Trust-shop Service Contract

TRUST-SHOP SERVICE CONTRACT

THIS TRUST-SHOP SERVICE CONTRACT (this Agreement) is entered into as of Effective Date: , by and between Provider: , with principal place of business at , and Client Name: , with principal place of business at .

RECITALS

WHEREAS, Provider operates a trust-shop service that provides secure inspection, temporary custody and escrow-style facilitation for tangible personal property and related transactions (the Services); and

WHEREAS, Client desires to engage Provider to perform the Services with respect to items identified by Client and accepted by Provider, under the terms and conditions set forth herein; and

WHEREAS, Provider is willing to provide the Services subject to the limitations, indemnities and fees set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the parties hereby agree as follows.

1. DEFINITIONS

1.1 "Services" means the inspection, secure holding, facilitation of exchange, recordkeeping and any ancillary services described in Section 2. "Item(s)" means the tangible personal property delivered to Provider for performance of the Services.

2. SCOPE OF SERVICES

2.1 Provider agrees to perform the Services described below for Items tendered by Client in accordance with this Agreement and Provider's standard operating procedures. Provider's obligations are limited to those expressly stated in this Agreement.

2.2 Provider shall accept Items only after conducting an intake inspection and generating an intake report. Provider may refuse Items that, in Provider's reasonable judgment, present undue hazard, are illegal, or are not consistent with Provider's operational capacity.

3. FEES; PAYMENT

3.1 In consideration for the Services, Client shall pay Provider the fees set forth below. Fees are exclusive of applicable taxes. Provider's acceptance of Items may be conditioned on prepayment of all or a portion of the fees.

3.2 All sums due hereunder shall be payable within days of invoice unless otherwise agreed in writing. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law.

4. TERM AND TERMINATION

4.1 This Agreement commences on the Effective Date and continues until terminated as provided in this Section. Either party may terminate this Agreement for convenience upon days' prior written notice to the other party.

4.2 Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice.

5. ACCEPTANCE, STORAGE AND RELEASE OF ITEMS

5.1 Provider will inventory Items upon receipt and will provide Client with an intake report describing condition and any known defects. Provider's records of condition at intake shall be presumptive evidence of the Item's condition at delivery to Provider.

5.2 Provider shall store Items with reasonable care in accordance with industry practice. Client acknowledges that Provider is not a bailment or warehouse for all purposes; Provider's custody is limited to the purposes set forth in this Agreement.

6. INSURANCE; RISK OF LOSS

6.1 Client shall maintain insurance covering the Items while in Provider's custody, unless otherwise agreed in writing. Provider's liability for loss, damage or destruction of Items shall be limited to direct damages and, except to the extent caused by Provider's gross negligence or willful misconduct, Provider shall not be liable for incidental, consequential or punitive damages.

7. CONFIDENTIALITY; DATA PROTECTION

7.1 Each party shall keep confidential the other party's non-public business information disclosed under this Agreement and shall not disclose such information except to employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

7.2 Provider may collect and process Client data to the extent necessary to perform the Services. Provider shall implement reasonable administrative, physical and technical safeguards appropriate to the sensitivity of the data.

8. REPRESENTATIONS; WARRANTIES

8.1 Each party represents that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Client represents that it has good title to Items or is authorized to tender Items to Provider for the Services.

9. INDEMNIFICATION

9.1 Client shall indemnify, defend and hold harmless Provider and its officers, directors, employees and agents from and against any third-party claims, losses, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of Client's breach of this Agreement, misrepresentation of title or authorization to tender Items, or Client's negligence or willful misconduct.

10. LIMITATION OF LIABILITY

10.1 EXCEPT FOR LIABILITY ARISING FROM PROVIDER'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL PROVIDER'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. NOTICES

11.1 All notices required or permitted under this Agreement shall be in writing and delivered by hand, by nationally recognized overnight courier, or by certified mail to the addresses below or to such other address as a party may designate by notice in accordance with this Section.

12. ASSIGNMENT

12.1 Neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a merger, sale of substantially all of its assets, or corporate reorganization.

13. AMENDMENTS; WAIVER

13.1 Any amendment to this Agreement shall be effective only if in writing and signed by authorized representatives of both parties. No failure or delay by a party in exercising any right shall constitute a waiver of that right unless a writing expressly so states.

14. COUNTERPARTS

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

15. GOVERNING LAW

15.1 This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

16. ENTIRE AGREEMENT; SEVERABILITY

16.1 This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

17. MISCELLANEOUS

17.1 The headings in this Agreement are for convenience only and shall not affect interpretation. The parties acknowledge that they have read and understand this Agreement and have had the opportunity to seek independent legal counsel.

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