Trading Card Sales Agreement

TRADING CARD SALES AGREEMENT

This Trading Card Sales Agreement ("Agreement") is entered into as of Month Day Year by and between Seller Name: , with principal place of business at ; and Buyer Name: , with principal place of business at .

RECITALS

WHEREAS, Seller owns or controls certain collectible trading cards and related memorabilia described in Exhibit A attached hereto (the "Cards"); and

WHEREAS, Buyer desires to purchase the Cards from Seller and Seller desires to sell the Cards to Buyer on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that title, risk of loss, authentication, and payment obligations be allocated as set forth herein.

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

1. DEFINITIONS

1.1 "Cards" means the individual trading cards and lots described in Exhibit A, including any cards submitted for grading, authentication, or encapsulation.

1.2 "Purchase Price" means the aggregate amount payable by Buyer to Seller for the Cards as specified in Section 3.

2. SALE AND PURCHASE

2.1 Sale. Subject to the terms and conditions of this Agreement, Seller hereby sells, transfers, and conveys to Buyer, and Buyer hereby purchases from Seller, all of Seller's right, title and interest in and to the Cards described in Exhibit A.

2.2 Exhibit A. The precise identification, condition notes, and any agreed grading or lot breakdown shall be set forth in Exhibit A. Exhibit A is incorporated by reference and constitutes an essential part of this Agreement.

3. PURCHASE PRICE; PAYMENT TERMS

3.1 Payment Method. Buyer shall pay the Purchase Price by the following method (select all that apply):   Wire Transfer   Certified Check   Escrow Agent

3.2 Payment Schedule. Unless otherwise agreed, Buyer shall remit full payment within days of Seller's invoice or delivery, whichever occurs later.

4. DELIVERY; TRANSFER OF TITLE

4.1 Delivery. Seller shall deliver the Cards to Buyer or to an authorized third-party grader/shipper at the delivery address specified above, on or before Month Day Year .

4.2 Transfer of Title. Title to the Cards shall transfer to Buyer upon Seller's delivery of the Cards and Buyer's payment in full of the Purchase Price, unless the parties expressly agree in writing that title shall pass earlier or later.

5. INSPECTION AND ACCEPTANCE

5.1 Inspection Period. Buyer shall have days from receipt of the Cards to inspect and either accept or reject them in accordance with this Section 5.

5.2 Rejection. If Buyer rejects any Card(s), Buyer must notify Seller in writing specifying the reasons for rejection within the inspection period. Seller shall promptly remedy any valid defects or, if the parties cannot agree, refund the pro rata portion of the Purchase Price for the rejected Card(s) upon return of such Card(s).

6. RISK OF LOSS

6.1 Except as otherwise provided in this Agreement, risk of loss or damage to the Cards shall pass to Buyer upon delivery to the carrier or upon delivery to Buyer or Buyer's designated recipient, whichever occurs first.

7. REPRESENTATIONS AND WARRANTIES

7.1 Seller Representations. Seller represents and warrants that: (a) Seller is the sole legal and beneficial owner of the Cards and has the full right, power and authority to sell the Cards free of any liens, security interests, encumbrances, claims or restrictions; (b) the Cards described in Exhibit A are as described to the best of Seller's knowledge; and (c) there are no pending or threatened actions, suits or proceedings affecting Seller's right to sell the Cards.

7.2 Buyer Representations. Buyer represents and warrants that Buyer has full authority to purchase the Cards, that any funds used to pay the Purchase Price are not proceeds of unlawful activity, and Buyer will comply with all applicable laws in connection with the purchase.

8. AUTHENTICATION, GRADING, AND FEES

8.1 Authentication and Grading. If authentication or third-party grading is requested, the party requesting such services shall be responsible for the associated fees unless the parties otherwise agree in writing. Any change in declared condition, grade, or authenticity by a reputable third-party grading service shall be handled in accordance with the acceptance and dispute procedures set forth in Section 5.

8.2 Authorization. Seller hereby authorizes Buyer or Buyer's agent to submit the Cards for grading or authentication if agreed in writing.

9. TAXES AND FEES

Buyer shall be responsible for any sales, use, value added, or similar taxes, and any customs duties or import fees, arising from the purchase of the Cards, except for taxes based on Seller's net income. Each party shall bear its own costs and expenses in connection with this Agreement unless otherwise provided.

10. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of a breach of such party's representations, warranties, or obligations under this Agreement.

11. LIMITATION OF LIABILITY

Except for liability arising from fraud or willful misconduct, neither party shall be liable for consequential, incidental, special or punitive damages. The aggregate liability of either party for any claim arising out of this Agreement shall not exceed the Purchase Price paid by Buyer for the Cards that are the subject of the claim.

12. CONFIDENTIALITY

The parties agree that the terms of this Agreement and the identity of the Cards shall be kept confidential and shall not be disclosed to third parties except as required by law or to effectuate delivery, authentication, or payment under this Agreement.

13. NOTICES

All notices, requests, consents or other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or such other address as a party may designate by notice in accordance with this Section.

14. ASSIGNMENT

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that Buyer may assign this Agreement to an affiliate or to an acquirer of substantially all of Buyer's assets without Seller's consent upon notice to Seller.

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 conflict of law principles. The parties agree that the state and federal courts located in such state shall have exclusive jurisdiction over any disputes arising out of this Agreement.

16. ENTIRE AGREEMENT; AMENDMENT; SEVERABILITY

This Agreement, including all exhibits, 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. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

17. WAIVER; COUNTERPARTS

No waiver of any breach of any provision of this Agreement shall be deemed a waiver of any subsequent breach. 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.

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