EQUIPMENT LEASE AGREEMENTEquipment Lease Agreement |
|
|
|
You are currently viewing: This Equipment Lease Agreement involves
CLAIMSNET COM INC. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
|
|
|
Search Equipment Lease Agreement by:
Exhibit 10.2
EQUIPMENT LEASE AGREEMENT
THIS
AGREEMENT (the “Agreement”) is made and entered into by and between
WWW.ELINKSYSTEMS.COM,LLC, a Texas Based Company (“Lessor”), and
CLAIMSNET.COM __________________, a ___ Delaware Corporation _______________
(“Lessee” and collectively with Lessor, the “Parties”),
as of December 1, 2006.
1. EQUIPMENT
LEASED. Lessor hereby leases to Lessee, and Lessee leases from Lessor, the
property (hereinafter referred to as the “Equipment”), set forth in
Exhibit A, which is attached hereto and made a part hereof.
Exhibit A may be modified from time to time upon the separate written
agreement of the Parties.
2. TERM
AND RENT. The term of this Agreement (the “Lease Term”) shall
commence on the date first above written and, subject to any right to terminate
the Agreement herein, shall remain in force for three years from that date;
provided, however, that Lessor may terminate this Agreement at any time by
giving prior notice to Lessee, not less than three (3) days before the
date of such termination. Unless a different pay period is subsequently agreed
to by the Parties, rent in the amount of Four Thousand, Seventy Eight and
39/100 Dollars ($4,078.39) shall be paid by Lessee to Lessor on the first day
of each month during the Lease Term.
3. TITLE.
This Agreement creates a lease only of the Equipment and, except as otherwise
stated in Section 6 below, nothing contained herein or the payment of rent
hereunder shall enable Lessee to acquire any right, title, or other interest in
or to the Equipment other than that of a lessee. Lessee will not
(i) subject the Equipment to any claims, liens or encumbrances,
(ii) sell, sublet or lend the Equipment, or (iii) permit the
Equipment to be used by anyone other than Lessee and its employees and agents.
4. TAXES
AND OTHER CHARGES. Unless subsequently agreed to otherwise by the Parties:
|
|
(a) |
|
Lessee shall
pay and/or be responsible for all sales and use taxes imposed on the
possession, use, or operation of the Equipment during the term of this
Agreement. |
|
|
|
|
|
|
|
(b) |
|
Lessee assumes
all responsibility and shall pay the cost and expense for all licensing,
registrations, permits, and such other certificates as may be required for
the lawful operation of the Equipment during the term of this Agreement. |
|
|
|
|
|
|
|
(c) |
|
Lessee shall
observe all safety rules and other requirements of regulatory bodies having
jurisdiction and shall pay all fines assessed. |
|
|
|
|
|
|
|
(d) |
|
Lessor may pay
any tax, licensing, registration, or permit fee, fine, or other charge,
whether levied, assessed, charged, or imposed against Lessor or the Lessee.
If such payment is made by Lessor, Lessee shall reimburse Lessor. Lessor
shall also have the right of offset in the event Lessor owes any monies to Lessee. |
1
5. LOCATION
OF EQUIPMENT. The Equipment shall not be delivered to Lessee during the
Lease Term, but shall remain at Lessor’s place of business or other
location as determined by the Lessor.
6. PURCHASE
OPTION. At the end of the Lease Term, as further consideration for the
payment of rent by the Lessee, the Lessee shall have the right, but not the
obligation, to purchase all of the Equipment for the amount of One Dollar
($1.00) (the “Purchase Option”). Lessee shall notify Lessor no later
than thirty (30) days prior to the end of the Lease Term of its intention
to exercise the Purchase Option. If Lessee fails to provide such notice, the
Purchase Option shall expire thirty (30) days prior to the end of the
Lease Term.
7. MAINTENANCE
AND REPAIR. Lessee shall purchase and pay all operating expenses necessary
for the operation of the Equipment, and at Lessee’s sole cost and expense
keep the Equipment in good repair, condition, and operating order. In the event
Lessor pays any such costs, Lessor shall invoice Lessee for such costs for
payment. Lessor shall have the right of offset in the event Lessor owes any
monies to Lessee. At the end of the Lease Term, unless Lessee exercises the
Purchase Option, Lessee shall return the Equipment, if necessary, to Lessor at
Lessor’s place of business in operating order and in the same condition
and state of repair as it was on the date of this Agreement, ordinary wear and
tear excepted.
8. LOSS,
DAMAGE AND INSURANCE. As between the Parties, Lessee accepts all risks of
loss and damage to the Equipment (“Loss”) from the shipment of the
Equipment, if applicable, to Lessee until returned to Lessor. Lessee Must
notify Lessor immediately if there is any Loss and Lessor will demand that Lessee
either (a) repair or replace the Equipment or (b) pay Lessor the
“Stipulated Loss Value” which is the sum of (i) all Rent and
other amounts due, and currently owed to Lessor under the Lease, including
unpaid taxes, (ii) all future Rent payments that would accrue over the
remaining Lease Term plus Lessor’s estimated value of the residual
interest of all of the Equipment at the end of the Lease Term, such sum to be
discounted to present value at a discount rate equal to the Federal Reserve
Bank Discount Rate in effect at the date of this Agreement and (iii) any
costs and expenses incurred as a result of this event. For the Lease Term set
forth above, Lessee will maintain property casualty insurance in an amount
equal to the replacement value of the Equipment naming Lessor as loss payee and
public liability and third party property damage insurance naming Lessor as an
additional insured. At Lessor’s request, Lessee will deliver the policies
or certificates of insurance to Lessor. If Lessee does not give Lessor evidence
of insurance we may obtain such insurance and charge Lessee for the cost. The
foregoing policies shall provide that it may not be cancelled or materially
altered without at least 30 days’ prior written notice to Lessor.
9. DEFAULT.
Each of the following is considered a default (“Default”) under
this Agreement: (i) if Lessee fails to perform any of the obligations,
terms or conditions of this Agreement including payment of rent when due,
(ii) if Lessee becomes insolvent or enters into (or has entered against
Lessee) bankruptcy, receivership, reorganization, dissolution, liquidation or
other similar proceeding, (iii) if Lessee makes an attempt to sell or
convert the Equipment, (iv) or the Equipment be encumbered in any way. In the
event of a Default, Lessor shall have the right to exercise the following
nonexclusive remedies:
2
|
|
(a) |
|
To require
Lessee to pay to Lessor a sum equal to (i) the Stipulated Loss Value
calculated above plus; (ii) any costs and expenses (including breakage
fees) incurred as a result of the Default; |
|
|
|
|
|
|
|
(b) |
|
To receive
payment by Lessee in the amount of $4078.39. + all appropriate sales, city,
county, federal, and any other taxes , due at the beginning of the month. |
|
|
|
|
|
|
|
(c) |
|
To Cancel or
terminate this Agreement; |
|
|
|
|
|
|
|
(d) |
|
To retake and
retain, if necessary, the Equipment without demand or legal process free of
all rights of the Lessee; and |
|
|
|
|
|
|
|
(e) |
|
Pursue all
rights and remedies available to Lessor at law or in equity. |
10. LATE
CHARGES. If any payment of rent or other amount payable to Lessor is no
received in full within 5 days after the due date, Lessee will pay to
Lessor a late charge equal to the greater of (i) 5.00% of the late payment
amount or (ii) $50.00 for each late payment (or if less, the highest amount
permitted by applicable law). Payment of any late charge does not excuse Lessee
of any default under this Agreement.
11. ARBITRATION.
Either Party, or anyone to whom this Lease is transferred may choose to have
any dispute arising under this Lease resolved by binding arbitration. The party
demanding arbitration may elect for the arbitration to be conducted under the
rules then in effect of either the National Arbitration Forum
(“NAF”); JAMS/Endispute; or the American Arbitration Association.
Where available, the arbitration shall be conducted under the commercial rules
of the selected forum, as amended by this arbitration clause (the
“Arbitration Clause”). Arbitration rules and other information are
available by contacting these arbitration forums:
|
|
|
|
|
|
|
American Arbitration
Association |
|
JAMS/Endispute |
|
National Arbitration
Forum |
Any party may elect to
arbitrate even if an action has been filed in court, so long as no judgment has
been rendered. However, if the party that has not demanded arbitration prefers
to proceed in small claims court instead of arbitrating the claim, the party
that has demanded arbitration shall be required to revoke the demand for
arbitration and litigate in small claims court after receiving adequate
assurance that the total of all current and future claims to be raised in the
small claims court action by the party that has not demanded arbitration will
not exceed a total amount in controversy of $5,000.
A single arbitrator shall
hold the arbitration hearing in the federal judicial district where Lessee is
located. The arbitrator shall apply applicable law. The arbitrator’s
award shall be final and binding on all parties, except that in the event of an
award in excess of $100,000, the non prevailing party may request a new
arbitration by a three-arbitrator panel under the selected forum’s rules.
3
Each party shall pay its
own arbitration costs and expenses, including attorneys’ fees, except
that the arbitrator may award attorneys’ fees, court costs and other
charges if applicable law permits. Either party may enter judgment on the award
in the highest local, state or federal court or before any administrative body
that has jurisdiction. This Arbitration Clause shall survive termination or
expiration of the Lease Term. No class action arbitration may be brought or
ordered under this Arbitration Clause and there shall be no joinder of parties,
except for joinder of parties mentioned in this Arbitration Clause.
UNDER THIS ARBITRATION
CLAUSE, DISPUTES BETWEEN THE PARTIES MAY BE RESOLVED BY BINDING ARBITRATION EVEN IF ONE PARTY WOULD PREFER TO SETTLE THE
DISPUTE IN COURT; A PARTY MAY NOT HAVE THE RIGHT TO SEEK REMEDIES IN COURT,
INCLUDING THE RIGHT TO A JURY TRIAL; THE ABILITY TO COMPEL OTHER PARTIES TO
PRODUCE DOCUMENTS OR TO BE EXAMINED IS MORE LIMITED IN ARBITRATION THAN IN A
LAWSUIT; AND, RIGHTS TO APPEAL OR CHANGE AN ARBITRATION AWARD IN COURT ARE VERY
LIMITED. IF LESSEE IS IN DEFAULT, LESSOR RETAINS AN OPTION TO USE JUDICIAL OR
NON-JUDICIAL RELIEF TO ENFORCE ITS INTEREST IN THE EQUIPMENT AND TO ENFORCE THE
MONETARY OBLIGATION. JUDICIAL RELIEF WOULD TAKE THE FORM OF A LAWSUIT THAT WILL
NOT CONSTITUTE A WAIVER OF THE RIGHT OF ANY PARTY TO COMPEL ARBITRATION
REGARDING ANY OTHER DISPUTE OR REMEDY SUBJECT TO ARBITRATION IN THIS LEASE,
INCLUDING THE FILING OF A COUNTERCLAIM IN A LAWSUIT BROUGHT BY EITHER PARTY
PURSUANT TO THIS PROVISION.
12. WAIVER.
Lessor’s forbearance in exercising any right or remedy available
hereunder upon Lessee’s breach of the terms, covenants, and conditions of
this Agreement or Lessor’s failure to demand the punctual performance
thereof shall not be deemed a waiver of:
|
|
(a) |
|
such right or
remedy; |
|
|
|
|
|
|
|
(b) |
|
the requirement
of punctual performance; or |
|
|
|
|
|
|
|
(c) |
|
any subsequent
breach or default on the part of Lessee; |
13. DISCLAIMER
OF WARRANTIES. Lessee acknowledges that (i) Lessor is not the
manufacturer of the Equipment nor the manufacturer’s agent, and
(ii) Lessor has not made any representation or warranty regarding the
Equipment not contained herein, and (iii) Lessee is responsible for
reading the operating instructions and warnings provided by the manufacturer of
the Equipment. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, LESSOR
DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE EQUIPMENT, INCLUDING
WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.
4
14. NOTICES.
All notices or other documents under this Agreement shall be in writing and
delivered personally or mailed by certified mail, postage prepaid, addressed to
the Parties at their last known address.
15. GOVERNING
LAW. This Agreement shall be construed in accordance with and governed by
the laws of the State of Texas. All civil actions filed as a result of disputes
arising out of this Agreement shall be filed in the court of proper
jurisdiction in the State of Texas.
16. BINDING
EFFECT. The provisions of this Agreement shall be binding upon and inure to
the benefit of the Parties and their respective heirs, executors,
administrators, legal representatives, successors and assigns.
IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date
set forth above.
|
|
|
|
|
|
|
|
|
|
|
|
|
WWW.ELINK SYSTEMS.COM, LLC |
|
|
|
CLAIMSNET.COM |
|
|
||||
|
2500 Legacy Drive |
|
|
|
|
|
|
|
|
||
|
Suite 120 |
|
|
|
|
|
|
|
|
||
|
Frisco, TX 75034 |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
By: |
|
/s/ Blake York Name: Blake York
|
|
|
|
By: |
|
/s/ Don Crosbie Name: Don
Crosbie |
|
|
|
|
|
Title: President
|
|
|
|
|
|
Title: CEO |
|
|
5
EXHIBIT A
EQUIPMENT LEASE AGREEMENT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product |
|
Vendor |
|
Price |
|
qty |
|
Ext Price |
||||||
|
Cisco
2950 24 Port Switch |
|
eLink |
|
$ |
1,950.00 |
|
|
|
2 |
|
|
$ |
3,900.00 |
|
|
Cisco
ASA5510 firewall w/Intrusion Detection Option |
|
eLink |
|
$ |
7,000.00 |
|
|
|
1 |
|
|
| ||






