THIS AGREEMENT (the "Agreement") is made on (Date)_________________ by and between Auction Spear LLC ('The Company'), Arlington TX 76014 and (Independent Affiliate Business Owners Name) _________________________________________ (the 'Independent Affiliate' Business name), __________________________________________________________ on the basis of the following understandings and agreements:   1. Basis for Agreement The Company has developed methods for fostering creation and provide tools for promoting businesses engaged in the business of Online Auctions using the service mark and related trade names and trademarks ("Marks") and The Company's proprietary methods of doing business (the "Licensed Methods"). The Company grants the right to others to develop and operate an Independent Affiliate Online Auction, under the Marks and pursuant to the Licensed Methods. The Independent Affiliate desires to establish an Online Auction business, and The Company desires to grant the Independent Affiliate the right to operate an online auction business under the terms and conditions which are contained in this Agreement.  2. Grant of Independent Affiliate Business The Company grants the Independent Affiliate, and the Independent Affiliate accepts from The Company, the right to use the Marks and Licensed Methods connected with the establishment and operation of an Independent Affiliate Online Auction business. The Independent Affiliate agrees to use the Marks and Licensed Methods, as they may be changed, improved, and further developed by The Company from time to time, only in accordance with the terms and conditions of this Agreement.  The Independent Affiliate agrees always to perform the Independent Affiliate’s obligations faithfully, honestly, and diligently hereunder, and to continuously exert best efforts to promote the Online Auction business. The Independent Affiliate agrees to use the Marks and Licensed Methods to operate all aspects of the online auction business hereunder in accordance with the methods and systems developed and prescribed from time to time by The Company, all of which are a part of the Licensed Methods. The Independent Affiliate shall offer such products and services as The Company shall designate and shall be restricted from manufacturing, offering, or selling any products or services expressly prohibited. 3. $598 – Initial Independent Affiliate Fee (Non-refundable) The Independent Affiliate agrees to pay The Company a one-time administrative set up non-refundable fee amount of $598 which is due and payable as of the date of execution of this Agreement. The payment of Independent Affiliate fee enables the Independent Affiliate to benefit from the use of The Company's system, name as well as assistance for a limited time. In consideration for the right to develop and operate one Independent Affiliate online auction business. The initial fee represents payment for the initial grant of the rights to use the Marks and Licensed Methods, that The Company has earned the initial fee upon receipt thereof and that the fee is non-refundable except as otherwise specifically set forth in this Agreement. 4. $174 Annual Membership fee (Non-refundable) The total investment necessary to begin operation of an online auction company with Auction Spear LLC is $598 with an annual membership fee of $174. Annual membership fees will be billed each January and payment will be due by January 31st. The Independent Affiliate may be charged a late fee of $100 making the total fee $274 if the annual membership fee is paid after January 31st. If the annual membership fee has not been paid by February 28th, Auction Spear may at their discretion suspend access to the online platform, member training portal, and any other affiliate site access until payment is made.     Business owners’ initials____

5. Training The Independent Affiliate or, if the Independent Affiliate is not an individual, the person designated by the Independent Affiliate to assume primary responsibility for the management of the online auction business ("General Manager") is required to successfully complete the initial online training program which is offered by The Company through The Company's “Member portal” on The Company’s designated websites www.AuctionSpear.com or www.AuctionSpearinc.net. From time to time, The Company may present seminars, conventions or continuing development programs or conduct meetings for the benefit of the Independent Affiliate. Participation is voluntary as an Independent Affiliate.
    6. Development Assistance In addition to The Company's initial online training, design services, online resource “Member portal”, and other pre-opening services described elsewhere in this Agreement, The Company may provide the Independent Affiliate prior to opening with a list of approved and designated advertising websites and advertising copy for Independent Affiliate's grand opening.   In addition to the other operational assistance and advice provided by The Company pursuant to other provisions of this Agreement, at the opening of the Independent Affiliate's business and for a period of 60 days thereafter, The Company may provide the on-site services of a representative to assist the Independent Affiliate and provide further on-site training connected with the operation of the Independent Affiliate's online Auction business at no extra cost to the independent Affiliate. If the Independent Affiliate requests or requires on-site training beyond the initial 60 days after the date of this contract, a fee of $75.00 per hour with a minimum of $150.00 may be charged by The Company for on-site training. 7. Online Resource Member Portal & Training system The Company agrees to grant the Independent Affiliate access to the online resource “Member Portal” which may include but is not limited to the following, sample consignment contracts, list of recommended advertisers, training videos, various resources, and recommendations for operating the online auction business. None of the resources in the online resource “Member Portal” are to be considered “Legal advice” in any way and are recommendations only and for educational purposes only. Auction Spear highly recommends Independent Affiliate consults with a licensed attorney on all contracts and legal matters. The online resource “Member Portal” and online “Training system” is the sole property of The Company and shall be used by the Independent Affiliate only during the term of this Agreement and in strict accordance with the terms and conditions hereof. The Independent Affiliate shall not duplicate the online resource “Member Portal” nor the online “Training system” or disclose its contents to persons other than its employees or officers who have signed the form of Confidentiality and Non-Disclosure Agreement. The Company reserves the right to revise the online resource “Member Portal” and online “Training system” from time to time as it deems necessary to update or change operating and marketing techniques, standards, and specifications for all components of the online resource “Member Portal” and online “Training system”. The Independent Affiliate shall always during the term of this Agreement own and control the online Auction business authorized hereunder. The Independent Affiliate shall not operate or promote any other business or profession through the online auction website www.AuctionSpear.com nor through the website www.AuctionSpearinc.net. If the Independent Affiliate is an entity, the entity shall only operate the online auction business governed by this Agreement and no other business, unless the Independent Affiliate receives The Company's prior written approval. Upon request of The Company, the Independent Affiliate shall promptly provide to The Company proof, reasonably acceptable to The Company of such ownership.     Business owners’ initials____ 8. Payment of Buyer Premium Throughout the term of this Agreement, the Independent Affiliate agrees to pay to The Company a continuing per auction buyer premium* equal to 15% of its Gross Retail Sales generated from or through its online auction business. * Buyer Premium is a fee added to each bidder/buyer invoice per auction and is not a fee charged directly to the Independent Affiliate. The Buyer Premium is paid by the bidder/buyer, collected by the Independent Affiliate, and sent to Auction Spear. The Independent Affiliate may be charged a late fee of $100, and an additional $10 per day thereafter, if buyer premium payments are not paid within seven (7) calendar days following the closing date of each auction and sent to The Company via electronic payment, prior to the seventh day following each auction closed based on Gross Auction Sales. The Independent Affiliate understands The Company has full access to all Buyer premium reports through the website www.AuctionSpear.com, and The Company may from time-to-time request standard transmittal forms containing information regarding the Independent Affiliate's Gross Retail sales and such additional information. "Gross Retail Sales" shall be defined as receipts and income of any kind from all products or services sold from or through the online auction business on the www.AuctionSpear.com website, including any such sale of products or services made for cash or upon credit, or partly for cash and partly for credit, regardless of collection of charges for which credit is given, less returns for which refunds are made, provided that the refund shall not exceed the sales price and exclusive of discounts, sales taxes and other taxes, amounts received in settlement of a loss of merchandise, shipping expenses paid by the customer and discount sales to corporations or to charities for fundraising purposes. "Gross Retail Sales" shall also include the fair market value of any services or products received by the Independent Affiliate in barter or in exchange for his services and products. There is no maximum revenue ceiling or profit/income. However, Administrative costs and overhead dictate a minimum threshold for auctions. Any auctions culminating in settlement totals of under $1000 will be required to render a minimum of $150 Buyer Premium. Recurring low volume auctions may result in coaching and subsequent action in accordance with section 12. 9. Advertising
The Company may require from the Independent Affiliate prior written approval of all advertising or other marketing or promotional programs published by any method, including print, broadcast, and electronic media, regarding the online auction business, including, without limitation, newspaper ads, flyers, brochures, coupons, direct mail pieces, specialty and novelty items, radio, television, email, social media, and Internet advertising. The Independent Affiliate acknowledges and agrees that The Company may disapprove of any advertising, marketing or promotional programs submitted to The Company for any reason in The Company's sole discretion. The proposed written advertisement or a description of the marketing or promotional program shall be submitted to The Company before publication, broadcast, or use. The Independent Affiliate is prohibited from advertising/posting competitor websites and links and other websites and links owned by the Independent Affiliate on the Auction Spear website. 10. Auction Lot requirement The Independent Affiliate acknowledges that all auction lots are required to start at $1.00 bid except for automobiles which may start at $100.00. The Company also highly recommends a minimum of 250 lots per auction. The Company reserves the right to refuse and remove any lots or items that do not meet the “Quality control” standards set forth in section 11.       Business owners’ initials____

11. Quality Control The Independent Affiliate agrees to maintain and operate his/her online auction business strictly in compliance with all Federal, State, and local laws of the United States, this Agreement and the standards and specifications contained in the online resource “Member Portal” and “Training system” or, as made available online or through a company-generated portal, or email notice as the same may be modified from time to time by The Company in accordance with this Agreement. The Independent Affiliate is prohibited from offering or selling any products or services not authorized by The Company. Independent Affiliate is prohibited from offering or selling any expired food, child car safety seats, baby cribs, pornographic or illegal drug related products.  If the Independent Affiliate proposes to offer, conduct, or utilize any products, services, materials, forms, items or supplies for use connected with or for sale through online auction business which are not previously approved by The Company as meeting its specifications, the Independent Affiliate shall first notify The Company in writing requesting approval. The Company may, in its sole discretion, for any reason whatsoever, elect to withhold such approval. To make such determination, The Company may require submission of specifications, information, or samples of such products, services, materials, forms, items, or supplies. The Company will advise the Independent Affiliate within a reasonable time whether such products, services, materials, forms, items, or supplies meet its specifications. Independent Affiliate acknowledges that items in the Prohibited List outlined previously in this Section 11 may not be sold. Various US agencies have restrictions in place that regulate or ban all trade with certain countries. The Company does not allow the sale of embargoed or restricted items from these countries. Under United States law, buying or selling certain items made in restricted countries may not be lawful, depending on the nature of the item, when it was manufactured, and when it left that specific country. Federal agencies also ban or regulate trade between people in the United States and certain organizations, businesses, and individuals. The Company does not allow those organizations, businesses, or individuals to use our website. When submitting items for sale on The Company website, you attest that the items that you are submitting do not violate any United States laws, policies, or restrictions on items from countries that have restrictions and regulations in place with the United States government. Make sure you follow these guidelines. Failure to conform to these rules may subject you to a range of actions, including limits on your buying and selling ability and suspension of your account. 12. Semi-annual review Auction Spear LLC (“THE COMPANY”) has a fundamental goal of making the selling and buying of goods simple, safe, and effective. Auction Spear may conduct semi-annual reviews every 6 months for underperforming Independent Affiliates to reverse declining sales, increase auction participation and for coaching purposes. Independent Affiliate acknowledges that Auction Spear has and maintains standard operating procedures and policies for the benefit of all Independent Affiliates on the platform and that consistent and regular underperformance may result in coaching, written notices and may result in termination of platform access and discontinuation of related services. In the case of termination, no fees will be returned, and Independent Affiliate acknowledges that no refunds will be given for any fees already paid. Independent Affiliate acknowledges that customary and reasonable efforts shall be made to work with both Sellers and Buyers and that a lack of communication and/or efforts to rectify reasonable requests may result in loss of access to the Company systems and resources and may result in action up to and including termination of contract and cessation of Independent Affiliate Rights. THE COMPANY reserves the right to intervene when the reputation of THE COMPANY is at risk to protect THE COMPANY and limit negative repercussions. This intervention may include but is not limited to, paying outstanding disputed amounts to the Independent Affiliate, and reinstating any blocked bidders in cases where reasonable requests have been made and bidder has an established consistent history of payments and closed invoices or, in instances where blocking a bidder is deemed manipulative or   Business owners’ initials____

excessive in nature based on either dollar amount or number of transgressions. This decision is entirely up to THE COMPANY in cases where the Independent Affiliate has been made “whole” by paying the outstanding dollar amount or, where not reinstating the bidder could be construed as unreasonable or contrary. In the event THE COMPANY and the Independent Affiliate terminate their agreement, Independent Affiliate is required to reimburse THE COMPANY for any join fees waived initially. This may include but not limited to any waived or unpaid Initial Franchise Fees, advertising fees, appraisal fees and any unpaid incremental fees already incurred but not yet paid and any fees waived or advanced that the IA has already committed to pay or has already agreed to pay through regular previous demonstrated monthly payments. ALL fees disclosed and/or waived but which appear on the publicized fee schedule in the initial IA Agreement must be paid as if no fees had been waived. In addition, any Buyer Premium fees must be paid prior to termination of the contract. THE COMPANY reserves the right to limit access to the auction platform until such fees are paid in full or an agreement reached on said unpaid fees. IA agrees to forfeit all accrued fees due because of any bonus programs if IA terminates prior to completion of the agreed upon term or in the event IA terminates with any unpaid accrued and earned fees. 13. Term The term of this Agreement begins on the date this Agreement is fully executed and ends 5 years later, unless sooner terminated as provided herein. If no action is taken before the agreement’s termination date, the contract will automatically convert to a new 5-year term. Either party may terminate upon 30 days’ notice or as required by law.   14. Default and Termination The Company shall have the right, at its option, to terminate this Agreement and all rights granted the Independent Affiliate hereunder, without affording the Independent Affiliate any opportunity to cure any default (subject to any state laws to the contrary, where state law shall prevail), effective upon receipt of notice by the Independent Affiliate, upon the occurrence of any of the following events:   a. Temporary suspension. Independent Affiliate understands a monthly review of all auction platforms may be performed by The Company and any non-active platforms may be temporarily suspended to reduce costs incurred by The Company. If this occurs the Independent Affiliate may request to have their auction platform reinstated when the Independent Affiliate needs and is able to post an auction or requires access to reports such as sales tax, commission, KPI’s, etc. b. Abandonment. If the Independent Affiliate ceases to operate the online auction business or otherwise abandons the online auction business for a period of 90 consecutive days, or any shorter period that indicates an intent by the Independent Affiliate to discontinue operation of the online auction business, unless and only to the extent that full operation of the online auction business is suspended or terminated due to fire, flood, earthquake, Tornado, Pandemic or other similar causes beyond the Independent Affiliate's control and not related to the availability of funds to the Independent Affiliate. c. Insolvency; Assignments. If the Independent Affiliate becomes insolvent or is adjudicated as bankrupt; or any action is taken by the Independent Affiliate, or by others against the Independent Affiliate under any insolvency, bankruptcy, or reorganization act, this provision may not be enforceable under federal bankruptcy law, or if the Independent Affiliate makes an assignment for the benefit of creditors, or a receiver is appointed by the Independent Affiliate. d. Criminal Conviction. If the Independent Affiliate is convicted of a felony, a crime involving moral turpitude, or any crime or offense that is reasonably likely, in the sole opinion of The Company, to affect the Licensed Methods, Marks, goodwill or reputation thereof materially and unfavorably.
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e. Failure to Make Payments. If the Independent Affiliate fails to pay any amounts due The Company or affiliates, including any amounts which may be due because of any subleases or lease assignments between the Independent Affiliate and The Company, within 10 days after receiving notice that such fees or amounts are overdue. On the 11th day after the Buyer Premium due date, the unpaid BP percentage rate will be automatically adjusted from 15% to 20% and increase 2% each 10-day period thereafter for four (4) consecutive 10-day periods. The outstanding BP amount will be adjusted to include any administrative charges incurred not to exceed $500. Withholding any fees due is strictly prohibited and a direct violation of the RIGHT OF OFFSET Section 26. Any unpaid BP amounts may be reported as income/revenue to the IRS through a 1099 filing. Independent Affiliate agrees that no RIGHT OF OFFSET exists, and they are bound by Section 26.
f. Misuse of Marks. If the Independent Affiliate misuses or fails to follow The Company's directions and guidelines concerning use of The Company's Marks and fails to correct the misuse or failure within ten days after notification from The Company.   g. Unauthorized Disclosure. If the Independent Affiliate intentionally or negligently discloses to any unauthorized person, the contents of or any part of The Company's Operations Manual or any other trade secrets or confidential or proprietary information of The Company. h. Repeated Non-Compliance. If the Independent Affiliate has received two previous notices of default from The Company and is again in default of this Agreement at any time during the term of this Agreement, regardless of whether the previous defaults were cured by the Independent Affiliate.
i. Unreasonable Customer Care. In situations where consignors/sellers or bidders have made reasonable and customary requests to the Independent Affiliate and have exercised due care and diligence in attempting to rectify situations with effectively communication with the Independent Affiliate, but Independent Affiliate refuses to acknowledge or participate in any reasonable and customary requests for same, THE COMPANY reserves the right to intervene and correct said situation to prevent damage to THE COMPANY reputation and limit legal risk. No advance notice of termination will be supplied prior to termination in this instance. j. Unreasonable communication with THE COMPANY. The Company reserves the right to limit access to the software and all relevant proprietary materials when Independent Affiliate has engaged in negative or disparaging remarks about THE COMPANY and its assigned officers or affiliates either through social media venues, in person, email, phone conversations and other communication media and those remarks damage or threaten to damage THE COMPANY or its reputation. No advance notice of termination will be supplied prior to termination in this instance. k. Others. Any other covenant that the parties feel is sufficient cause to terminate this Agreement.
15. Restrictive Covenants The Independent Affiliate acknowledges that, in addition to the license of the Marks hereunder, The Company has also licensed commercially valuable information which comprises and is a part of the Licensed Methods, including without limitation, operations, marketing, advertising and related information and materials and that the value of this information derives not only from the time, effort and money which went into its compilation, but from the usage of the same by all the Independent Affiliates of The Company using the Marks and Licensed Methods. The Independent Affiliate therefore agrees that other than the online auction franchise licensed herein, neither the Independent Affiliate nor any of the Independent Affiliate's officers, directors, shareholders, or partners, nor any member of his or their immediate Family members, shall during the term of this Agreement: a. Have any direct or indirect controlling interest as a disclosed or beneficial owner in a "Competitive Business."       Business owners’ initials____

The Independent Affiliate shall treat all information it receives which comprises or is a part of the Licensed Methods licensed hereunder as proprietary and confidential and will not use such information in an unauthorized manner or disclose the same to any unauthorized person without first obtaining The Company's written consent. The Independent Affiliate acknowledges that the Marks and the Licensed Methods have valuable goodwill attached to them, that the protection and maintenance thereof is essential to The Company and that any unauthorized use or disclosure of the Marks and Licensed Methods will result in irreparable harm to The Company.
16. Insurance It is highly recommended the Independent Affiliate procure & maintain: (I) Comprehensive General Liability and Professional Liability insurance for the Business Location and its operations.   (II) Automobile liability insurance covering all employees of the online auction business with authority to operate a motor vehicle in an amount not less than any statutorily imposed minimum coverage.   (III) If the Independent Affiliate hires employees for full or part time employment, the independent Affiliate will abide by Federal, State and Local laws regarding unemployment and worker's compensation insurance with a broad form all-states endorsement coverage sufficient to meet the requirements of the law; and All of the required policies of insurance shall name The Company as an additional named insured and shall provide for a 30-day advance written notice to The Company of cancellation. (IV) Errors & Omission insurance (“E&O”) to protect themselves from errors in descriptions and to protect themselves from subsequent potential litigation. (V) Business Interruption Insurance to protect from work stoppages and or unanticipated interruptions in regular day-to-day business that may be outside of your control. Note*** Not all Business Interruption Insurance will cover pandemic or Acts of God, please be sure to clarify before you purchase such insurance if you are trying to mitigate such instances. 17. Internet & power outage Auction Spear LLC (“THE COMPANY”) relies on Internet access and power supplied by other companies/agencies and public services. There may be times where interruption of services occur that are beyond the control of Auction Spear. Auction Spear is unable to minimize such occurrences since they do not provide the primary services. Independent Affiliate acknowledges that Internet and Power Outages will occur and that they agree that THE COMPANY’s responsibility is solely limited to reestablishing the connection/power and to reinstate a previous version of auctions from a backup source. The reinstated auction may or may not have all changes and/or all bids placed. 18. Governing Law This Agreement shall be interpreted under the laws of the state of Texas and any disputes between the parties shall be governed by and determined in accordance with the substantive laws of the state of Texas which laws shall prevail in the event of any conflict of laws. 19. Modification. The Company and/or the Independent Affiliate may modify this Agreement only upon execution of a written agreement between the two parties. The Independent Affiliate acknowledges that The Company may modify its standards and specifications and operating, and marketing techniques set forth in the Operations Manual or member portal unilaterally tinder any conditions and to the extent in which The Company, in its sole discretion, deems necessary to protect, promote, or improve the Marks and the quality of the Licensed Methods, but under no circumstances will such modifications be made arbitrarily without such determination. Business owners’ initials____

20. Indemnity Independent Affiliate shall indemnify, and hold harmless, Auction Spear LLC and other independent Affiliates, members, managers, employees and agents, against any and all claims, actions, damages, losses, liabilities and expenses (including reasonable attorney’s fees for counsel of our choice) arising out of or resulting from any and all claims raised by the buyers or sellers of Property, including any actions brought by the Buyers & Sellers themselves including specifically any actions for unrealized market value that may be realized through another venue, and inaccurate or omitted identifiers contained within descriptions, notwithstanding others. Independent Affiliate further agrees to indemnify and hold harmless ramifications from pandemics or other Acts of God beyond our control including but not limited to Stay-At-Home or Shelter-In-Place orders, governmental restrictions placed on general or specific businesses, hours of operations, attendance or maximum capacity restrictions or other actions that may control or limit abilities to conduct business, produce income or continue daily operations including any business interruption losses or loss of existing contracts as a result of these orders and any legal actions resulting from the wearing or not wearing of face masks or other PPE whether or not required by government or social mandate. The Independent Affiliate understands that no employee may verbally represent Auction Spear LLC in a negotiation, contract or promise and that the only binding agreements are those in writing signed by the owners of Auction Spear LLC only. 21. Entire Agreement. This Agreement contains the entire agreement between the parties and supersedes all prior agreements concerning the subject matter hereof. The Independent Affiliate agrees and understands that The Company shall not be liable or obligated for any oral representations or commitments made prior to the execution hereof or for claims of negligent or fraudulent misrepresentation based on any such oral representations or commitments and that no modifications of this Agreement shall be effective except those in writing and signed by both parties. The Company does not authorize and will not be bound by any representation of any nature other than those expressed in this Agreement. The Independent Affiliate further acknowledges and agrees that no representations have been made to it by The Company regarding projected sales volumes, market potential, revenues, profits of the Independent Affiliate's online Auction business, or operational assistance other than as stated in this Agreement or in any disclosure document provided by The Company or its representatives. 22. Effective Date. This Agreement shall not be effective until accepted by The Company as evidenced by dating and signing by an officer of The Company.   23. Attorneys' Fees. In the event of any dispute between the parties to this Agreement OR, resulting from any action on behalf of a contracted client/consignor or their assigns, including any dispute involving an officer, director, employee or managing agent of a party to this Agreement, in addition to all other remedies, the non-prevailing party will pay the prevailing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in any legal action, arbitration or other proceeding resulting from such dispute.   24. Injunctive Relief. Nothing herein shall prevent The Company or the Independent Affiliate from seeking injunctive relief to prevent irreparable harm, in addition to all other remedies. If The Company seeks an injunction, The Company will not be required to post a bond.     Business owners’ initials____

25. No Waiver. No waiver of any condition or covenant contained in this Agreement or failure to exercise a right or remedy by The Company or the Independent Affiliate shall be considered to imply or constitute a further waiver by The Company or the Independent Affiliate of the same or any other condition, covenant, right, or remedy.
26. No Right to off-set. The Independent Affiliate shall not be allowed to off-set amounts owed to The Company for Royalties, fees, or other amounts due hereunder, against any monies owed to Independent Affiliate, nor shall the Independent Affiliate in any event withhold such amounts due to any alleged nonperformance by The Company hereunder, which right of offset is hereby expressly waived by the Independent Affiliate. 27. Invalidity. If any provision of this Agreement is held invalid by any tribunal in a final decision from which no appeal is or can be taken, such provision shall be deemed modified to eliminate the invalid element and as so modified, such provision shall be deemed a part of this Agreement as though originally included. The remaining provisions of this Agreement shall not be affected by such modification. 28. Notices. All notices required to be given under this Agreement shall be given in writing or by email, by certified mail, return receipt requested, or by an overnight delivery service providing documentations of receipt, at The Company or the Independent Affiliate may designate from time to time and shall be effectively given when deposited in the United States mail, postage prepaid, or when received via overnight delivery, as may be applicable. Email notices are considered delivered upon issuance to the most recent email address on file and it is the Independent Affiliate’s responsibility to make sure any email address changes are provided timely to ensure receipt of updated documents and other notifications. 29. Default payment. In the event of default the Independent Affiliate shall reimburse The Company, or its affiliates and designees, promptly and when due, the amount of all sales taxes, use taxes, personal property taxes and similar taxes imposed upon, required to be collected or paid by The Company, or its affiliates or designees, on account of services or goods furnished by The Company, its affiliates or designees, to the Independent Affiliate through sale, lease or otherwise, or on account of collection by The Company, its affiliates or designees, of the initial franchise fee, Royalties, Marketing and Promotion Fees or any other payments made by the Independent Affiliate to The Company required under the terms of this Agreement. 30. Unpaid Invoice Reporting and Collection. The Independent Affiliate agrees to allow THE COMPANY to report unpaid invoices in their entirety to any Credit Bureau and/or collection agency being utilized solely for the purpose of recovering realized, accrued but unpaid Buyers Premium due THE COMPANY. Although the intent is to recover monies owed to THE COMPANY, if any monies due to the Independent Affiliate are recovered, those funds minus the BP and any Affiliated collection costs, will be forwarded to the Independent Affiliate. The Independent Affiliate understands that to pursue unpaid Buyer Premium due THE COMPANY that the entire invoice needs to be submitted for collection to justify.         Business owners’ initials____

31. Signatures. This Agreement shall be signed on behalf of Auction Spear LLC current administrator, and on behalf of (Independent Affiliate Business name) _____________________________________________________________________ by (Business owners name) ____________________________________________________________, Independent Affiliate. BEFORE SIGNING THIS AGREEMENT, THE INDEPENDENT AFFILIATE SHOULD READ IT CAREFULLY WITH THE ASSISTANCE OF LEGAL COUNSEL. THE INDEPENDENT AFFILIATE ACKNOWLEDGES THAT: (a) THE SUCCESS OF THE BUSINESS VENTURE CONTEMPLATED HEREIN INVOLVES SUBSTANTIAL RISKS AND DEPENDS UPON THE INDEPENDENT AFFILIATE'S ABILITY AS AN INDEPENDENT BUSINESSPERSON AND ITS ACTIVE PARTICIPATION IN THE DAILY AFFAIRS OF THE BUSINESS, AND (b) NO ASSURANCE OR WARRANTY, EXPRESS OR IMPLIED, HAS BEEN GIVEN AS TO THE POTENTIAL SUCCESS OF SUCH BUSINESS VENTURE OR THE EARNINGS LIKELY TO BE ACHIEVED, AND (c) NO STATEMENT, REPRESENTATION OR OTHER ACT, EVENT OR COMMUNICATION, EXCEPT AS SET FORTH IN THIS DOCUMENT, AND IN ANY OFFERING, CIRCULAR SUPPLIED TO THE INDEPENDENT AFFILIATE, IS BINDING ON THE COMPANY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT. INTENDING TO BE BOUND, the parties have executed this Agreement as of the date first above set forth.     THE COMPANY___________________________________________________________ Date __________________
Auction Spear LLC - Fred Durnbaugh, Executive administrator – UCC 1-308 Auction Spear Business mailing address 7301 State Highway 161, #148 Irving, TX 75039-2803     INDEPENDENT AFFILIATE: _______________________________________________________________ Business owners printed name.   BUSINESS OWNERS DATE OF BIRTH: _________________________________   BUSINESS OWNERS SIGNATURE: _____________________________________________ Date ___________________ Independent Affiliate Business mailing address   Street address ___________________________________________________________________________________   City _________________________________ State ________ Zip code ____________