exv10w13






Exhibit 10.13









Effective Date:                                         




[Seller Name]

[Seller Title]

[Company Name]

[Company Address]




Re: Preferred Provider Agreement with IronPlanet for Auction Services



Dear Mr./Ms. [Seller Name],



This letter represents IronPlanet, Inc.’s proposal to be designated a preferred provider of auction
services by [Company Name] (“Seller”). IronPlanet will provide our market leading on-line
equipment auction services to [Company Name] on a commission rate structure that is a discount to
our normal rates. Our auction services will be available to any [Company Name] operation or
location throughout North America under the terms of this agreement.




Section I. Preferred Provider Summary



1.1 Scope of Agreement. As a “master” form of contract, this agreement allows the parties
to contract for multiple listings of equipment with IronPlanet without having to re-negotiate the
basic terms and conditions contained herein. The specific details of each listing under this
Agreement (each “Listing”) shall be separately specified in writing on terms and in a form
acceptable to the parties. Each Listing will include, as appropriate, Seller’s contact
information, equipment location, a list of equipment being consigned to IronPlanet, contact for
inspections, lien holder information, and payment instructions. Each Listing shall be subject to
all of the terms and conditions of this Agreement and deemed to be incorporated herein by
reference. Seller has the option of outlining each Listing in a separate Equipment Listing Request
Form supplied by IronPlanet or via a Seller-generated e-mail or fax sent from an authorized
representative to IronPlanet. Should Seller elect the use of e-mail or fax for Listings,
IronPlanet requires a list of all persons authorized to procure services on Seller’s behalf as a
security measure for Seller. The attached Exhibit 1 should be used for this purpose.




					
	 	 	 	 	 
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1.2 Offer





	1.2.1	 	Consignment Rate: A commission structure for all equipment consigned through IronPlanet’s
Featured (unreserved) and Daily (reserved) Auctions is as follows:





	 	 	 	 	 
	Cumulative Annual Volume	 	Consignment Rate %
	$                    
	 	 	     	%
	$                    
	 	 	     	%






[OR]




Commission Rate Table




	 	 	 	 	 
	[Year or Annual] Auction Sales	 	Commission Rate %
	$                    
	 	 	     	%
	$                    
	 	 	     	%







By way of comparison, IronPlanet’s standard published commission rates are presented
below:



Standard Commission Rates




	 	 	 	 	 
	Final Selling Price (per piece)	 	Commission Rate %
	Less than $5,000
	 	 	14	%
	$5,000 to $24,999
	 	 	10	%
	$25,000 and greater
	 	 	8	%







	1.2.2	 	Listing Fee: A Listing Fee is charged for each item of equipment sold through IronPlanet’s
auction channel. This Listing Fee covers the costs of inspections of Seller’s to be auctioned
equipment. A copy of the [Year] Listing Fees is attached hereto as Exhibit 2 of this
Proposal.
	 
	1.2.3	 	Title Transfer Fee: If applicable, a Title Transfer Fee of
$___ for each title will be
deducted from net proceeds of the sale.
	 
	1.2.4	 	Term and Termination: The initial term of this Proposal shall
be a ___ year period
commencing on the Effective Date (“Initial Term”). Thereafter, this Proposal will
automatically renew for consecutive renewal terms of one (1) year (each, a “Renewal Term”)
unless either party gives notice of its intent not to renew at least thirty (30) days prior to
the end of then-current Initial Term or Renewal Term, as the case may be. Should the
Consignment Rate structure, Listing and/or Title Transfer Fee(s) change prior to a new Renewal
Term, such change(s) will be subject to mutual written agreement by the parties. If a party
elects to terminate this Proposal, all such rights shall be in accordance with IronPlanet’s
terms and conditions located on the Website.





1.3 Payment




					
	 	 	 	 	 
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	1.3.1	 	Method: The cost of the Commissions, Listing, and Title Transfer Fee(s), as applicable,
will be deducted from the net proceeds of a sale.
	 
	1.3.2	 	Timing: Payment shall be made to Seller, by wire transfer approximately fifteen (15)
business days after the equipment is sold in auction.





1.4 Equipment Condition





	1.4.1	 	IronPlanet recommends (however, not required) that all equipment should be in good operating
condition, cleaned, and prepared for inspection and sale by IronPlanet. This may include, but
not limited to, the exterior, interior, and tires.





1.5 Additional Terms





	 	 	[As applicable.]





Section II. Common Terms and Conditions



2.1 Location, Decals, Storage & Records





	2.1.1	 	The equipment shall remain at the Seller’s location or Seller designated location following
inspection by IronPlanet until it is sold at auction.
	 
	2.1.2	 	No equipment storage charges will be levied upon IronPlanet and/or its auction buyers by
Seller for a period of up to thirty (30) business days following finalization of equipment
sale at auction.
	 
	2.1.3	 	If available, copies of the complete maintenance history records for the equipment will be
given to IronPlanet at least two (2) weeks prior to auction.
	 
	2.1.4	 	Before an item can be sold in auction, it is the Seller’s responsibility to ensure that all
items of equipment shall have EPA stickers where required by operation of law and regulation
pertaining to diesel, non-road engines subject to EPA certification and labeling requirements.
For example, washing and steam cleaning may have caused stickers to have been inadvertently
removed.




2.2 Auction Dates & Opening Bids





	2.2.1	 	IronPlanet reserves the right to set all of the opening bids.
	 
	2.2.2	 	IronPlanet reserves the right to divide the equipment into multiple auctions.





2.3 Liens and Encumbrances




					
	 	 	 	 	 
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	2.3.1	 	If equipment has outstanding lien balances and/or a blanket lien and such liens are not
removed three (3) weeks prior to auction, then IronPlanet will make a determination as to
whether or not the estimated auction proceeds accruing to Seller’s benefit will be sufficient
to pay-off the lien holder or holders.






	 	i.	 	If net estimated proceeds are not sufficient to pay off the lien holders or
IronPlanet cannot make a determination with available information, then IronPlanet
will not prepare, nor inspect, nor sell Seller’s equipment at auction until you and
your lien holders reach an agreement on the estimated deficiency required to satisfy
the lien balances.
	 
	 	ii.	 	If the estimated auction proceeds accruing to Seller’s benefit are judged to
be sufficient to pay off the lien holder or holders, then IronPlanet will contact the
lien holder, or holders, and request that the lien holder(s) agree to remove such
lien, or liens, upon payment of the outstanding balance. If, following the auction,
additional payments (to those arising from auction proceeds) are required to satisfy
the lien, Seller will be responsible for prompt payment of any remaining lien
balances within twenty-four (24) hours of the close of the auction in which one (1) or
more of Seller’s pieces of equipment are sold.





Section III. Responsibilities



3.1 IronPlanet’s Auction Responsibilities





	3.1.1	 	IronPlanet agrees to market Seller’s equipment through various means, which may include
e-mail, industry periodicals, telemarketing and direct mail, incorporating any mailing lists
that Seller may provide.
	 
	3.1.2	 	IronPlanet agrees to provide Seller with a confirmation of sale listing equipment sold after
each auction.
	 
	3.1.3	 	IronPlanet agrees to coordinate the detailed inspections of the equipment listed with
IronPlanet for auction, to assure accurate, timely, and detailed inspections.





3.2 Seller’s Responsibilities 





	3.2.1	 	Seller agrees to sell the equipment to the highest bidder with no bid-ins, no buy-backs, and
no individual bidding for the Seller.





					
	 	 	 	 	 
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	3.2.2	 	Seller agrees to allow IronPlanet to divide the equipment into multiple auctions.
	 
	3.2.3	 	Seller agrees to provide free and clear title for all equipment prior to receiving payment.
See Exhibit 3 (the “Certificate of Lien and Encumbrances”).
	 
	3.2.4	 	Seller certifies and warrants to IronPlanet that all consigned units are unencumbered.
Seller has completed the attached Exhibit 3 or this purpose. Seller is responsible for
disclosing their liens when submitting their listing to IronPlanet.
	 
	3.2.5	 	Seller agrees to provide IronPlanet with either signed original titles or a Limited Power of
Attorney (“LPOA”) and unsigned original titles two weeks prior to auction for any titled
equipment. The LPOA will empower IronPlanet to sign in the name, place and stead of Seller
any Certificates of Ownership issued by the Division of Motor Vehicles of the covering state.
Failure to provide title(s) and/or LPOA will cause the impacted equipment to be placed on hold
and will not be made available for auction until such documentation is provided. Seller
hereby assigns a Limited Power of Attorney to IronPlanet for the purpose of executing on
Seller’s behalf, all documents required to transfer title to, and permit registration or
ownership of, any part of the equipment by the purchaser thereof.
	 
	3.2.6	 	Seller agrees to maintain insurance on and store machines listed with IronPlanet for auction
through the end of the sale and units have shipped to the buyer via common carrier, or self
transported by the buyer.
	 
	3.2.7	 	Seller agrees to provide access to buyers or common carriers during regular business hours
to retrieve the equipment as the pieces of equipment are sold.
	 
	3.2.8	 	Seller agrees to allow IronPlanet to utilize Seller’s name as a Seller on its Website.
	 
	3.2.9	 	The Seller represents that it will not — directly or
indirectly — sell, export, reexport, transfer, divert, or
otherwise dispose of any equipment to any destination, entity, or
person prohibited by the laws or regulations of the United States,
including the Export Administration Regulations maintained by the
U.S. Department of Commerce, trade and economic sanctions
maintained by the Treasury Department’s Office of Foreign Assets
Control, and the International Traffic in Arms Regulations maintained
by the Department of State, without obtaining prior authorization
from the competent government authorities as required by those laws
and regulations. Seller agrees to indemnify, to the fullest extent
permitted by law, IronPlanet from and against any fines or penalties
that may arise as a result of Seller’s breach of this provision.
This export control clause shall survive termination or cancellation
of this Agreement.





					
	 	 	 	 	 
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Please review this Proposal in detail and feel free to contact me if you have any questions
regarding IronPlanet or any aspect of this Proposal. We look forward to working with you and your
team and building a long and rewarding relationship between our companies.



Sincerely,




[IronPlanet Representative Name]

[Representative’s Title]

IronPlanet




					
	 	 	 	 	 
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Proposal Acceptance



This Proposal incorporates by reference IronPlanet’s standard terms and conditions which are
located on IronPlanet’s Website, which were read and agreed to by Seller as a condition of
registration. Except as may be otherwise provided herein, IronPlanet’s standard terms and
conditions shall apply to this Proposal.



IronPlanet and Seller hereby agree that a copy of this Proposal, which if transmitted by facsimile
(1-678-586-2305) or electronic mail, shall be binding and have the same force and effect as a
signed original. This Proposal shall be deemed in effect upon signature of both parties below:




Agreed to and Accepted By:




	 	 	 

	[COMPANY NAME]

	 	IronPlanet, Inc.
	 
	 	 
	By: _____________

	 	By: _____________
	(signature)

	 	(signature)

	 
	 	 
	Print Name: _____________

	 	Print Name: _____________
	 
	 	 
	Title: _____________

	 	Title: _____________
	 
	 	 
	Date: _____________

	 	Date:_____________





This Proposal shall not be copied, reproduced or provided to anyone other than the Seller, or
its Counsel, without prior written consent of IronPlanet. This Proposal is a confidential
communication between IronPlanet and Seller. IronPlanet has a bond (#70259768) on file with the
Secretary of State, California.




			
	 	 	 
	Select Seller Payment Instructions: o Company Check
	 	o Wire Transfer






	 	 	 

	If Wire Transfer, instructions:

	 	Beneficiary Name: ____________
	 

	 	Beneficiary Acct. No.:_________
	 

	 	Bank Name:____________
	 

	 	Bank Location:____________
	 

	 	Bank (ABA) Routing No.:_________






					
	 	 	 	 	 
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Exhibit 1

Authorized Representatives of Seller



The following persons are authorized to procure services on behalf of [COMPANY NAME]:




	 	 	 

	1.
	 	 
	 

	 	 
	2.
	 	 
	 

	 	 
	3.
	 	 
	 

	 	 
	4.
	 	 
	 

	 	 





					
	 	 	 	 	 
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Exhibit 2

[Year] Listing Fees




					
	 	 	 	 	 
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Exhibit 3

Certification of Lien and Encumbrances




With the signature of this document, the signatory for [COMPANY NAME] (“Seller”) certifies
that all equipment listed with IronPlanet is or shall be free of all liens and encumbrances prior
to being placed in auction by IronPlanet and/or authorize IronPlanet to remit auction proceeds as
might otherwise accrue to the benefit of Seller to such lien holder(s).


If there are liens and they are not removed prior to auction, IronPlanet will pay any
proceeds from auction directly to the lien holder or holders in the case of multiple or
blanket liens.



IronPlanet will contact the lien holder and request a lien removal upon payment of outstanding
balance. Please be advised that IronPlanet will pay off the liens up to the amount received from
the auction sale. If additional payments are required to satisfy the lien, Seller agrees to be
responsible for the prompt payment of any remaining lien balances.



By and for [COMPANY NAME]:



By: _______________




          (Signature)



Name: _____________



Title:
______________



Date: ______________



NAMES of Potential Lien Holders (Name, Address, Phone #)




	 	 	 

	1.
	 	 
	 

	 	 
	2.
	 	 
	 

	 	 
	3.
	 	 
	 

	 	 
	4.
	 	 
	 

	 	 





					
	 	 	 	 	 
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