Equipment Loan Agreement
(hereinafter the “Agreement”)

concluded in accordance with § 2193 et seq. of Act no. 89/2012 Coll., the Civil Code, as amended, between

Brno University of Technology
seat: Antonínská 548/1, 602 00 Brno, Czech Republic
Department: 
Faculty of Mechanical Engineering
contact address: Technická 2896/2, 616 69 Brno, Czech Republic
Id No.: 00216305, Tax Id. No.: CZ 00216305
a public university incorporated under the Act. No. 111/1998 Coll., on universities 
represented by: Ing. Petr Tesař, Faculty Secretary
contact person: XXX 
(hereinafter the “Lender”)

and

TU Wien
address: Karlsplatz 13, 1040 Wien, Austria
Id. No.: XXX, VAT Id. No.: ATU37675002
Public university
represented by: XXX
contact person: XXX
(hereinafter the “Borrower”)

(The Lender and Borrower hereafter also individually referred to as the “Party” or jointly as the “Parties”).

This Agreement and the responsibilities as outlined hereunder are not transferable without the written approval of Lender. By executing this Agreement, the Borrower agrees to comply with the terms set forth below: 

Article I 
Equipment 
1.	The Lender declares that it is the exclusive and lawful owner of the following equipment:
Name, brand, model:	Polytec, Laser Vibrometer IVS-500-EM	
Inventory number:	IM 323547	
(hereafter also the “Equipment”).

2.	Title to the Equipment shall remain with Lender. 

Article II
Purpose of the Agreement
1.	The Parties intend to establish a mutually beneficial relationship aimed at promoting and developing both the academic and scientific cooperation in areas of common interest. To support this cooperation, the Parties may loan or provide access to the technical equipment and exchange the data and knowledge.
2.	Upon signature of this Agreement, the Lender agrees to make the Equipment available to the Borrower EXW: Technická 2896/2, 616 69 Brno, Czechia - Incoterms 2020, together with any necessary documentation (such as an instruction manual), and undertakes to permit the Borrower to use the Equipment temporarily free of charge in accordance with the conditions set out in this Agreement.
3.	The Lender disclaims all representations and warranties associated with the Equipment and any use thereof, including any warranty of fitness for a particular purpose.
4.	Borrower agrees to use the Equipment for academic, research, government or non-profit use only, and not for any commercial use or application.
5.	Any intellectual property developed by Borrower utilizing the Equipment, shall be the sole and exclusive property of Borrower. However, Borrower will provide the Lender with measurement data containing displacement and frequency data (hereinafter “Data”) acquired through the use of the Equipment. Data will be provided in electronic form.
6.	The Data may be used, processed, stored, reproduced, modified, distributed, and otherwise exploited by the Lender without restriction, including for commercial, academic, or research purposes. The Borrower warrants that Data it provides is free from any third-party rights that would limit such unrestricted use.
7.	The Parties acknowledge that the Data does not contain any personal data as defined in the EU General Data protection Regulation (GDPR). Sharing of personal data may require a separate data processing, data sharing and/or joint controller agreement before any data processing or data sharing takes place.

Article III
Rights and Responsibilities
1.	The Borrower declares that he has been sufficiently informed prior to signature of the Agreement of the rules for use of the Equipment and that all materials and documents necessary for the use of the Equipment have been handed over to him.
2.	The Borrower shall be responsible for the proper use and deployment of the Equipment. The Borrower shall be responsible for training anyone using the Equipment on the proper use of the Equipment in accordance with any Equipment use procedures.
3.	The Borrower shall be obliged to use the Equipment in accordance with its purpose and to protect it from damage, loss and destruction. The Borrower must not permit any third party to use the Equipment.
4.	The Borrower is not entitled to make any adjustments, amendments or otherwise interfere with the Equipment, with the exception of everyday maintenance, without prior written agreement from the Lender. Should the Lender agree to any such actions, the Borrower is obliged to proceed in accordance with the Lender’s instructions.
5.	During the Loan Period and prior to return, the Borrower agrees to assume all responsibility for maintenance and repair of the Equipment.
6.	The Borrower is obliged to maintain the Equipment in the condition in which it was received. In case of necessity (malfunction) the Borrower shall return the Equipment to the Lender to arrange its repair.
7.	The Borrower is obliged to return the Equipment in the same condition as it was received, taking into account ordinary wear and tear, and to complete a handover statement documenting its return.
8.	If the Lender has an unavoidable need for the Equipment for its own internal purposes before the agreed loan period has ended, it is entitled to request the earlier return of the Equipment. In such a case, the Borrower is obliged to return the Equipment not more than 5 calendar days after the request for return is delivered to him.
9.	The Lender is entitled to withdraw from this Agreement in case of material breach of the Agreement by the Borrower. In such a case, the Borrower is obliged to return the Equipment without undue delay, and no later than 3 calendar days after receipt of a request for its return.
10.	The Borrower is obliged to return the Equipment to the Lender DAP: Technická 2896/2, 616 69 Brno, Czechia - Incoterms 2020.

Article IV
Duration of the Loan and its Extension
1.	The Borrower is obliged to return the Equipment to the Lender no later than 09.06.2025 (the loan period). If this date falls at the weekend or on a state holiday, the Borrower must return the Equipment on the next working day.
2.	The loan period may be extended upon signature of a written addendum to the Agreement by both Parties. The Lender may demand that the Equipment be presented for inspection to verify its condition.
3.	If the loan period is extended, the Parties shall agree upon a new deadline for the return of the Equipment to the Lender.

Article V
Contractual penalty, damages and indemnification
1.	If the Borrower fails to return the Equipment on time, the Borrower is obliged to pay the Lender a contractual penalty of 50 EUR for every additional day or part thereof. Payment of this contractual penalty does not affect the Lender’s right to damages.
2.	The Borrower is responsible for the full cost of repair or replacement of any or all of the Equipment that is damaged, lost, confiscated, or stolen from the time Borrower assumes custody until it is returned to Lender. If the Equipment is lost, stolen or damaged, Borrower agrees to promptly notify the Lender Representative designated above.
3.	The Borrower is obliged to inform the Lender of any loss, damage or theft of the Equipment without undue delay, by contacting the relevant contact person. 
4.	If the Equipment is stolen, the Borrower is obliged to report its theft to the police without undue delay (insurance policy requirement). 
5.	In consideration for the Equipment loan, the Borrower agrees to indemnify, defend and hold Lender harmless from any and all damages, losses, claims, causes of actions, expenses and liability of any nature whatsoever associated with its use of the Equipment while under the care, custody and control of Borrower unless due to the negligence of Lender. The indemnification and hold harmless obligations of Borrower are enforceable only to the extent permitted by the law.

Article VI 
Final Provisions
1.	The Agreement is valid and enters into force as from the date of its signature by authorised representatives of both of the Parties.
2.	This Agreement may be changed or cancelled only by written enumerated amendment signed by authorised representatives of both of the Parties.
3.	The Parties have hereby agreed that this Agreement and all legal relations arising thereof shall be exclusively governed by the Czech laws, especially the relevant provisions of the Act no. 89/2012 Coll., the Civil Code, as amended, and related legislation, without regard to conflicts of law principles.
4.	The Parties agreed that all disputes which they fail to settle in an amicable manner shall be referred to the Municipal Court in Brno or the Regional Court in Brno, Czech Republic according to subject-matter jurisdiction.  
5.	If any of the provisions of this Agreement becomes invalid or ineffective, this shall in no way prejudice other provisions hereof which shall remain valid and effective. In that case, the Parties agree to replace the invalid or ineffective provision by a new provision which best corresponds to the originally intended purpose.
6.	By execution hereof, the parties confirm that they are aware that this contract might be the subject to publication pursuant to Act No. 340/2015 Coll., on the Contracts Register, as amended. In such case, the publication of the Agreement shall be provided for by the Lender.
7.	The Parties agree that any mutual communications and requests shall be addressed to the contact person’s e-mail address as stated in the header to this Agreement.
8.	The Parties declare that they have read this Agreement before signing it, it was concluded based on thorough considerations, freely and seriously, definitely and comprehensively, not under pressure or apparently disadvantageous conditions. They agree with its contents without any reservations and in witness whereof the add signatures of their authorised representatives.

Signed in Brno on 		Signed in Vienna on 	
For the Lender:		For the Borrower:	
			
Ing. Petr Tesař
FME BUT Secretary		XXX