Vending Services & Location Agreement (Texas)

VENDING SERVICES & LOCATION AGREEMENT

This Vending Services & Location Agreement (“Agreement”) is entered into as of ____/____/________ (“Effective Date”) by and between:

Vendor and Location may be referred to individually as a “Party” and collectively as the “Parties.”

1. PURPOSE; SCOPE

1. Purpose. Location grants Vendor the right to install, operate, service, and maintain vending equipment at the premises identified in Exhibit A (the “Premises”) in accordance with this Agreement.
2. Services. Vendor will:
   • install and operate the vending machines listed in Exhibit C (the “Machines”);
   • stock, rotate, and maintain products in accordance with Exhibit D;
   • collect sales proceeds and reconcile commissions or fees, if any, pursuant to Exhibit B;
   • provide maintenance, servicing, and sanitation as set forth herein.
3. Independent Contractor. Vendor is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, or employment relationship.

2. TERM; RENEWAL

1. Initial Term. The initial term of this Agreement shall be ________________________, beginning on the Effective Date.
2. Renewal. Renewal terms, if any: ____________________________________________________________.

3. INSTALLATION; PLACEMENT; UTILITIES

1. Installation Date. Target installation date: ____/____/________.
2. Placement. Location shall designate placement areas within the Premises. Final placement is subject to reasonable access, safety, electrical availability, and code compliance.
3. Utilities. Location shall provide adequate electrical power and, if applicable, network connectivity at no cost unless otherwise stated here: ____________________________________________________________.
4. Alterations. Vendor shall not make permanent alterations without prior written consent. Any approved alterations shall remain the property of Location unless otherwise agreed.

4. PRODUCTS; PRICING; PLANOGRAMS (NEGOTIABLE)

1. Product Selection. Approved product categories, restrictions, and special requirements shall be defined in Exhibit D.
2. Pricing Authority. Pricing authority, price caps, or approvals (if any): ____________________________________________________________.
3. Compliance. All products shall be commercially packaged and labeled in accordance with applicable laws and manufacturer requirements.
4. No Alcohol / Tobacco / Regulated Products Unless Approved. Vendor will not sell alcohol, tobacco, vaping products, controlled substances, or other age-restricted/regulatory products unless expressly authorized in writing in Exhibit D and compliant with Texas and local regulations.

5. SALES METHODS; CASHLESS; TAXES (TEXAS)

1. Payment Types. Machines may accept cash, coin, EMV chip cards, contactless cards, mobile wallets, and other cashless payment methods as listed in Exhibit C.
2. Cash Handling. Vendor is solely responsible for cash collection, counting, transport, and reconciliation. Location shall not be responsible for cash shortages unless caused by Location’s negligence or willful misconduct.
3. Cashless Processing & PCI. Vendor shall use a reputable third-party payment processor and maintain commercially reasonable safeguards consistent with PCI DSS standards. Vendor does not store cardholder data on the Machines.
4. Telemetry & Data. Vendor may collect machine telemetry and aggregate sales data. Vendor does not collect customer personal identifying information beyond that processed by the payment processor.
5. Sales & Use Taxes (Texas). Unless otherwise specified in Exhibit B:
   • Vendor is responsible for Texas sales and use tax reporting and remittance.
   • Any commissions or fees payable to Location are calculated exclusive of sales tax.

6. SERVICE LEVELS; MAINTENANCE

1. Service Frequency. Machines shall be serviced on the following schedule: ____________________________________________________________.
2. Response Times.
   • Non-critical issues: ________________________
   • Critical issues: ________________________
3. Condition. Vendor shall maintain Machines in good working order and reasonably clean condition. Location shall maintain the surrounding area in a reasonably clean, safe, and accessible condition.
4. Refunds & Complaints. Refund and customer issue handling method: ____________________________________________________________.

7. COMPENSATION; COMMISSIONS; FEES (NEGOTIABLE)

All financial terms are defined exclusively in Exhibit B, including commission/revenue share, any fixed fees, reporting frequency, payment timing, and any allocation of processor fees/chargebacks.

8. ACCESS; SECURITY; LOSS

1. Access. Location shall provide Vendor reasonable access during normal business hours or as specified: ____________________________________________________________.
2. Security / Non-Interference. Location shall not intentionally tamper with, disable, move, unplug, or obstruct Machines except as reasonably necessary for safety emergencies.
3. Damage / Theft / Vandalism Allocation (NEGOTIABLE). Allocation for damage, theft, or vandalism: ____________________________________________________________.

9. OWNERSHIP OF MACHINES; NO LIENS

1. Ownership. All Machines and related equipment remain the sole property of Vendor unless otherwise stated in writing.
2. No Liens. Location shall not allow liens to attach to the Machines and shall not represent to any third party that the Machines are owned by Location.

10. EXCLUSIVITY (OPTIONAL)

Exclusivity terms, if any (including category limits and exceptions): ____________________________________________________________.

11. INSURANCE (TEXAS)

1. Required Coverage. Vendor shall maintain the following coverage with insurers authorized to do business in Texas:
   • Commercial General Liability: $1,000,000 per occurrence / $2,000,000 aggregate
   • Workers’ Compensation as required by Texas law (or lawful opt-out where permitted)
   • Commercial Auto (if applicable): $1,000,000 combined single limit
   • Product liability included in CGL
2. Additional Insured. Upon written request, Location will be named as an Additional Insured on Vendor’s CGL with respect to liability arising from Vendor’s operations at the Premises.
3. Certificates. Vendor will provide certificates of insurance upon request.

12. INDEMNIFICATION; LIMITATION OF LIABILITY

1. Vendor Indemnity. Vendor shall defend, indemnify, and hold harmless Location and its officers, directors, employees, and agents from third-party claims, damages, and expenses (including reasonable attorneys’ fees) arising out of Vendor’s (i) negligence or willful misconduct, (ii) breach of this Agreement, or (iii) defective products to the extent caused by Vendor’s handling/storage outside manufacturer guidelines.
2. Location Indemnity. Location shall defend, indemnify, and hold harmless Vendor and its officers, directors, employees, and agents from third-party claims arising out of Location’s (i) negligence or willful misconduct, (ii) breach of this Agreement, or (iii) unsafe premises conditions under Location’s control.
3. Limitation of Liability. To the maximum extent permitted under Texas law, neither Party shall be liable to the other for indirect, incidental, special, consequential, or punitive damages (including lost profits or business interruption), even if advised of the possibility of such damages, except for: (a) indemnification obligations, (b) gross negligence or willful misconduct, or (c) unpaid amounts expressly owed under this Agreement.

13. COMPLIANCE WITH LAWS

Each Party shall comply with all applicable federal, state, and local laws and regulations.

14. CONFIDENTIALITY (OPTIONAL)

Confidentiality obligations, if any: ____________________________________________________________.

15. TERMINATION; REMOVAL; NO ABANDONMENT

1. Termination for Convenience. Either Party may terminate this Agreement for any reason upon ____ days’ written notice.
2. Termination for Cause. Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure within ____ days after receipt of written notice.
3. Removal. Vendor shall remove Machines within ____ days of termination or expiration, during normal business hours, and restore the area to substantially its prior condition, reasonable wear and tear excepted.
4. No Abandonment; No Forfeiture. Machines shall not be deemed abandoned solely due to Vendor’s failure to remove them within the removal period. Title to Machines does not transfer to Location absent a separate written bill of sale signed by Vendor.
5. Storage Fees (Optional). If Machines are not removed after the removal period and written notice, Location may charge reasonable storage fees if specified here: ____________________________________________________________.

16. NOTICES

Notices must be in writing and delivered to the addresses below (or updated by notice):

17. ASSIGNMENT; SUBCONTRACTING

1. Assignment. Neither Party may assign this Agreement without the other Party’s prior written consent, except to an affiliate or in connection with a merger/sale of substantially all assets, provided the assignee assumes obligations in writing.
2. Subcontractors. Vendor may use subcontractors for servicing/stocking provided Vendor remains responsible for performance.

18. FORCE MAJEURE

Neither Party is liable for delays caused by events beyond reasonable control (e.g., natural disasters, war, labor disruptions, supply chain interruptions), provided prompt notice is given and performance resumes as soon as practicable.

19. GOVERNING LAW; VENUE (TEXAS)

1. Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Texas, without regard to conflict-of-laws principles.
2. Venue. Exclusive venue for any action arising out of or relating to this Agreement shall lie in the state or federal courts located in __________________ County, Texas, and the Parties consent to personal jurisdiction therein.

20. MISCELLANEOUS

1. Entire Agreement. This Agreement (including Exhibits) is the entire agreement and supersedes prior discussions.
2. Amendments. Amendments must be in writing and signed by both Parties.
3. Severability. If any provision is unenforceable, the remainder remains effective.
4. Counterparts; E-Sign. This Agreement may be executed in counterparts and by electronic signature, each of which is deemed an original.

SIGNATURES

EXHIBITS