Equipment Lease Agreement 1. POSSESSION AND SURRENDER OF EQUIPMENT: Lessee shall be entitled to possession of the Equipment on the first day of the Lease Term. At the expiration of the Lease Term, Lessee shall surrender the Equipment to Lessor by delivering the Equipment to Lessor or Lessor’s agent in good condition and working order, ordinary wear and tear excepted, as it was at the commencement of the Lease Term. 2. USE OF EQUIPMENT: Lessee shall only use the Equipment in a careful and proper manner and will comply with all laws, rules, ordinances, statutes and orders regarding the use, maintenance of storage of the Equipment. 3. CONDITION OF EQUIPMENT AND REPAIR: Lessee has inspected the Equipment and acknowledges that the Equipment is in good and acceptable condition. 4. MAINTENANCE, DAMAGE AND LOSS: Lessee will, at Lessee's sole expense, keep and maintain the Equipment clean and in good working order and repair during the Lease Term. In the event the Equipment is lost or damaged beyond repair, Lessee shall pay to Lessor the replacement cost of the Equipment; in addition, the obligations of this Agreement shall continue in full force and effect through the Lease Term. 5. ENCUMBRANCES, TAXES AND OTHER LAWS: Lessee shall keep the Equipment free and clear of any liens or other encumbrances, and shall not permit any act where Lessor’s title or rights may be negatively affected. Lessee shall be responsible for complying with and conforming to all laws and regulations relating to the possession, use or maintenance of the Equipment. 6. OWNERSHIP: The Equipment is and shall remain the exclusive property of Lessor. 7. SEVERABILITY: If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited. 8. ASSIGNMENT: Neither this Agreement nor Lessee’s rights hereunder are assignable except with Lessor’s prior, written consent, which may be withheld in its complete discretion. 9. BINDING EFFECT: The covenants and conditions contained in the Agreement shall apply to and bind the Parties and the heirs, legal representatives, successors and permitted assigns of the Parties. 10. GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. 11. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the Parties and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement. This Agreement may be modified in writing and must be signed by both Lessor and Lessee. 12. CUMULATIVE RIGHTS: Lessor’s and Lessee’s rights under this Agreement are cumulative, and shall not be construed as exclusive of each other unless otherwise required by law. 13. WAIVER: The failure of either party to enforce any provisions of this Agreement shall not be deemed a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement. The acceptance of rent by Lessor does not waive Lessor’s right to enforce any provisions of this Agreement. 14. INDEMNIFICATION: Lessee, to the fullest extent not prohibited by law, will indemnify and hold Lessor, including its parent, officers, directors, agents, subsidiaries, affiliated entities, employees and Lessor’s property, free and harmless from any liability for direct and indirect losses, claims, expenses (including reasonable attorney’s fees), injury to or death of any person, including Lessee, or for damage to property arising from Lessee using and possessing the Equipment or from the acts or omissions of any person or persons, including Lessee, using or possessing the Equipment. 15. NO WARRANTY: Lessee acknowledges that Lessor is not a seller under any applicable version of the Uniform Commercial Code and that Lessor is not the manufacturer of the Equipment. Lessee is satisfied that the Equipment is suitable and fit for Lessee’s intended purposes. The Equipment is provided AS IS without warranty of any kind by Lessor. No representations are being made by Lessor to Lessee with respect to the quality of the Equipment. The Equipment is being leased with all faults and the entire risk as to satisfactory quality, performance and use is with the Lessee. All warranties which would otherwise be implied or incorporated into this Lease by statute or common law are hereby excluded. LESSOR SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESSED AND IMPLIED, INCLUDING ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Lessor makes no warranties as to condition, merchantability, design or operation of the Equipment, its quality or capacity of the materials in the Equipment or workmanship in the Equipment, nor any other representation or warranty whatsoever. Lessor shall not be liable to Lessee for any loss, damage, or expense of any kind or nature caused, directly or indirectly, by the Equipment or the use, transportation or maintenance thereof or the failure or operation thereof, or the repair, service or adjustment thereof, or by any delay or failure to provide any such maintenance, repair, service or adjustment, or by any interruption of service or loss of use thereof or for any loss of business however caused.