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MEMORANDUM OF AGREEMENT

MEMORANDUM OF UNDERSTANDING

BETWEEN

 (CUSTOMER)

AND

USA LIQUIDATORS, INC. (DBA USA LIQUIDATORS)

PURPOSE:  Customer and USA LIQUIDATORS enter into This Memorandum of Understanding (MOU) effective upon the date of final signature of this Agreement.  Customer agrees that they may provide USA LIQUIDATORS certain electronic equipment in lieu of abandonment and destruction to benefit Customer, the environment and to improve public health, safety and/or welfare. 

CONFIDENTIAL INFORMATION:  Confidential information, as referenced in this agreement, shall mean any and all technical and non-technical information belonging to each disclosing party and designated as confidential or secret, including, but not limited to, techniques, inventions, know-how processes apparatus, equipment, software programs, and proposed products, documents and activities of such disclosing party, and further includes, without limitation, any information, procurement requirements, purchasing, manufacturing customer lists, sales or service customer lists, vendor customer lists, business forecasts, sales and merchandising, and marketing plans and information.

Each receiving party agrees that it will not copy or use in any way Confidential Information except to the extent necessary for negotiations, discussions or consultations with personnel or authorized representatives of the disclosing party for the purposes described in above.  Unless otherwise provided herein, the furnishing of any Confidential Information hereunder shall not constitute the granting of any right or license to copy or use in any way such information.

Each receiving party agrees that it shall disclose the disclosing party’s Confidential Information only to those of its employees who need to know such information.  Each receiving party also agrees to advise each such employee, before he or she receives access to the confidential information, of the obligations of the receiving party under this Agreement. 

USA LIQUIDATORS and Customer are independent contractors.  Neither party shall represent itself as being an agent of the other party in any manner.  This agreement shall not be construed as an agreement of fiduciary relationship, of partnership, of joint venture or any other form of business arrangement other than as an agreement between independent contractors.  USA LIQUIDATORS or Customer will not make any representations or commitments on behalf of one another without prior written consent.

CUSTOMER RESPONSIBILITIES:  Customer may provide some or all of its electronic equipment to USA LIQUIDATORS for recycling or reuse.  The Customer will pay zero ($0.00) cents per pound for items listed below.  All televisions 18" and under will incur a $5.00 per piece charge.  Any television 19” and larger, any console TV’s will incur a $7.00 per piece charge.  Customer understands that all materials generated from this operation may either be recycled or resold.  Customer agrees to allow USA LIQUIDATORS to place their company / agency name on USA LIQUIDATORS’s web site under customer listing.  Overall administration of this MOU is the responsibility of the designated Customer Point of Contact identified herein.  Customer may supply any of the following electronic equipment to USA LIQUIDATORS for reuse or recycling.

Computer Equipment              Connectors/Cords/Wire          Communication Systems

Circuit Boards                         Fax Machines                          Printers

Mainframes / Servers              Modems                                  Monitors

Test Equipment                       Audio / Visual Equipment      Hard / Floppy Drives

Memory                                   CD ROM Drives                     Network/Video/Sound Cards

Tape Drive                              Motherboards                          Power Supplies

Scrap Copper                          Scrap Computer Plastic           Scrap Computer Metal           

Laptops                                   Plotters / Copiers                     Cameras

Bar Coding Equip.                  PDA’s                                     Televisions (19” or smaller)

Cell Phones                             Calculators                              Microfiche Readers

All other electronics may be accepted by prior arrangement and approval with the USA LIQUIDATORS Point of Contact listed herein.

Consumer item white goods such as air conditioners, refrigerators, washers, dryers, microwaves, toasters, etc, may also be accepted.  However, these items may be recycled per a separate agreement. 

USA LIQUIDATORS reserves the “Right of Refusal”, at Customer’s expense, for any load received that is not in accordance with this MOU.

USA LIQUIDATORS RESPONSIBILITIES:  USA LIQUIDATORS will provide the materials, personnel and facility to process electronic equipment for recycling or reuse in a secondary market.  The storage, treatment or disposal of any electronic equipment shall be done in accordance with all applicable local, state and federal regulations.  USA LIQUIDATORS will provide written certification of recycling or destruction (whichever is appropriate) to the Customer upon request.  Overall administration of this MOU is the responsibility of the designated USA LIQUIDATORS Point of Contact.

PROCEDURAL COORDINATION:  A designated representative of Customer will notify USA LIQUIDATORS by telephone at least three (3) business days in advance of the requirement for a delivery.  USA LIQUIDATORS will confirm the date and times acceptable for drop-off via e-mail or fax to Customer.  The confirmation must occur within at least two (2) business days of the telephonic notification.  If necessary, changes to the pickup date or time will be coordinated between Customer and the USA LIQUIDATORS Point of Contact.

PREPARATION, PACKAGING AND TRANSPORTATION:  Customer is responsible for ensuring that any proprietary data or software has been removed from any equipment transferred to USA LIQUIDATORS.  If any data or software is discovered, USA LIQUIDATORS will notify Customer within two (2) business days.  USA LIQUIDATORS will secure and preserve the information or data, regardless of the media for seven (7) business days, after which it will be returned to Customer at their expense (if requested) or destroyed if return is not desired.

Packing and packaging will be to specifications provided by the USA LIQUIDATORS Point of Contact.  CPU’s and monitors will normally be packed on pallets and shrink wrapped in place.  Small printers, faxes, keyboards, and other miscellaneous electronics will normally be packed in palletized Gaylord boxes.  USA LIQUIDATORS is responsible for informing Customer of any required security clearances that could affect or delay the delivery. 

USA LIQUIDATORS will establish security measures to minimize damage, loss or theft of equipment within its control until it is processed.

EQUIPMENT TRANSFER:  Customer will prepare the documentation donating all material to USA LIQUIDATORS.  Customer, at its option may provide a weight and truck seal number for the load.  USA LIQUIDATORS, upon processing the material, will verify the truck seal if utilized and the weight of the shipment as requested.

RECORDS/DOCUMENTATION:  USA LIQUIDATORS will verify by certificate of recycling that all items were disposed of in a manner compliant with all local, state, and federal regulations.

TERM:  The term of this MOU is in effect for 12 months, beginning on the date of final signature of this Agreement.  Either party may terminate this MOU within 30 calendar days by written notification to the other party.   

The addresses are as follows:

CUSTOMER                                                              USA LIQUIDATORS

                                                                                    3529 RUSSELL RD

                                                                                    MARIANNA, FL. 32446

MODIFICATION:  This Agreement may be modified at any time in writing by either party with the written concurrence of the other party.

PAYMENT RESPONSIBILITIES:  Full payment will be received by USA LIQUIDATORS no later than 30 days after date of delivery and receipt of material by USA LIQUIDATORS.  Our only charge is for televisions and in some instances, we may pay for your equipment, depending on the type, quantity, and location.

Customer will arrange and be responsible for transportation.  USA LIQUIDATORS will be responsible for all costs and expenses associated with its electronic equipment recycling operation.

POINTS OF CONTACT:  The Customer Point of Contact is Mr. John Doe, 000-000-0000,

johndoe@johndoe.com  and the alternate is _____________________________. 

The USA LIQUIDATORS Point of Contact is designated to be Daniel Morales – 850-209-0525, daniel@usaliquidators.us and the alternate to be James Bailey – 850-209-0784, james@usaliquidators.us

Signatures:

Authorized Representative                             Authorized Representative

_______________________________          _______________________________