Auction Sales Terms Agreement

AUCTION SALES TERMS AGREEMENT

Effective Date:

RECITALS

WHEREAS, Auctioneer is engaged in the business of conducting auctions and related sales services and has the experience and facilities to market and sell personal property by public auction; and

WHEREAS, Seller is the lawful owner of certain personal property and desires to engage Auctioneer to sell such property at public auction on the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

SCOPE OF WORK

Auctioneer shall provide auction management and related services including marketing, cataloging, conducting the auction, receiving payments from purchasers, and remitting net proceeds to Seller in accordance with this Agreement. Specific items to be offered and special handling instructions shall be set forth below.

AUCTION LOGISTICS

Auction Date:    Location:

PAYMENT TERMS

Commission to Auctioneer: Seller agrees to pay Auctioneer a commission of % of the hammer price of each lot sold. In addition, a buyer's premium of % may be applied to buyers as published in the auction catalog and retained by Auctioneer unless otherwise agreed in writing.

Payment Schedule: Net proceeds due to Seller (sale price less commissions, fees, and authorized expenses) shall be remitted by Auctioneer to Seller within calendar days after final settlement of the auction and receipt of cleared funds from buyers. Seller authorizes Auctioneer to offset costs and charges described in this Agreement from proceeds prior to remittance.

Late Payment: Any amounts due to Seller which are not remitted within the period specified above shall bear interest at the rate of % per month (or the maximum lawful rate if lower), calculated from the date payment was due until paid in full. Auctioneer's obligation to remit net proceeds is subject to collection of buyer payments and compliance with applicable laws and buyer agreements.

Advertising / Marketing: Auctioneer pays    Seller pays

Transportation / Removal: Auctioneer pays    Seller pays

TERM AND TERMINATION

Term: This Agreement shall commence on the Effective Date and continue until unless earlier terminated in accordance with this section.

Termination for Convenience: Either party may terminate this Agreement upon days' prior written notice to the other party. Termination shall not affect obligations incurred prior to the effective date of termination, including payment obligations to Auctioneer.

Termination for Cause: Either party may terminate immediately for material breach by the other party if such breach is not cured within days after written notice specifying the breach.

CONFIDENTIALITY

Each party shall treat as confidential and shall not disclose to any third party any non-public information obtained from the other party in connection with this Agreement, except (a) information that is or becomes publicly available through no fault of the receiving party; (b) information required to be disclosed by law or court order; or (c) disclosures made to professional advisors who are bound by confidentiality. Confidential information shall include, without limitation, reserve prices, bidder lists, buyer identities, and net proceeds calculations.

REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION

Seller represents and warrants that Seller is the lawful owner of the property offered for sale, that the property is free of undisclosed liens, and that Seller has full authority to sell the property. Seller shall indemnify, defend and hold Auctioneer harmless from and against any claims, liabilities, losses or expenses (including reasonable attorneys' fees) arising from breach of these representations or from Seller's failure to disclose material information concerning the property's title or condition.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. Any dispute arising out of or relating to this Agreement shall be resolved by the courts located in the county where Auctioneer's principal place of business is located, and the parties submit to the exclusive jurisdiction of such courts.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or signed addenda, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether written or oral. No amendment or modification shall be effective unless in writing and signed by both parties.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Auctioneer may assign this Agreement to an affiliate or purchaser of substantially all of its assets without Seller's consent.

Notices: All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth above or such other address as a party may designate in writing.

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