exv10w2



 





Exhibit 10.2



NOTE: CERTAIN MATERIAL HAS BEEN OMMITTED FROM THIS AGREEMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT UNDER RULE 24b-2. THE LOCATIONS OF THESE OMISSIONS ARE INDICATED THROUGHOUT THE AGREEMENT
BY THE FOLLOWING MARKINGS: [***].




Kiosk License Agreement



Wal-Mart Stores East, LP, individually and only as to Stores (as defined below) owned, leased, or
operated in AL, CT, DE, FL, GA, IN, KY, ME, MD, MA, MI, MS, MO, NH, NJ, NM, NY, NC, OH, OK, PA, RI,
SC, TN, VT, VA, WI, WV; Wal-Mart Stores, Inc., individually and only as to Stores owned or leased
in AK, AR, AZ, CA, CO, HI, ID, IL, IA, KS, MN, MT, NE, NV, ND, OR, SD, UT, WA, WY; Wal-Mart
Louisiana, LLC, individually and only as to Stores owned or leased in Louisiana; and Wal-Mart
Stores Texas, LLC, individually and only as to Stores owned or leased in Texas (each referred to
as “Retailer” for purposes of this Kiosk License Agreement as it applies to the Store) and H&R
Block Services, Inc., operating H&R Block offices through its wholly owned subsidiaries,
(“Licensee”) enter into this Kiosk License Agreement effective this 22nd day of August
2007 (this “Agreement”) and agree as follows:



1. Definitions. For purposes of this Agreement, the following definitions apply:



A. “Kiosk” or “Kiosks” means an area of space in which Licensee conducts the Promotion (as defined
below) measuring six (6) feet deep by fifteen (15) feet wide with privacy screens around the tax
preparation areas that are at least five (5) feet high.



B. “Franchisee” or “Franchisees” means any franchisee operating H&R Block offices.



C. “Promotion” means the tax preparation services offered and provided by Licensee and Licensee’s
Franchisees (as defined above) at the Kiosk in accordance with this Agreement.



D. “Full Tax Season” means the period beginning on or about January 2nd of a given year
through April 15th of the same year or such later date as the United State Internal
Revenue Service permits the filing of federal income tax returns without an extension of the
applicable Tax Season.



E. “Peak Tax Season” means the period beginning on or about January 2nd of a given year
and ending on March 1st of the same year.



F. “Tax Season” means the time in which Licensee is granted a license to conduct the Promotion in a
Kiosk and can either be for the Full Tax Season or for the Peak Tax Season.



G. “Tax Timeline” means a timeline describing the various phases and requirements, and the
deadlines for each, of the Store (as defined below) selection process. An example of the Tax
Timeline is attached to, and incorporated into, this Agreement as Exhibit B.



H. “Tax Returns” means a federal income tax return(s) that Licensee receives a fee for preparing.



I. “Store” or “Stores” means the “Wal-Mart” retail store operated by Retailer.



2. Granting Language, Final List and Pre-Approved Locations.




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A. Retailer grants to Licensee, subject to the terms and conditions of this Agreement, the right to
conduct the Promotion on dates specified in the applicable Tax Timeline. Retailer shall make each
Store on the Final List available to Licensee no later than January 2nd of the
applicable Tax Season. Licensee may begin construction of the Kiosk at any time after the Store is
made available to Licensee, provided that no construction is conducted on a Saturday or Sunday.



B. Retailer shall provide Licensee with the applicable Tax Timeline no later than April
1st of the year preceding the applicable Tax Season.



(1) Each party shall perform all phases and meet all requirements described in the applicable Tax
Timeline in accordance with the deadlines for each designated in the same Tax Timeline.



(2) Retailer makes no guaranties that Licensee or Licensee’s Franchisees will be allowed to conduct
the Promotion in the same Stores each Tax Season of this Agreement.



C. Retailer shall provide Licensee, on or before the date designated in the applicable Tax
Timeline, a final list of Stores in which Licensee is granted a license to conduct the Promotion
for the applicable Tax Season (the “Final List”).





(1) Retailer’s obligation to provide Licensee with the Final List extends only to those Stores
that Licensee has submitted to Retailer in accordance with this Agreement and the applicable Tax
Timeline.




(2) If Retailer elects to close a Store included on the Final List prior to or during the
applicable Tax Season, Retailer will use commercially reasonable efforts to provide Licensee
with a substitute Store in which the Promotion may be conducted, but Licensee is under no
obligation to accept the substitute Store. However, Retailer will not be liable under any
circumstances for any loss (including, but not limited to, lost profits) sustained by Licensee,
Licensee’s Franchisee, or both, as a result of either the Store closing or because a substitute
location is not provided.




(3) Both Retailer and Licensee will be released from any further obligation under this
Agreement, and Retailer will return to Licensee the pro rata share of any License Fee paid to
Retailer in advance of Licensee’s use of the license granted under this Agreement, upon the
occurrence of any of the following: (a) Retailer fails to provide a substitute Store in which
the Promotion may be conducted; or (b) Retailer provides a substitute Store in which the
Promotion may be conducted but the substitute Store is not the size of a “Wal-Mart Supercenter”
and is not within a three (3) mile radius of the original Store and Licensee does not accept the
substitute location.


D. Licensee shall construct the Kiosk at its own expense and in accordance with this Agreement and
the applicable Tax Timeline.





(1) All construction by Licensee, as required by the preceding sentence, must comply with
applicable codes, regulations, and laws.




(2) Licensee’s obligations to construct the Kiosk, as required by this Section 2D, includes, but
is not limited to, carpentry and utilities.




(3) Licensee shall install and maintain, at no cost to Retailer, any telephone equipment
required in the Kiosk and is responsible for the equipment, installation, and service charges.




(4) Licensee may use existing electrical utility service at the Store in which a Kiosk is
located for the basic operation of the Kiosk at no additional charge over the amount set forth
in Section 7, below.




(5) No construction may take place in a Store on the weekends.



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E. Licensee and Licensee’s Franchisees shall conduct the Promotion, and such ancillary products as
designated in Exhibit A (which is attached to and incorporated into this Agreement), within any
Store on the Final List from a Kiosk located at one of the locations pre-approved by Retailer and
designated in Exhibit C, which is attached to and incorporated into this Agreement, (the
“Pre-Approved Location”).





(1) Retailer may relocate a Kiosk within the Store but has no obligation to provide Licensee or
Licensee’s Franchisee, for any reason whatsoever, a substitute location for the Kiosk other than
one of the Pre-Approved Locations. In the event that Retailer offers a substitute location for
the Kiosk other than one of the Pre-Approved Locations, Licensee will have no obligation to
operate the Promotion in the offered substitute location.




(2) Upon the mutual consent of Retailer and Licensee, the Kiosk may be moved within the Store
but to a location other than a Pre-Approved Location. If Retailer seeks Licensee’s consent to
relocate the Kiosk to a location other than a Pre-Approved Location, and if Licensee declines to
consent, Licensee and Retailer may each be released from their respective obligations under this
Agreement as to the applicable Kiosk and Store, and Retailer will return to Licensee the pro
rata share of any License Fee paid to Retailer in advance of Licensee’s use of the license
granted under this Agreement.




(3) If Retailer relocates a Kiosk (whether to a Pre-Approved Location or to a location other
than a Pre-Approved Location to which Licensee consented) after Licensee installs
telecommunications at the Kiosk, or if Retailer fails to notify Licensee of a pending relocation
prior to Licensee installing telecommunications at the Kiosk, Retailer will reimburse Licensee
for any direct costs Licensee incurs by moving and re-establishing telecommunications at the new
location.




(4) Other than as provided in the preceding paragraph, Retailer is not liable to Licensee or to
Licensee’s Franchisees for any loss as a result of the actual or requested relocation of the
Kiosk including, but not limited to, lost profits.



3. Term and Renewal.



A. This Agreement commences on the effective date first noted above and continues until 11:59 pm
central time on May 30, 2009 (the “Initial Term”), unless terminated earlier in accordance with
Section 14, below.



B. This Agreement automatically renews for one (1) year at the expiration of the Initial Term.



4. Hours of Operation.



A. Licensee and Licensee’s Franchisees shall conduct the Promotion at each Kiosk during the
following hours, unless prohibited by law:





(1) During the period from January 2nd (or such later date as Licensee begins
operating in a particular Store) through January 21st, at least eight (8) hours per
day Monday through Friday and at least five (5) hours per day each Saturday and each Sunday;




(2) During the period from January 22nd through February 29th, at least
ten (10) hours per day Monday through Saturday, and at least five (5) hours per day each Sunday;




(3) During the period from March 1st through April 7th, at least seven and
one-half (71/2) hours per day Monday through Friday, at least ten (10) hours per day each
Saturday, and at least five (5) hours per day each Sunday; and




(4) During the period from April 8th through the end of the applicable Tax Season, at
least ten (10) hours per day Monday through Saturday and at least five (5) hours per day each
Sunday.



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B. Licensee shall staff, and shall cause Licensee’s Franchisees to staff, each Kiosk with at least
one (1) person at all times required by the preceding paragraph.



5. Signage.



A. Licensee shall post in a conspicuous location on the Kiosk signs informing prospective
customers:





(1) That Licensee provides to customers, without charge to the customer, an estimate of cost for
Licensee preparing the customer’s Tax Returns;




(2) Listing a toll free telephone number that customers may contact Licensee to address any
problems; and




(3) Listing the Hours of Operation required in Section 4, above.


B. Retailer shall not permit advertising at any Store where a Kiosk is located by any third party
relating to the operation of a tax preparation service or related business.




6. Maintenance.



A. Licensee shall maintain the Kiosk and keep the Kiosk clean, hazard free, and safe for customers
and associates.



B. Retailer shall maintain all areas of the Store other than the Kiosk.



7. Licensee Fee; Commission; and Report.



A. Licensee shall pay to Retailer the applicable annual License Fee, as designated in Exhibit D,
which is attached to and incorporated into this Agreement, in three (3) equal installments, with
the first payment on or before the third business day prior to the end of January in the applicable
Tax Season; the second payment on or before the third business day prior to the end of February in
the applicable Tax Season; and the third payment on or before the third business day prior to the
end of March in the applicable Tax Season.



B. Licensee also shall pay to Retailer on or before April 30th of the applicable Tax
Season the Commission Rent designated on Exhibit D based on the number of Tax Returns prepared for
customers of a particular Store.



C. Licensee shall submit to Retailer all payments due under this Agreement via wire transfer along
with an excel spreadsheet detailing the distribution of payment for each Store in which a Kiosk is
located. Licensee guarantees all payments due Retailer under this Agreement. Retailer shall
provide account numbers for the wire transfer.



D. Licensee shall submit to Retailer contemporaneously with the Commission Rent a report showing
the exact number of Tax Returns Licensee and Licensee’s Franchisees prepared at each Kiosk for
customers of a particular Store during the applicable Tax Season.



E. In the event that a Store is changed from a Division 1 format or a Supercenter format to another
format during a Tax Season, the amount Licensee owes to Retailer under this Agreement for the
entire applicable Tax Season must be prorated based on the Store designation of the Store during
the applicable Tax Season.



F. Licensee’s failure to comply with this Section 7 or with Exhibit D is a material breach of this
Agreement.



8. Indemnification.



A. For the purposes of this Agreement:




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(1) “Claim” means any action, cause of action, claim, or any other assertion of a legal right;
damages including, but not limited to, consequential, future, incidental, liquidated, special,
and punitive damages; diminution in value; fines; judgments; liabilities; losses including, but
not limited to, economic loss and lost profits; regulatory actions, sanctions, or settlement
payments; and reasonable fees and expenses of attorneys, accountants, experts, and
investigators.




(2) “Indemnitee” means Retailer; Retailer’s subsidiaries, affiliates, officers, managers,
members, directors, stockholders, employees, agents, and representatives; and Retailer’s lessor
or other party to an agreement with Retailer related to Retailer’s purchase, lease, or use of
the Store or the underlying land, which Retailer has a contractual obligation to indemnify for
Claims in connection with the Store.




(3) “Indemnified Claim” means a Claim for which one party is obligated to indemnify, defend, and
hold harmless the other party.


B. Licensee shall indemnify, defend, and hold harmless Retailer against any Claim, even if the
Claim is groundless, fraudulent, or false, raised or asserted by a third party, including a
government entity, in connection with or resulting from any actual or alleged:





A. Breach of this Agreement by Licensee or by Licensee’s Franchisees;




B. Negligence or willful misconduct by Licensee or Licensee’s Franchisees, while on Retailer’s
property or in relation to Licensee’s performance under this Agreement;




C. The passive negligence, secondary liability, vicarious liability, strict liability, or breach
of a statutory or non-delegable duty of Indemnitees, related, directly or indirectly, to any
matter covered under this Section 8B or to the performance under this Agreement of Licensee or
Licensee’s Franchisees; and




D. Any criminal conduct by Licensee or any of Licensee’s Franchisees while on Retailer’s
property or in relation to Licensee’s performance under this Agreement.


C. Licensee’s obligation to indemnify, defend, and hold harmless the Indemnitees under this Section
8 is independent of, and not limited by, any of Licensee’s obligations under Section 9, below, even
if damages or benefits are payable under worker’s compensation or other statutes or if Licensee
breaches its obligations under this Section 8.



D. Licensee waives any right, at law or in equity, to indemnity or contribution from the
Indemnitee, except as provided in Section 8F, below.



E. Licensee shall indemnify, defend, and hold harmless the Indemnitee unless and until a final
judicial decision, from which there is no further right to appeal (including if such right to
appeal has expired due to time limitations or other procedural causes), determined that the
Indemnitee is not entitled to be indemnified, defended, and held harmless under this Agreement.



F. Retailer shall indemnify, defend, and hold harmless Licensee, Licensee’s Franchisees, and
Licensee’s affiliates, subsidiaries, successors and assigns, officers, directors, agents and
employees against all Claims for property damage and personal injury, including death, suffered,
incurred, or asserted by any person arising solely out of an act or omission by Retailer, arising
out of operations of the Store in which a Kiosk is located, or both. Retailer is not liable to
Licensee or Licensee’s Franchisees, affiliates, subsidiaries, successors and assigns, officers, and
directors, for any lost profits.




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G. Indemnitee will not be liable to Licensee, nor to any of Licensee’s Franchisees, for any Claim
relating to the negligence, willful misconduct, or intentional or criminal conduct of any of
Licensee’s customers or Franchisees.



H. Each party receiving notice, from whatever source, of an Indemnified Claim shall upon receipt of
such notice:





(1) Notify the Indemnitee, as soon as is commercially practical, of the assertion, filing, or
service of any Indemnified Claim; and




(2) Immediately take all appropriate actions necessary to protect and defend the party that must
be indemnified, defended, and held harmless under this Agreement against the Indemnified Claim.


I. Licensee shall cause the counsel engaged to defend the Indemnitee with respect to the
Indemnified Claim to acknowledge receipt of, to accept, and to represent Indemnitee’s interest
regarding the Indemnified Claim in accordance with “Wal-Mart’s Indemnity Counsel Guidelines.”





(1) If, in its sole discretion, the Indemnitee determines that a conflict of interest exists
between the Indemnitee and the indemnifying counsel or that the indemnifying counsel is not
pursuing a defense for the Indemnitee that is in the Indemnitee’s best interests, the Indemnitee
may request that Licensee replace the indemnifying counsel.




(2) Licensee may not unreasonably withhold its consent to replace the indemnifying counsel and
will replace the indemnifying counsel timely or cause the indemnifying counsel to be replaced
timely.




(3) If Licensee unreasonably withholds consent or the indemnifying counsel is not timely
replaced after the Indemnitee requested, the Indemnitee may replace the indemnifying counsel,
and Licensee will reimburse the Indemnitee any costs incurred by the Indemnitee in replacing the
counsel.


J. Under this Section 8 survives the termination or expiration of this Agreement until applicable
law fully and finally bars all Claims against the Indemnitee. ALL OBLIGATIONS UNDER THIS AGREEMENT
WILL BE ENFORCED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW FOR THE BENEFIT OF THE
INDEMNITEES. In the event that applicable law affects the validity or enforceability of this
Section 8, then the applicable law will operate to amend this Section 8 to the minimum extent
necessary to bring the provisions into conformity with the applicable law. This Section 8, as
modified, will continue in full force and effect.



K. Any failure by Licensee to comply with this Section 8 is a material breach of this Agreement,
which does not relieve Licensee of its obligations under this Section 8.



9. Insurance.



A. Licensee shall procure and maintain during the Initial Term and any renewal term of this
Agreement, at no expense to Retailer, the following insurance coverage:





(1) Worker’s Compensation insurance with statutory limits, or if no statutory limits exist, with
minimum limits of five hundred thousand dollars ($500,000) per occurrence, and Employer’s
Liability coverage with minimum limits of ($500,000), for each employee for bodily injury by
accident and for each employee for bodily injury by disease. Licensee shall cause Insurer (as
defined below) to issue an endorsement providing stopgap insurance in monopolistic states in
which a Kiosk may be located.




(2) Commercial General Liability insurance with a three million dollar ($3,000,000) minimum
limit per occurrence for each Store in which a Kiosk is located or with per location aggregate
limits for each Store in which a Kiosk is located. This Commercial General Liability policy may
not contain an exclusion for contractual liability assumed by Licensee in this Agreement unless
such coverage is



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provided by a separate policy with minimum limits equal to the Commercial General Liability
insurance limits designated in the preceding sentence.


B. Licensee may satisfy the minimum limits required in Section 9A(1), Section 9A(2), and Section
9A(3), by procuring and maintaining Umbrella/Excess Liability insurance on an umbrella basis, in
excess over, and no less broad than the primary liability coverage; with the same inception and
expiration dates as the primary liability coverage it is in excess of; with minimum limits
necessary to satisfy the required primary minimum limits; and which “drop down” for any exhausted
aggregate limits of the primary liability coverage. Licensee shall cause Insurer (as defined
below) to issue an endorsement to any policy Licensee procures in satisfaction of its obligations
in this paragraph providing per location per occurrence limits or with per location aggregate
limits for each Store in which a Kiosk is located and listing as Additional Insured the parties
described below.



C. Licensee shall procure and maintain all insurance policies required in this Section 9 from an
insurance carrier with a rating of B+ or better and a financial Size Category rating of VII or
better, as rated in the A.M. Best Key Rating Guide for Property and Casualty Insurance Companies
(the “Insurer”).



D. Additional Insureds are Wal-Mart Stores, Inc., its Subsidiaries and its Affiliates, and the
directors, officers, shareholders, employees, agents, and representatives, and the respective
successors and assigns of each, and any party Retailer has a contractual obligation to indemnify
for Claims in connection with the Store.



E. All insurance policies required by this Section 9 must be primary, not in excess, and
non-contributory.



F. Licensee shall submit to Retailer no later than January 2nd of the applicable Tax
Season, Certificates of Insurance and endorsements evidencing Licensee’s compliance with this
Section 9.





(1) All Certificates of Insurance must show as Certificate Holder “Wal-Mart Stores, Inc., its
subsidiaries and affiliates” at 1300 S.E. 8th Street, Bentonville, Arkansas
72716-0850.




(2) All Certificates of Insurance and endorsements must show Licensee as the Named Insured.


G. Failure to comply with this Section 9 is a material breach of this Agreement. Licensee shall
indemnify, defend, and hold harmless the Indemnitees against any Indemnified Claim that the
required insurance would have covered but for Licensee’s breach.



10. Equipment. Retailer is neither responsible nor liable for any injury or damage to any person
or property resulting from the use, misuse, or failure of any equipment Licensee or Licensee’s
Franchisees use even if Retailer furnishes, rents, or loans the equipment to Licensee or Licensee’s
Franchisees.



A. The acceptance or use of equipment furnished, rented, or loaned to Licensee or Licensee’s
Franchisees by Retailer is an acceptance by Licensee of full responsibility for any Claim.



B. Licensee shall indemnify, defend, and hold harmless the Indemnitees in accordance with Section
8, above, against any Claims in connection with the equipment that Retailer furnishes, rents, or
loans to Licensee or Licensee’s Franchisees.




11. Customer Service and Record Ownership



A. Licensee shall conduct at least two (2) random personal visits of each Kiosk during the
applicable Tax Season to ensure compliance with all Licensee’s and Retailer’s rules and
regulations; and shall provide Retailer with a summary of each visit no later than thirty (30) days
following the applicable visit.



B. Licensee shall promptly respond, resolve, or both, all customer complaints related to the
Promotion.




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C. All files and information related to Licensee’s and Licensee’s Franchisee’s customers remain the
property of Licensee.




12. Taxes and Permitting



A. Licensee shall determine whether a sales tax number is required to conduct the Promotion and
which, if any, federal, state, and local licenses and permits are required to conduct the Promotion
and shall secure, at no cost to Retailer all such sales tax numbers and all applicable licenses and
permits as may be required.





(1) Licensee shall not use any of Retailer’s sales tax numbers or licenses and permits.




(2) Licensee’s Franchisees shall not use any of Retailer’s sales tax numbers or licenses and
permits.


B. Licensee shall pay all appropriate tax liabilities levied upon its operation of the Promotion.




13. Use of Name



A. Licensee shall not use Retailer’s trade names, trademarks, service names, service marks, or
logos without the prior written consent of Retailer. Neither Licensee nor Licensee’s Franchisees
may list Retailer as a customer in any press releases, advertisements, trade shows, posters,
reference lists, or similar public announcements without Retailer’s prior, written permission.



B. Retailer shall only use Licensee’s name to advertise the fact that Licensee is engaged in the
Promotion at participating Stores, but Retailer is not obligated to advertise the fact that
Licensee is engaged in the Promotion at participating Stores.




14. Default and Termination.



A. Each of the following constitutes an “Event of Default” under this Agreement.





(1) A material breach of this Agreement that remains uncured more than fifteen (15) days after
the non-breaching party notifies the breaching party, in writing, of the breach.




(2) A non-material breach of this Agreement that remains uncured more than thirty (30) days
after the non-breaching party notifies the breaching party, in writing, of the breach.




(3) Any action by Licensee or Licensee’s Franchisee that Retailer, in its reasonable discretion,
determines constitutes unprofessional conduct, that may harm Retailer’s reputation, or that may
result in or do result in criminal charges against Licensee, Licensee’s Franchisees, or both.




(4) Any failure by Licensee or by Licensee’s Franchisees to staff a Kiosk with at least one (1)
appropriately trained person for at least three (3) consecutive days at any time after any part
of the Kiosk is installed on the floor (even if the Kiosk is not fully operational), or if
Retailer relocates Licensee after any part of the Kiosk is installed on the floor, any failure
by Licensee or by Licensee’s Franchisees to staff a Kiosk with at least one (1) appropriately
trained person for at least three (3) consecutive days after any part of the Kiosk is installed
in the new location (even if the Kiosk is not fully operational).




(5) Either party becomes insolvent or bankrupt, files a voluntary petition in bankruptcy, makes
an assignment for the benefit of creditors, consents to the appointment of a trustee or
receiver, or ceases paying its debt in the ordinary course as they become due or becomes
insolvent.




(6) A trustee or receiver is appointed for a substantial part of the properties of either party
and the appointment is not dismissed within thirty (30) days.



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(7) Bankruptcy reorganization, arrangement, or liquidation proceedings instituted by or against
either party, and if against that party, are consented to or are not dismissed within thirty
(30) days.


B. Upon an Event of Default, the non-defaulting party may terminate this Agreement in its entirety
or as to a particular Kiosk by providing written notice to the defaulting party ten (10) days prior
to the effective termination date.



C. Licensee may terminate this Agreement in its entirety or as to one or more Kiosks upon written
notification of the termination by Licensee to Retailer no later than February 20th of
the applicable Tax season. However, Licensee remains liable to Retailer for all applicable License
Fees, Commission Rent, and any other payment due Retailer from Licensee or Licensee’s Franchisee
under this Agreement.



D. Either party may terminate this Agreement, without cause, anytime between April 16th
and May 1st of preceding the applicable Tax Season upon written notice to the other
party.



E. If Licensee’s Franchisee fails to enter into an agreement with Licensee under which Licensee’s
Franchisee is obligated to conduct the Promotion at a particular Store on the Final List, Licensee
may elect to be released from its obligations under this Agreement as to the particular Store only
provided that Licensee notify Retailer, in writing, of the failure and of its election on the later
of either September 19th of the year preceding the applicable Tax Season or three (3)
weeks after the date this Agreement is executed by both Retailer and Licensee.



F. If this Agreement terminates as a result of an Event of Default or in accordance with Section
14C or Section 14D, above, Licensee and Licensee’s Franchisees will remove all Kiosks, equipment,
and property from the Store in which the Kiosk was located and to which this Agreement was
terminated within three (3) weekdays following the effective date of the termination.



G. Termination of this Agreement in its entirety terminates each license granted. Termination of
this Agreement as to a particular Kiosk terminate the license as to that Kiosk.



H. At the expiration of each applicable Tax Season, Licensee and Licensee’s Franchisees shall
remove all Kiosks, equipment, and property from seventy five percent (75%) of the Stores in which a
Promotion was conducted during the applicable Tax Season within the first three (3) weekdays
following end of the applicable Tax Season and shall remove all Kiosks, equipment, and property
from the remaining twenty five percent (25%) of the Stores in which a Promotion was conducted
during the applicable Tax Season within the first five (5) weekdays following the end of the
applicable Tax Season.





(1) Retailer is not responsible for any costs to Licensee or to Licensee’s Franchisees incurred
in the removal of equipment and property as required in the preceding paragraph.




(2) In the event that any equipment or property is not removed in accordance with Section 10B,
Retailer may consider any equipment or property abandoned and may dispose of the equipment and
property by any reasonable means necessary to free the space; Retailer may charge Licensee for
any costs thereby incurred.



15. Audit.



A. Retailer, at its own expense, may audit such books and records of Licensee and Licensee’s
Franchisees as necessary to determine the number of Tax Returns prepared at each Kiosk or to
determine the gross revenue generated at each Kiosk, but shall not have access to or be entitled to
review any taxpayer information.



B. Retailer shall notify Licensee of Retailer’s election to audit Licensee’s and Licensee’s
Franchisees books in accordance with the preceding paragraph seven (7) days prior to the audit.




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C. All audit conducted by Retailer or by Retailer’s agents, employees, and representatives, must be
conducted during Licensee’s regular business hours, at the location such records are maintained,
and may not be conducted during any Tax Season.



16. Limitation of Liability.



A. Except for Retailer’s Obligations under Section 8, above, the maximum liability, if any, of
Retailer for all damages related to a breach of this Agreement is limited to an amount not to
exceed the total amount Licensee owes under this Agreement for the Tax Season in which the breach
occurs. In no event, and regardless of which theory of law Licensee seeks damages, will Retailer
be liable for any indirect, punitive, exemplary, incidental, consequential, or special damages
including, without limitation, lost profits, lost income, lost revenues, business interruption, or
lost business arising from (i) the relationship between the Parties (including all prior
dealings and Agreements), (ii) the conduct of business under this agreement,
(iii) breach or termination of this Agreement, or (iv) business relations between
the Parties even if the Parties advised each other of the possibility of such damages. Licensee
agrees that Licensee’s exclusive remedy, in law or in equity, to recover damages is defined by this
Agreement and further limited by this Paragraph.



B. Licensee expressly agrees Retailer is not liable to Licensee’s Franchisees for any breach of
this Agreement and further agrees that Retailer’s liability to Licensee’s Franchisees, if any, is
limited by the preceding paragraph.



C. Except for Licensee’s Indemnification Obligations under Section 8 and Insurance Obligations
under Section 9, above, the maximum liability, if any, of Licensee to Retailer for all damages
related to a breach of this Agreement is limited to ten thousand dollars ($10,000) for each Store
in which a Promotion is conducted that is affected by the breach. In no event, and regardless of
which theory of law Retailer seeks damages, will Licensee be Liable for any indirect, punitive,
exemplary, incidental, or special damages, including business interruption, arising from (i) the
relationship between the parties (including all prior dealings and agreements), (ii) the conduct of
business under this Agreement, (iii) breach or termination of this Agreement, or (iv) business
relations between the parties even if the parties advised each other of the possibility of such
damages. Retailer agrees that Retailer’s exclusive remedy, in law or in equity, to recover damages
id defined by this Agreement and further limited by this paragraph.



17. Compliance.



A. Licensee shall comply, and shall cause Licensee’s Franchisees to comply, with all federal,
state, and local laws, rules, orders, directives, and regulations pertaining to its operations
within the Leased Premises including, but not limited to and as amended, the Age Discrimination in
Employment Act of 1967, 29 U.S.C. §621, et seq.; the Americans with Disabilities Act of 1990, 42
U.S.C. §12101, et seq.; the Child Labor Act, 29 U.S.C. §212, et seq.; the Civil Rights Act of 1964,
et seq.; the Economic Dislocation and Worker Adjustment Act, 29 U.S.C. §565, et seq.; the Employee
Polygraph Act of 1988, 29 U.S.C. §2001, et seq., the Equal Pay Act of 1963, 29 U.S.C. §201, et
seq.; the Fair Labor Standards Act of 1938, 29 U.S.C. §201, et seq.; the Family and Medical Leave
Act of 1993, 29 U.S.C. §2601, et seq.; the Immigration Reform and Control Act of 1986, 8 U.S.C.
§1324a, et seq.; the Older Worker Benefit Protection Act, 29 U.S.C. §621, et seq.; and the Omnibus
Budget Reconciliation Act of 1986, 29 U.S.C. §623, et seq.; and all other applicable laws,
statutes, and regulations.





10











 




B. Retailer has absolutely no responsibility, obligation, or liability for the hiring and other
employment practices of Licensee and Licensee’s Franchisees. Licensee warrants and represents that
it and Licensee’s Franchisees have a policy to:





(1) Comply in all respects with all immigration laws and regulations;




(2) Properly maintain all records required by the United States Citizenship and Immigration
Services (the “USCIS”) including, without limitation, the completion and maintenance of the Form
I-9 for each party’s employees;




(3) Respond in a timely fashion to any inspection requests related to such I-9 Forms;




(4) Cooperate fully in all respects with any audit, inquiry, inspection, or investigation the
USCIS may conduct of such party or any of its employees;




(5) Conduct annual audit of the I-9 Forms for its employees;




(6) Promptly correct any defects or deficiencies the audit reveals; and




(7) Require all subcontractors performing any work required by this Agreement to comply with the
covenants set forth in this Section 17B.


C. With respect to its business operations in the Kiosk, Licensee shall comply, and shall cause
Licensee’s Franchisees to comply, with the Comprehensive Environmental Response, Compensation and
Liability Act, the Superfund Amendment and Reauthorization Act, the Resource Conservation Recovery
Act, the Federal Water Pollution Control Act, the Federal Environmental Pesticides Act, the Clean
Water Act, any federal, state, or local “Superfund” or “Super Lien” statute, or any other statute,
law, ordinance, code, rule, regulation, order , or decree, including any amendments thereto,
regulating, relating to, or imposing liability (including strict liability), or standards of
conduct concerning any Hazardous Substance or any escape, seepage, leakage, spillage, emission
discharge, or release of any Hazardous Substance or material resulting from Licensee and Licensee’s
Franchisees use, handling, management, storage, transportation and disposal of any Hazardous
Substance in, about, or under the Store in which a Kiosk is located.



D. Licensee shall comply, and shall cause Licensee’s Franchisees to comply, with the provisions of
the Americans with Disabilities Act (“ADA”) in complying with its obligations under this Agreement.



E. Licensee represents and warrants that neither it nor Licensee’s Franchisees are:





(1) A person or entity designated by the U.S. Government on the list of the Specially Designated
Nationals and Blocked Persons (the “SDN List”), as maintained by the U.S. Treasury Department’s
Office of Foreign Assets Control (“OFAC”) at
http://www.ustreas.gov/offices/enforcement/ofac/sdn, with which a U.S. person or entity cannot
deal with or otherwise engage in business transactions;




(2) A person or entity who is otherwise the target of U.S. economic sanctions and trade
embargoes enforced and administered by OFAC, such that a U.S. person or entity cannot deal or
otherwise engage in business transactions with Licensee and Licensee’s Franchisees;




(3) Either wholly or partly owned or wholly or partly controlled by any person or entity on the
SDN List, including without limitation by virtue of such person being a director or owning
voting shares or interests in an entity on the SDN List;




(4) A person or entity acting, directly or indirectly, for or on behalf of any person or entity
on the SDN List; or



11









 






(5) A person or entity acting, directly or indirectly, for or on behalf of a foreign government
that is the target of the OFAC sanctions regulations such that the entry into this Agreement
would be prohibited under U.S. law.


F. Licensee shall, and shall cause Licensee’s Franchisees to, inquire diligently into and screen
the qualifications of each employee, agent, or representative operating out of the Leased Premises,
and no one that may pose a reasonably ascertainable risk to the safety or property of Wal-Mart
or its Associates, customers, or business invitees is permitted on Wal-Mart property.  For purposes
of this paragraph, “inquire diligently into and screen” means conducting a criminal background
check in accordance with federal and state law, properly checking references, and using such other
methods to determine qualifications that a reasonable and prudent employer might utilize under the
circumstances.  Also, “risk” means any propensity to engage in violence, sex crimes, fraud, theft,
vandalism, or any other conduct likely to result in harm to a person or property. Failure to
comply with this provision constitutes a material breach of this Agreement.



G. Licensee and Licensee’s Franchisees, and any agent, employee, or representative of either
Licensee or Licensee’s Franchisees, should remove immediately from the Store any merchandise
purchased from Retailer.





(1) Licensee and Licensee’s Franchisees, and any agent, employee, or representative of either
Licensee or Licensee’s Franchisees, may not bring into the Kiosk any merchandise purchased from
Retailer unless the merchandise is purchased for use by Licensee and Licensee’s Franchisees, and
any agent, employee, or representative of either Licensee or Licensee’s Franchisees, in the
operation of its business in the Kiosk or unless the merchandise is purchased for immediate
consumption by Licensee or Licensee’s Franchisees, or by any agent, employee, or representative
of either Licensee or Licensee’s Franchisees.




(2) Licensee and Licensee’s Franchisees, and any agent, employee, or representative of either
Licensee or Licensee’s Franchisees, must keep a receipt for the merchandise purchased with the
merchandise at all times while the merchandise is in either the Kiosk or the Store.




(3) No merchandise for which Licensee or Licensee’s Franchisees, or any agent, employee, or
representative of either Licensee or Licensee’s Franchisees, has not paid may be removed from
the Store or brought into the Kiosk.




(4) Any purchase by Licensee and Licensee’s Franchisees, and any agent, employee, or
representative of either Tenant or Sublessee, is subject to search according to Retailer’s
security procedures applicable to other customers of Retailer. Any one removing, or involved in
the removal of, merchandise, either from the Store or into the Kiosk, without first paying for
the merchandise may be trespassed from the Store or all of Retailer’s property, may be treated
as a shoplifter, or both. Shoplifters may be subject to prosecution.


H. Retailer shall provide Licensee with a copy of the Wal-Mart Licensee Handbook (“Handbook”), and
Licensee shall comply and shall ensure that Licensee’s Franchisees, and the Franchisees of
Licensee’s Franchisees comply with the Handbook.



(1) Licensee shall ensure that Licensee’s Franchisees conducting the Promotion, and that the
Franchisees of Licensee’s Franchisees conducting the Promotion, are sufficiently trained and
appropriately qualified to conduct the Promotion consistent with the first-class operations and
facilities of Retailer.



(2) Licensee shall ensure that Licensee’s Franchisees, and the Franchisees of Licensee’s
Franchisees, are appropriately attired and groomed and that each maintains a pleasant and courteous
attitude toward customers.




12









 







(3) Licensee will reassign any of Licensee’s employees and will require Licensee’s Franchisees to
reassign a Franchisee employee, as applicable, at Retailer’s request.



(4) Retailer, in its sole judgment and discretion, may deny entry to or remove from its premises
Licensee and Licensee’s Franchisees, or any agent, employee, or representative of either Licensee
or Licensee’s Franchisees, who violates any of Retailer’s rules or regulations.




18. Miscellaneous



A. Financial Services. Licensee covenants and warrants that neither it nor Licensees
Franchisees, affiliates, subsidiaries, or assigns, will directly offer any financial services in
any Store to Retailer’s customers or shoppers other than the services that are provided as part of
the Promotion, including the ancillary products listed on Exhibit A. Despite the preceding
sentence, where allowed by law, Licensee may contact any of its clients outside of any Store about
the client’s interest in financial services and may offer, in the course of the Promotion, its
refund settlement products including, without limitation, refund anticipation loans, refund
anticipation checks, and IRA’s. Any breach of this Section is a material breach of this Agreement.



B. Independent Contractor. The relationship created between the parties by this Agreement
is that of independent contractor, and except as set forth elsewhere in this Agreement, neither
party has the right to direct and control the day-to-day operations of the other or to create or
assume any obligation on behalf of the other party for any purpose whatsoever. Nothing in this
Agreement constitutes the parties as partners, join venturers, co-owners, or otherwise as
participants in a joint or common undertaking. Neither party owns the assets, customers, or
business of the other. Except as set forth elsewhere in this Agreement, each party is solely
responsible for that parties financial obligations associated with the party’s business.



C. Exclusivity. Retailer has or may have relationships with other business, persons, or
entities, engaged in providing services and products similar to or competitive with the Promotion;
Licensee has or may have relationships with other retailers to provide tax return preparation
services at or from locations operated by such other retailers. Licensee and Retailer agree that
neither Retailer’s relationship with such other tax return preparation businesses, nor Licensee’s
relationship with such other retailers, gives rights of any kind to the other party. Despite the
previous sentence, Retailer will not allow any person or entity other than Licensee to conduct the
Promotion at any Store in which a Kiosk is located.



D. Assignment. The license granted by this Agreement is personal to Licensee and is not
assignable, except to franchisees of Licensee operating under a separate franchise agreement. Any
attempt by Licensee or by a franchisee of Licensee to assign, encumber, or otherwise transfer the
license granted by this Agreement terminates the privileges granted by the license under this
Agreement.



E. Authority. Each Retailer enters into this Agreement severally and solely as to the
Store it operates and in which the Kiosk is located and without any obligation with respect to any
other Store. Accordingly, only the respective Retailer that operates the Store in which such Kiosk
is located may execute, for a Kiosk, an Attachment A.



F. Entire Agreement. This Agreement (together with the Annexes, schedules, exhibits,
amendments, addendums hereto) constitutes the entire agreement of the parties, and supersedes all
prior agreements and undertakings, both written and oral, among the parties, with respect to the
subject matter hereof.




G. Notice. Any notice required by this Agreement must be in writing and delivered either
by hand; by commercial courier; or by placing notice in the U.S. mail, certified mail, return
receipt requested, properly addressed and with sufficient postage.




13









 









(1) Notice is deemed received on delivery if by hand; one (1) business day (Monday through
Friday) after deposit with the commercial courier, provided deposit is done timely so as to
effect next business day delivery, if by commercial courier; or three (3) business days after
placing the notice in the U.S. mail, properly addressed and with sufficient postage for
certified mail, return receipt requested.




(2) Notice intended for Licensee must be sent to H&R Block Services, Inc., Attention: Dave
Santee, One H&R Block Way, Kansas City, Missouri 64105, with copy to H&R Block Services, Inc.,
Attention: Legal Department, One H&R Block Way, Kansas City, Missouri 64105.




(3) Notice intended for Retailer must be sent to: Wal-Mart Stores, Inc., Other Income, 1300 SE
8th Street, Bentonville, AR 72716-0850, with a copy to: Wal-Mart Stores, Inc.,
Wal-Mart Stores Division – Legal, Office of the General Counsel, 702 SW 8th Street,
Bentonville, AR 72716-0185.


H. Governing Law. The parties mutually acknowledge and agree that this Agreement, and any
property or tort disputes between the parties, will be construed and enforced in accordance with
the laws of the State of Arkansas, without regard to the internal law of Arkansas regarding
conflicts of law. The parties mutually acknowledge and agree that they shall not raise in
connection therewith, and hereby waive, any defenses based upon venue, inconvenience of forum or
lack of personal jurisdiction in any action or suit brought in accordance with the foregoing.



I. Jurisdiction and venue. For any suit, action, or legal proceeding arising from this
Agreement or from any property or tort dispute between the parties, the parties exclusively
consent and submit to the jurisdiction and venue of the state courts of Arkansas situated in
Benton County, Arkansas or the federal courts situated in the Western District of Arkansas. The
parties acknowledge that they have read and understand this clause and willingly agree to its
terms.




[signature page to follow]




14









 





Signed:




	 	 	 	 	 
	Witness:

	 	Landlord:	 	 
	 
	 	 	 	 
	

	 	/s/ Taylor Smith
	 	8-22-07
	 

	 	 	 	 
	Attest:

	 	Taylor Smith

Wal-Mart Stores, Inc.
	 	Date
	 
	 	 	 	 
	 
 
	 	 	 	 
	 
	 	 	 	 
	Witness:

	 	Landlord:	 	 
	 
	 	 	 	 
	 

	 	/s/ Taylor Smith
	 	8-22-07
	 

	 	 	 	 
	Attest:

	 	Taylor Smith

Wal-Mart Stores East, LP
	 	Date
	 
	 	 	 	 
	 
 
	 	 	 	 
	 
	 	 	 	 
	Witness:

	 	Landlord:	 	 
	 
	 	 	 	 
	 

	 	/s/ Taylor Smith
	 	8-22-07
	 

	 	 	 	 
	Attest:

	 	Taylor Smith

Wal-Mart Stores Texas, LLC
	 	Date
	 
	 	 	 	 
	 
 
	 	 	 	 
	 
	 	 	 	 
	Witness:

	 	Landlord:	 	 
	 
	 	 	 	 
	 

	 	/s/ Taylor Smith
	 	8-22-07
	 

	 	 	 	 
	Attest:

	 	Taylor Smith

Wal-Mart Louisiana, LLC
	 	Date
	 
	 	 	 	 
	 
 
	 	 	 	 
	 
	 	 	 	 
	Signed:
	 	 	 	 
	 
	 	 	 	 
	Witness:

	 	Tenants:	 	 
	 
	 	 	 	 
	Kristin Kratofil

	 	/s/ Margaret Latshaw
	 	8/15/07
	 

	 	 	 	 
	 

	 	Signature
	 	Date
	Attest:
	 	 	 	 
	 

	 	Margaret Latshaw	 	 
	 

	 	 	 	 
	 

	 	Printed Name	 	 
	 
	 	 	 	 
	 

	 	 	 	 





15









 






Exhibit A




Products



Licensee may offer the following ancillary products if provided in accordance with this Agreement
and subject to any conditions noted below:



Peace
of Mind Extended Service Plan — H&R Block clients can purchase the extended service
plan that pays additional tax liability resulting from an H&R Block error and provides
representation in the event the client is audited.



H&R
Block Emerald Prepaid MasterCard — a prepaid debit card obtained during the tax
interview that can receive direct deposits of refunds, RALs and RACs (as each term is defined
below). After Tax Season 2008, Licensee must receive Retailer’s written approval to provide this
ancillary product during a Tax Season at least thirty (30) days prior to the applicable Tax Season.



Refund
Anticipation Loan (RAL) — bank product that allows H&R Block clients, for a fee, to
receive a loan in the amount of their anticipated federal tax refund in as little as 24 hours.
Loan proceeds can be deposited into a client’s bank account, the Emerald Card, or received in the
form of a check.



Instant Refund Anticipation Loans (IRALs) — bank product that allows H&R Block clients, for
a fee, to receive a loan in the amount of their anticipated federal tax refund in an instant
disbursement. Loan proceeds can be deposited into a client’s bank account, the Emerald Card, or
received in the form of a check.



Refund
Anticipation Check (RAC) — bank product that allows H&R Block clients to receive the
amount of their federal tax refund (minus a bank fee) within 8-15 days after completing their taxes
at an H&R Block office.



H&R
Block Easy Savings Account® — a savings account for H&R Block clients with short- or
mid-term savings needs.



H&R
Block Easy IRA® — a savings product for H&R Block clients who have longer-term savings
goals. The IRA can be funded with a client’s tax refund and is often a benefit for clients to
enable them to become eligible for tax benefits such as the Saver’s Credit or other credits and may
reduce their taxable income. With the H&R Block Easy IRA, the client can choose either a Roth or
traditional IRA, based on their unique situation and savings goals.



Second Look® — Line by line review of current year federal, state and local tax
returns prepared by someone other than HRB, which includes HRB’s Standard Guarantee





16












 





Exhibit B

T A X   T I M E   L I N E




Commitments for 2008




	 	 	 	 	 	 	 
	START DATE	 	ACTION	 	END DATE	 	 
	 
	 	 	 	 	 	 
	4/2/07

	 	Wal-Mart sends list of all stores that had no tax kiosk last year to tax
companies. Tax Companies can send Wal-Mart one list of stores by
4-20-07
they are interested in persuing for next year. Wal-Mart will take this input
into consideration when compiling the Phase 2 list.
	 	4/2/07	 	 
	 
	 	 	 	 	 	 
	4/2/07

	 	Wal-Mart sends OPSUSR email to stores with Tax Kiosk this year explaining
Pre-Commitments for next year
	 	4/5/07
	 	PHASE 1
	 
	 	 	 	 	 	 
	4/9/07

	 	Tax Companies approach Store Managers in their existing kiosk locations to
ask for a Pre-Commitment for next year
	 	4/20/07	 	 
	 
	 	 	 	 	 	 
	4/23/07

	 	Tax Companies email Wal-Mart one complete list of all Pre-Committed stores
for next year.
	 	4/23/07	 	 
	 
	 	 	 	 	 	 
	4/24/07

	 	Wal-Mart works on Phase 2 list
	 	4/29/07	 	 
	 
	 	 	 	 	 	 
	4/30/07

	 	Wal-Mart sends Tax Companies their specific stores they can approach for
commitments.
	 	5/4/07
	 	PHASE 2
	 
	 	 	 	 	 	 
	5/7/07

	 	Tax Companies can approach stores on their list for commitments.
	 	7/8/07	 	 
	 
	 	 	 	 	 	 
	7/9/07

	 	Tax Companies send Wal-Mart one list of all stores they have commitments for
from the list Wal-Mart sent on 4-30-07.
	 	7/9/07	 	 
	 
	 	 	 	 	 	 
	7/10/07

	 	Wal-Mart works on compiling master Tax Commitment List and prepares an “Open
Season” list of stores still un-committed.
	 	7/13/07	 	 
	 
	 	 	 	 	 	 
	7/16/07

	 	Wal-Mart sends Tax Companies an email explaining the “Rules of Engagement”
for the next round of store visits.
	 	7/20/07	 	 
	 
	 	 	 	 	 	 
	7/23/07

	 	Wal-Mart sends “Open Season” store list to all Tax Companies.
	 	7/23/07
	 	PHASE 3
	 
	 	 	 	 	 	 
	7/24/07

	 	Tax Companies solicit stores on “Open Season” list to get commitments for
next year
	 	9/8/07	 	 
	 
	 	 	 	 	 	 
	9/10/07

	 	Tax Companies send Wal-Mart one list of all stores they have commitments on
from the “Open Season” list Wal-Mart sent on 7-23-07
	 	9/10/07	 	 
	 
	 	 	 	 	 	 
	9/11/07

	 	Wal-Mart works on FINAL LIST
	 	9/14/07	 	 
	 
	 	 	 	 	 	 
	9/14/07

	 	Wal-Mart sends each Tax Company their Final List according to Wal-Mart’s
book-keeping.
	 	9/14/07	 	 
	 
	 	 	 	 	 	 
	9/17/07

	 	Tax Companies compare their final list to Wal-Mart’s final list. Tax
Companies prepare one list to send to Wal-Mart of discrepancies.
	 	9/18/07	 	 
	 
	 	 	 	 	 	 
	9/19/07

	 	Send Wal-Mart one list of any discrepancies on Final List
	 	9/19/07	 	 
	 
	 	 	 	 	 	 
	9/20/07

	 	Wal-Mart works on Final List
	 	9/20/07	 	 
	 
	 	 	 	 	 	 
	9/21/07

	 	Wal-Mart sends Final List to Tax Companies
	 	9/21/07	 	 
	 
	 	 	 	 	 	 
	11/1/07

	 	All TELE-COM phone and data cables must be ran by this date or will have to
wait until after 12-27-07 to be ran.	 	 	 	 






17









 





Exhibit C








	Stock Room
Layaway
Stock Room
DEPTS 19/44
Fabrics/Crafts
DEPTS 20/21/22
Domestics
DEPT 17
Home
Furnishings
DEPT 24
Boys
DEPT 10
Automotive
DEPT 9
Automotive
DEPT 7
Toys
DEPT 16/36
Lawn/Garden
DEPT 8
Pets
DEPT 11
Hardware
DEPT 12
Paint
DEPT 16




	DEPTS
4/13
Paper Goods/ Chemicals
DEPT 5/6
Home
Entertainment
Cameras
DEPT14
Housewares
DEPT
3
DEPT
1
DEPT
18
DEPT 3
Office Supplies
DEPTS. 2/40/46
Health & Beauty Aids
Cosmetics & Pharmacy
DEPT 23
Menswear
Service Desk
Restrooms
Radio Grill
DEPT 25
Shoes
DEPT 32
Jewelry
DEPTS
27/28
DEPTS
29/30
Ladies
Intimate
Apparel
DEPT 31
Ladies
Accessories
Bodywear
DEPT 25
Women’s Sizes
14W – 22W




	DEPT 34
Design




	Career




	Traditional




	Control




	DEPT 36




	Active




	Juniors




	GENERAL
SEASONAL
CHECK OUTS
DEPT 26
Infants/
Toddlers
DEPT 33
Girls
Division 1 Approved Tax Locations





18









 









	DEPTS 19/44
Crafts
DEPTS 25
DEPTS 20/21/22
Crafts
DEPT 9
Sporting Goods
DEPT 10
Automotive
DEPT 12
Paint
DEPT 17
Furniture
DEPT 7
Crafts
General Hardware
DEPT 5/6
Home Entertainment
1 HR Photo
DEPT 31
Accessories
DEPT 32
Jewelry
DEPT 14/15
Housewares
DEPT 3
Cards/Stationery
DEPT 34/36
Ladies/ Women’s
DEPT 16/56
AUTOMOTIVE CENTER
SNACK BAR
Vision Center
Restrooms
DEPT 23
Ladies/ Women’s
DEPT 33
Girls
DEPT 24
Boys
DEPT 26
Infant/
Toddlers
Dept 7
Dept 1
Candy
Dept 3
Office
DEPT 27/28
Hosiery
DEPT
29/30
Lingerie
DEPT 23
Mens
Dressing
Rooms
DEPT 8
DEPT 4/13
DEPT 11
Hardware




	SuperCenter Approved Tax Locations




	LAYAWAY
DAIRY
DELI CAFE
DELI
MEATS
PRODUCE
BAKERY
Dept 46/49
Cosmetics




	Dept
40




	Dept




	CHECKOUTS






19









 








Exhibit D




License Fee Schedule



Licensee shall pay Retailer for each Kiosk in accordance with this Agreement as designated below.




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Supercenter Stores	 	Div. 1 Stores
	Annual License Fee
	 	Full Tax Season Kiosk	 	$	[***]	 	 	$	[***]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Peak Tax Season Kiosk	 	$	[***]	 	 	$	[***]	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	# of Tax	 	 	 	 
	Commission Rent	 	Returns	 	Supercenter Store	 	Div. 1 Store
	Full Tax Season Kiosk
	 	 	[***]	 	 	$	[***]	 	 	$	[***]	 
	 
	 	 	[***]	 	 	$	[***]	 	 	$	[***]	 
	 
	 	 	[***]	 	 	$	[***]	 	 	$	[***]	 
	 
	 	 	[***]	 	 	$	[***]	 	 	$	[***]	 
	 
	 	 	[***]	 	 	$	[***]	 	 	$	[***]	 
	 
	 	 	[***]	 	 	$	[***]	 	 	$	[***]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Peak Tax Season Kiosk
	 	 	[***]	 	 	$	[***]	 	 	$	[***]	 
	 
	 	 	[***]	 	 	$	[***]	 	 	$	[***]	 
	 
	 	 	[***]	 	 	$	[***]	 	 	$	[***]	 
	 
	 	 	[***]	 	 	$	[***]	 	 	$	[***]	 
	 
	 	 	[***]	 	 	$	[***]	 	 	$	[***]	 
	 
	 	 	[***]	 	 	$	[***]	 	 	$	[***]	 







20