PCM Initialization Kit LEASE AGREEMENT I. OWNER AND LESSOR INFORMATION Lessee identified in Section II below ( Lessee ) is entering into this Lease Agreement with Snap-on Equipment Solutions, a Division of IDSC Holdings LLC ( Snap-on or Lessor ). American Honda Motor Co., Inc., ( AHM or Owner ) is the owner of the Equipment defined in Section V below. AHM has leased the Equipment to Snap-on and Snap-on has agreed to lease the Equipment to Lessee upon these terms. OWNER CONTACT INFORMATION LESSOR CONTACT INFORMATION American Honda Motor Co., Inc. Snap-on Equipment Solutions Attn: Special Tools, ECU Lease Attn: Paul Langhenry Mail Stop: 500-2S-2C P.O. Box 1410 1919 Torrance Blvd. Kenosha, WI 53141-1410 Torrance, CA 90501-2746 AHM E-mail: J2534Test_ECU@ahm.honda.com Snap-On E-mail: paul.k.langhenry@snapon.com II. LESSEE INFORMATION Lessee Company Name Lessee Contact Name E-mail Street Address Phone City, State, Zip Credit Card: MasterCard Visa AmEx Credit Card Number Expiration Date Credit Card Security Code Name as it appears on Credit Card LESSEE, AS THE CREDIT CARD HOLDER, HEREBY AUTHORIZES SNAP- ON TO CHARGE AND/OR CREDIT THIS CREDIT CARD FOR THE PURPOSES OF THE TRANSACTIONS DISCRIBED IN THIS AGREEMENT. SNAP-ON MAY KEEP LESSEE S CREDIT CARD INFORMATION FOR THIS PURPOSE. Page 1 of 5
III. LEASE TERM. The initial term of this Agreement shall be ten (10) days. The Lease Period may be extended as provided in the Terms and Conditions below. IV. EQUIPMENT LEASE OVERVIEW One Laptop + One MVCI Kit Equip. replacement cost ( Security Deposit ) $ 5,850.00 TOTAL DUE AT TIME OF LEASE $ 5,850.00 V. EQUIPMENT Page 2 of 5
VI. TERMS & CONDITIONS initializing ECUs. This PCM Initialization Lease Agreement E. RETURN OF EQUIPMENT. Lessee ( Agreement ) and the responsibilities outlined hereunder are not transferable without the written approval of Snap-on. By executing this Agreement, Lessee agrees to comply with all terms herein. shall be responsible for the safe packaging, using the original shipping cases, any proper import and export, shipping, transit insurance and receiving of the Equipment. Original shipping cases must be A. LEASE TERM used for return shipping and returned in good 1. The initial lease period is for ten (10) days condition. The Equipment shall be returned by last ( Lease Period ). The Lease Period will commence day of the Lease Period, or any extended term. In two (2) days after the Ship Date. the event Snap-on or AHM has to make 2. The Lease Period may be extended upon arrangements for the return of the Equipment, written request to J2534Test_ECU@ahm.honda.com. Any extension shall be granted or denied in AHM s sole discretion upon these terms. Lessee shall be responsible for all costs incurred by Snap-on or AHM, including labor costs, to obtain the return of the Equipment. 3. The leased equipment, as described in F. SOFTWARE USAGE Section V above ( Equipment ), will be shipped out 1. By installing or using the American Honda from an AHM facility via insured overnight delivery ( Ship Date ). Software, Lessee agrees to be bound by the terms of this Agreement, as well as any other license B. FEES agreement between AHM and Lessee that is 1. The original delivery, delivery insurance associated with the Software. If Lessee does not and custom fees will be covered by AHM. Lessee shall be responsible for return shipping and transit insurance. agree to the terms of this Agreement, Lessee should not install or use the Software, and Lessee shall promptly contact AHM and return the unused 2. Any tax, fee, interest or charge of any Software. nature whatsoever imposed by any governmental 2. Upon the execution of this Agreement by authority, on or measured by this transaction shall be paid by Lessee in addition to the prices quoted or invoiced. If Lessee is exempt from any such tax or both parties, Lessee is hereby granted, during the Lease Period and any extension thereof and subject to the terms and conditions set forth herein, a nonexclusive, charge, Lessee shall provide Snap-on the applicable non-transferable, limited, non- exemption certificate. If Snap-on is required to pay any such tax, fee, interest or charge, Lessee shall sublicensable, revocable right to use the Software and related documentation furnished by AHM. reimburse Snap-on therefore and may be paid out of 3. Lessee and its consolidated subsidiaries the Security Deposit, in Snap-on s sole discretion. have the right to use the Software only with the 3. Lessee shall be responsible for all fees do specific system or systems for which it is authorized hereunder. To the extent the Security Deposit does (designated by serial number or other designation not cover the fees and other obligations of Lessee acceptable to AHM). Lessee's rights in the hereunder, Lessee shall pay Snap-on any Software and related documentation are user's rights outstanding balance upon demand and Snap-on shall have the right to charge the credit card provided by Lessee above thirty (30) days after Snap-on has provided Lessee an itemized statement of charges due. only, and all title and ownership rights in them remain with AHM (or AHM s licensors). Lessee acknowledges that the Software and related documentation contain trade secret and proprietary information of AHM, and agrees not to disclose it to C. SECURITY DEPOSIT any third parties, using the same degree of care as 1. Lessee shall pay to Snap-on the Security with its own materials of a similar nature. No Deposit amount for the Option chosen by Lessee in Section V above. No interest will be paid on the Security Deposit held by Snap-on. additional copies of the Software or related documentation will be made by Lessee. Lessee agrees to allow AHM to monitor compliance. 2. The Security Deposit, less allowable G. OBLIGATION deductions, will be credited back to Lessee s credit 1. All Equipment shall remain the exclusive card within ten (10) business days after the receipt of the Equipment by AHM. property of AHM. Lessee shall not tamper, modify nor reverse engineer any Equipment. 3. Allowable deductions are: (i) any fees paid on behalf of Lessee, including without limitation, the original delivery fee, insurance paid for delivery and any taxes due; and (ii) all repair cost to return the Equipment or shipping cases to leasable condition or replacement costs of the Equipment or shipping cases that is beyond repair, in the sole discretion of AHM. D. MVCI KIT. MVCI Kit is necessary for Page 3 of 5
2. Lessee is responsible for the full cost of repair or replacement of any or all Equipment that is damaged, lost, confiscated, or stolen from the time Lessee assumes custody until it is returned to AHM. If the Equipment is lost, stolen or damaged, Lessee must immediately notify the AHM contact. 3. Lessee is responsible for proper initialization of certain pre-2008 Honda/Acura ECMs/PCMs using the rental kit. 4. All problems and complaints that may occur from any third party are the sole responsibilities of Lessee. 5. Lessee shall provide technical support to Lessee s customers. Neither Snap-on nor AHM will provide any technical support to Lessee s customers. 6. AHM will assist Lessee in resolving specific problems with the Software.. 7. Neither Snap-on nor AHM will be responsible for any damaged ECMs/PCMs. H. USE, REMEDY AND DISCLAIMER 1. Lessee shall be responsible for the proper use of the Equipment. Lessee shall be responsible for training anyone using the Equipment on the proper use of the Equipment in accordance with any Equipment use procedures. Lessee accepts responsibility for operating the Equipment at its sole risk. 2. Snap-on transfers to Lessee, for the Lease Period and any extension thereof, any written warranties made by AHM with respect to the Equipment. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED; AND SNAP-ON EXPRESSLY DISCLAIMS AND EXCLUDES ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PURPOSE. AS TO SNAP-ON, LESSEE IS LEASING THE EQUIPMENT AS IS. 3. YOU ACKNOWLEDGE THAT SNAP- ON DOES NOT MANUFACTURE OR DESIGN THE EQUIPMENT AND THAT YOU HAVE SELECTED THE EQUIPMENT BASED ON YOUR OWN JUDGMENT AND YOU HEREBY AFFIRMATIVELY DISCLAIM RELIANCE ON ANY ORIAL REPRESENTATIONS CONCERNING THE PRODUCT MADE TO YOU BY SNAP-ON. Any description of Products, whether in writing or made orally by Snap-on or Snap-on's agents, specifications, samples, models, bulletins, drawings, diagrams, engineering sheets or similar materials used in connection with Lessee s order are for the sole purpose of identifying Equipment and shall not be construed as an express warranty. Any suggestions by Snap-on or Snap-on's agents regarding use, application or suitability of Equipment shall not be construed as an express warranty unless confirmed to be such in a separate signed written instrument from Snap-on. 4. Snap-on's liability with respect to Equipment and/or services sold hereunder shall be limited to the warranty provided in Paragraph 2 of this Section VI.H., and, with respect to other performance of this contract, shall be limited to the contract price. SNAP-ON SHALL NOT BE SUBJECT TO ANY OTHER OBLIGATIONS OR LIABILITIES, WHETHER ARISING OUT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHER THEORIES OF LAW, WHETHER STATUTORY, REGULATORY, COMMON LAW, OR OTHERWISE, WITH RESPECT TO PRODUCTS SOLD OR SERVICES RENDERED BY SNAP-ON, OR ANY UNDERTAKINGS, ACTS OR OMISSIONS RELATING THERETO. Without limiting the generality of the foregoing, Snap-on specifically disclaims (and Lessee agrees that Snap-on shall not have or be subject to) any liability for property or personal injury damages, penalties, special or punitive damages, damages for lost profits or revenues, loss of use of Equipment or any associated equipment, cost of capital, cost of substitute Equipment, facilities or services, down-time, shut-down or slow-down costs, or for any other types of economic loss, or for claims of Lessee s customers or any third party for any such damages. 5. SNAP-ON SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL OR CONTINGENT DAMAGES WHATSOEVER, EVEN IF ADVISE OF THE POSSIBLITY OF SUCH DAMAGES. 6. Lessee shall indemnify Snap-on against any and all losses, liabilities, damages and expenses (including, without limitation, attorneys' fees and other costs of defending any action) which Snap-on may incur as a result of any claim by Lessee or others arising out of or in connection with the Equipment and/or services sold hereunder. Notwithstanding the foregoing paragraph, Lessee shall not be required to indemnify Snap-on against third parties losses, liabilities, damages or expenses, if such is based on Equipment or service defects proven to have been caused solely by Snap-on's negligence or misconduct. I. MAINTENANCE AND REPAIR 1. All Equipment shall be returned as directed by Snap-on in as good a condition as when received by Lessee, except for reasonable wear and tear excepted. During the Lease Period (including any extended period) and prior to return of the Equipment, Lessee agrees to assume all responsibility for maintenance and repair. In order to confirm that the Equipment is in good working order upon return, at Snap-on s request, the Equipment shall be inspected by an approved service operation. The cost of inspection and any necessary parts, repairs or adjustments are solely the responsibility of Lessee and are in addition to the Page 4 of 5
costs stated herein. 2. All maintenance and repair of Equipment shall be performed as directed by AHM. Any unauthorized maintenance voids all original Equipment warranties. Lessee shall be liable for the cost of purchasing a new warranty for the Equipment if unauthorized maintenance is performed on the Equipment. J. COMPLIANCE WITH LAWS Lessee shall comply with all country, federal, state, county, and municipal laws, ordinances, and regulations, if any, applicable to the transportation and use of the Equipment. Lessee shall secure all local, state and country licenses or permits required to use the Equipment, pay all taxes and fees and comply with all import/export laws. It is Lessee s responsibility to ensure that the Equipment has cleared customs before departing the place or country of use. K. GOVERNING LAW THE PARTIES AGREE THAT THIS AGREEMENT WILL BE GOVERNED UNDER THE LAW FOR THE STATE OF DELAWARE, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. LESSEE ALSO CONSENTS TO THE VENUE AND EXCLUSIVE JURISDICTION OF THE STATE COURTS OF DELAWARE, IN THE CASE OF FEDERAL JURISDICTION, A UNITED STATES DISTRICT COURT IN THE STATE OF DELAWARE, AND LESSEE CONSENTS TO THE PERSONAL AND EXCLUSIVE JURISDICTION AND VENUE OF THESE COURTS. L. INDEMNIFICATION In further consideration for this Agreement, Lessee agrees to indemnify, defend and hold Snap-on harmless from any and all damages, losses, claims, causes of actions, expenses and liability of any nature whatsoever associated with its use of the Equipment. M. MISCELLANEOUS This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. For purposes hereof, a facsimile copy of this Agreement, including the signature pages hereto, shall be deemed to be an original. Terms and conditions contained in this Agreement make up the entire agreement between the parties regarding the lease of the Equipment and supersede all prior written or oral communications, understandings or agreements between the parties relating to the subject matter contained herein, and may not be amended except in writing signed by the parties. All notices shall be given in writing and sent either (a) by certified mail or recognized overnight delivery service, postage prepaid, addressed to the party receiving the notice at the address shown on the front of this Agreement, or (b) by e-mail, with oral confirmation, to the e-mail address shown on the front of this Agreement. Either party may change its address or e-mail address by giving written notice of such change to the other party. Notices shall be effective on the date sent. If either party delays or fails to enforce any of its rights under this Agreement such party shall still be able to enforce those rights at a later time. In the event any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, or if necessary removed, and the other provisions of this Agreement will remain in full force and effect. N. UPDATES This Agreement also governs any updates or enhancements to the Equipment furnished to Lessee during the Lease Period and any extension thereof. IN WITNESS WHEREOF, the parties have executed this Agreement as of the last date set forth below. SNAP-ON LESSEE SIGNATURE NAME (PRINT) TITLE DATE SIGNATURE NAME (PRINT) TITLE DATE Page 5 of 5