ATM Placement Agreement

ATM Placement Agreement

This ATM Placement Agreement ("Agreement") is entered into on by and between:

Client Name:

Provider Name:

Recitals

WHEREAS, Provider owns and operates automated teller machines (ATMs) and provides ATM placement, operation and settlement services; and

WHEREAS, Client operates premises at which Provider desires to place and operate one or more ATMs under the terms set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations regarding installation, operation, revenue sharing, access, maintenance and termination.

Scope of Work

Provider shall place, install, operate and maintain the ATM(s) at the Client premises described below. Provider's obligations include installation, cash replenishment, network connectivity, signage and routine maintenance. Client's obligations include providing secure, accessible space for the ATM, electrical power, reasonable protection from vandalism and cooperation with Provider's access for servicing.

Payment Terms

Placement Fee or Monthly Minimum: Provider shall pay Client a placement fee or monthly minimum in the amount of $ payable in accordance with the schedule below.

Revenue Share (if applicable): Provider shall remit to Client of net surcharge revenue, calculated after network and processing fees and chargebacks, payable with each regular payment.

Late Payment: Any amount not paid when due shall accrue a late fee equal to after a grace period of days. Late fees are in addition to all other remedies available at law or in equity.

Term and Termination

Term: This Agreement commences on the Start Date: and continues until the End Date: unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Agreement without cause upon written notice delivered at least days prior to the effective termination date.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Each party shall treat as confidential all non-public information furnished by the other party in connection with this Agreement, including but not limited to transaction volumes, settlement information, financial terms, security protocols, and customer data ("Confidential Information"). Confidential Information shall not be disclosed to any third party except as necessary to perform this Agreement or as required by law. The receiving party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, or longer as required by applicable law with respect to personal or financial data.

Access, Maintenance and Insurance

Provider shall be responsible for regular maintenance, cash replenishment and network connectivity. Client shall provide safe and convenient access for Provider to perform maintenance during normal business hours and, in emergency circumstances, after reasonable notice. Provider shall maintain commercially reasonable insurance covering theft, vandalism and liability related to the ATM and shall provide certificates of insurance upon Client's reasonable request.

Indemnification

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, agents and employees from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's negligence, willful misconduct, breach of this Agreement, or violation of law in connection with the placement or operation of the ATM.

Records and Audit

Provider shall maintain complete and accurate records relating to ATM transaction volumes, surcharge revenues and settlements. Client or its designated auditor may, upon reasonable prior notice, inspect and audit such records during normal business hours to verify payments due under this Agreement. Any underpayment discovered by audit shall be promptly paid by Provider with interest; any overpayment shall be credited or refunded to Client.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. Any dispute arising under this Agreement shall be resolved by negotiation between senior representatives of the parties and, if unresolved, by binding arbitration conducted in the county where the ATM is located, unless otherwise agreed in writing.

Entire Agreement

This Agreement, including any schedules and written exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No amendment or modification shall be binding unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or successor in connection with a sale of substantially all of its assets or a merger. Notices: All notices shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing.

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