LICENSING AGREEMENT.

This Licensing Agreement (hereinafter referred to as the “Agreement”) is made on
this __________ day of ___________ 20__ (hereinafter referred to as the “Effective
Date”) by and between _______________________ (hereinafter referred to as the
“Licensee”) and ___________________ (hereinafter referred to as the “Licensor”).
Together referred to as the “parties.”
WHEREAS, the Licensee desires to put up automated Robotic Coffee Kiosks in the
Licensor’s parking lot (herein referred to as “premises”); and
WHEREAS, the Licensor agrees to let the Licensee access the premises to set up
and place the automated Robotic Coffee Kiosks.
NOW, THEREFORE, in consideration of the above, the parties herein agree to be
legally bound by the following terms and conditions; –
1. Premises.
The agreed premises/parking lot is located at __________________ in Denver.
Parties agree that each kiosk will be placed on a parking spot chosen with easy
access to the curbside and the Licensor shall provide power.
The Licensee accepts the licensed area as is and will not be interfered with by any
third parties.
2. Term.
The parties herein agree that this Agreement shall be for a period of two years with
the option of early termination as described under this agreement.
3. Payment.
The parties herein agree that the License fee shall be $1000 per month base
minimum with a 10% revenue share.
The payments shall be made on the _____ day of every month via direct deposit
unless otherwise agreed between the parties.
4. Maintenance.
The Licensee shall allow 24/7 access for the O&M service personnel and agrees to
coordinate any maintenance needed from their end for the smooth running of the
duties and obligations herein.

5. Ownership.

Parties agree that the Licensee has the IP ownership for brand recognition and kiosk
hardware and design.
6. Confidentiality and Publicity.
The terms of this Agreement and the details thereof shall be confidential, and the
same shall not be disclosed to any third parties without prior written consent from the
parties.
7. Indemnity
The licensor agrees to indemnify and keep indemnified the Licensee from and
against any and all loss, damage, or liability, whether criminal or civil suffered, and
legal fees and costs incurred by the Licensor in the course of the execution of the
obligations under this Agreement and resulting from any act, neglect or default of the
Licensor.
8. Limitation of Liability
Under no circumstances will either Party be liable for any indirect, consequential, or
punitive damages, including lost profits arising out of or relating to this Agreement or
the transactions it contemplates (including breach of Agreement, tort, negligence, or
another form of action) if said damage is the direct result of one of the Party’s
negligence or breach.
9. Termination.
The parties herein may terminate the terms by issuing a 30 days prior written notice
to the other party for any reason.
Any breach of the terms herein shall determine this agreement immediately.
10. Dispute.
In case of any dispute/complaint regarding any term or obligations under this
agreement, the same shall be resolved through mediation which shall be
approached with good faith from both parties.
11. Governing Law.
The terms and obligations under this Agreement shall be governed and construed in
accordance with the laws of Denver.
12. Waiver.
The lack of enforcement of any rights and obligations under this Agreement does not
mean a waiver of any present or future violation by either party.
13. Amendment.

This Agreement may only be amended or modified by an agreement in writing and
signed by both parties.
14. Severability.
If any term or provision under this Agreement is deemed unenforceable by a court of
law, the same shall be severed from the Agreement, and the remaining condition
shall continue to be in full force and effect.
IN WITNESS WHEREOF, the parties have agreed and executed this Agreement as
of the Effective Date indicated in the Agreement.
Signed by the Licensor; –
Representative:
______________________
Signature:
___________________________
Date:
_______________________________
Email Address:
_______________________

Signed by the Licensee; –
Representative:
______________________
Signature:
__________________________
Date:
_______________________________
Email Address:
_______________________

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