Contract

This is a generic contract!

Each contract is altered to reflect the confidential agreements made between Kiosk Computer Services and each new Vendor.

 

Kiosk Computer Services (Generic) Contract

 

This CONTRACT is entered into by and between _____________________ (“Vendor”) and Kiosk Computer Services, (“Contractor”) to be effective as of ___________, 200___.

RECITALS

(A) The Vendor desires that coin operated computers be made available on the premises for the benefit and convenience of its patrons; and

(B) The Contractor represents that it has the knowledge, ability, equipment, and personnel to provide coin operated kiosk computer services at their location, and the Vendor in reliance on such assurance is willing to contract in such capacity on the terms and agreements expressed below.

TERMS AND CONDITIONS

THEREFORE, in consideration of the mutual benefits and the covenants herein the parties agree as follows:

Section 1.
TERM OF CONTRACT

The term of this Contract (the “Term”) commences on ____________, 200__ and expires on ______________, 200__, unless earlier terminated as provided in Section 3. The Agreement may be extended by written agreement of the Contractor and Vendor.

Section 2.
VENDOR’S OBLIGATIONS

2.1 Commencement of Computer Services. As of the Effective Date of this Contract, Vendor shall commence computer Internet service operations on the premises under the terms and conditions hereof. For the kiosk unit, Vendor shall provide a secure and well monitored location with an Internet and power connection available at point of install. Vendor is responsible for the security and welfare of the kiosk computer(s) and all its components and will exercise due diligence with respect to the care and custody of Kiosk Computer Services’ equipment.

2.2 Prices for Services. Contractor has full discretion to change the coin box pricing and configuration without notice to the Vendor.

2.3 Services Offered. Services (programs, advertising, configuration) offered on each computer are left to the full discretion of the Contractor and may be changed without notice to the Vendor. Contractor will advertise like businesses on kiosks in Vendors' establishment.

2.4 On-Call Service. Contractor will provide maintenance and repair service for its kiosks. Contractor will make available to Vendor a telephone number for service calls. Contractor's representatives may enter the Vendor’s premises at reasonable times to install, repair, update, and remove its kiosks.

2.5 Maintaining Kiosk(s). In consideration of the travel distance to remote locations, Vendor will work with Contractor in an effort to minimize unnecessary service trips and to keep the computer kiosks operational. Vendor will provide personnel to handle minor problems (eg. Reboot computer, change out monitors, etc.). When a problem occurs, a phone call will be placed by Vendor to Contractor so appropriate measures to correct any problems can be discussed and implemented. Contractor is responsible for making any maintenance and repair decisions related to the welfare of KCS property. Vendor, in good faith, will comply with Contractors decisions. Vendor will keep kiosk(s) clean of dirt, dust, and garbage. Contractor shall service all its computers and related equipment as often as is necessary to keep the machines and equipment properly maintained and in good working order. Contractor will maintain a program of regular preventive maintenance and replacement of worn, damaged, or malfunctioning components. Contractor will clean all messes that occur while repairing, cleaning, upgrading, or maintaining its kiosks.

2.6 Power Outage. Vendor or its staff will not unplug, turn off, tamper with or manipulate kiosk(s) in any way, shape, or form! Should a situation arises, as a result of a power outage, Vendor will notify Contractor immediately so appropriate measures to correct any problems can be discussed and implemented.

2.7 Operating Notices. Contractor will affix to each Kiosk a prominent notice containing instructions on how to (1) operate the machine, (2) report problems.

2.8 Refunds. Contractor will not provide refunds due to situations beyond its control such as, power outage, Internet outage, computer being out of order and not having been reported, or out of order signs being removed. Vendor shall be responsible for notifying Contractor of kiosk being out of order, needing to be re-set, in need of repair and maintaining out of order signage. Contractor will supply a written form that Vendor will use as a log to record all problems and situations regarding kiosk system(s) Attachment “C”.

2.9 Costs of Operation. Contractor shall have sole responsibility for paying all costs related to maintenance and service of its kiosk(s). Vendor shall furnish Contractor with electrical energy and Internet connection, to location of installation, for operation of Contractor’s kiosk(s) on premises free of charge.

2.10 Advertising and Signage. Vendor will allow posting of signs around the kiosk area and elsewhere on the premises. Vendor will include and promote KCS Internet services through external advertising, such as websites, tourist guides, brochures, and rolling ads, when deemed appropriate and possible. Contractor will approve all signs and posters advertising kiosk services before being posted. Contractor will, within forty-eight (48) hours after termination of this Contract, remove all kiosks and associated equipment placed on the premises.

Section 3.
ROYALTY, PAYMENTS AND REPORTS

3.1 Contractor will pay Vendor each month a Royalty, as described in Section 2.2. Royalty will be based on ____% of kiosk revenue before exclusion of taxes. Contractor will pay Vendor the Royalty due on or before the last day of the month that follows the month in which the royalty was earned. Contractor shall make all Royalty checks payable to “___________________________________”, and shall deliver the monthly payments to Vendor’s place of business, accompanied by a written report for the preceding month, showing the Royalty due and the dollar amount of revenue (1) from each kiosk, and (2) from each kiosk location. The report will also contain a summary showing all monthly and year- to-date sales by Contractor on promises from kiosk operations.

3.2 Contractor will keep accurate records of revenue generated on premises and will make these records available to Vendor upon request during the Term of the Agreement and for up to four years after the expiration of the Term. Contractor shall permit authorized representatives of Vendor to accompany Contractor's employees during cash collection and counting and to randomly examine the receipts of the kiosk(s) operated by Contractor.

Section 4.
DEFAULT AND TERMINATION

4.1 This Contract may be terminated immediately by Contractor, at any time, when resolution to any problem is not possible.

4.2 Vendor will have the right to terminate this Agreement after discussing, in good faith, with Contractor; any problems that may have arisen and cannot be resolved. (Lack of revenue does not constitute a problem).

4.3 Contractor will, within forty-eight (48) hours after termination of this Contract, remove all kiosks and associated equipment placed on the premises.

4.4 For a period of twelve (12) months after Contract has been terminated by Vendor, Vendor shall not, directly or indirectly, engage in or compete in same or similar business as Kiosk Computer Services.

Section 5.
LOCATION OF KIOSK

The physical location of kiosk will be: _____________________________________________________________________________.

Once installed, Vendor will notify and work with Contractor if the kiosk needs to be moved. Contractor will provide a “Kiosk Moving Procedure” to Vendor. Should damage occur, as a result of Vendor moving the kiosk, Vendor will be financially responsible for all monetary and labor costs ($50.00/hr.) incurred to repair or replace the kiosk and its components.

Section 6.
NOTES AND AMENDMENTS

________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

IN WITNESS WHEREOF, Vendor and Contractor have caused their authorized representatives to execute and deliver this Agreement, to be effective as of the day and year first above written.

CONTRACTOR                                                          VENDOR
By:       Kiosk Computer Services                                   By: __________________________
Name:   Rob Knorr                                                        Name: _______________________
Title:     Owner/Manager                                                 Title: ________________________

Signature: ____________________                              Signature: ____________________

Date Signed: _________________                                Date Signed: ________________

Section 7.
ATTACHMENTS

The following attachments are included as part of the KCS folder that is provided to new Vendors.

Attachment A – Contractor Information

Attachment B – Vendor Inventory Sheet

Attachment C – Problem Reporting Log

Attachment D – Kiosk Instructions

Attachment E – Out of Order Sign

Attachment F – Kiosk Moving Procedure

Attachment G - Royalty Payment Schedule

Atachment H - Cash Collection Report