eCommerce eBay Exhibits

eCommerce eBay Exhibits Agreement

This eCommerce eBay Exhibits Agreement (the Agreement) is entered into as of between the parties set forth below.

Recitals

WHEREAS, Client operates certain goods and services for sale through online marketplaces and requires professional preparation, documentation and exhibit materials for listings on the eBay platform (collectively, Exhibits); and

WHEREAS, Service Provider has expertise in preparing listing exhibits, high-resolution images, descriptive copy, item condition reports, and associated documentation necessary to support eBay listings and to comply with marketplace requirements; and

WHEREAS, Client desires to engage Service Provider to prepare, deliver and, where applicable, manage Exhibits under the terms and conditions set forth in this Agreement, and Service Provider agrees to provide such services.

Scope of Work

Service Provider shall perform the services described below. Deliverables shall conform to the specifications agreed by the parties and be suitable for use with eBay listings and related buyer inquiries.

Payment Terms

Client shall pay Service Provider the fees set forth below for services and deliverables. All amounts are due in United States dollars and exclusive of any taxes for which Client is responsible.

Term and Termination

This Agreement commences on the Start Date below and, unless earlier terminated in accordance with this Agreement, continues until the End Date below or until all obligations are fulfilled.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if the breach is not cured within the notice period specified above after written notice. Upon termination, Client shall pay for all services performed and work-in-progress up to the effective date of termination.

Confidentiality

Each party shall maintain in confidence any non-public business, technical or financial information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Confidential Information shall not include information that is or becomes publicly known through no wrongful act of the receiving party, was known prior to disclosure, or is independently developed by the receiving party.

The receiving party shall use Confidential Information solely to perform its obligations under this Agreement, shall restrict access to employees and contractors with a need to know, and shall apply at least reasonable care to prevent unauthorized disclosure. Upon termination or written request, Confidential Information (and all copies) shall be returned or destroyed.

Intellectual Property; License

Unless otherwise agreed in writing, Client retains ownership of its pre-existing intellectual property. Service Provider grants Client a non-exclusive, worldwide, royalty-free license to use deliverables prepared specifically for Client as exhibits in eBay listings and related marketing on behalf of Client. Service Provider warrants that deliverables are original or that Service Provider has secured the necessary rights for Client's intended use.

Marketplace Compliance

Client is responsible for ensuring listings comply with eBay policies and applicable laws. Service Provider will prepare Exhibits consistent with Client instructions and generally accepted marketplace practices, but makes no guarantee of listing acceptance, search ranking, or sales volume. Client shall promptly notify Service Provider of any marketplace claims or takedown notices.

Warranties; Indemnification; Limitation of Liability

Service Provider represents that it will perform services in a professional manner consistent with industry standards. EXCEPT FOR THE FOREGOING, ALL WARRANTIES ARE DISCLAIMED. Client agrees to indemnify and hold Service Provider harmless from claims arising from Client-supplied content, misrepresentations, or Client's breach of marketplace rules. Neither party shall be liable for consequential or incidental damages; aggregate direct liability shall not exceed the total fees paid under this Agreement during the twelve months preceding the claim.

Exhibits and Attachments

The following items, if completed, are incorporated into this Agreement as Exhibits.

Notices

Notices required or permitted under this Agreement shall be in writing and delivered to the contact information below for each party.

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that state for disputes arising under this Agreement.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior written or oral agreements. Any amendment must be in writing and signed by authorized representatives of both parties.

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