Auction Services Agreement

AUCTION SERVICES AGREEMENT

This Auction Services Agreement ("Agreement") is made and entered into as of , by and between Auctioneer Name: , with principal place of business at , and Seller Name: , with principal place of business at .

RECITALS

WHEREAS, Auctioneer is engaged in the business of conducting auctions and providing related auction services, including marketing, cataloging, bidding management, and settlement of sales; and

WHEREAS, Seller desires to consign certain items to Auctioneer for sale at public auction or private sale conducted by Auctioneer under the terms and conditions set forth herein; and

WHEREAS, Auctioneer has agreed to provide auction services for the consigned items on the terms and conditions in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. APPOINTMENT AND SCOPE OF SERVICES

1.1 Appointment. Seller hereby appoints Auctioneer as its non-exclusive agent to sell the personal property described in Schedule A attached hereto and incorporated by reference ("Consigned Property"). Auctioneer accepts such appointment and agrees to use commercially reasonable efforts to sell the Consigned Property by public auction or private sale as determined by Auctioneer in its reasonable business judgment.

2. AUCTIONEER DUTIES

2.1 Services. Auctioneer shall (a) prepare a catalogue or sale listing describing the Consigned Property; (b) provide marketing and promotional services reasonably calculated to attract bidders; (c) conduct the auction or sale in a commercially reasonable manner; (d) collect purchase funds from buyers; and (e) remit net proceeds to Seller in accordance with Section 5. Auctioneer shall determine lot order, opening bids, and bidding increments in its discretion.

2.2 Subcontractors. Auctioneer may engage subcontractors or third-party service providers to perform any of the services described herein; Auctioneer remains responsible for compliance with this Agreement by such subcontractors.

3. SELLER OBLIGATIONS

3.1 Delivery and Title. Seller shall deliver the Consigned Property to Auctioneer at Seller's expense on or before the agreed delivery date and shall deliver good and marketable title free of liens and encumbrances. Seller warrants that it has full authority to consign and sell the Consigned Property and that no third party has rights that would impair Auctioneer's ability to sell the Consigned Property.

3.2 Condition Reports. Seller shall disclose any known defects or conditions materially affecting value. Auctioneer may, in its discretion, prepare condition reports for inclusion in sale materials; Auctioneer's condition reports are statements of opinion and do not constitute warranties by Auctioneer.

4. COMMISSION AND FEES

4.1 Commission. Seller shall pay Auctioneer a commission equal to percent (percent) of the hammer price of each item sold (the "Commission"). Commission shall be calculated on the gross sale price before deduction of any taxes or buyer's premiums.

5. PAYMENT TERMS

5.1 Timing. Auctioneer shall remit to Seller the net proceeds from sales (sale price less Commission, fees, taxes, and other authorized deductions) within days after Auctioneer's receipt of cleared funds from buyers, provided that Auctioneer has received clear title documentation and has satisfied any holdback obligations required by law or buyer dispute resolution.

5.2 Withholdings. Auctioneer may withhold from remittance any amounts reasonably necessary to satisfy liens, taxes, claims, or set-offs asserted against Seller or the Consigned Property.

6. TITLE AND RISK OF LOSS

6.1 Title Transfer. Title to each item shall pass from Seller to the buyer upon Auctioneer's acceptance of the buyer's bid and Auctioneer's issuance of a final invoice to the buyer, subject to receipt of payment as provided in Section 5.

6.2 Risk of Loss. Risk of loss or damage to the Consigned Property shall remain with Seller until physical delivery to Auctioneer's premises or Auctioneer's authorized location, at which time risk of loss shall shift to Auctioneer until sale and delivery to the buyer.

7. WARRANTIES AND REPRESENTATIONS

7.1 Seller Representations. Seller represents and warrants that: (a) Seller is the sole legal owner of the Consigned Property or has authority to consign and sell it; (b) the Consigned Property is free of liens, security interests, and encumbrances except as disclosed in writing; and (c) Seller has disclosed material facts and defects known to Seller that would affect value or saleability.

7.2 Auctioneer Disclaimer. Except as expressly set forth in Section 7.1, Auctioneer makes no warranties, express or implied, regarding merchantability, fitness for a particular purpose, or the accuracy of descriptions beyond Auctioneer's reasonable exercise of professional opinion.

8. CONSIGNMENT PERIOD

8.1 Term. The consignment period for the Consigned Property shall commence on and shall expire on , unless earlier terminated in accordance with this Agreement.

9. TERMINATION

9.1 Termination for Convenience. Either party may terminate this Agreement for convenience upon thirty (30) days' prior written notice to the other party. Termination shall not affect obligations incurred prior to termination.

9.2 Breach. Either party may terminate immediately for material breach by the other party that remains uncured for a period of ten (10) days following written notice specifying the breach.

10. INDEMNIFICATION

10.1 Seller Indemnity. Seller shall indemnify, defend and hold Auctioneer and its agents harmless from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of Seller's representations or Seller's failure to deliver good and marketable title to the Consigned Property.

10.2 Auctioneer Indemnity. Auctioneer shall indemnify and hold Seller harmless from any claims arising from Auctioneer's gross negligence or willful misconduct in conducting the auction, except to the extent arising from Seller's breach or misrepresentations.

11. LIMITATION OF LIABILITY

11.1 Exclusion of Consequential Damages. Except for claims arising from fraud or willful misconduct, neither party shall be liable to the other for consequential, incidental, punitive or special damages, including lost profits.

12. CONFIDENTIALITY

12.1 Confidential Information. Each party shall keep confidential and not disclose to any third party any non-public information concerning the other party's business, pricing, consignments, or buyers, except as required by law or as necessary to perform this Agreement. This obligation survives termination for a period of two (2) years.

13. NOTICES

13.1 Method. All notices required or permitted under this Agreement shall be in writing and delivered by personal delivery, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth below or to such other address as each party designates in writing.

14. AMENDMENTS; WAIVER; COUNTERPARTS

14.1 Amendments. This Agreement may be amended or modified only by a written instrument signed by both parties.

14.2 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party granting the waiver. The waiver of any breach shall not operate or be construed as a waiver of any subsequent breach.

14.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be deemed originals.

15. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles.

16. ENTIRE AGREEMENT

This Agreement, including any Schedules and attachments hereto, 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 oral or written.

17. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect, and the parties shall negotiate in good faith to replace the invalid provision with a valid provision reflecting the original intent.

SCHEDULE A: ITEMIZATION AND SPECIAL TERMS

The parties have executed this Agreement as of the date first written above.

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