Baseball Memorabilia Collection Appraisals

This APPRAISAL AGREEMENT (“Agreement”) is entered into by and between GAME SEVEN AUTHENTICS, LLC, an Oklahoma limited liability company (“Game”), and the undersigned entity or individual (“Client”) (each of Game and Client may be referred to herein individually as a “Party” or
collectively as the “Parties”).
OVERVIEW
WHEREAS, Game is in the business of buying and sell autographed sports memorabilia, providing authentication services, and providing appraisals for client collections; and
WHEREAS, Client has a collection of autographed sports and/or entertainment memorabilia (the “Collection”) and desires Game to review the Collection for the purposes of obtaining an appraisal on the Collection’s value.
NOW THEREFORE, in consideration of the mutual promises, covenants and obligations set forth herein, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
PROFESSIONAL Services
Professional Services. All professional services provided by Game (the “Professional Services”) shall include the following: review and appraisal of autographed, game used, or other sports and/or entertainment memorabilia.
Performance of Professional Services. Game shall render the Professional Services in a timely and professional manner consistent with generally accepted industry standards. Client shall provide in a timely and professional manner, and at no cost to Game, assistance, cooperation, information and data as requested by Game to enable it to perform the Professional Services (collectively, “Assistance”). Game shall not be liable for any deficiency in performing the Professional Services if such deficiency results from Client’s failure to provide full Assistance as required hereunder. Assistance also includes Client’s designation of a project manager to interface with Game during the course of the Professional Services.
Method of Performing Services. Such Professional Services may or may not be rendered at the premises, residence, or facilities of Client, and Game may render certain Professional Services in such places or locations Game and Client may mutually determine. This includes, but is not limited to, performance of the Professional Services via video conferencing platforms such as Skype, Zoom, Bluejeans, or an equivalent application. Should Client desire Game to come directly to Client’s residence, place of business, or other location, travel expenses may be incurred as outlined in Section 2.04, below. Game may also elect to provide the Professional Services via photographs of the Collection if the Client desires. Game retains the right to accept or reject Client engagements offered to it by Client in its sole discretion.
Ownership of Game Proprietary Information. Game has developed and currently owns certain Confidential Information, intellectual property rights, know-how, trade secrets, and other proprietary information, materials, and processes (collectively the “Game Proprietary Information”) which it uses to perform services for its clients. Client and Game mutually agree that any Game Proprietary Information applied to Client specific information and used to generate, create, or develop any Professional Services delivered to Client hereunder, is and shall remain the sole and exclusive property of Game. Client and Game further agree that Client obtains no rights whatsoever in and to the Game Proprietary Information by virtue of this Agreement and that Game may utilize, in its sole discretion, the Game Proprietary Information for other clients of Game.
Ownership of Work Product. Client owns all Work Product delivered by Game to Client hereunder, including, but not limited to, the final documentation containing Game’s opinions and appraisal. Except as may be provided in the Statement of Work to the contrary, as used herein, the term “Work Product” means the use and application of Game Proprietary Information to Client specific details pertaining to Client’s Collection.
CompensatIon
Compensation. Client shall pay Game for Professional Services in accordance with the payment terms described herein.
Payment. Game charges a fee of ONE HUNDRED and NO/100 DOLLARS ($100.00) per hour, with a two (2) hour minimum per Appraisal. Billing beyond the initial two (2) hours shall be done in 15 minute (quarter hour) increments. Payment shall be made immediately upon the conclusion of the Professional Services. Game reserves the right to retain all Work Product until Client has paid Game in full. Following the rendering of the Professional Services, Game shall provide Client with an invoice that shall set forth in reasonable detail the Professional Services rendered and the invoice amount for the Professional Services rendered for the period covered by such invoice.
Payment Disputes. Client may object to any invoiced amounts for any Professional Service at any time before, at the time of, or after payment is made, provided such objection is made in writing to Game within 30 days following the date of the disputed invoice. Client shall timely pay the disputed items in full while resolution of the dispute is pending and payment of any amount shall not constitute approval thereof. Client and Game shall meet as expeditiously as possible to resolve any dispute.
Section 2.04 Travel Expenses. Should Client desire for Game to come to a physical location more than 50 miles from its address (noted below) Client shall be responsible to pay Game $50.00 per hour for travel time. In the Client desires Game to come out of the State of Oklahoma to an agreed upon location to perform the Professional Services Client shall be responsible for all out of pocket expenses incurred by Game, including, but not limited to: air travel, reasonable rental car fees, and any other costs incurred during travel, save meals which will not be charged to Client.
Limitation of Liability
Section 3.01 Game’s Obligations. GAME SHALL USE INDUSTRY ACCEPTED COMMERCIAL EFFORTS TO MEET CLIENT’S REQUIREMENTS AS SET OUT IN ANY APPLICABLE PROFESSIONAL SERVICES. THE PROFESSIONAL SERVICES PROVIDED HEREUNDER SHALL BE PROVIDED WITHOUT ANY OTHER WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. THERE ARE NO OTHER UNDERSTANDINGS, AGREEMENTS, REPRESENTATIONS OR WARRANTIES BY OR BETWEEN THE PARTIES EXCEPT AS EXPRESSLY PROVIDED HEREIN.
Section 3.02 Appraised Values Not Guaranteed to Return. Game is providing Client with an appraisal of Client’s Collection based on Game’s experience in the memorabilia industry. Game in NO WAY GUARANTEES OR WARRANTS THAT CLIENT CAN OBTAIN THE PRICE APPRAISED FOR A SPECIFIC ITEM. For example, if Game were to render the opinion that an autographed baseball is worth $5,000.00, that is not a guarantee that Client can sell the autographed baseball for $5,000.00 on the open market. Game is providing an appraisal opinion only and does not warrant that said opinion will result in an equal return should Client choose to sell an item from the Collection.
Client Initials:
Section 3.03 Exemplary or Punitive Damages. To the extent permitted by applicable law, in no event will either Party be liable under any legal theory for any special, indirect, consequential, exemplary, punitive, or incidental damages, however caused, arising out of or relating to this Agreement, even if such Party has been advised of the possibility of such damages. Neither Party’s liability to the other party under this Agreement shall exceed the total amounts paid or payable by Client under this Agreement.
Section 3.04 Insurance. If Client elects to use Game’s appraisal for insurance purposes, Game is not responsible if Client’s insurance carrier will not insure the Collection for Game’s full appraisal. Client agrees that should Client utilize the Work Product to obtain or modify its insurance coverage Game has no liability regarding what a specific insurance company will or will not accept for coverage purposes.
Confidentiality
Confidential Information. By virtue of this Agreement, the parties may have access to information that is confidential to one another (“Confidential Information”). For purposes of this Agreement, Confidential Information of a party means information, ideas, materials or other subject matter of such party, whether disclosed orally, in writing or otherwise, that is provided under circumstances reasonably indicating that it is confidential or proprietary. Confidential Information includes, without limitation, the terms and conditions of this Agreement;, technical information or data, product ideas, methodologies, calculation algorithms and analytical routines; and all personnel, client, contracts and financial information or materials disclosed or otherwise provided by such party (“Disclosing Party”) to the other party (“Receiving Party”). Confidential Information does not include that which (a) is already in a Receiving Party’s possession or knowledge at the time of disclosure to the Receiving Party, (b) is or becomes part of public knowledge or may be obtained from public or published sources, (c) is obtained by a Receiving Party from an unrelated third party with whom the Receiving Party does not have a duty of confidentiality, or (d) is independently developed by any party to this Agreement and does not constitute Work Product.
Restrictions on Use. The Receiving Party shall not use Confidential Information of the Disclosing Party for any purpose other than in furtherance of this Agreement and the activities described herein. The Receiving Party shall not disclose Confidential Information of the Disclosing Party to any third parties except as otherwise permitted hereunder. The Receiving Party may disclose Confidential Information of the Disclosing Party only to those employees or consultants who have a need to know such Confidential Information and who are bound to retain the confidentiality thereof under provisions (including, without limitation, provisions relating to nonuse and nondisclosure) no less restrictive than those required by the Receiving Party for its own Confidential Information. The Receiving Party shall maintain Confidential Information of the Disclosing Party with at least the same degree of care it uses to protect its own proprietary information of a similar nature or sensitivity, but no less than reasonable care under the circumstances. Each party shall advise the other party in writing of any misappropriation or misuse of Confidential Information of the other party of which the notifying party becomes aware.
Exclusions. Notwithstanding the foregoing, this Agreement shall not prevent the Receiving Party from disclosing Confidential Information of the Disclosing Party to the extent required by a judicial order or other legal obligation, provided that, in such event, the Receiving Party shall promptly notify the Disclosing Party to allow intervention (and shall cooperate with the Disclosing Party) to contest or minimize the scope of the disclosure (including application for a protective order).
Equitable Relief. The Receiving Party acknowledges that any unauthorized use or disclosure of Confidential Information would cause the Disclosing Party irreparable harm for which its remedies at law would be inadequate. Accordingly, each party (as the Receiving Party) acknowledges and agrees that the Disclosing Party will be entitled, in addition to any other remedies available to it at law or in equity, to the issuance of injunctive relief, without bond, enjoining any breach or threatened breach of the Receiving Party’s obligations hereunder with respect to the Confidential Information of the Disclosing Party, and such further relief as any court of competent jurisdiction may deem appropriate.
General Provisions
Governing Law. This Agreement is to be construed in accordance with and governed by the laws of the State of Oklahoma, without regard to or application of provisions relating to choice of law. The exclusive venue for any and all legal proceedings that might arise from this Agreement shall be Oklahoma County, Oklahoma, or in the United States District Court for the Western District of Oklahoma.
Severability. If any provision of this Agreement is unenforceable, then such provision will be enforced to the maximum extent possible under applicable law so as to effect the intent of the parties and the other provisions of this Agreement will continue in full force and effect.
Counterparts. This Agreement may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same instrument.
Notices. Any notice specifically required to be given in writing under this Agreement shall be either: (a) by facsimile to the designated number of the other party with confirmation of receipt and followed up immediately by delivery of the notice in writing by either First Class or expedited United States mail or (b) by a writing placed in the United States mail, certified, postage prepaid, return receipt requested, addressed as follows:
To Client: As set forth in the signature block


To Game: Game Seven Authentics, LLC
Attn: J. Scott Henderson, Esq.
P.O. Box 657
Oklahoma City, OK 73101-0657

Either party may update this notice information by providing the other party with notice of any changes in accordance with the notice provisions of this paragraph.
Breach. Should any party breach any term or obligation of this Agreement, and litigation ensues, the parties agree that the prevailing party upon final adjudication, exhaustive of appeals, shall be entitled to its reasonable attorneys' fees and costs in prosecuting or defending its claims.
Force Majeure. Notwithstanding anything in this Agreement to the contrary, neither party shall be responsible or liable for its failure to perform under this Agreement resulting from any event beyond the reasonable control of such party. If any force majeure condition shall occur, the party whose performance will be delayed shall immediately give written notice of such condition to the other party. If such condition continues for more than 30 days (cumulatively) and prevents or interferes with a party’s performance of its obligations under this Agreement, then the other party shall be entitled to terminate this Agreement upon delivery of written notice to the other party. In the event of termination of this Agreement due to such a force majeure condition, Client will pay any and all fees accrued for Professional Services that have been completed up to and including the date of termination.
Captions. The headings, captions and arrangements used in this Agreement are for convenience only and do not affect the interpretations of this Agreement.
Entire Agreement; Amendment; Waiver. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersede all prior or contemporaneous communications, negotiations, and agreements, written or oral, regarding the subject matter hereof. No modification of or amendment or waiver to this Agreement will be effective unless in writing and signed by each of the parties. No waiver of any default or breach hereunder, nor any delay or partial exercise of any right or remedy arising as a result of any such default or breach, shall constitute a waiver of any other default or breach whether similar or otherwise, nor shall it prevent or preclude the non-breaching party from exercising such right or remedy upon the occurrence of a subsequent default or breach.
Independent Contractor Status. The relationship of the Parties is that of independent contractors. Neither Party shall be deemed to be the legal representative of the other. Each Party agrees to assume complete responsibility for its own employees with regard to federal or state employers' liability and withholding tax, worker's compensation, social security, unemployment insurance, and compliance with other federal, state and local laws.
The parties hereto have executed this Agreement as of the Effective Date when this request is submitted.