VENDING MACHINE AGREEMENT

This VENDING MACHINE AGREEMENT (“AGREEMENT”) is entered into with an effective date of
_____________________ (“EFFECTIVE DATE”) by and between ___________________________ [enter
company’s name], a ____________ [enter state] ___________________ [enter business entity type] with its
principal place of business at _____________________________________ [enter address] (“COMPANY”) and
___________________________ [enter vendor’s name], a ____________ [enter state] ___________________
[enter business entity type] with its principal place of business at ____________________________________
[enter address] (“VENDOR”).

RECITALS

Whereas, Vendor is engaged in the business of purchasing, installing and servicing vending machines
(“VENDING MACHINE”) containing _______________________________________ [describe products] and
other drinks and/or snacks (“VENDING PRODUCTS”);

Whereas, pursuant to the terms and conditions of this AGREEMENT, COMPANY desires to appoint
VENDOR as an independent contractor to install and service such VENDING MACHINE at its location
___________________________________ [enter address] (“LOCATION”); and

Whereas, VENDOR desires to provide such VENDING MACHINE to COMPANY.

Now therefore, in consideration for the mutual promises contained herein and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

AGREEMENT

1. Term. This AGREEMENT shall be effective as of the EFFECTIVE DATE and shall have an initial term of
_________________ [enter number of months or years]. Upon the expiration of such term (or any renewal
term), this AGREEMENT shall automatically renew for an additional _______________ [enter number of
months or years] period unless either party notifies the other party at least ______ days prior to the applicable
renewal date of its intention not to renew the AGREEMENT (the initial term and any renewal term shall be
collectively referred to as the “TERM”).

2. Appointment of VENDOR.

2.1. Grant to VENDOR. Subject to all the terms and conditions of this AGREEMENT and the
limitations set forth below, the COMPANY hereby grants permission to VENDOR to install VENDING
MACHINE at LOCATION. COMPANY agrees that it does not currently, and will not through the TERM of this
AGREEMENT, represent, distribute or promote any other vending machines featuring VENDING PRODUCTS
that compete with VENDOR’s VENDING MACHINE at the LOCATION. COMPANY hereby grants
VENDOR exclusive rights to installing and selling such VENDING PRODUCTS at LOCATION.

2.2. 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.

2.3. 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.

2.4. Utilities. COMPANY shall provide electricity, water and/or any other utility service required to
operate VENDING MACHINE at COMPANY’s expense.

2.5. Maintenance and Repair. COMPANY shall not itself, and shall not permit any other party to, repair,
service, maintain, replace, relocate, move, remove or stock VENDING MACHINE. VENDOR shall use its
commercially reasonable efforts to keep the VENDING MACHINE in good working order and condition at all
times during the TERM. VENDOR shall have the exclusive right to repair, replace, refurbish or remove
VENDING MACHINE. Notwithstanding the foregoing, COMPANY agrees to use its best efforts to keep the
VENDING MACHINE in clean and sanitary condition, wholly free of all advertising and other materials, at all
times. In addition, COMPANY agrees to promptly notify VENDOR of any need for repair or service, of any
consumer complaints respecting the VENDING MACHINE. COMPANY further agrees to fully cooperate with
VENDOR in effecting any necessary repairs or service, or in addressing any consumer complaints received.

3. VENDOR’s Obligations. VENDOR shall install VENDING MACHINE as soon as reasonably possible.
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 COMPANY at the LOCATION. COMPANY may terminate this AGREEMENT and require VENDOR to
remove the VENDING MACHINE in the event that the VENDING MACHINE is unsightly or its ongoing
malfunctions reasonably detract from the COMPANY’s reputation. VENDOR will re-fill and re-stock the
VENDING MACHINE on an "as needed" basis.
4. Prices, Payments and Payment Terms.

4.1. VENDOR Fees. Vender hereby agrees to pay to COMPANY the following amount (“COMPANY
PAYMENT”):

[ ] $________ per month

OR
[ ] ________% of revenue on beverage items and ________% of revenue on snack items, as a
percentage of the actual cash (“cash in bag” or “CIB”) collected by VENDOR from the VENDING MACHINE
placed at LOCATION, less any applicable fees, deposits and taxes (COMPANY shall have the right to
periodically request a sales report from VENDOR to verify revenue)

4.2. Payment Terms. Payments shall be paid by VENDOR to COMPANY on or before

__________________________________________________ [enter due date for payment]. Payments shall be
made in U.S. Dollars and shall be made to ________________________________________ [enter address].

4.3. Late Payments. Amounts not paid when due shall be subject to interest at a rate of ______% per
month or, if less, the maximum rate of interest allowed by law, calculated from the due date. If any amount is
not paid when due hereunder, in addition to such past-due amounts, COMPANY shall be entitled to recover
from VENDOR the costs and expenses incurred in connection with collecting the same (including costs of
investigation and attorney fees).

5. Limitation of Liability. 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, 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
AGREEMENT, THE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY VENDOR
WITH RESPECT TO THE VENDING MACHINE GIVING RISE TO SUCH CLAIM.

6. 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 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.

7. Independent Contractor Relationship.

7.1. No Employer-Employee Relationship. It is expressly understood and agreed that during the TERM
of this AGREEMENT, VENDOR’s relationship to COMPANY will be that of an independent contractor and
that neither this AGREEMENT nor the services to be rendered hereunder shall for any purpose whatsoever or in
any way or manner create any employer-employee relationship.

7.2. Taxes. VENDOR shall have sole and exclusive responsibility for the payment of all federal, state
and local income taxes, for all employment and disability insurance, and for social security and other similar
taxes, in each case with respect to any compensation or benefits provided by COMPANY hereunder.

7.3. Compliance with Law. VENDOR shall assume and accept all responsibilities which are imposed on
independent contractors by any applicable statute, regulation, ruling or otherwise. VENDOR represents and
warrants that he/she/it is and will continue to be an independent merchant or enterprise within the meaning and
requirement of any laws or customs in _________ [enter state]. VENDOR will comply with COMPANY’s
policies and all applicable laws, rules, regulations and expressed public policies of _________ [enter state] and
will take no action in connection with his/her/its duties under this AGREEMENT that would violate any such
laws, rules, regulations and policies.

7.4. VENDOR Not Authorized to Bind COMPANY. VENDOR shall not hold himself/herself/itself out
or permit himself/herself/itself to be described otherwise than as an independent contractor of COMPANY, and
unless specifically authorized in advance in writing by COMPANY, VENDOR shall not enter into, assume or
incur any obligation on COMPANY’s behalf or transact any business for COMPANY.

8. Compliance with Applicable Laws. VENDOR shall, at its own expense, comply with all applicable laws
and make, obtain and maintain in force at all times during the TERM of this AGREEMENT, all filings,
registrations, reports, licenses, permits and authorizations required under applicable law, regulation or order
required for VENDOR to perform its obligations under this AGREEMENT.

9. Assignment. VENDOR [ ] may / [ ] 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. Termination. Notwithstanding anything herein to the contrary, either party may terminate this
AGREEMENT at any time with or without cause upon _______ days’ prior written notice.

Upon termination of this Agreement by either party, COMPANY shall permit VENDOR reasonable access to
the LOCATION, free from any claims of trespass, for purposes of removing the VENDING MACHINE and any
other VENDOR property at the LOCATION within seven (7) days from termination of this Agreement. Until
such time as all such VENDING MACHINE and property is removed, COMPANY’s obligations with respect to
care of the VENDING MACHINE shall continue as set forth herein, and COMPANY shall be responsible to
VENDOR for all costs and expenses associated with damaged VENDING MACHINE or missing
pieces/equipment, excepting reasonable wear and tear. VENDOR shall use its best efforts to leave each
equipment site in the condition in which it existed prior to placement of the VENDING MACHINE, excepting
reasonable wear and tear and any damage which may have occurred which was beyond VENDOR’s reasonable
control and/or anticipation.
11. Confidentiality. 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. Miscellaneous.

12.1. Entire Agreement. The provisions of this AGREEMENT constitutes the entire agreement between
the parties with respect to the subject matter hereof, and this AGREEMENT supersedes all prior agreements or
representations, oral or written, regarding such subject matter. This AGREEMENT may not be modified or
amended except in a writing signed by a duly authorized representative of each party.

12.2. Governing Law. This AGREEMENT will be construed in accordance with and governed by the
laws of the state of _________ [enter state] without regard to the principles of conflicts of laws thereof. In
addition, COMPANY and VENDOR acknowledge and agree that the courts located in _________ [enter
county] County shall have exclusive jurisdiction in any action or proceedings with respect to this
AGREEMENT, including federal district courts located in such county.

12.3. Successors and Assigns. Except as otherwise expressly provided in this AGREEMENT, this
AGREEMENT will be binding on, and will inure to the benefit of, the successors and permitted assigns of the
parties of this AGREEMENT. Nothing in this AGREEMENT is intended to confer upon any party other than
the parties hereto or their respective successors and assigns any rights or obligations under or by reason of this
AGREEMENT, except as expressly provided in this AGREEMENT.

12.4. Force Majeure. If the performance of any obligation (other than payment obligations) under this
AGREEMENT is prevented, restricted or interfered with by reason of war, acts of terrorism, act of God, civil
commotion, acts of public enemies, blockade, embargo, strikes, order, proclamation, regulation, ordinance,
demand, or requirement having a legal effect of any government or any judicial authority or representative of
any such government, or any other act whatsoever, whether similar or dissimilar to those referred to in this
Section 12.4, which is beyond the reasonable control of the party affected, then the party so affected shall, upon
giving prior written notice to the other party, be excused from such performance to the extent of such
prevention, restriction, or interference, provided that the party so affected shall use reasonable commercial
efforts to avoid or remove such causes of nonperformance, and shall continue performance hereunder with
reasonable dispatch whenever such causes are removed.

12.5. Disputes. Any controversy, claim or dispute arising out of or relating to this AGREEMENT, shall
be settled by binding arbitration in ____________________ [enter city and state]. Such arbitration shall be
conducted in accordance with the then-prevailing commercial arbitration rules of the American Arbitration
Association, with the following exceptions if in conflict: (a) one arbitrator will be chosen by the American
Arbitration Association; (b) each party to the arbitration will pay its pro rata share of the expenses and fees of
the arbitrator, together with other expenses of the arbitration incurred or approved by the arbitrator; and (c)
arbitration may proceed in the absence of any party if written notice (pursuant to the arbitrator’s rules and
regulations) of the proceeding has been given to such party. The parties agree to abide by all decisions and
awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and
conclusive and may be entered in any court having jurisdiction thereof as a basis of judgment and of the
issuance of execution for its collection. All such controversies, claims or disputes shall be settled in this manner
in lieu of any action at law or equity, provided however, that nothing in this subsection shall be construed as
precluding bringing an action for injunctive relief or other equitable relief. The arbitrator shall not have the right
to award punitive damages or speculative damages to either party and shall not have the power to amend this
AGREEMENT. IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE,
THEN EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY
IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERTO IN
ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO.

12.6. Construction. The titles of the sections of this AGREEMENT are for convenience of reference
only and are not to be considered in construing this AGREEMENT. Unless the context of this AGREEMENT
clearly requires otherwise: (a) references to the plural include the singular, the singular the plural, and the part
the whole; (b) references to one gender includes all genders; (c) “including” has the inclusive meaning
frequently identified with the phrase “including but not limited to” or “including without limitation”; and (d)
references to “hereunder”, “herein” or “hereof” related to this AGREEMENT as a whole. Any reference in this
AGREEMENT to any statute, rule, regulation or agreement, including this AGREEMENT, shall be deemed to
include such statute, rule, regulation or agreement as it may be modified, varied, amended or supplemented
from time to time.

12.7. Entire Agreement. This AGREEMENT embodies the entire agreement and understanding between
the parties hereto with respect to the subject matter of this AGREEMENT and supersedes all prior or
contemporaneous agreements and understanding other than this AGREEMENT relating to the subject matter
hereof. No course of prior dealing between the parties and no usage of the trade shall be relevant to supplement
or explain any term used herein. Acceptance or acquiescence in a course of performance rendered hereunder
shall not be relevant to determine the meaning of these terms and conditions even though the accepting or
acquiescing party has knowledge of the performance and opportunity for objection.

12.8. Amendment and Waiver. This AGREEMENT may be amended only by a written agreement
executed by the parties hereto. No provision of this AGREEMENT may be waived except by a written
document executed by the party entitled to the benefits of the provision. No waiver of a provision will be
deemed to be or will constitute a waiver of any other provision of this AGREEMENT. A waiver will be
effective only in the specific instance and for the purpose for which it was given, and will not constitute a
continuing waiver.

12.9. Counterparts. This AGREEMENT may be in any number of counterparts, each of which will be
deemed an original, but all of which together will constitute one instrument.
 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: ______________________________