UBER LEASE AGREEMENT (Full text - Pt. 1)

F. Indemnification and Hold Harmless. Lessee agrees to defend, indemnify and hold Lessor (including its parent company, affiliates, subsidiaries, officers, directors and employees) harmless for any and all losses, damages, liability imposed by law or otherwise, claims, injuries and expenses (including attorneys’ fees, defense and other costs and disbursements) that arise from this Lease, or from the Lessee’s selection, delivery, use or possession of the Vehicle. Lessee’s agreement to indemnify Lessor and hold Lessor harmless will survive termination of this Lease and repossession of the Vehicle. As set forth in greater detail under Section 11, it is the intention of the parties to transfer all liability from Lessor to Lessee whether the liability is caused in whole or in part by Lessor, Lessee or both. Lessee’s obligation to defend, indemnify and hold harmless Lessor, shall in no manner be construed to limit or relieve Lessee’s obligation to provide the insurance coverage required herein.

G. Limit of Lessor’s Liability and Disclaimer of Consequential Damages. Lessor shall not be liable for any failure to perform any provision hereof resulting from fire or other casualty, riot, terrorist act, strike or other labor difficulty, governmental regulation or restriction of any cause beyond Lessor’s control. In no event shall Lessor be liable for any loss or profits or other consequential damages or any inconvenience resulting from any theft, damage to, loss of, defect in or failure of a leased Vehicle or the time consumed in recovering, repairing, adjusting, servicing or replacing the same, and there shall be no abatement or apportionment of amounts due hereunder during such time.

  1. RISK OF LOSS AND DESTRUCTION OF VEHICLE During the term of this Lease, Lessee assumes and bears the risk of loss for the subject Vehicle, regardless of cause. If the subject Vehicle is destroyed, damaged beyond repair, or is lost, stolen or converted and not recovered within thirty (30) days, Lessee shall have no further rights or claims in and to the subject Vehicle. In such event, Lessee assigns to Lessor all Lessee's rights under any policy of insurance and agrees that Lessor shall be entitled to the full amount of any and all insurance proceeds. Nothing contained herein shall be construed to relieve Lessee from any obligations otherwise set forth in this Lease.

  2. DEFAULT

The events shall constitute an “Event of Default”:

(a) Lessee shall default in the payment of any amount due under this Lease, or any amendment hereof, or other agreements or notes with Lessor or its affiliates, or in the making of any other payment hereunder when due; or

(b) Lessee shall breach any terms of Lessee’s agreement with Uber (“Uber Agreement”) or such Uber Agreement is no longer in effect;

(c) Lessee shall default in the performance of any other covenant in this Lease; or

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(d) Any representation or warranty made by Lessee, any guarantor of this Lease, or any agent, employee, or other representative of Lessee, or in any guarantee, document, financial statement, report, or certificate furnished to Lessor in connection herewith or pursuant hereto proves to be misleading at any time in any material respect; or

(e) Lessee shall fail to maintain the insurance required by Section 3A or Section 3B, above; or

(f) Lessor deems itself insecure as to the condition or use of the Vehicle or its ownership rights therein, including, without limitation, Lessee exceeding the Anticipated Annual Mileage Usage set forth in Section 1K; or

(g) Lessee becomes insolvent or makes an assignment for the benefit of creditors; or

(h) Lessee applies for or consents to the appointment of a receiver, trustee, or liquidator of Lessee, of all or a substantial part of the assets of Lessee, or if such receiver, trustee or liquidator is appointed without the application or consent of Lessee; or

(i) A petition is filed by or against Lessee under the Bankruptcy Code or any amendment thereto (including, without limitation, a petition for liquidation, reorganization, rearrangement, or extension) or under any other insolvency law or law providing for the relief of debtors; or

(j) Lessee is charged with or arrested for a felony offense.

(k) The vehicle is lost, stolen, or determined by Lessor to be unsuitable for use (“Total Loss”);

Upon the occurrence of any such Event of Default, to the extent permitted by applicable law, Lessor shall have the right to exercise any of the following remedies:

(1) If the Lessor declares the lease terminated, the Early Termination Liability under Section 8B;

(2) without notice, demand or legal process enter upon any premises where the Vehicle may be found and take possession of and remove the Vehicle, whereupon all rights of Lessee in the Vehicle shall terminate absolutely and Lessor may hold, use, lease, sell or otherwise dispose of any or all of the Vehicle in such manner as Lessor in its sole discretion may decide;

(3) recover the following:

(i) all past due amounts, fees, and assessments, plus

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(ii) any indemnity payment, if then determinable; plus

(iii) all reasonable costs and expenses incurred by Lessor in any repossession, recovery, storage, repair, sale, release or other disposition of the Vehicle, including, but not limited, costs of transportation, repossession, and storage; plus

(iv) interest on each of the foregoing at the rate of one and one-half percent (1.5%) per month (“default interest”);

(4) recover for any and all loss or damage which Lessor sustains (including, but not limited to all reasonable attorneys’ fees and costs incurred by Lessor) by reason of Lessee’s failure or refusal to execute and/or initial and deliver any Replacement Documents to the Lessor more than 10 (ten) days after a request by Lessor to do so; or

(5) exercise any other right which may be available to it under Article 2A of the Uniform Commercial Code or other applicable law or proceed by appropriate court action to enforce the terms hereof or to recover damages for the breach hereof or to rescind this Lease.

Lessee shall be liable for all reasonable expenses incurred in the enforcement of these provisions, including but not limited to, reasonable attorneys’ fees, collection fees, costs, disbursements and expenses, repossession fees and expenses, and accumulated late payment charges. The remedies of Lessor hereunder are cumulative and may, to the extent permitted by law, be exercised concurrently or separately and the exercise of one remedy shall not be deemed to be an election of such remedy or to preclude the exercise of any other remedy. No failure on the part of Lessor to exercise, and no delay in exercising any right or remedy herein, shall operate as a waiver thereof, nor shall any single or partial exercise by Lessor of any right or remedy hereunder preclude any other or further exercise thereof, or the exercise of any other right or remedy.

Failure to pay Lessor payments when due under the terms and conditions contained herein shall constitute an immediate Event of Default prohibiting Lessee's further use of the Vehicle. After such default and upon demand by Lessor, Lessee shall return the Vehicle to Lessor within 24 hours of said demand. Local authorities may be notified of any unauthorized use.

Should Lessee’s failure to make any payment continue beyond ten (10) days following the payment due date, Lessor may at its option charge Lessee a late fee equal to six percent (6.0%) of the overdue payment or payments. If upon default and demand made, Lessee shall refuse to return the subject Vehicle, Lessor may, at its option, repossess said Vehicle or resort to legal process to recover possession thereof whether the same be denominated claim and delivery, or replevin or other procedures. Should Lessor commence legal process to recover possession, Lessee agrees to pay and Lessor shall be entitled to recover from Lessee all costs, expenses, disbursements and attorneys' fees incurred as a result of said action or proceeding. Lessor's right to recover these costs, expenses and attorneys' fees are in addition to any expenses Lessee shall be responsible for in the event that Lessor incurs costs and expenses in the repossession of said Vehicle without resort to legal process.

In the event that any payment tendered to Lessor in the form of a personal or company check, is

MVLUBER Page 10 of 21 rev 3/4/14 v.7.25.14 returned from Lessee's bank uncollected, a $25 service charge will be assessed to Lessee, or against Lessee's account, and shall become immediately due and payable, and failure to pay the same shall constitute a default hereunder entitling Lessor to exercise all remedies as set forth in this Article.

AS AN INDUCEMENT TO LESSOR TO LEASE THE VEHICLE DESIGNATED HEREIN, LESSEE HEREBY AGREES UPON DEFAULT, TO ALLOW LESSOR, ITS ASSIGNS OR DESIGNATED AGENTS TO ENTER UPON LESSEE'S PREMISES AND REPOSSESS THE VEHICLE FROM SAID PREMISES OR FROM WHEREVER LOCATED, AND LESSEE EXPRESSLY WAIVES ANY RIGHT TO A PRIOR HEARING TO WHICH IT MIGHT OTHERWISE BE ENTITLED. LESSEE AGREES UPON DEFAULT TO QUIETLY AND PEACEABLY SURRENDER POSSESSION OF THE VEHICLE TO LESSOR.

/r/uberdrivers Thread