
having an office at __________________ (hereinafter referred to as the “Lessee”)
OF THE SECOND PART
The parties hereto agree as follows:
1. LEASED EQUIPMENT AND TERM
1.1 The Lessor hereby leases to the Lessee the following equipment, machinery, personal property
and accessories, including any and all original and replacement items, substitutions, licenses for use,
renewals and additions relating thereto (the “Equipment”) all as more particularly described in Schedule
“A” and any amendments or replacements thereto, attached hereto and incorporated herein by reference,
and made a part hereof. The capitalized term “Agreement” and the phrase “this Agreement” and words
of similar context shall mean this Equipment Lease Agreement, all Schedules, Exhibits and any
amendments, addenda or riders hereto.
2.1 This Lease shall become effective commencing on the ___ day of ____________, ________, (the
“Commencement Date”) and shall continue for a term of ______ years (the “Lease Term”) from such
Commencement Date unless renewed as may be provided herein.
3. RENTAL RATES AND PAYMENTS
3.1 The Lessee shall pay a monthly rental to the Lessor at ________________ or such other place as
the Lessor may from time to time designate, for the use of the Equipment in the amount of $__________
on the first day of each and every month, including the Commencement Date, and continuing for the term
of this Lease and any renewal thereof. If the Commencement Date does not fall on the first day of the
month, the rental for the first month of the Lease Term shall be prorated for the number of days
remaining in the calendar month in which the Commencement Date falls. The first ________ monthly
rental payment(s) for the Equipment [is/are] immediately payable on the Commencement Date.
3.2 All monthly rental payments shall be due and payable by the Lessee to the Lessor without
demand or invoice. All other payments required to be made by Lessee hereunder to Lessor shall be due
and payable on demand therefor.
3.3 Lessee’s obligation to pay all rent and any other amounts payable hereunder and to perform its
obligations pursuant to this Agreement shall be absolute and unconditional under any and all
circumstances included without limitation, any right of set-off, counterclaim, recoupment, defence or
other right which Lessee may have against Lessor or anyone for any reason whatsoever.
3.4 This is a net lease as between the parties. Lessee shall be solely responsible for all costs and
expenses of every nature whatsoever arising out of or in connection with or related to this Agreement or
the Equipment. Lessee shall pay to Lessor the monthly rental payments and any other amounts payable
hereunder net of any costs or expenses. If Lessee fails to make payments as they become due or to
perform any of its obligations hereunder, Lessor may, at its option, pay or perform such obligation and
any payment made or expense incurred by Lessor in connection therewith shall become immediately due
and payable by Lessee upon demand.
4. USE AND LOCATION OF EQUIPMENT
4.1 The Lessee will at all times during the term of this Agreement:
(a) use and operate the Equipment in full compliance with all laws and the requirements of any
judicial or regulatory body having jurisdiction;
(b) not use or permit the use of the Equipment other than at the Lessee’s business premises or at such
other place(s) as may be specifically approved of in writing by the Lessor;
(c) use the Equipment for business purposes only;
(d) ensure that the Equipment is used, operated, maintained and stored in accordance with the
provisions of this Agreement and any applicable insurance policies, manufacturer’s manuals,
warranties or instructions relating thereto;
(e) maintain all insurance policies and manufacturer’s warranties and guarantees in full force and
(f) allow the Equipment to be used only by competent, duly qualified personnel who are trained in
the proper use of the Equipment.
4.2 Lessee shall attend to all necessary site preparations for the installation or removal of Equipment,
and shall be responsible for the payment of all costs and expenses incurred in such installation or
4.3 Lessee shall bear the entire cost of using the Equipment during the term of this Agreement.
5.1 It is expressly understood that this is an Agreement of Lease only, and that the Lessee acquires no
right, title or interest in or to the Equipment other than the right to the possession and use of the same in
accordance with the terms of this Lease. Title to the Equipment and every part thereof shall remain in
5.2 Lessor may require labels, tags, plates or other markings to be affixed to the Equipment
indicating Lessor’s ownership of the Equipment. Lessee shall not make alterations to, deface, cover or
remove markings from the Equipment and shall forthwith notify Lessor in the event that such markings
are altered, defaced, covered or removed.
5.3 The Equipment shall remain and be deemed personal and moveable property notwithstanding
that the Equipment may become attached to, affixed to, or made a permanent fixture upon real property.
6.1 Lessor may assign, sell or encumber any part of its interest in the Equipment or in this
Agreement, including, without limitation, Lessor’s right to receive rent and other charges due and
becoming due hereunder. Lessee agrees to promptly execute and deliver to Lessor such documentation as
any transferee, assignee or encumbrancee (“Assignee”) of Lessor may require in order to secure and
complete any such assignment, transfer or encumbrance (“Assignment”).
6.2 Upon any Assignment by the Lessor as set out in paragraph 6.1, the Assignee shall not be liable to
Lessee for any breach of warranty or other liability arising out of the manufacture or use of the
Equipment, and the sole remedy of Lessee in respect thereof shall be against Lessor. Lessee shall not make
any claim against such Assignee for abatement, defense, set-off, counterclaim, recoupment or otherwise
which Lessee may have against Lessor, nor any defense against such Assignee in any action for rents due
and payable, except the defense of payment.
6.3 Lessee shall not, without Lessor’s prior written consent (which may be unreasonably withheld):
(a) sell, assign, transfer, pledge, mortgage, hypothecate, encumber or otherwise dispose of or create
or grant any security interest in or to this Agreement, the Equipment or any portion thereof;
(b) transfer, deliver up possession of, relinquish control over, sublet or lend the Equipment or any
portion thereof, or permit the same to be used by anyone other than Lessee and Lessee’s
authorized employees; or
(c) remove any of the Equipment from Lessee’s business premises.
7. MAINTENANCE, REPAIRS, LOSS & INSPECTION OF EQUIPMENT
7.1 The Lessee agrees to exercise due and proper care in the use and maintenance of the Equipment
and at its own cost and expense to keep the Equipment in a good state of repair. Except for normal wear
and tear, the Lessee will be responsible for all damage to the Equipment resulting from misuse, or
negligence. The Lessee will return the Equipment at the end of this Lease or whenever required under the
conditions of this Lease, in good condition and repair with no excessive wear and tear. Any replacement
parts required to keep the Equipment in good condition and repair shall form part of the Equipment and
shall be deemed to be the property of Lessor.
7.2 The Lessor shall have the right to enter the Lessee’s business premises to inspect the Equipment
upon reasonable notice and at reasonable times and with a minimum of interference with the Lessee’s
operation. Lessee shall promptly notify Lessor of all particulars respecting any change in the location of
the Equipment, any liens or encumbrances thereon or any material loss or damages resulting from the use
or operation thereof. If the Lessor’s inspection reveals that the Equipment or any part thereof is being or
has been improperly used, repaired, or maintained, then the Lessor may service or repair the same or
may retain the services of others to service and repair the same as needed and such expense shall be paid
by the Lessee forthwith. In the event that the Lessor advances the costs of such service or repair, the
Lessee shall immediately, on demand, reimburse the Lessor and the failure by the Lessee to do so shall
constitute a breach of this Lease.
7.3 Any work so performed by the Lessor in the service or maintenance of the Equipment as a result
of the Lessee’s failure or neglect to do so shall not deprive the Lessor of any of its rights, remedies, or
actions against the Lessee for damages resulting from such failure or neglect.
7.4 Lessee shall make no repair, alteration or attachment with respect to any Equipment which:
(a) may, in Lessor’s sole opinion, interfere with the normal, satisfactory operation or maintenance
thereof or create a safety hazard; or
(b) has not been approved in writing by Lessor.
7.5 All risk of loss, damage, theft, destruction, condemnation, confiscation, seizure or expropriation
relating to the Equipment or any part thereof, howsoever caused and whether total or partial, shall be
borne by Lessee and Lessee shall pay, satisfy, indemnify and hold harmless Lessor from and against all
damages, costs and expenses of any nature whatsoever arising from the Loss. The Loss of all or any part
of the Equipment (the “Lost Equipment”) shall not release or relieve Lessee from its obligations
hereunder, which shall continue in full force and effect. At Lessor's option, Lessee shall promptly:
(a) repair any damaged Equipment which is capable of being repaired and restore the same to
proper working order;
(b) replace the Lost Equipment with identical equipment in good repair, condition and working
order and convey title to such replacement equipment to Lessor free and clear of all liens, claims,
equities, pledges, mortgages, hypothecations, security interests and encumbrances of every
nature whatsoever, and this Agreement shall continue in full force and effect, excepting only that
the replacement equipment shall form part of the Equipment for purposes of this Agreement in
lieu of the Lost Equipment; or
(c) pay Lessor an amount equal to all unpaid rent due and to become due under this Agreement with
respect to any Lost Equipment, less the net amount of any insurance proceeds actually received
by Lessor with respect to such Lost Equipment, whereupon Lessor will transfer to Lessee, without
recourse or warranty, all of Lessor's right, title and interest, if any, in such Equipment.
Following compliance with the foregoing to Lessor's satisfaction and, provided that Lessee is not in
default thereunder, Lessee shall be subrogated to Lessor's rights with respect to any insurance policies or
claims for reimbursement by others with respect to the Lost Equipment.
8.1 Lessee shall:
(a) comply with all laws, regulations and orders of the Court having jurisdiction with respect to this
Agreement and the Equipment;
(b) pay, when due, all levies, license fees, assessments and sales, service, use, consumption, value-
added goods and services, business transfer, property, excise and all other governmental taxes,
charges, fines or penalties whatsoever, whether payable by Lessor or Lessee, now or hereafter
imposed by any government, upon the Equipment, the payments made by Lessee hereunder, the
goods and services provided by Lessor hereunder or upon the purchase, ownership, control,
delivery, shipment, transport, leasing, possession, value, use, operation or return of the
Equipment together with any penalties or interest in connection therewith, or taxes or amounts in
lieu thereof paid or payable by Lessor in respect of the foregoing but excluding any taxes on or
measured by Lessor’s net income, and shall furnish proof of such payment to Lessor upon request
for the same;
(c) file in a timely fashion all necessary declarations, tax returns and other documentation required
by any governmental authority having, and furnish proof of such payment to Lessor upon
request for the same.
8.2 Lessee shall be liable for all costs, losses, expenses and damages of whatsoever nature arising
from or pertaining to the possession, operation or use of the Equipment (other than income or corporate
taxes) of Lessor.
8.3 Lessee shall keep the Equipment free and clear of all levies, liens, charges and encumbrances
whatsoever which may now or hereafter be imposed on the ownership, leasing, rental, sale, purchase,
possession or use of the Equipment, and shall pay any charges relating to the foregoing, as and when the
same become due. If Lessee fails to pay such charges, Lessor may at its option pay such charges and any
interest or penalties incurred by reason of Lessee’s failure to pay same, and Lessee shall repay
immediately to Lessor the costs thereof on demand.
8.4 Any fees, taxes, liens, expenses or other lawful charges paid by Lessor upon the failure of Lessee
to make such payments shall, at Lessor’s option, become immediately due and payable by Lessee to
9.1 No warranty is expressed or implied herein save as provided in Lessor’s form of warranty
delivered to Lessee and Lessee accepts such warranty of the Equipment in lieu of any and all other
warranties to the extent permitted by law.
9.2 THE WARRANTY REFERRED TO ABOVE IS EXCLUSIVE AND NO OTHER WARRANTY,
WHETHER WRITTEN OR ORAL, IS EXPRESSED OR IMPLIED. LESSOR SPECIFICALLY DISCLAIMS
THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
9.3 Lessor shall not be liable to Lessee for any liability, claim, loss, damage, cost or expense of any
nature whatsoever caused directly or indirectly by the Equipment or any inadequacy thereof for any
purpose, or any deficiency or defect therein, or the use or maintenance thereof, or any repairs, servicing
or adjustments thereto or any delay or failure to provide any such repairs, servicing or adjustments, or
any interruption or loss of service or use thereof, or any loss of business, or any consequential damages,
or any damages whatsoever or howsoever caused. The doctrine of fundamental breach shall have no
application whatsoever to this Agreement.
9.4 It is also understood that there shall be no abatement of rental during any period of breakdown or
non-use of the Equipment.
9.5 Unless Lessee notifies Lessor in writing of any defect in the Equipment within ______ days after
the date of delivery of such Equipment to Lessee, Lessee shall be conclusively deemed to have
acknowledged receipt of such Equipment in good repair, condition and working order.
10.1 Lessee hereby indemnifies and holds harmless Lessor, its agents, employees, officers, directors,
insurers, advisors, successors and assigns from and against any and all claims, actions, causes of action,
suits, demands, costs, expenses, losses, damages, liabilities or other obligations whatsoever, whether
groundless or otherwise, and from and against all liabilities, losses, damages, costs, charges, court costs,
attorney’s fees and other expenses of every nature whatsoever which Lessor may incur arising from or
(a) injuries to or death of any person;
(b) loss of or damage to property;
(c) use of the Equipment; or
(d) the failure of Lessee to comply with any of the provisions of this Agreement.
10.2 The remedies provided herein are Lessee’s sole and exclusive remedies. In no event shall Lessor
be liable for direct, indirect, special, incidental or consequential damages (including loss of profits)
whether based on contract, tort or any other legal theory.
10.3 Each party shall act as an independent contractor of the other and this Agreement will not be
construed to create a partnership, joint venture, agency or employment relationship between them. Lessee
shall not have the right or authority to bind Lessor in any way whatsoever or to use or operate the
Equipment in a manner as to incur or impose any liability or obligation on Lessor.
10.4 This Section shall survive the termination of