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EXHIBIT 10.29
CERTAIN CONFIDENTIAL
MATERIAL CONTAINED
IN THIS DOCUMENT HAS
BEEN OMITTED AND
FILED SEPARATELY WITH
THE SECURITIES AND
EXCHANGE COMMISSION
PURSUANT TO
RULE 24b-2 OF THE
SECURITIES AND EXCHANGE
ACT OF 1934, AS AMENDED
OTHER INCOME VENDOR AGREEMENT
(MACHINE OPERATOR)
This Agreement is entered into this 28th day of June, 1996 between
WAL*MART STORES, INC. of Bentonville, Arkansas ("Wal*Mart") and American Coin
Merchandising, Inc. dba SUGARLOAF CREATIONS (699-0040) of Boulder, Colorado
("Vendor"). Wal*Mart agrees to provide space for Vendor's crane machines
("Machines") and Vendor agrees to provide service and commissions to Wal*Mart
in accordance with the following terms and conditions:
1. SERVICE. Wal*Mart acknowledges Vendor or its designated franchisee as
the owner/operator of machines. Vendor has been designated as an approved
Wal*Mart Other Income Vendor and will be allowed to operate its machines at
assigned locations under the terms of this Agreement. All store locations will
be assigned by the Other Income Department. The Vendor must not solicit new
locations by contacting the stores. All requests for new locations must be in
writing.
2. TERM. This Agreement shall expire January 1, 2000. Wal*Mart
acknowledges Vendor to be the crane operator in locations where written
authorization has been given. Wal*Mart reserves the right to discontinue
operating cranes in any or all of the assigned stores and terminate this
agreement under the guidelines in Section 11 - Termination.
3. LOCATION. Space within each assigned store shall be allotted by the
Store Manager.
4. INSURANCE. Upon execution of this Agreement, Vendor will present proof
of liability insurance in the form of a Certificate of Insurance in the
following amounts: General Liability (Bodily Injury and Property Damage) in the
amount of $1,000,000. Machines that vend a product must be covered by Product
Liability in the amount of $1,000,000. The Certificate of Insurance must show
Wal*Mart Stores, Inc. as an additional named insured. Vendor agrees to keep
this insurance in full force and effect during the term of this Agreement.
Vendor's initial insurance expiration date must be July 1. The renewal
policy must be an annual policy with a July 1 inception date.
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CERTAIN CONFIDENTIAL
MATERIAL CONTAINED
IN THIS DOCUMENT HAS
BEEN OMITTED AND
FILED SEPARATELY WITH
THE SECURITIES AND
EXCHANGE COMMISSION
PURSUANT TO
RULE 24b-2 OF THE
SECURITIES AND EXCHANGE
ACT OF 1934, AS AMENDED
Vendor agrees to indemnify, defend and hold Wal*Mart harmless from any
damage to person or property arising out of the operation of Vendor's machines
while on Wal*Mart premises.
5. VENDOR AND/OR EMPLOYEES. Vendor and/or employees are not Wal*Mart
associates. They will not receive any of the benefits available to Wal*Mart
associates including the associate discount on merchandise purchased at any
Wal*Mart store.
6. TAX NUMBERS AND OPERATOR'S LICENSES. Vendor agrees to secure all sales
tax numbers and operator's licenses required by local, state and federal
authorities. Wal*Mart's tax numbers and licenses shall not be used by Vendor.
Wal*Mart is not responsible for determining which tax numbers and licenses are
required and shall not be liable for any fees, fines or penalties imposed on
Vendor for failure to obtain the necessary licenses and/or tax numbers.
7. ADOPTION OF WAL*MART POLICY. Vendor's employees will at all times,
while on Wal*Mart premises, maintain a pleasant and courteous attitude toward
customers. While on Wal*Mart property, Vendor's employees shall be subject to
Wal*Mart Rules and Regulations. This specifically includes Wal*Mart's refund
and exchange policies. No smoking, food or drink will be allowed on the sales
floor. Personal appearance must be neat and clean.
8. COMMISSION AND REPORT. The commission payable to Wal*Mart shall be the
following rates after applicable sales taxes are deducted: Crane machines -
[ * ]. Commissions are to be paid as outlined in vendor guidelines or as
directed by Wal*Mart.
9. AUDIT. All Vendor's records applicable to Wal*Mart Stores, Inc. are
subject to audit at Wal*Mart's discretion.
10. ASSIGNMENT/TRANSFER. No assignment or transfer of the rights granted
Vendor under this Agreement shall be made without the prior written consent of
Wal*Mart. New Vendors that purchase equipment from Vendor must be approved by
the Wal*Mart Other Income Department in order for the equipment to remain on
Wal*Mart property. Vendor numbers are not assignable or transferable.
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CERTAIN CONFIDENTIAL
MATERIAL CONTAINED
IN THIS DOCUMENT HAS
BEEN OMITTED AND
FILED SEPARATELY WITH
THE SECURITIES AND
EXCHANGE COMMISSION
PURSUANT TO
RULE 24b-2 OF THE
SECURITIES AND EXCHANGE
ACT OF 1934, AS AMENDED
TERMINATION. This Agreement may be terminated at any time prior to
January 1, 2000 by Wal*Mart if in its sole discretion it determines to
discontinue the placement of any crane machines at Vendor's assigned location
during the term of this Agreement.
[ * ] All costs of such removal
shall be the responsibility of the Vendor. In the event Vendor fails to remove
its machines within the time period, Wal*Mart may use any reasonable means
necessary to free the space and charge Vendor with all related costs. In the
event litigation arises between Wal*Mart and Vendor due to this Agreement, it
is expressly understood that such dispute will be governed by the law of and
tried in the State of Arkansas.
[ * ]
ATTEST: WAL*MART STORES, INC.
/s/ Xxxx X. Eh 7/31/96 By:/s/Xxxxx X. Xxxxxx 7/31/96
--------------------------------------- ------------------------------------
Date Xxxxx X. Xxxxxx Date
Director, Other Income
ATTEST:
/s/ Xxxxxx X. XxXxxxx 8/5/96 By:/s/ Xxxxxx X. Xxxxx 8/5/96
--------------------------------------- ------------------------------------
Date Xxxxxx X. Xxxxx Date
President / C.E.O.
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