MACHINE LEASE AGREEMENT

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

[INSERT THE NAME OF THE LESSOR], having registered office at [INSERT THE 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 Machine and desires to lease the Machine 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 Machine.
   2. “Machine” 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 Machine 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 THE TERM OF AGREEMENT IN YEARS OR MONTHS], unless terminated earlier or extended as per the terms of this agreement.
3. MACHINE DETAILS
   1. The description along with the serial number, brand and model value of the Machine is mentioned in the description annexed as Exhibit A of this Agreement.
4. USE OF MACHINE
   1. Lessee shall use the Machine 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 Machine 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 Machine.
   3. Lessee shall not alter, modify, or attach anything in the Machine without any prior written consent of the lessor.
   4. Any damage to the Machine due to lessor’s negligence and misconduct beyond normal wear and tear shall be repaired by the lessee at their own expense.
5. 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 [Currency] and shall be paid to Lessor via[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 SECURITY DEPOSIT TO BE DEPOSITED BY LESSEE] along with the payment of the first month to the lessor. The security deposit shall be returned to the lessee within [INSERT THE DAYS WITHIN WHICH SECURITY DEPOSIT SHALL BE RETURNED TO LESSEE] after the end of the lease term, subject to any deductions for damages, unpaid rental fees, or other liabilities.
6. MAINTENANCE AND REPAIR
   1. Lessee will, at Lessee's sole expense, keep and maintain the Machine in good, clean condition and repair during the term of this Lease and any renewal thereof. Lessee shall be responsible for making all repairs to the Machine therein that may have been damaged by Lessee's misuse, waste, or neglect, or that of the Lessee's representatives or agents.
7. LESSOR’S OBLIGATION
   1. The Lessor shall deliver the leased Machine 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 Machine and analytical systems via phone [INSERT THE PHONE NO. OF LESSOR] and e-mail of technical support [INSERT THE EMAIL ID 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 Machine and have the right to lease it to the Lessee. The Lessee acknowledges that they have no right, title, or interest in the Machine 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 Machine 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 Machine 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 Machine. The Lessor shall also ensure that the Machine 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.
8. 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 Machine solely for the indented use with reasonable care and diligence in operating and maintaining the Machine.
   3. At the end of the lease term or upon termination of this Agreement, the Lessee shall return the Machine to the Lessor in the same condition as received, excluding normal wear and tear. The Lessee shall be responsible for any damage to the Machine beyond normal wear and tear.
   4. The Lessee shall promptly notify the Lessor of any issues or defects with the Machine that require maintenance or repairs during the lease term.
   5. The Lessee shall not make any alterations, modifications, or attachments to the Machine without the prior written consent of the Lessor. The Lessee shall not sublease or transfer the Machine 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 Machine to the Lessor.
9. POSSESSION AND SURRENDER OF MACHINE
   1. Lessee shall be entitled to possession of the Machine on the first day of the Term. At the expiration of the Term or Termination of this Agreement, Lessee shall surrender the Machine to Lessor or Lessor's agent in good condition as it was at the commencement of this Agreement, reasonable wear and tear excepted.
10. TERMINATION
    1. Either party may terminate this agreement by giving [INSERT THE NUMBER OF DAYS WITHIN WHICH NOTICE OF TERMINATION SHALL BE GIVEN] written notice to the other party.
    2. Upon termination, the lessee shall return the Machine to 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:
11. Uses the Machine (property) with a material breach of the terms of the Agreement or the purpose of the Machine or with repeated violations;
12. Significantly deteriorates the Machine;
13. Fails to pay the lease more than twice in a row upon the expiry of the payment period stipulated by the Agreement.
    1. At the Lessee's request, the Agreement may be terminated in cases where:
    2. Lessor fails to provide the Machine (Property) for Lessee's use or creates obstacles to the use of the Machine in accordance with the terms of the Agreement or its purpose;
    3. The Machine 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 Machine or inspection of its working condition at the conclusion of the Agreement;
    4. The Lessor fails to perform its obligation to overhaul the Machine (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. 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 seven (7) days 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 Machine.
15. REPRESENTATIONS, UNDERTAKINGS AND WARRANTIES OF LESSEE
    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 Machine or part of the Machine are damaged or destroyed due to Lessee's negligence, the rent will be abated during the time that the Machine are not operational. If Lessor decides not to repair the Machine, 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 Machine.
16. 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 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.
17. SEVERABILITY
    1. If any part or parts of this Lease shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Lease is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.
18. WAIVER
    1. The failure of either party to enforce any provisions of this Lease shall not be deemed a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Lease.
19. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT THE COUNTRY WHOSE LAWS WILL BE APPLICABLE] irrespective of where the Machine 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 PLACE THAT SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF UNSUCCESSFUL NEGOTIATIONS] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
20. INDEMNIFICATION
    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 Machine 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 Machine by the Lessor to the Lessee.
    2. To the extent permitted by law, Lessee will indemnify and hold Lessor and Lessor's Machine free and harmless from any liability for losses, claims, injury to or death of any person, including Lessee, or for damage to Machine arising from Lessee using the Machine or from the acts or omissions of any person or persons, including Lessee.
21. 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 seven (7) Business 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 seventh (7th) Business 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.
22. 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.
23. ENTIRE AGREEMENT
    1. This Lease constitutes the entire agreement between the parties and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Lease. This Lease may be modified in writing and must be signed by both Lessor and Lessee.
24. 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 THE NAME/DESIGNATION OF SIGNING AUTHORITY OF LESSOR]

Signature:

Date: [INSERT THE DATE ON WHICH LESSOR SIGNS THE AGREEMENT]

Signed, sealed and delivered on behalf of Lessee

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

Signature: 

Date: [INSERT THE DATE ON WHICH LESSEE SIGNS THE AGREEMENT]

EXHIBIT –A

(Machine Description and Pricing)