1.


This is an agreement for the installation and operation of certain vending equipment by DIVERSE FOOD SYSTEMS SACRAMENTO, INC., hereinafter called VENDOR within the premises of________________________________________________,  CA, hereinafter called CLIENT.
2.

VENDOR agrees to provide, throughout the above premises, a sufficient number of food vending machines, i.e. coffee, cold drink, snack/candy, cold food, etc., as CLIENT and VENDOR shall agree upon. VENDOR agrees to keep the same under normal conditions, adequately supplied with quality merchandise and in good condition; and, in general, to do all those things necessary to conduct a sanitary and efficient food service for the use of the CLIENT'S employees and/or patrons.
3.

Prices and items sold shall be determined by VENDOR and CLIENT with the understanding that merchandise shall be wholesome, palatable and of high quality, and the prices charged shall be no higher than that of similar merchandise in other local places of business.

4.

A profit sharing plan will be in effect with payments being made to: CLIENT by VENDOR once each quarter. The rate of return to CLIENT shall be a percentage of Adjusted Gross Profit (Selling Price, less sales taxes and CRV) as follows: See Schedule "A" attached.

5.

VENDOR further agrees to carry, at its expense, complete comprehensive insurance covering liability for damage(s) arising out of the installation and operation of its vending equipment.

6.

VENDOR agrees to indemnify, defend and hold the CLIENT harmless against all claims, loss, or liability arising from damage to or destruction of property or injury to person(s) occurring because of negligence or culpable operation, maintenance or installation of the vending service equipment.
7. In consideration of the above undertaking by VENDOR, CLIENT agrees to perform the following:
(a) 

To grant to VENDOR within CLIENT'S premises and on its property outside such premises the exclusive privilege of selling the kinds and types of merchandise sold from the vending equipment and to take appropriate action against any unauthorized third party who seeks to invade such exclusive privileges, and, in general, to do those things which will encourage the use of the vending equipment by CLIENT'S employees and/or patrons.

(b)

To permit VENDOR to install within the CLIENT'S premises the vending equipment described in paragraph 2 and to permit VENDOR to operate same for the term of this agreement and any renewal thereof.
(c)

To furnish VENDOR, without charge, water, electrical and service facilities and outlets for said vending equipment.
(d)

To provide cleaning and janitorial service to all food service areas.
8.

The length of this agreement shall be for a period of five (5) years from the date of this agreement and shall automatically renew itself for similar periods unless CLIENT gives written notice by registered mail of its intention to terminate this agreement at least sixty (60) days before the expiration of this agreement or automatic renewal thereof.

If at any time during this agreement or automatic renewal thereof, CLIENT should determine that VENDOR'S service is unsatisfactory, CLIENT shall advise VENDOR by registered mail and VENDOR agrees to correct such specific unsatisfactory condition(s) within a thirty (30) day period. If VENDOR should fail at such corrective action as necessary to return the level of service to a satisfactory

Initial ______CLIENT    Initial _______VENDOR

within the prescribed thirty(30) day period, CLIENT may cancel this agreement with an additional thirty (30) days written notice by registered mail. VENDOR may cancel this agreement with thirty (30) days written notice by registered mail.
9.

It is understood that vending equipment shall remain VENDOR'S property at all times and it is agreed the CLIENT will take reasonable precautions to protect same from damage and will permit VENDOR to remove same upon termination of this agreement or any renewal thereof.

10.

VENDOR enters into this agreement on the express warranty and representation that the CLIENT operates the business conducted and has the authority to enter into this agreement.

11.

This agreement contains the entire agreement between the parties and shall be binding upon the parties thereto, respective successors, executors, administrators and assigns.

12. The laws of the State of California shall apply in all instances as to the interpretations of this agreement.