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:
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(a)
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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.
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(b)
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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.
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(c)
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Lessee shall observe all safety
rules and other requirements of regulatory bodies having
jurisdiction and shall pay all fines assessed.
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(d)
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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.
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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 i
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