LEASE FOR LEASING OF MACHINERIES

THIS LEASE AGREEMENT made this……………….day of……………….20 ………between ……………….a company incorporated in USA and having its registered office at………………. (hereinafter called "the Lessor") of the ONE PART and……………….a company incorporated in India and having its registered office at……………….(hereinafter called "the Lessee") of the OTHER PART.
 
NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:
 
(1) In consideration of the rent hereby reserved and of the terms and conditions, covenants and agreements herein contained and on the part of the Lessee to be observed and performed, the Lessor hereby agrees to lease and let to the Lessee and the Lessee hereby agrees to take on lease and hire from the Lessor the machineries (hereinafter called "the machineries", which expression shall be deemed to include all accessories and addition thereto, whether made before or after the
date of this Agreement) more particularly described in the Schedule hereunder written for the period of……………….years commencing from the 1st day of……………….20………………. PAYING therefor during the said term monthly rent of Rs……………….free and clear of all deductions and in advance on or before the……………….day of each and every calendar month, the first of such rent shall be paid on the ......... day of……………….and the subsequent rent to be paid on or before the……………….day of every succeeding month regularly.
 
(2) On receipt of intimation from……………….Port Trust of reaching of the said machineries at ……………….the Lessee shall take  delivery and inspect the machineries and sign the delivery and acceptance certificate provided by the Lessor. In case the Lessee discovers any defects and complaints in the machineries, the Lessee shall immediately notify about the same to the Lessor within .................... days of receipt of the goods by the Lessee and specifically state such defects and complaints in the delivery and acceptance certificate and if the Lessee fails to so notify the Lessor, it shall be deemed that the machineries have been received by the Lessee in perfect condition and the Lessee shall not be entitled to raise any objections whatsoever thereafter.
 
(3) The Lessee hereby declares that it has selected the machineries and the Lessor has not made any statements or representations about the same and the Lessee hereby acknowledges that the Lessor shall not be responsible for any defects or for the quality or fitness of the machineries or any part or parts thereof. The Lessor hereby assigns to the Lessee the right to make any claim for any defect or deficiency in the machineries or for any delay in delivery or non 	delivery by the seller of the machineries.
 
(4)The Lessee hereby covenants with the Lessor as follows:
 
(a)To pay the rent hereby reserved on the days and in the manner aforesaid clear of all deductions
 
(b) To use the machineries according to the manufacturer's instructions as to use, service and maintenance thereof.

 
 
(c) To keep the machineries in good and tenantable condition and place old or broken parts or accessories with parts or accessories of 	equal value and in default of so doing, permit the Lessor to repair or replace such part or accessories and require the Lessee forthwith to reimburse to the Lessor the expenses incurred by the Lessor.
 
(d) Not to remove the machineries from the address given in the Schedule, without the Lessor's prior written consent. 
 
(e) To operate the machineries in a skilful and proper manner and by persons who are competent to operate the said machineries.
 
(f)To pay for servicing of and repairs and other work done to the machineries and for spare parts and accessories thereof and keep the machineries free from distress or execution or any other legal process.
 
(g) To obtain licence, registration and any other permission required for the installation and operation of the said machinery and keep the said licences, registrations and permissions in full force during the term of the lease by punctually paying licence fees, registration charges rent, rates, taxes, and other outgoings payable in respect of the machineries and produce to the Lessor the receipts for all such payments and in the event of the Lessee making default, the Lessor shall be at liberty, but not bound to make all or any of such payments and to recover the amount thereof from the lessee forthwith.
 
(h) Not to make any additions, improvements or alterations in the machineries or changes of the working order, function or quality without the written consent of the Lessor.
 
(i) Not to affix, secure, fasten, anchor in any way, attach the machineries to the premises in which the machineries are kept and used or to any immovable property; without the Lessor's written consent 
 
(j)Not to transfer, assign, mortgage, charge, encumber, sell or otherwise dispose off the  machineries or any interest therein and nor create nor allow to be created any lien on the  machineries whether for repairs or otherwise and in the event of any breach of this clause by the Lessee, the Lessor shall be entitled (but shall not be bound) to pay to any third party such sum as is necessary to procure the release of the machineries from any charge, encumbrance or lien and thereupon make a demand on the Lessee for reimbursement of the amount paid by him and the Lessee shall pay the same forthwith..
 
(k) To permit the Lessor, his servants and duly authorised agents at all reasonable hours to enter upon the premises where the machineries may for the time being placed, kept and used to inspect and examine the machineries. 
 
(l) To bear entire risk of loss of or damage to the machineries or  part thereof from whatever cause arising (ordinary wear and tear excepted) and in event of any loss or damage to the machineries to replace the machineries with like machineries in good repair, condition and working order at his own cost
 
(m) To insure the machineries against such other risks as it desires, but such insurance shall not relieve the Lessee from all or any of its covenants, obligations and responsibilities under this Agreement.
 
(n) To provide the Lessor with such particulars, statements and details as to the Lessee's financial status, place, state and condition of the machineries as the Lessor may require.
 
(o) Upon the expiration or earlier determination of this lease agreement, to deliver and surrender up the machineries to the Lessor at the address of the Lessor stated above or at such other address as the Lessor may specify.
 
(5) The Lessor hereby covenants with the Lessee as follows:
 
(a)To insure the machineries with an insurance company for an amount sufficient to cover the stipulated loss value of the machineries described in the Schedule hereunder written. 
 
(b) Not to sell, transfer, pledge or establish a mortgage or charge on the machineries subject to this agreement without the Lessee's consent. However, the Lessor may transfer or pledge all or part of its rights and obligations under this agreement or use the machineries as security for whatsoever purposes the Lessor deems fit.
 
(c)In the case of sale of the machineries on termination or expiry of, the lease of the machineries, to give to the Lessee a priority right of buying the machineries at market price
 
(6)It is hereby expressly agreed and declared between the parties as follows
 
(i) That the Lessor is and shall at all times remain the absolute owner of the machineries and the Lessee shall have no right or interest therein otherwise than a Lessee. The machineries shall be registered in the name of the Lessee as a nominee for the purpose of registration 	provided that the Lessor's ownership shall be registered on the registrabon book during the lease period to the effect that the beneficial ownership of the machineries belongs to the Lessor.
 
(ii) If any one of the following events take place, the Lessor may give a notice in writing to the Lessee of his intention to terminate the agreement and if the event of default continues for a period of ....... days from the date of service of notice, it shall be lawful for the Lessor 	to terminate the lease:
 
(a) Failure to pay lease rents, or any other payment and such failure continues for a period of one month from the date, the said amount becomes due.
 
(b) Suspension or discontinuance or threatened suspension or discontinuance of business of the Lessee or commencement of winding up proceedings against the Lessee.
 
(c)On the Lessee being the subject of distress, attachment, execution or disposition.
 
(d) On the Lessee entering into any compromise, arrangement or composition with its creditors or any assignment for the benefit of such creditors.
 
(e)Attempt to remove, sale, transfer, encumber or part with the possession of the machineries without the consent of the Lessor in writing.
 
(f)Any adverse change in the management of the Lessee or other material change affecting the financial position of the Lessee. 

 
(g) Default of the Lessee of any obligation under any other agreement, which has been executed as a related document of this Agreement; or
 
(h) Abandonment of the machineries by the Lessee.
 
(iii) Any relaxation, forbearance, delay or indulgence on the part of the Lessor in enforcing any of the terms and conditions of this agreement or the granting of time by the Lessor to the Lessee shall not prejudice, affect or restrict the rights of the Lessor hereunder nor shall. any waiver by the Lessor of any breach hereof operate as a waiver-of any subsequent or any continuing breach hereof.
 
(iv)This lease agreement shall be governed and construed in all respects in accordance with the laws of India and any dispute or question regarding the interpretation of any clause or the rights, duties or liabilities of either party under this lease or otherwise -in connection with the lease, the matter in difference shall be referred to arbitration io the International Chamber of Commerce whose decision shall be binding and final. 
 
(v) Notices and other communications under this agreement shall be in writing addressed as indicated in the description of the parties herein or as either party may request in writing and the effective date of each is the date of its prepaid deposit in the mail for despatch by air or such service properly addressed.
 
(vi)The validity and interpretation of and the legal effect to be accorded to all provisions of this agreement shall be determined and applied according to the laws of India.
 
(vii) The parties will obtain necessary permissions from the Governments of their countries or any authority for the execution of this lease agreement, operation of the machineries and the payment of lease rent or any payment payable in respect of this lease and 	performance and observation of covenants and liabilities under this, lease agreement.
 
(viii) This Lease Agreement shall be executed in duplicate. the original shall be retained by the Lessor and the duplicate by the Lessee. 
  
(ix)The stamp duty and all other expenses in respect of this Lease Agreement and duplicate thereof shall be borne and paid by the Lessee.
 
(x) The marginal notes and the catch lines hereto are meant only for convenience of references and shall not in any way be taken, into account in the interpretation of these presents.
 
IN WITNESS WHEREOF, the parties have caused their common seals to be affixed hereunto and a duplicate hereby on the day and year first above written.
 
The Schedule above referred to 
 
WITNESSES		The common seal of the within named………………. the Lessor was 				hereunto affixed pursuant to the resolution of the Board of Directors 				passed on
1			.....................	in the presence of Shri ……………….and……………… 				Directors who have signed these presents in token thereof
2.			The common seal of the within named ..................... the Lessee was 				hereunto affixed pursuant to the resolution of the Board of Directors 				passed on.........................in the presence of S/Shri................................				and ……………….Director and Secretary, who have signed these 					presents in token thereof.