exv10w2



 



EXHIBIT
10.2




Placement Agreement




between




7-Eleven, Inc.




and

Cardtronics, LP




July 20, 2007





 









 








Table of Contents




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	1.
	 	Background	 	 	1	 
	 
	 	 	 	 	 	 
	2.
	 	Definitions	 	 	1	 
	 
	 	 	 	 	 	 
	3.
	 	Installation of Financial Services Kiosks in Stores	 	 	8	 
	 
	 	 	 	 	 	 
	4.
	 	Equipment	 	 	15	 
	 
	 	 	 	 	 	 
	5.
	 	Maintenance of Financial Services Kiosks	 	 	15	 
	 
	 	 	 	 	 	 
	6.
	 	Personnel	 	 	16	 
	 
	 	 	 	 	 	 
	7.
	 	Cardtronics Services	 	 	17	 
	 
	 	 	 	 	 	 
	8.
	 	Payments and Consideration	 	 	18	 
	 
	 	 	 	 	 	 
	9.
	 	Intellectual Property and Software	 	 	18	 
	 
	 	 	 	 	 	 
	10.
	 	Confidentiality and Information Security	 	 	20	 
	 
	 	 	 	 	 	 
	11.
	 	Advertising and Marketing	 	 	22	 
	 
	 	 	 	 	 	 
	12.
	 	POS Non-Exclusivity and Non-Solicitation	 	 	24	 
	 
	 	 	 	 	 	 
	13.
	 	Contract and Project Management	 	 	25	 
	 
	 	 	 	 	 	 
	14.
	 	Regulatory Compliance	 	 	26	 
	 
	 	 	 	 	 	 
	15.
	 	Title; Risk of Loss; Taxes	 	 	26	 
	 
	 	 	 	 	 	 
	16.
	 	Insurance and Indemnity	 	 	29	 
	 
	 	 	 	 	 	 
	17.
	 	Reporting and Audit Rights	 	 	34	 
	 
	 	 	 	 	 	 
	18.
	 	Term and Termination	 	 	34	 
	 
	 	 	 	 	 	 
	19.
	 	General	 	 	38	 






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Schedules




	 	 	 	 	 
	Schedule A

	 	-
	 	Financial Services
	 
	 	 	 	 
	Schedule B

	 	-
	 	Financial Services Kiosks Deployed at Effective Date
	 
	 	 	 	 
	Schedule C

	 	-
	 	Financial Services Kiosk Physical Requirements
	 
	 	 	 	 
	Schedule D

	 	-
	 	Service Levels and Liquidated Damages
	 
	 	 	 	 
	Schedule E

	 	-
	 	Payment and Consideration for Financial Services
	 
	 	 	 	 
	Schedule F

	 	-
	 	Periodic Reports
	 
	 	 	 	 
	Schedule G

	 	-
	 	Quarterly Meetings
	 
	 	 	 	 
	Schedule H

	 	-
	 	Obligations Related to Financial Network Contracts







 









 








Placement Agreement




     This PLACEMENT AGREEMENT is executed on this 1st day of June, 2007 (the “Effective Date”), by
and between 7-Eleven, Inc., a Texas corporation (“7-Eleven”), with principal offices at 1722 Routh
Street, Suite 1000, Dallas, TX 75201, and Cardtronics, LP, a Delaware limited partnership
(“Cardtronics”) with principal offices at 3110 Hayes Road, #300, Houston, Texas 77082.



7-Eleven, Inc. and Cardtronics, in consideration of the mutual promises set forth herein, and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties agree as follows:



1.
Background.



1.1 Background and Objectives of the Parties.



(a) The Parties have entered into the Purchase Agreement as of the Effective Date. The Parties are
entering into this Agreement contemporaneously with the Purchase Agreement.



(b) Cardtronics desires to maintain existing and install new Financial Services Kiosks in the
Stores and offer the Financial Services via the Financial Services Kiosks, and receive the revenues
therefrom, all in accordance with the terms and conditions of this Agreement.



(c) 7-Eleven desires to receive compensation for allowing the Financial Services Kiosks to be
placed in the Stores in accordance with the terms and conditions of this Agreement.



1.2 Construction. The provisions of this Section 1 are intended to be a general
introduction to this Agreement and are not intended to be binding on the Parties.




2. Definitions. 



For purposes of this Agreement, the following capitalized terms shall have the meanings ascribed
thereto. Other capitalized terms used in this Agreement are defined in the context in which they
are used and shall have the meanings therein indicated.



2.1 “Accessway” shall mean the area immediately adjacent to a Financial Services Kiosk reasonably
necessary for a customer to access and use the Financial Services Kiosk.



2.2 “Advanced Financial Services Functionality” shall mean advanced financial and other kiosk based
service offerings excluding ATM Functionality which as of the Effective Date consist of: check
cashing, money transfer, bill payment, deposit taking capabilities, and coupon or other promotional
activities via receipt printing or usage of screens, financial institution guest member
verification, financial institution balance and history print, financial institution account
transfers (including share to share, share to loan, loan to loan, loan to share), financial
institution cash advances (cash only), and financial institution loan payment (cash only and check
where available).




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2.3 “Advanced Financial Services Minimums” shall mean that there are installed and Cardtronics is
operating Financial Services Kiosks with Advanced Financial Services Functionality in no fewer
than: 75% of Stores by the fourth anniversary of the Effective Date.



2.4 “Affiliate” shall mean, with respect to any person, any other person controlling, controlled by
or under common control with such person. The term “Affiliate” shall not include franchisees or
area licensees of 7-Eleven.



2.5 “Agreement” shall mean this Placement Agreement, together with all schedules, exhibits and
attachments hereto, and any modification or amendment thereto made in accordance with the terms
hereof.



2.6 “ATM Functionality” means traditional automated teller machine functions including cash
withdrawals, balance inquiries, account transfers, credit and/or debit card cash advances,
transaction denials, or any other functions agreed to in writing by both Parties.



2.7 “Branding Partners” means those parties in contractual arrangements with 7-Eleven as of the
Effective Date which permit such party to use a 7-Eleven mark in association with a Financial
Services Kiosk, including but not limited to FSCC, Coop, Citi and TCF. 7-Eleven may agree to
designate additional Branding Partners.



2.8 “Can Sign” shall have the meaning set forth in Section 11.1.



2.9 “Cardtronics Facilities” shall mean all locations where Financial Services Kiosks are installed
other than Stores.



2.10 “Cardtronics Marks” shall have the meaning set forth in Section 9.3(a).



2.11 “Cardtronics Services” shall mean the Financial Services and other services provided by
Cardtronics in accordance with this Agreement.



2.12 “Cardtronics Software” shall mean and include the software that is both (i) owned by or
licensed to Cardtronics or its Affiliates, or their respective subcontractors or third party
vendors, as of the Effective Date, or subsequently developed by Cardtronics or its Affiliates (or
by third party vendors for Cardtronics or its Affiliates), or their respective subcontractors or
third party vendors, and any new software subsequently purchased or licensed by Cardtronics or its
Affiliates, or their respective subcontractors, from third parties, including (to the extent such
right to the software was given to Cardtronics or its Affiliates or their respective subcontractors
as part of the purchase or license), source code, object code and documentation relating to such
software and any modifications, enhancements, revisions or supplements to such owned, developed,
purchased or licensed software from time to time, and (ii) used to provide the Financial Services.
As between the Parties and their Affiliates, Cardtronics shall own all right, title and interest in
and to the Cardtronics Software.



2.13 “Claims” shall have the meaning set forth in Section 16.4.



2.14 “Competitor” shall mean any entity that sells grocery and/or prepared food products or other
basic products and services, including gasoline, emphasizing convenience, in a manner


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substantially similar to 7-Eleven, including but limited to convenience store operations, retail
gasoline/convenience facilities operated by either major oil companies or retail companies, either
forecourt or off premises, and drugstores. By way of example, while not intended to be an
exhaustive list, the following are examples of companies classified as Competitors of 7-Eleven; (i)
any location selling gasoline that also offers convenience products; (ii) drugstores such as
Walgreen’s, CVS, and Rite Aid; and (iii) any convenience store.



2.15 “Confidential Information” shall have the meaning set forth in Section 10.1.



2.16 “Customer Data” shall mean and include all Transaction or membership data and personally
identifying or other customer information (such as names, addresses, social security numbers, dates
of birth, home or work telephone numbers and employers) obtained as a direct result of a person’s
registration for, purchase, attempted purchase and/or utilization of, the Financial Services on or
via the Financial Services Kiosks. As between the parties, any Customer Data obtained as a result
of the Cardtronics Services shall be owned by Cardtronics.



2.17 “Disclosing Party” shall have the meaning set forth in Section 10.1.



2.18 “Effective Date” is the date defined as such in the first paragraph of this Agreement.



2.19 “Exclusive Rights” shall have the meaning set forth in Section 3.1.



2.20 “Financial Services” shall mean the ATM Functionality and Advanced Financial Services
Functionality services and products offered via the Financial Services Kiosks as set forth on
Schedule A, and any other services and products offered via the Financial Services Kiosks
in accordance with the terms and conditions of this Agreement.



2.21 “Financial Services Change” shall have the meaning set forth in Section 7.2.



2.22 “Financial Services Kiosk” shall mean each kiosk (including hardware and software) together
with any and all other equipment, fixtures, and signage (if affixed to the Financial Services Kiosk
or part of the surround) used to provide either ATM Functionality or Advanced Financial Services
Functionality.



2.23 “Financial Services Kiosk Area” shall mean that space within a Store necessary for placement
of the Financial Services Kiosk, which shall be designated in accordance with Section 3.8.



2.24 “Financial Services Kiosk Project” shall mean the development, installation, testing,
operation and maintenance of Financial Services Kiosks.



2.25 “Franchisee Amendment” shall have the meaning set forth in Section 3.2.



2.26 “Intellectual Property Rights” shall mean all industrial, intellectual property or other
rights of a person in, to or arising out of (a) United States or foreign patents and all
corresponding rights throughout the world, or applications therefor and all reissues, divisions,
continuations, renewals, extensions and continuations-in-part thereof, (b) inventions (whether
patentable or not in any country), ideas, conceptions (including invention disclosures and


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whether or not reduced to practice), industrial designs, improvements, trade secrets, proprietary
information, know-how, technology and technical data, (c) copyrights, mask works, copyright
registrations, mask work registrations and applications therefor in the United States or any
foreign country, and all other rights corresponding thereto throughout the world, (d) United States
or foreign registered or common law trademarks, service marks, trade dress, trade names, logos,
intent-to-use registrations or notices, and applications to register or use any of the foregoing
anywhere in the world, (e) trade secrets and Confidential Information, (f) any other proprietary
rights in technology, including software, all source and object code, algorithms, architecture,
structure, display screens, layouts, inventions, development tools and all documentation and media
constituting, describing or relating to the above, including, without limitation, manuals,
memoranda, records, business information, or trade marks, trade dress or names, anywhere in the
world, and all rights necessary for the worldwide development, manufacture, modification,
enhancement, creation of derivatives thereof, sale, licensing, use, reproduction, publishing and
display of such technology or other asset and all modifications and enhancements thereto and
derivatives thereof and (g) all rights to sue or recover and retain damages, costs and attorneys’
fees for present and past infringement of any of the foregoing.



2.27 “Minimum Store Commitment” shall have the meaning set forth in Section 3.7.



2.28 “Party” shall mean either 7-Eleven or Cardtronics and “Parties” means both 7-Eleven and
Cardtronics.



2.29 “Person” shall mean an individual, corporation, partnership, limited liability company,
association, trust, unincorporated organization or other entity.



2.30 “Purchase Agreement” shall mean the Asset Purchase Agreement of even date herewith between the
Parties for the sale by 7-Eleven and Vcom Financial Services, Inc. to Cardtronics of assets
relating to the Financial Services Kiosk Project and an assumption of certain liabilities related
to such assets.



2.31 “Receiving Party” shall have the meaning set forth in Section 10.1.



2.32 “Remodeling” shall mean removal, rearrangement and/or addition of shelving or other
merchandising equipment and facilities, the installation of electrical, data communication, and
other service with appurtenant outlets and any other improvements or alterations necessitated by
installation, preparation or construction of a Financial Services Kiosk Area, in an existing Store.
For the avoidance of doubt, build out of a new Store shall not constitute Remodeling.



2.33 “Removal” shall mean the removal of a Financial Services Kiosk upon expiration or termination
of this Agreement pursuant to Section 18.7.



2.34 “Root Cause Analysis” means the formal process used by Cardtronics to diagnose the underlying
cause of problems at the lowest reasonable level so that corrective action can be taken that shall
eliminate repeat failures.



2.35 “7-Eleven Marks” shall have the meaning set forth in Section 9.3(b).




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2.36 “Service Level Credits” means the liquidated damages to which 7-Eleven is entitled (including
any applicable multipliers) when Service Level Defaults occur as set forth in Schedule D.



2.37 “Service Level Default” means a failure to achieve the Service Level or failure to avoid
Increased Impact specified in Schedule D.



2.38 “Service Levels” means the standards for performance, availability, reliability, quality and
responsiveness that Cardtronics will be required to meet in Cardtronics’s performance of the
Cardtronics Services as set forth in Schedule D.



2.39 “Stores” shall mean the 7-Eleven corporate operated stores and 7-Eleven franchisee stores in
the Territory (which Stores are identified on Schedule B hereto), together with all
additional convenience stores or franchises in the Territory acquired or controlled by 7-Eleven
after the Effective Date of this Agreement, whether or not such convenience stores or franchises
are branded as “7-Eleven” stores, but excluding certain stores excluded pursuant to the terms of
Section 3.2, as well as all stores consisting of less than 500 square feet, except that any
such stores of less than 500 square feet which by mutual written agreement are designated as
constituting Stores shall nevertheless qualify as “Stores”.



2.40 “Taxes” shall mean taxes, assessments, fees and other governmental charges imposed on or with
respect to the ownership and operation of the Financial Services Kiosks, including income, profits,
gross receipts, net proceeds, ad valorem, value added, turnover, sales, use, property, personal
property (tangible and intangible), environmental, stamp, leasing, lease, user, excise, duty,
franchise, transfer, registration, license, withholding, social security (or similar),
unemployment, disability, payroll, employment, excess profits, occupational, severance, estimated
or other charge of any kind whatsoever, including any interest penalty or additions thereto,
whether disputed or not; provided, however, that in no event shall Taxes include or be deemed to
include (i) property or ad valorem taxes related to any tangible property or asset not sold and
conveyed to Cardtronics in accordance with the Purchase Agreement, or (ii) any income, franchise,
margin or other taxes of any kind assessed upon income or revenues of 7-Eleven or its franchisees,
including but not limited to income or revenues received by 7-Eleven or its franchisees in respect
of the Financial Services Kiosks.



2.41 “Term” shall have the meaning set forth in Section 18.1.



2.42 “Territory” shall mean the United States of America.



2.43 “Transaction” shall mean the execution of a transaction by a customer on a Financial Services
Kiosk, including by way of example, and without limitation, a cash withdrawal, balance inquiry,
account transfer, cashing of a check, bill payment or purchase of telecommunications products by a
person at a Store using a Kiosk.



2.44 “Transaction Fees” shall have the meaning set forth in Section 8.1.



2.45 “Vault Cash” shall mean cash contained in a Financial Services Kiosk.




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2.46 “Vault Cash Loss” means a single occurrence of the loss of Vault Cash in excess of
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST] from a single Financial Services Kiosk. Vault Cash
Losses include stolen, lost or destroyed Vault Cash and negotiable instruments. Vault Cash Losses,
to the extent that they are not directly attributable to 7-Eleven or its franchisees, or its or
their employees or agents, as provided in Section 15.2, does not include any loss of Vault
Cash occurring outside the Financial Services Kiosk, such as losses occurring to Vault Cash while
in transit or in storage at a vault or similar location away from a Store. The amount of a Vault
Cash Loss does not include the face value of stolen, lost or destroyed negotiable instruments or
other non-cash items of value, or to the extent that they are not directly attributable to 7-Eleven
or its franchisees, or its or their employees or agents, as provided in Section 15.2, any
loss of any nature to the extent such loss results from (a) equipment malfunction; (b) mistakes in
Financial Services Kiosk loading including, without limitation, currency dispensed due to misloaded
denominations, misconfigured cassettes, or misloaded cassettes; (c) currency dispensed due to
mistake or fraudulent instruction manually or electronically transmitted to the Financial Services
Kiosk; (d) discrepancies between network reports and Financial Services Kiosk bill counter totals
(in the event of such discrepancies, bill counter totals will be deemed conclusive); (e)
Cardtronics’ mistakes in verification; (f) access by third persons (i.e. persons other than
7-Eleven or its franchisees, or its or their employees or agents), whether authorized or
unauthorized, unless such access was made possible by the intentional act or omission of 7-Eleven
or its franchisees, or its or their employees or agents, described in Section 15.2); (g)
the use of magnetic debit and credit cards; (h) the presence of excess currency (commonly called
“side cash”), or items of value not specifically intended to be present at the Financial Services
Kiosk location; (i) burglary; or (j) damage from breakage and vandalism.



2.47 “Vault Cash Loss Liability Limit” means the maximum amount of 7-Eleven’s liability for a Vault
Cash Loss and such amount is [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST] per Vault Cash
Loss.



2.48 “Viruses” shall mean viruses, contaminants or similar items.




3. Installation of Financial Services Kiosks in Stores.



3.1 Financial Services Kiosk Exclusivity.



(a) Subject to the other terms and conditions herein, Cardtronics shall have the exclusive right to
install and operate Financial Services Kiosks offering Advanced Financial Services Functionality
and the exclusive right to install and operate Financial Services Kiosks providing only ATM
Functionality in each Store (which shall be deemed to include the leasehold or property which is
part of the operation of the retail 7-Eleven Store) for a period of ten (10) years. Cardtronics
shall provide 7-Eleven written notice if it intends to temporarily or permanently cease providing
Advanced Financial Services Functionality in whole or in part. Notwithstanding anything to the
contrary in this Section 3.1(a): (i) if at any time Cardtronics is no longer operating any
Financial Services Kiosks with Advanced Financial Services Functionality, its


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exclusive rights as to Advanced Financial Services Functionality shall terminate and 7-Eleven may
thereafter install and operate Financial Services Kiosks offering Advanced Financial Services
Functionality (but not ATM Functionality); (ii) if at any time after the fourth anniversary of the
Effective Date, Cardtronics is no longer offering a product or service as part of Advanced
Financial Services Functionality in at least enough Stores to meet the Advanced Financial Services
Minimums, its exclusive rights as to that product or service shall terminate and 7-Eleven may
thereafter install and operate Financial Services Kiosks offering such product or service (but not
ATM Functionality or other products or services to which Cardtronics maintains exclusivity rights);
and (iii) if Cardtronics has not installed Financial Services Kiosks with Advanced Financial
Services Functionality in all Stores after the fourth anniversary of the Effective Date, and
Cardtonics has failed to meet the Advanced Financial Services Minimums, and Cardtronics has not
obtained 7-Eleven’s approval of Cardtronics’ plan to install Financial Services Kiosks with
Advanced Financial Services Functionality in the remaining Stores, its exclusive rights as to such
Stores where no Financial Services Kiosks with Advanced Financial Services Functionality have been
installed shall terminate. With respect to (ii) or (iii), if Cardtronics wants to retain the
applicable exclusivity, Cardtronics will present a plan prior to the end of the four year period
and obtain 7-Eleven’s approval of such plan. 7-Eleven will not unreasonably withhold, condition,
or delay such approval.



(b) With respect to any acquisitions or franchise arrangements wherein 7-Eleven acquires Stores
after the Effective Date with existing ATM obligations and/or 7-Eleven has not yet installed or
converted such locations to the 7-Eleven network infrastructure, network and utility facilities,
and taken any other necessary actions required of 7-Eleven hereunder in order to enable Cardtronics
to install and operate Financial Services Kiosks in such Stores, Cardtronics’ exclusive right to
install and operate Financial Services Kiosks in such Stores shall not apply until (i) such
existing ATM obligations have expired, (ii) 7-Eleven has converted such Store to the 7-Eleven
network infrastructure or Cardtronics has agreed to arrange for alternative communications
infrastructure at its sole expense (such agreement at Cardtronics sole and exclusive discretion);
and (iii) Cardtronics has installed and is operating a Financial Services Kiosk in such newly
acquired Store(s). 7-Eleven agrees to provide Cardtronics notice as to all such locations when
the conditions of both (i) and (ii) have been satisfied. 7-Eleven agrees not to extend or
otherwise renew any such existing ATM obligations as described herein. For avoidance of doubt,
after Cardtronics has received the notice as contemplated herein that it can install a Financial
Services Kiosk in accordance with this Section, 7-Eleven shall have no obligation to remove any
existing ATMs in Stores after pre-existing obligations have expired until Cardtronics has installed
and is operating a Financial Services Kiosk at such location unless space limitations in the Store
require the removal of the existing ATM in order to install the Financial Services Kiosk. If
space limitations in the Store require the removal of the existing ATM in order to install the
Financial Services Kiosk, Cardtronics shall notify 7-Eleven when it has a Financial Services Kiosk
ready to install, and the parties shall reasonably cooperate to schedule and perform the removal of
the existing ATM by the ATM vendor and installation of the Financial Services Kiosk by Cardtronics
in a manner that results in minimum ATM downtime and impact to ATM availability for 7-Eleven
customers. All Cardtronics’ rights in this Section 3.1 shall be referred to as the
“Exclusive Rights”.



(c) In the event that 7-Eleven exercises it right to terminate either this Agreement or any Store
location in accordance with this Agreement or Schedule D, the Exclusive Rights granted in


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this Section 3.1 shall likewise terminate.



3.2 Financial Services Kiosk Installation. Subject to the other terms and conditions
herein, Cardtronics shall install, operate and maintain one or more Financial Services Kiosks with
ATM Functionality in the Financial Services Kiosk Area in each Store, except that either party may
request approval of the other party for the exclusion of any Store from these obligations if the
Financial Services Kiosk has repeatedly been subject to vandalism or burglary (which approval shall
not be unreasonably withheld, conditioned or delayed), and upon such approval, such Stores shall be
deemed excluded from such obligations and from Cardtronics Exclusive Rights and all other rights.
For security reasons, Cardtronics shall have the right to bolt Financial Services Kiosks to the
floors of Stores. However, in no event shall Cardtronics be obligated to install any Financial
Services Kiosks in any Stores from and after such time when there shall remain three (3) years or
less in the Term, taking into account any renewal of the Term pursuant to Section 18.2; and
provided, further, that Cardtronics’ Exclusive Rights and all other rights and obligations under
this Agreement shall terminate as to that Store, and any new Stores opened thereafter, upon its
election not to install, operate or maintain a Financial Services Kiosk as to such Store pursuant
to and as provided in this sentence. Notwithstanding any requirement to the contrary, Cardtronics
may (but shall not be obligated to) install Financial Services Kiosks with Advanced Financial
Services Functionality in addition to ATM Functionality, in each corporate-operated Store and, if
the franchisee has executed a Franchisee Amendment as contemplated in Section 3.4, in such
franchisee-operated Store. Notwithstanding the foregoing, but subject as hereinafter provided,
Cardtronics shall not have any right or option to install a Financial Services Kiosk in a Store,
and such right or option shall not apply, for so long as 7-Eleven is subject to any conflicting
contractual or other legal restriction, or if such Store has physical limitations, preventing or
materially limiting the operation of a Financial Services Kiosk in such Store; provided, however,
that the foregoing provisions of this sentence shall be inapplicable with respect to any Store in
which a Financial Services Kiosk is located as of the date of this Agreement. For Stores opened
after the Effective Date, 7-Eleven shall give Cardtronics sixty (60) days notice of the date on
which a Financial Services Kiosk is to be installed, and Cardtronics shall install and operate a
Financial Services Kiosk in the Financial Services Kiosk Area of the Store within thirty (30) days
if such Store was included in the preceding quarterly forecast, and within sixty (60) days if such
Store was not included in the preceding quarterly forecast (“Install Date”). In order to insure
that the Financial Services Kiosk is operating upon the opening or conversions of a Store, 7-Eleven
and Cardtronics will use good faith efforts to mutually develop a rolling forecast on a quarterly
basis, estimating 7-Eleven’s required Financial Services Kiosk needs, as well as the need for the
installation of Financial Services Kiosk by Cardtronics, based on 7-Eleven’s anticipated number of
new Stores and Store closures during the Term of this Agreement. The mutual forecast provided
herein will represent the parties’ estimate of 7-Eleven’s requirements; provided that, nothing
herein shall obligate Cardtronics to supply any such Financial Services Kiosks until Notice as
provided in Section 3.4 is actually provided by 7-Eleven. 7-Eleven makes no warranty as to
the accuracy or completeness of the Forecasts. Cardtronics acknowledges and agrees that the
Forecasts are solely for informational purposes and that the Forecasts will not obligate 7-Eleven
in any manner. If either (a) Cardtronics refuses or fails to timely install or operate a Financial
Services Kiosk in a Store when required to do so in accordance with the terms of this Agreement, or
(b) Cardtronics fails to provide the maintenance services set forth in Section 5 herein as
to a Financial Services Kiosk in a Store, then (i) subject to and in accordance with Section
18.3, 7-Eleven may terminate Cardtronics’


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Exclusive Rights and all other rights and obligations hereunder with respect to such Store in the
same manner and with the same effect as if such date were the expiration date of this Agreement as
to such Store, and (ii) Cardtronics shall remove any Financial Services Kiosk from such Store in
accordance with Section 18.7 herein.



3.3 Advanced Financial Services Functionality. In addition to other elections which may be
made by Cardtronics in its good faith business judgment pursuant to this Agreement as provided
above, Cardtronics may in its good faith business judgment elect to replace the existing Financial
Services Kiosks providing Advanced Financial Services Functionality in some or all of the Stores in
which same are located, with Financial Services Kiosks not offering Advanced Financial Services
Functionality, or to otherwise discontinue the offering of Advanced Financial Services
Functionality, and to decline to install new Financial Services Kiosks providing Advanced Financial
Services Functionality in future installations, and to instead install Financial Services Kiosks
not providing Advanced Financial Services Functionality.



3.4 Lessor Consents and Franchisee Participation. Cardtronics expressly acknowledges that
certain of the Stores may be leased by 7-Eleven or its Affiliates or operated by 7-Eleven’s
franchisees, or both. Any such Store existing on the Effective Date and not listed on Schedule
B shall also be subject to the Exclusive Rights and terms and conditions set forth in
Section 3.1 unless (i) in the case of a leased Store, the lessor has not consented, if
necessary under the terms of the lease, to the installation and operation of a Financial Services
Kiosk, and (ii) in the case of a franchised Store, the franchisee has not executed a franchisee
amendment providing for the installation and operation of a Financial Services Kiosk in such Store,
in a form reasonably acceptable to 7-Eleven (a “Franchisee Amendment”). 7-Eleven shall request,
and shall use good faith efforts to obtain, such consents and Franchisee Amendments, but 7-Eleven’s
failure to obtain any such consents or Franchisee Amendments despite such request and efforts shall
not constitute a default under this Agreement. Nothing in this Section 3.4 shall require
7-Eleven to expend any out of pocket amounts, or incur any additional obligation or liability, for
the purpose of securing a lessor consent or a Franchisee Amendment. Other than the lessor or
franchisee consents, Cardtronics shall be responsible for obtaining any consents, licenses, permits
or approvals necessary to install and operate Financial Services Kiosks and provide Financial
Services, but Cardtronics shall have no obligation to obtain any of the consents, licenses, permits
and approvals necessary to build, alter, occupy, use or operate the Stores.



3.5 Transition of ATM Services to Cardtronics. The Parties shall adhere to any procedures,
schedules and requirements as may be mutually agreed in a transition plan executed by both parties
describing the transition of the Financial Services to Cardtronics (the “Transition Plan”).



3.6 Installation of Financial Services Kiosks. Cardtronics shall minimize disturbances to
Store operations during Cardtronics’ installation of any Financial Services Kiosks. Such
installation shall not take place during any period of peak operation of the Store as reasonably
designated by 7-Eleven by prior notice to Cardtronics. Cardtronics and 7-Eleven shall mutually
agree on the schedule for installation, removal, or movement of any Financial Service Kiosk.
Cardtronics and 7-Eleven shall work together to allow 7-Eleven adequate time to address
communications, POP, advertising, etc. with respect to the applicable Functionality that exists on
the Financial Service Kiosk in each location.




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3.7 Store Commitment. 7-Eleven agrees that Cardtronics’ Exclusive Rights in this Agreement
shall apply to at least [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST] Stores during the Term
(“Minimum Store Commitment”). In the event that due to any Store closing, or any sale of a Store
to a purchaser who or which does not assume 7-Eleven’s obligations under this Agreement as
applicable to such Store, there are not sufficient Stores available to Cardtronics to meet the
Minimum Store Commitment in accordance with this Agreement during the period after the Effective
Date and prior to termination of Cardtronics’ rights as to such Store under this Agreement,
7-Eleven shall pay Cardtronics the amount of [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST] per
month for each Store below the Minimum Store Commitment which was not available to Cardtronics, for
each full month from and after such reduction below the Minimum Store Commitment until the date on
which sufficient Stores are available to meet the Minimum Store Commitment again, as liquidated
damages for 7-Eleven’s failure to meet the Minimum Store Commitment. Further, the Southwest
Convenience Store locations shall at all times count towards the Minimum Store Commitment and in
the event that the Store count falls below [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST] after the
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST] year of the Term, all locations once Cardtronics
has declined to install a Financial Services Kiosk shall also count towards the Minimum Store
Commitment. The Minimum Store commitment shall be reduced by one for each Store at which
Cardtronic’s Exclusive Rights are terminated pursuant to this Agreement. Further, the Minimum
Store Commitment shall be temporarily reduced for each Store subject to payments of liquidated
damages under Section 3.9(b).



3.8 Financial Services Kiosk Area. 7-Eleven shall designate the Financial Services Kiosk
Area in each Store in its sole discretion, except that such location must be in the merchandising
area and comply with the specifications as set forth on Schedule C. 7-Eleven hereby grants
Cardtronics a limited license to use the Financial Services Kiosk Area solely to install and
operate the Financial Services Kiosks, and exercise and perform its other rights and obligations
under this Agreement, during (and as and solely to the extent contemplated by this Agreement,
after) the Term and for no other purpose.



3.9 Remodeling Etc. 



(a) If Remodeling is required (due to the type of kiosk, the type of required surround or any other
Cardtronics requirements) for the installation of any Financial Services Kiosk in any Financial
Services Kiosk Area, Cardtronics shall so notify 7-Eleven, and 7-Eleven shall, in coordination with
Cardtronics, (a) prepare all necessary building and construction plans and specifications, (b)
obtain all necessary permits, licenses and/or approvals and (c) complete the Remodeling.
Cardtronics shall promptly reimburse 7-Eleven for all necessary out of pocket costs incurred by
7-Eleven in connection with Remodeling. 7-Eleven shall reasonably cooperate with


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Cardtronics in regards to any necessary removals, moves or reinstallations of Financial Services
Kiosks.



(b) If 7-Eleven or any of its franchisees remodels, reconstructs, improves, alters or relocates
(“Updates”) any Financial Services Kiosk Area, or any Store location that will impact any Financial
Services Kiosk Area, 7-Eleven shall so notify Cardtronics, and Cardtronics shall, in coordination
with 7-Eleven, coordinate any necessary removals, moves, and/or reinstallations. In the event that
7-Eleven chooses to Update a substantial number of stores (more than [CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIALITY
TREATMENT REQUEST] of the Stores) at the same time, and such remodeling is not due to
circumstances beyond 7-Eleven’s reasonable control, and such Updates require the Stores to be
closed for [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST] or more consecutive days, then
7-Eleven, as Cardtronics sole and exclusive remedy, shall pay Cardtronics liquidated damages in the
sum of $[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST] per Store per day.



(c) In all other events, the party either requesting or causing the necessity for a removal, move,
and/or reinstallation shall bear the costs, including costs of removal, shipment and storage.



3.10 Store Closings. In the event that (a) 7-Eleven, in its sole discretion, permanently
ceases retail operation of a Store, (b) an applicable law or regulation prevents, prohibits or
materially restricts a Store from operating a Financial Services Kiosk or (c) a Franchisee
Amendment terminates, then in each case 7-Eleven’s and Cardtronics’ obligations under this
Agreement with regard to such Store shall terminate as of the date of such cessation of operation,
date of effectiveness of the law or termination, as applicable. 7-Eleven shall provide Cardtronics
with no fewer than ninety (90) days’ advance written notice of such cessation and shall notify
Cardtronics in writing of any such termination within ten (10) days of its receipt of written
notice thereof. Removal of the Financial Services Kiosk from the affected Store shall be made
pursuant to Section 18.7. Cardtronics shall provide 7-Eleven at least three (3) days
written notice of the date it desires to remove the Financial Services Kiosk, and Cardtronics shall
not commence removal without 7-Eleven’s prior written consent, which consent shall not be
unreasonably withheld, conditioned or delayed. Any such Store closings shall not reduce the Minimum
Store Commitment as set forth in Section 3.7.



3.11 Security and Access to Stores. Cardtronics shall at all times substantially comply
with 7-Eleven’s and 7-Eleven’s franchisees’ security and access policies as such may be in effect
and are identified or provided in writing to Cardtronics from time to time at each Store, within a
reasonable period of time (but in no event less than 30 days) after Cardtronics receives such
written notice of such policies or change thereto. Cardtronics shall abide by all 7-Eleven and
franchisee rules and regulations as such may be in effect from time to time and are identified or
provided in writing to Cardtronics while on Store premises, including, but not limited to (a)
safety, health and hazardous material management rules, (b) rules prohibiting misconduct on Store
premises such as use of physical aggression against persons or property, harassment,


11









 






security and theft and (c) any other standards and procedures adhered to by employees of 7-Eleven
and its Affiliates and their respective subcontractors. Each Party shall take all reasonable
precautions to ensure safe working procedures and conditions during and in connection with such
Party’s operations while on Store premises. Any Cardtronics employees or subcontractors who access
Stores or other facilities of 7-Eleven or its vendors may be required to sign a separate access
agreement prior to admittance to such facilities.



3.12 Content Requirements and Restrictions. Cardtronics shall at all time comply with the
provisions set forth in Section 7.4, and any additional requirements that may be set forth
in Schedule E.



3.13 Network Agreements. Cardtronics has assumed certain interchange, financial network
and similar agreements relating to the operation of the Financial Services Kiosks which were
entered into by 7-Eleven prior to the date of this Agreement. All of the foregoing agreements are
hereinafter collectively called “Network Agreements”. 7-Eleven agrees that it and its franchisees
will perform any obligations identified in Schedule H which pertain solely to the operation
or ownership of the Stores in such Network Agreements.



3.14 Networks. Cardtronics shall throughout the Term maintain participation in a broad
enough range of national and/or regional EFT networks such that cards are accepted by the Financial
Services Kiosk at a rate consistent with 7-Eleven’s historical experience.



3.15 Quarterly Meetings. The Parties shall engage in quarterly meetings as set forth in
Schedule G.




4. Equipment. 



4.1 Financial Services Kiosk Specifications. Cardtronics reserves the right to select the
make and model of Financial Services Kiosks for installation or to hereafter substitute other makes
and models Financial Service Kiosks installed in any Financial Services Kiosk Area, so long as any
such substitute Financial Services Kiosk (a) has permitted functionality, (b) meets the
specifications set forth in Schedule C, as may be amended from time to time to conform to
legal requirements, or by mutual agreement, (c) does not place any additional burden on the Store’s
structural or utility systems, including without limitation electrical and telephone systems, and
(d) has a similar appearance in color and design that is comparable to the existing 7-Eleven ATM
base. 7-Eleven shall provide or cause to be provided the Financial Services Kiosk Areas in the
Stores in accordance with this Agreement. Cardtronics shall inform 7-Eleven of the vendor and
model number (or other means of equipment identification) and space requirements for normal
operation, maintenance and service of the Financial Services Kiosk, its immediate surrounds or
fixtures, its signage required to be provided pursuant hereto and related equipment selected by
Cardtronics prior to the commencement of installation of any Financial Services Kiosk.
Notwithstanding the foregoing, or any other provision of this Agreement to the contrary, however,
the Financial Services Kiosks and equipment purchased from 7-Eleven shall be deemed to comply with
this Agreement in all respects, and for all purposes under this Agreement as of the Effective Date.




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4.2 Periodic Replacement. Cardtronics shall replace Financial Services Kiosks as mutually
determined necessary in the quarterly meeting with 7-Eleven described in Schedule G.



4.3 Standards; Warranties. Cardtronics represents and warrants that it shall perform all
its obligations hereunder with promptness and diligence, and in a good and workmanlike manner and
in accordance with industry standards for well managed financial services operations.



4.4 Removal of Money Order Functionality. 7-Eleven shall have caused to be executed a Task
Order with NCR to remove all money order printers and other money order functionality equipment or
software, and take such other steps as are needed to terminate money order functionality, from the
Financial Services Kiosks offering such functionality as soon as reasonably possible, but in any
event within one (1) year after the Effective Date. The costs associated with respect to the Task
Order shall be the responsibility of 7-Eleven. 7-Eleven shall have no further responsibility with
respect to the money order printers or the Financial Services Kiosks associated with the removal of
money order functionality, and NCR shall be responsible for performing the Task Order. Any Down
Time (as defined in Schedule D) of a Financial Services Kiosk caused by NCR in connection with the
Task Order shall be excluded in calculating the “Availability” of said Financial Services Kiosk.




5. Maintenance of Financial Services Kiosks.



5.1 Cardtronics to Provide Maintenance. Cardtronics shall provide, or cause to be
provided, at its own expense, maintenance of each Financial Services Kiosk. Cardtronics shall not
unduly hinder the operations of the Stores while performing its maintenance duties. Cardtronics
shall supply 7-Eleven with the name, address and telephone number of its subcontractors responsible
for maintenance for purposes of identification. Cardtronics or its designated service agents or
subcontractors shall have the right to enter a Store during such Store’s normal business hours to
perform the maintenance required hereby.



5.2 Definition of Maintenance.



(a) Cardtronics. For purposes of this Agreement, the terms “maintain” and “maintenance” of
Financial Services Kiosks shall include cleaning, repair (whether or not defects are covered by
manufacturer’s warranties), parts installation, parts replacement and replenishment of the supply
of Vault Cash (as that term is defined in Section 15.2), as well as all labor in connection
with each of the foregoing. Cardtronics shall maintain adequate amounts of Vault Cash in each
Financial Services Kiosk at all times. “Adequate amounts of Vault Cash” means that amount of cash
required for each Financial Services Kiosk to satisfy customer withdrawals made between
replenishments of cash by Cardtronics in conformance with the service levels set forth in
Schedule D. Cardtronics shall be responsible for required data communications lines from
the Financial Services Kiosk to the Store router or switch, and all telephone hook-up, data line
and/or communications network charges.



(b) 7-Eleven. 7-Eleven shall maintain the Store space surrounding the Financial Services
Kiosk Area in a reasonably neat and orderly condition and free of obstructions. 7-Eleven, at its
sole expense, shall cause to be installed, maintained, and available for Cardtronics’ use from and
after the Install Date, on a plug in basis, required data communication lines installed to the
Store


13









 






router or switch, and electric lines necessary or appropriate for or in connection with the
operation of the Financial Services Kiosks. The cost of all utilities shall be borne by 7-Eleven.



5.3 Failure to Maintain Financial Services Kiosks. Cardtronics agrees to be bound by the
service level provisions set forth in Schedule D.




6. Personnel.



6.1 Qualifications of Cardtronics Employees and Subcontractors. Cardtronics agrees that
the employees and subcontractors it assigns to perform any services relating to the Financial
Services Kiosks in Stores (which may at Cardtronics’ option be Affiliates of Cardtronics) shall be
personnel reasonably qualified for the services they are to perform.



6.2 Replacement of Cardtronics Employees and Subcontractor Employees. 7-Eleven shall give
written notice to Cardtronics if 7-Eleven (i) reasonably determines that any of Cardtronics’
employee’s or subcontractor’s employee’s performance is materially deficient, or (ii) discovers
that there have been material misrepresentations by or concerning the employee or subcontractor
employee. Cardtronics shall then promptly investigate the situation and develop a plan to resolve
any issues. If the issues are not resolved within a reasonable period (taking into account the
harm or potential harm to 7-Eleven), then Cardtronics will replace the employee or subcontractor
employee with a person satisfying the criteria set forth in Section 6.1. Nothing in this
provision shall be deemed to give 7-Eleven the right to require Cardtronics to terminate the
employment of any of Cardtronics’ employees or subcontractor’s employees; rather, it is intended to
give 7-Eleven only the right to require that Cardtronics or such subcontractor discontinue using an
employee in the performance of the services relating to the Financial Services Kiosk Project.




7. Cardtronics Services.



7.1 Provision of Cardtronics Financial Services. Cardtronics shall provide the Financial
Services at the Stores, subject to the terms and conditions contained in this Agreement (including
without limitation the terms and conditions of Section 3.1 of this Agreement) and any
applicable Schedules. Cardtronics shall provide and/or obtain all facilities, personnel and other
resources as are necessary to provide the Cardtronics Services, the costs of which shall be borne
by Cardtronics, except as otherwise expressly provided in this Agreement.




14









 







7.2 Financial Services Changes. After the Effective Date, the parties will meet quarterly
to discuss potential new product and/or service opportunities as Advanced Financial Services
Functionality. Cardtronics shall have no right to add new products or services to the Financial
Services Kiosks without 7-Eleven’s prior written consent, which may be withheld in 7-Eleven’s sole
discretion. However, Cardtronics shall have the right to (i) discontinue or materially reduce any
Financial Services on the Financial Services Kiosks deployed in the Stores, or (ii) materially
modify or enhance any Financial Services on the Financial Services Kiosks deployed in the Stores
(collectively “Financial Services Changes”), all in its good faith business judgment, and in each
case without the prior written consent of 7-Eleven. 7-Eleven shall have no obligation to share in
any development or implementation costs relating to any Financial Services Change proposed by
Cardtronics. Cardtronics may not implement any changes involving any Alternative Revenue Streams
(or “ARS”) as described in Schedule E without 7-Eleven’s prior written approval which
approval shall be in 7-Eleven’s sole discretion, except as may be otherwise provided in
Schedule E with respect to adding BINs on existing agreements.



7.3 Use of Subcontractors. Subject to Section 6 and all other terms of this
Agreement, Cardtronics may delegate or subcontract any of its obligations under this Agreement
without the prior consent of 7-Eleven; provided however, that Cardtronics may not delegate or
subcontract any of its obligations hereunder to a Competitor of 7-Eleven without 7-Eleven’s prior
written consent. With respect to any obligations of Cardtronics under this Agreement performed by
subcontractors, Cardtronics will remain responsible for such obligations to the same extent
Cardtronics would be responsible for Cardtronics’ employees. Cardtronics will not disclose to any
subcontractor any 7-Eleven Confidential Information unless and until such subcontractor has agreed
in writing to protect the confidentiality of such information in a manner that is equivalent to
that required of Cardtronics hereunder.



7.4 Cardtronics Service Warranty. Cardtronics represents and warrants to 7-Eleven that
Cardtronics’ respective Marks, Financial Services Kiosk screens and all marketing materials shall
not (a) contain or permit to appear any defamatory or libelous material or material that discloses
private or personal matters concerning any person, without such person’s consent, (b) contain or
permit to appear any messages, data, images or programs that are illegal (including Internet
gambling), contain nudity or sexually explicit content or are obscene or pornographic (c) contain
or permit to appear any messages, data, images or programs that would violate the intellectual
property rights of others, including, but not limited to, unauthorized copyrighted text, images or
programs, trade secrets or other confidential proprietary information, or trademarks or service
marks used in an infringing fashion. In the event Cardtronics breaches any of its warranties
hereunder, 7-Eleven may require Cardtronics to immediately remove any or all noncompliant
Cardtronics screens from the Financial Services Kiosk, at 7-Eleven’s sole discretion, until
Cardtronics adequately demonstrates to 7-Eleven that Cardtronics is in full compliance with the
warranties set forth herein. Notwithstanding the foregoing, in any event, Cardtronics’ failure to
remedy the breach after notice as provided in this Agreement shall be deemed a material breach of
this Agreement. Cardtronics acknowledges and agrees that, as between Cardtronics and 7-Eleven,
Cardtronics will be solely responsible for any claims or other losses associated with or resulting
from the Financial Services, including, without limitation, any warranty, return or support
obligations related to the Financial Services or any regulatory, statutory, or legal compliance or
non-compliance issues related to the Financial Services. Cardtronics shall provide 7-Eleven with
the name and contact information of an individual who


15









 






will act as a point of contact between 7-Eleven and Cardtronics on all customer service issues, and
Cardtronics will update such information from time to time as necessary.



7.5 Cardtronics Renegotiations. Cardtronics may renegotiate the terms of any Cardtronics
third party service provider agreement to change maintenance services provided by such third party
in connection with the Financial Services Kiosk Project as of the Effective Date, without the
requirement of prior written consent of 7-Eleven, provided that Cardtronics remains in compliance
with the standards set forth in this Agreement.




8. Payments and Consideration.



8.1 Cardtronics Transaction Fees. In consideration for the rights granted to it under the
Agreement, Cardtronics shall pay 7-Eleven the transaction fees (the “Transaction Fees”) in
accordance with Schedule E and the Alternate Revenue Stream payments in accordance with
Schedule E-1.




9. Intellectual Property and Software.



9.1 General Knowledge of Parties. Subject to the confidentiality obligations contained
herein, nothing contained in this Agreement shall prevent or preclude a Party from utilizing the
general knowledge, skill or experience acquired by the Party in the course of performing its
obligations under this Agreement.



9.2 Third Party Notices. If a Party receives a notice of infringement, request for
disclosure, subpoena or other inquiry with respect to the other Party’s Intellectual Property
Rights or Confidential Information, it shall, as soon as practical, notify the other Party in
writing. The Party receiving the third party notice shall not respond to such notices, requests,
subpoenas or inquiry without first so notifying the other Party in writing.



9.3 Trademark Licenses.



(a) Cardtronics hereby grants to 7-Eleven a non-exclusive, non-transferable (except as set forth in
Section 19.3), royalty-free license, during the Term, to use, display, distribute, perform
and publish any trademarks, trade names, service marks and logos that may be delivered by
Cardtronics to 7-Eleven or otherwise authorized by Cardtronics for use by 7-Eleven (the
“Cardtronics Marks”) for purposes related to this Agreement. Any use of the Cardtronics Marks by
7-Eleven must be approved in advance in writing by Cardtronics and must also comply with this
Agreement and the then-most recent written usage guidelines, if any, that are delivered to 7-Eleven
by Cardtronics. Whenever 7-Eleven makes use of any Cardtronics Marks, 7-Eleven shall apply an
appropriate legend (where reasonable) acknowledging that such Cardtronics Marks are the property of
Cardtronics.



(b) 7-Eleven hereby grants to Cardtronics a non-exclusive, non-transferable, royalty-free license
(with sublicensing rights to Branding Partners as provided for in Section 11.2), during the
Term, to use, display, distribute, perform and publish any trademarks, trade names, service marks
and logos that may be delivered by 7-Eleven to Cardtronics or otherwise authorized by 7-Eleven for
use by Cardtronics (the “7-Eleven Marks”) but only at the Stores and only for purposes related to
this Agreement. Any use of 7-Eleven Marks by Cardtronics must be


16









 






approved in advance in writing by 7-Eleven and must also comply with this Agreement and the
then-most recent written usage guidelines, if any, that are delivered to Cardtronics by 7-Eleven.
Whenever Cardtronics makes use of any 7-Eleven Marks, Cardtronics shall apply an appropriate legend
(where reasonable) acknowledging that such 7-Eleven Marks are the property of 7-Eleven.



(c) Each of 7-Eleven and Cardtronics represent and warrant to the other that its respective Marks,
internet sites and marketing materials relating to the Financial Services Kiosk Project shall not
contain or permit to appear (a) any defamatory or libelous material or material that discloses
private or personal matters concerning any person, without such person’s consent, (b) any messages,
data, images or programs that are illegal (including internet gambling), contain nudity or sexually
explicit content or content that is obscene or pornographic or (c) any messages, data, images or
programs that would violate the Intellectual Property Rights of others, including, but not limited
to, unauthorized copyrighted text, images or programs, trade secrets or other confidential
proprietary information, or trademarks or service marks used in an infringing fashion.



(d) Cardtronics acknowledges that the 7-Eleven Marks are a symbol of 7-Eleven’s goodwill.
Cardtronics agrees that it shall not use, register or attempt to register in the Territory, or any
other location world wide, any trademark, trade name, service mark, domain name or company name
that contains the word or letters “7-Eleven,” “Seven Eleven,” or “7-11” or that would cause a
likelihood of confusion with the 7-Eleven Marks.



(e) 7-Eleven acknowledges that the Cardtronics Marks are a symbol of Cardtronics’ goodwill.
7-Eleven agrees that it shall not use, register or attempt to register in the Territory, or any
other location world wide, trademark, trade name, service mark, domain name or company name that
contains the word or letters (e.g. “Cardtronics”) or that would cause a likelihood of confusion
with the Cardtronics Marks.



(f) The Financial Services Kiosks may be primarily branded with a trade name subject to 7-Eleven
written approval. Cardtronics may (i) brand the Financial Services Kiosks located outside the
Stores using a different mark in its discretion; (ii) place other service providers’ brands, logos
and marks on the Financial Services Kiosks located inside or outside the Stores; and (iii) place
the brands, logos or marks of other significant Financial Services Kiosk Project suppliers on
Financial Services Kiosk monitors or other physical parts of the Financial Services Kiosks located
inside or outside the Stores; provided, for each of the foregoing, the placement of additional
brands or logos on the Financial Services Kiosks shall be selected and approved jointly by the
Parties. Notwithstanding the foregoing, in no event shall any brands or logos of Competitors of
7-Eleven appear on the Financial Services Kiosks whether on the exterior surrounds, screens, or
receipts or coupons.



(g) Nothing contained in this Agreement shall give either Party any right, title or interest in or
to any Intellectual Property Rights of the other Party, except for the limited rights expressly
granted hereunder.




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10. Confidentiality and Information Security.



10.1 Confidential Information. Each Party (the “Receiving Party”) acknowledges the claim
of the other Party (the “Disclosing Party”) that the Receiving Party possesses and shall continue
to possess information that has been developed or received by the Disclosing Party, has commercial
value in the Disclosing Party’s business or that of its customers and is not in the public domain.
“Confidential Information” of Cardtronics shall mean (a) all materials of Cardtronics or its
Affiliates, or their respective subcontractors, clearly marked as “Confidential,” and (b) Customer
Data with respect to Cardtronics Services. “Confidential Information” of 7-Eleven shall mean all
materials of 7-Eleven or its Affiliates or franchisees, or their respective subcontractors, clearly
marked “Confidential” and/or all other information of 7-Eleven or its Affiliates or franchisees or
their respective agents and subcontractors, including information regarding the operations,
facilities and consumer markets of such parties, all as provided to or obtained by Cardtronics from
such parties, including all media containing any such information (whether on paper, diskette,
CD/ROM, or otherwise) subject to the exceptions in Section10.3.



10.2 7-Eleven agrees that operating data (including without limitation transaction volumes,
pricing, and historical trends) related to the Financial Services Kiosks at 7-Eleven locations
(“7-Eleven Operating Data”) may be used by Cardtronics solely as set forth in this paragraph.
Cardtronics may aggregate (with other operating data) and de-identify 7-Eleven Operating Data so
that it cannot be related to or otherwise identified with 7-Eleven (“De-identified Data”) and may
use such De-identified Data for its business purposes. More specifically, Cardtronics will ensure
that the De-identified Data does not include any individual Store identifiers, addresses, zip
codes, DMA information, IP addresses, and any other information that can be used to identify a
Store or 7-Eleven. Except as otherwise set forth in this Section, Client will not permit any
7-Eleven Operating Data, in whole or in part, or a copy thereof to pass into the possession of any
Competitor. Provided, however, for the purposes of raising funds or communications and or
presentations with respect to potential investors or the investment community, Cardtronics shall be
able to identify 7-Eleven as the source of De-identified Data so long as such data does not include
any individual Store identifiers, addresses, zip codes, DMA information, IP addresses, and any
other information that can be used to identify a particular Store or DMA. Cardtronics agrees that
it shall not permit any Competitor to attempt, directly or indirectly, to re-identify the
De-identified Data.



10.3 Exceptions. The confidentiality obligations of the Parties regarding the Confidential
Information of the other set forth below shall not apply to any material or information that (a) is
or becomes a part of the public domain through no act or omission by the Receiving Party, (b) is
independently developed by the Receiving Party without use or reference to the Confidential
Information of the Disclosing Party, (c) is disclosed to the Receiving Party by a third party that,
to the Receiving Party’s knowledge, was not bound by a confidentiality obligation to the Disclosing
Party, (d) is required by law (including disclosure necessary or appropriate in filings with the
U.S. Securities Exchange Commission) or generally accepted accounting principles, or (e) is
demanded by a valid order by a court or other governmental body, as required by law; provided,
however, that except to the extent such order results in such Confidential Information becoming
part of the public domain, the confidentiality obligations of the Parties shall continue to apply
to such Confidential Information. Each Receiving Party agrees to notify the Disclosing Party
promptly of the receipt of any such order and to promptly provide the Disclosing Party


18









 






with a copy of such order. If a Receiving Party is required to disclose Confidential Information
in response to a valid order by a court or other governmental body, as required by law, the
Receiving Party may disclose such Confidential Information only to the extent legally compelled.
The Receiving Party shall give the Disclosing Party an opportunity to oppose any such order and to
seek a protective order that protects the Confidential Information at issue before the Receiving
Party complies with any such court or governmental order.



10.4 Obligations. Subject to Section 10.7, each Receiving Party shall keep
confidential the Disclosing Party’s Confidential Information; provided, however, that a Receiving
Party may disclose such information of the Disclosing Party to persons performing services relating
to the Financial Services Kiosk Project where (a) such disclosure is necessary to perform the
Receiving Party’s obligations hereunder or otherwise authorized by this Agreement and (b) such
persons agree in writing to assume the confidentiality obligations contained herein or are
otherwise obligated to maintain the confidentiality of such information on terms substantially
similar to the terms of this Section 10. Furthermore, no Receiving Party may (a) make any
use or copies of the Disclosing Party’s Confidential Information except in performing under this
Agreement, (b) acquire any right in or assert any lien against the Disclosing Party’s Confidential
Information, or (c) refuse for any reason (including a default or breach of this Agreement by the
Disclosing Party) to promptly provide the other’s Confidential Information (including copies
thereof) to the other if requested to do so.



10.5 Disclosure. In the event of any Party becoming aware of any unauthorized disclosure
or loss of, or inability to account for, any of the other’s Confidential Information, such Party
shall notify the other Party as soon as reasonably practicable under the circumstances.



10.6 Return.



(a) 7-Eleven shall transfer possession of all Confidential Information of Cardtronics (including
all existing copies thereof) to Cardtronics upon the termination of this Agreement, whether or not
due to a breach by Cardtronics, or, if 7-Eleven so elects in writing, such materials shall be
erased or destroyed from files maintained by 7-Eleven and 7-Eleven shall certify in writing to
Cardtronics that the same has been erased or destroyed.



(b) Cardtronics shall transfer possession of all Confidential Information of 7-Eleven (including
all existing copies thereof) to 7-Eleven upon the termination of this Agreement whether or not due
to a breach by 7-Eleven, or, if Cardtronics so elects in writing, such materials shall be erased or
destroyed from files maintained by Cardtronics and Cardtronics shall certify in writing to 7-Eleven
that the same has been erased or destroyed.



10.7 Information and System Security. Cardtronics hereby assumes responsibility for
maintaining the security and integrity of the Financial Services Kiosks, but shall not have
responsibility for maintaining the security and integrity of the Stores, or the merchandise or
other assets or employees of 7-Eleven or its franchisees. Subject as aforesaid, Cardtronics shall
develop and implement a comprehensive security program for the Financial Services Kiosks in order
to comply with Cardtronics’ security and privacy obligations hereunder. As a part of such security
program, to the extent commercially reasonable, Cardtronics shall conduct the regular application
of Cardtronics Software upgrades as necessary to reduce or limit vulnerabilities to


19









 






Viruses and the implementation of vendor recommended security features available on each
Cardtronics Service. In the event that Cardtronics is utilizing any aspect of a 7-Eleven network
or telecommunications lines, Cardtronics shall comply with any security obligations in respect of
Cardtronics’ use of such lines set forth in any Network Agreement that may exist between 7-Eleven
and Cardtronics.



10.8 No Other Rights. Nothing contained in this Section 10 shall be construed as
granting to or conferring on a Party, expressly or implicitly, any rights or license to the
Confidential Information of the other Party.



10.9 Injunctive Relief. The Parties acknowledge and agree that a breach of Sections 10
or 11 will give rise to irreparable injury that is not adequately compensable in damages.
Accordingly, either Party may seek injunctive relief against the breach or threatened breach of
Sections 9 or 10 in addition to any such legal and equitable remedies available.



10.10 Business Continuity. Cardtronics shall be responsible for implementing and keeping
current disaster recovery and business continuity plans that reasonably anticipate events or
disasters of varying types affecting the delivery of the Cardtronics or 7-Eleven Services. Such
plans shall be subject to 7-Eleven’s approval. Cardtronics will provide 7-Eleven written notice as
to any material change in Cardtronics’ disaster recovery and business continuity plan. Any
amendments or updates thereto are also subject to 7-Eleven’s approval under this Agreement.
7-Eleven shall further have the right to audit Cardtronics’ disaster recovery and business
continuity plans and operations in accordance with Section 17, at 7-Eleven’s sole cost and
expense. Cardtronics shall provide for secure back-up of all data provided by 7-Eleven and for all
processed data hereunder in accordance with commercially reasonable standards. 7-Eleven’s
approvals under this Section 10.10 shall not be unreasonably withheld, conditioned or
delayed.



10.11 System Compromise. If Cardtronics discovers that an unauthorized use, violation,
compromise or breach of security (electronic or physical) involving or related to any Cardtronics
Customer Data or the Financial Services Kiosks or the network has occurred, whether the incident
originates within Cardtronics or externally (“Security Incident”), Cardtronics will (a) as soon as
reasonably possible, but in any event within twelve (12) hours after discovery notify both the
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST] (with written e-mail or facsimile confirmation);
(b) use continuous, commercially reasonable efforts to correct the problem within that period, or,
if that is not feasible, within a reasonable time period as determined by 7-Eleven; (c) provide
7-Eleven with interim and final written reports as 7-Eleven requires; (d) document the security
incident in a detailed incident response log; and (e) cooperate with 7-Eleven in drafting any
public statements and obtain 7-Eleven’s prior approval of any public statements related to such
breach before releasing or making such statements. In the event of any Security Incident,
7-Eleven, at its option, may immediately conduct a security assessment and/or audit in accordance
with Section 17.




20









 








11. Advertising and Marketing



11.1 Financial Services Kiosk Signage. 7-Eleven owns and shall maintain in good condition
at all times all signage at a Store of any kind, and whether on interior or exterior walls, windows
or doors (“Store Signage”) other than signage which is attached to and part of the Financial
Services Kiosk (“Kiosk Signage”), related to each Financial Services Kiosk, including without
limitation, any exterior, back-lit sign (a “Can Sign”) for such a Financial Services Kiosk, noting
the existence of the Financial Services Kiosk therein. The particular site, content and placement
of all Store Signage shall be reasonably determined by 7-Eleven, subject to any necessary consent
from 7-Eleven’s lessors and franchisees (which consents 7-Eleven shall use good faith efforts to
obtain). 7-Eleven shall designate a unique, uniform Can Sign indicating the availability of
Financial Services within Stores, and Cardtronics shall provide each Store with such a Can Sign,
and shall install it at Cardtronics’ expense which shall not exceed an average of [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
CONFIDENTIALITY TREATMENT REQUEST] per such Store; provided however, if the costs of the Can Signs
at any point exceed the average of [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST] per such Store
and Cardtronics elects not to purchase any further Can Signs, 7-Eleven shall not be required to
provide and maintain a Can Sign with respect to any such location. 7-Eleven shall then maintain and
exclusively own any such Can Sign. Cardtronics shall own and maintain in good condition at all
times all Kiosk Signage, at Cardtronics’ expense. Nothing contained herein shall require, however,
that 7-Eleven or Cardtronics alter any signage (except for maintenance purposes) currently existing
at any Store. 7-Eleven shall ensure that all Store Signage (including without limitation all Can
Signs) complies with applicable local, state and federal rules, regulations and /or ordinances, and
remains in compliance after the date of this Agreement. Cardtronics shall ensure that all Kiosk
Signage complies with applicable local, state and federal rules, regulations and/or ordinances,
including applicable customer notices regarding Transaction fees and surcharges after the date of
this Agreement.



11.2 Marketing Coordination. Although both Parties are free to advertise the Financial
Services Kiosks’ availability in the manner provided in this Section 11, the Parties shall
make commercially reasonable efforts to coordinate their marketing efforts in order to maximize
customer usage of the Financial Services Kiosks.



(a) Cardtronics and/or Branding Partners in connection with Cardtronics’ Financial Services
business may, at its expense, advertise the existence and location of the Financial Services
Kiosks within each Store and the services offered thereby in such media and in such a manner as to
effectively promote the Financial Services Kiosk Project. Such advertising may identify the
location of the Store and may feature the name “7-Eleven,” along with the following: “7-Eleven is a
registered trademark of 7-Eleven Inc., all rights reserved”. 7-Eleven grants to Cardtronics
and/or Branding Partners a limited non-exclusive non-transferable royalty-free license to use the
7-Eleven Marks solely in accordance with 7-Eleven trademark usage guidelines (a copy of which will
be provided to Cardtronics upon request). Any other advertising or promotion using the 7-Eleven
Marks shall be subject to the prior express written consent of 7-Eleven, which shall not be
unreasonably withheld, conditioned or delayed. With the exception of the 7-Eleven


21









 






Marks, any promotion, advertising or publicity developed solely by Cardtronics shall be the
property of and belong exclusively to Cardtronics. All promotion, advertising or publicity of the
Financial Services Kiosks by a Party (or such Branding Partners) shall be subject to the approval
of the other Party, which shall not be unreasonably withheld, conditioned or delayed. Except as
otherwise expressly allowed or required by this Agreement, Cardtronics and such Branding Partners
shall not have any right to conduct promotion, advertising or publicity in Stores, or place any
signage in Stores, without the prior written consent of 7-Eleven, which shall not be unreasonably
withheld, conditioned or delayed. Cardtronics shall not be required to spend any specific amount
toward advertising and promotion of the Financial Services Kiosks. For the avoidance of doubt,
Cardtronics is permitted to refer to the address of each Financial Services Kiosk in
advertisements, and in listings of Financial Services Kiosk locations in brochures and on
Cardtronics’ web site, together with a descriptive identifier relating to the location, however,
Cardtronics understands and agrees that it does not have the authority to otherwise use any logo,
trademark, or other identifying mark of 7-Eleven without the prior consent of as set forth in this
Section 11.2(a) except as provided herein.



(b) 7-Eleven shall have the right to advertise the existence of the Financial Services Kiosks at
its Stores. 7-Eleven may incorporate the Financial Services Kiosk Project in 7-Eleven’s
traditional regional advertising and/or national advertising as 7-Eleven deems appropriate in its
sole discretion. 7-Eleven may use the Cardtronics Marks in advertising and promoting the Financial
Services Kiosk Project, provided that such advertising shall be restricted to the promotion of the
Financial Services Kiosk Project and (notwithstanding any provision of this Agreement to the
contrary) any such advertising or promotion using the Cardtronics Marks shall be subject to the
prior express written consent of Cardtronics, which shall not be unreasonably withheld, conditioned
or delayed. Any promotion, advertising or publicity developed solely by 7-Eleven shall be the
property of and belong exclusively to 7-Eleven. 7-Eleven shall not be required to spend any
specific amount toward advertising and promotion of the Financial Services Kiosks. Cardtronics
shall use reasonable efforts to procure for 7-Eleven all trademark licenses and other rights from
Cardtronics Service vendors or other third parties that 7-Eleven may need or request in order to
promote, advertise and/or publicize the Financial Services Kiosk Project as well as the Cardtronics
Services offered on Financial Services Kiosks in the Stores, if such licenses and other rights can
be obtained on commercially reasonable terms.




12.
POS Non-Exclusivity and Non-Solicitation.



12.1 No Point of Sale Exclusivity. Notwithstanding anything to the contrary herein,
7-Eleven and its subcontractors shall have the right to install and operate within any Store any
point of sale or similar devices for the sale of money orders, or for the accessing of bank
accounts, credit cards, debit cards or government benefits in payment of a then current sale of
goods sold or service rendered by 7-Eleven in the normal course of its convenience store business
or for Cash-Back. Cash-Back shall in no event exceed [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIALITY TREATMENT
REQUEST] per transaction, and in no event shall such amount increase in the first year after the
Effective Date. 7-Eleven shall notify Cardtronics of any increase in the Cash Back amount and shall
provide the competitive rationale for such increase. In addition, 7-Eleven can offer Advanced
Financial Services Functionality (as defined on the Effective Date) in part or in whole over the
counter in Stores


22









 






where the Financial Services Kiosk does not offer the applicable functionality. If Cardtronics
desires to install the Advanced Financial Services Functionality at issue on a Financial Services
Kiosk in any of these Stores in which it retains Exclusive Rights it shall provide 7-Eleven ninety
(90) days written notice and 7-Eleven shall cease such over the counter sales of the applicable
Advanced Financial Services Functionality provided that Cardtronics makes such functionality
available in the ninety (90) day period. 7-Eleven and its subcontractors shall also have the right
to install and operate within any Store any other type of kiosk offering any type of service that
does not compete with any of the Financial Services offered on the Financial Services Kiosks
located in the Stores.



12.2 Right to Hire Employees of the Other Party. Neither Party shall have the right to
solicit the employment of or employ the employees of the other Party with whom they come in contact
in connection with the Financial Services Kiosk Project until one year after termination of this
Agreement; provided, however, that the restrictions set forth in this Section shall not prohibit
any Party from advertising employment opportunities in publications of wide circulation and from
hiring any employee of the other Party who responds to such advertisements.




13. Contract and Project Management.



13.1 Contract Executives. Each Party shall designate a Contract Executive (herein so
called) to be responsible for arranging all meetings, visits and consultations between the Parties
relating to the performance of this Agreement. The Contract Executives shall also oversee all
administrative matters relating to this Agreement, including invoices, payments and amendments;
provided however, that each Contract Executive is authorized only to discharge his or her
respective Party’s obligations set forth herein. The following individuals are hereby designated
by 7-Eleven and Cardtronics, respectively, to be their respective Contract Executives:




	 	 	 
	7-Eleven Contract Executive:

	 	Kevin Elliott
	 
	 	 
	Cardtronics Contract Executive:

	 	Michael H. Clinard





Each Party may designate a new Contract Executive from time to time by providing notice to the
other Party of such designation.



13.2 Periodic Reports. Cardtronics shall provide 7-Eleven with the written reports
described in Schedule F, and at the intervals and in the format(s) described in
Schedule F.



13.3 Periodic Meetings. Cardtronics or 7-Eleven may reasonably request of the other Party
that the Parties schedule and hold at reasonable intervals:



(a) meetings of the Contract Executives of the Parties to determine the priorities for maintenance
of the Financial Services Kiosks and the development of new Financial Services;



(b) meetings of 7-Eleven and Cardtronics management representatives to review their respective
performance reports and to discuss planned or anticipated activities and changes that might affect
performance and such other matters as appropriate;




23









 







(c) meetings of the senior management of the Parties to review relevant contract and performance
issues, which meeting shall occur at least annually; and



(d) meetings of other 7-Eleven and Cardtronics personnel, as reasonably necessary to provide
information regarding each Party’s performance under the Agreement.



Any of the meetings referred to herein may, at either Party’s option, be held by telephone
conference call. All such meetings shall have a published agenda issued sufficiently in advance of
the meeting to allow meeting participants a reasonable opportunity to prepare for the meeting. The
agenda for, as well as minutes of each such meeting shall be the responsibility of the Party
calling the meeting.



13.4 Project Management. Cardtronics shall provide Financial Services Kiosk Project
management as the overall project integrator (to the extent necessary), including but not limited
to hardware, surround, network and software integration, installation coordination and marketing.
7-Eleven, as an independent contractor, shall reasonably support the development and implementation
of the Financial Services on the Financial Services Kiosks. Cardtronics shall establish and
maintain project-wide processes for consolidated issue tracking change control, scheduling,
documentation control and signoff control as necessary.




14. Regulatory Compliance.




     7-Eleven shall maintain each Financial Services Kiosk Area and Accessway in compliance with
all applicable laws, codes, ordinances, rules and regulations (including without limitation the
Americans with Disabilities Act and all related laws, ordinances and regulations, whether federal,
state and local) (“Applicable Laws”) throughout the term of this Agreement. Cardtronics shall, at
its sole cost and expense, ensure that the operation and security of each Financial Services Kiosk
and Cardtronics Software and all Cardtronics Services are in compliance with all Applicable Laws,
throughout the term of this Agreement. Each Party shall give the other Party timely notice of any
non-compliance under the terms of this provision of which it becomes aware, whether the Party
becomes aware of such non-compliance from a governmental or third-party allegation or otherwise.
As a part of each Party’s regulatory compliance obligations hereunder, Cardtronics shall timely
undertake any changes relating to the Financial Services Kiosks, Cardtronics Services, and
Cardtronics Software as may be required by Applicable Laws; and 7-Eleven shall timely undertake any
changes relating to the Financial Services Kiosk Areas and Accessways as may be required by
Applicable Laws. Each Party shall cooperate with the other Party in making any changes required
under this provision. Each Party shall indemnify, protect, defend, pay and hold harmless the other
Party, its Affiliates and their respective directors, officers, employees, agents, partners and
assigns from and against any and all amounts, demands, claims, suits, causes of action,
liabilities, costs, expenses, damages, settlements and judgments (including, without limitation,
all claim losses) relating to a breach of that Party’s duties undertaken in this provision and the
underlying non-compliance with any Applicable Laws, or a claim by a government or private party of
such non-compliance. In addition, 7-Eleven shall indemnify, protect, defend, pay and hold harmless
Cardtonics, its Affiliates and their respective directors, officers, employees, agents, partners
and assigns from and against any and all amounts, demands, claims, suits, causes of action,
liabilities, costs, expenses, damages, settlements and judgments (including, without limitation,
all claim losses)



24









 







relating to a third party claim against Cardtronics based upon non-compliance by a Store with
any Applicable Laws (but excluding any claims to the extent arising in whole or in part from the
Financial Services or the Financial Services Kiosk). Each party shall provide to the other Party
evidence that the Party has complied with such regulatory requirement or law within 30 days (or
where compliance cannot be achieved with reasonable diligence within 30 days, such longer period as
may be reasonably necessary to achieve compliance, provided that efforts to comply begin within
said 30 day period and are continued to completion with reasonable diligence), from the date of
receipt of the notice of non-compliance or alleged non-compliance from the Other Party. In the
event a Party fails to provide the other Party with evidence of compliance satisfactory to that
Party within such applicable period, then such Party shall be deemed to be in material breach of
this Agreement.



15. Title; Risk of Loss; Taxes



15.1 Ownership of Financial Services Kiosks. Each Financial Services Kiosk shall remain
the property of Cardtronics or any third party from whom Cardtronics leases such Financial Services
Kiosk. Cardtronics shall bear the entire risk of loss to the Financial Services Kiosk or damage
done to it, whether caused by fire, the elements, unavoidable accident or other damage or casualty.
If damage to the Store is caused by the Financial Services Kiosk, or by Cardtronics’ negligence or
intentional misconduct, then Cardtronics shall reimburse 7-Eleven for any cost or expenses incurred
by 7-Eleven, its Affiliates or franchisees or their respective subcontractors as a result of such
damage.



15.2 Financial Services Kiosk Vault Cash.



(a) Except as hereinafter otherwise provided, Cardtronics shall be responsible for and shall bear
the entire risk of loss associated with Vault Cash in each Financial Services Kiosk. Cardtronics
waives any right of subrogation it may have against 7-Eleven, its Affiliates and franchisees and
their respective directors, officers, employees, agents, partners and assigns for any loss or
destruction of the Financial Services Kiosk Vault Cash. As noted in Section 5.2,
Cardtronics is responsible for loading cash into all of the ATMs covered hereunder.  In order to
fulfill this obligation, Cardtronics has (or will) enter into one or more agreements with one or
more banks (herein the “Cash Provider”) to provide such Vault Cash.  7-Eleven expressly
acknowledges that all Vault Cash placed into any of the Financial Services Kiosks covered by this
Agreement is and, at all times prior to being dispensed to a customer through a valid cash
withdrawal shall, remain the property of the Cash Provider.  Additionally, any cash inserted or
placed into any Financial Services Kiosk by a customer in connection with any Advanced Financial
Services Functionality shall also be considered “Vault Cash”. Neither 7-Eleven, nor any of its
creditors shall have any lien, security interest, right of offset or any other right in or to the
Vault Cash.  If requested by the Cash Provider to execute a separate document (a “Lien Waiver”)
acknowledging Cash Provider’s ownership of any and all Vault Cash placed into the Financial
Services Kiosks, 7-Eleven agrees to do so within three (3) business days of receipt of such
request.



(b) 7-Eleven and Cardtronics agree to provide reasonable assistance and cooperation to each other
upon request relative to any claim with respect to a Vault Cash Loss. Cardtronics agrees at all
times to exercise reasonable care in order to discover and investigate any Vault Cash Loss. As


25









 






set forth below, upon discovering a Vault Cash Loss, Cardtronics agrees to furnish to NCR or
Cardtronics’ other current maintenance provider (the “Maintenance Provider”) and 7-Eleven
reasonably satisfactory proof of such loss upon request. The accepting of such information shall
not be an admission of liability on behalf of 7-Eleven. Each Party agrees, upon request of the
other, to make available during regular business hours its books, records and accounts which relate
to the alleged loss, and each Party will provide reasonable cooperation to the other upon request
in the investigation of such loss, including, but not limited to, sharing all information in its
possession concerning the loss and the circumstances surrounding the same. The Parties further
agree to provide reasonable cooperation and make all such records available to the Maintenance
Provider with respect to any such investigation upon request. The parties further agree to provide
reasonable cooperation to Cardtronics’ current armored courier in any such investigation upon
request. Nothing in this Section 15.2 is intended or shall be construed to require
Cardtronics to provide any information or documentation to 7-Eleven, the Maintenance Provider, or
anyone else, if such information is available only from the Financial Services Kiosk if the
Financial Services Kiosk has been stolen or destroyed, or has been damaged to such extent as to
make such information unavailable.



(c) Given the necessity for the prompt investigation of any claim relating to an alleged Vault Cash
Loss, Cardtronics agrees that it must present any loss claim to both the Maintenance Provider and
7-Eleven in writing within a reasonable time following the discovery of the Vault Cash Loss by
Cardtronics. 7-Eleven hereby agrees that Cardtronics’ failure to give such notice shall not
relieve 7-Eleven of its obligations hereunder except to the extent the failure materially
prejudices 7-Eleven’s ability to investigate or prosecute the claim. Such claim must be delivered
by express mail, same-day or overnight courier.



(d) If a claimed loss is a Vault Cash Loss, specific types of supporting documentation are
necessary for the Maintenance Provider and/or 7-Eleven to process and investigate the claim.
Satisfactory proof of a Vault Cash Loss includes, at a minimum, the following records:





Financial Services Kiosk settlement documentation and settlement receipts (network and
Financial Services Kiosk unit counters) for the settlement period during which the loss
occurred together with the settlement report(s) for the previous and following settlement
periods.




Copies of Cardtronics’ Financial Services Kiosk network reports indicating the
Financial Services Kiosk’s beginning, ending and dispensed totals for the settlement period
during which the loss occurred.




Copies of the Financial Services Kiosk call log history for the settlement period
during which the loss occurred, indicating any Financial Services Kiosk status messages and
suspect transactions.




Copies of the electronic journal record for the settlement period during which the loss
occurred.




Detailed documentation to support Cardtronics’ calculation of the claimed loss.


The provisions of this Section govern 7-Eleven’s liability for any claim of lost, missing or stolen


26









 






Vault Cash and other valuables (but excluding the Financial Services Kiosk itself) associated with
a Financial Services Kiosk and, with respect to such losses, supersede any inconsistent provision
in this Agreement. In no event (i) will 7-Eleven be responsible for the amount of the Vault Cash
taken by any of its or its franchisee’s employees or agents with respect to each Financial Services
Kiosk that is involved in the incident and in a Store unless such employee or agent of 7-Eleven or
of its franchisee is determined by criminal conviction, or a final civil judgment (excluding all
default judgments except default judgments against 7-Eleven in which 7-Eleven received adequate
notice and service of process) issued by a state or federal court, or clear and convincing evidence
to have directly caused a Vault Cash Loss through his or her gross negligence, intentional act or
omission, or criminal act; and (ii) shall 7-Eleven’s liability exceed the Vault Cash Loss
Liability Limit (per Vault Cash Loss). Cardtronics will cause 7-Eleven to be notified in writing
of the institution by Cardtronics of any civil suit against a 7-Eleven or franchisee employee
alleging the occurrence of an event which Cardtronics believes may constitute a Vault Cash loss
hereunder, promptly after such suit is filed. Upon payment of any loss hereunder, 7-Eleven shall be
subrogated to all of Cardtronics’ rights and remedies therefore, but only after Cardtronics is
fully reimbursed for its loss. OTHER THAN AS SPECIFIED IN THIS SECTION, IN NO EVENT WILL 7-ELEVEN
BE LIABLE FOR ANY LOSS OF SUCH VAULT CASH OR VALUABLES FROM BURGLARY, ROBBERY, FIRE, FLOOD OR OTHER
EXTERNAL CAUSE.



15.3 Taxes. Cardtronics shall be responsible for the collection and payment to the
applicable taxing authority of any Taxes. Cardtronics agrees to indemnify, protect, defend, pay
and hold harmless 7-Eleven, its Affiliates and franchisees and their respective directors officers,
employees, agents, partners and assigns from and against any and all such Taxes. Notwithstanding
the foregoing, the provisions of this Section 15.3 shall be inapplicable as to Taxes which
are the responsibility of 7-Eleven under the Purchase Agreement.




16. Insurance and Indemnity.



16.1 Cardtronics Insurance. During the complete term of this Agreement (and any period in
which Cardtronics continues to have a Financial Services Kiosk at any Store) and at its own
expense, Cardtronics shall provide and maintain insurance as set forth in this Section 16.
Cardtronics also agrees to: (i) include in its subcontract with each subcontractor provisions
requiring that each of its subcontractors authorized to perform Cardtronics’ obligations under this
Agreement purchase and maintain the insurance set forth in this Section 16 for the duration
of that subcontractor’s contract with Cardtronics; (ii) use good faith efforts to enforce such
requirements (except Cardtronics shall not be required to institute litigation to enforce such
requirements); and (iii) include in its subcontract with each subcontractor provisions requiring
each such subcontractor provide a certificate of insurance to 7-Eleven upon request. The foregoing
requirements shall not apply with respect to contracts assigned to Cardtronics in conjunction with
acquisitions. The required insurance is as follows:



(a) Workers’ compensation insurance, including occupational disease coverage, if required by
applicable law, with statutory limits in all jurisdictions in which a Financial Services Kiosk is
located or Financial Services are supported under this Agreement, and employer’s liability with
limits of at least $1,000,000 bodily injury each accident, $1,000,000 bodily injury by disease per
employee, and $1,000,000 bodily injury by disease in the aggregate.




27









 







(b) Commercial General Liability insurance written on an “occurrence” basis (excluding automobile
liability) with a combined single limit of at least $2,000,000 per occurrence and a general
aggregate of at least $4,000,000 for bodily injury and property damage in forms providing coverage
not less than a standard commercial general liability policy including personal injury, broad form
property damage liability coverage, products/completed operations coverage and broad form
contractual coverage for liability, for liabilities assumed under this Agreement. Contractual
liability coverage limits shall be equal to the above limits. Such policy shall name 7-Eleven as
an additional insured.



(c) Automobile liability insurance protecting automobiles and trucks owned or operated by
Cardtronics or its Affiliates or subcontractors, either on or away from the Stores with a combined
single limit of $1,000,000 per occurrence for bodily injury and property damage. Such policy shall
include coverage for all hired, owned and non-owned automobiles and trucks.



(d) Excess liability policy with limits of not less than $10,000,000 per occurrence in excess of
the primary underlying policy limits; provided however that this requirement shall not apply to
Cardtronics’ subcontractors. The policy must provide coverage at least as broad as the underlying
comprehensive general liability and automobile liability policies.



(e) All risk property insurance covering physical damage to the Financial Services Kiosks placed in
a Store under this Agreement, and other property owned by or leased to Cardtronics in connection
with such Financial Services Kiosks.



16.2 7-Eleven Insurance. During the complete term of this Agreement (and any period in
which Cardtronics continues to have a Financial Services Kiosk at any Store) and at its own
expense, 7-Eleven shall provide and maintain insurance as set forth in this Section 16.2.



(a) Commercial General Liability insurance written on an “occurrence” basis (excluding automobile
liability) with a combined single limit of at least $2,000,000 per occurrence and a general
aggregate of at least $4,000,000 for bodily injury and property damage in forms providing coverage
not less than a standard commercial general liability policy including personal injury, broad form
property damage liability coverage, products/completed operations coverage and broad form
contractual coverage for liability, for liabilities assumed under this Agreement. Contractual
liability coverage limits shall be equal to the above limits.



(b) Excess liability policy with limits of not less than $10,000,000 per occurrence in excess of
the primary underlying policy limits. The policy must provide coverage at least as broad as the
underlying comprehensive general liability and automobile liability policies.



(c) The parties agree that 7-Eleven may self-insure in whole or in part for any of the foregoing
risks.



16.3 General Requirements. The following general requirements shall apply to all insurance
policies required to be obtained under this Section 16, and the Parties agree to the
following:



(a) They shall maintain the foregoing insurance coverage in force at all times during the
performance of any services under the Agreement. As to Cardtronics’ subcontractors, the


28









 






insurance requested or required shall be maintained at all times during the term of the subcontract
or franchise agreement, whichever applies.



(b) Cardtronics will furnish 7-Eleven satisfactory certificates of insurance evidencing the
insurance required by this Agreement prior to the commencement of the Agreement and annually from
the date of the Agreement or as policies are renewed, replaced, or modified. 7-Eleven shall no more
than once annually provide satisfactory certificates of insurance evidencing the insurance required
by this Agreement upon request by Cardtronics. Failure to provide the certificates will constitute
a material breach of this Agreement which, if not cured pursuant to Section 18.3, shall
entitle the non-breaching party to terminate the Agreement.



(c) All policies shall be written by insurance companies that are (a) lawfully authorized to do
business in the jurisdiction(s) where work is being performed or services are provided and (b)
carry an A.M. Best rating of “A” or better and financial category of “X” or higher.



(d) Each policy shall include a provision requiring that at least 30 days prior written notice be
given to 7-Eleven, in the event of cancellation, non-renewal, lowering of policy limits or
exhaustion of aggregates. Cardtronics shall provide 7-Eleven with 30 days prior written notice of
any material change in any policy.



(e) Cardtronics (or its subcontractors, if applicable) shall pay the premiums on all insurance
policies it is required to obtain under this Section 16, and the cost for such premiums
shall be included in the compensation (if any) payable to Cardtronics for services pursuant to the
terms of this Agreement. 7-Eleven shall pay the premiums on all insurance policies it is required
to obtain under this Section 16.



(f) As to each required insurance policy, except for Workers’ Compensation, to the extent permitted
by applicable law, Cardtronics shall name 7-Eleven, its Affiliates and their respective directors
officers, employees, agents, partners and assigns as “additional insureds.” Cardtronics shall
obtain, as to required General Liability and Excess Liability policies, ISO endorsement form CG2010
(11/85) Additional Insured – Owners, Lessees, or Contractors (Form B) or equivalent endorsement
that names 7-Eleven, its Affiliates and their respective directors officers, employees, agents,
partners and assigns as additional insureds for both ongoing operations of the company and
completed operations of the company.



(g) Except where prohibited by law, all insurance policies required by this Agreement shall include
a Waiver of Subrogation in favor of the other Party, and its Affiliates and their respective
directors, officers, employees, agents, partners and assigns.



(h) Each of Cardtronics’ insurance policies shall be written so as to provide primary coverage and
to be non-contributing with respect to any other insurance or self insurance which may be
maintained by 7-Eleven.



(i) The insurance requirements set forth herein shall in no way limit the liability of the Parties
arising under this Agreement.



(j) As to insurance it is required to procure and maintain under this Section 16,
Cardtronics (or its subcontractors, if applicable) shall be responsible for the payment of any and
all


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deductibles or SIR (“Self Insurance Retention”) applicable under its insurance policies. The
deductible or SIR shall be approved in writing by 7-Eleven.



16.4 7-Eleven Indemnification For Third Party Claims. Except for claims that are based
upon the infringement of Intellectual Property Rights, 7-Eleven agrees to indemnify, protect,
defend, pay and hold harmless Cardtronics, its Affiliates, and their respective directors,
officers, employees, agents, partners and assigns from and against any and all demands, claims,
suits, causes of action, liabilities, costs, expenses, settlements and judgments (including,
without limitation, all claim losses), whether arising in equity, at common law or by statute,
including any deceptive trade practices act, or under the law of contracts, torts (including,
without limitation, negligence and strict liability without regard to fault) or property, of every
kind or character (collectively, “Claims”), arising in favor of or brought by any of 7-Eleven’s or
its Affiliates’ employees, agents, subcontractors or representatives, or by any governmental agency
or any other third party, based upon, in connection with, relating to or arising out of (a) third
party claims arising from 7-Eleven’s breach of this Agreement, or (b) damage to property of third
parties or bodily injury to third parties to the extent caused by the negligent acts or omissions
or intentional wrongdoing of 7-Eleven’s employees or agents (but not for Vault Cash Losses); or
(c) for Vault Cash Losses to the extent that 7-Eleven is liable for such as set forth in
Section 15.2.



16.5 Cardtronics’ Indemnification For Third Party Claims. Except for claims that are based
upon the infringement of Intellectual Property Rights, Cardtronics agrees to indemnify, protect,
defend, pay and hold harmless 7-Eleven, its Affiliates and their respective directors, officers,
employees, agents, partners and assigns from and against any and all Claims arising in favor of or
brought by any of Cardtronics’ or its Affiliates’ employees, agents, subcontractors or
representatives, or by any governmental agency or any other third party, based upon, in connection
with, relating to or arising out of (a) Cardtronics’ failure to comply with any law, rule or
regulation applicable to its performance of Cardtronics Services under this Agreement, (b) third
party claims arising from Cardtronics’ breach of this Agreement, (c) damage to property or bodily
injury to the extent caused by the negligent acts or omissions or intentional wrongdoing of
Cardtronics’ or its Affiliates’ employees or agents, (d) customer claims arising out of
Cardtronics’ provision of Cardtronics Services, or (e) claims brought by any other vendor providing
services or software to Cardtronics in connection with the Financial Services Kiosks, (f) claims
brought by any other subcontractor or agent engaged by Cardtronics, (g) the Americans with
Disabilities Act, or (h) any Security Incident (as defined in Section 10.11) or any other
security breach related to any Financial Services Kiosks.



16.6 Cardtronics Intellectual Property Indemnity. In addition to the indemnification
obligations above, Cardtronics agrees to indemnify, protect, defend, pay and hold harmless
7-Eleven, its Franchisee’s Affiliates and their respective directors, officers, employees, agents,
partners and assigns from and against any and all Claims brought by any third party based upon, in
connection with, relating to or arising out of any claims that the Financial Services Kiosks, or
any component thereof, the Financial Services Kiosk software or the Financial Services infringe any
Intellectual Property Right of any third party. In the event that the third party prevails in its
infringement claim by obtaining a final judgment from which no further appeal is taken, and such
final judgment includes an injunction against the further use of Cardtronics Software (which shall
be referred to as the “Infringing Material”), then in addition to its indemnification


30









 






obligations, Cardtronics’ shall be obligated to (1) purchase from the third party the right for
7-Eleven to continue using the Infringing Material; or (2) replace the Infringing Material with
material which provides substantially equivalent functionality that does not infringe on the third
party’s Intellectual Property Rights.



16.7 General Provisions Relating to Indemnities. A person entitled to indemnification
under this Agreement (an “Indemnified Person”) shall give prompt written notice to any person who
is obligated to provide indemnification under this Agreement (an “Indemnifying Party”) of the
commencement or assertion of any Claim by a third party (collectively, a “third-party action”) in
respect of which such Indemnified Person shall seek indemnification hereunder. Any failure so to
notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that such
Indemnifying Party may have to such Indemnified Person under this Section 16 unless the
failure to give such notice materially and adversely prejudices such Indemnifying Party. The
Indemnifying Party shall have the right to assume control of the defense of, settle, or otherwise
dispose of such third-party action on such terms as it deems appropriate; provided, however, that:



(a) The Indemnified Person shall be entitled, at its own expense, to participate in the defense of
such third-party action (provided, however, that the Indemnifying Party shall be required to pay
the attorneys’ fees of the Indemnified Person only if (i) the employment of separate counsel shall
have been authorized in writing by any Indemnifying Party in connection with the defense of such
third-party action, (ii) the Indemnifying Party shall not have employed counsel reasonably
satisfactory to the Indemnified Person to have charge of such third-party action, (iii) the
Indemnified Person shall have reasonably concluded that there may be defenses available to such
Indemnified Person that are different from or in addition to those available to the Indemnifying
Party, or (iv) the Indemnified Person’s counsel shall have advised the Indemnified Person in
writing, with a copy delivered to the Indemnifying Party, that there is a material conflict of
interest that could violate applicable standards of professional conduct to have common counsel;



(b) The Indemnifying Party shall obtain the prior written approval of the Indemnified Person before
entering into or making any settlement, compromise, admission or acknowledgment of the validity of
such third-party action or any liability in respect thereof if, pursuant to or as a result of such
settlement, compromise, admission, or acknowledgment, injunctive or other equitable relief would be
imposed against the Indemnified Person or if, in the opinion of the Indemnified Person, such
settlement, compromise, admission or acknowledgment could have a material adverse effect on its
business, operations, assets or financial condition;



(c) No Indemnifying Party shall consent to the entry of any judgment or enter into any settlement
that does not include as an unconditional term thereof the giving by each claimant or plaintiff to
each Indemnified Person of a release from all liability in respect of such third-party action; and



(d) The Indemnifying Party shall not be entitled to control (but shall be entitled to participate
at its own expense in the defense of), and the Indemnified Person shall be entitled to have sole
control over, the defense or settlement, compromise, admission or acknowledgment of any third-party
action (i) as to which the Indemnifying Party fails to assume the defense within a reasonable
length of time or (ii) to the extent the third-party action seeks an order, injunction or


31









 






other equitable relief against the Indemnified Person which, if successful, would materially
adversely affect the business, operations, assets or financial condition of the Indemnified Person;
provided, however, that the Indemnified Person shall make no settlement, compromise, admission or
acknowledgment that would give rise to liability on the part of any Indemnifying Party without the
prior written consent of such Indemnifying Party.



(e) The parties hereto shall extend reasonable cooperation in connection with the defense of any
third-party action pursuant to this Section 16 and, in connection therewith, shall furnish
such records, information and testimony and attend such conferences, discovery proceedings,
hearings, trials and appeals as may be reasonably requested.




17. Reporting and Audit Rights.



The Parties shall agree upon types and formats of reports that will be provided by Cardtronics
hereunder. Unless otherwise agreed by the Parties, Cardtronics will submit to 7-Eleven on a timely
basis reports that reflect (i) the types of Financial Services available on the Financial Services
Kiosks, the types and number of Transactions conducted via the Financial Services Kiosks, and the
dollar value of each type of Transaction conducted via the Financial Services Kiosks; and (ii)
meeting of service levels and other matters, as utilized by 7-Eleven prior to the Effective Date
(containing at least the level of detail utilized by 7-Eleven). Cardtronics shall provide to
7-Eleven and 7-Eleven’s auditors (including internal audit staff), inspectors, regulators,
consultants, subcontractors and other representatives as 7-Eleven may from time to time designate
in writing, access with no fewer than three days’ notice to the part of any facility used by
Cardtronics and its Affiliates and subcontractors in connection with the Financial Services Kiosk
Project, to personnel of Cardtronics and its Affiliates and subcontractors working on the Financial
Services Kiosk Project, and to data and records relating to the Financial Services Kiosk Project
for the purpose of performing audits and inspections of Cardtronics and its Affiliates and
subcontractors and their respective businesses to the extent related to the Financial Services
Kiosk Project, to verify the integrity of the Customer Data, to examine the systems that support
and transmit that data, and to allow 7-Eleven to conduct audits of Cardtronics’ compliance with its
obligations hereunder, including (a) the practices and procedures of Cardtronics and its Affiliates
and subcontractors, (b) general controls and security practices and procedures of Cardtronics and
its Affiliates and subcontractors, (c) disaster recovery and backup procedures of Cardtronics and
its Affiliates and subcontractors, (d) compliance with applicable legal or regulatory requirements
by Cardtronics and its Affiliates and subcontractors and (e) payment or non-payment of amounts due
to 7-Eleven pursuant to this Agreement. 7-Eleven shall in no event conduct any such audit
hereunder more frequently than once per calendar year unless either (y) 7-Eleven has reasonable
cause to believe Cardtronics has breached this Agreement or (z) 7-Eleven must conduct such audit to
enable 7-Eleven to meet applicable legal or regulatory requirements. Cardtronics shall provide to
such auditors, inspectors, regulators, consultants, subcontractors and representatives such
assistance as they reasonably require, including installing and operating audit software (provided
that any such audit software will not adversely affect the privacy, security or integrity of
Cardtronics’ data). Cardtronics shall cooperate fully with 7-Eleven and such auditors, inspectors,
regulators, consultants, subcontractors and representatives in connection with any audit conducted
pursuant to this Section 17. The audit rights contained in this Section 17 shall
survive termination or expiration of this Agreement.




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18. Term and Termination.



18.1 Term. The term of this Agreement shall end at 11:59 p.m. (Dallas, Texas time) on the
tenth anniversary of the Effective Date unless earlier terminated or extended as provided herein.



18.2 Renewal Terms. 7-Eleven and Cardtronics agree to begin discussing and negotiating an
extension of this Agreement, which extension shall be on terms and conditions acceptable to both
7-Eleven and Cardtronics, on March 1, 2014. If no agreement to extend this Agreement is reached
prior to June 1, 2014, or as otherwise mutually agreed, (i) this Agreement will expire at the end
of the Term; and (ii) beginning on June 1, 2016, the parties will begin negotiating in good faith a
plan for removal of the Financial Services Kiosks from the Stores.



18.3 Termination for Cause.



(a) Generally. Except as otherwise provided in this Section 18.3, either Party may
terminate this Agreement for cause if the other Party (the “Breaching Party”) breaches any of its
material duties or obligations under this Agreement and does not cure such breach within a
reasonable period during which the breaching party works diligently and in good faith to cure such
breach, of at least 30 but not to exceed sixty 60 days after written notice thereof from the
terminating Party.



(b) Termination for Non-Payment. 7-Eleven may terminate this Agreement upon written notice
to Cardtronics if Cardtronics does not pay any amount due hereunder after receipt of thirty (30)
days written notice of such failure.



(c) Termination for SLA Breach. 7-Eleven may terminate this Agreement upon thirty (30) days
written notice to Cardtronics if Cardtronics commits any breach specified in, and subject to the
terms and conditions of, Schedule D. In addition, if Cardtronics either: (a) refuses or
fails to timely install or operate a Financial Services Kiosk in a Store when required to do so in
accordance with the terms of this Agreement, or (b) fails to provide the maintenance services as
set forth in Schedule D herein as to a Financial Services Kiosk in a Store, then 7-Eleven
may terminate Cardtronics’ Exclusive Rights and all other rights and obligations hereunder with
respect to such Store upon thirty (30) days written notice in the same manner and with the same
effect as if such date were the expiration date of this Agreement as to such Store.



(d) Termination for Change of Control.





7-Eleven may terminate this Agreement in the event that (i) a Competitor acquires 10% or
more of the outstanding voting securities of Cardtronics, Inc. or any of its successor
entities (“Cardtronics, Inc.”); (ii) Cardtronics, Inc. or any of its subsidiaries acquires
10% or more of the outstanding voting securities of a Competitor; or (iii) there is an
appointment of a director to the board or similar governing body of Cardtronics, Inc. or any
of its subsidiaries or an employment by Cardtronics, Inc. or any of its subsidiaries of any
person who is also a director, officer or employee of, or holds an equivalent position with,
a Competitor or an entity who or which controls a Competitor. Cardtronics shall give prompt
written notice to 7-Eleven upon the occurrence of any of the events set forth in the
previous sentence or if any Competitor becomes an Affiliate of Cardtronics, Inc. or any of
its subsidiaries. In the event 7-Eleven desires to terminate this Agreement as



33









 







provided in this subsection (d), 7-Eleven shall first provide written notice to Cardtronics
(a “Competitor Termination Notice”). Cardtronics shall then have a period of sixty (60)
days from the date of its receipt of the Competitor Termination Notice (the “Competitor
Termination Cure Period”) to unwind the transaction(s) that gave 7-Eleven the termination
right under this subsection (d). If Cardtronics is able to unwind such transaction(s)
during the Competitor Termination Cure Period, then any right of 7-Eleven to terminate this
Agreement based on, and all other rights and remedies of 7-Eleven in respect of, such
transaction(s) shall automatically expire as of the date such transaction(s) are unwound.
If, however, Cardtronics is unable to unwind such transaction(s) during the Competitor
Termination Cure Period, then 7-Eleven may immediately terminate this Agreement upon written
notice to Cardtronics. For purposes of this Agreement, the term “control” (including the
use of any of the terms “controlling,” “controlled by” and “under common control with”)
means the possession, direct or indirect of the power to direct or cause the direction of
the management and policies of a person, whether through the ownership of voting securities,
by contract, or otherwise.


18.4 Internal Dispute Escalation. Except as otherwise provided in this Agreement, all
disputes, claims and controversies between the Parties arising out of or related to this Agreement,
including without limitation any claim of misrepresentation, breach or non-performance
(collectively, “Disputes”), shall be determined in the following manner:



(a) The Dispute shall be referred by each Party to its respective Contract Executive.



(b) If the Contract Executives do not, within 20 days from the date of referral, resolve the
Dispute, the Dispute shall be referred to 7-Eleven’s Chief Financial Officer or his/her designee
and Cardtronics’ Chief Financial Officer or equivalent for resolution. If such individuals cannot
resolve the Dispute within twenty (20) business days, then the Parties may exercise their rights at
law or in equity to resolve the Dispute.



(c) If one of the individuals designated in (a) or (b) above is ill or unavailable during sixty
percent (60%) of the time specified for resolving the Dispute, his or her immediate subordinate
shall serve instead. Referral of a Dispute shall be made in a written notice sent by certified
mail, return receipt requested, setting forth the nature of the Dispute, and the period specified
in (b) shall commence on receipt of such notice.



(d) Notwithstanding anything in the foregoing to the contrary, the internal dispute escalation
procedures set forth in this Section 18.4 shall not extend the applicable cure period
specified in Section 18.3 nor derogate a Party’s right to terminate this Agreement, or to
terminate Cardtronics’ rights and obligations as to a particular Store, upon expiration of such
cure period. If any Party fails to follow the internal dispute escalation procedures set forth
herein, such Party shall be in material breach of this Agreement. The internal dispute escalation
procedures set forth herein shall not limit a Party’s rights to obtain injunctive or other
equitable relief as permitted herein.



18.5 Change of Control. [Intentionally Omitted].




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18.6 Termination for Insolvency. In the event that either Party (a) files for bankruptcy,
(b) becomes or is declared insolvent, or is the subject of any proceedings related to its
liquidation, insolvency or the appointment of a receiver or similar officer for it, (c) makes an
assignment for the benefit of all or substantially all of its creditors or (d) enters into an
agreement for the composition, extension or readjustment of substantially all of its obligations,
then the other Party may, by giving written notice to the first Party, terminate this Agreement as
of a date specified in such notice of termination; provided, however, that either Party shall not
have the right to exercise such termination so long as the other continues to perform without
interruption or a noticeable diminution in its performance hereunder.



18.7 Removal of Financial Services Kiosks. Within 30 days after expiration or termination
of this Agreement, Cardtronics shall commence on a schedule mutually agreed by the parties, at
Cardtronics sole cost and expense, the Removal of all Financial Services Kiosks from all Stores and
in no event shall Removal exceed one hundred eighty (180) days from the expiration or termination
of this Agreement, unless (i) both parties agree to mutually extend in writing, or (ii) this
Agreement is terminated by Cardtronics due to a default or breach by 7-Eleven in which case the
time period shall be extended to one (1) year. Cardtronics shall use commercially reasonable
efforts to minimize disturbances to Store operations during Cardtronics’ Removal of any Financial
Services Kiosks. Removal of each Financial Services Kiosk shall include obtaining all necessary
permits, and taking the Financial Services Kiosk from the Store. Except in the case of (1) damage
to the Financial Services Kiosk Area caused by Cardtronics’ negligence in removing the Financial
Services Kiosk, (2) any other damage to the Store (excluding the Financial Services Kiosk) or to
merchandise or equipment of 7-Eleven or its franchisees therein, or to customers, patrons,
employees and invitees of 7-Eleven or such franchisees while therein, caused by Cardtronics in
removing the Financial Services Kiosk and (3) the repair of any damage to the floor of the Store
caused by Cardtronics’ bolting Financial Services Kiosks to the floor of the Store (“Excepted
Damages”), Cardtronics shall not be obligated to restore the Financial Services Kiosk Area (such as
but not limited to the walls, flooring and utility service) to its original or any subsequent
appearance and condition, nor to otherwise improve, modify, or (except for Excepted Damages) repair
the Financial Services Kiosk Area, unless otherwise agreed by Cardtronics and 7-Eleven, which
agreement may be conditioned by Cardtronics upon (among other things) payment by 7-Eleven of all
costs associated with such restoration, improvement, modification, or (except for Excepted
Damages)) repair. Except as set forth herein, restoration of the Financial Services Kiosk Area, if
7-Eleven chooses to do so, shall be done by 7-Eleven at its sole option, expense and risk,
according to plans and specifications and by a subcontractor chosen by 7-Eleven. Once Vault Cash
has been removed from the Financial Services Kiosk at a Store, Removal of such Financial Services
Kiosk must be completed within five (5) business days. If Cardtronics has not commenced or
completed the Removal within such period, 7-Eleven may complete the Removal itself or arrange for
the Removal to be accomplished by subcontractors chosen by 7-Eleven. Cardtronics shall promptly
pay all reasonable costs incurred by 7-Eleven arising from the Removal upon presentation of
invoices to Cardtronics. If Cardtronics fails to remove the Financial Services Kiosk as set forth
herein, such Financial Services Kiosk shall be deemed to be abandoned, and all right, title and
interest in such Financial Services Kiosk shall automatically revert to, and become the property
of, 7-Eleven; provided that 7-Eleven shall not be entitled to the Vault Cash. Notwithstanding the
foregoing, however, Cardtronics shall not be obligated to remove signage which is included in the
definition of “Financial Services Kiosk” in this Agreement, but which is not owned by Cardtronics,
in connection with the expiration or


35









 






termination of this Agreement. Cardtronics shall remain liable for and shall reimburse 7-Eleven
for any reasonable expenses it incurs in removing abandoned Financial Services Kiosks not timely
removed by Cardtronics whe
n required to do so in accordance with this Agreement.



18.8 Transitional Operation. Upon 7-Eleven’s request, Cardtronics shall continue to
operate the Financial Services Kiosks after expiration or termination of this Agreement upon the
same terms and conditions as are in this Agreement until such time as the Removal of the Financial
Services Kiosk is complete. In any event, Removal of all Financial Services Kiosks shall be
completed no later than one hundred eighty (180) days after the expiration or termination of this
Agreement, unless both parties agree to mutually extend in writing. Notwithstanding anything to
the contrary, Cardtronics shall continue to pay 7-Eleven all Transaction Fees and any Alternative
Revenue Stream payments or other amount payable to 7-Eleven hereunder as to any Financial Services
Kiosk during any period in which a Financial Services Kiosk is operating in a Store. Further, in
the event Cardtronics stops offering the Financial Services prior to the completion of Removal,
Cardtronics shall pay 7-Eleven all Transaction Based Fees for each day exceeding thirty (30) until
removal of the Financial Services Kiosk is complete based on average Transactions over the last
twelve (12) months in which Cardtronics met all service levels (annualizing the available months if
twelve months are not available).



18.9 Termination/Expiration Assistance. Commencing 180 days prior to expiration, or
commencing upon any notice of termination (including any notice based upon breach or default by
7-Eleven) for up to 180 days from the effective date of termination of this Agreement, Cardtronics
shall provide to 7-Eleven, or at 7-Eleven’s request to 7-Eleven’s designees (including one or more
third parties), any and all reasonable assistance requested by 7-Eleven to (i) allow the Financial
Services to continue with minimal disruption and to facilitate the orderly transfer of the 7-Eleven
Services to 7-Eleven or its designees; and (ii) ensure the continuity and availability of the
Financial Services Kiosks and Financial Services at each Store (provided that Cardtronics is
reimbursed by 7-Eleven for all reasonable and necessary out of pocket costs incurred by Cardtronics
to extent that any such services are above the normal scope of services in providing such
assistance).



(a) During any transitional period, Cardtronics shall provide to 7-Eleven, or to 7-Eleven’s
designees at 7-Eleven’s request, any and all reasonable assistance requested by 7-Eleven so to
facilitate the orderly transfer of the 7-Eleven Services to 7-Eleven’s designee



18.10 Disclaimer of Consequential Damages. Except for indemnification obligations and
breaches of confidentiality obligations, in no event will either Party will be liable to the other
for any special, incidental, punitive, exemplary or consequential damages.




19. General.



19.1 Relationship of the Parties. 7-Eleven and Cardtronics agree that Cardtronics, in
furnishing the Financial Services, is acting as an independent contractor. Each Party is acting
for its own account and neither is authorized to make any commitment or representation, express or
implied, on the other’s behalf. In all matters relating to this Agreement, neither Party nor such
Party’s employees or agents are, or will act as, employees of the other Party within the meaning or
application of any federal or state laws.




36









 







19.2 Entire Agreement. This Agreement, including any Schedules referred to herein, each of
which is incorporated herein for all purposes, together constitute the entire agreement between the
Parties with respect to the subject matter hereof and supersedes all prior agreements, whether
written or oral, with respect to the subject matter contained in this Agreement. No amendment,
change, waiver or discharge hereof shall be valid unless expressly set forth in writing and signed
by an authorized representative of the Party (which in the case of 7-Eleven shall be a Vice
President) against which such amendment, change, waiver or discharge is sought to be enforced.



19.3 Assignment. This Agreement may not be assigned or transferred by either Party to any
third party, either voluntarily, involuntarily, or by operation of law, without the prior written
consent of the other Party, which consent shall not be unreasonably withheld, conditioned or
delayed. Notwithstanding the foregoing, a Party may assign this Agreement, without the consent of
the other Party, (a) in its entirety to any Affiliate controlling, controlled by or under common
control with the assigning Party, (b) to any person resulting from the merger or consolidation of
the assigning Party, (c) to any person that acquires more than 50% of the assigning Party’s common
stock or other voting securities, or (d) to any person that acquires all or substantially all of
the assigning Party’s assets. Notwithstanding anything to the contrary in this provision,
Cardtronics may not assign this Agreement to any entity that (directly or indirectly) owns or
controls or is a convenience store operator. The term “control” (including the terms
“controlling,” “controlled by” and “under common control with”) means the possession, direct or
indirect, of the power to direct or cause the direction of the management and policies of a person,
whether through the ownership of voting securities, by contract, or otherwise. Subject to the
foregoing, the rights and liabilities of the Parties under this Agreement shall bind and inure to
the benefit of their respective successors and assigns. Any attempted assignment in violation of
this Section 19.3 shall be null and void.



19.4 Notices. All notices, requests, demands and determinations under this Agreement
(other than routine operational communications) shall be in writing and shall be deemed duly
delivered (a) when delivered by hand, (b) one day after being given to a nationally recognized
over-night delivery service with a reliable system for tracking delivery, (c) when sent by
confirmed facsimile with a copy sent by another means specified in this Section 19.4, or
(d) six days after the day of mailing, when mailed by United States mail, registered or certified
mail, return receipt requested, postage prepaid, and addressed as follows:



In the case of Cardtronics:



3110 Hayes Road, Suite 300

Houston, Texas 77082

Attn: Michael E. Keller

Facsimile No.: (281) 892-0102



With a copy to:



3110 Hayes Road, Suite 300

Houston, Texas 77082

Attn: Michael H. Clinard




37









 







Facsimile No.: (281) 892-0151



In the case of 7-Eleven:



7-Eleven, Inc.

One Arts Plaza

1722 Routh Street, Suite 1000

Dallas, Texas 75201

Attn: Vice President – Business Development



and



7-Eleven, Inc.

One Arts Plaza

1722 Routh Street, Suite 1000

Dallas, Texas 75201

Attn: General Counsel

Facsimile No.: (972) 828-7119



With a copy to:



Vinson & Elkins LLP

Trammell Crow Center

2001 Ross Avenue, Suite 3700

Attn: Jeff Chapman

Dallas, Texas 75201-2975

Facsimile No.: (214) 999-7797



A Party may from time to time change its address or designee or add up to two (2) additional
designees for notification purposes by giving the other Party prior written notice of the new
address or designee and the date upon which it will become effective in accordance with the
foregoing notification provisions.



19.5 Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of Texas, excluding laws that might otherwise govern under applicable
principles of conflicts of laws. The Parties hereby irrevocably submit to the jurisdiction of any
state or federal court in Dallas County, Texas with respect to any action or proceeding arising out
of or relating to this Agreement. The Parties hereby consent to and grant to any such court
jurisdiction over the persons of such Parties and over the subject matter of any such dispute and
agree that delivery or mailing of any process or other papers in the manner provided herein, or in
such other manner as may be permitted by law, shall be valid and sufficient service thereof.



19.6 Expenses. Except as otherwise expressly provided by this Agreement, each Party shall
pay all fees and expenses incurred by it in connection with its negotiation and execution of, and
performance under, this Agreement.




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19.7 Relationship of the Parties. Each Party is an independent contractor acting for its
own account and neither is authorized to make any commitment or representation, express or implied,
on the other’s behalf. In all matters relating to this Agreement, neither Party nor such Party’s
employees, subcontractors or agents are, or will act as, employees of the other Party within the
meaning or application of any federal or state laws.



19.8 Severability. If a court of competent jurisdiction determines that any term or
provision of this Agreement is invalid, illegal or incapable of being enforced under any rule of
applicable law or public policy, all other terms and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal substance of the
transactions contemplated herein are not affected in any manner materially adverse to any Party.
Upon such determination that any term or provision is invalid, illegal or incapable of being
enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the Parties as closely as possible in a mutually acceptable manner in order that
the transactions contemplated herein are consummated as originally contemplated to the fullest
extent possible.



19.9 Waiver of Default; Cumulative Remedies. Any failure of a Party to comply with any
obligation, covenant, agreement or condition contained herein may be waived only if set forth in an
instrument in writing signed by the Party to be bound thereby, but such waiver or failure to insist
upon strict compliance with such obligation, covenant, agreement or condition shall not operate as
a waiver of, or estoppel with respect to, any other failure that may occur in the future. All
remedies provided for in this Agreement shall be cumulative, in addition to and not in lieu of any
other remedies available to either Party at law, in equity or otherwise.



19.10 Survival. Sections 2, 10.6, 10.9, 14 (only with respect to indemnification
obligations for claims arising prior to termination)16 (only with respect to
indemnification obligations for claims arising prior to termination), 18, and 19
shall survive the expiration or termination of this Agreement hereunder, and continue in full force
and effect.



19.11 Media Releases. All media releases, public announcements and public disclosures by
either Party of this Agreement or the subject matter of this Agreement, including without
limitation, promotional or marketing material, but not including announcements intended solely for
internal distribution or to meet legal or regulatory requirements beyond the reasonable control of
the disclosing Party, shall be coordinated with and subject to reasonable approval by the other
Party prior to release.



19.12 Interpretation. The headings, captions and titles herein are included for reference
purposes only and shall not affect the interpretation of the provisions hereof. The headings,
captions and titles in this Agreement are for convenience of reference only and shall not limit or
otherwise affect any of the terms or provisions hereof. Use of the words “herein,” “hereof,”
“hereto” and the like in this Agreement refer to this Agreement as a whole and not to any
particular Article, Section or provision of this Agreement, unless otherwise noted. When the
context requires, the singular use of all words includes both the singular and plural. Except as
otherwise specified herein, each use of the word “including” shall mean “including without
limitation.” The Exhibits and Schedules attached to this Agreement (or to other Schedules of this
Agreement) are incorporated herein (or therein) by reference.




39









 







19.13 Eminent Domain. If the whole or any part of a Financial Services Kiosk Area shall be
taken under the power of eminent domain or sold to a condemning authority under the threat of the
exercise of the power of eminent domain, then this Agreement shall terminate only with respect to
such Financial Services Kiosk on the date the Financial Services Kiosk ceases to be in operation.
The compensation awarded for such taking or the sale proceeds, both as to 7-Eleven’s reversionary
interest and Cardtronics’ interest under this Agreement, shall belong to and be the property of
7-Eleven.



19.14 No Third Party Beneficiaries. This Agreement shall be binding upon and, except as
provided below, inure solely to the benefit of each party hereto and their successors, assigns and
transferees, and nothing in this Agreement, express or implied, is intended to confer upon any
other person (other than the Indemnified Parties as provided in Section 16) any rights or
remedies of any nature whatsoever under or by reason of this Agreement.



19.15 Time of the Essence. Time is of the essence of the performance of the Parties’
obligations under this Agreement.



19.16 Counterparts. This Agreement may be executed in multiple counterparts (including by
means of facsimile signature pages), each of which shall be deemed an original but all of which
taken together shall constitute one and the same instrument.



19.17 Force Majeure. Neither Party shall be responsible for any delay in performing its
obligations under this Agreement due to acts of God, wars, insurrections, strikes, riots, terrorist
attacks, fires, floods, explosions, hurricanes, failures by telecommunications providers,
earthquakes, or any other matter beyond its reasonable control, and the period for performance of a
Party’s obligations hereunder shall be extended by any period in which such performance is delayed
due to such matters.



19.18 Offset. To the extent it is determined (either by a final nonappealable judgment by a
court of competent jurisdiction or by mutual written agreement of the Parties) that Cardtronics is
entitled to indemnification (and the amount of such indemnification) pursuant to Section VIII
of the Purchase Agreement, if 7-Eleven has not made payment of such amount within 10 calendar
days of such judgment or agreement, any amounts payable in respect of such indemnification may be
offset by Cardtronics against any payment obligations of Cardtronics under this Agreement.




40









 







IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed and delivered by a
duly authorized representative, on the date first mentioned above.




	 	 	 	 	 
	7-ELEVEN, INC.	 	 
	 
	 	 	 	 
	By: 

Name:

	 	/s/ Stanley W. Reynolds
 

Stanley W. Reynolds
	 	 
	Title:

	 	SVP & CEO	 	 
	 
	 	 	 	 
	Attest:	 	 
	 
	 	 	 	 
	By: 

Name:

	 	/s/ J. David Clark, Jr.
 

J. David Clark, Jr.
	 	 
	Title:

	 	Assistant Secretary	 	 
	 
	 	 	 	 
	CARDTRONICS, LP	 	 
	 
	 	 	 	 
	By: 

Name:

	 	/s/ Jack Antonini
 

Jack Antonini
	 	 
	Title:

	 	President and CEO	 	 







41









 








SCHEDULE A




Financial Services



ATM Services — traditional automated teller machine functions including cash withdrawals, balance
inquiries, account transfers, credit and/or debit card cash advances, and transaction denials.



Advanced Financial Services — advanced financial and other kiosk based service offerings excluding
ATM Functionality which as of the Effective Date consist of: check cashing, money transfer, bill
payment, deposit taking capabilities, and coupon or other promotional activities via receipt
printing or usage of screens, financial institution guest member verification, financial
institution balance and history print, financial institution account transfers (including share to
share, share to loan, loan to loan, loan to share), financial institution cash advances (cash
only), and financial institution loan payment (cash only and check where available).




A-1









 








SCHEDULE B




Financial Services Kiosks Deployed at Effective Date



See the Assets Schedule of the Purchase Agreement.





B-1









 








SCHEDULE C




Financial Services Kiosk Physical Requirements



See Attached.





C-1









 








SCHEDULE D




Service Levels and Liquidated Damages




1. SERVICE LEVELS.





     1.1 Generally. Cardtronics will perform the Cardtronics Services in a manner
that meets or exceeds the Service Levels set forth in Section 5 of this SLA, subject
only to force majeure events set forth in Section 19.17 of this Agreement.
Cardtronics will meet or exceed those Service Levels at all times during the term of this
Agreement.




     1.2 Measurement and Monitoring Tools. Cardtronics will use automated
measurement and monitoring tools which will provide reports to 7-Eleven at no additional
cost and at a level of detail sufficient to verify compliance with the Service Levels, and
which (together with such tools) will be subject to audit by 7-Eleven. Cardtronics will
maintain complete records and sufficient detailed information to permit 7-Eleven to audit
and verify all Service Levels for at least four (4) years after Cardtronics Services are
performed under this Agreement, and Cardtronics will make copies (in the format maintained
by Cardtronics) of those records and information available to 7-Eleven upon 7-Eleven’s
request. Cardtronics will provide 7-Eleven with detailed descriptions of and access to
measurement and monitoring tools upon 7-Eleven’s request.




     1.3 Service Level Defaults.



     (a) Cardtronics acknowledges that its failure to meet one or more Service Levels may have an
adverse effect on the business and operations of 7-Eleven. Accordingly, if Cardtronics fails to
meet or exceed a Service Level, 7-Eleven shall have the option, but not the obligation, to recover
the specified Service Level Credits. Cardtronics shall pay 7-Eleven all Service Level Credits due
as part of the monthly settlement and include them in the file detail. Regardless of whether
7-Eleven exercises its option to recover Service Level Credits with respect to any failure,
7-Eleven shall also have any remedies available to 7-Eleven under this Agreement, or at law or in
equity, including the right to terminate this Agreement pursuant and subject to Section
18.3 of the Agreement and Section 4 of this Schedule.



     (b) If Cardtronics fails to provide Cardtronics Services in accordance with the Service
Levels, and/or this Agreement, Cardtronics shall (after restoring the Service or otherwise
resolving any immediate problem related to the Cardtronics Services): (i) promptly investigate and
report on the causes of the problem; (ii) provide a Root Cause Analysis of such failure as soon as
practicable after such failure or at 7-Eleven’s request; (iii) correct the problem as soon as
practicable (regardless of cause or fault) or coordinate the correction of the problem if
Cardtronics does not have responsibility for the cause of the problem; (iv) advise 7-Eleven of the
status of remedial efforts being undertaken with respect to such problem; (v) demonstrate to
7-Eleven’s reasonable satisfaction that the causes of such problem have been or shall be corrected
on a permanent basis; and (vi) take commercially reasonable actions to prevent any recurrence of
such problem. Cardtronics shall complete the Root Cause Analysis within five (5) days of a



D-1









 







failure; provided that, if it is not capable of being completed within five (5) days using
reasonable diligence, Cardtronics shall complete such Root Cause Analysis as quickly as possible
and shall notify 7-Eleven prior to the end of the initial five (5) day period as to the status of
the Root Cause Analysis and the estimated completion date.



     (c) The following table describes the Service Level Credit “multipliers” to be applied in the
event that Cardtronics repeatedly fails to meet one or more Service Levels. In the event of
repeated Service Level Defaults, 7-Eleven shall be entitled to obtain Service Level Credits
multiplied by the specified multiplier as follows:



	 	 	 	 	 
	Impact	 	Frequency of Failure	 	Action
	Service Level Failures

	 	[CONFIDENTIAL

MATERIAL OMITTED AND
FILED SEPERATELY WITH
THE SECURITIES AND
EXCHANGE COMMISSION
PURSUANT TO A
CONFIDENTIALITY
TREATMENT REQUEST]
	 	[CONFIDENTIAL

MATERIAL OMITTED AND
FILED SEPERATELY WITH
THE SECURITIES AND
EXCHANGE COMMISSION
PURSUANT TO A
CONFIDENTIALITY
TREATMENT REQUEST]
	 
	 	 	 	 
	Service Level Failures

	 	[CONFIDENTIAL

MATERIAL OMITTED AND
FILED SEPERATELY WITH
THE SECURITIES AND
EXCHANGE COMMISSION
PURSUANT TO A
CONFIDENTIALITY
TREATMENT REQUEST]
	 	[CONFIDENTIAL

MATERIAL OMITTED AND
FILED SEPERATELY WITH
THE SECURITIES AND
EXCHANGE COMMISSION
PURSUANT TO A
CONFIDENTIALITY
TREATMENT REQUEST]
	 
	 	 	 	 
	Increased Impact Level
failures

	 	[CONFIDENTIAL

MATERIAL OMITTED AND
FILED SEPERATELY WITH
THE SECURITIES AND
EXCHANGE COMMISSION
PURSUANT TO A
CONFIDENTIALITY
TREATMENT REQUEST]
	 	[CONFIDENTIAL

MATERIAL OMITTED AND
FILED SEPERATELY WITH
THE SECURITIES AND
EXCHANGE COMMISSION
PURSUANT TO A
CONFIDENTIALITY
TREATMENT REQUEST]






D-2









 






	 	 	 	 	 
	Impact	 	Frequency of Failure	 	Action
	Increased Impact Level
failures

	 	[CONFIDENTIAL

MATERIAL OMITTED AND
FILED SEPERATELY WITH
THE SECURITIES AND
EXCHANGE COMMISSION
PURSUANT TO A
CONFIDENTIALITY
TREATMENT REQUEST]
	 	[CONFIDENTIAL

MATERIAL OMITTED AND
FILED SEPERATELY WITH
THE SECURITIES AND
EXCHANGE COMMISSION
PURSUANT TO A
CONFIDENTIALITY
TREATMENT REQUEST]






     (d) 7-Eleven shall be entitled to all Service Level Credits even if a single Service Level
Default triggers multiple Service Levels. If any failure to meet a Service Level is directly
caused by 7-Eleven pursuant to that certain Network Services Agreement between Cardtronics and
7-Elevenof even date with this Agreement, 7-Eleven shall not be entitled to a Service Level Credit.



2. BENCHMARKING





     2.1 Benchmarking Review. No more than once bi-annually, 7-Eleven may, at its
expense, engage an independent third party (a “Benchmarker”) to compare the Service Levels
of all or any portion of the Cardtronics Services against well-managed companies performing
similar Cardtronics Services to determine whether 7-Eleven is receiving from Cardtronics
levels of service that are competitive with market service levels, given the nature, volume
and type of Cardtronics Services provided by Cardtronics hereunder (“Benchmarking”). Any
Benchmarker engaged by 7-Eleven shall execute a non-disclosure agreement, provided, however,
Cardtronics agrees and acknowledges that such non-disclosure agreement shall permit the
Benchmarker to anonymously reuse all benchmarking data on other benchmarking studies it
performs. Cardtronics shall cooperate fully with 7-Eleven and the Benchmarker and shall
provide reasonable access to any premises, equipment, personnel or documents and provide any
assistance required by the Benchmarker to conduct the Benchmarking, all at Cardtronics’ cost
and expense. The Benchmarking shall be conducted so as not to unreasonably disrupt
Cardtronics’ operations under this Agreement.




     2.2 Result of Benchmarking. If the Benchmarker finds that the service levels
are materially lower than either service levels offered by well managed providers or actual
performance of Cardtronics under this Agreement, then the Parties agree to review service
levels to determine whether and to what extent the service levels will be adjusted to
eliminate any such unfavorable variance, provided however that no such adjustment shall be
made except in a mutually acceptable manner and in a reasonable timeframe.



3. SERVICE LEVEL CREDITS





     3.1 Service Level Credits. Cardtronics recognizes that Cardtronics is
committing to deliver the Cardtronics Services at specified Service Levels. If Cardtronics
fails to meet such Service Levels, then, in addition to other remedies available to
7-Eleven, Cardtronics shall pay to 7-Eleven the Service Level Credits specified in
recognition of



D-3









 







the diminished value of the Cardtronics Services resulting from Cardtronics’ failure to
meet the agreed upon level of performance, and not as a penalty. Cardtronics will calculate
any Service Level Credits in accordance with Section 5 and Section 1.3(c) of
this SLA. In addition, with each Service Level Credit, Cardtronics will provide 7-Eleven
with supporting documentation in sufficient detail to permit 7-Eleven to review and confirm
the accuracy of that Service Level Credit. If more than one Service Level applies to any
particular obligation, Cardtronics shall perform in accordance with the most stringent of
such Service Levels. Notwithstanding anything to the contrary, issuing Service Level Credits
shall be a cumulative remedy, i.e. in addition to any other remedies available to at law or
equity, and not deemed to be a sole and exclusive remedy. In addition, notwithstanding
anything the to contrary, in the event that Cardtronics must pay Service Level Credits for
failing to meet a Service Level which measures average availability, it shall have no
obligation to also pay Service Level Credits for the incident for failing to meet a Service
Level which measures per Store availability. However, Cardtronics shall be liable for
Service Level Credits for under Service Levels for both ATM and Advanced Services
Functionality unavailability when both are unavailable, even if such unavailability is
caused by a single incident.



4. TERMINATION




     (a) Termination for Cause of the Agreement by 7-Eleven. 7-Eleven may terminate the
Agreement immediately after thirty (30) days written notice for any of the following events: (i)
Cardtronics fails to perform in accordance with the Minimum Service Level for the Service Levels in
Section 5.2 or 5.4 for three (3) consecutive Measurement Windows; or (ii) Cardtronics
fails to perform in accordance with the Service Levels Sections 5.2 or 5.4 during four (4) of any
six (6) Measurement Windows.



     (b) Termination for Cause of Exclusive Rights per Store by 7-Eleven. 7-Eleven may
terminate the Exclusive Rights and all other rights granted to Cardtronics under the terms of the
Agreement with respect to any affected Store immediately after thirty (30) days written notice for
any of the following events: (i) Cardtronics fails to perform in accordance with the Service Levels
in Section 5.1 or 5.3 for three (3) consecutive Measurement Windows; (ii) Cardtronics fails to
perform in accordance with the Service Levels Sections 5.1 or 5.3 during four (4) of any
six (6) Measurement Windows; or (iii) Cardtronics fails to provide any Cardtronics Services at one
or more Stores, the effect of which is to preclude or materially impair the rendition of the
Financial Services offered by the Financial Services Kiosk at such Store for any ten (10) days in
any consecutive thirty (30) day period.



     (c) If any event occurs that permits 7-Eleven to terminate either the Agreement in its
entirety or as to any particular Store under subsection (a) or (b) above, 7-Eleven must exercise
such right within one (1) year of the last act or omission or measurement period from which the
right of termination arises in whole or in part (“Termination Period”). If such right of
termination is not exercised within the Termination Period such right of termination shall lapse
with respect to such act, omission or measurement period, provided however that notwithstanding
such lapse, 7-Eleven shall retain the right to seek recovery of damages and any other rights or
remedies it may have under the law or in equity.



D-4









 





5. SERVICE LEVELS



The Service Levels are specified on the following pages. Service Levels 5.3 and 5.4 shall not
apply for the first twenty-four (24) months after the Effective Date.




D-5









 








     5.1 Per Store Availability for ATM Functionality



Per Store Availability for ATM Functionality

Service Level Specification




	 	 	 
	Objective

	 	For Cardtronics to determine and
maintain the availability of the ATM
Functionality on the Financial Services
Kiosk to customers at each Store.
	 
	 	 
	Definition

	 	[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPERATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A
CONFIDENTIALITY TREATMENT REQUEST]
	 
	 	 
	 

	 	Method
	 
	 	 
	Data Capture

	 	[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPERATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A
CONFIDENTIALITY TREATMENT REQUEST].
	 
	 	 
	Measurement Interval

	 	[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPERATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A
CONFIDENTIALITY TREATMENT REQUEST]
	 
	 	 
	 

	 	Responsibility
	 
	 	 
	Reporting Period

	 	[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPERATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A
CONFIDENTIALITY TREATMENT REQUEST]
	 
	 	 
	Hours of Support

	 	[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPERATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A
CONFIDENTIALITY TREATMENT REQUEST]
	 
	 	 
	Reports

	 	[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPERATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A
CONFIDENTIALITY TREATMENT REQUEST]
	 
	 	 
	 

	 	Service Metric
	 
	 	 
	Service Level

	 	[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPERATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A
CONFIDENTIALITY TREATMENT REQUEST]
	 
	 	 
	Increased Impact

	 	[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPERATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A
CONFIDENTIALITY TREATMENT REQUEST]
	 
	 	 
	 

	 	Service Level Credits
	 
	 	 
	Failure to Achieve “Service
Level”

	 	[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPERATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A
CONFIDENTIALITY TREATMENT REQUEST]
	 
	 	 
	Failure to Avoid “Increased
Impact”

	 	[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPERATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A
CONFIDENTIALITY TREATMENT REQUEST]






D-6









 





     5.2 Average Availability for ATM Functionality



Average Availability for ATM Functionality
Service Level Specification




	 	 	 
	Objective

	 	For Cardtronics to determine and
maintain the availability of the ATM
Functionality on the Financial Services
Kiosks to customers across all Stores.
	 
	 	 
	Definition

	 	[CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST]
	 
	 	 
	 

	 	Method
	 
	 	 
	Data Capture

	 	[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPERATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A
CONFIDENTIALITY TREATMENT REQUEST]
	 
	 	 
	Measurement Interval

	 	[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPERATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A
CONFIDENTIALITY TREATMENT REQUEST]
	 
	 	 
	 

	 	Responsibility
	 
	 	 
	Reporting Period

	 	[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPERATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A
CONFIDENTIALITY TREATMENT REQUEST]
	 
	 	 
	Hours of Support

	 	[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPERATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A
CONFIDENTIALITY TREATMENT REQUEST]
	 
	 	 
	Reports

	 	[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPERATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A
CONFIDENTIALITY TREATMENT REQUEST]
	 
	 	 
	 

	 	Service Metric
	 
	 	 
	Service Level

	 	[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPERATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A
CONFIDENTIALITY TREATMENT REQUEST]
	 
	 	 
	Increased Impact

	 	[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPERATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A
CONFIDENTIALITY TREATMENT REQUEST]
	 
	 	 
	 

	 	Service Level Credits
	 
	 	 
	Failure to Achieve “Service
Level”

	 	[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPERATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A
CONFIDENTIALITY TREATMENT REQUEST]
	 
	 	 
	Failure to Avoid “Increased
Impact”

	 	[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPERATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A
CONFIDENTIALITY TREATMENT REQUEST]






D-7









 






     5.3 Per Store Availability for Advanced Financial Services Functionality



Per Store Availability for Advanced Financial Services Functionality

Service Level Specification




	 	 	 
	Objective

	 	For Cardtronics to determine and
maintain the availability of the
Financial Services Kiosk to
customers at each Store.
	 
	 	 
	Definition

	 	[CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPERATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO
A CONFIDENTIALITY TREATMENT REQUEST]
	 
	 	 
	 

	 	Method
	 
	 	 
	Data Capture

	 	[CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPERATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO
A CONFIDENTIALITY TREATMENT REQUEST]
	 
	 	 
	Measurement Interval

	 	[CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPERATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO
A CONFIDENTIALITY TREATMENT REQUEST]
	 
	 	 
	 

	 	Responsibility
	 
	 	 
	Reporting Period

	 	[CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPERATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO
A CONFIDENTIALITY TREATMENT REQUEST]
	 
	 	 
	Hours of Support

	 	[CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPERATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO
A CONFIDENTIALITY TREATMENT REQUEST]
	 
	 	 
	Reports

	 	[CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPERATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO
A CONFIDENTIALITY TREATMENT REQUEST]
	 
	 	 
	 

	 	Service Metric
	 
	 	 
	Service Level

	 	[CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPERATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO
A CONFIDENTIALITY TREATMENT REQUEST]
	 
	 	 
	Increased Impact

	 	[CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPERATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO
A CONFIDENTIALITY TREATMENT REQUEST]
	 
	 	 
	 

	 	Service Level Credits
	 
	 	 
	Failure to Achieve “Service Level”

	 	[CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPERATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO
A CONFIDENTIALITY TREATMENT REQUEST]
	 
	 	 
	Failure to Avoid “Increased Impact”

	 	[CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPERATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO
A CONFIDENTIALITY TREATMENT REQUEST]






D-8









 






Average Availability for Advanced Financial Services Functionality




Average Availability for Advanced Financial Services Functionality

Service Level Specification




	 	 	 
	Objective

	 	For Cardtronics to determine and
maintain the availability of the
Financial Services Kiosk to
customers across all Stores.
	 
	 	 
	Definition

	 	[CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPERATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO
A CONFIDENTIALITY TREATMENT REQUEST]
	 
	 	 
	 

	 	Method
	 
	 	 
	Data Capture

	 	[CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPERATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO
A CONFIDENTIALITY TREATMENT REQUEST]
	 
	 	 
	Measurement Interval

	 	[CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPERATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO
A CONFIDENTIALITY TREATMENT REQUEST]
	 
	 	 
	 

	 	Responsibility
	 
	 	 
	Reporting Period

	 	[CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPERATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO
A CONFIDENTIALITY TREATMENT REQUEST]
	 
	 	 
	Hours of Support

	 	[CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPERATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO
A CONFIDENTIALITY TREATMENT REQUEST]
	 
	 	 
	Reports

	 	[CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPERATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO
A CONFIDENTIALITY TREATMENT REQUEST]
	 
	 	 
	 

	 	Service Metric
	 
	 	 
	Service Level

	 	[CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPERATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO
A CONFIDENTIALITY TREATMENT REQUEST]
	 
	 	 
	Increased Impact

	 	[CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPERATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO
A CONFIDENTIALITY TREATMENT REQUEST]
	 
	 	 
	 

	 	Service Level Credits
	 
	 	 
	Failure to Achieve “Service Level”

	 	[CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPERATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO
A CONFIDENTIALITY TREATMENT REQUEST]
	 
	 	 
	Failure to Avoid “Increased Impact”

	 	[CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPERATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO
A CONFIDENTIALITY TREATMENT REQUEST]






D-9









 






     5.4 Reporting



Reporting

Service Level Specification




	 	 	 
	Objective

	 	For Cardtronics to document and report on
the availability of the Financial
Services Kiosk to customers across all
Stores.
	 
	 	 
	Definition
	 	 
	 
	 	 
	 

	 	Method
	 
	 	 
	Data Capture

	 	[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPERATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A
CONFIDENTIALITY TREATMENT REQUEST]
	 
	 	 
	Measurement
Interval

	 	[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPERATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A
CONFIDENTIALITY TREATMENT REQUEST]
	 
	 	 
	 

	 	Responsibility
	 
	 	 
	Reporting Period

	 	[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPERATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A
CONFIDENTIALITY TREATMENT REQUEST]
	 
	 	 
	Hours of Support

	 	[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPERATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A
CONFIDENTIALITY TREATMENT REQUEST]
	 
	 	 
	Reports

	 	[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPERATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A
CONFIDENTIALITY TREATMENT REQUEST]
	 
	 	 
	 

	 	Service Metric
	 
	 	 
	Service Level

	 	[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPERATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A
CONFIDENTIALITY TREATMENT REQUEST]
	 
	 	 
	Increased Impact

	 	[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPERATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A
CONFIDENTIALITY TREATMENT REQUEST]
	 
	 	 
	 

	 	Service Level Credits
	 
	 	 
	Failure to Achieve “Service
Level”

	 	[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPERATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A
CONFIDENTIALITY TREATMENT REQUEST]
	 
	 	 
	Failure to Avoid “Increased
Impact”

	 	[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPERATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A
CONFIDENTIALITY TREATMENT REQUEST]







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SCHEDULE E




Payments and Consideration for Financial Services



[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST]




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SCHEDULE E-1




Current Alternative Revenue Stream Payments



A. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST]




F-2









 





SCHEDULE E-2



Intentionally Left Blank.



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SCHEDULE F




Periodic Reports





As Attached:



The timing of the reports is as follows:



Blank Deal Tracking Report — weekly on Tuesday morning



ATM Transactions —Weekly on Tuesday



Final Report and Executive Summary — are delivered monthly by the last week of the following
month. These reports are FiServ dependant.



Store Revenue Adjustment (Co Op & Citi) — delivered monthly by the second week of the month



PSECU — weekly on Tuesday



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Schedule G

Quarterly Meetings 



The Quarterly Meetings will be held to review Cardtronics’ performance in the previous quarter and
provide the opportunity to discuss replacing error prone and obsolete Financial Services Kiosks,
forecast new Store openings, proposed changes to the color scheme of the Financial Services Kiosks,
new potential Advanced Functionality Financial Services, and any other matter that the Parties deem
useful to discuss.



7-Eleven shall provide the date for the meeting and propose an agenda, to which Cardtronics will be
permitted to suggest additional items/issues. In addition to the above-described issues, both
Parties will be encouraged to discuss or provide insight into: upcoming business initiatives,
market activities, business drivers and a directional and tactical review. From and after July 31,
2008, two of the four scheduled meetings during any 12-month period may be via teleconference;
provided, however, that no such teleconferences will be held consecutively.




Service Issues




     For any failures to meet the prescribed service levels set forth in Schedule D, Cardtronics
shall provide a review of service level performance, description of the issue which caused the
failure, the impact to the Financial Services Kiosks, and the steps it has taken to prevent a
reoccurrence of the problem. In addition, Cardtronics shall provide updates on its installation
activities, including the status of any plan involving the temporary cessation of any service. All
issues will be recorded in a log (the “Issues Log”). A root cause analysis for all service level
performance failures shall be conducted by Cardtronics with the results documented in the Issues
Log for the purpose of reducing the likelihood of occurrence of such issues in the future.



     With respect to Financial Services Kiosks, Cardtronics shall, and 7-Eleven may, identify any
Financial Services Kiosks which are error prone, or which are technically or aesthetically obsolete
due to age or condition. Cardtronics shall develop a plan to resolve the above issues and present
the plan to 7-Eleven for discussion and approval. Once the plan has been approved by both Parties,
Cardtronics will implement the plan to refurbish or replace such Financial Services Kiosks.)



New Installs:




     For forecasting purposes, the Parties will use good faith efforts to mutually develop a
rolling forecast, estimating 7-Eleven’s required Financial Services Kiosk needs, as well as the
need for the installation of Financial Services Kiosk by Cardtronics, based on 7-Eleven’s
anticipated number of new Stores and Store closures in the next quarter of this Agreement.



     For proposed color changes to the Financial Services Kiosks, Cardtronics must obtain
7-Eleven’s prior written approval before making such changes. Cardtronics shall provide mock-ups
showing the intended color changes at the meeting. 7-Eleven may grant or withhold



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approval in its discretion.



Advanced Financial Services Functionality:




     For any new Advanced Financial Services Functionality for which 7-Eleven does not have an over
the counter solution and which are suitable for a kiosk based solution, 7-Eleven would prefer to
work with Cardtronics to agree on a mutually acceptable solution. Parties agree to dedicate time
during each Quarterly Meeting to discuss new or future products and services and to determine the
best way to work together to deliver these new or future products and services. However, unless
and until a mutually acceptable definitive written agreement is executed by both Parties with
respect to any such new or future product or service, 7-Eleven shall be free to provide any
solution it deems appropriate in its Stores provided the solution does not violate this Agreement.
7-Eleven shall have no obligation to disclose any third party proposals for such new or future
product or service.




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SCHEDULE H




Obligations Related to Financial Network Contracts



With respect to the following Network Agreements, 7-Eleven will continue to be responsible
throughout the remaining current term of such agreements for the following duties and obligations:



1. ATM Surcharge and Branding Agreement dated December 2, 2005 (as amended) by and among 7-Eleven,
Inc. and Vcom Financial Services, Inc. (collectively “7-Eleven”) and Citibank, N.A., et al
(“Citibank”):





	 	•	 	In accordance with Section 4, 7-Eleven will provide electricity for all Citibank
signage;
	 
	 	•	 	In accordance with Section 7(a) indemnify Citibank from third party claims and
liabilities arising out of 7-Eleven’s convenience store ownership, operation and
maintenance of the stores, except to the extent such claims and liabilities arise as a
result of actions or omissions of Cardtronics’ employees and/or subcontractors;
	 
	 	•	 	In accordance with Section 10 make or submit all applications to any governmental
agency for any required signage permits, but only to the extent the owner or lessor of
a store is required to be the applicant for such signage; and
	 
	 	•	 	In accordance with Section 25, 7-Eleven will continue to work with Cardtronics and
Citibank to develop joint marketing plans to maximize the benefits of the agreement.
7-Eleven will market to its customers through “in-store” collateral (where available
and as approved by 7-Eleven), at-the–ATM signage (where available and as approved by
7-Eleven).




2. Check Cashing Services Agreement dated December 1, 2006 (as amended) by and among Certegy Check
Services, Inc., and 7-Eleven:





     (a) In accordance with Section 14, 7-Eleven will allow Cardtronics to post, and 7-Eleven
agrees to keep posted all Certegy-supplied notices at or on the Vcom kiosk as may be mutually
agreed at each of the Stores so that they are clearly visible to all Check Cashers: (i) any
notice required by NACHA or Regulation E relating to electronic presentment; and (ii) a notice
that a service charge, to be specified by Certegy, will be assessed for all dishonored Checks.
Further, 7-Eleven agrees to keep displayed any and all existing Certegy signage.



	 	•	 	Vcom Financial Services, Inc (herein “7-Eleven”) and Financial Service Centers Cooperative,
Inc. (“FSCC”) Vcom-Project Master Agreement dated
June 19, 2006 (the FSCC Agreement”):






	 	•	 	In accordance with Section 13.5.2, 7-Eleven will continue to permit FSCC to use
the VFS Marks as contemplated in the FSCC Agreement.





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	•	 	Marketing Agreement dated December 6, 2005, by and between H & R Block Services, Inc.
and 7-Eleven:






	 	•	 	In accordance with Section IV A, H & R must continue to have rights vis-à-vis
7-Eleven trademarks as set forth in this agreement;
	 
	 	•	 	7-Eleven must continue to adhere to the advertisement restriction set forth in
accordance with Section VI A; and
	 
	 	•	 	As set forth in Exhibit A, 7-Eleven must continue to use commercially reasonable
efforts to distribute H&R Block discount coupons at or around the cash register of
stores in the Markets (as identified in the agreement) beginning or about Jan
15th of each year with such out of pocket costs being reimbursed by
Cardtronics.






	•	 	ATM Surcharge Agreement dated August 31, 2006, by and between Vcom Financial Services,
Inc. and Pennsylvania State Employees Credit Union (“PSECU”):






     (a) In accordance with Section 4; PSECU shall have the continuing right through the term
of this agreementthereof) to use 7-Eleven logos, trademarks, etc, with 7-Eleven prior written
consent, which shall not be unreasonably withheld.


• ATM Surcharge Agreement dated July 6, 2005, by and between Vcom Financial Services, Inc.
and TCF National Bank (“TCF”):





	 	•	 	In accordance with Section 27: 7-Eleven will continue to work with Cardtronics
and TCF to develop joint marketing plans to maximize the benefits of the agreement.
7-Eleven will market to its customers through “in-store” collateral (where
available and as approved by 7-Eleven), at-the–ATM signage (where available and as
approved by 7-Eleven) and its other standard communication and promotional
channels; and
	 
	 	•	 	In accordance with Section 27(b) and subject to the qualifications and
conditions therein, TCF shall continue to have the right to use 7-Eleven’s name,
logo, trademark, etc.




7. Agency Agreement between Western Union Financial Services, Inc. and 7-Eleven, Inc. dated
February 23, 2001, as amended:




     (a) Under the circumstances set forth in Section 9.8(e) of the agreement, when the
agreement is terminated, 7-Eleven will allow Cardtronics to post signage (provided by Western
Union) in a conspicuous location at each store that contains a Vcom for a period of 90 days
following such termination for alerting customers of new locations, however, 7-Eleven shall not
be obligated to post any notice that, in 7-Eleven’s judgment, refers to, or promotes the
business of, a competitor of 7-Eleven;



     (b) In accordance with Section 13.5, Western Union will have a continuing right to use
7-Eleven’s trade name and symbols for the purposes set forth in said section; and



     (c) For the duration of the agreement 7-Eleven will honor the exclusivity and marketing
provisions set forth in Section 14.1.




H-2