Exhibit 10.1 EXCLUSIVE SALES AGENCY AGREEMENT Dated July 25, 2007
EXCLUSIVE SALES AGENCY AGREEMENT
THIS AGREEMENT dated as of July 25, 2007 by and between Xxxxxx
Xxxxxxxxx, hereinafter called "Principal" and Xxxxxx'x
Collectibles, Inc. a Florida corporation, both parties having
their principal place of business at 00000 XX 00xx Xxxxxx, Xxxxx,
Xxxxxxx 00000, hereinafter called "Agent".
WITNESSETH, that in consideration of the mutual
undertakings herein contained, the parties agree as follows:
1. APPOINTMENT.
Principal hereby appoints Agent to act as and for Principal in
offering for sale on Agent's Internet Website various items,
goods and merchandise, hereinafter described as "collectible
Offerings" all of which collectibles are owned by and in the
possession of Principal.
2. ACCEPTANCE.
Agent agrees to act in behalf of Principal by listing the
Collectible Offerings - as presented on Schedule "A" attached
hereto and incorporated herein by reference together with all
additions, attachments, parts or accessories incorporated or
attached therein or associated therewith (referred to herein as
the "Collectible Offerings") subject to the specific terms and
conditions specified herein.
3. SALES COMMISION.
(a) Agent shall be entitled to receive, and shall be paid
an amount equal to fifteen (15%) percent on each
collectible that is sold at predetermined selling
prices; prices which are subject to change only with
the specific consent of Principal.
(b) Principal shall be provided with a Xxxx of Sale or other
invoice for each item when and as sold, together with
payment in full of the purchase price, minus a sum
equal to 15%, i.e., being the agreed sales commission
that Agent shall be entitled to keep or receive as
compensation for each collectible sold.
(c) If necessary to conclude a sale, using his best-efforts,
Principal shall provide Agent with all the available
appropriate documentation associated with Principal's
original purchases of the collectibles including but not
limited to original invoices and bills of sale provided
to Principal.
4. POSSESSION.
Unless otherwise agreed to by the parties the Collectible
Offerings shall remain in the immediate possession of Principal -
in that capacity as well as in his capacity as a director and
officer of Agent.
5. EFFECTIVE DATE.
This Agreement shall take effect simultaneously with the
execution hereof.
6. REPRESENTATIONS and WARRANTIES. Principal represents and
warrants to Agent that:
(a) the Collectible Offerings are in marketable condition
and that Principal is the legal owner and has the authority to
sell the items;
(b) Principal's execution, delivery, and performance of his
obligations under this Agreement are not in conflict with nor
constitute neither a breach nor an event of default under any
agreement to which Principal is a party or by which Principal is
bound.
(c) Each item of the stated Collectible Offerings is
legally and validly owned by Principal free and clear of any and
all liens and encumbrances of any kind or description.
(d) Principal affirms that each item set forth in the list
of Collectible Offerings (See: Schedule "A" hereto) is currently
located in the State of Florida and at the time of Principal's
purchase of each individual item Principal paid in full all sales
taxes associated with such purchase.
(e) Each Collectible item is in good condition and repair
(ordinary wear and tear excepted) and is adequate and appropriate
for resale to collectors "AS IS". All representations and
warranties herein shall survive the execution of this Agreement.
7. TITLE. Title to the listed Collectibles shall remain with
Principal until a sale to a third party is effectuated. Principal
warrants and represents that he has title to all collectible
items, free and clear of any and all claims, liens and
encumbrances.
8. STATE SALES TAX. If required by law, Agent agrees to qualify
with the State of Florida as a Sales Tax Reseller, to obtain a
resale tax number and authority to collect sales taxes from
Florida residents and others as the case may be.
9. NOTICES.
Any notice provided for herein shall be in writing and delivered
to the party for which it is intended at the address set forth in
the first paragraph of this Agreement or to such other address as
either party shall from time to time indicate in writing, and
said notice shall be effective upon receipt - with proof of
actual delivery being required.
10. COVENANTS.
(a) Upon request by Agent, Principal shall assist Agent in
obtaining all licenses necessary or useful to operate the
Services (including but not limited to executing any consents
and/or assignments to transfer and/or effectuate such license(s)
to Agent for no additional incremental fees.
11. MISCELLANEOUS.
(a) This document, along with the appended Schedule "A"
constitutes the entire Agreement between Principal and Agent
solely with respect to the sale of the Collectible Offerings on
Agent's website and no representation or statement not contained
herein shall be binding upon Principal or Agent as a warranty or
otherwise, unless in writing and executed by the party to be
bound thereby.
(b) This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
assigns.
(c) This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida, including all
matters of construction, validity, performance and enforcement.
Any disputes arising under this Agreement may be brought in the
state courts and the federal courts located in Miami-Dade County,
and the parties hereby consent to the personal jurisdiction and
venue of these courts.
(d) This Agreement is subject to acceptance by Agent at its
offices, and shall only become effective on the date thereof.
(e) This Agreement may be executed in multiple
counterparts, each of which shall be deemed to be an original and
of equal force and effect.
(f) The parties mutually agree to and shall indemnify and
hold each other harmless from and against all claims, liens,
costs, loss, expenses or damages arising out of the breach by
either party of its obligations other than their own actual
negligence, fraud or misrepresentation hereunder.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the day and year first above written, and do each
hereby warrant and represent that its respective signatory whose
signature appears below has been and is on the date of this
Agreement duly authorized by all necessary and appropriate
corporate action to execute this Agreement.
Xxxxxx Xxxxxxxxx, Principal Xxxxxx'x Collectibles, Inc.- Agent
by: /s/ Xxxxxx Xxxxxxxxx by: /s/ Xxxx X. Xxxxxx
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Xxxxxx Xxxxxxxxx Name: Xxxx X. Xxxxxx
Title: Secretary/Treasurer
Schedule "A" - Collectible Offerings
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MEMORABILIA VALUE
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Signed Photo: Mantle, Xxxxxxxx &
XxXxxxxx $5,000
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Xx Xxxx Photo signed by Batting Title winners
including 5 Hall of Famers 4,500
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Signed Xxxxx Xxxx and 25 no hit pitchers
including 5 Hall of Famers 4,500
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Xxxxxx and Xxxxxxxx signed 500
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Xxxxxx Xxxxxx signed photo 500
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Xxx Xxxxxx - 1919 World Series star - signed 1,200
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Xxx Xxxxx - signed photo 1,000
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3 signed Hats, Xxxxxx, Xxxxxx and the Duke 7,500
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Individual signed Photos - Hall of famers
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Xxxxxx Xxxx 500
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Xxxxxx Xxxx 500
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Xxxxxx Xxxx 500
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Xxx Xxxxxx 500
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Xxxxx Xxxxxx 500
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Xxxx Xxxxx and Xxxx Xxxx 500
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Xxxxxx Xxxx and Xxx Xxx Xxxxx 500
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Xxxx Xxxxxxx 500
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Xxxx Xxxxxx Collection:
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Signed Picture 500
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Signed Bat 750
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Signed Jersey 1,000
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Signed Lithograph 500
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Signed Xxxxxxxx and Mantle Photo 1,250
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Signed Xxx Xxxxxxxx Photo 1,000
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X-Xxx -Xxxx Xxxxxxxxx signed NY Yankee Jersey 1,500
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X-Xxx signed photograph - Seattle 250
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Signed Xxx XxXxxxxx 500
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Other Signed Pictures
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Rashi, Lopat and Xxxxxxxx 350
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Xxxxx Xxxxxx 150
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Baseballs signed
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Xxxxxx Xxxx 250
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Xxxxx Xxxxxx 500
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Xxxx Xxxxxx 250
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Xxxxx Xxxxx 250
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X-Xxx- Xxxx Xxxxxxxxx 250
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Xxxxxx Xxxxxxxx 500
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Xxxx Xxxxxx 250
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Xxxxxx Xxxxxxx 250
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Xxxxx Xxxxxx 200
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Xxxxx Xxxxx 100
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Hall Of fame Collection Lithographs
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Xxx Xxxxxx 500
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Xxxx Xxxxxx 500
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Xxxxx Xxxxx 500
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Xxxxxx/Berra signed 50th Anniversary Ball 500
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Xxxxxx/Xxxxx signed 50th Anniversary Picture 500
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Orioles Ball signed by Xxxxxx Xxxxxxxx & Xxxxxx 500
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Xxxxxxxx/Xxxx Xxxx signed Photo 6,500
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Xxxxxx Xxxxxxx shadow Box - Signed ball & Photo 1,250
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TOTAL AGREED VALUE $50,000
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