Registration of Securities of a Small-Business Issuer — Form 10-SB
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10SB12G Form 10-Sb 31 118K
2: EX-2 Plan of Acquisition, Reorganization, Arrangement, 6 23K
Liquidation or Succession
3: EX-3.(I) Articles of Incorporation/Organization or By-Laws 4 17K
4: EX-3.(II) Articles of Incorporation/Organization or By-Laws 22 74K
5: EX-4 Instrument Defining the Rights of Security Holders 1 7K
6: EX-10.1 Material Contract 7 27K
7: EX-10.2 Material Contract 3 14K
8: EX-10.3 Material Contract 4 16K
9: EX-10.4 Material Contract 4 16K
10: EX-10.5 Material Contract 6± 25K
11: EX-21 Subsidiaries of the Registrant 1 6K
12: EX-27 Financial Data Schedule 1 9K
NATIONWIDE AUTOMATED SYSTEMS, INC.
LOCATION AGREEMENT
(Company Vaults)
This agreement is effective this _________ day of _____________, 19 and is
between Nationwide Automated Systems, Inc. ("Company") with an office at 22048
Sherman Way, Suite 213, Canoga Park, California 91303
and________________________________ ("Location").
LEASE OF AREA - Company hereby leases from Location the area in its premises as
set forth on Exhibit A ("Area") for the placement of an AUTOMATED TELLER MACHINE
("ATM") by Company on the following terms and conditions.
EQUIPMENT - Company, at its sole cost and expense, shall install an ATM in the
Area.
TERM - The term of this agreement shall commence on the date when the ATM is
installed and continue for an initial period of five (5) years thereafter.
Company may extend this agreement for an additional five (5) year term by giving
written notice to Location at least fifteen (15) days prior to the expiration of
the initial five (5) year period. Upon the expiration of this Agreement,
Company, at its sole cost and expense, shall remove the ATM from Location's
premises and all obligations between Company and Location shall therewith
terminate.
CONSENT - Location shall provide Company with a consent in the form attached
hereto as Exhibit B.
LOCATION PAYMENTS - Payments to Location by Company will be made on the 25th of
each calendar month commencing with the first full month after the ATM is
installed. Location will receive payments based on the number of "approved
withdrawals" (as herein defined) made during the previous calendar month based
on the following schedule:
Number of Payment Per
Approved Approved
Withdrawals Withdrawal
----------- ----------
1
An "approved withdrawal" is defined as a withdrawal from the ATM in Location's
premises for which the user of the ATM is charged a fee.
AVAILABILITY - The ATM shall, at all times, be available for use by Location's
customers during Location's normal business hours for the entire term of this
agreement.
MAINTENANCE AND SERVICE - Company, at its sole cost and expense, shall provide
all required maintenance and service for the ATM during the term of this
agreement. Company shall, at all times during Location's business hours, have
the right to enter Location's premises for the purpose of inspecting repairing,
maintaining and servicing the ATM. Location shall make no alteration to the ATM
and shall not permit anyone other than Company to perform any maintenance or
service on the ATM. In the event of any operating difficulty with the ATM,
Location shall promptly notify Company.
PROCESSING SERVICES - Company, at its sole cost and expense, shall provide
processing services for the ATM in Location's premises.
SIGNS AND ADVERTISING - Company, at its sole cost and expense, shall provide
Location with such signs and advertising materials as it deems necessary in
order to make Location's customers aware of the presence of the ATM and
encourage its use. Location shall display such signs and advertising materials
throughout its premises.
VAULTING - Company, at its sole cost and expense, shall keep sufficient cash in
the ATM at all times. The cash in the ATM shall be the sole property of Company
and Location shall not have any responsibility for, claim to or interest in such
cash. Company shall, at all times during Location's normal business hours, have
the right to enter Location's premises to replenish the cash in the ATM.
TELEPHONE AND ELECTRICAL REQUIREMENTS - Location, at its sole cost and expense,
shall provide a dedicated telephone line and one (1) operating electrical power
outlet (110V) within two (2) feet of the Area for the exclusive use of the ATM
and be responsible for all charges relating thereto.
INSURANCE - Location shall protect the ATM from damage, loss, theft and
destruction and shall, at its sole cost and expense, maintain property insurance
with respect to the ATM in an amount not less than Fifteen Thousand ($15,000)
Dollars. If Location fails to maintain such insurance, Company may obtain such
insurance and deduct its cost from amounts otherwise payable to Location.
2
LOCATION'S OCCUPANCY RIGHTS - Location is either (1) the owner of the premises
in which the ATM is to be placed or (2) holds a lease (including options to
renew) on such premises for a term not less than the initial term of this
agreement.
EXCLUSIVITY - Location shall not permit the removal of the ATM from its premises
nor shall it allow any other ATM or similar device to be installed in its
premises.
RELOCATION - In the event Location transfers or moves its business, Company, at
its sole cost and expense, may move the ATM to the new location or terminate
this agreement.
TERMINATION - Company may terminate this agreement by notifying Location by
United States Mail, postage prepaid at the address set forth herein upon the
occurrence of any of the following:
1. For any consecutive two (2) month period, less than _____ approved
transactions per month have been made from the ATM.
2. The breach by Location of a material breach of its lease agreement or
the institution of foreclosure proceedings against the premises.
3. The filing of a voluntary or involuntary petition in bankruptcy by or
against Location.
In the event Company terminates this agreement pursuant to the
foregoing, Company shall obtain immediate possession of the ATM and shall be
entitled to receive from Location any costs incurred relating to the removal of
the ATM.
NO GUARANTEE OF NUMBER OF APPROVED WITHDRAWALS - Company does not represent,
warranty or guarantee that the ATM will generate any number of approved
transactions for any month during the term of this agreement. Company shall not
be liable to Location for loss of payments or any other damages due to the
failure of the ATM to generate any number of approved transactions or to
operate.
NO AGENCY - Company and Location are not agents of each other nor are they
partners, joint venturers or in any way responsible for each other's acts.
Neither Company nor Location has the authority to act on behalf of the other.
GOVERNING LAW - This agreement shall be governed by the laws of the State of
California.
BINDING EFFECT - This agreement shall be binding on, obligate and extend to both
Company's and Location's successors, transferees, assigns and grantees.
WAIVERS - A waiver by either party of a breach of any provision of this
agreement shall not constitute a waiver of such party's right to demand strict
compliance with this agreement.
3
ENTIRE AGREEMENT - The parties acknowledge that this agreement contains the full
understanding between the parties and supersedes any and all prior agreements
and understandings between them.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as
of the date first above written.
Nationwide Automated Systems, Inc.
22048 Sherman Way - Suite 213
Canoga Park, California 91308
By_________________________
Joel Gillis, President
LOCATION:
-------------------------------------
(Name)
-------------------------------------
(Street Address)
-------------------------------------
(City, State, Zip Code)
-------------------------------------
(Signature)
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