1
Ref: 635-97
Client: Horizon
Date: 27th March 97
EXHIBIT 10.49
LEASE AGREEMENT
This AGREEMENT is made this 27th day of March 1997 between DigiCOURSE
INC., a corporation organized and existing under the laws of the State of
Louisiana, United States of America, with its principal place of business at
0000 Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxx, X.X.X. (hereinafter "DigiCOURSE") and
Horizon Exploration Limited ("LESSEE") with its principal place of business at
0 Xxxxxxxx Xxxx, Xxxxxxxxx, Xxxx XX00 0XX.
IN CONSIDERATION OF the mutual covenants and undertakings herein, the
parties agree as follows:
1. LEASE EQUIPMENT
1.1 DigiCOURSE hereby leases to LESSEE the following equipment
(hereinafter "Equipment"), under the terms and conditions set
forth below:
=========================================================================================================
QTY DESCRIPTION PART NO. UNIT PRICE DAILY TOTAL
LEASE DAILY LEASE
---------------------------------------------------------------------------------------------------------
6 Streamer Mount CMX 9000-4012/22 $8,825.00 $28.00 $168.00
---------------------------------------------------------------------------------------------------------
3 CTX Electronics FSK 9000-4022/11 $4,595.00 $14.00 $42.00
---------------------------------------------------------------------------------------------------------
TOTAL DAILY LEASE $210.00
=========================================================================================================
2. LEASE PAYMENTS
2.1 LESSEE shall pay to DigiCOURSE for lease of the Equipment the
sum of $210.00 per day for a minimum of 60 days. Lease
payments shall be made monthly and shall be due and payable
within thirty days (30) of receipt of LESSEE of LESSOR's
statement. Lease shall begin to accrue upon delivery of
Equipment of LESSEE at DigiCOURSE's facility in Harahan,
Louisiana.
2.2 Freight or shipping charges incurred in delivery and/or
redelivery of Equipment, at cost plus 12% handling charge,
shall be paid by LESSEE.
2.3 Payments made pursuant hereto shall be calculated and made
based upon United States dollars. Sales computed in other
currencies shall be converted into United States dollars at
the exchange rate for bank transfers from such currency to
United States dollars as quoted by the head office of
Citybank, N.A. on the date said payments become due.
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Ref: 635-97
Client: Horizon
Date: 27th March 97
3. TERM AND TERMINATION:
3.1 If LESSEE is in default on any payments due to DigiCOURSE for
a period of thirty (30) days after written notice thereof; or
defaults in performing any other term or condition of this
Agreement and remains in default for a period of thirty (30)
days after notice, or is adjudicated a bankrupt, or goes into
liquidation or receivership, or if a majority of LESSEE's
equitable ownership is transferred, DigiCOURSE shall have the
right to terminate this Agreement upon written notice to
LESSEE.
3.3 Termination of this Agreement for any reason shall not, unless
otherwise provided, affect (a) obligations accruing prior to
the effective date of termination, or (b) any obligations
which, from the context hereof, are intended to survive
termination.
4. PERFORMANCE BY DigiCOURSE
4.1 DigiCOURSE shall deliver the Equipment leased to LESSEE in
good condition, and free from any repairs or defects.
4.2 DigiCOURSE shall cause LESSEE to be in peaceable possession
and enjoyment of the Equipment during the continuance of the
lease.
4.3 DigiCOURSE shall use its best faith efforts to make available
to LESSEE, on as timely a basis as possible, parts required to
effect necessary repairs on the leased Equipment during the
term of the lease.
4.4 DigiCOURSE agrees to preserve in strict confidence and not
disclose to third parties any information of a proprietary
nature received from LESSEE and designated as confidential.
5. PERFORMANCE BY LESSEE.
5.1 LESSEE shall make itself familiar with, and shall at all times
abide by, all literature or communications supplied by
DigiCOURSE and pertaining to the assembly, installation, use,
and/or safety aspects of the leased Equipment.
5.2 Upon termination of this Agreement for any reason, LESSEE
Shall discontinue use of the Equipment and return same to
DigiCOURSE at DigiCOURSE's facility in Harahan, Louisiana, in
good condition and running order, ordinary wear and tear
excepted.
5.3 Title to the Equipment shall at all times remain in
DigiCOURSE, and LESSEE has no right to, and agrees not to
attempt to, encumber or alienate same.
5.4 LESSEE agrees to prepare and submit to DigiCOURSE, prior to
the last day of every month during the term of this Lease, A
complete written list of all leases Equipment (including
serial numbers) In LESSEE's possession.
5.5 LESSEE agrees to preserve in strict confidence and not
disclose to third parties any information of a proprietary
nature received from DigiCOURSE and designated as
confidential.
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Ref: 635-97
Client: Horizon
Date: 27th March 97
6. LOSS/DAMAGE/REPAIR OF EQUIPMENT
6.1 DigiCOURSE agrees to preform all normal and necessary repairs
arising out of the ordinary and intended use of the equipment.
DigiCOURSE also agrees to assume the warranty set forth in
section 8 below, with respect to any inherent defects of the
Equipment.
6.2 LESSEE shall at its own expense make any repairs as may be
required due to its negligent use or misuse of the Equipment,
and shall permit DigiCOURSE to inspect the Equipment at
reasonable times to ascertain the condition and operation
thereof.
6.3 Only parts supplied by DigiCOURSE shall be used to repair the
Equipment. If LESSEE is responsible for such repairs,
DigiCOURSE will provide the necessary parts for LESSEE's
account at DigiCOURSE's list price. In the event that
DigiCOURSE is unable to provide LESSEE with repair parts
within a reasonable time, DigiCOURSE shall use its best faith
efforts to locate the necessary parts elsewhere and shall
either secure such parts itself or authorize LESSEE to do so.
7. INDEMNITY BY DIGICOURSE
7.1 DigiCOURSE shall indemnify and hold LESSEE harmless from any
and all costs or damages resulting from any patent
infringement suit brought against LESSEE as a result of
LESSEE's use of the Equipment.
7.2 LESSEE agrees to notify DigiCOURSE promptly of any charge of
infringement made, or any such action commenced in reference
thereto, and to forward to DigiCOURSE copies of all
correspondence received by LESSEE, or papers served upon
LESSEE, in connection with such charge of infringement.
LESSEE agrees that DigiCOURSE shall have the option of
defending any such action with counsel of DigiCOURSE's own
choosing or of paying for LESSEE's counsel, and LESSEE further
agrees to cooperate with DigiCOURSE in defending any such
action.
8. WARRANTY
8.1 DigiCOURSE warrants to LESSEE that the Equipment leased
hereunder is free from defects in workmanship or materials for
one year from date of lease.
8.2 In the event of a defect, malfunction or other failure of the
Equipment not caused by misuse or damage to the Equipment
while in the possession of LESSEE, DigiCOURSE will repair or
replace said Equipment or DigiCOURSE's sole option.
8.3 This warranty is in lieu of all other warranties, express or
implied, including any implied warranty of merchantability or
fitness for a particular purpose. Under no circumstances
shall DigiCOURSE be liable to LESSEE or any other person for
any special damages, including incidental or consequential
damages, whether arising out of breach of warranty, breach of
contract or otherwise.
9. PURCHASE OPTION
9.1 DigiCOURSE grants LESSEE the option to purchase the Equipment
as of the last day of
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Ref: 635-97
Client: Horizon
Date: 27th March 97
any calendar month during the term of this lease. Up to 100%
of the listed sales price of the Equipment will be discounted
by eighty-five percent (85%) of the total lease rental payments
paid by LESSEE as of that date.
10. ASSIGNABILITY AND AMENDMENT
10.1 If LESSEE attempts to assign this Agreement or subject to the
Equipment to anyone other than LESSEE's affiliate company
without DigiCOURSE's written consent, DigiCOURSE may terminate
this Agreement and retake possession of the Equipment.
10.2 This Agreement may be amended only by written instrument
signed by authorized representative of both parties and
contains the entire understanding between the parties.
11. CONSTRUCTION AND APPLICABLE LAW
This Agreement shall be construed and governed in accordance with the
laws of the State of Louisiana, U.S.A.
12. NOTICES
12.1 Notices and payments shall be addressed:
DigiCOURSE, INC.
0000 Xxxxx Xxxxxx
Xxxxxxx, XX 00000
Horizon Exploration Limited
0 Xxxxxxxx Xxxx,
Xxxxxxxxx,
Xxxx
XX00 0XX
IN WITNESS WHEREOF, this Agreement has been executed by authorized
representatives of each party of the day and year first above written.
DigiCOURSE, Inc.
By /s/ [illegible signature]
Date: 2nd April 97
Horizon Exploration Limited:
By: /s/ Xxxxxx Xxxxxx
Date: 10/4/97
