Rental MSA

This Rental Agreement was last revised as of: [August 12, 2025]

Subject to the terms and conditions of this Rental Agreement (the “Agreement”), Bacon Healthcare Corp. (“Lessor”) agrees to furnish the party identified on the applicable invoice (“Lessee”) with the property described therein (the “Leased Property”).

Lessee acknowledges and agrees that the Leased Property is subject to availability and provided on a first-come, first-served basis. This Agreement shall become effective and binding upon the earlier of: (i) Lessor’s receipt of payment from Lessee for any portion of the Leased Property; (ii) submission of a purchase order by Lessee referencing this Agreement; or (iii) execution by Lessee of an estimate or quote issued by Lessor.

1. General

1.1 Contract Terms. These terms and conditions constitute an integral part of any offer made by Lessor to lease the Leased Property to Lessee and shall govern the lease of the Leased Property. Lessor objects to any additional or different terms. Lessee acknowledges that this is a commercial and not a consumer transaction.

1.2 Acceptance. An order shall be binding on Lessor only after a credit approval and acceptance by Lessor. Acceptance is expressly made conditional to Lessee’s acceptance of these terms and conditions.

2. Leased Property

Lessor hereby leases the Leased Property to Lessee and Lessee hereby leases the Leased Property from Lessor subject to the terms and conditions of this Agreement.

3. Term and Lease Payments

3.1 Initial Term. The lease shall become effective upon Lessee’s acceptance, as defined in Section 1.2, and shall continue in effect, unless earlier terminated in accordance with this Agreement, until the end date specified on the applicable invoice (the “Initial Term”). The Leased Property shall be deemed accepted by Lessee upon delivery (the “Acceptance Date”).

3.2 Extensions. Provided that no default has occurred and is continuing, Lessee may extend the Initial Term by delivering written notice to Lessor at least thirty (30) days prior to the end of the Initial Term. Such notice shall specify the desired duration of the extension (the “Extension Term,” and together with the Initial Term, the “Term”). Extension of the lease is subject to the continued availability of the Leased Property. If unavailable, Lessor shall notify Lessee of such unavailability within ten (10) days of receiving Lessee’s extension notice.

3.3 Payment Terms. Lessee agrees to pay Lessor the lease amount specified on the applicable invoice based on the type of rental and in accordance with the following:

• Daily Rentals: Payable per day, at the daily rate stated on the invoice. For any Extension Term, the daily rate shall continue as stated unless otherwise agreed in writing.
• Weekly Rentals: Payable per week, at the weekly rate stated on the invoice. For any Extension Term, the weekly rate shall continue as stated unless otherwise agreed.
• Monthly Rentals: Payable per month, at the monthly rate stated on the invoice. For any Extension Term, the monthly rate shall continue as stated unless otherwise agreed.
• Yearly Rentals: Payable per year, at the annual rate stated on the invoice. For any Extension Term, the annual rate shall continue as stated unless otherwise agreed.

Payment is due at the time specified on the invoice or in accordance with any applicable payment terms agreed in writing between the parties.

3.4 Late Payment. A late fee equal to five percent (5%) of any overdue payment shall apply as liquidated damages to compensate Lessor for internal administrative costs. In addition, interest shall accrue on all overdue amounts at the rate of one and one-half percent (1.5%) per month (18% annually), or the maximum rate permitted by applicable law, whichever is less.

3.5 Net Lease; No Setoff. This lease is a net lease. All payments due to Lessor shall be made without deduction, abatement, counterclaim, or setoff for any reason.

4. Warranty

4.1 Disclaimer of Warranties.
Lessor makes no, and expressly disclaims any, warranty whatsoever, whether express or implied, arising by law, course of dealing, course of performance, usage of trade, or otherwise. This includes, without limitation, any implied warranties of merchantability, fitness for a particular purpose, non-interference, or non-infringement of third-party intellectual property or proprietary rights. The Leased Property is provided “as is” and “with all faults.” This disclaimer constitutes the sole and exclusive warranty made with respect to the Leased Property.

5. Limitation of Liability

5.1 Exclusion of Certain Damages.
To the maximum extent permitted by applicable law, Lessor shall not be liable for any incidental, indirect, special, exemplary, enhanced, punitive, or consequential damages, including but not limited to: loss of business, loss of use, lost profits or revenues, or diminution in value, arising out of or related to this Agreement or the use or inability to use the Leased Property. This exclusion applies regardless of the legal theory asserted—whether in contract, tort (including negligence), strict liability, or otherwise—and even if such damages were foreseeable or Lessor was advised of their possibility.

5.2 Aggregate Liability Cap.
In no event shall Lessor’s total cumulative liability under or in connection with this Agreement exceed the total amount paid by Lessee to Lessor under this Agreement during the six (6) months immediately preceding the event giving rise to the claim.

5.3 Lessee Assumption of Risk.
Lessee acknowledges and accepts that the use of fluoroscopy equipment involves inherent risks. Lessee shall be solely responsible for ensuring that all personnel operating or handling the Leased Property are properly trained in its safe and appropriate use.

6. Force Majeure

6.1 Delay Due to Uncontrollable Events.
Lessor shall make commercially reasonable efforts to complete delivery and, where applicable, installation of the Leased Property. However, Lessor shall not be liable for any delay or failure to perform, including failure to deliver or install, due to causes beyond its reasonable control. Such causes include, but are not limited to: acts of civil or military authority, governmental priorities, fire, labor strikes, floods, epidemics, pandemics, quarantine restrictions, infectious disease outbreaks, public health emergencies, war, riots, transportation delays, carrier shortages, or compliance with any applicable law or government regulation.

6.2 Remedies in Force Majeure Events.
In the event of such delay, Lessor may, in its sole discretion:
(i) reasonably extend the delivery or performance schedule, or
(ii) cancel the affected portion of the order without liability, except to refund any unearned deposit or prepayment made by Lessee for undelivered or uninstalled Leased Property.

7. Location Preparation

7.1 Delivery, Assembly, and Disassembly.
Unless otherwise agreed in writing, Lessor shall deliver, assemble, and disassemble the Leased Property at the location specified in the applicable invoice. Lessor shall connect the Leased Property to safety switches or electrical outlets, which must be provided and installed by Lessee in advance of delivery.

7.2 Third-Party Labor Costs.
If assembly, disassembly, or electrical connection is performed by personnel other than Lessor’s employees, any resulting costs—including for third-party labor—shall be the sole responsibility of Lessee.

7.3 Electrical Requirements.
Lessee shall be responsible for bringing the appropriate electrical power to the designated safety switches and outlets. Lessee shall also provide all required conduit wiring and infrastructure necessary for safe and proper operation of the Leased Property.

8. Set-Up and Delivery

8.1 Delivery and Return Shipping.
Lessee shall be responsible for all costs associated with the delivery of the Leased Property to the site specified in the applicable invoice. Return of the Leased Property, to a destination designated by Lessor, shall likewise be the responsibility of Lessee and is not included in the lease payment. Return costs shall be based on the actual transportation charges incurred from Lessee’s facility.
Upon return, the Leased Property shall be in good working condition and free from damage, reasonable wear and tear excepted. Lessor shall have the sole discretion to determine whether damage exceeds reasonable wear and tear, and Lessee shall be liable for and invoiced the cost to repair, restore, or replace any Leased Property returned in a condition beyond normal wear and tear.

8.2 Operational Support.
Lessee shall be solely responsible for providing all personnel and materials required to operate the Leased Property, including without limitation: technical staff, medical supplies, film, processing equipment, long-term image storage media, and contrast media.

9. Location and Use of Leased Property

9.1 Location Restrictions.
The Leased Property shall be delivered to, and maintained at, the Lessee’s location as specified in the applicable invoice. Lessee shall not move or relocate the Leased Property without Lessor’s prior written consent.

9.2 Possession and Use.
Lessee shall maintain exclusive possession and control over the Leased Property during the Term. The Leased Property shall be used only by qualified personnel and solely in accordance with all applicable laws, regulations, industry standards, insurance requirements, and manufacturer guidelines.

9.3 Licensing and Compliance.
If the operation or possession of the Leased Property requires any permit, license, registration, or other authorization from any governmental or regulatory authority, Lessee shall, at its sole expense, obtain and maintain such authorizations throughout the Term. Lessee shall ensure that the use of the Leased Property complies with all applicable laws and regulations, including those related to safety, patient privacy, and data security.

10. Maintenance

10.1 Included Services.
This Agreement includes service and preventative maintenance for the Leased Property, to be performed during normal business hours: 8:00 AM to 5:00 PM, Monday through Friday (excluding holidays).

10.2 Excluded Items.
The lease rate does not include any networking hardware or software, including connection of the Leased Property to Lessee’s internal network. Any such expenses shall be the sole responsibility of Lessee.

10.3 Lessor Responsibilities.
Lessor shall, at its own expense, use reasonable care in maintaining the Leased Property in good working order and shall perform all required repairs and preventative maintenance, except as otherwise provided herein. Lessor and its authorized personnel shall have the right to access Lessee’s premises, upon reasonable notice and during normal business hours, to inspect the Leased Property and review Lessee’s maintenance records.

10.4 Lessee Responsibilities for Damage.
Lessee shall be responsible, at its sole expense, for the cost of labor, repair, or replacement of the Leased Property where service is required due to any of the following:

• (i) negligent acts, omissions, or misuse by Lessee or its employees, agents, or contractors;
• (ii) use of the Leased Property in combination with incompatible products;
• (iii) unauthorized modifications, alterations, improper storage, handling, or maintenance;
• (iv) physical damage caused by vandalism, accident, fire, flood, lightning, earthquake, or other external forces;
• (v) excessive storage or retention of cases/images on the Leased Property causing system performance issues;
• (vi) service or attempted repairs performed by any party other than Lessor or its authorized service personnel;
• (vii) damage resulting from shipping or relocation of the Leased Property not performed or authorized by Lessor;
• (viii) exposure to hazardous substances requiring cleaning or decontamination, including blood or other potentially infectious materials.

10.5 After-Hours Service.
Service and preventative maintenance provided during standard hours will be performed at no charge. Any service requested outside of standard hours may be provided, subject to technician availability, at a rate of $300.00 per hour, billable to Lessee.

10.6 Service Requests.
All maintenance and service requests may be submitted by:

• Phone: (800) 643-2998 (available Monday–Friday, 7:00 AM – 6:00 PM ET)
• Email: info@minicarm.com
• Web: www.minicarm.com (email and web forms monitored 24/7/365)

11. Lessee’s Representations

11.1 Representations.
Lessee represents and warrants to Lessor that the following statements are true, accurate, and complete as of the effective date of this Agreement:

• (i) Lessee is duly organized, validly existing, in good standing, and duly qualified to conduct business under applicable law.
• (ii) Lessee has full corporate power and authority to enter into this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated herein. This Agreement has been duly executed and delivered by Lessee and constitutes a legal, valid, and binding obligation of Lessee, enforceable in accordance with its terms.
• (iii) The execution, delivery, and performance of this Agreement by Lessee does not require the consent or approval of any third party, does not conflict with or violate Lessee’s organizational documents, applicable law, or any agreement to which Lessee is a party or by which it is bound, and does not result in the creation of any lien or encumbrance on the Leased Property.
• (iv) There are no actions, suits, proceedings, or investigations pending or, to Lessee’s knowledge, threatened against Lessee that would challenge or adversely affect the transactions contemplated by this Agreement, and Lessee is not aware of any facts that would reasonably be expected to give rise to such actions.

11.2 Survival.
The representations and warranties set forth in this Section 11 shall survive indefinitely, subject to the limitations set forth in this Agreement.

12. Lessee’s Covenants

12.1 Ongoing Covenants.
Until all amounts due under this Agreement have been paid in full and all obligations have been fully performed, Lessee shall:

• (i) Comply with all applicable laws, regulations, and legal requirements.
• (ii) Maintain in full force and effect all permits, licenses, and authorizations required to conduct its business and to lease, operate, and use the Leased Property as contemplated by this Agreement.
• (iii) Keep the Leased Property free and clear of all liens, claims, and encumbrances, other than those arising from or through Lessor.

12.2 Survival of Covenants.
Except where expressly limited to the Term of this Agreement, all covenants and obligations of Lessee, including those set forth in this Section 12, shall survive the expiration or termination of this Agreement.

13. Indemnification

13.1 Lessee Indemnification.
Lessee shall indemnify, defend, and hold harmless Lessor, its successors and assigns, affiliates, and each of their respective directors, officers, employees, contractors, agents, and representatives (collectively, the “Lessor Indemnitees”) from and against any and all claims, demands, actions, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees and litigation costs), including but not limited to claims for personal injury, death, property damage, or economic loss, arising out of or relating to:

• (i) the Leased Property, including its manufacture, design, selection, purchase, acceptance, rejection, delivery, installation, possession, use, operation, maintenance, or return;
• (ii) any breach or failure by Lessee to perform its obligations or covenants under this Agreement;
• (iii) any inaccuracy in or breach of Lessee’s representations or warranties under this Agreement; or
• (iv) any act or omission of Lessee, its employees, agents, contractors, or other representatives.

13.2 Lessor Indemnification.
Lessor shall indemnify and hold harmless Lessee and its directors, officers, employees, agents, and representatives from and against any claims, damages, liabilities, losses, and expenses (including reasonable attorneys’ fees and litigation costs) arising solely out of any personal injury, death, or property damage caused directly by the gross negligence or willful misconduct of Lessor or its employees, agents, or contractors in connection with the performance of this Agreement.

14. Insurance

14.1 Liability Insurance.
Lessee shall, at its own expense, maintain commercial general liability insurance covering bodily injury, death, personal injury, and property damage, in amounts not less than $3,000,000 per occurrence and $5,000,000 in the annual aggregate (or such higher amounts as may be required by law), covering all operations and activities under this Agreement. Such insurance shall name Lessor as an additional insured.

14.2 Property Insurance.
Lessee shall maintain property insurance covering the Leased Property for its full replacement value, but in no event less than $50,000. Such coverage shall be on an “All Risk” or special perils basis, including mechanical breakdown and off-premises power interruption, either by endorsement or through a separate boiler and machinery policy. Lessor shall be named as loss payee on the property policy.

14.3 Evidence of Insurance.
Lessee shall provide Lessor with certificates of insurance evidencing the required coverages prior to delivery of the Leased Property and upon renewal. Lessee shall notify Lessor in writing as soon as reasonably practicable of any material change, cancellation, or non-renewal of such insurance.

14.4 Application of Proceeds.
In the event of loss or damage to the Leased Property, any insurance proceeds shall, at Lessor’s sole discretion, be applied toward the repair or replacement of the affected property.

15. Loss or Damage

15.1 Responsibility for Loss.
Lessee shall be solely responsible for any loss of or damage to the Leased Property from any cause whatsoever, except to the extent such loss or damage is covered by fire and extended coverage insurance maintained in accordance with this Agreement.

15.2 No Lessor Liability for Business Interruption.
Lessor shall not be liable for any interruption of Lessee’s business, or for any direct or indirect loss, damage, or expense incurred by Lessee, arising from mechanical failure, delay, or any other issue related to the furnishing, delivery, operation, or use of the Leased Property.

16. Title

16.1 Ownership.
Title to the Leased Property shall at all times remain with Lessor. Lessee shall have no right, title, ownership, or other interest in the Leased Property except for the limited leasehold rights expressly granted under this Agreement.

16.2 End of Term Access.
Upon expiration or earlier termination of the lease, Lessor and its employees, agents, or contractors shall have the right to enter Lessee’s premises, during reasonable hours and with reasonable notice, to retrieve and remove the Leased Property.

17. Taxes

17.1 Lessee’s Tax Responsibility.
Lessee shall be solely responsible for reporting and timely paying all applicable taxes, fees, and assessments related to the Leased Property and this Agreement, including but not limited to: sales and use taxes, personal property taxes, license and registration fees, gross receipts, franchise, excise, stamp, and other similar taxes, duties, charges, penalties, or interest imposed by any governmental authority.

If Lessee qualifies for tax-exempt treatment, it shall provide Lessor with a valid and current Tax-Exempt Certificate prior to lease commencement.

17.2 Reimbursement and Reporting.
Lessee shall promptly reimburse Lessor (or its successors or assigns) upon written request for any such taxes paid or assessed against Lessor in connection with this Agreement. Upon request, Lessee shall provide reasonable written evidence of such payment. Where reporting or filing of returns is required for any such taxes, Lessee shall prepare and submit all filings in a manner that reflects Lessor’s ownership of the Leased Property and shall furnish a copy of such filings to Lessor upon request.

18. Default

18.1 Events of Default.
Lessee shall be deemed in default under this Agreement upon the occurrence of any of the following events:

• (i) Payment Default: Lessee fails to make any payment when due under this Agreement, and such failure continues for more than seven (7) days after written notice from Lessor;
• (ii) Insolvency: Lessee becomes insolvent, ceases business operations, makes an assignment for the benefit of creditors, seeks any arrangement or composition with creditors, or if any bankruptcy, receivership, or similar proceeding is filed by or against Lessee and is not dismissed within ten (10) days after written notice from Lessor;
• (iii) Covenant Breach: Lessee breaches any other term, representation, covenant, or obligation under this Agreement, and fails to cure such breach within seven (7) days after written notice from Lessor;
• (iv) Unauthorized Transfer: Lessee’s interest under this Agreement is assigned or transferred, voluntarily or by operation of law, without Lessor’s prior written consent;
• (v) Business Change: Lessee sells, transfers, or disposes of all or substantially all of its assets, or merges or consolidates with another entity without Lessor’s prior written consent.

18.2 Remedies Upon Default.
Upon the occurrence of any Event of Default, Lessor may, at its sole discretion, exercise one or more of the following remedies without notice or demand, except as expressly provided herein:

• (i) Declare all sums due or to become due under this Agreement immediately due and payable;
• (ii) Commence legal action at law or in equity to enforce performance or recover damages for breach;
• (iii) Enter upon Lessee’s premises and take immediate possession of the Leased Property, with or without legal process, and without liability for trespass, damage, or inconvenience caused by such entry or removal.

19. Security Interest

19.1 Recharacterization as Security Agreement.
The parties intend this Agreement to constitute a true lease. However, if, under applicable law, this Agreement is deemed to create a security interest or financing arrangement, then:

• This Agreement shall be deemed a security agreement, and
• Section 2 shall be deemed to constitute a grant by Lessee to Lessor of a first priority security interest in the Leased Property, and all proceeds thereof, to secure Lessee’s obligations under this Agreement.

19.2 Perfection and Enforcement.
In such case, Lessee agrees to execute, deliver, and file all documents and take all actions necessary for Lessor to perfect and maintain its security interest, including but not limited to the filing of UCC financing statements. Lessee further agrees to cooperate fully in maintaining the priority and enforceability of Lessor’s security interest in accordance with applicable law.

20. Termination

20.1 Termination Events.
This Agreement may be terminated upon the occurrence of any of the following:

• (i) Non-Payment: At Lessor’s election, upon Lessee’s failure to pay any rent or other payment due hereunder when due, following applicable notice and cure periods as set forth in Section 18;
• (ii) Termination for Convenience: Upon thirty (30) days’ prior written notice by Lessor to Lessee, provided that such termination shall not be effective prior to the expiration of the Initial Term;
• (iii) Uncured Breach: Upon a party’s failure to cure any material breach of this Agreement within ten (10) days after receipt of written notice from the non-breaching party identifying such breach with reasonable specificity.

21. Assignment and Sublease

21.1 Lessor’s Right to Assign.
Lessee hereby consents to any assignment or reassignment by Lessor of this Agreement, including Lessor’s rights, title, interest, and/or the rents due hereunder, with or without prior notice to Lessee.

21.2 Restriction on Lessee Assignment.
Lessee shall not assign, transfer, delegate, or sublease this Agreement or any of its rights or obligations hereunder, whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of Lessor. Any attempted assignment without such consent shall be null and void.

22. Risk of Loss

22.1 Assumption of Risk.
From the commencement of the lease and continuing until the Leased Property is returned to Lessor or otherwise disposed of with Lessor’s written consent, Lessee assumes all risk of loss, theft, destruction, or damage to the Leased Property from any cause whatsoever.

22.2 No Relief from Obligation.
No such loss, theft, damage, or destruction shall relieve Lessee of its obligations to make payments or otherwise perform under this Agreement.

22.3 Notice and Remedial Action.
Lessee shall promptly notify Lessor in writing upon becoming aware of any loss, theft, or material damage to the Leased Property. In the event the Leased Property is lost, stolen, or damaged beyond repair, and upon Lessor’s request, Lessee shall:

• (i) restore the Leased Property to good condition and working order; or
• (ii) purchase the Leased Property from Lessor at its fair market value as of the date immediately preceding the loss event, as determined by Lessor in its reasonable discretion.

23. Default; Attorneys’ Fees

In the event of any breach of this Agreement by Lessee, Lessor shall be entitled to exercise any and all rights and remedies available at law or in equity. If Lessor is required to engage legal counsel or initiate any legal proceeding to enforce its rights under this Agreement, Lessee shall reimburse Lessor, upon demand, for all reasonable attorneys’ fees, costs, and expenses incurred in connection therewith, whether or not a lawsuit is filed.

24. Modification

No change, modification, or amendment to this Agreement shall be valid or binding unless made in writing and signed by duly authorized representatives of both parties. No oral modifications shall be recognized or enforceable.

25. Independent Contractor

Lessor is acting solely as an independent contractor in providing the Leased Property and services under this Agreement. Nothing in this Agreement shall be construed to create any partnership, joint venture, agency, employment, fiduciary, or other similar relationship between the parties. Neither party shall have the authority to bind, commit, or otherwise obligate the other party in any manner without prior written consent.

26. Changes to This Agreement
    Lessor may update, modify, or replace this Rental Agreement at any time, in its sole discretion, by posting the revised version on the applicable page of its official website at https://www.minicarm.com/rental-msa/ or another location it designates. The “Last Revised” date at the top of this Agreement will reflect the date of the most recent changes.All changes are effective on the date posted unless otherwise stated. Lessee’s continued lease, possession, or use of the Leased Property after the effective date of any changes constitutes Lessee’s acceptance of the revised Agreement. If Lessee does not agree to the updated Agreement, Lessee must immediately discontinue all use of the Leased Property and arrange for its prompt return to Lessor.
27. Jurisdiction and Venue

Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach thereof, shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall take place in New York County, State of New York, and shall be conducted by a single arbitrator.

Each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in New York County, State of New York for the purpose of enforcing any arbitration award or seeking injunctive or equitable relief pending arbitration. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions.

27. Integration

This Agreement, together with any exhibits, schedules, or attachments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations, and warranties, whether oral or written.

This Agreement shall be deemed accepted and binding upon the earlier of:

• (i) Lessee’s submission of a purchase order referencing this Agreement;
• (ii) Lessee’s signature on an estimate or quote issued by Lessor; or
• (iii) Lessor’s receipt of payment from Lessee for any portion of the Leased Property.

No amendment or modification shall be binding unless made in writing and agreed to by authorized representatives of both parties.

28. Severability

If any provision of this Agreement is held to be invalid, illegal, unenforceable, or void, the remaining provisions shall remain in full force and effect. The invalid or unenforceable provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable, while preserving its original intent as closely as possible. If such modification is not possible, the provision shall be deemed severed, and the remainder of the Agreement shall continue in effect.

29. Miscellaneous

29.1 Further Assurances.
Lessee agrees to execute, acknowledge, deliver, file, and record, or cause to be executed, acknowledged, delivered, filed, and recorded, such additional documents and take such further actions as Lessor may reasonably request to effectuate the purposes and intent of this Agreement and the transactions contemplated herein.

29.2 Notices.
All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement must be in writing and delivered to the parties at the addresses specified on the applicable invoice (or to such other address as either party may designate in writing in accordance with this Section). Notices shall be delivered by:

• personal delivery,
• nationally recognized overnight courier, or
• certified or registered mail (return receipt requested, postage prepaid).

Notices are effective only upon receipt by the receiving party and only if the sender has complied with the delivery method set forth above.

29.3 Waiver.
No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party granting the waiver. No waiver shall be deemed a continuing waiver or a waiver of any other provision, and no failure or delay by either party in exercising any right or remedy shall operate as a waiver of that or any other right or remedy.

29.4 Counterparts and Electronic Delivery.
This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same agreement. Delivery of a signed copy of this Agreement by facsimile, PDF, or other electronic means shall be deemed to have the same legal effect as delivery of a physically signed original.

29.5 Order of Precedence.
In the event of any conflict between the terms of this Agreement and the terms of any invoice, purchase order, estimate, or other document relating to the lease of the Leased Property, the terms of this Agreement shall govern and control.