Vending Agreement This Agreement is entered into by and between ___________ (hereinafter referred to as 'Proprietor') and ___________ (hereinafter referred to as 'Operator'), regarding the installation and operation of vending machines at ________________(hereinafter referred to as 'Location'). RECITALS Operator is a sole proprietor with principal place of business at _________. Operator is engaged in the business of installing and operating automatic vending machines at various business locations and of selling merchandise to the public through such machines. Proprietor is the owner and operator or manager of a business establishment at Location, in the state of ___________. Operator desires to install several automatic vending machines at Location for the sale of merchandise, and Proprietor desires to grant Operator a license for such purposes on the terms and conditions contained in this agreement. Therefore, in consideration of the mutual covenants and promises contained herein, it is hereby agreed as follows: ARTICLE 1. GRANT OF RIGHTS Proprietor hereby grants to Operator the exclusive right and privilege to install, operate, and maintain vending machines on the premises of Proprietor located at Location. ARTICLE 2. AGREEMENT OF NONCOMPETITION Operator agrees not to offer for sale at Location any merchandise directly competing with merchandise offered for sale at Location by Proprietor. ARTICLE 3. INSTALLATION OF MACHINES Operator shall install vending machines on the premises of the Proprietor at such locations as are mutually agreed upon by the parties. ARTICLE 4. REMOVAL AND REPLACEMENT OF MACHINES Operator shall have the right to remove any of the machines installed at Location under this Agreement and to replace any such machine with a vending machine of similar type,quality, and appearance. ARTICLE 5. INCREASE OR DECREASE IN NUMBERS OF MACHINES Operator shall have the right to increase or decrease the number of machines installed on the premises of Proprietor, to adjust to changes in demand, sales, or economic conditions, provided however, at least one machine shall be provided at all times during the term of this Agreement. Proprietor shall have the right to impose restrictions on the number or placement of machines where such number or placement would interfere with the normal operation of Proprietor's business. ARTICLE 6. COMPENSATION. 6A, Classification of Vending Machines by Placement and Intent Vending machines placed at Location shall be classified by mutual consent between the Vendor and Proprietor as Subsidized, Employee-Facing, Customer-Facing, or Public-Facing. Subsidized machines are those in which vending machine sales at artificially low prices are subsidized by Proprietor. Employee-Facing machines are placed so that those who interact with them may be presumed to be employees of the Proprietor's business. Customer-Facing machines are those placed so that those who interact with them may be presumed to be customers of the proprietor's business. Public-Facing machines are those placed so that no presumption as to the identity of those who interact with them may be made. 6B, Definition of Gross Profits For purposes of calculating compensation, Gross Profits in non-subsidized machines are defined as the difference between total reciepts from vending machine sales and the total cost to the Operator of the merchandise sold or offered for sale. 6C, Commission on sales in non-subsidized machines Operator shall pay to Proprietor ___________ percent of the Gross Profits from sales through Employee-Facing vending machines. Operator shall pay to Proprietor ___________ percent of the Gross Profits from sales through Customer-Facing vending machines. Operator shall pay to Proprietor ___________ percent of the Gross Profits from sales through Public-Facing vending machines. 6D, Subsidized Vending Machines In subsidized vending machines, Proprietor may choose what marchandise is made available through the vending machines and at what prices, and guarantees Operator a minimum revenue stream per month for each subsidized machine placed, serviced, and operated by Operator. The amount of the guaranteed revenue stream is to be agreed to by and between the Proprietor and Operator at the time of the machines' placement and at any subsequent time when the number and type of subsidized machines substantially changes. If in any month the Gross Profits from subsidized machines at Location are less than the guarantee, Proprietor shall pay Operator the difference within the following month. ARTICLE 7. RECORDS AND STATEMENTS Operator shall maintain a complete and accurate record of all sales made through the vending machines at Location covered by this Agreement. Not later than the ______ day of each month, Operator shall furnish a statement of such sales made during the previous month, including a calculation of Commissions due the Proprietor under Article 6 on the stated sales. Payment in full for such commissions shall accompany each statement. ARTICLE 8. TERM This Agreement shall commence thirty (30) days after execution of this Agreement and shall be for a term of _________ from that commencement date and shall be renewed automatically and continue for successive periods unless notice of termination is given by either party to the other in writing at least ___________ days prior to the expiration of the then current period. ARTICLE 9. OWNERSHIP OF MACHINES It is understood and agreed by and between the parties that the vending machines installed on the premises of Proprietor by Operator are and shall remain the property of Operator. Upon termination of this Agreement by any means, Operator shall have the right without further notice to Proprietor to remove any and all vending machines belonging to Operator which have been installed on the premises of Proprietor. ARTICLE 10. SELECTION AND PRICING Operator shall keep the machines stocked at all times with sufficient quantities of merchandise to insure continuous service. 10A, Selection and pricing in non-subsidized machines. Operator shall have sole control over the selection of brands of such items to be offered for sale through the vending machines and of the prices at which they are offered for sale, but he shall to the extent possible, seek to offer the patrons of Proprietor a wide selection of brands at competitive prices. 10B, Selection and pricing in subsidized machines. Proprietor shall have control over selection of brands of such items to be offered for sale through the vending machines and of the prices at which they are offered for sale, subject to the availability of such items and the Best Efforts of the Operator to locate, purchase, and stock such items. ARTICLE 11. RISK OF DAMAGE TO MACHINES Except as may be attributable to Proprietor by reason of the negligence of its officers, agents, or employees, Operator assumes partial risk and responsibility for any loss, destruction, or damage occurring to the vending machines. Operator reserves the right of compensation from Proprietor for losses incurred as the result of damage to machines by those employed by Proprietor. ARTICLE 12. MAINTENANCE AND SERVICE Operator shall regularly inspect, service, clean, and maintain the described vending machines and shall keep them operating and in good working order, at all times promptly maintaining them in a clean and sanitary condition in accordance with all applicable federal, state and local laws. Proprietor shall supply suitable waste disposal containers for the convenience of users of the vending machines and shall provide and bear the expense of garbage removal and disposal services. ARTICLE 13. NOTIFICATION OF MACHINE FAILURE Proprietor agrees to notify Operator promptly of any failure of the vending machines to function properly and further agrees to permit only authorized agents of Operator to remove, open, or in any way tamper with the machines. ARTICLE 14. UTILITIES Proprietor shall furnish and bear the cost of all utilities necessary for the operation of the vending machines installed under this Agreement and shall furnish suitable utility outlets for use by such machines. Proprietor shall provide continuous service to the machines and machine areas and shall not cause or permit the interruption of such service except in the event of an emergency. ARTICLE 15. FEES AND TAXES Operator shall be responsible for and shall pay all state, county, and city license fees and sales or other merchandising taxes that may be imposed on the sales of merchandise through its vending machines. ARTICLE 16. RELATION OF PARTIES It is the intention of the parties that Operator be an independent contractor hereunder, and that no agency or employment relationship be created by this Agreement. ARTICLE 17. COMPLIANCE WITH LAWS Each party shall comply with all federal, state, local, or other laws or regulations applicable to the sale of merchandise through vending machines. ARTICLE 18. TERMINATION OF AGREEMENT 18.1 This Agreement may be terminated by either party if the other party defaults in the performance of an obligation or materially breaches any of the terms or conditions of this Agreement and fails to cure such default or breach within ___________ days after service of written notice upon him of such default or breach. 18.2 This Agreement may be terminated at any time by Operator by reason of unprofitability of the operation by giving ___________ days notice in writing to Proprietor. 18.3 This Agreement may be terminated at the end of its term by the Proprietor, by giving notice of non-renewal as described in Article 8. ARTICLE 19. ASSIGNMENT This Agreement shall not be assignable by either party without the prior written consent of the other party. Subject to the forgoing limitation, this Agreement shall endure to the benefit of and be binding upon the successors and assigns of the respective parties. ARTICLE 20. ENTIRE AGREEMENT This Agreement constitutes the entire Agreement of the parties with respect to the subject matter hereof and supersedes any and all agreements, understandings, statements, or representations either oral or in writing. ARTICLE 21. ATTORNEYS' FEES Should any litigation be commenced between the parties hereto or their personal representative concerning any provisions of these Articles, or the rights and duties of any person in relation thereto, the party or parties prevailing in such litigation shall be entitled, in addition too such other relief as may be granted, to a reasonable sum as and for their or his attorneys'fee in such litigation, which shall be determined by the court in such litigation, or in a separate action brought for that purpose. ARTICLE 22. GOVERNING LAW The validity of this Agreement and of any of its terms or provisions as well as the rights and duties of the parties hereunder shall be interpreted and construed pursuant to and in accordance with the laws of the State of ___________ . Executed on the day and year indicated beneath the signature of each party. PROPRIETOR:_______________________ Dated:________________________ OPERATOR:___________________________ Dated:________________________