Equipment Rental Agreement



1. Introduction. Equipment rental agreement made in [city] on [date] between [name], with offices at [address] (Company), and [name], located at [address] (Undersigned).



2. Description of Rental Equipment. Company rents to Undersigned the Equipment described in Schedule A [omitted] annexed to this Equipment Rental Agreement and made a part of it.



3. Term of Agreement. The term of this Agreement is for [number] [days] [weeks] [months] [years] commencing on [date] and terminating on [date].



4. Extension of Term. The term of this Equipment Rental Agreement may be extended for an additional term of [number] [days] [weeks] [months] [years] starting with the termination date set out in Paragraph 3 of this Lease and ending on [date], provided Undersigned notifies the Company of Undersigned's intention to extend the term by registered or certified mail, return receipt requested, posted no later than [specify period] before the original term ends.



5. Rental. Undersigned will pay the Company the rental for each piece of Equipment set out in Schedule A, including all increases in the rental during the extended term of this Agreement, which rental is also set out in Schedule A. The rent is to be paid in daily/weekly/ monthly installments of ........ dollars ($........) each during the term, of ........ dollars ($........) thereafter until the term ends, and, if the term is extended in accordance with Paragraph 4, in monthly installments of ........ dollars

($........) during the daily/weekly? monthly additional term. The first daily/weekly/monthly payment is due on [date], and payments are due thereafter on the [number] day/week of each month.



6. Defenses, Setoffs, Claims Against the Company's Assignee. In the event the Company assigns all or any part of the monies due under this Agreement to [bank], [bank's] right to receive those sums shall not be subject to any defense, setoff, or counterclaim that the Undersigned may have against the Company but shall be

subject to any defense the Company or the Undersigned has against [bank].



8. Ownership of Equipment. All the Equipment rented to the Undersigned and all equipment, attachments, accessories, and modifications placed on or made to the Equipment by the Company or the Undersigned, as well as all repairs to the Equipment, are the Company's property.



9. Indicia of the Company's Ownership. The Company may stencil or otherwise affix the Company's name on all or any part of the Equipment together with language stating that the Equipment is owned by the Company and rented to the Undersigned.



10. Title to Equipment Unencumbered. The Company warrants that the Company is the sole owner of the Equipment listed in Schedule A and that at the time of delivery to the Undersigned and during the term of this Agreement and any extensions of the term the Equipment will be free of all liens and encumbrances except as permitted by Paragraph 6. The Company also warrants that during the term of this Agreement and any extension of the term the Company will not sell, lease, assign, or dispose of the Equipment except as permitted by Paragraph 6 and will do nothing to interfere with the Undersigned's use and enjoyment of the Equipment.



11. Delivery of Equipment. All the Equipment listed on Schedule A shall be delivered to the Undersigned on or before [date] at [address]. The Company shall not be liable for any losses the Undersigned may suffer by reason of late delivery. However, the Undersigned's obligation to pay rent for any piece of Equipment

shall not start until the Undersigned receives delivery of that Equipment. Further, if any piece of Equipment is not received by [date], the Undersigned, at the Undersigned's option, may cancel this Equipment Rental Agreement insofar as it relates to that piece of Equipment.



12. Repairs to and Maintenance of Equipment. During the term of this Agreement and any extension of the term, the Company will maintain the Equipment and keep it in good repair at its own expense, normal wear and tear and depreciation excepted.



13. Insurance. All risk of loss of the Equipment or damage to it shall be borne by the Company. The Company, at the Company's sole expense, shall obtain insurance against loss or damage to the Equipment by reason of fire and by reason of the other risks included in the standard extended coverage provisions of casualty insurance in amounts agreeable to the Company. The policies shall be issued by insurance companies qualified to do business in the state in which the Equipment is located.



[Alternative paragraph]



13. Insurance. All risk of loss of the Equipment or damage to it shall be borne by the Undersigned. The Undersigned, at the Undersigned's sole expense, shall obtain insurance against loss or damage to the Equipment by reason of fire and by reason of the other risks included in the standard extended coverage provisions

of casualty insurance in amounts agreeable to the Company. The policies shall be issued by insurance companies qualified to do business in the state in which the Equipment is located. Losses, if any, shall be payable to the Company. The insurance policies or satisfactory evidence of insurance shall be delivered to the

Company. The Undersigned's failure to obtain or maintain insurance shall constitute a default under this Agreement, and, in such event, the Company or [bank], as the Company's assignee, may obtain the insurance, and the cost of the insurance so obtained shall be additional rent, due and payable by the Undersigned on demand.



14. Damage to Equipment. The Undersigned's obligation to pay rent will continue even though all or part of the Equipment is damaged. The Undersigned, pursuant to Paragraph 12, shall repair or have the Equipment repaired. If the damage to the Equipment is covered by insurance carried by the Undersigned or the Company

pursuant to Paragraph 13 or if the Company has any right to reimbursement for such damage by third parties, the Company will assign the Company's right to the proceeds of the policies or the Company's rights against the third parties to reimburse the Undersigned for the cost of making the repairs.



15. Loss of Equipment. If the Equipment or any part of it is stolen, destroyed, or damaged beyond repair, the Undersigned will promptly pay the unpaid rental on such Equipment for the balance of the term of this Agreement, exclusive of any extensions unless the term has been extended in accordance with Paragraph 4. Upon receipt of this payment by the Company, the Company will assign to the Undersigned the Company's rights to the proceeds of any policies of insurance for such loss or the Company's rights for reimbursement from third parties for such loss, up to the amount of the unpaid rental remitted by the Undersigned. The Company shall also assign to the Undersigned all of the Company's right, title, and interest in and to such Equipment. Insurance proceeds or reimbursements from third parties in excess of the amounts assigned to the Undersigned shall belong to the Company.



16. The Undersigned to Hold the Company Harmless From Damages and Claims Arising Out of Use of Equipment. The Undersigned will indemnify the Company and hold the Company harmless against any losses, damages, claims, or expenses arising out of the Undersigned's use and operation of the Equipment or out of defects in the Equipment. This provision will survive the termination of this Agreement, regardless of the reason for termination.



17. Taxes, Assessments, Etc., on Equipment. The Undersigned will pay all taxes, fees, or assessments levied on or based upon rental payments, this Agreement, or the Equipment except for sales taxes on the original purchase of the Equipment by the Company and the Company's franchise and income taxes.



18. Limitation on the Undersigned's Right to Assign, Lease, or Sublet Equipment. The Undersigned may not assign this Equipment Rental Agreement or sublet any of the rented Equipment without the Company's consent in writing and upon such terms as the Company shall require.



[Alternative Paragraph]



18. Limitation on the Undersigned's Right to Assign, Lease, or Sublet Equipment. The Undersigned may assign this Agreement or sublet any of the rented Equipment to Lessee's wholly owned subsidiaries, but any such sublease shall be subject to the terms of this Agreement. The Undersigned may not assign this Agreement or sublet any of the leased Equipment to any other party without the Company's express consent in writing, which consent shall not be unreasonably withheld. No assignment or sublease, whether to the Undersigned's wholly owned subsidiaries or to third parties, shall relieve the Undersigned of the Undersigned's obligations under this Agreement.



19. Events Constituting the Undersigned's Default. The occurrence of any of the following events shall constitute a default of the Undersigned under this Agreement:



a. Failure to Pay Rent. The Undersigned's failure to pay any daily/weekly/monthly installment of rent within [number] days after the installment becomes due;



b. Failure to Perform Other Obligations Under Agreement. The Undersigned's failure to perform one or more of the Undersigned's other obligations under this Agreement within [number] days after the Company notifies the Undersigned that the Undersigned is in default; or





c. Insolvency or Bankruptcy. The filing of a petition of bankruptcy by or against the Undersigned; the appointment of a receiver or trustee for all or part of the Undersigned's property; the making of an assignment for the benefit of the Undersigned's creditors.



20. Termination of Agreement Upon the Undersigned's Default--Return of Equipment to the Company. Upon the occurrence of any of the events set out in Paragraph 19, the Undersigned, at the Company's sole option and without further notice to the Undersigned, may declare this Agreement terminated. Upon such termination, the Undersigned shall return all of the Equipment to the Company, and all of the Undersigned's rights shall end. With or without process of law, the Company or the Undersigned's agents may take possession of the Equipment wherever it may be found, whether on or off the Undersigned's premises. Once the Company has taken possession of the Equipment, the Company may deal with it as the Company chooses. No disposition of the Equipment by the Company

shall affect the Undersigned's remaining obligations under this Agreement. The return of the Equipment to the Company shall be without prejudice to the Company's right to recover the Company's actual damages or loss of profits by reason of the termination of this Agreement or, at the Company's option and as liquidated

damages, the unpaid rental on the Equipment for the balance of the term, exclusive of any extensions unless the term has been extended in accordance with Paragraph 4.



21. Termination of Lease Upon the Undersigned's Default--Failure of the Undersigned to Return Equipment. If the Undersigned fails to return the Equipment to the Company as provided in Paragraph 20, the Undersigned shall pay to the Company: (a) the unpaid rental on the Equipment not returned for the balance of the term of this Agreement, exclusive of any extensions unless the term has been extended in accordance with Paragraph 4, or (b) the cost of the equipment less depreciation (using the [method of depreciation]), whichever is greater. This payment by the Undersigned shall be without prejudice to the Company's right to recover the Company's actual damages or loss of profits and to take possession of the Equipment wherever it may be found.



22. Events Constituting the Company's Default. The occurrence of either of the following events shall constitute a default of the Company under this Agreement:



a. Failure to Perform Obligations Under this Agreement. The Company's failure to perform one or more of the Company's obligations under this Agreement within [number] days after the Undersigned notifies the Company that the Company is in default; or



b. Insolvency or Bankruptcy. The filing of a petition of bankruptcy by or against the Company; the appointment of a receiver or trustee for all or part of the Company's property; the making of an assignment for the benefit of the Company's creditors.



23. Termination of Lease Upon the Company's Default. Upon the occurrence of any of the events set out in Paragraph 22, the Undersigned, at the Undersigned's sole option and without further notice to the Company, may declare this Agreement terminated. If the Undersigned terminates this Agreement, the Undersigned will pay to the Company the unpaid rental on the Equipment for the balance of the term of this Agreement, exclusive of any extensions, unless the term has been extended in accordance with Paragraph 4. Upon such payment, the Equipment will become the Undersigned's property, and the Company will execute all documents reasonably required to transfer ownership to the Undersigned. This shall be without prejudice to the Undersigned's right to recover the Undersigned's actual damages by reason of the Company's default.



24. Notices. All notices required by this Agreement shall be sent by U.S. registered or certified mail, return receipt requested, addressed to the party to be notified at the address set out in this Agreement, or at such other address as that party may have given the other in writing. Notice shall be deemed given when posted.



25. Termination of Agreement. Upon the end of the term of this Agreement or at the end of any extension of the term of this Agreement, provided neither party is in default, the Undersigned shall deliver possession of the Equipment to the Company at [address] or such other address as may be reasonable and of which the Company notifies the Undersigned no later than [number] days/weeks/months before the term or any extension of the term ends.



26. Rights of the Company's Assignee. If the Company makes an assignment to [bank] in accordance with Paragraph 6, [bank] shall have all of the Company's rights under this Agreement including, without limitation, the right to terminate this Agreement upon the Undersigned's default and exercise all of the Company's rights upon such termination.



27. Separability. The illegality or invalidity of any provision of this Agreement shall not affect the validity of the balance of this Agreement.



28. Applicable Law. This Agreement shall be governed by the laws of the State of [State]. The laws of [state] shall be applied regardless of where it is executed or where the Equipment that is the subject matter of this Equipment Rental Agreement is located.



IN WITNESS WHEREOF, the parties have signed this Lease on the date set forth above.



[signature]



Undersigned



[signature]



Company