Sponsorship_Sample_Agreement_2.19.26.pdf

SPONSORSHIP SAMPLE AGREEMENT

This sets forth the agreement ("Agreement') between ___________ and its affiliates and/or respective subsidiaries collectively comprising _________________, with an office located at _______________________ ("Vendor'') and Mt. San Antonio College Auxiliary Services, with its principal place of business at 1100 N. Grand Avenue, Walnut, CA 91789 (the "Customer").

WHEREAS, the District published the Pouring Rights & Beverage Vending Machines RFP #2026-042, WHEREAS, based on the Vendor’s response to such RFP (Incorporated herein by reference), the Vendor has been selected to perform the services requested within the RFP;

WHEREAS, as part of such performance, the Vendor is required to perform the services set forth in this Agreement.

NOW, THEREFORE, in consideration of these mutual promises, the Parties agree as follows:

WHEREAS, ______ desires the right to be the supplier of Beverages (as defined below) to the Customer; and

WHEREAS, ______ is experienced in installing, operating, servicing and maintaining equipment for dispensing beverage products and the Customer has determined that it is in the best interests of the Customer to contract with (Vendor) to provide services for the sale of beverage products; and

WHEREAS, ______ wishes to identify itself with the Customer and to have its products promoted and sold at the Facilities (as defined below) and further wishes to receive the other promotional benefits provided for by the Customer in this Agreement; and

NOW, THEREFORE, in consideration of the terms, covenants and conditions herein contained, and the other mutual promises set forth herein, the parties agree as follows:

AGREEMENT

1. DEFINITIONS.

"Approved Cups" means the disposable cups approved by (Vendor) from time to time as its standard trademark cups and other containers approved by (Vendor) from time to time and bearing the trademark(s) of (Vendor) and/or other Products. In addition, (Vendor) agrees that the Customer shall have the right to produce limited-run commemorative plastic cups reasonably acceptable to (Vendor) for use at the Facilities and that such cups shall also be considered to be Approved Cups, provided that (Vendor)'s trademark(s) for (Vendor) shall be included on such commemorative cups. The use and size of (Vendor)'s trademark(s) on such commemorative cups shall be subject to the prior approval of (Vendor).

"Beverage" or "Beverages" means all carbonated and non-carbonated, non-alcoholic drinks, however dispensed, including but not limited to, (i) colas and other flavored carbonated drinks; (ii) fruit juice, fruit juice containing and fruit flavored drinks; (iii) chilled coffee drinks; (iv) chilled tea products;

(v) hypertonic, isotonic and hypotonic drinks (sports drinks and fluid replacements); (vi) energy drinks,

(vii) packaged carbonated or still water (including spring, mineral or purified), (viii) liquid concentrate teas ("LCT'), (ix) frozen carbonated and non-carbonated beverages ("FB"), and (x) any future categories of nonalcoholic beverage products that may be distributed by (Vendor).

"Cases" shall mean the number of cases of Packaged Products purchased by the Customer from (Vendor), initially delivered in quantities of 24, 15, and 12 bottle/can units, and thereafter in such other size, quantity and type of containers as determined by (Vendor), from time to time.

"Competitive Products" shall mean any and all Beverages other than the Products.

"Customer Marks" shall mean (i) the Designations (as defined below) and (ii) the Customer's characters, colors, emblems, designs, identifications, logos, mascots, name, service marks, symbols, trademarks, all trade names, uniforms and other proprietary designations which are owned, licensed to or controlled by the Customer and which relate to the Facilities and which are in existence on at the beginning of the Term or which will be created during the Term. For clarity purposes, Customer Marks shall include, without limitation, characters, colors, emblems, designs, identifications, logos, mascots, name, service marks, symbols, trademarks, all trade names, uniforms and other proprietary designations associated with or related to all intercollegiate athletic teams associated with the Customer, at the beginning of the Term or which will be created during the Term, if any.

"Designations" shall include, but not be limited to, the following: "A Proud Sponsor of the [Customer]," "Official Water and Soft Drink of the [Customer] and "Official Sponsor of the [Customer].

"Equipment” means equipment loaned by (Vendor) to Customer to dispense, store or cool the Products (as defined below), as more fully described in Section 10 herein

"Facilities" shall mean the entire premises of every facility owned, leased, occupied or operated by the Customer or its Food Service Provider, now or in the future, including all buildings, the grounds, parking lots, dining facilities, snack bars, food carts, book stores, athletic facilities and concession stands, and, for each building, the grounds, parking, lots, dining facilities, unbranded and branded food service outlets and vending areas. "Facilities" shall also be deemed to include: Customer retail outlets; and other convenience store operations and restaurants initiated during the Term of this Agreement in space leased to third-party commercial tenants within Customer-owned buildings.

"Food Service Provider" shall mean any food service provider which may serve at the Facilities at any point during the Term. The Customer acknowledges and agrees that this Agreement, including the pricing, funding and other consideration provided for herein is based on the Customer's current operating mode/use of third-party Food Service Providers. The College, and its contracted food supplier, have the option to purchase products from the distribution source that makes the most sense to the buyer.

"Gallons" shall mean the number of gallons of the Postmix Products purchased by the Customer from (Vendor).

''Packaged Products" shall mean Beverages that are distributed in pre-packaged form (i.e., Bottles & Cans). A current list of (Vendor)'s Packaged Products is found in attached Exhibit A which may be amended by (Vendor) from time to time.

"Postmix Products" shall mean beverage products used to create and dispense fountain beverages. A current list of (Vendor)'s Postmix Products is found in attached Exhibit A which may be amended by (Vendor) from time to time.

"Products" shall mean Postmix Products and Packaged Products manufactured, bottled, sold and/or distributed by (Vendor).

"Year'' shall mean each 12-month period during the Term commencing on the first day of the Term or an anniversary thereof.

2. TERM.

The term of this Agreement shall be for a Five (5) year period beginning on July 1. 2026 and expiring on June 30. 2031, unless sooner terminated as provided herein ("Term").

3. GRANT OF BEVERAGE AVAIL.ABILITY AND MERCHANDISING RIGHTS.

During the Term, Customer hereby grants to (Vendor) the following Beverage availability and Beverage merchandising right as set forth and described below:

A. Beverage Availability at the Facilities.

(1) Grant of Rights.

(a) (Vendor) shall have the right to make Beverages available for sale and distribution throughout the Facilities, including the right to provide Beverages sold at athletic contests (i.e., concession stands, sales in stands (hawking) or other means), booster club activities, and all other special events conducted at or any location on the Facilities ("Special Events"). The Products shall be the only Beverages sold, dispensed or served at the Facilities (i.e., at concession stands, sales in stands (hawking) or other means), and the Products shall be sold at all food service concession or vending locations located within the Facilities; and

(b) (Vendor) shall have the right to install the Equipment throughout the Facilities. (Vendor) shall have the further right to install additional Equipment in buildings and facilities acquired and/or constructed by the Customer after the date of this Agreement. (Vendor) shall install the Equipment at its sole expense; provided, however, that the Customer will be responsible for all electrical hook-ups and charges related thereto. (Vendor) shall have the right to place full trademark panels on all sides of its Equipment (Vendor), or one of its affiliates, shall retain title to all Equipment.

(2) Purchasing of Postmix Products.

The Postmix Products shall be purchased by Customer or the Food Service Provider from (Vendor) at the prices established by (Vendor) from time to time. Current pricing for Postmix Products is as set forth in Exhibit A attached hereto.

(3) Purchasing of Packaged Products.

The Packaged Products shall be purchased by Customer or the Food Service Provider from (Vendor) at prices established by (Vendor) from time to time. Customer pricing for Packaged Products is as set forth in Exhibit A attached hereto.

(4) Food Service.

During the Term, (Vendor) shall work directly with, Customer and the Food Service Provider for the Facilities, to provide all of its requirements for the Products.

Customer shall cause its Food Service Provider to purchase the Product from (Vendor) at prices as determined by (Vendor). The Customer shall cause its Food Service Provider to purchase Products from (Vendor) in sufficient quantities to ensure the regular and continuous distribution of the Products at the Facilities.

(Vendor) shall work directly with Customer and its Food Service Provider to promote sales of the Products through appropriate point-of-sale and other advertising materials bearing the trademarks of the Products at (Vendor)'s expense.

B. Product Merchandising Rights.

During the Term and subject to the terms and conditions contained in this Agreement, Customer grants (Vendor) the right to merchandise Beverages at the Facilities as set forth and described below:

(1) Menu Board Advertising.

Customer agrees that (Vendor) trademarks for products shall be listed on the menu boards at concession locations in which Products are served to customers at the Facilities. All brand identification containing (Vendor) trademarks and/or service marks for menu boards set forth herein will be prepared and installed by Customer at Customer's sole cost and expense.

(2) Approved Cups: Product Hawking and Catering.

Customer agrees that all Products served. sold or dispensed at concession locations in which Products are served to customers at the Facilities shall be served in Approved Cups and all other Beverages served, sold or dispensed within the Facilities shall be served in either Approved Cups or other disposable cups which do not bear, display or contain the trademarks or service marks of a manufacturer of Competitive Products. (Vendor) agrees to make Approved Cups available for purchase and the Customer shall purchase, and shall require that all concessionaires, Food Service Providers, booster clubs and other third parties selling Beverages at the Facilities purchase all Products, cups, lids and carbon dioxide directly from (Vendor) at prices determined by (Vendor). Customer may cause Products to be "hawked" at the Facilities at all events taking place at the Facilities (including, without limitation, at all home games of all intercollegiate athletic teams associated with the Customer, if any), and Products shall be served as part of the catering selection in private boxes, suite, backstage areas, locker rooms and press areas when catering is present.

Customer further agrees that Products to be "hawked'' in the stands shall be sold only in Approved Cups. As used herein, "hawking” shall refer to the sale of single servings of a product in the seating areas of the Facilities through the use of vendors circulating through such seating areas.

4. GRANT OF ADVERTISING AND PROMOTIONAL RIGHTS.

During the Term, Customer hereby grants to (Vendor) the right to advertise and promote Products in and with respect to the Customer and the Customer Marks upon the terms and conditions contained in this Agreement and as set forth and described below.

(1) Design and Installation of Customer Advertising.

(Vendor) agrees, at its own cost, to provide Customer with the general design of all Customer Advertising. The Customer Advertising shall be constructed and installed by Customer (or an agent thereof) at Customer's sole cost and expense. All Customer Advertising shall be in conformity with the general scheme and plan of the Customer and the surrounding areas. Advertising on large format LED signs/scoreboards at the Facilities is excluded from this Agreement Advertising on permanently installed LED signs/scoreboards shall be negotiated separately, on an individual basis, to determine advertisement size, operational instances/times, duration of advertisement, and consideration.

(2) Advertising/Signage Changes/Removal.

Customer recognizes (Vendor)'s right to change, modify, alter or remove its advertising for, or identification of, any of the Products or to discontinue the manufacture of any of the Products. (Vendor) shall reimburse Customer for all reasonable costs and expenses incurred by Customer in changing, modifying, altering or removing any Facilities Advertising, menu boards and other (Vendor) identification or references to any of the Products necessitated by (Vendor)'s changes to or removal of the advertising, trademarks or trade names, designations or identification thereof. (Vendor) shall have the right to modify, change, alter or remove the promotional messages appearing thereon and all such modifications, changes, alterations and/or removals shall be at (Vendor)'s sole cost and expense.

Customer shall use reasonable efforts to minimize the cost to (Vendor) for changing, modifying, altering and/or removing (Vendor)'s advertising.

(3) Maintenance of Signage.

Customer shall maintain all Facility Advertising and other signs and advertising for Products in good order. Customer shall effect any necessary repairs reasonably determined by Customer at Customer's sole cost and expense. Where practical, Customer shall consult with (Vendor) prior to incurring any material signage or other related maintenance expenses.

B. Promotional Rights.

(1) General Sponsorship Designation.

Customer hereby agrees that (Vendor) shall have the right to promote the fact that (Vendor) is an official sponsor of the Customer and its intercollegiate athletic teams, if any, and that the Products are available at the Facilities, including the right of (Vendor) to refer to itself using the Designations. Such promotion may be conducted through the distribution channels of television, radio and print media, on the packaging of (including cups and vessels) and at the point-of-sale of any and all Products wherever they may be sold or served.

(2) Grant of License to Use the Customer Marks for Promotional Activities.

Customer hereby grants to (Vendor) a nonexclusive license to use the name of the Facilities and the Customer Marks for the limited purposes of promoting Products within the context of promotional activities. Customer acknowledges that, in order to make full use of the rights granted in this Agreement, (Vendor) may conduct the promotional activities through its primary distribution channels in which (Vendor) sells Products to the ultimate consumer, such as at the retail level, within drug stores and other retail outlets, by and through mass merchandise campaigns and together with (Vendor)'s food service accounts and customers.

C. Representations. Warranties and Covenants regarding the Ownership and Protection of the Customer Marks and Related Proprietary Rights.

Customer represents and warrants that it is the sole and owner of all right, title and interests in and to the Customer Marks (including without limitation, all goodwill associated therewith) and (Vendor)'s use of the Customer Marks pursuant to this Agreement will not infringe the rights of any third parties. (Vendor) acknowledges that nothing contained in this Agreement shall provide (Vendor) with any right, title or interest to the Customer Marks other than the right to use such Customer Marks granted under this Agreement. (Vendor) (on behalf of itself and its affiliates) agrees that it shall not attack the title or any rights of Customer and its affiliates and cooperate with Customer and its affiliates to procure any protection or to protect any of the rights of Customer and its affiliates in and to the Customer Marks. (Vendor) shall cause to appear on all materials incorporating the Customer Marks such legends, markings and notices as Customer or its affiliates may request in order to give appropriate notice of any trademarks, service mark, trade name, copyright or other right with respect to the Customer Marks. (Vendor) shall not make any alterations or changes to the design or type of the Customer Marks without the prior written consent of Customer.

D. Representations, Warranties and Covenants regarding the Ownership and Protection of Proprietary Rights of Pepsi.

(Vendor) represents and warrants that (Vendor) is authorized to use certain names, logos, service marks and trademarks of (Vendor) (including without limitation, all goodwill associated therewith) (the "(Vendor) Marks") under a license from (Vendor) Customer acknowledges that nothing contained in this Agreement shall provide Customer with any right, title or interest to the names, logos, service marks and trademarks of (Vendor) without the prior written approval of (Vendor). Customer (on behalf of itself and its affiliates) agrees that it shall not attack the title or any rights of (Vendor), (Vendor) and its affiliates and cooperate with (Vendor), (Vendor) and its affiliates to procure any protection or to protect any of the rights of (Vendor), (Vendor) and its affiliates in and to the (Vendor) Marks.

Customer shall cause to appear on all materials incorporating the (Vendor) Marks such legends, markings and notices as (Vendor) or its affiliates may request in order to give appropriate notice of any trademarks, service mark, trade name, copyright or other right with respect to the (Vendor) Marks. Customer shall not make any alterations or changes to the design or type of the (Vendor) Marks without the prior written consent of (Vendor).

5. GRANT OF OTHER RIGHTS.

A. Sampling.

Customer agrees to permit to conduct, at (Vendor)'s sole cost and expense, limited sampling of (Vendor) products at the Facilities in a form and manner as specifically authorized and approved by Customer and in accordance with rules and procedures established by Customer, in its sole discretion, as may be amended or supplemented from time to time by Customer.

B. Right of First Negotiation/Refusal.

(1) It is hereby agreed that Customer and (Vendor) shall enter into negotiations to extend the terms of this Agreement no later than one hundred eight (180) days prior to the end of the Term. In the event the parties cannot agree to the terms under which this Agreement will be continued one hundred twenty (120) days prior to the end of the Term, Customer shall be free to begin to a Request for Proposal process or to enter into negotiations with third parties.

C. Hospitality Rights.

Customer agrees to provide (Vendor) with a foursome at each annual Golf Tournament in each Year of the Term.

6. CONSIDERATION.

In consideration for the advertising, merchandising, promotional rights, and the other related rights and benefits provided to (Vendor) by Customer as described herein, and provided Customer is not in breach of this Agreement, (Vendor) agrees to pay to Customer:

A. Annual Sponsorship Fees.

An Annual Sponsorship Fee (the “Annual Sponsorship Fee"), payable annually pursuant to the following:

Year Applicable Time Period Amount* Due Date: within 60 days after:

1 July 1, 2026-June 30, 2027 The execution of this Agreement by both parties.

2 July 1, 2027-June 30, 2028 July 1, 2027 3 July 1, 2028 - June 30, 2029 July 1, 2028 4 July 1, 2029-June 30, 2030 July 1, 2029 5 July 1, 2030 - June 30, 2031 July1, 2030

* The Customer acknowledges and agrees that each Annual Sponsorship Fee payable to the Customer is based on a minimum number of Units purchased from (Vendor) and sold throughout the Facilities pursuant to this Agreement during the applicable Year. The minimum number of Units per Year is _____ ("Annual Units Threshold"). As used herein, "Units" means Gallons and B&C Cases. For the purposes of determining Units sold, 1 Case.

shall equal 1 Gallon. Therefore, if during any Year the number of Units falls below the Annual Units Threshold, then the Annual Sponsorship Fee payable for the next Year will be reduced by a percentage equal to the percentage decrease between the Annual Units Threshold and the actual number of Units sold during such Year. For example, if the Annual Sponsorship Fee is $1,000 and the Annual Units Threshold is 500 Units, and during Year 1 the actual Units sold is 250 Units, and then the Annual Sponsorship Fee for Year 2 will be $500 (reduced by 50%).

The Annual Sponsorship Fee is earned throughout the Year in which they are paid. In the event (Vendor) terminates this Agreement due to the Customer's failure to cure a breach hereof, the unearned Annual Sponsorship Fees will be repaid to (Vendor) pursuant to the terms of Section 10.D (Sponsorship Fees in the Event of Termination.) herein.

B. Rebates.

Each Year throughout the Term, (Vendor) shall calculate the total applicable Cases of Packaged Products and applicable Gallons of Postmix Products purchased from (Vendor) by the Customer and its Food Service Provider pursuant to this Agreement, and shall provide the Customer with rebates calculated based on applicable amounts set forth below (the "Rebates"). The Rebates, if applicable, shall be paid by (Vendor) within sixty

(60) days of the end of each applicable Year during the Term.

Rebate Amount Applicable Products

All Postmix Products All 24-pk Packaged Products All 8-pk, 15-pk, 12-pk Packaged Products --The following Products are excluded from Rebates: chilled Beverages and Flavor Shots.

C. Growth Incentive Fund.

(Vendor) shall calculate the total number of Cases purchased by Customer and Food Service Provider throughout the Facilities each Year and if, in any Year of the Agreement, the Customer purchases a total of Eleven Thousand One Cases (11,001 Cases) or greater than for such Year, (Vendor) shall provide Customer with growth incentive funds based on the incremental growth of Cases in the amount of $4.00 per Case on all such eligible incremental growth (the "Growth Incentive Funds"). The Growth Incentive Funds will be paid to Customer within sixty (60) days after the end of each applicable Year.

7. ADDITIONAL CONSIDERATION.

In addition to the consideration specified above, and provided Customer is not in breach of this Agreement, (Vendor) shall provide the following further consideration to the Customer:

A. (Vendor) will provide annual Product donations of up to a total of 400 cases per Year across the Facilities upon request of the Customer; provided, however, that the Customer will administer all requests through a central contact so that the Customer may prioritize the requests. Customer acknowledges and agrees that donated Product requests not used/made in any Year shall not be carried over to the subsequent Year.

B. (Vendor) will provide Customer with a one-time Foundation for California Community College Scholarship in the amount of One Thousand Dollars ($1,000), payable to Customer within sixty (60) days of the signing of this Agreement by both parties. Annual Sustainability Budget Allocation of - $1,000, to be held by Contractor to be used for purchasing marketing materials or paid to Customer by Contractor to purchase their own items.

C. (Vendor) will provide Annual Flex Funds to Customer in each of Years One and Two in the amount of ____________ Dollars ($______). In each of Years Three through Five of the Term, (Vendor) shall provide Annual Flex Funds in the amount of ________Hundred Dollars ($_____). The ("Annual Flex Funds") are earned throughout the Year in which they are paid. In the event (Vendor) terminates this Agreement due to the Customer's failure to cure a breach hereof, the unearned Annual Flex Funds will be repaid to (Vendor) pursuant to the terms of Section 10.D (Annual Flex Funds in the event of termination) herein.

D. Each Year during the Term, (Vendor) will provide the Customer with a payment in support of the Customer's veterans scholarship program in the amount of __________ Dollars ($_______) (the "Campus Veterans Scholarship Fund"). The Campus Veterans Scholarship Fund will be paid to the Customer within sixty (60) days of the beginning of each Year during the Term. The Campus Veterans Scholarship Fund is earned by the Customer during the Year in which it is paid. In the event (Vendor) terminates this Agreement due to the Customer's failure to cure a beach hereof, the unearned portion of the Campus Veterans Scholarship Fund will be repaid to (Vendor) pursuant to the Terms of Section 10.D herein.

E. Annual sideline product (Beverage Name) budget for Athletic Hydration - of up to _____ US Dollar ($______) value upon request of Customer. Customer will administer all requests through a central contact to manage the requests. Customer acknowledges and agrees that Annual Gatorade sideline requests not used/made in any Year shall not be carried over to the subsequent Year.

F. Each Year during the Term, (Vendor) will provide the Customer with a payment in support of the Customer's foundation golf tournament in the amount of _______Dollars ($_____) (the "Foundation Golf Tournament Fund”). (Vendor) shall receive from the Customer a foursome at each annual Golf Tournament. The Foundation Golf Tournament Fund will be paid to the Customer within sixty (60) days of the beginning of each Year during the Term.

The Foundation Golf Tournament Fund is earned by the Customer during the Year in which it is paid. In the event (Vendor) terminates this Agreement due to the Customer's failure to cure a beach hereof, the unearned portion of the Foundation Golf Tournament Fund will be repaid to (Vendor) pursuant to the Terms of Section 10.D herein.

G. Each Year during the Term, (Vendor) will provide the Customer with a payment in support of the Customer’s Relays program in the amount of ____ Dollars ($______).

H. Each Year during the Term, (Vendor) will provide the Customer with a payment in support of the Cross Country’s program in the amount of ____ Dollars ($______).

8. EQUIPMENT AND SERVICE.

A. Beverage Dispensing and Other Equipment.

(1) (Vendor) shall, based upon (Vendor) survey of the Facilities' needs, provide and install all Equipment at the Facilities for the dispensing of Product during the Term. Title to all Equipment shall be with (Vendor) or its affiliates.

(2) During the Term (Vendor) will provide, at no charge to the Customer, preventative maintenance and service to the Equipment. (Vendor) will service and stock, if necessary, (i) the Equipment and (ii) any additional Equipment determined by the parties to be installed at new locations on the Facilities.

(3) The Equipment may not be removed from the Facilities without (Vendor)'s written consent, and the Customer agrees not to encumber the Equipment in any manner or permit other equipment to be attached thereto except as authorized by (Vendor). At the end of the Term, (Vendor) shall have the right to, and shall upon request of the Customer, remove all Equipment from the Facilities at no expense to the Customer.

B. Service to Equipment.

Other than routine maintenance, which shall be the responsibility of and completed by Customer or its designee, (Vendor) or its designated agents shall be responsible for maintaining, repairing and replacing the Equipment. (Vendor) shall provide Customer with a telephone number to request emergency repairs and receive technical assistance related to the Equipment. (Vendor) shall respond to each Customer request and use reasonable efforts to remedy the related Equipment problem as soon as possible.

9. TERMINATION OF AGREEMENT.

This Agreement shall terminate upon expiration of the Term. Any termination of this Agreement during the Term shall be in accordance with the following:

A. Termination for Convenience. During the Term of this Agreement, District may terminate this Agreement at any time at its convenience and without cause, upon providing Contractor at least ten (10) days written notice before the effective date of termination. Upon such termination by District, Contractor shall only be entitled to payment for all Work provided, rendered, and received by District prior to the date of termination and in no event shall Contractor be entitled to any payment or reimbursement as the result of District’s termination.

B. Other Grounds. Notwithstanding any provisions in this Agreement, District, at

District’s sole discretion and upon written notice to Contractor, shall have the right to terminate this Agreement effective on the date stated in District’s written notice in the event District determines, at its sole discretion, that Contractor (i) is unable or unwilling to perform the Work or meet any obligation or duty as described or made necessary by the Agreement, (ii) changes the nature of its business so that it is not compatible with the mission or needs of the District or is involved in any incident or activity which embarrasses, creates unwelcome scrutiny or attention, or otherwise causes or threatens harm to the reputation of the District, or (iii) fails to comply with federal, state, and/or local laws applicable to Contractor’s performance of the Work under this Agreement.

10. TAXES.

Customer acknowledges and agrees that neither (Vendor) nor its affiliates shall be responsible for any taxes payable, fees or other tax liability incurred by the Customer in connection with any fees payable by (Vendor) under this Agreement. In addition, (Vendor) shall be responsible only for the payment of taxes on the sales of Products through Vending Machines. (Vendor) shall not be assessed common area maintenance fees, taxes or other charges based on its occupation of the space allocated to its Equipment.

11. CONFIDENTIALITY.

A. Except as otherwise required by law or the rules or regulations of any national securities exchange or the rules or regulation of the Customer, the Customer and (Vendor) agree not to disclose Confidential Information (as hereinafter defined) to any third party other than to their respective directors, officers, employees and agents (and directors, officers, employees and agents of their respective affiliates) and advisors (including legal, financial and accounting advisors) (collectively, “Representatives"), as needed.

B. "Confidential Information" shall include all non-public, confidential or proprietary information that Customer or its Representatives make available to. (Vendor) or its Representatives or that (Vendor) or its Representatives make available to Customer or its Representatives in connection with this Agreement. "Confidential Information" shall include, but not be limited to, the terms and conditions of this Agreement. It is expressly understood that the disclosure in or pursuant to this Agreement by Customer, (Vendor) or their respective Representatives of Confidential Information is not a public disclosure thereof, nor is a sale or offer for sale of any product, equipment, process or service of Customer or (Vendor).

C. These Confidentiality provisions and the obligations of the parties hereunder will survive the expiration or sooner termination of this Agreement for a period of three (3) years following such date of expiration or termination of this Agreement.

12. REPRESENTATIONS. WARRANTIES AND COVENANTS.

A. Each party represents and warrants to the other: (1) it has full power and authority to enter into this Agreement and to grant and convey to the other the rights set forth herein; and (2) all necessary approvals for the execution, delivery and performance of this Agreement have been obtained and this Agreement has been duly executed and delivered by the parties and constitutes the legal, valid and binding obligation, enforceable in accordance with its terms, and nothing contained in this Agreement violates, interferes with or infringes upon the rights of any third party; (3) the respective signatory of this Agreement is duly authorized and empowered to bind the party to the terms and conditions of this Agreement for the duration of the Term; and (4) the parties have complied with all applicable laws, ordinances, codes, rules and regulations relating to its entering into this Agreement and its performance hereunder.

B. Each of the parties hereto agree that: (1) the representations, warranties and covenants contained herein shall survive the execution and delivery of this Agreement, and (2) except as expressly set forth herein, neither party has made, and neither party is relying on, any representation or warranty, express or implied, with respect to the subject matter hereof.

C. To the extent that any intercollegiate athletic team is relocated to a venue which is not within the Facilities as its home venue, Customer agrees that it shall ensure all rights of (Vendor) hereunder shall be extended to such alternate venue as to the intercollegiate athletic team and any advertising and pouring rights contained herein.

13. INDEMNIFICATION.

Contractor agrees to defend, hold harmless and indemnify District, its parent, affiliates, subsidiaries, authorized representatives, directors, officers, agents and employees against any and all liability for any judgments, awards, expenses, fines, penalties, attorneys' fees, costs, or other claims for damages in connection with any suit, complaint, charge, proceeding or action of any kind alleging a violation of any statutory or regulatory provision or otherwise arising out of the negligent act or willful misconduct by Contractor, of its duties and responsibilities under this Agreement, unless such performance or nonperformance occurred at the direction of or was caused by District. This hold harmless and indemnification includes but is not limited to compensatory damages, punitive damages, regulatory fines and penalties, and extra-contractual liability and shall survive the termination of this Agreement.

14. INSURANCE.

Contractor agrees to maintain, in full force and effect, at Contractor's expense, the following insurance coverages from an admitted carrier in the State of California with a Best Rating of A-VII or higher:

(i) Commercial General Liability insurance, with limits of not less than One Million Dollars ($1,000,000) per occurrence including bodily injury, broad form property damage and blanket contractual liability, written on an "occurrence" form; and not less than Two Million Dollar ($2,000,000) aggregate;

(ii) Employer's Liability with limits of not less than One Million Dollars ($1,000,000) per occurrence; Workers' Compensation insurance as required by statutory insurance requirement of the State of California; and

(iii) Automobile Liability covering all owned, non-owned and hired vehicles with combined single limit for bodily injury and/or property damage of not less than One Million Dollars ($1,000,000).

Contractor agrees to name District, District’s Board of Trustees, its officers, agents, and employees as Additional Insured under its policy(ies). Contractor shall deliver Certificate(s) of Insurance and Additional Insured Endorsement(s) evidencing the required coverages to the District, which shall be subject to the District's approval for adequacy of protection. The Certificate(s) of Insurance shall provide thirty (30) days prior written notice of cancellation.

All certificates and endorsements must be furnished before Work is to commence. The coverage(s) provided shall be primary insurance and not contributing with any other insurance available to the District.

15. NOTICES.

District’s receipt of documents that do not comply with the requirements stated herein, or Contractor’s failure to provide documents that comply with the requirements stated herein, shall not limit or relieve Contractor of the duties and responsibility of maintaining insurance in compliance with the requirements in this Section and shall not constitute a waiver of any of the requirements in this Section. Unless otherwise specified herein, all notices, requests, demands, consents, and other communications hereunder shall be transmitted in writing and shall be deemed to have been duly given when hand delivered, upon delivery when sent by express mail, courier, overnight mail or other recognized overnight or next day delivery service, or three (3) days following the date mailed when sent by registered or certified United States mail, postage prepaid, return receipt requested, or when deposited with a public telegraph company for immediate transmittal, charges prepaid, or by telecopier, with a confirmation copy sent by recognized overnight courier, next day delivery, addressed as follows:

If to (Vendor):

(Vendor) Address Attn: With a copy to (which shall not constitute notice):

(Vendor) Address Attn: Legal Department

If to Customer:

Mt. Sac Administrative Services 1100 N. Grand Ave Walnut, CA 91789 Attn: Vice President, Administrative Services

16. ASSIGNMENT.

The obligations of the Contractor pursuant to this Agreement shall not be assigned by the Contractor without the express, written approval of the District.

17. GOVERNING LAW.

This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to conflicts of laws principles. Any legal proceeding of any nature whatsoever brought by either party against the other to enforce any right or obligation under this Agreement, or arising out of any matter pertaining to this Agreement, shall be submitted for trial, without jury, before the Courts of the State of California, or the United States District Court having jurisdiction in Los Angeles County, California, or, if neither of such courts shall have Jurisdiction, then before any court sitting in Los Angeles County, California having subject matter jurisdiction.

The parties consent and submit to the jurisdiction of any such court and agree to accept service of process inside or outside the State of California in any manner to be submitted to any such court pursuant hereto, and the parties hereto expressly waive all rights to trial by jury regarding any such matter.

18. FORCE MAJEURE.

Neither Party shall be deemed in default or in violation of this Agreement if prevented from performing any obligation hereunder for any circumstance or reason beyond its control, including, without limitation, acts of God or of the public enemy, governmental restrictions or regulations, epidemics or pandemics, flood, storm, strikes, regulatory or legal delay or restraint. In this event, all or a portion of either Party’s performance is rendered impossible, the Parties shall cooperate with each other and use their best efforts to remove the impediment or develop a substitute manner of performance.

19. RELEASE. DISCHARGE OR WAIVER.

No release, discharge or waiver of any provision hereof shall be enforceable against or binding upon either party hereto unless in writing and executed by both parties hereto. Neither the failure to insist upon strict performance of any of the agreements, terms, covenants or conditions hereof: nor the acceptance of monies due hereunder with knowledge of a breach of this Agreement, shall be deemed a waiver of any rights or remedies that either party hereto may have or a waiver of any subsequent breach or default in any of such agreements, terms, covenants or conditions.

20. PRIOR NEGOTIATIONS; ENTIRE AGREEMENT.

This Agreement and the exhibits attached hereto, set forth the entire understanding between the parties in connection with respect to the subject matter hereof, and no statement or inducement with respect to the subject matter by either party hereto or by any agent or representative of either party hereto which is not contained in this Agreement shall be valid or binding among the parties.

This provision shall not be read to invalidate or amend any other written agreements between (Vendor) and/or any of its affiliates and any affiliate of Customer.

21. RELATIONSHIP OF THE PARTIES.

The parties are independent contractors with respect to each other. Nothing contained in this Agreement will be deemed or construed as creating a joint venture partnership between the parties.

22. EFFECT OF HEADINGS.

The headings and subheadings of the sections of this Agreement are inserted for convenience of reference only and shall not control or affect the meaning or construction of any of the agreements, terms, covenants and conditions of this Agreement in any manner.

23. CONSTRUCTION.

This Agreement has been fully reviewed and negotiated by the parties hereto and their respective legal counsel. Accordingly, in interpreting this Agreement, no weight shall be placed upon which party hereto or its counsel drafted the provision being interpreted. Wherever this Agreement provides for one party hereto to provide authorization, agreement, approval or consent to another party hereto, or provides for mutual agreement of the parties hereto, such authorization, approval, agreement or consent shall, except as may otherwise he specified herein, be given in such party's reasonable judgment and reasonable discretion, and shall be in writing unless otherwise mutually agreed by the parties.

24. SEVERABILITY.

If any term or provision of this Agreement shall be found to be void or contrary to law, such term or provision shall, but only to the extent necessary to bring this Agreement within the requirements of law, be deemed to be severable from the other terms and provisions hereof, and the remainder of this Agreement shall be given effect as if the parties had not included the severed term herein.

25. AMENDMENTS.

No provision of this Agreement may be modified, waived or amended except by a written instrument duly executed by each of the parties hereto. Any such modifications, waivers or amendments shall not require additional consideration to be effective.

26. COUNTERPARTS.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

27. FURTHER ASSURANCES.

Each party hereto shall execute any and all further documents or instruments and take all necessary action that either party hereto may deem reasonably necessary to carry out the proper purposes of this Agreement.

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly entered into as of the date set forth below.

CONTRACTOR

MT SAN ANTONIO COMMUNITY COLLEGE

DISTRICT

BY: BY:

Signature of Authorized Representative

Print Signature of Authorized Representative

Print Name Name Print Title

Print Title

Date

Date

District’s Board of Trustee’s Approval/Ratification Date

EXHIBIT A

Current description & pricing for Postmix Products and Packaged Products

Customer acknowledges and agrees (and shall require that any third parties or Food Service Providers purchasing Products through this Agreement agree) that (Vendor) shall be entitled to pass-through any incremental fees, deposits, taxes or other governmentally imposed charges (whether local, state, federal or judicially imposed) and that the pass-through of any such governmentally imposed fees, deposits, taxes or charges on the Products shall not be deemed as a price increase subject to any pricing cap or notification restrictions that may be specified in this Agreement.

ltem Fountain

Size Packaging Unit Price Package Price

Supply Items

* Fountain and Supply Item pricing is fixed for the 1st year of the contract. Pricing will not exceed more than ___% annually thereafter. (Vendor) will Pay an Annual Rebate of $____ per gallon on Non-National Account Fountain volume.

(Food Service Provider) and other National Accounts will receive their National pricing per their National contract.

SAMPLE AGREEMENT

Item Size Packaging Unit Price Package Price Bottle

Can

Bottle & Can pricing is fixed for the 1st year of the contract. Pricing will not exceed more than ___% annually !hereafter. (Vendor) will pay Annually on all B&C cases a rebate of $___ per case, Including National accounts purchase. • FSV and other National Accounts will receive National Pricing per their National contract.

Item Product

Size

Packaging Unit Price Package

Price

Chilled product pricing is fixed for the 1st year of the contract. Pricing will not exceed more than ___% annually thereafter.

* Not included for Growth Cases