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设备租赁合同英文版

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设备租赁合同英文版

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MASTER AGREEMENT TO LEASE EQUIPMENT
THIS MASTER AGREEMENT TO LEASE EQUIPMENT *this "Agreement"* is entered into as of _________,_________,_________*M/D/Y* by and be*een AAACORPORATION *"LESSOR"*, having its p*ncipal place of business at _________*ADDRESS* and BBB, INC., a _________ Corporation *"LESSEE"*, having a p*ncipal place of business at _________*ADDRESS*.
I. THE LEASE
1.1 LEASE OF EQUIPMENT. In accordance with the terms and conditions of this Agreement, Lessor shall lease to Lessee, and Lessee shall lease f*m Lessor, the personal p*perty, including all substitutions, replacements, repairs, parts and attachments, imp*vements and accessions thereto and therein *the "EQUIPMENT"*, desc*bed in the lease schedule *s* *each, a "LEASE"* to be entered into f*m time to time into which this Agreement is incorporated. Each Lease shall constitute a separate, distinct, and independent lease and contractual obligation of Lessee. Lessor or its assi*ee shall at all times retain the full legal title to the Equipment, it being expressly agreed by both parties that each Lease is an agreement of lease only.
1.2 TERM OF LEASE. The o*ginal term *the "ORIGINAL TERM"* of the Equipment shall commence on the Commencement Date and, subject to Sections 3.3 and 3.5 below, shall terminate on the date specified in the Lease. No*ithstanding the foregoing, the O*ginal Term for the Equipment shall *to*tically extend for successive 30-day pe*ods after its expiration *each, an "EXTENDED TERM"* unless either party gives the other party w*tten notice, at least thirty *30* days p*or to the expiration of the O*ginal Term or any Extended Term, as the case *y be, of its intent not to so extend the applicable Lease. Except as specifically p*vided in this Section 1.2, no Lease *y be terminated by Lessor or Lessee, for any reason whatso*r, p*or to the end of the O*ginal Term or any Extended Term *collectively, the "LEASE TERM"*. No*ithstanding any p*vision to the contrary contained in this Agreement, Lessee shall be deemed to accept the Equipment on the Commencement Date *as specified in each Lease*.
1.3 RENTAL PAYMENTS. Lessee shall pay Lessor rent *"RENT"* for the Equipment in the amounts and at the times specified in the Lease. All Rent and other amounts payable by Lessee to Lessor hereunder shall be paid to Lessor at the address specified above, or at such other place as Lessor *y desi*ate in w*ting to Lessee f*m time to time.
1.4 RETURN OF EQUIPMENT. Upon expiration of the Lease Term of the Equipment, Lessee shall immediately return the Equipment to Lessor as p*vided in Section 3.3 below. If Lessee fails to return any of the Equipment upon de*nd therefor by Lessor, Lessee shall pay Lessor, as the measure of Lessor"s da*ges, the Casualty Value *as defined in the applicable Lease* of such Equipment.
II. DISCLAIMERS AND WARRANTIES; INTELLECTUAL PROPERTY
2.1 DISCLAIMERS; WARRANTIES. Lessee represents and acknowledges that the Equipment is of a size, desi*, capacity and *nufacture selected by it, and that it is sati*ied that the Equipment is suitable for its purposes. LESSOR LEASES THE EQUIPMENT AS IS, AND, NOT BEING THE MANUFACTURER OF THE EQUIPMENT, THE MANUFACTURER"S AGENT OR THE SELLER"S AGENT, MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE MERCHANTA*LITY, FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN OR CONDITION OF THE EQUIPMENT. LESSOR SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM THE INSTALLATION, OPERATION OR OTHER USE, OR DEINSTALLATION OF THE EQUIPMENT, INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGE OR LOSS. Lessee shall look solely to the *nufacturer or the supplier of the Equipment for correction of any p*blems that *y a*se with respect thereto, and, p*vided no Event of Def*lt *as defined in Section 4.1* has occurred and is continuing, all warranties *de by the *nufacturer or such supplier are, to the degree possible, hereby assi*ed to Lessee for the Lease Term. To the extent any such warranty requires perfor*nce of any kind by the beneficiary of the warranty, Lessee shall perform in accordance therewith.
2.2 INTELLECTUAL PROPERTY. Except as otherwise expressly p*vided in each Lease, LESSOR MAKES NO WARRANTIES OR REPRESENTATIONS WHATSOEVER WITH RESPECT TO THE INTELLECTUAL PROPERTY RIGHTS, INCLUDING, WITHOUT LIMITATION, ANY PATENT, COPYRIGHT AND TRADEMARK RIGHTS, OF ANY THIRD PARTY WITH RESPECT TO THE EQUIPMENT, WHETHER RELATING TO INFRINGEMENT OR OTHERWISE. Lessor shall, when requested in w*ting and at Lessee"s cost and expense, exercise *ghts of indemnification, if any, for patent, copy*ght or other intellectual p*perty inf*ngement o*ained f*m the *nufacturer under any agreement for purchase of the Equipment. If notified p*mptly in w*ting of any action b*ught against Lessee based on a claim that the Equipment inf*nges a United States patent, copy*ght or other intellectual p*perty *ght, Lessor shall p*mptly notify the *nufacturer thereof for purposes of exercising, for the benefit of Lessee, Lessor"s *ghts with respect to such claim under any such agreement.
III. COVENANTS OF LESSEE
3.1 PAYMENTS UNCONDITIONAL; TAX BENEFITS; ACCEPTANCE. EACH LEASE SHALL BE A NET LEASE, AND LESSEE"S OBLIGATION TO PAY ALL RENT AND OTHER SUMS THEREUNDER, AND THE RIGHTS OF LESSOR IN AND TO SUCH PAYMENTS, SHALL BE ABSOLUTE AND UNCONDITIONAL, AND SHALL NOT BE SU*ECT TO ANY ABATEMENT, REDUCTION, SETOFF, DEFENSE, COUNTER CLAIM, INTERRUPTION, DEFERMENT OR RECOUPMENT, FOR ANY REASON WHATSOEVER. It is the intent of lessor, and an inducement to Lessor, to enter into each Lease, to claim all available tax benefits of ownership with respect to the Equipment subject thereto. Lessee"s acceptance of the Equipment subject to a Lease shall be conclusively and irrevocably evidenced by Lessee executing an Acceptance Certificate with respect to such Equipment, and upon acceptance, such Lease shall be noncancellable for the Lease Term unless otherwise agreed to in w*ting by Lessor. Any nonpayment of Rent or other amounts payable under any Lease shall result in Lessee"s obligation to p*mptly pay Lessor as additional Rent on such overdue payment, for the pe*od of time du*ng which it is overdue *without regard to any grace pe*od*, interest at a rate equal to the lesser of *a* four* percent *14%* per annum, or *b* the *ximum rate of interest permitted by law.
3.2 USE OF EQUIPMENT. Lessee shall use the Equipment solely in the conduct of its business, in a *nner and for the use contemplated by the *nufacturer thereof, and in compliance with all laws, rules and regulations of *ry governmental *tho*ty having ju*sdiction over the Equipment or Lessee and with the p*visions of all policies of insurance car*ed by Lessee pursuant to Section 3.6 below. Lessee shall pay all costs, expenses, fees and charges incurred in connection with the use and operation of the Equipment.
3.3 DELIVERY; INSTALLATION; RETURN; MAINTENANCE AND REPAIR; INSPECTION. Lessee shall be solely responsible, at its own expense, for *a* the delivery of the Equipment to Lessee, *b* the packing, *gging and delivery of the Equipment back to Lessor, upon expiration or termination of the Lease Term, in good repair, condition and working order, ordinary wear and tear excepted, at the location*s* within the continental United States specified by Lessor, and *c* the installation, deinstallation, *intenance and repair of the Equipment. Du*ng the Lease Term, Lessee shall ensure that the Equipment is covered by a *intenance agreement, to the extent available, with the *nufacturer of the Equipment or such other party, reasonably acceptable to Lessor. Lessee shall, at its expense, keep the equipment in good repair, condition and working order, ordinary wear and tear excepted, and, at the expiration or termination of the Lease Term, or any * term, with respect to any of the Equipment, have such Equipment inspected and certified acceptable for *intenance * by the *nufacturer. In the *nt any of the Equipment, upon its return to Lessor, is not in good repair, condition and working order, ordinary wear and tear excepted, Lessee shall be obligated to pay Lessor for the out-of-pocket expenses Lessor incurs in b*nging such Equipment up to such status, but not in excess of the Casualty Value *as defined in the applicable Lease* for such Equipment, p*mptly after its receipt of an invoice for such expenses. Lessor shall be entitled to inspect the Equipment at Lessee"s location at reasonable times.
3.4 TAXES. Lessee shall be obligated to pay, and hereby indemnifies Lessor and its successor and assi*s against, and holds each of them harmless f*m, all license fees, asses*ents, and sales, use, p*perty, excise and other taxes and charges, other than those measured by Lessor"s net income, now and hereafter imposed by any governmental body or agency upon or with respect to any of the Equipment, or the possession, ownership, use or operation thereof, or any Lease or the consum*tion of the transactions contemplated in any Lease or this Agreement. No*ithstanding the foregoing, Lessor shall file all required personal p*perty tax returns, and shall pay all personal p*perty taxes payable with respect to the Equipment, Lessee shall pay to Lessor, as additional Rent, the amount of all such personal p*perty taxes within fif* *15* days of its receipt of an invoice for such taxes.
3.5 LOSS OF EQUIPMENT. Lessee shall bear the entire *sk of the Equipment being lost, dest*yed or otherwise per*nently unfit or unavailable for use f*m any c*se whatso*r *an "* OF LOSS"* after it has been delivered to common car*er for shipment to Lessee. If an Event of Loss shall occur with respect to any * of Equipment, Lessee shall p*mptly notify Lessor thereof in w*ting. On the rental payment date following Lessor"s receipt of such notice, Lessee shall pay to Lessor an amount equal to the rental payment or payments due and payable with respect to such * of Equipment on or p*or to such date, plus a sum equal to the Casualty Value of such * of Equipment as of the date of such payment as set forth in such Lease. Upon the *king of such payment by Lessee regarding any * of Equipment, the Rent for such * of Equipment shall cease to accrue, the term of this Lease to such * of Equipment shall terminate and *except in the case of loss, theft or complete destruction* Lessor shall be entitled to recover possession of such * of Equipment in accordance with the p*visions of Section 3.3 above. P*vided that Lessor has received the Casualty Value of any * of Equipment, Lessee shall be entitled to the p*ceeds of any recovery in respect of such * of Equipment f*m insurance or otherwise.
3.6 INSURANCE. Lessee shall o*ain and *intain for the Lease Term at its own expense, p*perty da*ge and liability insurance and insurance against loss or da*ge to the Equipment *including so-called extended coverage*, as a result of theft and such other *sks of loss as are nor*lly *intained on equipment of the type leased hereunder by company"s carrying on the business in which Lessee is engaged, in such amounts, in such form and with such insurers as shall be sati*actory to Lessor. Each insurance policy will name Lessee as insured and Lessor as an additional insured and loss payee thereof as lessor"s interests *y appear, and shall p*vide that it *y not be canceled or altered without at least thirty *30* days p*or w*tten notice thereof being given to Lessor or its successor and assi*s.
3.7 INDEMNITY. Except with respect to the g*ss negligence or willful misconduct of Lessor, Lessee hereby indemnifies, p*tects, defends and holds harmless Lessor and its successors and assi*s, f*m and against any and all claims, liabilities *including negligence, tort and st*ct liabilities*, de*nds, actions, suits, and p*ceedings, losses, costs, expenses and da*ges, including without limitation, reasonable attorneys" fees and costs *collectively, "CLAIMS"*, a*sing out of, connected with, or resulting f*m this Agreement, any Lease or any of the Equipment, including, without limitation, the *nufacture, selection, purchase, delivery, possession, condition, use, operation, or return of the Equipment. Each of the parties shall give the other p*mpt w*tten notice of any Claim of which it becomes aware. The p*visions of this Section 3.7 shall survive the expiration or termination of this Agreement or any Lease.
3.8 PROHI*TIONS RELATED TO LEASE AND EQUIPMENT. Without the p*or w*tten consent of Lessor, which consent as it pertains to subsections *b* and *d* below shall not be unreasonably withheld, Lessee shall not: *a* assi*, tran*er, pledge, encumber, hypothecate or otherwise dispose of this Lease or any *ghts or obligations thereunder; *b* sublease any of the Equipment; *c* create or incur, or permit to exist, any lien or encumbrance with respect to any of the Equipment, or any part thereof; *d* move any of the Equipment f*m the location at which it is first installed; or *e* permit any of the Equipment to be moved outside the continental limits of the United States.
3.9 IDENTIFICATION. Lessee shall place and *intain per*nent *rkings p*vided by Lessor on the Equipment evidencing ownership, secu*ty and other interests therein, as specified f*m time to time by Lessor.
3.10 ALTERATIONS AND MODIFICATIONS. Lessee shall not *ke any additions, attachments, alterations or imp*vements to the Equipment without the p*or w*tten consent of lessor. Any addition, attachment, alteration or imp*vement to any * of Equipment shall belong to and become the p*perty of Lessor unless, at the request of Lessor, it is removed p*or to the return of such * of Equipment by Lessee. Lessee shall be responsible for all costs relating to such removal and shall restore such * of Equipment to its operating condition that existed at the time it became subject to the applicable Lease.
3.11 EQUIPMENT TO BE PERSONAL PROPERTY. Lessee acknowledges and represents that the Equipment shall be and re*in personal p*perty, no*ithstanding the *nner in which it *y be attached or affixed to realty, and Lessee shall do all acts and enter into all agreements necessary to ensure that the Equipment re*ins personal p*perty.
3.12 FINANCIAL STATEMENTS. Lessee shall p*mptly furnish to Lessor such financial or other statements respecting the condition and operations of Lessee, and infor*tion respecting the Equipment, as Lessor *y f*m time to time reasonably request.
3.13 LESSEE REPRESENTATIONS. Lessee hereby represents that, with respect to this Agreement and each Lease: *a* the execution, delivery and perfor*nce thereof by Lessee have been duly *tho*zed by all necessary corporate action; and *b* the inpidual executing such document is duly *tho*zed to do so; *c* such document constitutes a legal, valid and binding obligations of Lessee, enforceable in accordance with its terms.
IV. DEFAULT AND REMEDIES
4.1 *S OF DEFAULT. The occurrence of any of the following shall constitute an "Event of Def*lt" hereunder: *a* Lessee shall fail to pay any Rent or other payment due hereunder within five *5* days after it becomes due and payable; *b* any representation or warranty of Lessee *de in this Agreement, any Lease, or in any document furnished pursuant to the p*visions of this Agreement or otherwise, shall p*ve to have been false or misleading in any *te*al respect as of the date when it was *de; *c* Lessee shall fail to perform any covenant, condition or agreement *de by it under any Lease, and such failure shall continue for *enty *20* days after its receipt of notice thereof; *d* bankruptcy, receivership, insolvency, reor*ization, dissolution, liquidation or other similar p*ceedings shall be instituted by or against Lessee or all or any part of its p*perty under the Federal Bankruptcy Code or other law of the United States or of any other competent ju*sdiction, and, if such p*ceeding is b*ught against Lessee, it shall consent thereto or shall fail to c*se the same to be discharged within thirty *30* days after it is filed; *e* Lessee shall def*lt under any agreement with respect to the purchase or installation of any of the Equipment; or *f* Lessee or any guarantor of Lessee"s obligations under any Lease shall def*lt under any other agreement with lessor or Cisco Systems, Inc.
4.2 REMEDIES. If an Event of Def*lt hereunder shall occur and be continuing, Lessor *y exercise any one or * of the following reme*s: *a* terminate any or all of the Leases and Lessee"s *ghts thereunder; *b* p*ceed, by app*p*ate court action or actions, to enforce perfor*nce by Lessee of the applicable covenants of any or all of the Leases or to recover da*ges for the breach thereof; *c* recover f*m Lessee an amount equal to the sum of *i* all accrued and unpaid Rent and other amounts due under any or all of the Leases *ii* as liquidated da*ges for loss of a bargain and not as a penalty, the present value of *A* the balance of all Rent and other amounts under any or all of the Leases discounted at a rate of five percent *5%* per annum, and *B* Lessor"s esti*ted fair *rket value of the Equipment at the expiration of the O*ginal Term; *d* personally, or by its agents, take immediate possession of any or all of the Equipment f*m Lessee and, for such purpose, enter upon Lessee"s premises where any of the Equipment is located with or without notice or p*cess of law and free f*m all claims by Lessee; and 9e* require the Lessee to assemble the Equipment and deliver the Equipment to Lessor at a location which is reasonably convenient to Lessor and Lessee. The exercise of any of the foregoing reme*s by Lessor shall not constitute a termination of any Lease or this Agreement unless Lessor so notifies Lessee in w*ting.
4.3 DISPOSITION OF EQUIPMENT. In the *nt, upon the occurrence of an Event of Def*lt, Lessor repossesses any of the Equipment, Lessor *y sell or lease any or all of such Equipment, at one or * public or p*vate sales. The p*ceeds of *i* any rental of the Equipment for the balance of the O*ginal Term *discounted to present value at the rate of five percent *5%* per annum* or *ii* any sale of the Equipment shall be applied to the payment of *A* all costs and expenses *including, without limitation, reasonable attorneys" fees* incurred by Lessor in retaking possession of, and removing, sto*ng, repai*ng, refurbishing and selling or leasing such Equipment and *B* the obligations of Lessee to Lessor pursuant to this Agreement. Lessee shall re*in liable to Lessor for any deficiency.
V. MISCELLANEOUS
5.1 PERFORMANCE OF LESSEE"S OBLIGATIONS. Upon Lessee"s failure to pay rent *or any other sum due hereunder* or perform any obligation hereunder when due, Lessor shall have the *ght, but shall not be obligated, to pay such sum or perform such obligation, whereupon such sum or cost of such perfor*nce shall immediately become due and payable hereunder as additional Rent, with interest thereon at the highest legal rate f*m the date such payment or perfor*nce was *de.
5.2 QUIET ENJOYMENT. So long as no Event of Def*lt shall have occurred and be continuing, neither Lessor not its assi*ee shall interfere with Lessee"s *ght of quiet enjoyment and use of the Equipment.
【设备租赁合同英文版】5.3 FURTHER *URANCES. Lessee shall, upon the request of Lessor, f*m time to time, execute and deliver such further document and do such further acts as Lessor *y reasonably request in order fully to effect the purpose of any Lease and Lessor"s *ghts thereunder. Lessor is *tho*zed to file a financing statement, si*ed only by Lessor in accordance with the Uniform Commercial Code or si*ed by Lessor as Lessee"s attorney in fact, with respect to any of the Equipment.
5.4 RIGHT AND REMEDIES. Each and *ry *ght and remedy granted to Lessor under any Lease shall be cumulative and in addition to any other *ght or remedy therein specifically granted to nor or hereafter existing in equity, at law, by virtue of statute or otherwise, and *y be exercised by Lessor f*m time to time concurrently or independently and as often as Lessor *y deem expe*nt. Any failure or delay on the part of Lessor in exercising any such *ght or remedy, or abandonment or discontinuance of steps to enforce the same, shall not operate as a waiver thereof or affect Lessor"s *ght thereafter to exercising the same. Waiver of any *ght or remedy on one occasion shall not be deemed to be a waiver of any other *ght or remedy or of the same *ght or remedy on any other occasion.
5.5 NOTICES. Any notice, request, de*nd, consent, app*val or other communication p*vided for or permitted hereunder shall be in w*ting and shall be conclusively deemed to have been received by a party hereto on the day it is delivered to such party at its address as set forth above *or at such other addresses such party shall specify to the other party in w*ting*, or if sent by registered or certified *il, return receipt requested, on the fifth day after the day on which it is *iled, postage prepaid, addressed to such party.
5.6 SECTION HEADINGS; COUNTERPARTS. Section headings are *ed for convenience of reference only and shall not affect any construction or interpretation of this Agreement. This Agreement and each Lease *y be executed in counterparts, and when so executed each counterpart shall be deemed to be an o*ginal, and such counterparts together shall constitute one and the same instrument.
5.7 ENTIRE LEASE. This Agreement and each Lease constitute the entire agreement be*een Lessor and Lessee with respect to the lease of the Equipment. No amendment of, or any consent with respect to, any p*vision of this Agreement or any Lease shall bind either party unless set forth in a w*ting, specifying such waiver, consent, or amendment, si*ed by both parties. TO THE EXTENT PERMITTED BY APPLICABLE LAW AND NOT OTHERWISE SPECIFICALLY PROVIDED TO LESSEE IN THIS AGREEMENT, LESSEE HEREBY WAIVES ANY AND ALL RIGHTS OR REMEDIES CONFERRED UPON A LESSEE UNDER THE CALIFORNIA COMMERCIAL CODE, AND ANY OTHER APPLICABLE SIMILAR CODE OR STATUTES OF ANOTHER JURISDICTION, WITH RESPECT TO A DEFAULT BY LESSOR UNDER THIS AGREEMENT OR ANY LEASE.
5.8 SEVERA*LITY. Should any p*vision of this Agreement or any Lease be or become invalid, illegal, or unenforceable under applicable law, the other p*visions of this Agreement and such Lease shall not be affected and shall re*in in full force and effect.
5.9 ATTORNEYS" FEES. Should either party institute any action or p*ceeding to enforce this Agreement or any Lease, the prevailing party shall be entitled to receive f*m the other party all reasonable out-of-pocket costs and expenses, including, without limitation, attorneys" fees.
5.10 GOVERNING LAW AND JURISDICTION. THIS LEASE SHALL BE GOVERNED IN ALL RESPECTS BY THE LAWS OF THE STATE OF CALIFORNIA WITH RESPECT TO AGREEMENTS ENTERED INTO, AND TO BE PERFORMED, ENTIRELY IN CALIFORNIA. LESSOR AND LESSEE WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY LITIGATION ARISING FROM THIS AGREEMENT OR ANY LEASE. LESSEE CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE COURTS OF CALIFORNIA, AND THE FEDERAL COURTS SITTING IN THE STATE OF CALIFORNIA, FOR THE RESOLUTION OF ANY DISPUTES HEREUNDER.
5.11 SURVIVAL. All obligations of Lessee to *ke payments to Lessor under any Lease or to indemnify Lessor, pursuant to Section 3.4 or 3.7 above, with respect to a Lease, and all *ghts of Lessor hereunder with respect to a Lease, shall survive the termination of such Lease.
LESSEE, BY THE SIGNATURE BELOW OF ITS AUTHORIZED REPRESENTATIVE, ACKNOWLEDGES THAT IT HAS READ THIS LEASE, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.

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