VENDING MACHINE CONTRACT
This Vending Machine Contract (hereinafter referred to as the "Contract”) is entered into as of
_______________
by and between;
a) _________________________of______________________________________________adress
(hereinafter referred to as the “Owner”); and
b) _______________________________, 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:
1) 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:
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
2) Grant to Vendor: 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.
3) 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 (except for
the Owner’s Payment) concerning the Vending Machines. 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.
4) 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.
5) 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.
6) Limitation of Liability: IN NO EVENT SHALL EITHER PARTY BE LIABLE WITH
RESPECT TO ANY SUBJECT MATTER OF THIS CONTRACT FOR LOSS OF PROFITS,
COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR INCIDENTAL,
INDIRECT, SPECIAL, CONSEQUENTIAL, OR OTHER SIMILAR DAMAGES UNDER ANY
CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE
THEORY. EXCEPT WITH RESPECT TO A BREACH OF THIS CONTRACT. THE
LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR IN
CONNECTION WITH THIS CONTRACT SHALL NOT EXCEED THE AMOUNT PAID BY
THE VENDOR WITH RESPECT TO THE VENDING MACHINES GIVING RISE TO SUCH
CLAIM.
7) 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.
8) Term: This Contract shall commence on _______________ , date for a period of 3 years.
This Term shall be: (select one)
☐ Renewable on a ___________basis.
☐ Non-renewable
9) Compensation: The gross profit collected from the Vending Machines' operation shall be split
as follows:
● The Owner shall receive 20%
● The Vendor shall receive 80%
10) Payment: Accountings and payments shall be made monthly on or before the last day of each
month. The Owner or its representative shall be entitled to audit the books and records of the
Vendor to determine the accuracy of the accounting. Late payments shall attract a penalty of
_________% interest per month.
11) Utilities: Any utility service required for the machines shall be installed at the expense of the
Owner.
12) Non-assignment: Neither Party shall transfer or assign this Contract without the other Party’s
consent which consent shall not be unreasonably withheld.
13) 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.
14) 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.
15) 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 Owner shall be liable to pay to have the Vending
Machines removed wherein the Vendor terminates this agreement is due to action or inaction on
the Owner’s part; this includes but is not limited to: breach of contract, fraud, mistake,
misrepresentation, non-performance, illegality, and frustration.
16) Dispute resolution: Parties agree to settle disputes under this Contract through Keith Lewis, who
shall act as a neutral party herein.
17) 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.
18) 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.
19) 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.
20) Governing Law and Jurisdiction: The Parties agree that this Contract shall be governed in all
respects by the Laws, and courts of Pensacola, Florida.
21) 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.
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
Signature: Name:
Designation: Date:
Signed by the duly authorized representative of the VENDOR
Signature: Name:
Designation: Date:
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