Vehicle Brokerage and Consulting Agreement

The undersigned Seller(s) or Owner(s) (“Seller” or “Owner”) hereby agrees to engage SJC Group, LLC (“SJC Group” or “Listed Motors” or “Consultant” or “Broker” or “The Broker”) 868 West Street Road, Suite 301, Warminster, PA 18974 for the purposes of brokering for sale a Vehicle (“Vehicle” or “The Vehicle”) described by the VIN in this agreement.

In consideration of the mutual agreements and covenants herein, and for other good and valuable consideration, receipt of which is hereby acknowledged, Listed Motors and the undersigned Seller agree as follows:

Declarations

The undersigned hereby declares that:

Seller represents that he/she/they is/are the legal owner of the Vehicle, or in the alternative, that Seller has secured the permission from the legal owner of the Vehicle that it be brokered by Listed Motors, and Seller represents that Seller has legal authority to enter this Agreement and there are no legal judgements or liens against that Vehicle, except as disclosed, and that the information provided to Listed Motors is factual and accurate.

Listed Motors does not verify the registration, trim tag, VIN tag, title or check for liens against the Vehicle or make any representation or warranty about the title of the Vehicle. No investigation of legal title to the vehicle will be made and owners or tenant’s claim to the property has been assumed to be valid. No consideration has been given to liens or encumbrances that may be against the vehicle.

Listed Motors does not attest to, verify, authenticate, certify or make any representation or warranty about any awards, documents or paperwork presented with or about the Vehicle. Listed Motors does not certify, authenticate or attest to the originality of any vehicle, part, trim tag and or VIN tag.

Brokerage Provisions and Stipulations

The Seller will retain physical possession of the vehicle and will provide Listed Motors with specifications, descriptions, photographs and any other documentation necessary for Listed Motors to represent and market the vehicle to potential buyers. All commissions and expenses to buyer will be deducted from the sales price of the vehicle by the Broker or Brokers representative prior to disbursement of proceeds to the Seller.

Vehicle Title/License

Seller agrees to deliver a clear copy, front and back, or sellers valid issued Driver’s License and a good, clear vehicle title to Broker within 72 hours of signing this agreement. If the title is in the possession of a lien holder, Seller will obtain a copy or authorizes Broker to obtain a copy of the title directly from the lien holder. If the Seller fails or refuses to deliver the title, Broker may terminate this Agreement.

Net Amount/Net to Owner (“Net to Owner”)

The Seller will set an initial net amount for the sale of the above stated vehicle. This amount is also referred to as Net to Owner. The initial amount shall be set forth as [$sale price]. It may be lowered anytime during the contract period or renewal period in writing by Seller. Once the Net to Owner is lowered, it may not be raised. The Broker may elect to bring any reasonable offer to the Seller for approval to finalize a transaction. Any amount earned over the final written agreed to Net to Owner amount will be retained by the Broker. Once the agreement has been finalized, then the Broker may elect to sell the Vehicle for any amount over the then agreed to Net to Owner amount and retain any and all monies above the Net to Owner amount.

Minimum Brokerage Commission

The Minimum Brokerage Commission (“Commission”) retained by the Broker will be $2,500.00 or 8.00% of the Gross Sale Price, whichever is greater. The Gross Sale Price is exclusive of Buyer's taxes, fees, etc. Buyer is responsible for titling and registering vehicle and paying any and all taxes and fees. Broker is not a dealer and is not acting as a broker or consultant for the Buyer.

Duration

The initial term of this Agreement is 90 days from the date of this agreement. The initial term will begin the date the vehicle title copy is satisfactorily received by Listed Motors. The term of this Agreement shall be automatically renewed for successive 90-day terms, unless either party provides written or verbal notice of termination to the other party in advance of any renewal period. Seller may terminate the Agreement prior to the end of the initial term or any renewal term by paying Broker a termination fee equal to twice the commissions based upon the Net Amount.

Advertisement

Seller gives Broker complete authority and permission to advertise, market, display and sell the Vehicle. Broker reserves the right, but is not obligated, to advertise the Vehicle whenever and wherever Broker deems fit, in its sole and complete discretion. Any images, photographs, descriptions, videos, write-ups, or depictions of the Vehicle are the property of Broker and cannot be copied, repeated, or used in any manner, either presently or in the future, by Seller without the express written permission of Broker, except those images, photographs, descriptions, videos, write-ups, or depictions, if any, of the Vehicle that are the property and supplied by the Seller in advance.

Right to Sell

During the duration of this agreement, Broker has the exclusive right to sell the Vehicle at or above the Net to Owner amount, without further consultation with Seller. Broker reserves the right, in its sole and absolute discretion, to set the sale price or actual selling price. Seller agrees not to solicit buyers for the Vehicle, to discontinue any advertisements for the Vehicle, and to refer all potential buyers to Broker. Any attempt by Seller, during the duration of the agreement, to sell the Vehicle is a breach of this Agreement. If Seller sells the Vehicle during the twelve (12) month period after termination of the agreement to any individual who was introduced to the Vehicle through Broker, then Seller agrees to pay Broker the Commissions due hereunder, as well as any amount received over the Net to Owner amount, within 15 days of the sale. Listed Motors reserves the right to accept or reject any vehicle in its sole discretion.

Continued Right to Display the Vehicle

Seller gives Broker permission to continue to display the vehicle through its website and on-line, for 90 days (the "Continued Display Period"), or until Broker's right to continue to display the Vehicle is terminated in writing delivered to Broker by Seller. Broker is under no obligation to continue to display the Vehicle during the Continued Display Period, and Seller may terminate Broker's right to continue to display the Vehicle for any reason during the Continued Display Period and agrees to notify Broker and terminate the right to continue to display the Vehicle if Seller sells the Vehicle or no longer owns or has the right to sell the Vehicle. If a lead for the Vehicle is generated by Broker during this Continued Display Period, then Broker will notify Seller of the lead and if Seller is interested in pursuing the lead, then the Parties may enter into a new Agreement and Broker shall execute such new and updated disclosures and related paperwork as required by Broker pursuant to the new Agreement.

Choice and Consent for Electronic Messaging

By initialing, Seller agrees to opt in for electronic communication about Seller's vehicle from Broker throughout the contract life. At any time, Seller may opt out of the electronic communication by replying "STOP". By receiving electronic communication, the Seller may incur data charges from a phone carrier. The Seller will use his/her/their phone number and email as a way to access the data. [initial]

Representations and Warranties by Seller

Seller represents and warrants that he/she/they are the rightful owners of the Vehicle or have the authority to sell the Vehicle. Seller agrees to not encumber the Vehicle with any loans during the contractual period. Seller represents and warrants that the Vehicle is properly registered. Seller represents and warrants that he/she/they have inspected the VIN number on the Vehicle and that it matches the VIN number depicted on the title. The Seller warrants that the mileage of the Vehicle is actual or that the actual mileage of the Vehicle is unknown. Seller warrants that he/she/they have title and full power to dispose of the Vehicle and that the Vehicle is free and clear of all liens except as disclosed. Any liens on the vehicle are the responsibility of the Seller.

Vehicle Condition

Seller represents and warrants that the Vehicle complies with all emissions and safety requirements, that the Vehicle is road worthy and mechanically safe for the next owner, and that the Vehicle meets any and all warranties implied by law, including but not limited to any implied warranty of merchantability and any implied warranty of fitness for a particular purpose.

Release of Liability

Seller releases Broker from any and all liability arising out of or related to any damage to the Vehicle, including but not limited to damage to the body, paint, mechanical systems (including the drive train), electrical, structural or otherwise, including any damage incurred while the Vehicle is displayed, advertised or marketed by Broker, including test drives. Regardless of whether the Vehicle is damaged by Broker's employees, Buyers, potential Buyers or parties other than the Buyer, an Act of God, or otherwise, Seller agrees to rely solely on its own insurance and other resources for repair or reimbursement. Seller agrees to carry full, complete and comprehensive insurance on the Vehicle at all times. Failure to maintain and carry insurance satisfactory to Broker could cause a breach of this Agreement and is entirely at the Seller's own risk.

Default

In the event that Seller breaches this Agreement, defaults in any obligation under this Agreement, or fails to remit any amount owed under this Agreement to Broker within 30 days of the amount becoming owed, Broker reserves any and all available remedies and may pursue one or more remedies without notice to Seller. Any misrepresentation by Seller constitutes a breach and default of this Agreement. In addition to any other available remedies and damages, Seller agrees to pay Broker simple interest at an annual rate of 16% and Seller shall be responsible for any costs of collection including reasonable attorneys’ fees and expenses.

Payments

When the Agreement is terminated, Broker accepts payments made in cash, cashier's check, electronic methods such as Venmo, PayPal, Zelle, ACH or wire transfer, but does not accept any personal checks, credit or debit cards. All payments made to Seller will be by company check unless otherwise agreed to in writing.

Indemnification

Seller, on behalf of itself and its agents, employees, heirs and assigns, agrees to indemnify, defend and save and hold harmless SJC Group, and its officers, directors, shareholders, employees, agents, heirs, successors and assigns from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses including reasonable attorneys' fees arising now or in the future, asserted against or incurred by the Indemnified Party by reason of or arising from or in any manner other than from gross negligence by the Indemnified Party related to this Agreement. Seller represents and warrants that all statements made to Broker, in this Agreement or any supporting documents, are true and accurate. The Parties have read this entire Agreement and agree to be bound by its terms. Any individuals signing below represent and warrant that, if they are signing in a representative capacity, they have the authority to bind that party to this Agreement.

Governing Law and Jurisdiction

This Agreement has been executed and delivered in, and shall be governed by and construed in accordance with the substantive laws of the Commonwealth of Pennsylvania, without regard to the principles of conflict of laws, and any action for its enforcement shall be brought in the Bucks County Court of Common Pleas of Pennsylvania. Both Seller and SJC Group consent to the personal jurisdiction of such courts and laws in any such proceedings. The parties mutually acknowledge and agree that they shall not raise in connection herewith, and hereby waive, any defenses based upon venue, inconvenience of forum, or lack of personal jurisdiction. In addition to any other remedies, in the event SJC Group prevails in any lawsuit with Seller relating to the Vehicle or this Agreement, Seller agrees to pay all cost and fees incurred by SJC Group therein, including reasonable attorneys' fees.

Entire Agreement

This Agreement constitutes the entire agreement and understanding of the parties and terminates and supersedes any and all prior agreements, arrangements and understandings, both oral and written, express or implied, between the parties concerning the subject matter of this Agreement. This Agreement, along with any Vehicle Information Sheet, or other written renewals or amendments hereto executed by all Parties, constitutes the entire agreement between the Parties and supersedes any previous understandings or agreements between the Parties related to the Vehicle.

Amendment

No waiver, amendment, modification or change of any provision of this Agreement shall be effective unless made in writing and signed by all parties.

Severability

In the event that any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement remains in full force and effect and enforceable.

Force Majeure

Neither Party shall be liable to the other or be regarded as in breach of this Agreement by reason of any failure or delay in performance of its obligations to the extent such failure or delay arises as a result of acts of God, disaster, explosion, vandalism, storm, adverse weather, strikes, labor disputes, epidemics, pandemics, wars, riots, civil disturbances, government actions, terrorist acts, border delays, failures of utilities or telecommunications, system failures or other causes beyond reasonable control, provided the Party so prevented informs the non-affected Party and makes reasonable efforts to meet its obligations despite the occurrence of such an event.