Exhibit 10.1
WATER COOLER PLACEMENT AGREEMENT
AGREEMENT made this ______ day of __________, 20____, by and between
AquaCell Media, Inc., a Delaware corporation, with its offices located at 00000
Xxxxxxxxx Xxxxxx, Xxxxxx Xxxxxxxxx, Xxxxxxxxxx 00000 ("AquaCell") and
______________________, Inc. with its primary place of business at
__________________________________________ ("Retailer").
WHEREAS AquaCell is the manufacturer and owner of a patented self-filling
water cooler; and
WHEREAS Retailer is the tenant or owner of premises of the participating
retail locations included on the attached "Exhibit A" ("Participating
Locations"); and
NOW in consideration of the following covenants and consideration the
parties agree to have an AquaCell water cooler installed in each of the
Participating Locations under the following terms and conditions:
1. Term and Termination
This Agreement is for a term of five years commencing on the date hereof and
is renewable upon written agreement of the parties. The Agreement may not be
terminated unless notice is properly given sixty (60) days in advance of
each Anniversary Date of this Agreement.
2. Location of Water Cooler
A. AquaCell will install its water cooler in the Participating Locations, at
no cost to the Retailer provided that the water source is within 25 feet
of the location and an electrical outlet is within 6 feet of the
location. AquaCell further agrees to service and maintain the cooler in
good working order throughout the term of this Agreement to the extent of
insuring the filtration system and bottle are both operational, free of
leaks and in good working order. Failure by AquaCell to maintain the
cooler as provided above may be deemed a material breach of this
Agreement by the Retailer.
B. The Retailer agrees that the water cooler will be installed in an area
within the Participating Location that is easily accessible to and in
full view of customers, and that they will ensure that the cup holder is
filled with cups and that the drip tray is emptied when full.
3. Title
A. The Retailer acknowledges that the water cooler shall at all times remain
the property solely of AquaCell who has all right, title and interest
thereto. Retailer agrees to AquaCell's execution and filing of UCC-1s in
any appropriate jurisdiction in connection with its security interest in
the water cooler.
B. The Retailer shall permit no lien to be placed upon the premises which
may affect AquaCell's property interest in the water cooler. In the
event any lien is placed against the Retailer's interest in the
leasehold, it shall immediately notify AquaCell who may remove the cooler
from the premises.
4. Use of Water Cooler
The Retailer's customers and employees shall have unlimited use of the
drinking water from the AquaCell water cooler in the Participating
Locations.
5. Advertising Bands
A. The Retailer agrees to permit AquaCell to place advertising bands on its
water cooler's permanently attached bottle and on the cupholder. The
Retailer aggress that these advertisements may be changed periodically by
AquaCell or its agents or assigns, and that no other party is authorized
to change the advertisement.
B. The Retailer agrees that a brochure holder may be affixed to the side of
the water cooler and that the advertiser may use it to further promote
its products, brands or services.
C. The parties agree that any advertisements placed on the bottle will not
be inappropriate to the location.
D. The Retailer may submit a list of product categories it deems
unacceptable or objectionable, to be attached hereto as "Exhibit B". The
Retailer may reject any advertiser it deems unacceptable, provided it
does not act in an arbitrary or capricious manner and notice thereof is
timely given.
6. Assignment
This Agreement may be assigned by either party to an affiliate, subsidiary
or successor in interest, provided notice is given and upon consent of the
other party which will not be unreasonably withheld.
7. This Agreement shall be governed by the laws of the State of Delaware.
Additionally, any and all disputes are subject solely to the jurisdiction of
the Courts of the State of Delaware.
8. This Agreement constitutes the entire agreement between the parties and may
be amended only by a written agreement executed by both parties.
9. The undersigned hereby acknowledge that he/she is duly authorized to sign
this agreement on behalf of their respective parties.
IN WITNESS WHEREOF, the parties have signed the Agreement as of the date
first above written.
AquaCell Media Inc. (Retailer)
____________________________________ ____________________________________
(Signature) (Signature)
By: ________________________________ By: ________________________________
Title: _____________________________ Title: _____________________________
EXHIBIT A
Participating Locations
(Please include full shipping address for each location)
EXHIBIT B
List of product categories the Retailer deems unacceptable or objectionable.
