Equipment Loan Agreement - Download Free Template
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This Equipment Loan Agreement (the “Agreement”) is effective [DATE],
BETWEEN: [YOUR COMPANY NAME] (the "Company"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] with its head office located at:
[YOUR COMPLETE ADDRESS]
AND: [SECOND PARTY NAME] (the "Borrower"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:
[COMPLETE ADDRESS]
WHEREAS the Company wishes to loan the Equipment to the Borrower.
WHEREAS the Borrower wishes to take the Equipment on loan and use it for the term;
WHEREAS the Parties wish to evidence their contract in writing;
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
EQUIPMENT
1.1 Subject to all terms and conditions of this Agreement, the Company will loan to the Borrower the materials or equipment specified on the attached Exhibit A (the “Equipment”), which Exhibit A is included herein by reference as if fully set out.
TERM
The term (“Term”) of this Agreement begins on
[START DATE]
, and
expires on
[EXPIRY DATE]
, unless the Agreement is either sooner terminated or extended by mutual agreement in writing.
PERMITTED USE
The Equipment shall be used for the sole purpose of
[DEFINE PURPOSE]
. At
the end of the Term, the Borrower shall return the Equipment in its original condition, ordinary wear and tear accepted.
RESPONSIBILITY FOR LOSS OR DAMAGE
The
Borrower is responsible for any loss or damage to the Equipment from the time
the
Borrower takes
possession of it until it is returned to the possession of the Company.
INSURANCE
5.1 During possession of the Equipment, the Borrower shall maintain all-risk insurance coverage against loss or damage of the Equipment up to its fair market value of $ [MARKET VALUE PRICE].
OWNERSHIP OF TECHNOLOGY/RIGHTS IN INVENTION PATENTS, COPYRIGHTS AND TRADE SECRETS AND OTHER INTELLECTUAL PROPERTY
Each
Party shall own rights to any technology it independently develops or has already developed.
Each Party shall mark all independently owned proprietary materials with
the
designation of “proprietary” prior to the release to either Party.
PAYMENT
The Equipment is being loaned
for a total fee of $ [TOTAL FEE].
Payment shall be made through the following method: [PAYMENT METHOD]
.
Payment of
the
loan fee shall be paid immediately, and only thereafter will the
E
quipment be loaned.
CONFIDENTIALITY AND NON-DISCLOSURE
Non-Disclosure
8.1.1 Without the other Party’s prior written consent, neither Party shall directly or indirectly disclose, make available, or communicate to anyone or any entity, other than its own employees, agents, and representatives, all or any part of any proprietary information shared by the other Party with it during the course of this Agreement, except as may be required by court order or overriding federal law. Each Party acknowledges and agrees that the other Party has valuable, proprietary rights in their information and agrees to keep the other Party’s information strictly confidential and only disclose it to those of its employees, agents, or representatives who have a need to know. Before disclosure, each Party shall advise any such employees, agents, or representatives to whom such disclosure is made of this Agreement and require any such employees, agents, or representatives to agree to abide by the terms of this Agreement and keep all disclosed information confidential. This covenant of confidentiality and non-disclosure shall apply to written materials and information, and to information imparted verbally.
Return of Written Materials
The Parties acknowledge that any such information will be shared for the sole purpose of determining if there is a basis for agreement between the Parties. Neither Party is hereby
granting the other any right or license with respect to any shared information. If the Parties fail to reach agreement, each Party shall return to the other any written materials or information given to it (and copies made by it) or affix in writing that such materials or information has been destroyed. If agreement is not reached, any Party shall not use in any way for its benefit or any other
person’s
or entity’s benefit any such information or materials shared with it without the other Part
y’s
written consent.
INDEMNIFICATION
9.1 The Borrower accepts all risks to itself and to any third parties that may result or arise out of the possession or use of the Equipment and agrees to indemnify and hold harmless the Company, its officers, agents, and employees from all loss, cost and expense arising out of any liability or claim of liability for damages to person or property arising out of its possession or use of the Equipment.
SEVERABILITY AND CONSTRUCTION
Except as expressly provided to the contrary herein, each article, term, condition and provision of this
Equipment Loan Agreement
shall be considered severable, and if, for any reason whatsoever, any such article, term, condition or provision herein is deemed to be invalid, illegal or incapable of being enforced as being contrary to, or in conflict with any existing or future law or regulation by any court or agency having valid jurisdiction, such shall not impair the operation or have any other effect upon such other articles, terms, conditions and provisions of this
Equipment Loan Agreement
, and the latter shall continue to be given full force and effect by the
P
arties hereto, and shall be construed as if such invalid, illegal or unenforceable article, term, condition or provision were omitted.
All captions, titles, headings and article numbers herein have been inserted and are intended solely for the convenience of the
P
arties, and none such shall be construed or deemed to affect the meaning or construction of any provisions hereof, nor to limit the scope of the provision to which they refer.
All references herein to the masculine gender shall include the feminine and
neuter
genders, and all references herein to the singular shall include the plural, where applicable.
This
Equipment Loan Agreement
constitutes the entire, full and complete Agreement between the
Company
and the
Borrower
concerning the subject matter hereof, and shall supersede all prior agreements, no other representations having induced the Company to execute this Agreement. No representation, inducement, promises or agreements, oral or otherwise, between the
P
arties not included herein or attached hereto, unless of subsequent date, have been made by either
P
arty
,
and none such shall be of any force or effect with reference to this
Equipment Loan Agreement
or otherwise.
No amendment
change or variance of this
Equipment Loan Agreement
shall be binding upon either
P
arty, unless mutually agreed to by the
P
arties and executed by them, or by their respective authorized employees, officers, or agents in writing.
DISCLAIMERS OF ANY WARRANTIES
11.1 The Borrower accepts the Equipment “As Is.” The Company makes no warranty of any kind, including that the Equipment is suitable for the use for which it is designed.
TERMINATION
12.1 Either Party may terminate this Agreement at any time by giving ___ [No. of days] days’ written notice to the other Party. In addition, the Company may terminate this Agreement immediately in the event of the Borrower’s failure to comply with any of the terms and conditions of this Agreement.
WAIVER
No failure, delay, waiver, forbearance or omission by either of the
P
arties hereto of the conditions or of the breach of any term, provision, covenant or warranty contained herein, whether by conduct or otherwise, and no custom or practice of the
P
arties not in accordance with the terms and conditions hereof, shall constitute or be deemed to be or be construed as being a further or continuing waiver of any such condition or breach, or the waiver of any other condition or of the breach of any other term, provision, covenant or warranty of this Agreement.
NOTICES
All
notices required or submitted under this
Equipment Loan Agreement
shall be given in writing and shall be personally delivered or mailed by registered mail, postage prepaid and return receipt requested, except in the event of a postal disruption, to the respective
Parties
at the following addresses, unless and until a different address has been designated by notice in writing to the other
P
arty:
To the Company:
[YOUR COMPANY NAME]
[YOUR COMPLETE ADDRESS]
To the Borrower:
[NAME]
[COMPLETE ADDRESS]
LANGUAGE AND GOVERNING
LAW
This
Equipment Loan Agreement
shall be governed by and construed and enforced in accordance with the
laws
of the [State/Province] of
[STATE/PROVINCE]
, which
law
shall prevail in the event of any conflict
between
the
P
arties
.
The
P
arties
hereto acknowledge that they requested that this Agreement and all related documents be drafted in English, that any notice to be given hereunder be given in English, and that any proceedings between the
P
arties relating to this Agreement be drafted in English.
ALTERNATIVE DISPUTE RESOLUTION
16.1 The Parties to this Agreement agree to attempt in good faith to resolve any conflicts, disputes, or claims arising out of this Agreement by negotiation between senior executives or officials. If applicable, Parties agree to consider the utilization of Alternative Dispute Resolution (ADR) procedures in situations concerning disputes between the Parties.
ASSIGNMENT OF AGREEMENT
17.1 This Agreement may not be assigned or otherwise transferred by either party in whole or in part without the express prior written consent of the other Party. In the event either Party shall change its corporate name or merge with another corporation, assignment shall be mutually agreed upon by all Parties.
This Agreement shall be construed and enforced in accordance with the laws of the [State/Province] of [State/PROVINCE].
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.
Authorized Signature Authorized Signature
Print Name and Title Print Name and Title