Equipment Rental Agreement

1. Definitions and Interpretation

1.1 The following definitions and rules of interpretation apply in this Agreement:

1.2 The Assessment Policy and the Invoice(s) form part of this Agreement and shall have effect as if set out in full in the body of this Agreement, and any reference to this Agreement includes the Assessment Policy and the Invoice(s).

2. Equipment Hire and Rental Period

2.1 The First Party shall lend the Equipment to the Second Party for the Rental Period as specified in the Invoice subject to the terms and conditions of this Agreement.

2.2 The entering into this Agreement and the subsequent receipt of any order for hiring Equipment shall create no obligation for the First Party to lease the Equipment to the Second Party. The decision to lease Equipment (including the type, quantity, and period of hire) shall be subject to availability and any other considerations, as determined by the First Party in its sole discretion.

2.3 Upon the First Party's acceptance of an order for hiring Equipment by the Second Party, the Parties shall execute the Invoice, which shall be regarded as a legally binding instrument and shall form part of this Agreement.

2.4 The Rental Period starts at 5 A.M. on the Pick Up Date and shall end at 5 A.M. on the Drop Off Date. Drop Off by the Second Party shall be made no later than 5 A.M. on the Drop Off Date. The Second Party acknowledges and understands that Drop Off after 5 A.M. on the Drop Off Date shall result in automatically extending the Rental Period and shall be subject to an additional day(s) rental charge, which the First Party shall have the right to deduct from the Deposit and/or collect directly from the Second Party, and the Second Party's right to object thereto is irrevocably waived.

2.5 In certain circumstances, and subject to the First Party's sole and absolute discretion, the First Party may agree to Pick Up and/or Drop Off by the Second Party on different dates (e.g., early Pick Up and/or late Drop Off).

3. Rental Payment and Deposit

3.1 The Second Party shall pay the Rental Payment and shall hand over the Deposit to the First Party as specified in the Invoice.

3.2 The Rental Payment is exclusive of VAT and any other applicable taxes, duties, or similar charges, which shall be payable by the Second Party at the rate and in the manner from time to time prescribed by law.

3.3 All amounts due under this Agreement shall be paid in full without any set-off, counterclaim, deduction, or withholding (other than any deduction or withholding of tax as required by law).

3.4 The Deposit is a deposit against default by the Second Party in returning the Equipment on the date specified in the Invoice or any loss of or damage caused to the Equipment. If the Second Party fails to return the Equipment on the date specified in the Invoice, or causes any loss or damage to the Equipment (in whole or in part), the First Party shall be entitled to apply the Deposit against such failure, loss, or damage.

3.5 Assessment of damage to the Equipment and calculation of charges for repairing such damage (including replacement of any parts or components) is subject to the Assessment Policy. The Second Party irrevocably undertakes to abide by the Assessment Policy and any decisions issued by the First Party on the sums to be paid by the Second Party for any damage caused to the Equipment. The First Party shall have the right to deduct such sums from the Deposit or to demand immediate payment of such sums by the Second Party, and the Second Party irrevocably undertakes to pay such sums to the First Party immediately on demand.

4. Pick Up, Title and Risk

4.1 Pick Up shall be made by the Second Party at the Site or any other location specified by the First Party on the Pick Up Date. The Second Party acknowledges and understands that the Rental Period shall commence at 5 A.M. on the Pick Up Date regardless of whether the Second Party makes Pick Up at that time and/or that day.

4.2 Where applicable, the Second Party shall procure that a duly authorized representative of the Second Party shall be present at the Pick Up. The Second Party warrants that it, and any authorized representative on its behalf, are qualified technicians who are able to move, operate, store, and install the Equipment in accordance with the Equipment manufacturer's instructions. Pick Up by the Second Party or such representative shall constitute conclusive evidence that the Second Party has examined the Equipment and has found it to be in good condition, complete, and free of any apparent or latent defects. The Second Party (including the Second Party's representative) shall sign a receipt confirming such acceptance, and leaving the Site with the Equipment shall constitute implicit acceptance.

4.3 The Equipment shall at all times remain the property of the First Party, and the Second Party shall have no right, title, or interest in or to the Equipment (save the right to possession and use of the Equipment during the Rental Period subject to the terms and conditions of this Agreement).

4.4 The risk of loss, theft, damage, or destruction of the Equipment (including Total Loss) shall pass to the Second Party on Pick Up. The Equipment shall remain at the sole risk of the Second Party during which the Equipment is in the possession, custody, or control of the Second Party (the "Risk Period") until such time as the Equipment is Dropped Off to the First Party at the Site or any other location specified by the First Party.

5. The Second Party's Responsibilities

5.1 During the Rental Period (including any period in which the Equipment is in the Second Party's possession), the Second Party shall:

(a) Ensure that the Equipment is kept and operated in a suitable environment, used only for the purposes for which it is designed, and operated in a proper manner by trained, competent staff in accordance with any operating instructions issued by the Equipment's manufacturer and/or by the First Party, and take such steps as may be necessary to ensure that the Equipment is safe and without risk to health for any person working on it.

(b) Maintain at its own expense the Equipment in good and substantial repair, including replacement of worn, damaged, or lost parts and making good any damage; provided that no repair, replacement, alteration, or removal of any component (including any stickers placed by the First Party) shall be made without the First Party's prior written consent. Title in all substitutions, replacements, and renewals made in or to the Equipment shall vest in the First Party immediately on installation.

(c) Keep the First Party fully informed of all material matters relating to the Equipment, and immediately notify the First Party of any malfunction, damage, or loss of any Equipment, whether actual or alleged.

(d) Ensure that all persons moving, storing, handling, installing, and operating the Equipment are suitably qualified and adequately trained, permit the First Party or its duly authorized representative to inspect the Equipment at all reasonable times (including by entering any premises at which the Equipment may be located), and maintain operating and maintenance records of the Equipment, making copies of such records readily available to the First Party together with such additional information as the First Party may reasonably require.

(e) Hold the Equipment as bailee, and not, without the prior written consent of the First Party, part with possession of, sell or offer for sale, lease, sublease, lend, or grant any mortgage, charge, lien, or other security interest in respect of the Equipment, nor do or permit to be done any act or thing which will or may jeopardize the right, title, or interest of the First Party in the Equipment.

(f) Not, without the prior written consent of the First Party, attach the Equipment to any land or building so as to cause it to become a permanent or immovable fixture. If the Equipment does become affixed to any land or building, it must be capable of being removed without material injury, and the Second Party shall repair and make good any damage caused by the affixation or removal and indemnify the First Party against all losses, costs, and expenses incurred. At the First Party's request, the Second Party shall take all necessary steps to recover the Equipment, including procuring a written waiver in favor of the First Party from any person having an interest in such land or building, granting the First Party a right of entry and recovery.

(g) Not suffer or permit the Equipment to be confiscated, seized, or taken out of its possession or control under any distress, execution, or other legal process. If the Equipment is so confiscated, seized, or taken, the Second Party shall notify the First Party immediately and shall at its sole expense use its best endeavors to procure an immediate release of the Equipment, and shall fully indemnify the First Party on demand against all losses, costs, charges, damages, and expenses incurred as a result.

(h) Not use the Equipment for any unlawful purpose; clear any and all images, content, and data relating to the Second Party prior to Drop Off (and authorize the First Party to clear the Equipment of any such images, content, or data immediately upon return, the Second Party being solely responsible for safeguarding and storing its data prior to Drop Off); ensure that at all times the Equipment remains identifiable as being the First Party's property; and Drop Off the Equipment at the end of the Rental Period to the Site, or at such address as the First Party requires, or, if deemed necessary by the First Party, allow the First Party or its representatives access to any premises where the Equipment is located for the purpose of removing or retrieving the Equipment.

5.2 The Second Party acknowledges that the First Party shall not be responsible for any loss of or damage to the Equipment arising out of or in connection with any negligence, misuse, or mishandling of the Equipment or otherwise caused by the Second Party or its officers, employees, agents, and contractors, and the Second Party shall fully indemnify the First Party against all liabilities, costs, expenses, damages, and losses (including any direct, indirect, or consequential losses, loss of profit, loss of reputation, and all interest, penalties, and legal costs (calculated on a full indemnity basis), and all other professional costs and expenses) suffered or incurred by the First Party arising out of or in connection with any failure by the Second Party to comply with its obligations under this clause 5.

6. No Warranty and Limitation of Liability

6.1 The Second Party acknowledges and understands that it has selected the Equipment without relying upon any advice, suggestions, or recommendations by the First Party, and the Second Party agrees that the Equipment was selected solely by it. The Equipment is rented to the Second Party without any warranty or guarantee of any kind, express or implied, and specifically without any warranty of merchantability or fitness for a particular purpose, and the First Party shall not be held responsible with respect to production downtime, loss of profits, extra expense, or direct or indirect damages and/or production delays.

6.2 In no event shall the First Party be responsible for any indirect, special, consequential, or incidental damages or losses including, but not limited to, lost profits, lost business revenue, lost opportunity, loss of sales or business, loss of agreements or contracts revenue, loss of anticipated savings, loss of use or corruption of software, data, or information, loss of or damage to goodwill, or any other economic loss, or third-party damages, whether direct or indirect. The First Party's total liability, however arising and of whatever nature, shall not in any case exceed the amounts paid by the Second Party to the First Party under the relevant Invoice giving rise to such liability.

6.3 These limitations on the First Party's liability shall survive the termination of this Agreement irrespective of the manner or method in which it is terminated.

7. Agreement Term and Termination

7.1 The term of this Agreement shall commence on the Effective Date and shall remain in effect indefinitely (the "Agreement Term").

7.2 Termination for Breach. The First Party may terminate this Agreement and/or any Invoice forthwith by means of a fifteen (15) day prior notice in writing to the Second Party in the event that the Second Party breaches any of the terms specified in the relevant Invoice and/or this Agreement (irrespective of the size, nature, or materiality of such breach), and the Second Party fails to rectify the said breach within the notice period.

7.3 Total Loss of the Equipment. The First Party shall have the right to immediately terminate this Agreement and/or the relevant Invoice in the event of Total Loss, and the Second Party undertakes to fully indemnify the First Party from and against any and all direct and indirect damages, costs, claims, and losses incurred as a result of the Total Loss.

7.4 Effect of Termination. Save as otherwise expressly stated in this Agreement, termination of this Agreement shall not result in the automatic termination of any effective Invoice(s), unless such Invoice(s) is terminated by the First Party in accordance with this Agreement. The Second Party's obligations under this Agreement shall remain applicable following termination of this Agreement insofar as such obligations shall expressly survive termination and/or relate to the Equipment, insofar as any Invoice(s) remain valid following termination for any reason. The Second Party shall immediately return the Equipment to the First Party upon termination of the relevant Invoice and undertakes to pay any late return charges (and/or irrevocably permits the First Party to deduct such late return charges from the Deposit).

8. Relationship of the Parties — Independent Contractors

8.1 Nothing in this Agreement shall be construed to create an employer-employee relationship between the First Party and the Second Party, or any of the Second Party's shareholders, directors, agents, contractors, sub-contractors, or employees (collectively the "Second Party's Representatives"). The Second Party and all the Second Party's Representatives are independent contractors and not employees nor agents/representatives of the First Party, its mother company, or any of the First Party's group companies, subsidiaries, or affiliates. The Second Party will not, and shall ensure that the Second Party's Representatives do not, represent themselves to be or hold themselves out as employees, agents, or representatives of the First Party. For the avoidance of doubt, nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture, or employment relationship between the Parties, including the Second Party's Representatives.

8.2 The Second Party and all the Second Party's Representatives have no authority to bind or obligate the First Party by contract or otherwise without the First Party's prior written authorization. The Second Party shall not, and shall ensure that all the Second Party's Representatives do not, make any representations or warranties to anyone with respect to the First Party without the First Party's prior written authorization.

9. Entire Agreement and Amendment

9.1 This Agreement sets forth the entire understanding of the Parties hereto with respect to the subject matter hereof and supersedes all prior agreements, written or oral, between them as to such subject matter.

9.2 No provision of this Agreement, or any Invoices, may be modified, altered, or amended except by an instrument in writing executed and signed by the Parties hereto.

10. Compliance with Law, Governing Law and Dispute Resolution

10.1 In the event that any term or provision of this Agreement should be determined to be inconsistent with the requirements of the applicable law, as in effect from time to time, that term or provision shall be deemed modified or deleted from this Agreement, if and solely to the extent necessary to comply with such applicable law.

10.2 This Agreement (including any and all Invoices executed pursuant to it) and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the laws of Palestine; conflict of law provisions are hereby expressly excluded.

10.3 Any controversy, dispute, or claim arising out of, in connection with, or in relation to the interpretation, performance, or breach of this Agreement (including any and all Invoices executed pursuant to it) shall be referred to the courts of Ramallah, Palestine, which shall have the sole and exclusive jurisdiction over claims arising out of or in connection with this Agreement. This clause shall survive termination of this Agreement.

11. Miscellaneous

11.1 Assignment. Neither Party shall have the right to assign or transfer any or all of its rights and/or obligations under this Agreement without the written consent of the other Party.

11.2 No Waiver. A waiver by the First Party of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by the First Party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise by the First Party of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

11.3 Non-solicitation. The Second Party shall refrain, during the Agreement Term and for a period of five (5) years thereafter, from hiring any person who is or was an employee or consultant under contract for the First Party, without the First Party's prior written consent.

11.4 Severability. If any part of this Agreement is held to be invalid or unenforceable, such determination shall not invalidate any other provision of this Agreement.

11.5 Survival. Except as otherwise specifically provided herein, termination of this Agreement and/or any Invoice(s) for any reason shall not release the Second Party from any liability that at the time of termination has already accrued to the First Party hereto or which thereafter may accrue in respect of any act or omission prior to such termination, nor shall any such termination affect in any way the survival of any right, duty, or obligation of the First Party hereto which is expressly stated elsewhere in any Invoice(s), this Agreement, or by necessary implication should operate to survive termination hereof.

11.6 Force Majeure. Either Party shall be relieved from the performance of its obligations under this Agreement for a period that is reasonable under the prevailing circumstances if the failure or delay thereof is caused by any unforeseeable events or circumstances beyond such Party's control, such as acts of God, riot, strike, war (including political instability which may result in war or other strife placing employees or those under either Party's control in potential danger), fire, explosion, natural disasters, embargo, requisition, or other reasons beyond its reasonable control and of which the Party was neither aware at the time of signature of this Agreement nor responsible for at the time of its occurrence and which the Party could not have reasonably foreseen and guarded against. The Party wishing to claim relief by reason of any such circumstance shall notify the other Party in writing without delay on the intervention and on the cessation thereof. For the avoidance of doubt, the existence of a force majeure event pursuant to this clause shall not affect the Second Party's payment obligations under any Invoice(s) and/or this Agreement.

11.7 Notices. Every notice or other communication provided for in this Agreement to be given by one Party to the other shall, unless otherwise agreed, be made in writing and may be made by letter, fax, email, or other electronic communication system agreed between the Parties. Any notice sent to the Second Party at the address registered with the First Party shall constitute proper and effective notification.

12. Signatures

This Agreement consists of twelve (12) articles, including this article. The signature of either Party on any page of this Agreement shall be deemed a signature on all pages, and neither Party shall have the right to challenge any page on the grounds that it was not signed.

The legally binding executed copy of this Agreement, including party identification, signatures, and the effective date, is the signed .docx provided at booking. The version on this page is reproduced for review only.