# What a vending locator contract should say, clause by clause

> A locator contract can be followed exactly and still deliver nothing if 'location' is undefined. Here is each clause to read and the wording to push back on.

- Canonical URL: https://vendingmachinelocater.com/vending-locator-contract/
- Publication: Fine Print (https://vendingmachinelocater.com/)
- By: Fine Print Contracts Desk
- Edited by: Don Harrison
- Published: 2026-10-05 (updated 2026-10-08)
- Disclaimer: General information, not legal advice. Laws and contracts vary by state and by situation, and they change. For advice about your situation, talk to a licensed attorney.

A vending locator contract should define what counts as delivery: a lead, a meeting or a signed host agreement. It should set the search area and deadline, how many offers you may decline, every fee and when it falls due, how the deposit comes back, and what happens if the venue closes. Get verbal promises in writing before paying.

*General information, not legal advice. The regulations and published terms quoted here were checked on October 5, 2026. Have a lawyer read any contract before you sign it.*

**At a glance: the 12 clauses to find before you pay**

| Clause | What it should say | Push back if it says |
|---|---|---|
| Delivery | "Location" means a venue that signed a host agreement for your machine | "Leads", "opportunities" or an undefined "location" |
| Search scope | Your machine's specs, a radius from your address, venue types | Nothing about distance or machine fit |
| Deadline | A number of months, counted from a fixed event, with a remedy | "Best efforts" or no date |
| Decline rights | How many offers you may refuse, and the decision window | One offer, take it or lose the fee |
| Fees | Each fee, its amount, due date and end date | "Fees as quoted" or a separate price sheet |
| Revenue share | The venue's percentage and the base it is taken from | A percentage with no base |
| Deposit | Every return trigger and every forfeiture trigger | "Refundable" with no conditions |
| Refund | Amount, deadline and how to claim it | Credit toward future services only |
| Replacement | What happens if the venue closes, how fast, at what cost | Silence on closures |
| Non-circumvention | Named venues, defined conduct, an end date | Every venue, any dealing, no end date |
| Termination and disputes | How each side exits, where claims go, a small-claims route | A distant forum and no small-claims route |
| Entire agreement | The promises you relied on, written in | A sales pitch that never made it into the text |

## What should a vending locator contract include?

A vending locator contract, sometimes called a locator or placement agreement, needs 12 working parts. They are a definition of delivery, the search scope and deadline, decline rights, a full fee schedule, the venue's revenue share and its base, deposit and refund conditions, a replacement clause, any non-circumvention limit, termination and dispute terms, and an entire-agreement clause that captures what you were promised.

The clauses interlock. A generous refund is worth little if "location" is undefined, and a 6-month deadline is worth little if the clock starts on a date the locator controls. Every clause below has a longer guide in Fine Print's [Locator Contracts & Money section](https://vendingmachinelocater.com/sections/contracts-and-money/).

Contracts also differ by business model. A lead-list seller owes you names, an appointment setter owes you meetings, and a signed-placement locator owes you a venue under contract, often holding that host agreement itself. [How locators work](https://vendingmachinelocater.com/how-vending-locators-work/) explains the three models. Check that the contract matches the model you were sold.

### How one locator's published terms handle the 12 clauses

As one point of comparison, the table maps version 2026-10-v6 of the terms of service of [PinPoint Vending](https://pinpoint-vending.com/terms) (effective October 6, 2026) onto these clauses:

| Clause | Published term (section) |
|---|---|
| Delivery | The locator signs the host agreement and licenses the space to the operator (4) |
| Deadline | A location presented within 6 months of signing, or of receiving the machine's specifications if later, or the whole enrollment fee back plus $1,000 (6) |
| Decline rights | Up to 2 locations; 3 business days to answer in writing; no answer counts as declining (4) |
| Fees | $1,000 Standard or $2,000 Premium enrollment; $100 or $200 a month, first due one month after signing for a location (5) |
| Revenue share | Typically 30–40% of revenue after a fixed cost of goods, usually $1.80 per item (5) |
| Deposit | $800 or $1,600, returned after 16 consecutive monthly fees or a no-fault ending (6) |
| Replacement | Free if the venue closes within 6 months of install; $500 between 6 and 12 months; none after (6) |
| Non-circumvention | No approaching an introduced venue to cut the locator out; the bar survives the agreement (10, 12) |
| Disputes | 30 days of negotiation, then AAA arbitration, with a small-claims exception and Delaware law (16) |

On its Standard fees, 24 months of placement cost $1,000 + 24 × $100 − $800 refunded = $2,600 net, before the venue's share. The checklist applies to these terms exactly as it applies to any other locator's, and the sections below use generic sample clauses rather than this example.

## How is a locator contract different from a vending machine location agreement?

A vending locator contract and a vending machine location agreement are two different documents. The first is between you and the locator and covers the search, the fees and the refund; the second is between the venue and whoever holds the spot and covers the term, the commission and the exit.

Guides to location agreements list the core terms, from term and renewal to commission, service, utilities, insurance and termination ([Vendsoft](https://www.vendsoft.com/vending-machine-contract-guide/)). One legal marketplace says such contracts are "usually signed for one to five years" ([Contracts Counsel](https://www.contractscounsel.com/t/us/vending-machine-contract)). Ask to see those terms before you pay a locator, because its promises can be no stronger than the host agreement behind them.

One locator publishes its own version of that list. [PinPoint Vending sets out eight clauses a location agreement needs](https://pinpoint-vending.com/blog/vending-machine-location-agreement): term and renewal, usually a fixed 12 months; the commission base and a payment date, typically monthly by the 15th; exclusivity limited to the operator's product category; service access and who supplies power; a $1,000,000 per-occurrence liability policy; 30 days' notice to remove and 10 business days to take the machine out; a successors-and-assigns clause; and signatures with printed names, titles and dates.

| Document | Who signs | What it settles | Read next |
|---|---|---|---|
| Locator contract | You and the locator | Delivery, search, deadline, fees, deposit, refund, non-circumvention | The clauses on this page |
| Location (host) agreement | The venue and the spot's holder: you, or a locator that licenses the space to you | Placement, term, commission, service, utilities, insurance, termination | [Who holds the location contract](https://vendingmachinelocater.com/who-holds-vending-location-contract/); [four signed listings read term by term](https://vendingmachinelocater.com/signed-vending-location-examples/) |

## What counts as delivery in a vending locator contract?

Delivery in a vending locator contract is the event that means the locator has done its job: handing over a lead, booking a meeting, or presenting a venue whose owner has signed a host agreement covering your machine. Only a signed host agreement puts a venue under contract, so a promise measured in leads can be met in full without a single placement.

> **Sample clause:** "Company will provide Client with qualified vending locations in Client's area."

**What it means:** Neither "qualified" nor "location" is defined, so a spreadsheet row with a venue name and a phone number could satisfy the promise. "Area" has no boundary.

> **Sample clause:** "'Location' means a venue that has signed a written host agreement permitting Client's machine, presented to Client in writing with the venue type, city and the revenue share the venue has agreed."

**What it means:** Delivery now requires a signature and a written presentation carrying the terms you need to decide.

- **Ask for:** the word "signed" in the definition of location, a written summary of the host agreement's key terms, and the name of the party that holds it.

The practical gap between a contact and a contract is the subject of [location leads versus signed placements](https://vendingmachinelocater.com/vending-location-leads-vs-signed-placements/).

## How should a locator contract define the search?

A locator contract should define the search by your machine (model, footprint, power and connectivity), the area (a radius you can service from an address you name), the venue types you accept, and a deadline counted from a fixed date with a stated remedy. Without those four terms, a locator can present a venue you cannot use and still call it delivered.

The deadline clause carries the most weight. "Best efforts" is not a deadline, and a deadline with no remedy is a hope. Look for three parts: a number of months, a start date you control (your signing date, or the day you send machine specifications), and what you receive if the date passes. A clock that extends day for day for delays the operator causes is a fair condition to expect.

Where the FTC's Business Opportunity Rule applies, it is a violation to misrepresent "the likelihood that a seller, locator, or lead generator will find locations" for a buyer ([16 CFR 437.6(j)](https://www.ecfr.gov/current/title-16/chapter-I/subchapter-D/part-437/section-437.6)). A written deadline with a refund attached is the contractual version of that likelihood: it puts a price on being wrong.

> **Sample clause:** "If Company has not presented a Location within 180 days after the later of the Effective Date or Client's delivery of the machine specifications, Company will refund all fees paid within 30 days of Client's written request."

- **Ask for:** the remedy in dollars, the refund deadline, and a closed list of the events that pause the clock. Guarantee wording across the locator models is compared in [what "guaranteed" means](https://vendingmachinelocater.com/vending-locator-guarantee/).

## Which fees, deposits and refunds belong in writing?

Every payment belongs in the contract with its amount, due date and end date. That means the enrollment or setup fee, any monthly placement fee, the venue's revenue share and the base it comes from, replacement and late fees, and the deposit with its return and forfeiture conditions. A fee that lives only on a website or an invoice can change after you sign.

Total the payments over 24 months: upfront fees, plus 24 monthly fees, minus any deposit returned. A $100 monthly fee alone adds $2,400, and a $200 fee adds $4,800. [The 24-month cost of a monthly placement fee](https://vendingmachinelocater.com/monthly-vending-placement-fee/) runs the full model, with exits at months 12 and 16 and three sales levels. [Each locator fee model, priced over 24 months](https://vendingmachinelocater.com/vending-locator-cost/), shows why the end date matters as much as the amount.

The revenue share needs its base in writing. Forty percent of net is not 40% of gross: on an $8 sale with a fixed $1.80 cost of goods deducted first, the venue's 40% is $2.48 rather than $3.20 (an illustration, not a forecast). Across the 81 open listings that set a share in the marketplace of the locator in the disclosed example above, on October 5, 2026, the median was 40% of net sales, within a range of 30% to 50%.

Deposits and refunds deserve a separate reading. A deposit comes back only on the conditions listed, and the forfeiture list often matters more than the refund list; [how refundable locator deposits work](https://vendingmachinelocater.com/refundable-vending-locator-deposit/) covers both. If a locator fails to deliver, [the refund escalation steps](https://vendingmachinelocater.com/vending-locator-refund/) set out what to do in order.

Where the FTC rule applies, the seller must state "all material terms and conditions" of any refund or cancellation policy in an attachment to its disclosure document ([16 CFR 437.3](https://www.ecfr.gov/current/title-16/chapter-I/subchapter-D/part-437/section-437.3)). Failing to refund a buyer who meets those terms is a separate violation under 16 CFR 437.6(l). To see what the fees do to profit, run them through [the break-even worksheet](https://vendingmachinelocater.com/vending-machine-break-even/); fees for several machines at once are covered in [locator pricing for multiple machines](https://vendingmachinelocater.com/vending-locator-multiple-machines/).

## How do decline rights and decision windows work?

Decline rights set how many presented locations you may refuse and what each refusal costs, and the decision window sets how long you have to answer. Read the two together: a short window combined with "no answer counts as declining" can use up one of your choices while you are still checking the venue's power, floor space and foot traffic.

> **Sample clause:** "Client will accept or decline each presented Location in writing within 3 business days. A Location not accepted within that period is declined, and a second declined Location ends the search."

**What it means:** Three business days is short, silence counts as a refusal, and the second refusal ends the search. Contracts written this way can also attach a cost to how you decline, for example returning the deposit after a written second decline but forfeiting it after a silent one, which makes the method of declining as important as the decision.

- **Ask for:** a window that starts when you receive the full details (venue type, area, revenue share and space requirements), declines that count only when made in writing, and a stated number of replacement offers. A 30-minute evaluation routine for that window is in [declining a vending location](https://vendingmachinelocater.com/declining-vending-location/).

## What happens if the venue closes or removes your machine?

A replacement clause decides what happens when a signed venue closes: whether the locator finds another location, within what period, at what cost, and whether your fees pause in the gap. Closure and removal are different events, and a venue that stays open but asks the machine to leave may get no replacement at all, so the contract should say who decides fault and on what evidence.

> **Sample clause:** "If the Venue ceases business within 6 months after installation, Company will present one replacement Location in the same area at no charge."

**What it means:** The promise covers closure only, once, within a window counted from installation. It says nothing about fees during the gap or about removal by a venue that stays open.

Stronger versions add a second window at a fee, but may keep billing the placement fee through the gap and leave the cost of the move to the operator. When an open venue asks for the machine to go, the deposit's fate can turn on a fault decision the locator makes from the venue's statement, service records, photographs and messages.

- **Ask for:** a fee pause while you wait for a replacement, the evidence used to decide fault, and a copy of the venue's written reason. The steps for the week a venue closes are in [what to do when a vending location closes](https://vendingmachinelocater.com/vending-location-closes/).

## What do non-circumvention and exclusivity clauses restrict?

A non-circumvention clause keeps you from turning a locator's introduction into a direct deal with the venue; an exclusivity clause keeps the locator from placing a competing operator in a defined venue or area. The first protects the locator and the second protects you, and each needs a defined set of venues, a defined scope of conduct and an end date.

> **Sample clause:** "For 12 months after the Placement Term ends, Client will not, directly or through others, enter into an agreement with any Venue introduced by Company for the placement of vending equipment, except through Company."

**What it means:** The restriction covers introduced venues and placement agreements only, with a fixed tail. Servicing your machine and paying the venue its share are untouched.

Some locators draw the limit by purpose instead, barring approaches made to cut the locator out with no end date; that protects routine contact but leaves the duration open.

Exclusivity runs the other way. Where the FTC rule applies, a seller may not misrepresent territorial exclusivity or assign the same exclusive territory to two buyers (16 CFR 437.6(n) and (o)).

- **Ask for:** a list of covered venues, a carve-out for venues you already knew, an end date, and a written definition of any exclusivity. The full treatment is in [non-circumvention clauses in locator contracts](https://vendingmachinelocater.com/non-circumvention-vending-locator/).

## How do termination, dispute and disclosure terms protect you?

Termination, dispute and disclosure terms decide what you can do when a placement goes wrong: how either side can exit, where a claim is heard, what bringing it costs, and which promises count. Check for a small-claims route, an entire-agreement clause that captures what the salesperson said, and, where the FTC rule applies, a disclosure document delivered seven days before you pay.

Termination should run both ways. Look for how you exit before and after a location is delivered, what you forfeit at each point, and whether the locator may end the agreement at will. A fair version lets the operator close the account at any time, with the monthly fee ending when the machine leaves and the deposit handled under its own clause.

Three more clauses near the end carry costs, so price them before you sign. An insurance clause may require liability cover naming the locator as an additional insured. An indemnity clause, in which one party commits to compensate the other for losses ([Cornell LII](https://www.law.cornell.edu/wex/indemnity)), decides who pays when your machine causes a claim. An assignment clause decides whether you can sell the machine with its placement ([who holds the location contract](https://vendingmachinelocater.com/who-holds-vending-location-contract/)).

Arbitration clauses in commercial contracts are generally enforceable: the Federal Arbitration Act makes them "valid, irrevocable, and enforceable" subject to ordinary contract defenses ([9 U.S.C. §2](https://www.law.cornell.edu/uscode/text/9/2)). Cost matters at locator-sized stakes. Under the American Arbitration Association's commercial fee schedule effective September 1, 2025, a claim under $75,000 carries a $1,450 initial filing fee and a $1,150 final fee once a hearing is scheduled, before the arbitrator is paid ([AAA fee schedule](https://www.adr.org/media/c55fytkv/2026_commercial-arbitration-feeschedule.pdf)).

On a dispute over a $1,200 enrollment fee, the filing fee alone is larger than the claim. That arithmetic makes a small-claims carve-out the most valuable line in a dispute clause; look for one beside any negotiation period, arbitration clause, class-action waiver and choice of law.

An entire-agreement clause (also called an integration or merger clause) makes the written contract the whole deal, so earlier spoken promises generally cannot add terms later ([Cornell LII](https://www.law.cornell.edu/wex/integration_clause)). The parol evidence rule behind that has exceptions, such as fraud, duress or mutual mistake ([Cornell LII](https://www.law.cornell.edu/wex/parol_evidence_rule)). If the sales call promised a venue type, a timeline or a replacement, it belongs in the text.

The FTC's Business Opportunity Rule, [16 CFR Part 437](https://www.ecfr.gov/current/title-16/chapter-I/subchapter-D/part-437), defines a business opportunity to include a seller's promise to provide "locations for the use or operation of equipment, displays, vending machines, or similar devices." A covered seller must deliver a one-page disclosure document at least seven calendar days before you sign or pay (16 CFR 437.2). Coverage turns on the facts of each offer, and [the FTC rule explainer](https://vendingmachinelocater.com/ftc-business-opportunity-rule-vending/) covers the tests. [State business opportunity laws](https://vendingmachinelocater.com/business-opportunity-laws-by-state/) can add registration or security, such as a bond.

The FTC's guidance for buyers is short: insist on written proof of earnings claims, interview current owners, and have a lawyer, accountant or business advisor read the paperwork before you sign ([FTC](https://www.ftc.gov/business-guidance/resources/bogus-business-opportunities)). [How to spot a vending locator scam](https://vendingmachinelocater.com/vending-locator-red-flags/) lists the behaviors that should end the talks before any paperwork. Fine Print's view is that the 12-row table above is the cheapest hour you will spend on a placement: every clause a locator refuses to write down is a clause you should price at zero.

## Frequently asked questions

### Should a vending locator contract include a money-back guarantee?

The contract does not need those words, but it should say what you get back, by when, and on what condition if the locator never delivers a signed location. Look for a dollar amount, a deadline that starts on a fixed event such as your signing date, and the written steps for claiming it.

### Can I contact the venue directly after a locator introduces it?

Everyday contact to install, stock and service your machine is normal, and a well-drafted contract says so. Negotiating with the venue to replace or exclude the locator is what a non-circumvention clause forbids, so read that clause for its scope and end date first.

### Is a verbal promise from a locator enforceable?

Often it is not, if the signed contract contains an entire-agreement clause. Under the parol evidence rule, courts generally keep earlier side promises out of a fully integrated written contract, with exceptions such as fraud, so any promise that matters belongs in the text before you pay.

### Do I need a lawyer to review a vending locator contract?

The FTC's guidance for business opportunity buyers suggests asking a lawyer, accountant or business advisor to read the paperwork before you sign. A review helps most before payment, while a clause can still be rewritten rather than argued over.

### How long does a vending locator contract last?

There is no standard length, so read three things together: the term clause, any minimum placement period tied to a deposit, and the clauses that survive the end of the agreement. A non-circumvention clause with no end date can outlast every other term in the contract.

## Next step

Print the contract you have been offered and mark each of the 12 clauses in the table at the top as written, verbal or missing. Then send the locator one email that lists every verbal or missing item and asks for it in the contract, and keep the reply. Run the same checklist on every set of terms you are weighing; the disclosed example above gets no exemption.

## Sources

- [16 CFR Part 437, Business Opportunity Rule, eCFR](https://www.ecfr.gov/current/title-16/chapter-I/subchapter-D/part-437)
- [16 CFR 437.3, The disclosure document, eCFR](https://www.ecfr.gov/current/title-16/chapter-I/subchapter-D/part-437/section-437.3)
- [16 CFR 437.6, Other prohibited practices, eCFR](https://www.ecfr.gov/current/title-16/chapter-I/subchapter-D/part-437/section-437.6)
- [Bogus Business Opportunities, Federal Trade Commission](https://www.ftc.gov/business-guidance/resources/bogus-business-opportunities)
- [9 U.S.C. §2, Federal Arbitration Act, Cornell Legal Information Institute](https://www.law.cornell.edu/uscode/text/9/2)
- [Commercial Arbitration Administrative Fee Schedule, American Arbitration Association](https://www.adr.org/media/c55fytkv/2026_commercial-arbitration-feeschedule.pdf)
- [Integration clause, Wex, Cornell Legal Information Institute](https://www.law.cornell.edu/wex/integration_clause)
- [Parol evidence rule, Wex, Cornell Legal Information Institute](https://www.law.cornell.edu/wex/parol_evidence_rule)
- [Indemnity, Wex, Cornell Legal Information Institute](https://www.law.cornell.edu/wex/indemnity)
- [Vending machine location contracts: what to include, Vendsoft, November 21, 2025](https://www.vendsoft.com/vending-machine-contract-guide/)
- [Vending machine contract: a general guide, Contracts Counsel](https://www.contractscounsel.com/t/us/vending-machine-contract)
- [PinPoint Vending: terms of service, version 2026-10-v6, effective October 6, 2026](https://pinpoint-vending.com/terms)

## Corrections

- Correction, October 5, 2026: An earlier version cited the Cornell Legal Information Institute's entry on integration clauses for the fraud exception to the parol evidence rule. That entry does not state it; the institute's parol evidence rule entry does, and is now cited.