VENDING MACHINE AGREEMENT

This Vending Machine Agreement (hereinafter referred to as the “Agreement”) is made on [INSERT THE DATE ON WHICH THIS AGREEMENT COMES INTO FORCE] (hereinafter referred to as the “Effective Date”) between:

[INSERT THE NAME OF THE OWNER], having registered office at [INSERT THE ADDRESS OF THE OWNER] (hereinafter referred to as the “Owner” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); and 

[INSERT THE NAME OF THE VENDOR], having registered office at [INSERT THE ADDRESS OF THE VENDOR] (hereinafter referred to as the “Vendor” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns).

The “Owner” and the “Vendor” together shall be referred to as “Parties” and individually as a “Party”.

WHEREAS

1. The Parties desire to enter into this Agreement for the purpose of installing and operating vending machines on the premises owned by the owner.
2. The Owner is willing to provide the Vendor with the designated vending space on the premises according to the set terms and conditions of this agreement.
3. Vendor is engaged in the business of purchasing, installing and servicing vending machines for certain listed products [INSERT THE LISTED PRODUCTS FOR WHICH VENDOR IS ENGAGED].
4. The Owner and Vendor mutually agree to the terms and conditions outlined in this Agreement, which governs the working relationship between the parties.
5. The parties are duly authorized and have the capacity to enter into this agreement.
6. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. DEFINITIONS
   1. “Vendor” shall mean an individual or entity responsible for installing, operating and maintaining the vending machines on the premises owned by the Owner.
   2. “Owner” shall mean an individual or entity who owns the premises and grants the vendor the right to install and operate vending machines on the premises.
   3. “Confidential Information" means any non-public information, data, documentation, trade secrets, know-how, or any other information disclosed by one party (Owner) to the other party (Vendor) in connection with this agreement , whether in written, oral, electronic, or any other form, and identified as confidential or which the Parties should reasonably understand to be confidential.
   4. “Intellectual Property” refers to any patents, trademarks, service marks ,trade names, copyright, trade secrets, know-how or other intellectual property rights, applications, registrations mentioned in this agreement thereof.
2. SCOPE
   1. The purpose of this Agreement is to establish the terms under which the Vendor will install, operate, maintain, and supply vending machines on the Owner’s premises. This Agreement covers the placement of vending machines, regular restocking with products and other mutually agreed-upon items, as well as routine service and maintenance of the machines. The Vendor shall be solely responsible for the management, repair, and removal of the machines. The Agreement also includes terms related to compensation for the Owner, insurance, liability, and general obligations of both Parties. This Agreement does not constitute a lease or grant of any property interest in the premises and does not create an employer-employee or partnership relationship between the Parties.
3. TERM
   1. This Agreement shall commence on the effective date of [INSERT DATE OF AGREEMENT] and continue for [INSERT TERM PERIOD OF AGREEMENT IN DAYS/MONTHS/YEARS] as agreed by the parties. The Agreement may be terminated earlier in accordance with the termination provisions set forth herein, including termination upon mutual written consent or any other conditions specified within the Agreement that allow for early termination.
4. OWNERS’ OBLIGATION
   1. The Owner shall grant the Vendor the right to install and operate the vending machines at the designated Location within the premises, as specified in this Agreement.
   2. The Owner shall ensure that the Location is accessible to the Vendor during the agreed operating hours and that it meets all necessary safety and regulatory requirements.
   3. The Owner shall promptly inform the Vendor of any planned maintenance or utility disruptions that may affect the operation of the vending machines.
   4. The Owner shall maintain the premises, including the location of the vending machine, in a safe and clean condition, ensuring a suitable environment for the operation of the vending machines.
   5. The Owner shall not lease, sublease, or assign the Vending Space or any part thereof to any third party without the Vendor's prior written consent.
   6. The Owner shall promptly notify the Vendor of any security concerns or incidents within the premises that may impact the safety of the vending machines or the Products.
5. VENDOR’S OBLIGATION
   1. The Vendor shall ensure that the vending machine and all related products are fully operational and functional during the term of this agreement. The Vendor shall maintain the vending machine in a clean and presentable condition free from any defects and malfunctions that may affect the proper functioning of the vending machine
   2. The Vendor shall promptly restock the vending machine with high quality products as and when needed.
   3. The Vendor shall promptly respond to any repair and maintenance requests from the Owner and shall inform the Owner in writing of any changes to the products, prices or other relevant information related to the operation of the vending machine.
   4. The Vendor shall handle any customer complaints or disputes arising from the use of the vending machines in a professional and courteous manner, aiming to resolve them to the satisfaction of the customers and the Owner.
   5. The Vendor shall cooperate with the Owner in any marketing or promotional activities related to the vending machines and the Products, as agreed upon by both Parties.
   6. The Vendor shall comply with all applicable laws, regulations, and health and safety standards related to the operation and maintenance of the vending machine and the sale of the Products.
   7. The Vendor shall not engage in any activity or conduct that may bring Dispute to the Owner, the premises, or the Products sold through the vending machine.
6. PRODUCTS DESCRIPTION
   1. The Vendor shall supply the vending machine with the products mentioned in Exhibit-A. The prices of the product shall be set forth in Exhibit-A along with the list of products. The Vendor reserves the right to modify the prices of the product with prior written notice to the Owner.
   2. The Vendor shall ensure that the products provided for sale are of high quality, properly packed and compliant with all applicable laws and regulations.
7. OWNERSHIP
   1. Owner hereby acknowledges that all right, title and interest in vending machine and vending products shall at all times remain that of the vendor, including all monetary profits (with the exception of owner payment, defined in this agreement) with respect to vending machines.
   2. Owner shall have no right, title or interest therein, and owner is not authorized to grant any right or license with respect thereto except as expressly set forth in and permitted under this agreement.
8. POSSESSION AND SURRENDER
   1. Owner shall be entitled to possession of the Vending Machine on the first day of the Term. At the expiration of the Term or Termination of this Agreement, the Owner shall surrender the Vending Machine to the Vendor in good condition as it was at the commencement of this Agreement.
9. PAYMENT
   1. Vendor hereby agrees to pay to Owner the following amount [INSERT THE AMOUNT TO BE PAID TO OWNER BY VENDOR ON MONTHLY BASIS] on a monthly basis or [INSERT THE PERCENTAGE OF REVENUE FROM SALES WHICH IS TO BE PAID TO OWNER BY VENDOR] % of revenue from the sales of the Products to the Owner as agreed upon by both the parties.
   2. Payments shall be paid by Vendor to Owner on or before [INSERT DUE DATE FOR PAYMENT]. Payments shall be made in [INSERT CURRENCY OF PAYMENT] through [INSERT MODE OF PAYMENT].
   3. Amounts not paid when due shall be subject to interest at a rate of [INSERT THE PERCENTAGE OF INTEREST TO BE CHARGED ON NON-PAYMENT OF AMOUNT WHEN DUE] % per month or, the maximum rate of interest allowed by law, whichever is less calculated from the due date.
10. REPRESENTATIONS AND WARRANTIES
    1. Each party represents and warrants that it has the full right, power, and authority to enter into and perform its obligations under this Agreement. The execution and performance of this Agreement shall not violate, interfere with, or infringe upon the rights of any third party, whether pursuant to a written agreement or otherwise.
    2. Furthermore, each party represents that it has obtained all necessary approvals and has complied with all applicable laws, ordinances, codes, rules, and regulations relevant to its entry into and performance of this Agreement.
    3. The Vendor further warrants that the services provided under this Agreement shall be of the best quality, performed in a professional and workmanlike manner, and in accordance with industry standards.
11. MAINTENANCE AND REPAIR
    1. Owner shall not repair service, maintain, replace, relocate, move, remove, or stock vending machines and shall not let any third party to do so. The Vendor must make commercially reasonable efforts to keep the vending machine in excellent functioning order and condition at all times.
    2. During the term of this Agreement the Vendor shall have sole authority to repair, replace, refurbish, or remove the vending machine. Regardless of the foregoing, Owner commits to do its best efforts at all times to keep the Vending Machine clean and sanitary, free of all advertising and other items.
    3. Furthermore, Owner promises to promptly notify Vendor of any need for repair or service, as well as any consumer complaints about the Vending Machine.
12. UTILITIES
    1. Owner shall be responsible to provide electricity, water and/or any other utility service required to operate the vending machine at Owner’s expense.
    2. Owner shall ensure that all the utilities are functional and available during the operating hours, as agreed upon by both the parties.
    3. The Vendor shall promptly notify in writing of any issues or disruptions related to utilities that may affect the functioning of the vending machine.
13. INSURANCE AND LIABILITY
    1. The vendor shall maintain the insurance of the vending machine from time to time. Owner shall not be held liable for any damages, losses, injuries, or claims arising from the operation of the vending machine.
14. THEFT AND VANDALISM
    1. The vendor shall be responsible for bearing the loss of the vending machine arising from theft, vandalism or malicious damage unless such incidents are directly caused by the Owner actions or negligence.
    2. The Owner shall ensure and implement security measures to enhance the overall security of the vending machine and the products.
    3. The Parties shall collaborate and share any relevant information concerning suspicious activities or incidents that may jeopardize the security of the vending machine.
    4. In the event that theft and/or vandalism continue, Vendor reserves the right to remove vending machine without notice and without penalty, loss or default under this agreement.
15. CONFIDENTIALITY
    1. The contents of the present Agreement, the terms, and conditions of cooperation between the Parties, and the information disclosed by the Parties to each other as part of the present Agreement shall constitute a commercial secret. The Parties are obligated both during all validity periods of the Agreement and within three years after its expiration, under no circumstances to disclose the information, which is the commercial secret, and agree to provide measures for protection of confidentiality of the information. The information constituting a commercial secret shall be disclosed only to those employees of the Parties who are directly involved in the execution of the present Agreement. Nevertheless, the information constituting a commercial secret may be disclosed by the Party because of a lawful demand of a state body or by a court decision. In such a case, the Party disclosing the information constituting a commercial secret shall immediately notify the opposite Party in writing on the fact of receipt of the requirement to provide this information.
16. TERMINATION
    1. Either party may terminate this agreement by giving [INSERT NUMBER OF DAYS WITHIN WHICH THE NOTICE OF TERMINATION SHALL BE GIVEN] written notice to the other party. In the event of a material breach of any provision of this Agreement by either Party, the non-breaching Party may terminate this Agreement immediately upon written notice to the breaching Party.
    2. Upon termination, the Vendor shall promptly remove all vending machines and any related equipment or materials from the Location, restoring the premises to its original condition.
17. INDEMNIFICATION
    1. Each party (“Indemnifying Party”) shall indemnify, defend, and hold harmless the other party, its affiliates, officers, directors, employees, agents, successors, and assigns (“Indemnified Party”) from and against any and all claims, demands, actions, suits, or proceedings initiated by third parties, as well as any resulting liabilities, damages, losses, costs, and expenses, including reasonable attorneys’ fees, to the extent such claims arise from;
       1. any breach by the Indemnifying Party of its covenants, agreements, or obligations under this Agreement;
       2. any inaccuracy or material misrepresentation in the representations or warranties made by the Indemnifying Party; or
       3. any claim that the use, licensing, or commercialization of intellectual property or proprietary rights by the Indemnifying Party infringes, misappropriates, or otherwise violates the rights of any third party. The Indemnified Party shall provide prompt written notice of any claim for which indemnification is sought, and the Indemnifying Party shall have the right to assume and control the defense with counsel of its choosing, subject to the Indemnified Party’s reasonable approval.
    2. The Indemnified Party shall cooperate in good faith, and while it may participate in the defense at its own expense, the Indemnifying Party shall not settle any claim without the Indemnified Party’s prior written consent if such settlement imposes liability, does not provide a full release, or includes an admission of wrongdoing. Indemnification shall not apply to the extent that the claim arises from the Indemnified Party’s own willful misconduct, negligence, or material breach of this Agreement.
18. LIMITATION OF LIABILITY
    1. 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 the vendor with respect to the vending machine giving rise to such claim.
19. DISPUTE RESOLUTION
    1. The Parties shall endeavor to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
    2. All disputes arising under this agreement shall be governed by and interpreted in accordance with the Arbitration laws of [INSERT COUNTRY/STATE OF ARBITRATION] , without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this Agreement to Arbitration in [INSERT COUNTRY/STATE OF ARBITRATION] before a single arbitrator. The arbitrator shall be selected by mutual agreement of the parties. The venue of Arbitration proceedings shall be [INSERT NAME OF COUNTRY AND CITY WHERE ARBITRATION SHALL BE CONDUCTED] No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. The decision of the Arbitrator shall be final and binding upon the parties.
20. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT THE COUNTRY/STATE WHOSE LAWS WILL BE APPLICABLE] irrespective of where the Vending machine is used.  
    2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
       1. By direct negotiations between the Owner and Vendor. 
       2. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE PLACE THAT SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF DISPUTES] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
21. FORCE MAJEURE
    1. No failure or omission by the Vendor or the Owner in the performance of any obligation under this Agreement shall be deemed a breach of this Agreement or create any liability if the same arises on account of force majeure, which term shall include any event or cause beyond the control of the Vendor or the Owner, as the case may be, including but not restricted to natural disasters, acts or omissions of any government, or agency thereof, pandemic, social implications, or transportation embargoes, provided that the party relying on this Section shall forthwith after any such event give written notice to the other party of its inability to perform such obligation and the reasons therefore.  If force majeure continues for a period of more than [INSERT NUMBER OF DAYS] days, without the parties hereto being able to develop an alternative satisfactory arrangement, then either party has the option of immediately terminating this Agreement.
22. NOTICES
    1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] Business Day following resumption of regular postal service:
       1. If to the Owner: [INSERT EMAIL ID OR/AND ADDRESS OF OWNER]
       2. If to the Vendor: [INSERT EMAIL ID OR/AND ADDRESS OF VENDOR]
    2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
23. INDEPENDENT CONTRACTOR
    1. The Vendor acknowledges that they are solely an Independent Contractor and is not an employee, agent, partner of the Owner. The Owner will provide the Vendor with the details of the Services it wants the Vendor to undertake and perform henceforth. The Owner shall not withhold any taxes or any amount or payment due to the Vendor and which it owes to the Vendor in regard to the services rendered by it to the Owner.
24. MISCELLANEOUS
    1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
    2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be English.
    3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
    4. Entire agreement: This Agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
    5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
    6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
    7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
25. INDEPENDENT LEGAL ADVICE
    1. The Parties are advised to seek independent legal counsel before entering into this Agreement. Each Party acknowledges that they have been given a reasonable opportunity to consult with an attorney of their choosing regarding the terms, conditions, and obligations set forth in this Agreement, including any restrictions or commitments imposed herein.
    2. By signing this Agreement, the Parties confirm that they have either sought such independent legal advice or voluntarily chosen to proceed without it. Each Party further represents that they are entering into this Agreement knowingly, voluntarily, and with a full understanding of its provisions. The Parties acknowledge that they are not relying on any statements, promises, or representations made by the other Party or any representative thereof that are not expressly included in this Agreement.
26. DECLARATION
    1. The Parties hereby acknowledge that the terms herein have been read, fully understood, and expressly agreed to, and hereby commit to performing their obligations with due diligence, honesty, and in good faith. The Parties hereby agree to foster a collaborative environment that promotes transparent communication and timely resolution of any issues, thereby ensuring compliance with all applicable laws and industry best practices.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Owner

Name: [INSERT THE NAME OF OWNER/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [INSERT THE DATE ON WHICH OWNER SIGNS THE AGREEMENT]

Signed, sealed and delivered on behalf of Vendor

Name: [INSERT NAME OF VENDOR/SIGNING AUTHORITY AND DESIGNATION]

Signature: 

Date: [INSERT THE DATE ON WHICH VENDOR SIGNS THE AGREEMENT]

EXHIBIT –A

(PRODUCT DESCRIPTION AND PRICE)

[INSERT PRODUCT DESCRIPTION AND PRICE]