IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Consignor and the Consignee (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:

1. Pricing of Goods
   
1. The Parties agree that the Consignor will set the price of the Goods.
   
2. Description of Goods
   
2. The Goods to be sold which are the subject of this Agreement are specifically described in the table below. The Consignor sets the price of each item comprised in the Goods respectively as follows (the "Price"):
   

   Description	Price
   _______________________________________________________________ _______________________________________________________________	$____________

3. The Price of the Goods does not include any applicable sales tax.
   
4. If any item of the Goods does not sell at the stated Price, or if either Party reasonably believes that the Price should be changed, the Parties are free to agree on a different price.
   
5. Fees
   
5. The Consignor will pay to the Consignee as follows (the "Payment"):
   
6. The Payment will be deducted from the final sale price of the Goods, and the remaining balance will be paid to the Consignor as set out above in cash.
   
7. If the final sale price is less than the Payment amount due to the Consignee, then the Consignor must pay the balance to the Consignee within the time and by the method to be agreed upon by the Parties.
   
8. Term of Agreement
   
8. The term of this Agreement (the "Term") will begin on the Execution Date of this Agreement and will remain in full force and effect until the Goods have been sold and the Parties have received their compensation as outlined in this Agreement, or until November 23, 2024, whichever occurs first, and subject to cancellation or termination as provided in this Agreement.
   
9. In the event that either Party wishes to cancel this Agreement prior to the sale of the Goods or prior to the termination date of the Agreement, that Party can do so at any time by serving written notice on the other Party. The Consignee must return any unsold Goods to the Consignor as soon as practicable upon the termination of the Agreement, at the expense of the Consignor.
   
10. In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.
    
11. Should the Consignee declare bankruptcy during the Term, it will be considered a breach of contract and the Consignor may terminate this Agreement immediately and require the Consignee to immediately return any Goods in the Consignee's possession to the Consignor at the expense of the Consignee.
    
12. Storage & Delivery
    
12. The Consignor will be responsible for delivering the Goods to the Consignee, at the Consignor's expense, for storage with the Consignee prior to sale of the Goods.
    
13. The Goods will be stored or kept in the possession of the Consignee until sold. Delivery of the Goods to the consumer will be the responsibility of the Consignee, and any costs associated with this delivery will be assumed by the Consignee.
    
14. Insurance
    
14. The Consignee shall, at its own expense, maintain insurance coverage on the Goods while they are in the Consignee’s possession and during delivery to the customer. Such insurance shall cover risks including, but not limited to, loss, theft, damage, and destruction of the Goods. The insurance policy shall be in an amount sufficient to cover the full value of the Goods and shall name the Consignor as an additional insured party with respect to any claims arising out of the Consignee’s possession and handling of the Goods.
    
15. Consignee Guarantee
    
15. The Consignee agrees to make reasonable efforts to sell the Goods on behalf of the Consignor in accordance with this Agreement.
    
16. Consignor Warranties
    
16. The Consignor warrants they are the lawful owner of the Goods and that they have full authority to consign and transfer ownership of the Goods. The Consignor warrants that the Goods are free from any liens or encumbrances. The Consignor agrees to indemnify and hold harmless the Consignee against all losses, damages and liabilities arising from any breach of these warranties.
    
17. The Goods are provided 'as is' and the Consignor expressly disclaims all warranties, whether express or implied, as to merchantability or fitness for a particular purpose. The Consignor's disclaimer of warranties does not, in any way, affect the terms of any applicable warranties from the manufacturer of the Goods.
    
18. Performance
    
18. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
    
19. Ownership
    
19. The Consignor grants the right to sell the Goods to the Consignee; however, the Consignor retains title and ownership of the Goods until the Goods are sold. The risk of loss remains with the Consignee from delivery of the Goods to the Consignee until the Goods are sold.
    
20. Records
    
20. The Consignee shall keep accurate records and receipts of all sales, immediately producible upon the Consignor’s request.
    
21. Currency
    
21. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).
    
22. Relationship
    
22. The Parties expressly agree that the Consignee is acting as an independent contractor under this Agreement and not as an employee of the Consignor. The Parties acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for the consignment of goods. The Consignor is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers' compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Consignee. Each Party is responsible for paying and complying with reporting requirements for all local, state and federal taxes related to payments made to them under this Agreement.
    
23. Exclusivity
    
23. The Parties acknowledge that this Agreement is an exclusive contract and that the Consignee alone will be permitted to sell the Goods, and the Consignor may not engage a third party for that purpose.
    
24. Notice
    
24. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses:
    
    1. ______________________
       ______________________________
       ___________________________
       
    2. ______________________
       ______________________________
       ___________________________
       

    or to such other address as either Party may from time to time notify the other, and will be deemed to be properly delivered (a) immediately upon being served personally, (b) two days after being deposited with the postal service if served by registered mail, (c) the following day after being deposited with an overnight courier, (d) the same day when sent by email between the hours of 9:00 a.m. - 5:00 p.m. in the recipient's time zone, or (e) the next day when sent by email after the hours of 9:00 a.m. - 5:00 p.m. in the recipient's time zone.

25. Indemnification
    
25. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
    
26. Modification of Agreement
    
26. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.
    
27. Time of the Essence
    
27. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
    
28. Assignment
    
28. Each Party will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the other Party.
    
29. Entire Agreement
    
29. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
    
30. Enurement
    
30. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
    
31. Titles/Headings
    
31. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
    
32. Gender
    
32. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
    
33. Governing Law
    
33. This Agreement will be governed by and construed in accordance with the laws of the State of Ohio.
    
34. Severability
    
34. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
    
35. Counterparts
    
35. This Agreement may be executed in counterparts. Facsimile signatures are binding and are considered to be original signatures.
    
36. Force Majeure
    
36. In the event that one of the Parties will be unable to fulfill, or shall be delayed or prevented from the fulfillment of, any obligation in this Agreement due to causes beyond their control, such as strikes, third party lockouts, acts of God, acts of nature, natural disasters, pandemics, riots, insurrections or other reasons of like nature beyond the reasonable control of the Party, and provided that such Party alerts the other Party of the issue and uses all reasonable diligence to overcome it, then the Party will not be liable for losses suffered by the other Party.
    
37. Waiver
    
37. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.