Legal COA Agreement

LEGAL COA AGREEMENT

This Legal COA Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: and Provider Name: . The parties agree as follows.

RECITALS

WHEREAS, Client is the legal owner or lawful custodian of the tangible item(s) or property described herein and seeks a formal certificate attesting to authenticity, provenance, condition, or similar characteristics;

WHEREAS, Provider is engaged in the business of examining, authenticating, and issuing Certificates of Authenticity or similar analytical certifications and possesses the expertise, qualifications and facilities to perform the Services described below;

WHEREAS, the parties desire to set forth the terms under which Provider will examine the item(s) and issue a Certificate of Authenticity (COA).

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

1. DEFINITIONS

For purposes of this Agreement: (a) "Certificate" or "COA" means the written opinion, report or certificate issued by Provider that describes results of Provider's examination and authentication of the Authenticated Item(s); (b) "Authenticated Item(s)" means the physical object(s) submitted by Client for examination, as described in Section 2; (c) "Services" means the examination, testing, analysis and issuance of the COA by Provider; and (d) "Confidential Information" has the meaning set forth in Section 8.

2. SCOPE OF SERVICES

Provider shall perform reasonable examination and testing of the Authenticated Item(s) described as follows: Description of Item(s):

Serial Number / Identifying Marks:

Provider will issue a written COA summarizing the examination, stating Provider's professional opinion as to authenticity, observed condition, and any qualifications or limitations of the opinion. The COA is an expression of professional opinion based on Provider's examination and, unless expressly stated on the COA, is not a guarantee of future condition, market value, or provenance.

3. FEES AND PAYMENT

Client shall pay Provider the fees set forth below for Services rendered. Fee Amount (USD): The fee is due as follows: Deposit (if any): ; Balance due upon delivery of the COA.

Additional charges for expedited handling, specialized testing, storage, shipping, insurance, or third-party laboratory fees will be invoiced separately and are payable upon receipt. Failure to pay amounts when due permits Provider to retain and, if unpaid after written demand, sell or otherwise dispose of Authenticated Item(s) in accordance with applicable law.

4. REPRESENTATIONS AND WARRANTIES

Client represents and warrants that Client has full legal authority to submit the Authenticated Item(s) for examination, that Client is the legal owner or is authorized by the owner to obtain the COA, that the Authenticated Item(s) are free of undisclosed liens and encumbrances, and that all information and provenance supplied to Provider is true, complete and accurate to the best of Client's knowledge.

5. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM PROVIDER'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE FEES PAID BY CLIENT TO PROVIDER FOR THE SPECIFIC SERVICE GIVING RISE TO LIABILITY. IN NO EVENT SHALL PROVIDER BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, LOST PROFITS OR PUNITIVE DAMAGES.

6. INDEMNIFICATION

Client shall indemnify, defend and hold harmless Provider and its officers, directors, employees and agents from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of (a) Client's breach of any representation or warranty contained in this Agreement, (b) false statements or forged documentation provided by Client, or (c) claims of third parties relating to title, ownership, authenticity or provenance of the Authenticated Item(s).

7. CONFIDENTIALITY

All non-public information regarding Client and the examination, including photographs, reports, test results and provenance documentation, shall be treated as Confidential Information and shall not be disclosed by Provider to third parties without Client's prior written consent, except that Provider may disclose information as required by law, in response to a lawful subpoena or court order, or to its professional advisors who are bound by confidentiality obligations.

8. USE AND ALTERATION OF CERTIFICATE

Client may use the COA for purposes expressly permitted by this Agreement. The COA may not be altered, copied in part, or reproduced in a manner that misrepresents Provider's findings. Any modification or misuse of a COA by any person other than Provider renders the COA voidable by Provider. Provider retains the right to publicly note revocation of a COA if it is found to have been materially relied upon in a fraudulent or misleading manner.

9. RETURN, STORAGE AND RISK OF LOSS

Unless otherwise agreed in writing, Provider will return Authenticated Item(s) to Client at Client's expense after completion of the Services and payment of all charges. Risk of loss or damage to the Authenticated Item(s) remains with Client while in transit. Provider will exercise reasonable care while items are in its custody but shall not be liable for loss or damage except to the extent resulting from Provider's gross negligence or willful misconduct.

10. TERM; TERMINATION; SURVIVAL

This Agreement shall commence on the Effective Date and continue until completion of the Services unless earlier terminated by either party for material breach following thirty (30) days' written notice and failure to cure. Sections regarding Fees and Payment, Limitation of Liability, Indemnification, Confidentiality, Governing Law, and any other provisions that by their nature should survive, shall survive termination.

11. NOTICES

Any notice required or permitted under this Agreement shall be in writing and delivered by hand, certified mail, or nationally recognized courier to the addresses below (or such other address as a party may designate by notice).

12. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both parties. No waiver of any provision shall be effective unless in writing and signed by the party granting the waiver. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the State specified below without regard to conflicts of law principles. Governing State:

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and representations. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14. MISCELLANEOUS

Client authorizes Provider to photograph or otherwise document the Authenticated Item(s) for internal records and, subject to Section 7, for publication or marketing only with Client's prior written consent. Client agrees to provide truthful provenance documentation and to cooperate with Provider in connection with the Services.

Sign Now