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PROPERTY DISPOSITION SERVICES AGREEMENT TERMS AND CONDITIONS d PRC shall obtain and maintain insurance in an amount (determined by PRC) not less than the replacement value of Property in its possession. The insurance will cover the Property against fire, theft, and extended coverage risks ordinarily included in similar policies. PRC shall give Owner a certificate or a copy of each of the above upon Owner's request. 8. Owner Obligations. Owner will use its best efforts to provide to PRC such Property as becomes available for sale to the public. Owner will complete paperwork reasonably necessary to convey custodial possession of the item of Property to PRC, including a written manifest or list that descrbes the item of Property in sufficient detail for identification. In addition, to help comply with public notification statutes as well as to support Internet traffic flow to the PRC auction website, Owner agrees to place a permanent clickable link (the "I.,inlc'~ to www.ProgertvRoom com on one or more Owner websites. PRC will supply Link technical requiremenrts, text and images to Owner. Owner agrees that it will not provide Property that is illegal or hazardous or infringes the intellectual property rights of any third party ("Prohibited I'roperty'~, including but not limited to explosives, firearms, counterfeit or unauthorized copyrighted material ("Irnock-offs', poisons or phmtnaceuticals. In the event that any third party asserts a claim that any Property consists of Prohibited Property, Owner shall indemnify and hold PRC harmless from any such claim and all damages, liabilities (whether joint or several), costs and expenses (including reasonable legal fees and expenses), judgments, fines and other amourrts paid in connection with such claim, whether or not litigated. In the event of any such claim or if PRC otherwise determined. in good faith that any Property consists of Prohibited Property, PRC shall have the right to immediately suspend or cancel (even if completed) any auction or disposal of such Property and may refuse to sell, offer to sell or otherwise dispose of such Property. To the extent requested by PRC, Owner will provide reasonable assistance in deterrrrining whether such Property in fact consists of Prohibited Property. In the event that any Buyer asserts a claim that any Property consists of prohibited Property and PRC determined in good faith that such claim is reasonably likely to be determined to be correct, PRC may, in its discretion, accept the return of such Property and refund the Sales Price for such Property to the Buyer, in which event PRC may then destroy such Property or return such Property to Owner and such refunded Sales Price shall be deducted from firture remittances of Owner's Net Procceds made by PRC. 9. Restrictions on Bidding. PRC and its employees and agents may not directly or indirectly bid for or purchase auctioned Property on the PRC web site. 10. Representations and Warranties of Owner. Owner hereby represents, wamdnts and covenants as follows (the "Conditions Precedent': a. Property delivered to PRC is available far sale to the general public without any restrictions or conditions whatever and does not consist of Prohubited Property; and b. Owner has taken all actions under applicable law that are required for Owner to auction the Property or to transfer title to the Property to Buyers (including, without limitation, all notice requirements and the like required prior to the sale of Property at auction under local statute or municipal code). 11. Books and Records. PRC will keep complete and accurate books of account, records, and other documents with respect to the Agreement (the `Books and Records' for at least three (3) years following expiration or termination of the Agreement. Upon reasonable notice, the Books and Records will be available for inspection by Owner, at Owner's expense, at the location where the Books and Records are regularly maintained, during normal business hours. 12. Indemnification. Subject to the limitations specified in the Agreement, each party will indemnii~+, hold harmless and defend the other party and its agents and employees from and against any and all losses, claims, damages, liabilities (whether joint or several), costs and expenses (including reasonable legal fees and expenses), judgments, fines and other amounts paid in settlement, incurred or suffered by any such person or entity (collectively, "I.osses'~ arising out of or in connection with: a. the inaccuracy of any representation or warranty made by the party hereunder, 6 of 8