1. AGREEMENT: This Equipment Rental Agreement sets forth the terms and conditions relating to the Rental (the “Rental”) of equipment (the “Equipment” as well as accessories, attachments, components required for use), as well as other ancillary services pursuant to and in accordance with the terms hereof and the applicable addendums annexed hereto (the “Agreement”).

2. RENTAL TERM: The Rental Term shall commence upon the operational start date (the “Start Date”) and end on the termination end date specified.

3. PAYMENTS: For the Rental Term, Lessee agrees to pay to Lessor the payments 45 days from receipt of invoice at rates set out “Rental Rates (herein “Rental Payments”)

4. SERVICES: In addition to the Rental Payments, the Lessee agrees to pay the Lessor for any ancillary services for the operational services related to the Equipment.

5. RESPONSIBILITIES: The obligations of the parties hereunder include the responsibilities set out in “Lessee and Lessor Responsibilities.”

6. SIGNING AUTHORITY; Lessee signing representative warrants and represents that he or she has the legal capacity to sign this Rental Agreement, and this Rental Agreement constitutes a legal, valid, binding and enforceable obligation of the Lessee. If Lessee is other than an individual employee or consultant, Lessee represents and warrants that it has the legal capacity, power and authority to sign this Rental Agreement, that any representative, agent, director, officer or employee of Lessee that signs this Rental Agreement is authorized to sign and deliver, and take any other action, on behalf of the Lessee in connection with this Rental Agreement, and that this Rental Agreement constitutes a legal, valid, binding and enforceable obligation of the lessee.

6. PAYMENT TERMS; CREDIT INVESTIGATION: Lessor shall make Rental Payments pursuant to ”Rental Rates” and any additional service fees as outlined in within 30 days of invoicing. All other payments hereunder are due and payable by the Lessor monthly commencing on the 30th day following the Start Date. Payments provided for hereunder shall be payable at the office of Lessor set forth above, or at any other place designated by Lessor. The Rental is a net Rental and Lessee shall not be entitled to any abatement of, reduction of, or setoff against Rental Payments for any reason whatsoever. Lessee agrees to pay on demand, as a late charge, 1.5% per month (18% per annum), limited by the maximum rate permitted by law, on all overdue amounts (including accelerated balances) under the Rental , whether such amounts are due prior to or after a Default (as hereinafter defined). Subject to applicable legislation, the Lessee hereby consents to Lessor conducting a credit investigation of the Lessee and to Lessor making inquiries with financial institutions or other persons in a business relationship with the Lessee in connection therewith; the Lessee hereby authorizes and directs persons to answer Lessor’s inquiries.

7. NET RENTAL; PAYMENT OF TAXES; INDEMNIFICATION: All costs and expenses relating to the Equipment or its use, replacement, maintenance or possession shall be borne by the Lessee, including all taxes and all fees, charges, claims and fines incurred or arising in connection with the registration, licensing or operation of the Equipment. Lessee shall pay promptly when due, all taxes, fees and assessments, together with any fines, penalties or interest thereon (unless such fines, penalties or interest arise solely from Lessor’s gross negligence or willful misconduct) now or hereafter imposed by any governmental body, upon or with respect to, any of the Equipment or the use, possession, ownership, leasing, operation, delivery or return thereof. Any fees, taxes or other amounts paid by Lessor upon failure of Lessee to make such payments shall be payable upon demand from Lessee to Lessor. The Lessee hereby agrees to indemnify the Lessor to the fullest extent permitted by law and save the Lessor and its affiliates, parents and subsidiaries as well as their respective directors, officers, servants, agents, employees and representatives harmless from and against all loss, cost, liabilities, claims, legal proceedings and expenses (including legal fees and costs) whatsoever arising in connection with this Agreement, including without limitation, arising in connection with the delivery, possession, use, maintenance, operation, removal, disabling, loss or return of any or all the Equipment, any unauthorized use or operation of Equipment which infringes any patent or other industrial or intellectual property right of any person, any Default by the Lessee hereunder, and any spill or other contamination from fluid emanating from the Equipment. THE FOREGOING INDEMNIFICATION OBLIGATION OF THE LESSEE SHALL BE IN ADDITION TO AND NOT IN DEROGATION OF ANY RIGHTS THAT THE LESSOR MAY HAVE BY STATUTE, COMMON LAW OR OTHERWISE. THE DUTY TO INDEMNIFY WILL CONTINUE IN FULL FORCE AND EFFECT NOTWITHSTANDING THE EXPIRATION OR TERMINATION OF THIS RENTAL AGREEMENT

8. DISCLAIMER OF WARRANTIES; LIMITATION OF REMEDY; LIMITATION OF LIABILITY: Lessee has selected the Equipment and agrees that the Equipment is of a size, design and capacity selected by Lessee and that Lessee is satisfied that the same is suitable for Lessee’s purposes, and that except as may otherwise be specifically provided herein, Lessor has made no representation or warranty as to any matter whatsoever. LESSOR DISCLAIMS, AND LESSEE HEREBY EXPRESSLY WAIVES AS TO LESSOR, ALL WARRANTIES WITH RESPECT TO THE EQUIPMENT INCLUDING BUT NOT LIMITED TO ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, QUALITY, CAPACITY, OR WORKMANSHIP, ALL EXPRESS OR IMPLIED WARRANTIES AGAINST PATENT INFRINGEMENTS OR DEFECTS, WHETHER HIDDEN OR APPARENT, AND ALL EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO COMPLIANCE OF THE EQUIPMENT WITH THE REQUIREMENTS OF ANY LAW, REGULATION, SPECIFICATION OR CONTRACT RELATIVE THERETO. IN NO EVENT SHALL LESSOR BE LIABLE (INCLUDING WITHOUT LIMITATION, UNDER ANY THEORY IN TORTS) FOR ANY LOSS OF USE, REVENUE, ANTICIPATED PROFITS OR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, BODILY INJURY, OR DAMAGES RELATING TO WRONGFUL DEATH) ARISING OUT OF OR IN CONNECTION WITH THE RENTAL OR THE USE, PERFORMANCE OR MAINTENANCE OF THE EQUIPMENT, AND ANY LIABILITY OF THE LESSOR IS LIMITED TO THE AMOUNT OF PAYMENTS ACTUALLY RECEIVED FROM THE LESSEE HEREUNDER.

9. TITLE; IDENTIFICATION; PERSONAL PROPERTY: With the exception of equipment and materials that are items identified as purchase items, the Equipment is and shall at all times be and remain the sole personal and movable property of Lessor, shall not be affixed or attached to or otherwise become a fixture or accession to any lands, buildings or chattels and the Lessee shall have no right, title or interest in or to the Equipment except as expressly set forth herein. The Lessee shall not allow the Equipment to become subject to any claim, privilege, lien, charge, encumbrance, levy, security interest, mortgage, pledge, hypothecation, seizure, trust, attachment, judicial process, ownership interest, licence, sub-rental or other right in favour of any person unless such encumbrance is caused by Lessor.

10. USE AND ACCESS: The Lessee acknowledges that they are familiar and fully qualified to operate and use the equipment based on standard industry operating procedures. Lessor shall have exclusive access to all Equipment. Lessee shall operate around Equipment in a careful and prudent manner and not for any unlawful purpose and shall at Lessee’s expense comply with and conform to all applicable laws, ordinances and regulations (including laws, ordinances and regulations concerning environmental matters) relating to the possession, use or Maintenance of the Equipment. Without limiting the generality of the foregoing, Lessee shall only use fluid/water that has passed by Provincial or National regulatory bodies prior to use with all Equipment and not with any fluid volumes that contain other substances or liquids other than fresh fluid without written approval by the Lessor. If the Lessor grants the Lessee the use of Equipment for fluid that is not considered fresh, the Lessee agrees to flush such equipment with fresh water. Lessee shall only use the Equipment in connection with its business and only for commercial, industrial, professional or handicraft purposes and shall not use the Equipment for other use, which may include but not limited to personal, family, household, or farming purposes without written approval by Lessor. Lessee is responsible for understanding all documents provided to it by Lessor in relation to the use of Equipment and for informing itself on the proper use of any Equipment that would not be operated by internal Lessor representatives, and shall follow all health, safety, and/or environment issues as requested. Lessor shall have the right to inspect, maintain, and tour the Equipment. For any inspections, Lessor must notify the Lessee via email or phone call prior to any non-operational onsite/location visit.

11. DEFAULT; RETURN OF EQUIPMENT; FREEZE OFF POLICY: Any of the following shall constitute a default by Lessee under this Agreement (herein “Default”): (i) failure by Lessee to pay any amounts under the Rental when due and such remains unremedied for a period of ten (10) days from the due date; or (ii) failure by Lessee to comply with any provisions or perform any of its obligations arising hereunder or under any other documents or agreements relating to the Rental , and such remains unremedied by Lessee for a period of twenty (20) days; or (iii) subjection of the Equipment to levy or execution or other judicial process which is not or cannot be removed within thirty (30) days from the subjection thereof; or the imposition of any unauthorized lien on or transfer of the Equipment by or through Lessee; or (iv) commencement of any insolvency, bankruptcy or similar proceedings by or against Lessee, including any assignment by Lessee for the benefit of creditors, and in the case of any such involuntary proceedings, such is not dismissed within thirty (30) days of institution; or the inability of Lessee to generally pay its debts as they become due; or (v) any material adverse change in Lessee’s business operations or financial condition, or any act of Lessee which imperils the prospect of full performance of Lessee’s obligations under the Rental , including but not limited to the liquidation or dissolution of Lessee or the commencement of any acts relative thereto, or without the prior written consent of Lessor, any sale or other disposition of all or substantially all of the assets of Lessee, or any merger or consolidation of Lessee unless Lessee is the surviving entity and Lessee’s tangible net worth, after giving effect to such transaction, equals or exceeds that which existed prior thereto, or the cessation of business by Lessee. Upon any Default, Lessor may exercise any one or more of the following remedies (which remedies shall be cumulative to the extent permitted by law): (i) terminate the Rental ; (ii) enter upon the premises where such Equipment is located and take immediate possession thereof, whether it is affixed to realty or not, and remove same, without order of the court and without liability to Lessor for or by reason of such entry and taking possession, whether for damage to property or otherwise; (iii) demand and Lessee shall return the Equipment to Lessor; or (iv) exercise any other right or remedy which may be available to it under applicable law. To the extent permitted by applicable law, Lessee waives all rights it may have to limit or modify any of Lessor’s rights and remedies hereunder, including but not limited to, any right of Lessee to require Lessor to dispose of the Equipment or otherwise mitigate its damages hereunder. At the end of the term or any renewal thereof, the Lessee, at the Lessee’s expense, shall surrender control of all the Equipment to Lessor at Lessor nearest location specified by Lessor. Upon surrender, all the Equipment shall be in good repair, condition and working order. If the Lessee during the term of the rental period freezes or alters (cracking, stretching, tearing, twisting etc.) any equipment during winter operations, the Lessee shall be invoiced and agrees to pay the Lessor the replacement cost of the equipment. If the Lessee fails to surrender all the Equipment to Lessor as required under this Agreement, Lessor may, without notice to the Lessee or resort to any legal process, but subject to any applicable law, enter any premises where any or the Equipment is located and take possession of and disassemble and remove such Equipment. Lessee has/will inspect all materials used to connect the Equipment (hitches, bolts, connections, safety chains, hauling and other devices) to the Lessee’s mode of transport. Lessor shall not be responsible any damage to the Lessee’s transportation vehicles caused such connection Equipment. If the Equipment is damaged or excessively worn on return the Lesser shall pay the Lessor on demand the reasonable cost of repair and pay rental on the Equipment at the regular rental rate until all repairs have been complete. Lessor shall be under no obligation to commence repair work until Customer has paid to Lessor the estimated cost therefor.

12. RISK OF LOSS; INSURANCE: The Lessee shall, until this agreement is terminated and Lessees obligations hereunder are discharged in full (including the return of the Equipment), bear the entire risk of loss, damage, destruction, theft, seizure or governmental taking of the Equipment or any part thereof, including without limitation any materials required for Equipment once the foregoing is removed from the Lessor’s location to a location designated by Lessee (any such case being a “Loss”), regardless of whether it is caused by any default or neglect of the Lessee. No Loss shall relieve the Lessee’s obligations hereunder. The Lessee shall, at its own expense, place and maintain with insurers acceptable to Lessor:
(a) comprehensive all risks insurance on the Equipment for its full replacement value, such insurance to include: (i) Lessor as additional insured, and (ii) a loss payable clause in favour of Lessor as first payee, and (iii) a waiver of subrogation in favour of Lessor.
(b) general public liability and property damage insurance with limits of liability equal to at least $5 million per occurrence (or such greater amount as Lessor may require from time to time), and such insurance shall: (i) extend to all liabilities of the Lessee arising out of its use or possession of Equipment, (ii) include Lessor as additional insured, and (iii) include a cross-liability which insures each person insured thereunder in the same manner and to the same extent as if a separate policy had been issued to each.
The Lessee shall, on request, supply Lessor with certified copies of all insurance policies or other evidence satisfactory to Lessor of satisfaction of these insurance covenants. In the event of damage amounting to actual or constructive total loss of the Equipment, Lessor shall be entitled to retain from all insurance proceeds an amount equal to the total amount payable to Lessor by the Lessee hereunder as liquidated damages. If the Lessee fails to fulfil its insurance obligations hereunder, then, without prejudice to Lessor’s other rights and remedies, Lessor shall have the right, but not the obligation, to procure insurance covering Lessor’s interests (but not the Lessee’s interest) in the Equipment, in such form and amount and with such insurers (including an insurer affiliated with Lessor) as Lessor shall determine from time to time, all at the Lessee’s expense. Such expense shall include the cost of acquiring such insurance and any charges or fees for services associated with the placement, maintenance or service of such insurance, plus interest accruing on such expense at the interest rate provided herein for overdue amounts until such expense is reimbursed by the Lessee to Lessor. The Lessee shall co-operate with Lessor’s insurance agent in connection with the placement of such insurance and the processing of any claims. Nothing herein shall be deemed to obligate or entitle Lessor to act as an insurer hereunder or to arrange any insurance for the benefit of the Lessee. Nothing herein shall require Lessor to secure, maintain in force, or renew any insurance, in any amounts or upon any specific terms and conditions. Lessor reserves the right to terminate any insurance coverage which Lessor may arrange, or allow same to lapse, without incurring any liability to the Lessee.
FOR RENTAL OF EQUIPMENT NOT LICENSED FOR ROAD USE, LESSEE MUST EITHER (i) ELECT TO NAME LESSOR AS LOSS PAYEE EVIDENCING PROPERTY INSURANCE COVERAGE, OR (ii) ELECT TO PURCHASE THE RENTAL PROTECTION PLAN.

13. NO CONDITIONAL SALE; PERSONAL PROPERTY: It is the intention of the parties to hereby create a lease of the Equipment, and not a conditional sale. To provide solely for the eventuality that a court might hold this to be a conditional sale, Lessor hereby retains a purchase money security interest to secure payment of the sales price of the Equipment as determined by such court, and Lessee grants to Lessor all rights given to a secured party under the Personal Property Security Act, the Uniform Commercial Code and any other applicable legislation, in addition to Lessor’s other rights hereunder. It is further the intention of the parties that the Equipment shall at all times be and remain moveable personal property, notwithstanding any purpose for which the Equipment may be used or that it may become affixed, attached or joined to any land or immovable property or any structure thereon. To provide solely for the eventuality that a court might hold the Equipment or any of it to be a fixture, the parties state for the purpose of complying with the legal requirements that collateral is or includes fixtures.

14. FILINGS: Lessor may file or record this Agreement in original or true form, a financing or financing change statement or any other notice in respect thereof or any appropriate document with appropriate offices of public record in any jurisdiction where the Equipment may at any time be located or where Lessee may be resident or carry on business. Lessee hereby waives its right to receive a copy of any financing statement or financing change statement registered by Lessor in connection with this Agreement.

15. ENTIRE AGREEMENT: The terms and conditions of this Agreement, including all addendums, constitutes the entire agreement between Lessor and the Lessee with respect to its subject-manner.

16. SEVERABILITY: Any provision of this Agreement prohibited by or unlawful or unenforceable under any applicable law shall, at the sole option of Lessor, be ineffective without invalidating the remaining provisions of this Agreement; provided, however, that to the extent that the provisions of any such applicable law can be waived, they are hereby waived by the Lessee.

17. DELAY; WAIVERS: No delay in exercising, or failure to exercise, any right or remedy accruing to Lessor under this Agreement will impair or waive such right or remedy, nor will a waiver of any single Default be deemed a waiver of any other prior, subsequent or concurrent Default. Any waiver, permit, consent, or approval on the part of Lessor in respect of this Agreement must be in writing and shall have effect only to the extent specifically set forth in such writing.

18. APPLICABLE LAW: This Agreement shall be governed and construed according to the laws of the state of Indiana and the federal laws of the United States applicable therein. The parties irrevocably agree and submit to the jurisdiction of the courts of the State of Indiana in respect of all matters arising out of this Agreement.

19. NOTICES: Any notice required or permitted to be given under this Agreement must be in writing and may be given by delivering, mailing or faxing the notice to the party to receive the same at the address or fax number indicated on “General Term Sheet” or such address or fax number as such party may notify the other of in writing. Such notice shall be deemed to have been given on the day of delivery if delivered, on the day when the notice was faxed or on the third business day following the date of mailing if mailed.

20. ASSIGNMENT: This Agreement and all rights, remedies and benefits of Lessor hereunder may be assigned by Lessor without the consent of the Lessee and the Lessee hereby accepts such assignments and waives signification of the act of assignment and the delivery of a copy of any assignment document. Lessor shall provide notice to the Lessee of such assignment. The Lessee is not entitled to assign its rights or obligations hereunder.

21. MISCELLANEOUS: The Lessee agrees to do all things and execute or obtain all documents as may be required by Lessor in order to give effect to or better evidence this Agreement including Lessor’s interests, any acknowledgments required by any assignee and any waivers or subordinations from the Lessee’s landlords or creditors. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their legal representatives, permitted successors and assigns. The representations, warranties, obligations and indemnities of Lessee under this Agreement shall survive the termination of this Agreement to the extent required for their full observance and performance. In the event this Agreement is deemed to be intended as security, Lessor shall have, to secure all payments and all other obligations of Lessee to Lessor under this Agreement, a security interest in the Equipment together with all accessions, attachments, replacements, substitutions, modifications and additions thereto, now or hereafter acquired, and all proceeds thereof (including insurance proceeds). If Lessee fails to meet any of its obligations under this Agreement, Lessor may at its option satisfy such obligation and Lessee shall reimburse Lessor on demand therefor. If legal or other action is required to enforce Lessor’s rights under this Agreement, Lessee agrees to reimburse Lessor on demand for its reasonable attorneys’ fees and its other related costs and expenses. The captions in this Agreement are for convenience only and shall not define or limit any of the terms hereof. This Agreement may be executed in one or more counterparts, each of which when so executed shall be deemed an original, but all of which taken together shall constitute the same document. Upon acceptance of this Agreement by each party, the provisions of this Agreement shall become binding on the parties.

22. Lessee Responsibilities
Lessees shall be responsible to: (a) provide Lessor with a minimum of 30 days’ notice prior for any change in rental scope either for rental extension or change in rental scope, (b) outline operational requests for ancillary services with time consideration (min 30 day notice) for delivery and/or scheduling; (c) conduct daily visual inspection of all equipment and perform regular maintenance every 500 hours of use specifically focusing on i) filters, ii) oil levels, iii) fuel levels for automated equipment and iv) esthetic, v) structural and soil stability for storage units. (d) bear the expense of equipment transportation associated with the delivery from Lessor location and on the final return to the Lessor’s closest chosen field office or mutually acceptable location; (e) operational efforts related to the equipment shall be performed solely by Lessee or jointly with Lessor approved sub-contractors/ representatives; (f) immediately cease operations and notify Lessor of any damage or concerns with Lessor equipment. (damage to equipment will be billed out at replacement or repair cost plus, shipping and rental rate; and (g) Lessee to be responsible for onsite activity and technicians to manage, operate, connect, disconnect and for manage permit approvals for any and all work related to Lessor equipment. Repair or replacement of tires and tubes is the responsibility of the Customer and is not included in the rental rate.

23. Lessor Responsibilities: Lessor its representatives or approved subcontractors agreed upon in writing shall, at the Lessees expense be responsible for: (a) the maintenance, upkeep, care, servicing, and repair (including necessary re-placements of parts) of the Equipment during the term of the Rental. Lessor shall charge the Lessee, and Lessee agrees to pay any subsequent fees related to equipment damage or repairs resulting from the operational misuse or operational overuse of such Equipment. (b) The Lessor shall provide upon reasonable timeline and request from the Lessee required or requested ancillary services and equipment. (c) The Lessor shall monitor, maintain, and have the right and responsibility to replace any Equipment with similar/equivalent at any time with notice. The Lessee and Lessor collectively shall ensure that the Equipment remain in good repair, condition and working order during the term of this Agreement. The Lessee shall not without the prior written consent from Lessor make any alterations, additions, or improvements to the Equipment. All approved alterations, additions and improvements shall be at the Lessee’s expense and shall belong to and become property of the Lessor upon the conclusion of this Agreement.