Diagnostic Equipment Leasing Agreement - Free Download | Page 3
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AMDx Equipment Lease - Page 3
13.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard for
conflicts of law principles. All questions with respect to the construction of this Agreement, and the rights and liabilities of the parties hereto, shall
be governed by the laws of the State of California without regard to this conflicts of laws provisions. The parties agree that jurisdiction and venue
for any action relating to this agreement will be in the county of Los Angeles, State of California. The parties expressly waive any claim to
jurisdiction in any federal forum.
13.6 Excluded liabilities: In no event will AMDx’s liability under this Agreement or in connection with any services or equipment provided by AMDx
regardless, of the form of action, include any indirect, incidental, special or consequential damages or claims for loss of business or profit, even if
AMDx has been advised of the possibility of such potential loss or damage. No responsibility is assumed by AMDx for any damages resulting from
any failure of the equipment or its operation, or the acts or omissions of personnel, including incidental, consequential or punitive damages.
13.7 Independent Counsel: Each party warrants and represents that the party has had sufficient time to obtain the advice of the party’s independent
attorney and either has done so or, knowing the substantial legal effect this Lease could have on the party’s legal and other rights and obligations,
waived the right to do so.
13.8 Assignment: Neither party shall assign this Agreement or any interest or obligation herein, by operation of law or otherwise, without consent of the
other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, AMDx may contract with others to perform services
on its behalf.
13.9 Severability: In the event any paragraph or provision of this Agreement is found to be void and unenforceable by a court of competent jurisdiction,
the remaining provisions of this Agreement shall nevertheless be binding upon the parties with the same effect as though the void or unenforceable
part had been severed and deleted.
13.10 Attorney Fees: Except as otherwise provided herein, if a dispute should arise between the parties, the prevailing party shall he reimbursed for all
reasonable expenses incurred in resolving such dispute, including attorneys fees and costs.
13.11 Jurisdiction and Venue. The parties hereto, hereby agree that jurisdiction and venue for any dispute shall be the County of Los Angeles, State of
13.12 Headings and lnterpretation: The section and other headings in this agreement are for convenience only and are not to be a substantive part of this
agreement. Neither this Agreement nor any uncertainty of ambiguity herein shall be construed or resolved against one party whether under any
rules of construction or otherwise. On the contrary, this agreement has been negotiated by and between both parties and shall be construed and
interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of all parties hereto.
13.13 Survival of Provisions. No party shall have any further obligation under this agreement alter its expiration or termination except for:
(i) obligations due and owing that arose prior to the date of expiration or termination and
(ii) obligations, promises or covenants contained herein which expressly or impliedly extend beyond the expiration or termination of this
13.14 Third Parties. This agreement is not intended and shall not be construed to create any rights for any third party.
13.15 Use of Terms. Where necessary to carry out the intentions of this Agreement, all words used herein in the singular shall extend to and include the
plural; all words used in plural shall extend to and include the singular and all words used in any gender shall extend to and include all genders.
13.16 Modification and Waiver: No modification or waiver of any provision of this Agreement shall be valid unless in a writing that refers to this agreement
and is duly excluded by AMDx and LESSEE. The failure of any party to enforce any of that party’s right against the other party for breech of any of
the terms of this agreement shall not be construed as a waiver of such rights as to any continued or subsequent breech.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date(s) given below.
ACCESS MEDICAL DIAGNOSTICS, INC.
If LESSEE is an individual
If LESSEE is a corporation, partnership or other entity: