Download as docx, pdf, or txt
Download as docx, pdf, or txt
You are on page 1of 5

LEASE AGREEMENT

This Lease Agreement (“Agreement”) is made and entered into on xx(date) xxx(month) 2020 by and between

Owner:
MERCK SHARP & DOHME (ASIA) LIMITED, a company organized and existing under the laws of
Hong Kong, with an address of 27/F., Lee Garden Two, 28 Yun Ping Road, Causeway Bay, Hong Kong
(hereinafter referred to as “Owner”), which includes its Affiliate in the Territory (as defined below);

And

Leasee:
Department of Pathology,
10/F, Block M, Queen Elizabeth Hospital
30 Gascoigne Rd, Yau Ma Tei, Hong Kong
(hereinafter referred to as “Leasee”).

In consideration of the mutual covenants contained herein, and with the intention of being legally bound, the Owner
and the Leasee hereby agree as follows:

Terms and Conditions

1. Lease of the Equipment

1.1. The Owner shall lend the Leasee for use by the Leasee the Immunohistochemistry Stainer, Dako
Omnis (“Equipment”) set forth in Appendix 1 which is attached hereto and form an integral
part of this Agreement

1.2. The Owner makes no representation or warranty that the Equipment when delivered and loaned
to the Leasee would be and/or would continue to be in good working condition and/or fit for any
purpose whatsoever.

1.3. The Leasee should not charge any screening fee to the patients. (suggested to be deleted as not
applicable here)

1.4. For avoidance of misunderstanding, the parties hereby acknowledge and agree that neither shall
have to pay the other party any fees under this Agreement.

2. Ownership of the Equipment

2.1. The Equipment shall remain the property of the Owner and the Leasee shall have no right or
interest therein otherwise than as a Leasee thereof. The Owner may and the Leasee shall if so,
required by the Owner affix on the Equipment in such form and manner as the Owner shall think
fit labels marks or other indicia representing the Equipment as owned by the Owner.

2.2. The Leasee shall not sell, assign, sub-let pledge mortgage charge encumber or part with
possession of or otherwise deal with the Equipment or any interest therein nor create nor allow
to be created any lien on the Equipment whether for repairs or otherwise and in the event of any
breach of this Condition the Owner shall be entitled (but shall not be bound) to pay to any third
party such sum as is necessary to procure the release of the Equipment from any charge
encumbrance or lien and shall be entitled to recover such sum from the Leasee forthwith.
3. Custody, Use and Maintenance of Equipment

3.1. The Leasee shall at all times keep the Equipment at the above stated Premises and shall not
remove the Equipment from the Premises without the prior written consent of the Owner.

3.2. The Leasee shall not without the prior written consent of the Owner make any alterations
additions or improvements to the Equipment or any changes of the working order or function
thereof. All additions replacements or improvements made to the Equipment (with or without
the consent of the Owner) shall be deemed to form parts of the Equipment and be the property of
the Owner. Neither the Equipment nor any part of it is supplied to the Leasee for private use.

3.3. The Leasee shall maintain and keep the Equipment in good and serviceable repair and condition
(fair wear and tear only excepted) and shall conduct regular and extraordinary inspections
thereof and shall at its own expense replace all missing damaged defective or broken parts of the
Equipment with parts supplied by or recommended by the manufacturers of the Equipment or,
subject to the prior written consent of the Owner, with parts of equal quality and value.

4. Risks in Relation to Equipment

4.1. The Leasee shall assume all responsibility liability and risks for the Equipment and the custody
and use thereof.

4.2. The Leasee shall be responsible for, and shall indemnify the Owner against, all injuries to or
death of any person howsoever caused by or arising from the Equipment or the presence,
custody or use thereof whether any such injury or death be of any agent or employee of the
Leasee or of the Leasee himself or of any third party except where such injury or death results
from the negligence of the Owner.

4.3. The Leasee shall be responsible for, and shall indemnify the Owner against, all damage to
property howsoever caused by or arising from the Equipment or the presence, custody or use
thereof whether such damage be to any property of the Leasee or any third party except where
the damage be caused by the defective design or manufacture of the Equipment.

4.4. The Leasee shall assume as from the time of the delivery of the Equipment the entire risk of loss
of and damage to the Equipment or any part thereof occasioned in any manner or by
whomsoever or by any cause whatsoever (including lawful forfeiture) and shall fully indemnify
the Owner against all such loss or destruction of or damage to the Equipment For the purposes
of this Condition, the Equipment shall be deemed to be lost if the same has been stolen.

4.5. Return of the Equipment

This lease of Equipment shall commence on the date of execution of this Contract (the “Effective
Date”) and, unless otherwise extended in writing, shall expire on xx(date) xxx(month) 2020 or when
the Leasee returns the Equipment to the Owner either on its own initiative or as a result of the Owner
giving a seven (7)-day prior notice requesting the Leasee to return the Equipment to the Owner,
whichever is the earlier (the “Term”). In the event of termination/expiration of this Contract pursuant
to the provisions hereof, the parties shall be immediately released from any subsequent obligation to
perform their undertakings hereunder, provided that such release shall be without prejudice to any
accrued rights of the parties prior to such termination.
5. General

5.1. This Agreement will be governed and interpreted in accordance with the laws of Hong Kong
Special Administrative Region.

5.2. Unless otherwise agreed to by both parties in writing, neither party shall be entitled to assign this
Agreement or any of its rights or obligations hereunder to any other third party; provided that the
Owner may, without need of such consent, assign in whole or in part its rights and obligations
hereunder to any of its subsidiaries or affiliates.

5.3. In this Agreement, references to the “Equipment” that may be made at any time and from time to
time during the Term with the approval of the Owner.

5.4. This Agreement constitutes the entire agreement between the parties pertaining to the subject
matter hereof, and supersedes all prior and contemporaneous agreements, representations,
warranties and understandings of the parties. No supplement, variation or amendment of this
Agreement shall be binding unless executed in writing by both parties hereto. No waiver of any
of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other
provision, whether similar or not similar, nor shall any waiver constitute a continuing waiver.
No waiver shall be binding unless in writing signed by the party making the waiver.

5.5. This Agreement shall form an integral part of the Agreement. Any issue which is not mentioned
in this Agreement shall be governed by the Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in two (2)
duplicate originals by their duly authorized officers or representatives.

MERCK SHARP & DOHME (ASIA) LTD. QUEEN ELIZABETH HOSPITAL

By: By:
Caron Li John Chan
Managing Director Consultant
APPENDIX l

EQUIPMENT

Items Brand Qunatity


Immunohistochemistry Stainer DAKO Omnis 1

You might also like