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EQUIPMENT PLACEMENT AGREEMENT



This Equipment Placement Agreement (the Agreement) is made and effective [DATE],


BETWEEN:  [YOUR COMPANY NAME] (the "Equipment Owner"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:[YOUR COMPLETE ADDRESS]

AND:  [CLIENT NAME] (the "Client"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:[COMPLETE ADDRESS]


RECITALS

WHEREAS, the Equipment Owner is the owner of certain equipment and software described in Exhibit A attached hereto; 

WHEREAS, the Client has requested that the Equipment Owner loan the Property to the Client;

WHEREAS, the Client agrees to keep and maintain the Property only at the location described in Exhibit B attached hereto (Equipment Location);

WHEREAS, the Client agree to comply with all other terms and conditions set forth in this Agreement and to limit use of the Property to the use described in Exhibit C attached hereto.

NOW THEREFORE, the parties agree to the following terms and conditions:


PLACEMENT OF PROPERTY

The Equipment Owner agrees to place the Property (described in Exhibit A) on temporary loan to the Client at the Equipment Location for the limited use by the Client within the terms of this Agreement. The Property shall be maintained only at the Equipment Location described in Exhibit B and shall not be moved from the Equipment Location without the written consent of the Equipment Owner. The Property shall be delivered back to the Equipment Owner upon demand and without delay following such demand at the expense of the Client. If at any time the Equipment Owner delivers additional property to the Client, such additional property shall be subject to the terms and conditions of this Agreement unless specifically agreed by the parties in writing.


ACCESS TO EQUIPMENT

Client shall provide Equipment Owner with access to its premises to Equipment Owner or its agents at any time during normal business hours or after normal business hours in the event of a bona fide emergency for the purpose of inspecting, maintaining or otherwise accessing the Property.



LIMITATIONS ON USE

Client shall use the Property only for the purposes described in Exhibit D and for no other purpose. Access to the Property shall be limited to the individuals listed in Exhibit E.


NO LIENS OR ENCUMBRANCES

Client shall not create nor permit any lien, security interest, or other encumbrance of any nature or kind, whether voluntary or involuntary, to attach to the Property. In the event that any such encumbrance attaches to the Property, Client shall immediately and without delay cause such encumbrance to be discharged.


PRECAUTIONARY SECURITY INTEREST FILING

At the discretion of the Equipment Owner, the Client shall execute any and all documents necessary for the Equipment Owner to file a precautionary [LAW/CODE] registration statement with all applicable governmental offices, giving public notice of the Equipment Owners exclusive title and ownership of the Property to the public. Client shall pay any and all costs and expenses associated with the preparation and filing of such documents.


TERM AND TERMINATION

The operation of this Agreement shall continue for so long as any Property of the Equipment Owner has not been returned to the Equipment Owner.


NO INTERFERENCE WITH TITLE

Client agrees that it shall take no action whatsoever that is inconsistent with the ownership of the Equipment Owner in and to the Property. Client shall take any and all steps that are required to defend the title of the Equipment Owner in and to the Property and shall execute any and all documents requested by the Equipment Owner confirming the Equipment Owners title in and to the Property.


CARE AND MAINTENANCE

Client shall be responsible for the care and maintenance of the Property during the term hereof and shall take all steps necessary to assure that the Property remains in good working order, in the same condition as when delivered to the Location. Client shall be responsible for the safe working of the Property, the proper operation of the Property, and the safe installation of the Property in accordance with all specifications and safety requirements. Client shall take all necessary actions to assure that the Property is not misused, damages, or subject to risk of harm.

Upon delivery to the Location, Client shall be responsible for any and all risk of loss, damage, destruction, theft or any other diminution in value or any damage or injury caused directly or indirectly by or as a result of the Property or the operation thereof and shall hold the Equipment harmless from and against the same. Client shall pay to Equipment Owner for any damage, loss or destruction, regardless of the cause therefore. In the event of the destruction of the Property, Client shall pay to the Equipment Owner the entire replacement cost of the Property. Client shall assure that the Property is fully covered by insurance to its full replacement value.



ALTERATIONS, ADDITIONS

Client shall not alter the Property in any manner without Owner's prior written approval.


WARRANTY DISCLAIMER

The Property is being provided for the use of Client as an accommodation to the Client. Equipment Owner makes to representations or warranties as to the condition or operation of the Property. THE PROPERTY IS PROVIDED AND CLIENT ACCEPTS THE EQUIPMENT ON AN AS IS BASIS AND WITH ALL FAULTS AND DEFECTS. EQUIPMENT OWNER HEREBY DISCLAIMS ANY AND ALL WARANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Client agrees that it shall indemnify and hold the Equipment Owner harmless from and against all damages, claims, liabilities, actions, suits, threats, demands and settlements arising directly or indirectly from the use and operation of the Property, made by Client or any other party, including but not limited to incidental and consequential damages, lost profits, business interruptions damages, injury related damages, special and punitive damages, even if Equipment Owner is advised that such damages are possible or reasonably anticipated. 


CONFIDENTIALITY

For purposes hereof, "Confidential Information" means customer information, operating programs, and data or technology incorporated in the Loaned Property, but does not include, however, any information (1) Customer develops or acquires independent of any contact with Owner and the Loaned Property; (2) already in Customer's possession prior to contact with Owner or the Loaned Property; or (3) generally available to the public on an unrestricted basis in the form provided by Owner. All such Confidential Information shall be held in strictest confidence and may not be accessed, used, or disclosed except as strictly necessary to execute the Authorized Use.

Customer agrees to report promptly to Owner any unauthorized access, use, or disclosure of Owner's Confidential Information, as well as any action (or attempt to take action) of any person to delete, disable, deactivate, intercept, interfere with, or otherwise access, modify, or disrupt the Loaned Property or the safe and secure operation thereof.


NOTICES

Any notification or written communication required by or contemplated under the terms of this Agreement shall be in writing and shall deemed to be delivered if transmitted via Email at the Email addresses listed below, except for any notice of termination of this Agreement which shall be in writing and sent by Certified Mail, Return Receipt Requested and shall be deemed to have been delivered [NUMBER] business days after the date of mailing. Addresses and Email addresses for such notices shall be:

If To Equipment Owner: [ADDRESS]

If To Client:     [ADDRESS]






ASSIGNMENT

Neither this Agreement nor any right, interest, duty or obligation hereunder may be assigned, transferred or delegated by Client without the express written consent of Equipment Owner which consent may be withheld in the discretion of the Equipment Owner. 

GOVERNING LAW

This Agreement shall be interpreted under the laws of the [State/Province] of [STATE/PROVINCE]. Any and all legal actions relative hereto shall be in the courts of [State/Province] of [STATE/PROVINCE].


ENTIRE AGREEMENT

This Agreement contains the entire agreement and understanding of the parties with respect to the subject matter hereof and supercedes and replaces all prior discussions, agreements, proposals, understandings, whether orally or in writing, between the parties related to the subject matter of this Agreement. This Agreement may be changed, modified or amended only in a written agreement that is duly executed by authorized representatives of the parties. If any provisions hereof is deemed to be illegal or unenforceable by a court of competent jurisdiction, the enforceability of effectiveness of the remainder of the Agreement shall not be effected and this Agreement shall be enforceable without reference to the unenforceable provision. No partys waiver of any breach or accommodation to the other party shall be deemed to be a waiver of any subsequent breach.


IN WITNESS WHEREOF, the parties hereto have duly entered and executed this Agreement as of the day and year first above written and represent and warrant that the party executing this Agreement on their behalf is duly authorized. 


EQUIPMENT OWNER          CLIENT 



                          
Authorized Signature          Authorized Signature

                          
Print Name and Title  Print Name and Title



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