Business Agreement with Royalty Fees by gth48481


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									                                                  Vendor Program
                                        Instructions for Royalty Agreement

Thank you for choosing Find The Children as the charity for your vending business! Please follow the instructions
below to properly fill out the contract:

   1. Print (if necessary) and read the entire contract.
   2. Calculate your Royalty Payment using the chart on the “Payment Calculation” page of the contract.

       Example: If a vendor with 20 machines joins the Vendor Program in May of 2006, he/she should fill out
       the calculation page as follows:

               Item Description                 Quantity of Stickers       x   Contract Length    Totals
                                                (1 per Machine)                 (# of Months)

               Sticker Subscription        _20__                       x          _12__       =   $__240__
               (Feb 09 through 01/31/2010)
                Current Month

               Sticker Subscription             _N/A_                  x           __0__      =   $___0___
               (02/01/09 – 01/31/10)

               One-Time Licensing Fee                                                         =    $ _5.00___
               PayPal processing Fee                                                          =    $ _5.00___

                                                                                     TOTAL:       $ _250.00_

   3. Sign and date the contract in all required spaces.
   4. Use the Machine Location page to record the addresses of all of your machine locations. If you have
      more than ten locations, please make as many copies of this page as necessary to provide us with a
      complete list of your locations. If you have not yet secured your locations, retain this page of the
      contract and return it AS SOON as you have placed your machines.
   5. Mail (or ship) your application AND payment to:

               Find The Children
               2656 29th Street, Ste. 203
               Santa Monica, CA 90405

    1. If paying through PayPal you can fax or email your application to:

            Fax: (310) 314-3169

    Once we receive your confirmation through PayPal we can process your request.
                                                                                                     Page 1 of 6

                                               FIND THE CHILDREN

                                              ROYALTY AGREEMENT

This agreement is made and entered into this ___________________day of______________, 2007, by and between
FIND THE CHILDREN, (a non-profit corporation incorporated under the laws of the state of California, engaged
in the prevention and recovery of missing children) and

Company Name

Vendor Name                                                          E-Mail Address

Company Address
                     City                    State           Zip
( )
Company Telephone

Hereafter referred to as “VENDOR”.

VENDOR hereby agrees to the following:

       1.     The VENDOR shall be solely responsible for obtaining from area businesses and other
              Commercial locations, space for the purpose of placing vending machines. The VENDOR shall
              be responsible for the placement, maintenance, operation and any liability of vending
              machines in those spaces.

       2.     The VENDOR hereby agrees to pay FIND THE CHILDREN’S Licensing and Royalty fees
              As follows:
             a. All royalty amounts shall be pro-rated from the 1st day of joining month until January 31st and
                 must be renewed annually on or before February 1st.

             b. A one-time Licensing fee of five ($5.00) dollars for stickers of missing children. Said stickers
                being of one size: 4” x 3”.

             c. A yearly Royalty fee of twelve dollars ($12.00) per stickers for the use of Find the Children’s
                name, and/or logo on vending machine.


              d. During the contract period, should VENDOR wish to acquire additional stickers, VENDOR
              agrees to pay in advance $1.00 per sticker per month for the remainder of that year. Upon
              renewing the annual contract, the VENDOR shall pay the annual fee of $12.00 per total number
              of machines (which includes the original number of machines in VENDOR’s possession at the
              original join date, plus the number of acquired machines).
                                                                                        Page 2 of 6

     e. Should the sticker of a missing child be defaced, damaged or destroyed and the VENDOR
     wishes to replace it, FIND THE CHILDREN will send a new sticker to the VENDOR for twelve dollars
     ($12.00) per sticker, pre-paid, regardless of time remaining on current contract term.

3.   When a child has been located or a case has been closed, FIND THE CHILDREN will send the
     VENDOR a replacement sticker at no cost. The monthly Royalty fee will remain the same. The
     VENDOR shall replace or mark missing children stickers, “located, deceased or case closed”
     within thirty (30) days of receiving FIND THE CHILDREN’S replacement sticker.

4.   VENDOR must own a minimum of twenty (20) machines in order to participate in the Vendor
     Program and/or renew a contract with the Vendor Program.

5.   FIND THE CHILDREN hereby grants permission to the VENDOR to use the missing children’s stickers,
     name and logo of FIND THE CHILDREN on vending machines/honor boxes placed by the
     VENDOR. The VENDOR agrees to place the aforementioned stickers on their vending machines
     in a manner approved by FIND THE CHILDREN, and not to use stickers, name or logo for any
     other purpose. These stickers will give the name and phone number of FIND THE CHILDREN and
     will inform readers that for further information they may call FIND THE CHILDREN.

6.   VENDOR agrees to post any and all stickers provided by Find The Children regardless of the race,
     ethnicity, religion, gender, age, national origin, ancestry or sexuality of the missing child
     depicted on the sticker or the missing child’s family.

7.   The vendor also agrees to write the proper telephone number for service of the machine/honor
     box in the disclaimer portion of the sticker. The disclaimer states that all sales proceeds go to
     the unit owner. This is to ensure that the patron knows that he/she is not making a donation to

     This is a copy of the disclaimer portion of the sticker:
                                                                                             Page 3 of 6

8.     The parties agree that the VENDOR may represent to owners and operators of commercial
       space that:

       a. FIND THE CHILDREN has authorized the VENDOR to place FIND THE CHILDREN’S missing
          children stickers on their vending machines; and:

       b. The missing child(ren) sticker provided by FIND THE CHILDREN and posted by the VENDOR
          contains a disclaimer acknowledging the VENDOR as the sole beneficiary of the machine
          proceeds; and:

       c. The VENDOR will pay FIND THE CHILDREN a Licensing fee for the use of these
          stickers and a monthly Royalty fee for the use of FIND THE CHILDREN’S name and logo on the
          vending machine.

9.     The VENDOR will not use the name or literature of FIND THE CHILDREN in any way, which has not
       been specifically authorized by FIND THE CHILDREN. The VENDOR will hold FIND THE CHILDREN
       harmless against any claims or liability arising from the unauthorized use of its name or literature.

       Any unauthorized use of the name or logo of FIND THE CHILDREN shall entitle FIND THE CHILDREN
       to receive damages in the minimum amount of one thousand ($1,000) dollars per violation.
       Each day of same shall be considered a separate violation. THE VENDOR, by placing an
       appropriate signature hereon, acknowledges that FIND THE CHILDREN has made no promises or
       representations concerning either commercial success or the ease of placement other than
       those stated herein, as to introduce the VENDOR into the Agreement.

10.    This Royalty Agreement shall be for a term of one (1) year. Either party may terminate this
       agreement by giving notice of termination in writing to the other. Should either party terminate
       this Royalty Agreement each missing child’s sticker and each disclaimer sticker must be
       removed from the VENDOR’S machine and the remnants of both stickers returned to FIND THE
       CHILDREN at, 2656 29th Street. Suite 203, Santa Monica, CA 90405, within thirty (30) days of
       receiving notice of termination.

11.    The exception to the above paragraph 8 shall be in the event that FIND THE CHILDREN or the
       VENDOR is not in compliance with all necessary and applicable laws, statures, regulations
       and/or zoning ordinances. This contract may then be terminated without notice.

12. If any term of this Agreement is or becomes void, voidable or unenforceable for any reason
    whatsoever, then that provision or those provisions shall be deemed severed form the balance of
    the Agreement and all other provisions thereof shall remain in full force and effect.

13. Any notice permitted or required to be given hereunder to any party shall be in writing and shall be
    sent by certified mail return receipt requested. Unless a party notifies the other that their address has
    changed, all notices shall be sent to Find The Children, 2656 29th Street. Suite 203, Santa Monica, Ca
                                                                                                     Page 4 of 6

       14.     This Agreement shall insure to the benefit of and be binding upon the parties and their
               respective heirs, personal representatives, administrators, successors and assigns.

       15.     The parties agree that the laws of the State of California shall apply to its interpretation and

       16.     The parties acknowledge and agree that this Agreement shall be deemed to have been
               entered into in the State of California and the law of said state shall be applied in each and
               every instance when a question or dispute shall arise. The parties further acknowledge and
               agree that should a dispute arise which the parties cannot settle between themselves, then in
               that event, the matter will be submitted to binding arbitration in accordance with the rules of
               the American Arbitration Association in Los Angeles, California. The decision of the arbitrator
               appointed by the American Arbitration Association shall be binding upon each of the parties
               hereto, and that arbitrator shall have the right to assess costs, as he or she deems appropriate.

       17.     This Agreement constitutes the entire Agreement between the parties. Its making has not been
               induced by and the parties do not rely upon any oral representation or writing not incorporated
               herein and made a party hereof. This Agreement shall not be amended, altered or qualified
               except by a memorandum in writing signed by both parties.

By signing this Agreement, I/We understand FIND THE CHILDREN is to be released, indemnified and its directors,
officers, volunteers and authorized agents are to be held harmless from any and all liability, claims and causes
which may result or arise from the VENDOR and/or vending machines/honor boxes.


VENDOR (Company name and/or personal name and title)


       Signature Karen Strickland, Executive Director, Find The Children
                                                                                                   Page 5 of 6

       VENDOR’S NAME                                                 DBA (COMPANY NAME)


       CITY                                            STATE                     ZIP CODE

Subscription Payment Calculation

Item Description                Quantity of Stickers       x   Contract Length            Totals
                                 (1 per Machine)                (# of Months)

Sticker Subscription                    _______        x          _______        =        $_________
(_______ through 01/31/2010)
 Current Month

Sticker Subscription                    _______        x           __12__        =        $_________
(02/01/09 – 01/31/2010)

One-Time Licensing Fee                                                           =        $ __5.00___

PayPal processing Fee                                                            =        $ _5.00___

Shipping Options (check one)
     FREE Shipping – (Sent via regular U.S. Mail) (Please write $0.00)
     RUSH Shipping – (Sent via Express Mail) (Please write $16..25)             =        $ _________

                                                                                 Total:   $__________

Make checks payable to Find The Children.
Money Orders and Cashiers Checks are also acceptable and will expedite shipment of stickers.

Mail to: Find The Children
                2656 29th Street
                Suite 203
                Santa Monica, CA 90405

    1. If paying through PayPal you can fax or email your application to:

              Fax: (310) 314-3169

    Once we receive your confirmation through PayPal we can process your request.
                                                                                                              Page 6 of 6

Please make a list of ALL of your locations. If your locations are not yet secured, please return the entire
contract and submit your location sites, as they become known to you. (Attach separate sheet if necessary.)

Name                                                       Name

Address                                                    Address

City                     St      Zip                       City                     St       Zip

Phone                                                      Phone

Name                                                       Name

Address                                                    Address

City                     St      Zip                       City                     St       Zip

Phone                                                      Phone

Name                                                       Name

Address                                                    Address

City                     St      Zip                       City                     St       Zip

Phone                                                      Phone

Name                                                       Name

Address                                                    Address

City                     St      Zip                       City                     St       Zip

Phone                                                      Phone

Name                                                       Name

Address                                                    Address

City                     St      Zip                       City                     St       Zip

Phone                                                      Phone

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