Kiosk Management Agreement

Kiosk Management Agreement

Agreement Date:

This Kiosk Management Agreement (the Agreement) is entered into effective as of the date above by and between:

Owner Name:

Manager Name:

Recitals

WHEREAS, Owner is the lawful owner of a kiosk located at: (the Kiosk); and

WHEREAS, Manager represents that it has the expertise and personnel to operate, stock, maintain, staff and otherwise manage the Kiosk; and

WHEREAS, Owner desires to engage Manager to provide kiosk management services and Manager agrees to provide such services on the terms and conditions set forth herein.

Scope of Work

Manager shall provide the following services with respect to the Kiosk. Unless otherwise specified in writing, services shall include the items listed below. Manager shall perform services in a commercially reasonable manner and in compliance with all laws and permits.

Staffing and on-site attendants    Inventory procurement and stocking    Routine maintenance and repairs

Cash handling and reconciliation    Sales and inventory reporting    Local promotions and marketing

Payment Terms

Management Fee (flat): $ per .

Revenue Share: Manager shall receive of gross kiosk revenues after applicable sales tax, if any.

Payment Due Days: days from invoice date. Late Fee: per month on overdue balances, subject to any applicable statutory limitations. Minimum late fee: $.

Term and Termination

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement without cause upon days' prior written notice to the other party. Termination for cause shall be effective immediately upon written notice if the non‑terminating party materially breaches this Agreement and fails to cure within days after receipt of notice specifying the breach.

Early termination by Owner without cause within the initial term shall require payment of Early Termination Fee: $ (if applicable).

Confidentiality

Each party acknowledges that during the term it may obtain Confidential Information of the other party. "Confidential Information" includes financial terms, pricing, customer lists, supplier information, trade secrets, and non‑public operational data. Each party shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information except to agents, employees or contractors with a need to know who are bound by confidentiality obligations; and (c) use Confidential Information solely to perform obligations under this Agreement. Confidentiality obligations survive termination for a period of three years, except for trade secrets which shall remain protected for as long as they retain trade secret status.

Insurance and Indemnification

Manager shall maintain commercial general liability insurance with limits not less than $ per occurrence and workers' compensation as required by law. Manager shall provide certificates of insurance upon request.

Each party agrees to indemnify, defend and hold harmless the other party from and against any claims, losses, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's negligence, willful misconduct, or breach of this Agreement.

Reporting and Records

Access, Keys and Property

All improvements, fixtures and equipment installed by Manager during the term shall remain the property of unless otherwise agreed in writing.

Compliance with Laws

Manager shall obtain and maintain all licenses, permits and approvals necessary to operate the Kiosk and shall comply with all applicable federal, state and local laws, including health and safety regulations. Any fines or penalties resulting from Manager's failure to comply shall be the Manager's responsibility.

Default and Remedies

In the event of a material breach by either party, the non‑breaching party may pursue all available remedies at law or in equity, including specific performance and injunctive relief. Remedies are cumulative and the exercise of one remedy shall not preclude the exercise of others.

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

This Agreement, including any written appendices or schedules executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements, whether written or oral. No amendment shall be effective unless in writing and signed by both parties.

Miscellaneous Provisions

Neither party may assign this Agreement without the prior written consent of the other, except that Owner may assign to an affiliate or successor in interest. Notices shall be delivered to the addresses listed above unless a party provides updated contact information in writing.

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