VENDING MACHINE AGREEMENT
THE PARTIES: This Agreement (“Agreement”) made on ______________________, 20____, is between
______________________ with a mailing address of ______________________, City of
______________________, State of ______________________ and ______________________ with a mailing
address of ______________________, City of ______________________, State of ______________________
and _________with a mailing address of ____________,City of _______,State of ___________all of whom agree
as follows:
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in
this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, ____________
(individually the “Party” and collectively “The Parties” to this agreement) agree as follow:
TERMS
1. TERM OF AGREEMENT
The term of this agreement (the “Term”) will begin on the date on this agreement and will remain on full
force and effect for a year, subject to earlier termination as provided in this Agreement. The Term may be
extended with the written consent of the parties.
2. AUTHORITY TO ENTER AGREEMENT
Each Party warrants that the individuals who signed this Agreement have the actual legal power, right and
authority to make this agreement and bind each respective Party.
3. OWNERSHIP
Company hereby acknowledges that all right, title and interest in vending machine and vending products
shall at all times remain that of vendor, including all monetary profits (with the exception of company
payment, defined below) with respect to vending machine. Company shall have no right, title or interest
therein, and company is not authorized to grant any right or license with respect thereto except as expressly
set forth in and permitted under this AGREEMENT.
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4. THEFT AND VANDALISM
Except as is reasonably attributable to the acts or omissions of company’s personnel or other
contractors, vendor shall bear the risk of loss to the vending machine, monies contained
therein, and any vending products from theft or vandalism while the vending machine is
placed at location. Company shall take all reasonable precautions to assure that vending
machine is not vandalized, damaged or manipulated in any way. Should theft of the
vending machine or vending products contained in the vending machine or vandalism to
the vending machine itself occur, company shall notify vendor as soon as practicable. In
the event that theft and/or vandalism continues, vendor reserves the right to remove
vending machine without notice and without penalty, loss or default under this
AGREEMENT.
5. OGLIGATIONS AND RESPONSIBILITIES
Vendor shall install vending machine as soon as reasonably possible. The vendor shall
maintain the vending machine in good working order and regularly maintain and clean it
as to not detract from the appearance of location. If there is a major equipment failure,
vendor will make every effort to complete repair within hours of receipt of parts
necessary to make the repair. Vendor shall use its commercially reasonable efforts to
regularly service and properly maintain vending machine to the company at the location
company may terminate this AGREEMENT and require vendor to remove the vending
machine in the event that it is unsightly or its ongoing malfunctions reasonably detract
from the Company’s reputation. The vendor will re-fill and re-stock the vending machine
on an "as needed" basis.
6. COMPENSATION
The company shelves to the merchant for amount there no fee for the property owner. We
pay the property owner %commission. Merchant receives %. Management company (us)
receive %. The products are received frozen.
7. LIMITATION OF LIABILITY
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In no event shall either party be liable with respect to any subject matter of this
agreement for loss of profits, cost of procurement of substitute goods or services, or
incidental, indirect, incidental, indirect or other similar damages under any contract,
negligence, strict liability or other similar damages under any contract, negligence, strict
liability or other legal or equitable theory. Except with the respect to a breach of this
agreement, the liability of either party for any claim arising out of Orin connection with
this agreement shall not exceed the amount paid by vendor with respect to the vending
machine giving rise to such claim.
8. INDEMNITY OF PARTIES
If notified promptly in writing of any action (and all prior claims relating to such action)
against either party based on a claim arising from Section 5 (Limitation of Liability), any
material breach of this AGREEMENT, or the negligence or willful misconduct of either
party, the other party shall indemnify the other party and hold the other party harmless
from and against any judgment, damage, liability, or expenses, including reasonable
attorney’s fees, arising out of any claim with respect to the breach or alleged breach of
such warranty of this AGREEMENT or such negligence or willful misconduct; provided
that the other party shall have had sole control of the defense of any such action and all
negotiations for its settlement or compromise; and, provided further, that no cost or
expense shall be incurred for the account of the other party without its prior written
consent.
9. ASSIGNMENT
The vendor may not assign, transfer or otherwise dispose of this AGREEMENT in
whole or in part to any individual, corporation or other entity without the prior written
consent of Company, provided that vendor shall continue to remain obligated to
company for the assignee’s performance or breach of vendor’s duties and obligations
hereunder.
10. INTELLECTUAL PROPERTY
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The company shall own all right, title and interest, including without limitation all
intellectual property rights, in and to the Administration System, the trademarks, trade
names, trade dress, service marks and the associated names and logos used from time to
time. All designs, all logos and any written or verbal conversations disclosing company
business practices or creative designs shall be owned by the company. The company shall
also own the refrigerated.
11. CONFIDENTIALITY
Except as otherwise expressly permitted in this Agreement, the parties shall not disclose
or use in any manner, directly or indirectly, any Confidential Information either during
the term of this Agreement or at any time thereafter, except as required to perform their
respective duties and responsibilities or with the other party’s prior written consent. Both
parties agree that all Confidential Information disclosed and received shall remain secret
and confidential during the term of this Agreement and continue thereafter for 10 years
after this Agreement is terminated or expires. Except as may otherwise be required by
law or legal process, neither party hereto shall disclose to any third party the terms and
conditions of this AGREEMENT or any information respecting sales or revenue of the
vending machine, during the TERM or thereafter. This obligation shall survive
termination of this AGREEMENT.
12. DISPUTE RESOLUTION
If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute
will be finally and exclusively resolved by mediation. The parties will conduct the
mediation process according to the law of the State of North Carolina.
13. NOTICES
All notices under this Agreement shall be in writing and sent to the address of the
recipient specified herein. Any such notice may be delivered by hand, by overnight
courier, certified mail with return receipt, or first class pre-paid letter, and will be deemed
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to have been received (1) if delivered by hand – at the time of delivery; (2) if delivered by
overnight courier – 24 hours after the date of delivery to courier with evidence from the
courier; (3) if delivered by certified mail with return receipt – the date as verified on the
return receipt; (4) if delivered by first class mail – three (3) business days after the date of
mailing.
14. TERMINATION
During the course of this agreement, the parties may terminate this Agreements if there is
illegal activity, damage to machine and putting products that’s not agreed up in the
machine and any other breach.
15. SEVERABILITY
If any term, covenant, condition, or provision of this Agreement is held by a court of
competent jurisdiction to be invalid, void, or unenforceable, the remainder of the
provisions shall remain in full force and effect and shall in no way be affected, impaired,
or invalidated.
16. WAIVER
No waiver of any default shall constitute a waiver of any default or breach, whether of
the same or other covenant or condition. No of any service voluntarily given or
performed by a Party shall give the other Party any contractual right by contractual right
or otherwise.
17. ENTIRE AGREEMENT
This Agreement contains the entire agreement between the Parties related to the matters
specified herein, and supersedes any prior oral or written statements or agreements
between the Parties related to such matters.
18. GOVERNING LAW
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This Agreement shall be governed exclusively by the laws of North Carolina, without
regard to conflict of law provisions
19. EXCLUSIVE VENUE AND JURISDICTION
Any lawsuits or legal proceeding arising out of or relating to this Agreement in any way
whatsoever shall be exclusively brought and litigated in the federal and state courts of
North Carolina. Each Party expressly consents and submits to this exclusive jurisdiction
and exclusive venue. Each Party expressly waives the right to challenge this jurisdiction
and/or venue as improper or inconvenient. Each Party consents to the dismissal of any
lawsuits that they bring in any other jurisdiction or venue.
20. AMENDMENT AND MODIFICATION
No supplement, modification or amendment of this Agreement shall be binding unless
executed in writing and signed by both parties
In witness whereof, the parties have caused this AGREEMENT to be executed by their
respective duly authorized representative as of the EFFECTIVE DATE.
COMPANY VENDOR
Signature: Signature:
Name: Name:
Position: Position:
Date Signed: Date Signed:
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