Auction Process Procedure

AUCTION PROCESS PROCEDURE

This Auction Process Procedure ("Procedure") is entered into effective as of by and between the following parties:

WHEREAS

WHEREAS, Client engages Auctioneer to conduct one or more auctions for the sale of assets described in the Scope of Work; and

WHEREAS, Auctioneer possesses the operational capacity, licensure where applicable, and expertise to manage acceptance, marketing, bidding, sale and settlement of lots in accordance with the procedures set forth herein; and

WHEREAS, the parties desire to set forth a binding Procedure that establishes roles, timelines, financial terms and dispute resolution for all auctions conducted under this Procedure.

SCOPE OF WORK

Auctioneer shall provide all auction services described below and in the details provided by Client. The scope includes intake, cataloguing, marketing, conduct of sale, bidder registration, adjudication of winning bids, and settlement processing as further specified.

ROLES AND RESPONSIBILITIES

LOT INTAKE, RESERVES AND CONDITION

Acceptance of lots is subject to Client providing accurate descriptions and title. Auctioneer will inspect lots for obvious defects and may reject items that present safety, legal or logistical concerns.

BIDDING, REGISTRATION AND PAYMENT PROCEDURES

Bidding shall be conducted according to the following methods and registration requirements. Auctioneer shall maintain records of all bids and bidder contact details.

PAYMENT TERMS

Client agrees to pay Auctioneer the fees and expenses set forth below. Fees are exclusive of taxes, duties and charges, which are the responsibility of Client unless otherwise stated.

TERM AND TERMINATION

This Procedure commences on the Start Date below and continues until the End Date or until terminated in accordance with the notice provisions below.

Start Date:    End Date:

Either party may terminate this Procedure for material breach if the breaching party fails to cure within the notice period specified above. Termination will not relieve either party of obligations accrued prior to termination, including payment and indemnity obligations.

CONFIDENTIALITY

Each party shall maintain as confidential all non-public business information and bidder data obtained in connection with the auctions, including but not limited to bidder identities, reserve prices, and settlement information, and shall not disclose such information except to employees, agents or contractors with a need to know or as required by law. Confidential information does not include information that is or becomes publicly available through no breach of this Procedure.

INDEMNIFICATION AND LIABILITY

Client shall indemnify and hold Auctioneer harmless from claims arising from Client's representations about title, authenticity, and condition of lots. Auctioneer's liability for direct damages arising from gross negligence or willful misconduct shall be limited to the fees paid for the specific auction event; in no event shall Auctioneer be liable for incidental, punitive or consequential damages.

COMPLIANCE, RECORDKEEPING AND AUDIT

Auctioneer shall maintain complete and accurate records of lot listings, bidder registrations, bids, and settlements for a period of not less than three (3) years. Parties shall permit reasonable inspection of records upon written request for purposes of resolving disputes or regulatory compliance.

GOVERNING LAW

This Procedure shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of law principles.

ENTIRE AGREEMENT

This Procedure, together with any attachments or schedules executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral. No amendment shall be binding unless executed in writing by both parties.

DISPUTE RESOLUTION

The parties will attempt in good faith to resolve disputes arising out of this Procedure by negotiation. If negotiation fails, disputes shall be submitted to binding arbitration under the commercial arbitration rules mutually agreed upon by the parties, with venue in the county nearest the governing law state unless otherwise agreed in writing.

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