Appendix II – Item Banc Corporate Contracts

Contract 1/2 for Item Banc on the Blockchain:


Identification Services Order Form


Identification Order Number: _______________________

Date of Identification Order: ________________________

Expected Commencement Date: ____________________

Fees: __________________________________________



Description of Services; Terms and Conditions:

1. Identification Report. Using Customer’s Inventory and Accounting Software, IB and Customer shall prepare a report listing Customer’s Inventory (the “Identification Report”). The report is best prepared with item number, location, on hand quantity, average cost, description, and departmentalization. For items that are not listed in the system, IB Oracle and Customer will work to create a list of these items and cost values. The Identification report is used by IB to plan logistics for merchandise, and IB depends on the Customer’s “best effort” to provide and update information on inventory to be assigned.

  1. Examination of Inventory. IB Oracle shall be given access to the physical inventory of Customer, and data related to the inventory, to anticipate the accuracy and completeness of the Identification Report. Customer agrees to cooperate with IB Oracle in every respect, in order to enable IB to perform the Services.

  1. Material Variations. The Identification Report will be updated and final on inventory removal as the trucks are loaded from the Customer site.

4. Covenant of Customer Regarding Assigned Inventory. Customer covenants and agrees that during the term of the Agreement, as long as assigned inventories remain at Customer location, Customer shall not sell, exchange, recapture or dispose of, or attempt to do any of the foregoing, with respect to any of the inventory as listed on the Identification Report. Any breach of this covenant by Customer shall be deemed a material breach of the Agreement.

5. Accuracy of Identification Report. Customer represents and warrants that all information provided to IB by Customer regarding Customer’s inventory will be, to the best of Customer’s knowledge, accurate and complete. Customer further acknowledges that IB shall not be responsible for any errors or omissions in the Identification Report caused by errors or omissions in data provided by Customer.

Signatures of Parties: IB _______________________(Customer):

By: By:

Name: Name:

Title: Title:

Contract 2/2 for Item Banc on the Blockchain:


Purchase/Removal Order Number: ___________________ Identification Order Number: _________________

Date of Purchase/Removal Order: ____________________ Date of Identification Order: _________________

Closing Date: ___________________ Expected Removal Date: __________________

(Closing 30 days post inventory removal)

Description of Services; Terms and Conditions:

1. Purchase and Removal of Inventories. Unless IB exercises its option not to provide Purchase and Removal Services under the above Identification Services Order Form, IB shall purchase from Customer (and Customer agrees to sell to IB) the inventories listed in the “Identification Report” prepared in accordance with such Identification Services Order Form.

2. Purchase Price The parties acknowledge and agree that the value at average cost of the inventories purchased shall be based on the inventories listed in the Identification Report and, as such, the aggregate purchase price shall be adjusted to reflect the Customer’s actual inventories on the date of removal. The purchase price is 100% (full value) of the total value at average cost of the inventories listed in the Identification Report on the date of removal. The payment shall be made in Item Banc Coin at closing date.

3. Temporary Storage. In conjunction with the purchase of Customer’s inventory, Customer shall provide IB with a temporary location sufficient to enable IB to label, gather, package and store the inventory until Removal Date as per above. Such location shall be (i) reasonably sufficient to protect the inventory from damage or deterioration and (ii) kept secure within reason in the same manner as customer’s own inventory, but for access to such location for representatives of Customer and IB oracle.

  1. Warranties of Customer regarding inventories. Customer represents, warrants and covenants (at the time of the execution of this Order Form and again at the closing of the purchase of the inventories) that Customer has good and marketable title to all of the inventories, free and clear of any and all liens, pledges, mortgages, deeds of trust, security interests, claims, leases, charges, options, rights of first refusal, easements, servitudes, transfer restrictions under any shareholder or similar agreements, encumbrances or any other restrictions or limitations whatsoever. All inventories are, and shall be, in good condition and in a state of good maintenance and repair. The inventory consists of items of a quantity, type and quality usable, saleable, rentable or leasable, as appropriate, in the ordinary course of Customer’s business. Customer has not, and shall not have, voided any warranty from a third-party manufacturer with respect to any of the inventories. IB shall have the right to reject any non-compliant inventory, either before or after shipment.

  1. Shipping. Except as otherwise provided, Customer shall arrange, at its cost and expense, for the shipping of Customer’s inventory following the purchase to an IB facility.

6. Title to Inventory. IB takes ownership of the inventories on removal from Customer site.

7. Closing. The closing of this inventory transaction shall take place on the closing date listed above, at which time IB is contracted to pay Customer with Item Banc Coin. Customer may buy back unsold portions of his contracted inventory with IB coin. Ten percent of inventories retained by IB to fund transaction.This Order Form shall constitute a bill of sale with respect to Customer’s Inventory. Each party agrees to perform all further acts and execute, acknowledge, or deliver any instruments or documents as may be reasonably necessary, appropriate or desirable to carry out the provisions of this Order Form.

Signatures of Parties: IB: _______________________(Customer):

By: By:

Name: Name:

Title: Title: