AGREEMENT FOR AUCTION SALES COMMISSIONS
This Agreement for Auction Sales Commissions (the "Agreement") is made and
entered into this 29th day of June, 1999, by and between Art Exchange, Inc., a
Colorado corporation (hereinafter referred to as "Art Exchange"), and Museum
Auctions, Ltd., a Colorado corporation (hereinafter referred to as the "Museum
Auctions").
A. WHEREAS, Museum Auctions is engaged in the business of marketing,
brokering and selling fine art, antiques and collectibles on consignment, via
live auction and otherwise.
B. WHEREAS, the parties desire that Art Exchange conduct certain live
auctions on behalf of Museum Auctions subsequent to July 28, 1999.
C. WHEREAS, Museum Auctions desires to pay Art Exchange sales commissions
equivalent to 25% of the aggregate sales price of all consigned merchandise sold
by Museum Auctions at live auctions conducted by Art Exchange.
NOW, THEREFORE, in consideration of the foregoing premises, the mutual
promises, covenants, agreements, representations and warranties set forth
hereinafter, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Live Auctions. Art Exchange agrees to conduct live auctions on behalf
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of Museum Auctions on such dates mutually acceptable to the parties subsequent
to July 28, 1999.
2. Remuneration. Museum Auctions agrees to pay Art Exchange sales
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commissions in the amount of twenty-five (25%) of the aggregate sales price of
all consigned goods sold by Museum Auctions at live auctions conducted by Art
Exchange on behalf of Museum Auctions subsequent to July 28, 1999.
3. Term of Agreement. The term of this Agreement shall be a period of
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twelve (12) months commencing on the date of the execution of this Agreement,
renewable annually.
4. Notices. Any notices required or permitted to be given under this
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Agreement shall be sufficient if in writing and delivered or sent by registered
or certified mail to the principal office of each party.
5. Waiver of Breach. Any waiver by Art Exchange of a breach of any
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provision of this Agreement by Museum Auctions shall not operate or be construed
as a waiver of any subsequent breach by Museum Auctions.
6. Assignment. This Agreement and the rights and obligations of the
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parties hereunder shall inure to the benefit of and shall be binding upon their
successors and assigns.
7. Applicable Law. It is the intention of the parties hereto that this
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Agreement and the performance hereunder and all suits and special proceedings
hereunder be construed in accordance with and under and pursuant to the laws of
the State of Colorado and that in any action, special proceeding or other
proceeding that may be brought arising out of, in connection with or by reason
of this Agreement, the laws of the State of Colorado shall be applicable and
shall govern to the exclusion of the law of any other forum, without regard to
the jurisdiction in which any action or special proceeding may be instituted.
8. Severability. All agreements and covenants contained herein are
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severable, and in the event any of them shall be held to be invalid by any
competent court, this Agreement shall be interpreted as if such invalid
agreements or covenants were not contained herein.
9. Entire Agreement. This Agreement constitutes and embodies the entire
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understanding and agreement of the parties and supersedes and replaces all prior
understandings, agreements and negotiations between the parties.
10. Waiver and Modification. Any waiver, alteration or modification of
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any of the provisions of this Agreement shall be valid only if made in writing
and signed by the parties hereto. Each party hereto, from time to time, may
waive any of its rights hereunder without effecting a waiver with respect to any
subsequent occurrences or transactions hereof.
11. Counterparts. This Agreement may be executed in counterparts, each of
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which shall be deemed an original but both of which taken together shall
constitute but one and the same document.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement as of the day and year first above written.
BUYER: SELLER:
ART EXCHANGE, INC. MUSEUM AUCTIONS, LTD.
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxx X. Xxxxxx
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Xxxxx X. Xxxxx, President Xxxx X. Xxxxxx, President
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