Contract

This Lease Agreement (“Agreement”) is made and entered into by and between CHARMED LEASING LLC (hereinafter “Lessor”), with its principal offices located at ___________________, San Antonio, TX ___________, referred to in this Agreement as “Lessor,” and ______________________ hereinafter Lessee, with its principal office located at ___________________, San Antonio, Texas, 78258, referred to in this Agreement as the “Lesses”

  1. Equipment being rented.

Lessor agrees to Lease to Lessee, and Lessee agrees to rent from Lessor, the following equipment:

  1.           Five (5), Eight (8) column machines complete with stands and toppers from Advance Manufacturing, hereinafter referred to as “the equipment”
  2.            The equipment at all times shall remain, and will always be the sole and exclusive property of the Lessor, until Lessee fulfills all obligations under this agreement, and pays in full the cost of the equipment.
  3. Title: Title to all of the Equipment shall remain in the name of Lessor, even upon the premises of the Lessee.

1.01 Lessor grants and conveys to Lessee the sole and exclusive right of its Equipment  to sell its products including but not limited to stickers, etc., and other flat vending based products (hereinafter referred to as the “Products”) as may be required;

1.02 During the Agreement Term, Lessee shall not contract, directly or indirectly, with or appoint any other party to sell the Products or use the Equipment, as defined herein, nor shall Lessee contract, attempt to contract, directly or indirectly, with or appoint any other party to sell the Products or sell the machines for any other purpose.

  1. Duration of Lease Period.

This Agreement shall take effect on the date it is executed by both parties.  This Agreement shall continue in effect for 13 Months from the date of execution of this Agreement unless terminated earlier as provided in this Agreement (herein referred to as the “Agreement Term”).  Unless the Lessor provides Lessee written notice of its intent to not renew this Agreement within thirty (30) days prior to the expiration of the Agreement Term, then this Agreement shall automatically be renewed for an additional ONE (1) year period or until balance is paid in full.

  1. Rental Amount.

Lessee shall pay Lessor the amount of $250.00 each month, payable on the 1st day of each month, and excluding the first month of the date of execution, and the months of July, August, and September.  In the 13 month lease, only 9 payments will be made.

3.01       In the event that Lessee fails to pay Lessor by the 3rd day of the month, Lessee shall be liable to Lessor for a $10.00 USD/per day penalty thereafter, until payment is made in full;

3.02       In the event that Lessee fails to pay Lessor all amounts due after the 3rd day of the month, Lessee has the immediate right to terminate this agreement, collect all monies due, and confiscate all equipment in the possession of Lessee without notice.

  1. Delivery. Lessor will only pay for the cost of the Equipment.  It is the Lessees responsibility to pay for the shipping and delivery of all of the Equipment.  The Lessee will pay for the shipping both when receiving and when returning the Equipment to Lessor.

Risk of Loss, Insurance and Force Majeure

  1. (a) At all times shall Lessor retain the necessary Insurance Coverage as required by Texas Law, during the term of this agreement.  Upon delivery of the Products to Lessee at the r designated location in the United States, Lessee shall have full responsibility for all risks of loss to the Equipment.  The risk of loss shall pass to Lessee upon acceptance and delivery of the Product.

(b) Throughout the Agreement Term, Lessor shall require and maintain insurance of the Equipment while Lessee maintains possession for loss or damage up to their replacement value.

(c) In addition Lessee shall maintain separate insurance coverage for the Products against claims of products liability, breakage, loss, theft, over pouring, including claims against the product or its packaging, however, Lessee’s insurance policy shall be primary to any and all such claims upon receipt of any such claim, after the Equipment is delivered and signed for by Lessee.  All insurance policies carried by the parties shall be procured from reputable insurance companies domiciled within the United States.

Lessee Obligations

  1. Lessee agrees that it will perform the following tasks under this agreement:
  2. Lessee is responsible for the proper training of its staff designated to handle the equipment and all rules and applicable Texas law;
  3.            Lessee is fully responsible for all equipment, loss, breakage, dents, scratches, cost of full replacement, damages, shipping of new equipment to Lessor, and any late payments due to Lessor.
  4. Late return.

If Lessee returns the Equipment to Lessor after the time and date the the lease period has expired, Lessee will pay Lessor a rental charge of $10 per day for each day or partial day beyond the end of the rental period until the Equipment is returned.  Lessor has the right to refuse the renewal of the lease of the Equipment to Lessor at any time.

  1. Value of Equipment.

Lessor and Lessee agree that the current value of the Equipment is $715.00 per 8 column machine, stand and topper.  Lessee acknowledges that the full cost of replacement is $3575.00 for all 5 machines included in this lease.

  1. Use of Equipment.  Lessee acknowledges that use of the Equipment creates some risk of personal injury to Lessee and third parties, as well as a risk of damage to property, and Lessee expressly assumes that risk.  Lessee therefore agrees to use the Equipment safely and only in the manner for which it is intended to be used.  Lessor is not responsible for any personal injury or property damage resulting from Lessee’s misuse, unsafe use, or reckless use of the Equipment.  Lessee will indemnify, hold harmless, and defend Lessor from and against any injury or damage claims arising out of Lessee’s misuse, unsafe use, or reckless use of the equipment.  Lessee is required to have insurance protecting his/her business against injury claims.
  2. Payments. Payments are due one first of each month except the months specified herein.  There is a 3 day grace period after which a $10.00 late fee is applied for every day thereafter.  Any account that is 45 days delinquent will have the Equipment repossessed at Lessees expense, plus any and all shipping charges.  If the account continues to remain delinquent Lessor will report any unpaid balance to the credit bureau.   Payments will be automatically deducted from checking/savings account or credit card.
  3. Termination by Lessor

Lessor may terminate this Agreement if any of the following terminating events occur:

(a)          Lessee does not pay each month as agreed to in this lease; or,

(b)          Lessee becomes insolvent or files a proceeding of insolvency, bankruptcy or similar proceedings; or,

(c)           Lessee does not provide the necessary insurance coverage over the Products and as may be required; or,

(d)          Lessee fails to perform its obligations as specified in this Agreement, provided that Lessor has notified Lessee in writing and alleges the specific obligations Lessee has failed to perform, and Lessee has not begun to cure or remedy such within thirty (30) days from the date it received such notice; or

(e)          Lessee attempts to sell, sells the equipment, or damages any of the equipment and fails to replace such equipment; and

(f)           Lessee fails under any obligation expressed or implied herein, in this agreement.

  1. Termination of contract.

At the end of the lease agreement, Lessee is to purchase Equipment at the set price of $2400.00 plus any outstanding fees.  After the last month of the lease the Lessee can “buy out” at any time.  If the buy out price is not satisfied, the Lessee may be eligible to continue to leas on a month by month basis, but is not guaranteed, see “#13 for renewal details.   If neither the buy out payment or renewal is accepted, Lessee will be responsible for returning all Equipment including the price of shipping within 15 days of the end of contract.

  1. Amortization of balance. If the balance of 2400.00 is not paid at the end of the lease it will continue to amortize at $125.00 every month a payment is made.  At the end of 37 total months the Lessee will pay $250 plus any outstanding fees, and the contract will be closed and the Lessee will own the equipment free and clear.
  2. Renewal of contract. If at the end of the contract period the termination buy out payment of $2400.00 is not satisfied, the contract will automatically renew month to month under the same terms as above.  Payments of $250.00 will continue the very next month with out interruption, unless it falls on a July, August, or September.  No notice will be sent.  The contract will continue to renew for 25 months unless the full balance is satisfied before then.  Lessor keeps the right to refuse contract renewal with out explanation at all times.
  3. Damages

Lessor shall be entitled to all damages allowed by law, including but not limited to:

  1. Actual Damages;
  2. Consequential Damages;
  3. Attorney Fees if applicable;
  4. Punitive Damages if applicable;
  5. Notices

Any notice, request, demand, or other communication required or permitted under this Agreement shall be deemed sent when:

(a) Addressed to the other party at the address for that party specified first in this Agreement and deposited certified mail in the United States mail; or

(b) Addressed to the other party at the address for that party specified first in this Agreement and deposited with a public telegraph company for transmittal with charges prepaid.

  1. Assignment

Lessee may not assign this Agreement or its obligations under this Agreement.  Any attempt to make such an assignment shall be void and null for all purposes.

  1. Effect of Partial Invalidity

If a court of competent jurisdiction in the United States of America finds any part of this Agreement invalid or unenforceable, that part shall be severable from the remainder of this Agreement, and the balance of this Agreement will remain in full effect.

  1. Governing Law and Jurisdiction

This Agreement and all rights and obligations of the parties shall be governed and construed pursuant to the laws of the State of Texas.  The obligations under this Agreement are performable in Bexar County, San Antonio, Texas.

  1. Compliance with Laws

The parties agree to comply with all laws, rules and/or regulations by either the federal, state and/or local governments located in the United States.

  1. Attorney’s Fees

If any legal action is necessary to enforce the terms of this Agreement, Lessor shall be entitled to reasonable attorney’s fees in addition to any other relief to which he may be entitled in the case that Lessee is in breach of this agreement.

  1. INDEMNIFICATION

6.06(1) Lessee agrees to forever defend and hold harmless Lessor against any claims that the Equipment, or Lessee’s sale or use of the Equipment under this Agreement, violates the trade secrets, trademarks, copyright, patent, or other proprietary rights of any other party.  Lessee shall indemnify and hold Lessor harmless from any liability for damage, costs, or other loss incurred by Lessee in connection with any such claim or any such claim on the premises and Territory.  Lessee shall notify Lessor of the assertion of any such claim and shall cooperate with Lessor in the investigation and resolution of the claim. Lessee agrees to defend Lessor against any claims that the Equipment or any claim, suit, arbitration, lawsuit, or any other claim for damages for any cause of action that may be asserted under Texas Law. Lessee shall be solely responsible for any and all claims dealing with their employees, personnel, officers, directors, and managers that may cause damage to Lessor or its Equipment, and any and all claim, suit, arbitration, lawsuits, or other claims for monetary compensation as a result of Lessee’s actions.

  1. Amendments

Lessor and Lessee agree that this Agreement may be modified and amended only by a written agreement duly executed by persons authorized to execute agreements on behalf of both Lessor and Lessee.

  1. Nonwaiver

Lessor and Lessee agree that no failure to exercise or delay in exercising any right, power, or privilege under this Agreement on the part of either party shall operate as a waiver of any right, power, or privilege under this Agreement.  The parties also agree that no single or partial exercise of any right under this Agreement shall preclude further exercise of such right.

  1. Dispute Resolution

In the event of any controversy, claim, or dispute relating to this Agreement or the breach thereof, the parties agree to resolve such dispute through non-binding pre-suit mediation, and if the dispute is not resolved at such mediation, then through binding arbitration in accordance with the commercial rules of the American Arbitration Association.  Such mediation and/or arbitration shall take place in San Antonio, Bexar County, Texas.  The parties will be responsible for their respective costs and expenses, including the mediator and arbitrator fees.

  1. Waiver of Consequential Damages

In no event shall either party be liable to the other party for any consequential, indirect or special damages, including loss of use or loss of profits, whether arising from breach of contract, tort (including negligence and strict liability), statute or equity.

  1.  Entire agreement.

This is the entire agreement between the parties.  It replaces and supersedes any and all oral agreements between the parties, as well as any prior writings.

  1. Counterparts.

This agreement may be signed by the parties in different counterparts and the signature pages combined will create a document binding on all parties.

Lessor

Name of Business:  Charmed Leasing LLC

A Limited Liability Company

By:  Dated:

Printed name:  Shane Duffy

Title:  President

Address:

Email:

Lessee:

Name of Business:

A

By: Dated:

Printed Name:

Title:

Address:

Email: