VENDING MACHINE CONTRACT
This Vending Machine Contract (hereinafter referred to as the “Contract” or “Agreement”) is entered into as of _______________ date
by and between;
- _________________________of______________________________________________adress (hereinafter referred to as the “Owner”); and
- ATM & VENDING SOLUTIONS of ________________________________________address
(hereinafter referred to as the “Vendor”).
(collectively referred to as the “Parties” or individually as the “Party”) and includes that Party’s successors and assigns.
In consideration of covenants and Contracts contained in this Contract, and other good and valuable consideration, the receipt of which is hereby acknowledged, Parties agree to the following terms and conditions and to be bound thereby:
- Purpose: The Owner’s business is located at __________________________________________
(hereinafter referred to as the “Premises”). The specific locations within the Premises are to be mutually agreed upon. The Vendor may place Vending Machines for the sale of the
following items (the “items”) within the Premises of the Owner:
- Snacks; and
- Non-Compete: The Owner agrees that it does not currently, and will not, through the term of this Contract, represent, distribute or promote any other Vending Machines featuring items that compete with the Vendor’s Vending Machines at the Premises. The Owner hereby grants the Vendor exclusive rights to installing and selling the items at the Premises.
- Ownership: The Owner hereby acknowledges that all rights, title, and interest in the Vending Machines shall at all times remain that of the Vendor, including all monetary profits with respect to the Vending Machines unless otherwise specified in this agreement. The Owner shall have no right, title, or interest therein, and the Owner is not authorized to grant any right or license with respect thereto except as expressly stated in this Contract.
- Maintenance: The Vendor shall maintain the Vending Machines in good working order and regularly maintain and clean them so that they do not detract from the appearance of the Owner’s business Premises.
The Owner may terminate this Contract and require that the Vendor remove the Vending Machines in the event that the Vending Machines are unsightly, malfunctioned or, reasonably detract from the Owner’s reputation.
- Theft and Damage: The Owner shall take reasonable measures to assure the safety of the Vending machines and the items contained in the Vending Machines. Should there be theft or damage to the items or the Vending Machines, the Owner shall promptly notify the Vendor who reserves the right to remove the Vending Machines without notice and without penalty, loss, or default under this Contract.
- Limitation of Liability: The Vendor shall release the Owner from all liabilities related to or arising out of the use of the Vending machine(s).
- Indemnity of the 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 the Limitation of Warranty, any material breach of this Contract, 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 or this Contract 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.
- Term: This Contract shall commence upon _______________ , as stated above, and will continue until __________ and annually renewed until owner request otherwise.
- Compensation: The gross profit collected from the Vending Machines’ operation shall be split as follows:
● The Owner shall receive ___________%
● The Vendor shall receive __________%
- Utilities: Any utility service required for the machines shall be installed at the expense of the Owner.
- Non-assignment: Neither Party shall transfer or assign this Contract without the other Party’s consent which consent shall not be unreasonably withheld.
- Confidentiality: Any information pertaining to either Party’s business to which the other Party is exposed as a result of the relationship contemplated by this Contract shall be considered to be “Confidential Information.” Neither Party may disclose any Confidential Information to any person or entity, except as required by law, without the express written consent of the affected Party.
- Independent contractor: The relationship of the Parties hereto is that of an independent contractor. Accordingly, the Parties hereto are not deemed agents, partners, or joint venturers of the others for any purpose due to this Contract or the transactions contemplated thereby. The Owner is not required to pay or make any contributions to any social security, local, state, or federal tax, unemployment compensation, workers compensation, insurance premium, profit-sharing, pension, or any other employee benefit for the Vendor during the term. The Vendor is responsible for paying and complying with reporting requirements for all local, state, and federal taxes related to payments made to the Vendor under this Contract. The Vendor hereby agrees that it will not represent to any third party that its engagement by the Owner is in any capacity other than as an independent contractor.
- Termination: This Contract may be terminated at any time by either Party with or without cause upon 30 days’ written notice to the other Party. The Vendor will remove their Vending Machines from the Premises within the 30 days’ notice period.
The Vendor may terminate this Contract due to but not limited to; if the Vending Machines vandalized, not utilized enough, or are tampered with.
- Dispute resolution: Parties agree to settle disputes under this Contract through the following methods: (select one)
☐Negotiation ☐Mediation ☐Arbitration ☐Litigation
- Court Costs and Attorneys’ Fees: In any action under this Contract, the prevailing Party shall be entitled to recover costs of court and reasonable attorneys’ fees from the other Party, which fees shall be in addition to any other relief that may be awarded.
- Force Majeure: For this Contract, “Force Majeure” means an event which a diligent party could not have reasonably avoided in the circumstances, which is beyond the control of a party and includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any other action by government agencies. A Party’s failure to fulfill its obligations due to Force Majeure, shall not be considered a breach of this Contract, provided that the Party has taken all reasonable precautions, due care, reasonable alternative measures, and minimal delay all to carry out the terms of this Contract.
- Parties’ acknowledgments: The Parties acknowledge that they have been provided with the opportunity to negotiate this Contract and to seek legal counsel before signing this Contract. In addition, they acknowledge that they have the capacity to contract, and they have entered into this Contract freely and voluntarily.
- Governing Law and Jurisdiction: The Parties agree that this Contract shall be governed in all respects by the Laws of the State of Florida.
- General provisions
- This Contract may be amended only by the written consent of the Parties hereto.
- If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision.
- This Contract constitutes the entire agreement between the Parties. It supersedes all prior oral or written Contracts or understandings between the Parties concerning the subject matter of this Contract. The parties will exercise utmost good faith in this Contract.
- Unless otherwise provided, failure by either Party to enforce any of the terms or conditions of this Contract shall not be a waiver of their right to enforce the terms and conditions of this Contract. A waiver by one Party of any right or benefit provided in this Agreement does not infer or permit a further waiver of that right or benefit, nor does it infer or permit a waiver of any other right or benefit provided in this Agreement.
- This Contract may be executed in any number of counterparts, each of which shall be an original and all of which shall together constitute the same instrument.
- The Article and Section headings in this Contract are for convenience, and they form in no part of this Contract and shall not affect its interpretation.
- Whenever used herein, the singular number shall include the plural, and the plural number shall include the singular
IN WITNESS WHEREOF, each of the Parties has executed this Contract, as set forth below.
Signed by the duly authorized representative of the OWNER
Signed by the duly authorized representative of the VENDOR
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