AGREEMENT OF PURCHASE

This agreement is by and between

__________________ (“The Company”),

and
__________________ (“Seller”).

WHEREAS, the Seller desires to sell to the Company a comprehensive collection of ___________________
(“Collection”), which is more particularly described in the attached inventory, Attachment A, which is incorporated
herein by reference; and,

WHEREAS, The Company deems it in its interest to acquire the Collection for custodial care and appropriate service
to the public, and is agreeable to purchasing the Collection under the terms hereafter stated;

NOW, THEREFORE, the parties hereby agree as follows:

1) Purchase. The Seller agrees to sell, and The Company agrees to buy, the Collection for a total purchase price
of __________ (“Purchase Price”). The Company shall initiate payment of the Purchase Price immediately
after receipt and satisfactory inspection of the Collection.

2) Copyright.
a) The Seller hereby dedicates to the public domain such intellectual property as the Seller may own in the
Collection. OR
b) The Seller hereby transfers and assigns to the The Company such intellectual property as the Seller may
own in the Collection. OR
c) [The Seller hereby dedicates to the public domain such intellectual property as the Seller may own in the
Collection] OR [The Seller hereby transfers and assigns to the The Company such intellectual property as
the Seller may own in the Collection], subject to the following exceptions:
_________________________________________________________________. OR

3) The Seller reserves all rights in such intellectual property as the Seller may own in the Collection, subject to the
uses identified in Attachment B hereto, which is incorporated herein by reference.

4) Shipping.

a) Costs. ___________________ will arrange and pay for shipping the Collection to the Company.
b) Risk of Loss. The Seller bears responsibility for the Collection, including responsibility for the risk of loss of
or damage to the Collection, until the Collection arrives at the Company. Additionally, the Seller is
responsible for the purchase of private insurance in connection with the shipment of the Collection, if
desired by the Seller.
c) Inspection and Acceptance. After receipt of the Collection, the Company will have 90 days in which to
inspect the Collection to ensure that all the items listed or described on Attachment A are included and
that Collection is in the same condition as noted in the master packing list. A significant discrepancy in the
inventory and/or condition of the Collection, if unresolved by the parties, is grounds for refusal of the
Collection by The Company and withholding of payment. A “significant discrepancy” is defined as
___________________. If such a discrepancy exists, the Collection will be returned to the Seller at the
Seller’s expense, unless the Seller cures the discrepancy no later than 90 days after the Company provides
written notice of the discrepancy, or such later time as may be agreed upon by the parties. The Company
will indicate its acceptance or rejection of the Collection in writing. The Company will reduce payment by
 AGREEMENT OF PURCHASE

PKR__ per rejected or missing item, or may, at the Company’s discretion, accept as replacements different
items from the Seller.

5) Warranties and Indemnifications.

a) Warranty of Title. The Seller represents and warrants that the Seller is the true and lawful owner of the
property conveyed by this agreement and has full power to convey such property, and the title so
conveyed is free, clear, and unencumbered.
b) Authority to Sign Agreement. The Seller hereby warrants that the Seller has the authority necessary to
sign this agreement.
c) Seller Indemnification. The Seller agrees to indemnify and save harmless the Company from and against
any and all claims, lawsuits, actions, damages, loss, costs and expenses (including attorneys’ fees), and
demands, by third parties, that in any manner result from the Seller’s breach of the Seller’s warranties and
undertakings in this agreement. This indemnification binds the heirs, executors, administrators, and
assigns of the Seller.

6) Publicity. Seller shall obtain prior written approval from the Company before using the Company’s trademarks
or trade names, images, or holdings (collectively, “Proprietary Marks”). This applies to all uses regardless of
whether on the web, in print, or any other media. Once approved, similar uses in the same context and
format will not require additional approval. The contact at the Company for these reviews is
__________________________.

7) Notice. All notices required to be given hereunder shall be in writing and sent by
_________________________to ____________________________. Notice is effective when given.

8) Miscellaneous.
a) Nature of Relationship. Nothing in this agreement is intended or is to be deemed to create a partnership
or joint venture between the Company and the Seller.
b) No waiver. No waiver or modification of any of the terms of this agreement will be valid unless in writing.
No waiver by either party of a breach hereof or default hereunder will be deemed a waiver by such party
of any subsequent breach or default.
c) Severability. If any particular term, covenant, or provision of this agreement is determined to be invalid or
unenforceable, the invalidity or unenforceability thereof will not affect the remaining provisions of this
agreement, which will nevertheless remain in full force and effect.
d) Force Majeure. Performance by either party under this agreement is excused during the period such
performance is prevented or delayed by government restrictions (whether with or without valid
jurisdiction), war or warlike activity, insurrection or civil disorder, or any other causes similar or dissimilar
to the foregoing that are beyond the control of either party and are not foreseeable at the time the
agreement is executed.
e) Captions. Any captions or headings to the sections of this agreement are solely for the convenience of the
parties hereto, are not part of this agreement, and are not to be used for the interpretation or
determination of the validity hereof.
f) Counterparts. This agreement may be executed in counterparts and either party hereto may execute any
such counterpart, each of which when executed and delivered will be deemed to be an original and all of
which counterparts taken together will constitute the same instrument.
g) Assignment. Neither party hereto may assign this agreement without the written consent of the other,
such consent not to be unreasonably withheld.
h) Entire Agreement. This agreement constitutes the entire agreement between the parties concerning the
subject matter hereof and supersedes all pre-existing agreements and understandings between them with
respect thereto.
 AGREEMENT OF PURCHASE

i) Choice of Law and Venue. This agreement is to be governed for all purposes by, and construed in
accordance with the law of _______________ and venue is to lie exclusively in the courts for
_______________________.

The effective date of this agreement is the last date of signature below.

The Company   The Seller

Entity details: Entity details:

Email: Email:
Executed by: Executed by:

Name: Name:
Title: Title: