Point of Sale Machines Template

POINT OF SALE MACHINES AGREEMENT

This General Business Agreement for the supply, installation, operation and maintenance of point of sale machines (the Agreement) is entered into as of Date: by and between Provider Name: (the Provider) and Merchant Name: (the Merchant).

WHEREAS

WHEREAS, Provider is engaged in the business of supplying, installing and maintaining electronic point of sale machines, associated peripherals and software (collectively, Equipment);

WHEREAS, Merchant operates a retail or service business and desires to obtain from Provider the Equipment and related services on the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations regarding delivery, installation, maintenance, data handling, payment and other matters in this Agreement.

1. Scope of Work

Provider shall supply, deliver, install, configure and, where applicable, integrate the Equipment and software necessary for Merchant to accept electronic payments at Merchant's premises described below. Provider's obligations include training Merchant personnel, providing routine maintenance and performing corrective repairs as set forth in this Agreement.

2. Payment Terms

Merchant shall pay Provider the fees set forth below in consideration for Equipment, installation and recurring services. All fees are payable in U.S. dollars and exclusive of applicable taxes unless otherwise stated.

Payment Schedule: Merchant shall pay Provider as follows: Initial payment due upon execution in the amount of ; remaining Equipment Fee due . Recurring fees are due in advance.

Late Payment: Any amount not paid when due shall accrue interest at the rate of percent per month (or the maximum permitted by law, if lower) from the due date until paid. Merchant shall also reimburse Provider for reasonable collection costs and attorneys' fees.

3. Term and Termination

Term: This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written notice no fewer than days to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within days after written notice specifying the breach.

Upon termination, Merchant shall return all Equipment to Provider in substantially the same condition as delivered, normal wear and tear excepted, within business days. Charges for unreturned, damaged or missing Equipment shall be the greater of fair market value or the replacement cost.

4. Confidentiality

Each party (the Recipient) shall keep confidential all non-public information disclosed by the other party (the Discloser) that is identified as confidential or would reasonably be understood to be confidential under the circumstances ("Confidential Information"). Confidential Information includes, without limitation, transaction records, merchant data, technical specifications, security protocols, pricing and business terms.

The Recipient shall not disclose Confidential Information to third parties except to its employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. The Recipient 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.

Exceptions: Confidential Information does not include information that (a) is or becomes publicly available through no breach by the Recipient; (b) is rightfully received from a third party without restriction; (c) is independently developed by the Recipient without use of the Discloser's Confidential Information; or (d) is required to be disclosed by law, provided the Recipient gives prompt notice to the Discloser to permit protective measures.

5. Data Security and Compliance

Provider shall implement and maintain technical and organizational safeguards designed to protect cardholder data and other sensitive data processed by the Equipment, in accordance with applicable payment industry standards. Provider shall promptly notify Merchant of any confirmed security breach affecting Merchant's data, and shall cooperate with Merchant in investigation and remediation.

Merchant shall comply with all applicable laws and payment network rules governing the use of the Equipment and shall timely implement required software updates and security measures as provided by Provider.

6. Ownership; Risk of Loss

Unless expressly stated otherwise in writing, Provider retains all ownership and title to Equipment provided to Merchant. Risk of loss or damage to Equipment shall transfer to Merchant upon delivery to Merchant's premises, except that Provider retains a security interest to secure payment obligations where permitted by law.

7. Maintenance; Service Levels

Provider will provide maintenance and repairs as required to keep Equipment in working order. Provider's obligations do not extend to damage caused by misuse, alteration, unauthorized repair, or external events beyond Provider's control, for which Merchant shall be responsible.

8. Indemnification and Limitation of Liability

Indemnification: Each party shall indemnify, defend and hold harmless the other party from third-party claims arising from the indemnifying party's breach of this Agreement, negligence, willful misconduct, or violation of law, except to the extent caused by the indemnitee's own negligence or breach.

Limitation of Liability: Except for liability arising from willful misconduct, gross negligence, or violation of confidentiality obligations, neither party shall be liable to the other for consequential, incidental, punitive or special damages, and aggregate liability shall be limited to the greater of fees paid by Merchant in the preceding twelve months or $5,000.

9. Insurance

Each party shall maintain insurance coverage appropriate to its obligations hereunder, including general liability insurance. Upon request, a party shall provide certificates of insurance evidencing the required coverage.

10. Governing Law

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.

11. Entire Agreement; Amendments

This Agreement, including any exhibits and written statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment shall be effective unless in a writing signed by both parties.

12. Notices

Notices under this Agreement shall be in writing and delivered to the addresses below by hand, nationally recognized overnight courier, or certified mail (return receipt requested). Notices are deemed given on the date of receipt.

13. Miscellaneous Provisions

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 in connection with a sale of substantially all of its assets.

Relationship of Parties: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship between the parties.

Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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