EQUIPMENT RENTAL AGREEMENT

This Equipment Rental Agreement (the “Agreement”) is made on [INSERT DATE ON WHICH THE AGREEMENT COMES INTO FORCE] (hereinafter referred to as the “Effective Date”) between:

[INSERT NAME OF THE LESSOR],  having registered office at [INSERT ADDRESS OF THE LESSOR] (hereinafter referred to as the “Lessor” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); and 

[INSERT NAME OF THE LESSEE],  having registered office at [INSERT ADDRESS OF THE LESSEE] (hereinafter referred to as the “lessee” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns).

The “Lessor” and the “Lessee” together shall be referred to as “Parties” and individually as a “Party”.

WHEREAS:

1. The lessor is the owner of the equipment and desires to lease the equipment to the lessee for the following purpose set forth in this agreement.
2. The lessor and lessee mutually agree to the terms and conditions outlined in this Agreement, which governs the working relationship between the parties.
3. The parties are duly authorized and have the capacity to enter into this agreement.
4. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. DEFINITIONS
   1. “Lessor” shall mean an individual or owner who has the physical possession of the equipment.
   2. “Equipment” shall mean the items listed and described in this agreement which are owned by the lessor and leased to the lessee.
   3. “Lessee” shall mean an individual or entity leasing the equipment from the lessor.
   4. “Confidential Information” shall mean the any non-public information, data, documentation, trade secrets, know-how, or any other information disclosed by one party (lessor) to the other party (lessee) in connection with the terms and conditions whether in written, oral, electronic, or any other form, and identified as confidential or which the Client should reasonably understand to be confidential.
   5. “Intellectual Property” refers to any patents, trademarks, service marks ,trade names, copyright, trade secrets, know-how or other intellectual property rights, applications ,registrations mentioned in this agreement thereof.
2. TERM
   1. The lease term shall commence on the effective date hereof and shall continue for a period of [INSERT PERIOD OF TERM], unless terminated earlier or extended as per the terms of this agreement.
3. EQUIPMENT DETAILS
   1. The description of the equipment is defined in Exhibit-A.
4. USE OF EQUIPMENT
   1. Lessee shall use the equipment solely for the purpose for which it is designed and not for any other purpose as mentioned in this agreement, and shall properly maintain it in good working condition throughout the lease term.
   2. Lessee shall use the equipment in a careful manner complying with the lessor’s requirements along with any other applicable law, whether local, state or federal, respecting the use of the equipment.
   3. Lessee shall not alter, modify or attach anything in the equipment without any prior written consent of the lessor.
   4. Any damage to the equipment due to lessor’s negligence and misconduct beyond normal wear and tear shall be repaired by the lessee at their own expense.
5. MAINTENANCE AND REPAIR
   1. Lessee will, at Lessee's sole expense, keep and maintain the Equipment in good, clean condition and repair during the term of this Lease and any renewal thereof. Lessee shall be responsible to make all repairs to the equipment therein that may have been damaged by Lessee's misuse, waste, or neglect, or that of the Lessee's representatives or agents.
6. LESSOR’S OBLIGATION
   1. The Lessor shall deliver the leased equipment to the Lessee's designated location in good working condition and suitable for the Intended Use.
   2. The Lessor shall provide consultation on the use of the Equipment and analytical systems via phone [INSERT PHONE NUMBER OF LESSOR] and e-mail of technical support [INSERT EMAIL OF LESSOR] within one working day from the moment of Lessee’s request.
   3. The Lessor represents and warrants that they are the legal owner of the equipment and have the right to lease it to the Lessee. The Lessee acknowledges that they have no right, title, or interest in the equipment other than the right to use it during the lease term.
   4. The Lessor shall be responsible for providing routine maintenance and repairs necessary to keep the equipment in good operating condition during the lease term. Any repairs required due to normal wear and tear shall be promptly addressed by the Lessor at no additional cost to the Lessee. Lessor shall eliminate the defects of the Equipment as soon as reported by the Lessee.
   5. The Lessor shall comply with all applicable laws, regulations, and safety standards related to the leasing and operation of the equipment. The Lessor shall also ensure that the equipment meets any necessary certification or inspection requirements during the lease term.
   6. Delivery and payment of duties (if any) shall be paid by the Lessee.
7. LESSEE’S OBLIGATION
   1. The lessee shall pay the rental fees specified in the agreement in a timely manner and in accordance with payment scheduled attached in Exhibit A.
   2. The lessee shall use the equipment solely for the indented use with reasonable care and diligence in operating and maintaining the equipment.
   3. At the end of the lease term or upon termination of this Agreement, the Lessee shall return the equipment to the Lessor in the same condition as received, excluding normal wear and tear. The Lessee shall be responsible for any damage to the equipment beyond normal wear and tear.
   4. The Lessee shall promptly notify the Lessor of any issues or defects with the equipment that require maintenance or repairs during the lease term.
   5. The Lessee shall not make any alterations, modifications, or attachments to the equipment without the prior written consent of the Lessor. The Lessee shall not sublease or transfer the equipment to any third party without the Lessor's prior written permission
   6. At the end of the lease term or upon termination of this Agreement, the Lessee shall return any manuals, records, or documentation related to the equipment to the Lessor.
8. RENTAL AND SECURITY DEPOSIT
   1. The Lessee will pay the rent amount each month Lessor in accordance with the Payment Schedule mentioned in Exhibit –A.
   2. All the amounts paid herein shall be in [INSERT FIAT CURRENCY] and shall be paid to Lessor via[INSERT MODE OF PAYMENT].The date of payment shall be the date the money is credited to the Lessor’s bank account.
   3. Lessee shall provide a security deposit of [INSERT AMOUNT OF DEPOSIT] along with the payment of the first month to the lessor. The security deposit shall be returned to lessee within [INSERT NUMBER OF DAYS FOR RETURNING DEPOSIT] after the end of the lease term, subject to any deductions for damages, unpaid rental fees, or other liabilities.
9. REPRESENTATION, WARRANTIES AND UNDERTAKINGS OF THE LESSE
   1. The Lessee undertakes and warrants to pay the rent, hereby reserved, to the Lessor, on the days and in the manner aforesaid.
   2. If the Equipment or part of the Equipment are damaged or destroyed due to Lessee's negligence, the rent will be abated during the time that the Equipment are not operational. If Lessor decides not to repair the Equipment, then this Lease shall terminate and the rent shall be prorated up to the time of the damage. Any unearned rent paid in advance shall be refunded to Lessee.
   3. The Lessee shall be responsible to pay all applicable rates and taxes incurred by the use of equipment.
10. CONFIDENTIALITY
    1. The contents of the present Agreement, the terms, and conditions of cooperation between the Parties, and the information disclosed by the Parties to each other as part of the present Agreement shall constitute a commercial secret. The Parties are obligated both during all validity period of the Agreement and within three years after its expiration, under no circumstances to disclose the information, which is the commercial secret, and agree to provide measures for protection of confidentiality of the information. The information constituting a commercial secret shall be disclosed only to those employees of the Parties who are directly involved in the execution of the present Agreement. Nevertheless, the information constituting a commercial secret may be disclosed by the Party because of a lawful demand of a state body or by a court decision. In such a case, the Party disclosing the information constituting a commercial secret shall immediately notify the opposite Party in writing on the fact of receipt of the requirement to provide this information.
11. POSSESSION AND SURRENDER OF EQUIPMENT
    1. Lessee shall be entitled to possession of the Equipment on the first day of the Term. At the expiration of the Term or Termination of this Agreement, Lessee shall surrender the Equipment to Lessor or Lessor's agent in good condition as it was at the commencement of this Agreement, reasonable wear and tear excepted.
12. DEFAULTS
    1. If Lessee fails to perform or fulfill any obligation under this Agreement, Lessee shall be in default of this Lease. Subject to any statute, ordinance or law to the contrary, Lessee shall have [INSERT NUMBER OF DAYS TO CURE THE DEFAULT] from the date of notice of default by Lessor to cure the default. In the event Lessee does not cure a default, Lessor may at Lessor’s option (a) cure such default and the cost of such action may be added to Lessee's financial obligations under this lease; or (b) declare Lessee in default of the Lease.
    2. In the event of default, Lessor may also, as permitted by law, re-take possession of the Equipment.
13. TERMINATION
    1. Either party may terminate this agreement by giving [INSERT NOTICE PERIOD TO TERMINATE THE AGREEMENT] written notice to the other party.
    2. Upon termination, the lessee shall return the equipment to the lessor in the same condition as received, excluding normal wear and tear.
    3. At the Lessor's request, this Agreement may be terminated in cases where the Lessee:
       1. Uses the Equipment (property) with a material breach of the terms of the Agreement or the purpose of the Equipment or with repeated violations;
       2. Significantly deteriorates the Equipment;
       3. Fails to pay the lease more than twice in a row upon the expiry of the payment period stipulated by the Agreement.
    4. At the Lessee's request, the Agreement may be terminated in cases where:
       1. Lessor fails to provide the Equipment (Property) for Lessee's use or creates obstacles to the use of the Equipment in accordance with the terms of the Agreement or its purpose;
       2. The Equipment transferred to the Lessee has defects preventing its use, which were not specified by the Lessor at the conclusion of the Agreement, were not known to the Lessee in advance and should not have been discovered by the Lessee during the inspection of the Equipment or inspection of its working condition at the conclusion of the Agreement;
       3. The Lessor fails to perform its obligation to overhaul the Equipment (property) within the terms set forth in the Agreement, or, if not specified, within a reasonable period.
    5. The consequences of termination of this Agreement shall be determined by mutual agreement of the Parties or by a court at the request of any of the Parties to the Agreement.
14. INDEMINIFICATION
    1. To the extent permitted by law, Lessor will indemnify and hold Lessee free and harmless from any liability for losses, claims, injury to or death of any person caused due to gross negligence or willful omission of any statutory duty by the Lessor before handing over the equipment to the Lessee. The Lessor shall also indemnify the Lessee for such losses, claims, injury to or death to any person which are caused due to reason of willful concealment of any material defect about the equipment by the Lessor to the Lessee.
    2. To the extent permitted by law, Lessee will indemnify and hold Lessor and Lessor's equipment free and harmless from any liability for losses, claims, injury to or death of any person, including Lessee, or for damage to equipment arising from Lessee using the equipment or from the acts or omissions of any person or persons, including Lessee.
15. DISPUTE RESOLUTION
    1. The Parties shall endeavour to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
    2. All disputes arising under this agreement shall be governed by and interpreted in accordance with the Arbitration laws of [INSERT COUNTRY/STATE OF ARBITRATION] , without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this Agreement to Arbitration in [INSERT COUNTRY/STATE OF ARBITRATION] before a single arbitrator . The arbitrator shall be selected by mutual agreement of the parties. The venue of Arbitration proceedings shall be [INSERT NAME OF COUNTRY AND CITY WHERE ARBITRATION SHALL BE CONDUCTED] No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. The decision of the Arbitrator shall be final and binding upon the parties.
16. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT COUNTRY/STATE OF APPLICABLE LAWS] irrespective of where the equipment is used.  
    2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
       1. By direct negotiations between the Lessor and Lessee. 
       2. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE COURT WHICH SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF UNSUCCESSFUL NEGOTIATIONS BETWEEN THE PARTIES] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
17. FORCE MAJEURE
    1. Neither party shall be held liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters (e.g., floods, earthquakes, hurricanes), war, terrorism, riots, labour strikes, governmental actions, epidemics or pandemics, power outages, or other similar events ("Force Majeure Events").The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure Event, providing reasonable details of the event, its expected duration, and the steps being taken to mitigate its impact. Failure to provide timely notice may result in the affected party forfeiting its rights under this clause. If a Force Majeure Event continues for a period exceeding [INSERT THE NUMBER OF DAYS CONSTITUTING PERIOD EXCEEDING WHICH, IF THE FORCE MAJEURE CONTINUES, EITHER PARTY MAY TERMINATE THE AGREEMENT] days, either party may terminate this Agreement upon written notice to the other party without further liability, except for obligations accrued prior to the Force Majeure Event.
18. NOTICES
    1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] Day following resumption of regular postal service:
       1. If to the Lessor : [INSERT THE EMAIL ID OR/AND ADDRESS OF LESSOR]
       2. If to the Lessee: [INSERT THE EMAIL ID OR/AND ADDRESS OF LESSEE ]
    2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
19. BINDING EFFECT
    1. The covenants and conditions contained in the Lease shall apply to and bind the parties and the heirs, legal representatives, successors and permitted assigns of the parties.
20. MISCELLANEOUS
    1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
    2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be English.
    3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
    4. Entire agreement: This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
    5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
    6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
    7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
21. INDEPENDENT LEGAL ADVICE
    1. The Parties are advised to seek independent legal counsel before entering into this Agreement. Each Party acknowledges that they have been given a reasonable opportunity to consult with an attorney of their choosing regarding the terms, conditions, and obligations set forth in this Agreement, including any restrictions or commitments imposed herein.
    2. By signing this Agreement, the Parties confirm that they have either sought such independent legal advice or voluntarily chosen to proceed without it. Each Party further represents that they are entering into this Agreement knowingly, voluntarily, and with a full understanding of its provisions. The Parties acknowledge that they are not relying on any statements, promises, or representations made by the other Party or any representative thereof that are not expressly included in this Agreement.
22. DECLARATION
    1. Each of the parties hereto covenant and agree to execute and deliver such further and other agreements, assurances, undertakings or documents, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their votes and influence and do and perform and cause to be done and performed any further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement.

IN WITNESS WHEREOF, the undersigned have executed or caused this Agreement to be executed as of the date first written above.

Signed, sealed and delivered on behalf of lessor

Name: [INSERT NAME OF LESSOR/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date:  [INSERT SIGNING DATE OF LESSOR]

Signed, sealed and delivered on behalf of Lessee

Name: [INSERT NAME OF LESSEE/SIGNING AUTHORITY AND DESIGNATION]

Signature: 

Date: [INSERT SIGNING DATE OF LESSEE]

EXHIBIT –A

(Equipment Description and Payment Schedule)

[INSERT EQUIPMENT DESCRIPTION AND PAYMENT SCHEDULE]