This document sets forth the terms of an agreement between a vendor and a property
owner for the placement of vending machines on the property. This document provides
that the vendor will pay the property owner a commission percentage from all gross
revenues collected from the sale of the items vended. In addition, this document
includes the length of the agreement and the rights and obligations of the parties. This
document can be used by small businesses or property owners that want to raise
additional revenue by placing a vending machine on their property.
VENDING MACHINES AGREEMENT
THIS VENDING MACHINES AGREEMENT (the “Agreement”), made this ____ day
of ________________, 2_____ (the “Effective Date”), by and between _________________ (the
“Company”) and ________________ (the “Client”).
WHEREAS, the Company provides vending machine services to businesses and
AND WHEREAS, the Client is desirous to obtain the vending machine services of the
Company for the purposes of installing and serving vending machines at the Client’s place of
AND WHEREAS, the Company is desirous to provide the vending machine services to
the Client pursuant to the terms and conditions contained herein.
NOW THEREFORE THIS AGREEMENT WITNESSES, that for good and valuable
consideration of the mutual covenants and agreements contained herein, the receipt and
adequacy of which is hereby acknowledged, the Company and the Client hereto covenant and
agree as follows:
1.1 The Company shall install and service vending machines (the “Services”) at the locations
contained on Schedule “A” annexed hereto (the “Locations”) for the Client.
1.2 The Client acknowledges and agrees that the vending machines installed at the Locations
will at all times throughout the duration of this Agreement be the sole and exclusive
property of the Company.
1.3 The Company shall upon the Effective Date of this Agreement, install the vending
machines at the Locations. The make and model of the vending machines to be installed
at the Locations is contained on Schedule “B” annexed hereto.
1.4 The Company shall install the said vending machines at the Locations by no later than the
______ day of __________, 2____, and such vending machines shall be in full working
order. The Products to be contained in the vending machines installed at the Locations
by the Company are set out on Schedule “C” annexed hereto (the “Products”). In
addition to the vending machines being in full working order, the vending machines shall
be loaded with the Product on the date contained in this Article 1.04. The Company
acknowledges and agrees that all of the Products to be loaded into the vending machines
shall not be past the expiry date contained thereon.
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1.5 The Company or any of its employees, agents or subcontractors shall have the right to
attend at the Locations for the installation, filling and refilling and servicing of the
vending machines as needed and shall at all times comply with all rules and regulations
contained at the Locations.
2.00 TERM AND TERMINATION
2.01 The Term of this Agreement shall commence on the Effective Date and shall be for a
period of __________ (____) weeks/months/years (the “Term”) and shall terminate on
the ____ day of _____________, 2_____ (the “Terminate Date”).
2.02 The Company and the Client shall have the right to extend the Term of this Agreement
for a further period of ___________ (_____) weeks/months/years, by providing
________ (____) days’ advance written notice to the other party and such extension shall
be accepted by the other party in writing.
2.03 Either the Company or the Client may terminate this Agreement prior to the Termination
Date in the event a party receives a notice of non-performance of any of its obligations
contained herein. Upon receipt of such notice, the non-performing party shall have
_____ (___) days to correct any non-performance issue. If the non-performing party fails
to rectify such non-performance, then the performing party shall have the sole right,
without effect to terminate this Agreement.
2.04 In the event the Company and the Client are not desirous to renew the Term of this
Agreement on the Termination Date, the Company hereby agrees that it shall remove the
vending machines from the Locations within _____ (____) days of the Termination Date.
3.01 The Client shall pay to the Company an installation fee of ______________ ($______)
Dollars (the “Installation Fee”) for the initial installation of the vending machines at the
Locations. The Installation Fee shall be due and payable by the Client upon the Effective
Date of this Agreement.
3.02 The Client agrees that it shall pay to the Company a monthly fee of ___________
($_______) Dollars (the “Monthly Fee”) for the refilling and servicing of the vending
machines. The Monthly Fee shall be due and payable to the Company by the ____ day of
each and every month even in the event of the vending machines not requiring refilling or
3.03 The Company agrees that it shall pay to the Client ________ (____%) percent of the
revenues generated from the vending machines at the Locations. Such payments shall be
made by the Company to the Client by the ____ day of each and every month. In the
event that no revenues are generated in any given month, the Company shall not make the
percentage of revenue payment to the Client as contemplated herein.
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4.01 The Company and the Client hereby agree to indemnify and hold each other harmless
from and against any and all liability which may arise out of claims made against the
Company or the Client for damages causes by actions in breach of the other party’s
respective warranties contained herein.
5.01 The Company and the Client hereby acknowledge and agree that by the Client executing
this Agreement that no relationship shall be created between the parties save and except
for the relationship of an independent contractor and shall not at any time create any
partnership, joint venture or employee/employer relationship.
5.02 The Client agrees that it shall not at any time attempt to bind the Company or enter into
any agreement on the Company’s behalf.
6.01 Wherever in this Agreement it shall be required or permitted that notice be given or
served by either party to or on the other, the notice shall be in writing and shall be
delivered personally to the party to whom it is given or sent by prepaid, registered mail,
or by facsimile transmission, addressed as follows:
to the Company at:
Fax: (____) ____________________
to the Client at:
Fax: (_____) ___________________
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and each such notice shall be deemed given on the date of delivery in the case of livery,
three (3) business days after mailing in the case of mail and two (2) hours after the time
of transmission in the case of facsimile transmission. No notice may be given by mail
during a real or apprehended mail strike in _______________ (enter country). This
address and/or facsimile numbers may be changed from time to time by either party by
notice as above provided.
7.00 GENERAL PROVISIONS
7.01 This Agreement constitutes the entire agreement between the parties hereto with respect
to the specific subject matter hereof and supersedes all prior agreements or
understandings of any kind with respect to the specific subject matter hereof.
7.02 Headings are not to be considered part of this Agreement, and are included solely for
convenience of reference and are not intended to be full or accurate descriptions of the
contents of any section.
7.03 In this Agreement, words importing the singular number include the plural and vice
versa, words importing the masculine gender include the feminine and neuter genders;
and words importing persons include individuals, and proprietors, corporations,
partnerships, trusts and unincorporated associations.
7.04 The invalidity or unenforceability of any provision of this Agreement or any covenant in
it shall not affect the validity or enforceability of any other provision or covenant in it and
the invalid provision or covenant shall be deemed to be severed.
7.05 Subject to the provisions hereof, this Agreement may not be assigned, in whole or in part,
without the prior approval of all parties hereto. Subject thereto, this Agreement shall
enure to the benefit of and shall be binding upon the parties hereto and their respective
successors, heirs, executors, administrators, other personal and legal representatives
(including trustees and receivers in bankruptcy) and permitted assigns.
7.06 This Agreement may be executed in any number of counterparts, each of which when so
executed shall be deemed to be an original and such counterparts together shall constitute
one agreement deemed to be dated as of the date hereof.
7.07 This Agreement shall be governed by and construed in accordance with the laws of the
State of _________________ enforce therein.
IN WITNESS WHEREOF the parties have duly executed this Agreement under
their hands and seals as of the day and year first written above.
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I have authority to bind the Company.
I have authority to bind the Company.
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VENDING MACHINES PARTICULARS
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