Legal Power Kiosk Agreement

LEGAL POWER KIOSK AGREEMENT

This Power Kiosk Agreement ("Agreement") is made as of by and between Client Name: with principal address ("Host"), and Provider Name: with principal address ("Provider").

RECITALS

WHEREAS, Provider owns, operates, and supplies power kiosk equipment designed to provide charging and energy services to consumers and to collect certain usage and operational data ("Kiosks"); and

WHEREAS, Host controls the real property and premises located at (the "Location") and desires to permit installation and operation of Kiosks at specified areas within the Location; and

WHEREAS, the parties desire to set out the terms and conditions under which Provider will install, maintain, operate and, as applicable, remove the Kiosks at the Location.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the parties agree as follows.

1. DEFINITIONS

For the purposes of this Agreement, capitalized terms not otherwise defined have the following meanings: "Kiosk" means Provider's charging hardware, related shelving, cabinets, signage and embedded software; "Commencement Date" means the date on which Provider first places a Kiosk into active service at the Location, which shall be ; "Term" means the period set forth in Section 6.

2. GRANT OF LICENSE AND LOCATION

Host hereby grants Provider a non-exclusive license to install, operate and maintain up to Kiosk(s) of model at the Location in the designated area(s):

The license is limited to the specific area(s) described above and does not confer any ownership interest in the Location or any real property rights.

3. INSTALLATION; PERMITS; ACCESS

Provider shall, at its sole cost and expense unless otherwise provided herein, install the Kiosk(s) in a manner that does not unreasonably interfere with Host operations and in compliance with all applicable codes and ordinances. Provider shall obtain all necessary permits and approvals required for installation, except that Host shall assist and cooperate with Provider in securing any landlord or property owner consents if requested in writing.

Installation Target Date:

4. POWER, UTILITIES AND METERING

The party responsible for electrical service to the Kiosk(s) shall be determined as follows (check applicable box(es) and describe any arrangements below):

Provider will arrange and pay for electrical service and any submetering required.
Host will supply electrical service and bill Provider or the Kiosk directly under a mutually agreed arrangement.
Electrical usage will be submetered and allocated according to readings and reconciled monthly.

Estimated monthly electrical usage (kWh):

5. COMPENSATION; PAYMENT TERMS

In consideration for the license and services, Host shall pay Provider or Provider shall pay Host as set forth below (select and complete the applicable payment method):

Monthly base fee (if applicable): $

Revenue share to Host (% of gross kiosk revenue): %

Security deposit (if any): $. Payment due within days of invoice.

Provider shall deliver monthly statements detailing gross revenue, deductions and amounts due within 15 days of each calendar month end. Host or Provider (as applicable) shall make payments within days of invoice.

6. TERM; RENEWAL; TERMINATION

The Term of this Agreement shall commence on the Commencement Date and continue for an initial period of years, unless earlier terminated in accordance with this Agreement. Either party may terminate for material breach if the breaching party fails to cure within days following written notice.

Upon expiration or termination, Provider shall remove all Kiosks within days and restore the Location to substantially the condition that existed prior to installation, reasonable wear and tear excepted.

7. INSURANCE; INDEMNITY

Provider shall maintain commercial general liability insurance with limits not less than $ per occurrence and property damage coverage sufficient to cover the Kiosk(s). Host shall maintain property and casualty insurance for the Location. Upon request, each party shall promptly deliver certificates of insurance evidencing the required coverage.

Each party (the "Indemnitor") shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents (collectively, the "Indemnitees") from and against any claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of Indemnitor's negligence, willful misconduct or breach of this Agreement.

8. DATA; CONFIDENTIALITY; PRIVACY

Provider may collect operational and usage data from the Kiosk(s). Provider shall treat such data as confidential except to the extent aggregated or de-identified. Provider shall comply with applicable privacy laws in the collection, storage and use of personal information and shall not sell personal data derived from Host customers without prior written consent.

Check if Kiosk will collect personal data: Yes

9. INTELLECTUAL PROPERTY

Provider retains all right, title and interest in and to the Kiosk hardware, firmware and software and all intellectual property rights therein. Host retains all right, title, and interest in its trademarks, trade dress and other intellectual property. Nothing in this Agreement grants either party any license or right to the other's trademarks except as expressly set forth herein.

10. INSPECTION; RECORDS; AUDIT

Provider shall maintain accurate records of gross kiosk revenue and usage. Host or its designated auditor shall have the right, not more than once per twelve-month period, to audit Provider's relevant records upon reasonable prior notice and during normal business hours. Any underpayment discovered shall be promptly paid with interest; any overpayment shall be credited or refunded.

11. NOTICES

Notices to Host

Notices to Provider

12. ASSIGNMENT; SUBCONTRACTING

Neither party may assign this Agreement or any of its rights hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, Provider may assign to an affiliate or in connection with a financing upon notice to Host. Provider may engage subcontractors to perform installation, maintenance and support so long as Provider remains responsible for their performance.

13. AMENDMENT; WAIVER

This Agreement may be amended only by a written instrument signed by both parties. No waiver of any provision or breach will be effective unless in writing and signed by the waiving party.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

This Agreement shall be governed by and construed in accordance with the laws of the state specified by the parties: , without regard to its conflicts of law principles. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

15. MISCELLANEOUS

The parties agree to cooperate in good faith to effectuate the purposes of this Agreement, to execute additional documents as reasonably required, and to perform their respective obligations in a timely and workmanlike manner.

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