Legal Signed Consignment Agreement

LEGAL SIGNED CONSIGNMENT AGREEMENT

This Consignment Agreement (the "Agreement") is made and entered into as of Day: Month: Year: by and between Consignor Name: whose principal address is ("Consignor"), and Consignee Name: whose principal address is ("Consignee").

RECITALS

WHEREAS, Consignor is the lawful owner of certain goods described as: (the "Goods"), and has the right to consign such Goods to Consignee;

WHEREAS, Consignee operates a commercial establishment engaged in the sale of goods on consignment and is willing to accept, exhibit and attempt to sell the Goods on the terms and conditions set forth in this Agreement;

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the consignment, storage, sale and return of the Goods;

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

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. "Goods" means the inventory consigned by Consignor pursuant to this Agreement, as further described in Schedule A attached hereto and incorporated by reference. "Net Proceeds" means gross proceeds from the sale of Goods less (a) Consignee's commission as set forth in Section 6; (b) any sales, use or other taxes required to be collected; and (c) customary fees or charges specifically agreed in writing by the parties.

2. CONSIGNMENT OF GOODS

Consignor hereby consigns to Consignee, and Consignee accepts on consignment, the Goods described on Schedule A. The parties shall execute and attach a contemporaneous inventory receipt for each shipment of Goods delivered under this Agreement. The initial inventory receipt reference number:

3. DELIVERY, ACCEPTANCE AND INSPECTION

Consignor shall deliver the Goods to Consignee's premises or other agreed location. Consignee shall inspect all Goods upon receipt and shall notify Consignor in writing within days of any nonconformity, damage, shortage or discrepancy. Failure to provide timely written notice shall constitute acceptance of the delivered Goods.

4. TITLE AND RISK OF LOSS

Title to the Goods shall remain vested in Consignor until the Goods are sold to a third-party purchaser. Notwithstanding the foregoing, risk of loss or damage to the Goods shall pass to Consignee upon Consignee's physical receipt and acceptance of the Goods at the delivery location, except to the extent caused by Consignor prior to delivery. Consignee shall store and display the Goods in a manner consistent with reasonable commercial practices for similar goods.

5. CONSIGNOR'S REPRESENTATIONS AND WARRANTIES

Consignor represents and warrants that (a) it is the sole and lawful owner of the Goods or otherwise has full authority to consign the Goods free and clear of all liens, encumbrances and claims; (b) the Goods are authentic, accurately described and not counterfeit; and (c) there are no outstanding agreements or restrictions that would interfere with Consignee's right to exhibit, sell or transfer the Goods. Consignor shall promptly disclose in writing any known defects or material facts affecting the Goods.

6. CONSIGNEE'S DUTIES AND AUTHORITY

Consignee is authorized to exhibit, market and sell the Goods on behalf of Consignor at prices agreed in writing or, in the absence of written agreement, at commercially reasonable prices determined in Consignee's discretion. Consignee shall exercise reasonable care in the safekeeping, display and sale of the Goods, shall maintain accurate records of sales, and shall remit Net Proceeds to Consignor in accordance with Section 7. Consignee shall not encumber or pledge the Goods or transfer title except by sale to a bona fide purchaser in the ordinary course of business.

7. PRICING, COMMISSION AND PAYMENT

Consignor and Consignee agree that Consignee's commission shall be of the gross sale price of each sold item unless otherwise agreed in writing. Payment of Net Proceeds to Consignor shall be made within days following the end of the calendar month in which the Goods are sold, together with an accounting statement itemizing sales, returns, taxes and deductions. Payments shall be made by check or electronic transfer to the following account or address:

8. RESERVE PRICE AND DISCOUNTING

If Consignor requires a minimum sale price (a "Reserve Price") for any item, such Reserve Price must be provided in writing prior to Consignee offering the item for sale. Reserve Price for Item Reference: Reserve Price: . Consignee shall not accept an offer below a Reserve Price without prior written authorization from Consignor.

9. INSURANCE

Consignee shall maintain insurance covering loss, theft and damage to the Goods while in Consignee's custody and control in an amount not less than per occurrence, naming Consignor as an additional insured or loss payee to the extent reasonably practicable. Upon request, Consignee shall provide evidence of such insurance to Consignor.

10. RETURN OF UNSOLD GOODS

Upon termination of this Agreement or upon written request by Consignor, Consignee shall, within days, return unsold Goods to Consignor at Consignor's expense, or if agreed in writing, destroy or dispose of the Goods. If Consignor does not instruct Consignee within such period, Consignee may store the Goods at Consignor's expense or dispose of them in a commercially reasonable manner consistent with applicable law.

11. WARRANTIES, INDEMNIFICATION AND LIABILITY

Consignor warrants to Consignee that Consignor has full right and authority to consign the Goods and that all descriptions and representations provided to Consignee are true and correct. Consignor shall indemnify, defend and hold harmless Consignee from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising from Consignor's breach of its representations, including claims of third parties asserting ownership or other rights in the Goods. Consignee shall indemnify, defend and hold harmless Consignor from and against any and all claims arising from Consignee's gross negligence or willful misconduct in connection with the handling or sale of the Goods.

Except for willful misconduct or gross negligence, neither party shall be liable to the other for special, incidental or consequential damages, and each party's total liability under this Agreement shall be limited to direct damages not to exceed the greater of (a) the Net Proceeds actually withheld or unpaid by Consignee with respect to the Goods at issue, or (b) .

12. CONFIDENTIALITY

Each party shall keep confidential and shall not disclose to any third party any confidential information of the other party, including pricing, commission structures and nonpublic business information, except as required by law or as necessary to perform its obligations under this Agreement. This obligation shall survive termination of this Agreement for a period of two (2) years.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other addresses as either party may designate in writing. Notices shall be deemed given when delivered personally, on the date of confirmed overnight delivery, or five (5) days after deposit in the U.S. mail, certified mail, postage prepaid.

14. AMENDMENT; WAIVER; COUNTERPARTS

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No waiver of any breach shall constitute a waiver of any other breach. This Agreement may be executed in counterparts, each of which when executed shall be deemed an original and all of which together shall constitute one instrument.

15. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of laws principles. Except where injunctive relief is sought, the parties submit to the exclusive jurisdiction and venue of the state and federal courts located in the county where Consignee's principal place of business is located.

16. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with all schedules and inventory receipts referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

17. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement. Any monetary amounts set forth herein are in lawful currency of the United States unless otherwise indicated. The parties acknowledge that they have had the opportunity to obtain independent legal advice prior to executing this Agreement.

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