EQUIPMENT PLACEMENT AGREEMENT

EQUIPMENT PLACEMENT AGREEMENT

      This EQUIPMENT PLACEMENT AGREEMENT (“Agreement”) is mad and entered into on this ______ day of __________________, 20___, by and between ________________________ (hereinafter referred to as the “Equipment Owner”) and ________________________ (hereinafter referred to as the “Client”)

BACKGROUND INFORMATION

      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:

ARTICLE I

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 [Paragraph Omitted But Included In Fully Licensed Version] 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.

ARTICLE II

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 [Paragraph Omitted But Included In Fully Licensed Version]

ARTICLE III

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.”

ARTICLE IV

NO LIENS OR ENCUMBRANCES

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

ARTICLE V

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 [Paragraph Omitted But Included In Fully Licensed Version]

ARTICLE VI

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.

ARTICLE VII

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 [Paragraph Omitted But Included In Fully Licensed Version]Property.

ARTICLE IX

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 [Paragraph Omitted But Included In Fully Licensed Version]

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 [Paragraph Omitted But Included In Fully Licensed Version]

ARTICLE X

ALTERATIONS, ADDITIONS

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

ARTICLE XI

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 [Paragraph Omitted But Included In Fully Licensed Version]

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 [Paragraph Omitted But Included In Fully Licensed Version]

ARTICLE XII

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 [Paragraph Omitted But Included In Fully Licensed Version]

      Customer agrees to report promptly to Owner any [Paragraph Omitted But Included In Fully Licensed Version]

ARTICLE XIII

MISCELLANEOUS

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.