POS Agreement Clause Samples

A POS Agreement, or Point of Sale Agreement, is a contractual arrangement that outlines the terms and conditions under which a business acquires and uses point of sale systems or services. Typically, this clause specifies the responsibilities of both the provider and the business, including installation, maintenance, payment terms, and data handling requirements related to the POS system. By clearly defining these obligations and expectations, the POS Agreement helps ensure smooth operation of sales transactions and reduces the risk of disputes over system performance or service levels.
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POS Agreement. (a) Promptly after the date of this Agreement, Seller and Purchaser shall work jointly (i) with Progressive Software, Inc. ("Progressive") to provide for the ability of Restaurants to continue the use of the Progressive POS system currently used by Restaurants (the "Progressive POS System"), pending the implementation of the new POS System referred to in clause (ii) of this sentence and (ii) with a new system provider selected by Purchaser and reasonably acceptable to Seller ("New Provider"), to implement a new POS System, including any necessary training and hardware (the "POS System"), for and to be owned by Restaurants as soon as practicable after such system is chosen, the form and extent of which shall be determined by Purchaser and reasonably acceptable to Seller; provided that (x) the POS System selected shall be able to perform the basic functions needed to operate and manage a Mexican-style restaurant chain and, in any event, at least the functions that were expected to be provided by the Progressive POS System and (y) the timing of the payments due to the New Provider in connection with the POS System (other than customary up- front costs) will be based on the roll-out of the POS System. Seller acknowledges that each of Micros and HSI is a reasonably acceptable New Provider. (b) The parties agree that all costs and expenses due to the New Provider in connection with the POS System shall be paid 2/3 by Seller and 1/3 by Purchaser; provided that in no event shall Seller's 2/3 share of costs and expenses due to New Provider exceed $1,066,667; provided that if Purchaser engages Micros as the New Provider, Prandium shall make available to Purchaser Prandium's outstanding credit with Micros (which credit is at least $400,000) and such credit shall not count as a credit against or otherwise reduce Seller's maximum liability as set forth above. The parties agree that all costs and expenses due to Progressive in connection with the Progressive POS System shall be paid (i) up to the first $500,000, 2/3 by Seller and 1/3 by Purchaser and (ii) any costs and expenses in excess of $500,000, by Seller. Subject to the limitations and caps in the preceding sentences, (i) to the extent payments are due to Progressive or to the New Provider after Closing, they shall be paid in the applicable proportions by Seller and Purchaser, and (ii) to the extent payments are due to Progressive or the New Provider prior to Closing, they shall be paid by Seller and the Purchase ...
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