Kiosk License Agreement

Exhibit 10.25

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 Jackson Hewitt Inc., operating Jackson Hewitt offices through its wholly owned subsidiaries, (“Licensee”) enter into this Kiosk License Agreement effective this 23 ^rd day of June, 2008 (this “Agreement”) and agree as follows:

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

A. “Extension Term” means the 1 year renewal term beginning at the expiration of the initial term of this Agreement.

B. “Franchisee” or “Franchisees” means any franchisee operating Jackson Hewitt Tax Service ^® offices.

C. “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.

D. “Promotion” means the tax preparation services, and the ancillary products as designated in Exhibit A, offered and provided by Licensee and Licensee’s Franchisees (as defined above) at the Kiosk in accordance with this Agreement.

E. “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.

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

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

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

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

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.

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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” or is not within the Licensee’s or Licensee’s Franchisee’s owned territory.

D. Licensee shall construct the Kiosk at its own expense and in accordance with plans and specifications approved in writing by Retailer .

(1) Licensee shall obtain Retailer’s approval of the floor plan, specifications, location and layouts of the Kiosk, including dimensions, signs, intended colors, and trade fixtures, prior to beginning construction of the Kiosk.

(2) All construction by Licensee, as required by the preceding sentence, must comply with applicable codes, regulations, and laws and must be of high quality materials and workmanship.

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

(4) 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.

(5) 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.

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

E. Licensee and Licensee’s Franchisees shall conduct the Promotion, and may offer ancillary products designated in Exhibit A (which is attached to and incorporated into this Agreement), within any Store on the Final List from a Kiosk located in the pre-approved location 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 the Pre-Approved Location.

(2) If Retailer relocates a Kiosk 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.

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(3) 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. Subject to paragraph 7C below, this Agreement will renew for a one (1) year Extension Term 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 (7  ¹ / 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.

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 and Advertisements

A. Licensee and Licensee’s Franchisees shall, at Licensee’s sole expense, 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.

C. Licensee shall not advertise through signs, posters, or other marketing materials its Jackson Hewitt ipower ^® Card in, upon or outside of the Kiosk, or any Store.

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6. Maintenance.

A. Licensee and Licensee’s Franchisees 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. During the Initial Term, 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. Prior to expiration of the Initial Term, the parties shall negotiate and enter into a License Fee and Commission Rent agreement for the Extension Term. If the parties are unable to agree on the License Fee and Commission Rent prior to expiration of the Initial Term, this Agreement will terminate upon expiration of the Initial Term.

D. 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.

E. 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.

F. 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.

G. 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:

(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 contractual obligation to indemnify for Claims in connection with the Store.

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(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:

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

2. 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;

3. 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

4. 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. 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.

F. 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.

G. 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.

H. 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 Outside Counsel Guidelines.”

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(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.

I. 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.

J. 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 and Licensee’s Franchisees 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 and Licensee’s Franchisees 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 two million dollar ($2,000,000) 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 provided by a separate policy with minimum limits equal to the Commercial General Liability insurance limits designated in the preceding sentence.

B. Licensee and Licensee’s Franchisees may satisfy the minimum limits required in Section 9A(1) and Section 9A(2) 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 and Licensee’s Franchisees shall cause Insurer (as defined below) to issue an endorsement to any policy Licensee or Licensee’s Franchisees 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.

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C. Licensee and Licensee’s Franchisees 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. Upon Retailer’s request, Licensee shall submit to Retailer Certificates of Insurance and endorsements evidencing Licensee’s and Licensee’s Franchisees’ 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 or Licensee’s Franchisee 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 or cause to be conducted by a third party 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.

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.

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(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. The foregoing notice and approval procedures do not apply to required government filings, including, without limitation, filings with the Securities Exchange Commission, Federal Trade Commission or state franchise agencies, or communications with financial analysts, as long as such communications are not derogatory with respect to the other party or its parents, affiliates, or subsidiaries.

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 Terminat