TERMS AND CONDITIONS TO RENTAL AGREEMENT

BITTERROOT SALES and RENTALS

4004 HWY 93 • STEVENSVILLE, MT 59870-6075 | PHONE: 406-215-2533

TERMS AND CONDITIONS TO RENTAL AGREEMENT

1. Purpose: This Agreement is entered into by and between Bitterroot Sales and Rentals (hereinafter referred to as "BSR") and the applicant whose name appears on the application at the top of the page, (hereinafter referred to as the "Client") for the purpose of establishing the terms and conditions by which Client will rent Equipment from BSR.

2. Validity: This Agreement will be valid on the date entered into by the parties and until such time as it is modified or terminated in writing by mutual Agreement to the parties to the Agreement. For as long as this Agreement is valid, including any written modifications therefore, it will cover Client’s rental of any and all Equipment from BSR.

3. Equipment: The word "Equipment" includes all items that BSR may rent to Client pursuant to orders that Client may place with BSR from time to time.

4. Promises made by BSR: Subject to availability of Equipment, BSR agrees to rent to Client Equipment items as ordered by Client from time to time.

5. Equipment Rates/Acceptance:

5.1 Rental rates are based upon the hours (average eight [8] hours per day), days or weeks stated therein. Rental charges shall commence when BSR makes equipment available to Client and ends upon return of Equipment to the BSR rental yard. No allowance shall be made for time when Equipment is not in use while in Client’s possession.

5.2 Upon acceptance of Equipment, Client will sign an Equipment Rental Agreement form, which will provide description of the Equipment, its VIN or serial number, and the rental rate. Until such time as the Equipment is returned to BSR, or picked up by BSR technician, Client will be responsible for such Equipment pursuant to the terms and conditions of this Agreement.

5.3 Client accepts Equipment on an “as is” basis. Client acknowledges receipt of all Equipment in working condition and declares that the Client fully understands its proper operation and use. Client acknowledges that they have examined said Equipment and had received the same in a secure and operative condition, or if not, in a condition as noted by both parties herein.

5.4 In the event that rental term is extended, Client shall be responsible to notify BSR of such extension five (5) days in advance of the due date.

5.5 In the event that the rental equipment is not returned to BSR by the due date the client gives BSR the right to charge the client’s credit card for an additional rental period(s) until the Equipment is returned. If the rental equipment is returned before the end of the additional period, a prorated amount may be refunded to the client.

6. Promises made by Client:

6.1 Client agrees to use the Equipment solely for the purpose for which it is supplied,

6.2 Client shall not alter the Equipment in any way.

6.3 Client agrees that the Equipment provided by BSR shall only be operated by competent personnel, familiar with the operation of such equipment.

6.4 Client agrees to be responsible for all damage caused to BSR’s Equipment while in use by Client or while in transit from Client. In the event of such damage, BSR reserves the right to charge Client for the repair of the Equipment, including down time for repairs to be made, and Client promises to promptly pay for the repair of such damages upon BSR’s demand.

6.5 Client agrees to provide an on-site environment that meets the requirements for proper operational performance of the Equipment.

6.6 Client shall not move the Equipment from the location at which such Equipment is specified in Client’s order without first notifying BSR and receiving BSR’s prior written approval.

7. Insurance: Client shall at all times keep the Equipment insured in the amount of at least the market value of each item of Equipment specified and Client shall further maintain a personal liability insurance policy. Client agrees to provide reasonable security at the site of use, to minimize the exposure of the Equipment to loss and/or damage. NOTHING IN THIS PARAGRAPH WILL RELIEVE YOU OF YOUR RESPONSIBILITY FOR LIABILITY INSURANCE COVERAGE ON THIS EQUIPMENT.

8. Indemnity: BSR is not responsible for any loss or injuries caused by the installation or use of the Equipment. Client agrees to hold BSR harmless and reimburse BSR for loss and to defend BSR against any claim for costs, losses or injury caused by the Equipment or its use. Your indemnity obligation includes any cost, expense, or liability we incur, including court costs, attorney fees, interest, and penalties.

9. Loss or Damage: Client is responsible for the risk of loss or for any destruction of or damage to the Equipment. No such loss or damage relieves Client from the payment obligations under this Agreement. Client agrees to promptly notify BSR in writing of any loss or damage and Client will then pay to BSR the present value of the total of all unpaid payments. Any proceeds of insurance will be paid to BSR and credited against the outstanding balance of both rent and replacement cost.

10. Payment Terms: Client agrees to pay rental charges up-front and in full. If Client requests and is granted permission to extend the rental contract term, BSR will charge clients credit card for the additional contract term within three (3) days of the extension commencement date. If Client fails to return equipment in accordance to section 6.0 of this Agreement at the end of the initial rental period, Client agrees to let BSR charge Client’s credit card for all rental charges incurred until the equipment is returned. Loss or damage of Equipment by Client does NOT relieve Client of the rental obligation and Client agrees to let BSR charge Client’s credit card for all rent until the Equipment is returned or replaced.

11. Taxes: Client shall pay any and all taxes levied on or associated with the goods and services provided with this Agreement, including without limitation, any local, state, federal, or other government charges for sales, manufacturing, excise and like taxes.

12. Liability for Client’s Work Product:

12.1 BSR expressly disclaims any liability in the event that any mechanical breakdown or failure of BSR’s Equipment should result in damage, loss, delay, or any other interference in

Client’s work product. BSR’s exclusive obligation and liability to Client shall be to provide Client with the same or similar equipment in order to accomplish the same work. In no

event shall BSR be liable for any consequential damages or loss of profit.

12.2 BSR shall not be responsible for any of Client’s material remaining in BSR’s hardware upon its return.

13. Force Majeure: In the event that all or substantially all of BSR’s warranties, representations and/or performance of services with regard to this Agreement are materially interfered by reason of any cause or occurrence beyond the control of BSR, including without limitation, machine malfunction (except to the extent caused by intentional or grossly negligent acts of BSR, its employees or agents), fire, flood, epidemic, earthquake, explosion, accident, war, blockage, embargo, act of public enemy, civil disturbance, labor dispute (or threatened disputes), then BSR, to the best of its ability, shall give notice to Client of such event of force majeure, and the performance by BSR’s responsibilities undertaken within this Agreement, or any additional and/or subsequent Agreements that may be in force between BSR and Client, shall be postponed for a period equal to the period of existence of the event of force majeure.

14. Cancellation Charges: In the event that Client pre-orders equipment for delivery in the future, BSR, upon confirmation of such order, will reserve the Equipment for Client and assure Client of its pickup availability or delivery.

14.1 In the event that Client cancels its order less than 72 hours prior to the pickup or delivery of the Equipment, Client agrees to pay cancellation charges equal to 100% the rental rate.

14.2 In the event that Client cancels its order subsequent to the pickup or delivery of the Equipment, Client agrees to pay a cancellation fee equal to 50% of the rental charge of the entire

period the Equipment was ordered for.

15. Delivery: Client agrees to pay transportation charges for delivery and pickup of Equipment at a variable rate, dependent upon which piece of Equipment is rented. Client further agrees to pay an additional handling charge in the amount of $75.00 (Seventy-Five Dollars) for all deliveries and/or pick-ups that are during the weekend, holidays and/or outside of normal business hours.

16. Right of Entry: Client, upon execution of this Agreement, and during all times that BSR’s Equipment is rented to Client, grants BSR an irrevocable right of entry to Client’s premises for the sole and limited purpose of BSR’s reclamation of its Equipment in the event that Client defaults under this Agreement. In the event of such default, BSR shall post on Client’s premises a notice of its intent to reclaim such Equipment providing Client a 24-hour notice of said entry. Client shall have the right to fully remedy such default within the same 24-hour period, and upon such full remedy, BSR shall vacate its intention to reclaim said Equipment.

17. Assignment: This Agreement shall not be assigned by Client without the prior written consent of BSR. Upon consensual assignment, this Agreement and the rights and obligations hereunder shall be binding upon the successors and assigns of Client.

18. Exhibits and Attachments: The forms attached hereto are fully incorporated herein; however, if there is a discrepancy between the terms of this Agreement and any terms that are in the Exhibits and Attachments, the terms of this Agreement shall govern.

19. Governing Law: This Agreement shall be governed by the law of the State of Montana, applicable to contracts entered into and wholly performed in the State of Montana.

20. Partial Invalidity:

20.1 Nothing contained in this Agreement shall be construed to require the commission of any act contrary to law, and whenever there is any conflict between any provision of the

Agreement and any statue, law, ordinance, order, or regulation, the latter shall prevail, but in such event, any provision of this Agreement so affected shall be curtailed and limited

to the extent necessary to bring it within the legal requirements.

20.2 In the event that any portion of these terms and conditions shall be held to be invalid or unenforceable in a court of law or equality; (i) the parties agree to negotiate in good faith an

acceptable alternative provision which reflects as closely as possible the intent of the enforceable provision; and (ii) the validity and legality of the remaining provisions of this

Agreement shall not in any way be affected or impaired thereby and shall remain in full force and affect.

21. No Waiver: The failure of either party to insist upon the other party’s performance of any obligations hereunder shall not be construed as a waiver of or the breach of any obligation of either party or of any subsequent breach of which obligation. The failure of either party to exercise any right or remedy which it may have hereunder or under the law shall not be construed as a waiver of any other right or remedy which the party may have hereunder or under the law.

22. Cumulative Remedies: Any right and remedy belonging to BSR hereunder or under the law shall be deemed cumulative and not exclusive of one another and the exercise by BSR of any such right or remedy shall not preclude BSR from exercising or enforcing any other right or remedy it may have.

23. Attorney’s Fees: In the event that any party bring suit in connection with this Agreement, or any other Agreement that may exist between the parties to this Agreement, for the recovery of any sum due under such Agreement, or because of a breach of any provision hereof or for any other relief, then all costs and expenses, including reasonable attorney’s fees, incurred by the prevailing party therein shall be paid by the other party, and this provision shall be enforceable whether or not the action is prosecuted by Judgment.

24. Arbitration: All disputes arising from this Agreement, or from any other Agreement that exists between the parties to this Agreement, shall be referred for binding arbitration to the American Arbitration Association in Denver, Colorado. In the event of litigation arising from this Agreement, or from any other Agreement between Client and Company, Client hereby agrees to litigate such disputes in Denver.

25. Notices: All notices to be given hereunder must be in writing and shall be given by the parties hereto only in one of the following ways: (1) by personal delivery, (2) by addressing the notices by certified mail, postage prepaid, or (3) by facsimile, to the following address:

Notices to Bitterroot Sales and Rentals (BSR):

Bitterroot Sales and Rentals

4004 Hwy 93 N • Stevensville, MT 59870

Phone: 406-210-1005

Notices to Client:

Address and phone/fax number

As appears in the application part of this Agreement.

26. Miscellaneous: This Agreement contains the entire understanding between the parties and supersedes all prior understandings of the parties hereto relating to the subject matter hereof. (i) This Agreement may not be modified, nor may any provision be waived, except by an instrument in writing, signed by both parties. Notwithstanding anything herein or elsewhere contained, this Agreement is solely for the mutual benefit of Client and BSR no third party (whether or not referred to herein) is intended or shall be deemed to be a third-party beneficiary hereof. Paragraph headings used herein are for convenience only and shall not be used in any way to interpret the provisions of this Agreement. (ii) BSR and Client hereby accept each other’s signature via facsimile, or digitally, as binding insofar as such signatures relate to this Agreement and any other dealings between the parties to this Agreement. Damage Waiver is not insurance. You are responsible for any loss of or damage to the Rented Equipment and items and for their return in the same condition in which they were received, except for ordinary wear and tear. If you accept the Damage Waiver, however, We agree to waive Our right to recover from You the amount of loss or damage to the Equipment while in your possession, except that You will be responsible for the first $500.00 or 50% of the cost of repair or replacement of damaged Equipment (whichever is higher). You agree to immediately notify Us of any accident and promptly submit any applicable Police reports. If You have insurance, the Damage/Waiver becomes secondary, and You agree to exercise all rights available to You under Your insurance coverage and assign all claims and proceeds from Your insurance coverage to Us. Notwithstanding the foregoing, Your liability for loss of, or damage to, the Equipment will not be waived in the following circumstances: (1) Any item or part thereof which is not returned, irrespective of the reason, including theft. (2) Reckless, careless, or abusive operation or use of the Equipment. (3) Use or operation of the Equipment exceeding its rated capacity. (4) Damage to motors, generators, drills or other tools, electrical appliances or devices caused by use of non-utility generated power, whether or not supplied by us. (5) Damage to tires, tubes, and wheels caused by blowout, bruises, cuts, punctures, or other causes inherent in the use of the equipment. (6) Damage resulting from failure to perform or pay for all normal periodic and other basic service, maintenance adjustments and lubrication of the Equipment. (7) Loss or damage caused by dishonesty of Your employees, or wrongful conversion by any person whom You allow to possess the Equipment. (8) Operation or use of the Equipment in a manner inconsistent with the instructions of the Equipment manufacturer. (9) Damage resulting from vandalism, malicious mischief, or intentional abuse. (10) Damage to any and all accessories, such as air hoses, electric cords, blades, welding cable, liquid fuel tanks and other similar items and accessories. (11) Damage resulting from overturning or striking overhead objects. (12) Damage resulting from use of the Equipment in violation of any terms of this Agreement.

BITTERROOT SALES and RENTALS • 4004 HWY 93 • STEVENSVILLE, MT 59870-6075 | PHONE: 406-215-2533