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PROPERTY DISPOSITION SERVICES AGREEMENT
<br />TERMS AND CONDITIONS
<br />These Terms and Conditions set forth the terms upon which PropertyRoom.com, Inc., a Delaware corporation
<br />("PRC"), will handle the auction and disposition of Property provided from time to time by the Contracting
<br />Organization or any Sister Agency of the Contracting Organization (jointly and severally, the "Owner") to PRC (the
<br />"Disposition Services") on behalf of, and as agent for, the Owner.
<br />These Terms and Conditions maybe accepted by PRC, on one hand, and the organization to which the Services are
<br />provided (the "Contracting Organization") on the other hand, by (i) the execution of a written agreement expressly
<br />incorporating these terms, together with any attachments or addenda expressly incorporated therein (the "Executed
<br />Documentation"), (ii) the presentment of these Terms and Conditions as part of a proposal letter, proposal
<br />documentation or other written submission signed by PRC and acceptance in writing (whether by letter, facsimile or
<br />e-mail) of such materials by the Contracting Organization without modification (the "Transaction Documentation"),
<br />(iii) the presentment of these Terms and Conditions as part of a proposal letter, proposal documentation or other
<br />written correspondence signed by PRC and the subsequent submission by the Contracting Organization of Property
<br />to PRC for the performance of Disposition Services. These Terms and Conditions may also be accepted by any
<br />municipal, county or state governmental agency located in the state in which the Contracting Organization is located
<br />(each a "Sister Agency") by the submission by the Sister Agency of Property to PRC for the performance of
<br />Disposition Services pursuant to the terms and conditions of an Agreement between PRC and the Contracting
<br />Organization.
<br />The agreement between the PRC and the Owner (the "Agreement") consists of these Terms and Conditions and (i) if
<br />any Executed Documentation exists, such Executed Documentation, (ii) if no Executed Documentation exists but
<br />Transaction Documentation exists, such Transaction Documentation. If neither Executed Documentation nor
<br />Transaction Documentation exists, then the Agreement shall consist solely of these Terms and Conditions. The
<br />Agreement, as so defined, collectively comprises the entire agreement between PRC and the Owner relating to the
<br />subject of the Agreement and supersedes any prior understandings, agreements or representations by or between the
<br />parties, written or oral, which may be related to the subject matter hereof in any way. The Agreement cannot be
<br />modified except in writing by the duly authorized representatives of PRC and the Contracting Organization.
<br />1. Property to be Sold. From time to time, Owner will designate items of property (the "Property") that it desires
<br />to provide to PRC for Disposition Services. PRC retains the right to accept or reject certain items as Property in
<br />its sole discretion.
<br />Title to Property. Owner shall retain legal title to the Property until it is purchased by auction or otherwise
<br />disposed of in accordance with the Agreement at which time Owner will be deemed to have transferred title to
<br />the purchaser or other acquirer of the item of Property (the "Buyer"). Owner appoints PRC as its representative
<br />and instrumentality to hold and offer for sale on Owner's behalf the Property, in accordance with the
<br />Agreement. In connection therewith, Owner appoints PRC as its attorney-in-fact to sign any and all documents
<br />necessary to assign to Buyers all of Owner's right, title and interest in and to Property sold or disposed.
<br />Owner's Property shall, at all times before sale or disposition, be subject to the direction and control of Owner.
<br />Cash receipts, accounts receivable, contract rights, notes, general intangibles, and other rights to payment of
<br />every kind, arising out of the sales and dispositions of Property (collectively the "Proceeds") belong to Owner,
<br />subject to payment of amounts owed by Owner to PRC and to third parties pursuant to the Agreement, which
<br />amounts shall be disbursed by PRC on behalf of Owner as provided in the Agreement.
<br />3. Method of Selling Property.
<br />a. Portable Property Items. PRC will, on Owner's behalf as its representative, pick-up, store and list
<br />Property for sale by auction to the public on the internet on one or more domain names selected by PRC.
<br />To the extent that any Property is not sold by auction, PRC may, in any commercially reasonable manner
<br />selected by PRC, dispose of Properly. PRC will determine al] aspects, terms and conditions of auctions of
<br />Property and dispositions of Property not purchased at auction, subject to the ultimate control of Owner.
<br />PRC will handle all phases of submitting the Property for auction, including, but not limited to, determining
<br />when Property will be auctioned, setting the opening and reserve prices of Property, if any; setting the
<br />length of time Property will be auctioned; creating text and graphics to describe and depict Property
<br />submitted for auction; collecting Buyer information (such as name, billing address, shipping address, and
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