VENDING SERVICES AGREEMENT
Agreement,
dated as of [April 26, 2006], between XYZ Vending ("XYZ")
and [ABCD Account]. ("Client").
WHEREAS,
XYZ desires to provide facilities owned and/or operated by Client with
refreshment and other vending services, and pay Client a percentage of gross
revenues collected at designated Locations; and
WHEREAS,
Client desires to engage the services of XYZ as the exclusive provider of said
vending services at designated Locations;
NOW,
THEREFORE, for the reasons set forth above, and in consideration of the mutual
promises and agreements herein set forth, XYZ and Client agree as follows:
XYZ shall install, maintain and service all vending
equipment ("Machines") at designated Client Locations. At no time shall the
Machines be deemed the possession of Client; they are, and will remain, under
the control of XYZ. Furthermore, Client
shall have the right to approve/disapprove of the specific placement of
Machines at Locations in Client sole discretion. During the term of this Agreement, XYZ shall
pay Client Facility Rental Income (FRI) as follows:
XYZ shall
During
the term of this Agreement, XYZ will pay a commission to ABCD Account equal to
a percentage of all gross revenues (less applicable State imposed sales tax and
deposits) collected from the sale of beverages vended from the Machines at ABCD
Account, City, State. Said commission
will be paid as follows:
1. The initial term of this Agreement shall be eighteen
(18) months commencing as of the date written above. Thereafter, the term shall be automatically
extended for additional eighteen (18) month periods, unless Client gives XYZ
written notice of its intent to not extend said term within one sixty (60) days
prior to the expiration of the relevant term.
2. Said commissions shall be due on a quarterly basis
and shall be paid to Client within forty-five 45 days after the expiration of
each relevant calendar quarter. XYZ will
provide Client with a full accounting of all revenues received from Machines at
Client Locations.
3. If XYZ undertakes to deliver a required vended
service at designated Client Locations, i.e., beverages, snacks, cold food
etc., Client shall not permit competing vendors to operate at said designated
Locations. XYZ agrees to allow for a
reasonable time-period to finalize the transition of non-XYZ controlled
Machines to XYZ-controlled Machines.
4. Client shall furnish all necessary electrical
connections, suitable space, etc., for the operation of the Machines. Client shall allow XYZ and its contracted
personnel access to Client Locations during normal business hours to install,
fill, and service the Machines at said Locations.
5. Client may elect to give XYZ detailed notice of
non-performance hereunder. Upon the
receipt of such written notice, XYZ shall have at least sixty (60) days to
remedy or cure the facts giving rise to such alleged non-performance
hereunder. If XYZ has not affected such
a remedy or cure within the prescribed time period, Client may terminate this
Agreement if said non-performance is material in nature. Said termination shall be effective thirty
(30) days after XYZ's receipt of Client said written termination election.
6. If any term or portion of this Agreement shall be
deemed invalid or unenforceable, the remainder of this Agreement shall not be
affected. No waiver by XYZ of any breach
by Client hereof shall be construed as a waiver of any other breach. This contract is binding upon the heirs,
successors and assigns of both parties.
This contract shall be construed under the laws of the State of Illinois.
IN WITNESS WHEREOF, the parties have set
their hands and seals the day and year first written above.
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