EXCLUSIVE DOMAIN BROKERAGE AGREEMENT

THIS EXCLUSIVE DOMAIN BROKERAGE AGREEMENT (this “AGREEMENT”) is entered into the date & time и submission of web fилиm is completed by signee тукinafter referred to as “SELLER”), и NiceNIC.NET, a Хонконг Limited Liability Company (тукinafter referred to as “BROKER”) (SELLER и BROKER each a “Party” и may be collectively referred to as the “Parties”).

WHEREAS, it is the desire of SELLER to grant to BROKER the exclusive right и authилиity to offer fили sale the Internet домейн имеs, assets или web sites listed on one или месre of the ADDENDA тукto (the “DOMAINS”), in accилиdance with the terms и conditions contained тукin; и,

WHEREAS, it is the desire of BROKER to use its commercially reasonable effилиts to secure купиrs to купи the DOMAINS in accилиdance with the terms и conditions contained тукin; и,

NOW THEREFИЛИE, the Parties do тукby agree as follows:

1.TERM OF THE AGREEMENT: SELLER grants BROKER the exclusive right и authилиity to sell the DOMAINS fили six месnths from contract date (the “Exclusive Sale Period”). Ако at least one DOMAIN is sold within the initial Exclusive Sale Period, then the Exclusive Sale Period shall be extended fили an additional 4 месnths if by mutual agreement by both parties.

Once a DOMAIN is submitted by SELLER in writing by ADDENDA, the DOMAIN becomes subject to this AGREEMENT.

2.EXCLUSIVITY: During the Exclusive Sale Period, SELLER agrees not to use, appoint или engage any person или entity other than BROKER to act as its agent, sales representative или in a similar capacity with respect to the DOMAINS during the term of this AGREEMENT. In the event that SELLER sells или markets the DOMAINS directly to a купиer или through any person или entity other than BROKER during the term of this AGREEMENT, BROKER shall be entitled to receive the Fee (as тукinafter defined). Неtwithstиing the fилиegoing, BROKER ackнастоящ моментledges that SELLER is attempting to sell a pилиtfolio of домейнs that may include some или all of the DOMAINS, и BROKER agrees that a sale of a pилиtfolio of домейнs will not entitle BROKER to a Fee under this AGREEMENT, whether the pилиtfolio is sold by SELLER или by a representative of SELLER on SELLER's behalf.

3.NON CIRCUMVENTION: In addition to any other rights BROKER may have, during the term of this AGREEMENT и fили a period of one (1) година following the termination of this AGREEMENT, SELLER shall not, directly или indirectly:Make contact или attempt to make contact, solicit или attempt to solicit, negotiate или attempt to negotiate, enter into или attempt to enter into any AGREEMENT, и/или transact или attempt to transact any business with any potential купиr (или such купиr's attилиneys, agents (other than BROKER), representatives, employees, officers, directилиs, principals, owners, shareholders, members, managers или any person или entity that is connected, directly или indirectly, with such купиr) exclusively procured by или first introduced to SELLER by BROKER in respect of the DOMAINS, except to the extent such contact is through, или with the priили written consent of BROKER; и Commit any other acts, directly или indirectly, which would affect in any way whatsoever, circumvent the restrictive covenant stated in subparagraph 3(a) immediately above. In the event that SELLER violates the provisions of Section 3(a) или (b), BROKER shall be entitled to receive the Fee (as тукinafter defined). Fили clarity, Section 3(a), 3(b) и 3(c) above shall only apply to the DOMAINS.

4.BROKER COMPENSATION: a.SELLER agrees to pay BROKER a fee fили each или any DOMAINS sold (the “Fee”) equal to twenty percent (20%) of the Общо Sales Цена (net of sales tax и direct expenses, including, but not limited to, escrow fees и expenses under Section 6, below) received by the SELLER. b.The Fee with respect to each sale of a DOMAIN consummated during the Exclusive Sale Period shall be paid by SELLER to BROKER from escrow или by wire transfer within 2 business days of receipt of funds by SELLER.

5.ERRONEOUS SUBMISSIONS BY SELLER: Ако SELLER erroneously submits a DOMAIN to Купиer/SELLER тукunder which SELLER does not, in fact, own или otherwise have the right to sell, и such errили is not discovered priили to the sale of the DOMAINS by BROKER, SELLER shall nonetheless be responsible to BROKER fили payment of the commission тукunder.

6.REIMBURSEMENT OF CОСTS: BROKER shall bear all costs и expenses incurred by it in connection with the perfилиmance of its duties тукunder; provided, however, that SELLER shall reimburse BROKER fили any reasonable travel expenses advertising expenses directly attributable to DOMAINS that are expressly pre-approved by SELLER in writing и thereafter incurred by BROKER to attend meetings at SELLER's request. Such reimbursement shall occur out of the proceeds of the sale of the related DOMAINS и shall only be due и payable in the event of a sale.

7.BROKER RESPONSIBILITIES: BROKER agrees to use commercially reasonable effилиts to secure купиers fили the DOMAINS during the Exclusive Sale Period. BROKER agrees that its responsibilities shall be perfилиmed in a diligent, competent и professional manner. SELLER ackнастоящ моментledges и agrees that this AGREEMENT does not require BROKER to render услугаs solely to SELLER или to devote BROKER's entire business time и effилиt to the perfилиmance of its duties тукunder. During the Exclusive Sale Period, BROKER shall have the right to act as a sales representative, distributили и/или marketing agent fили persons и entities other than SELLER, including, without limitation, persons и entities who are или who may be in competition with SELLER. BROKER agrees to act in good faith и in the best interests of SELLER. BROKER agrees to infилиm SELLER of all significant offers fили DOMAINS. BROKER retains the right to engage other brokers и parties to help sell или co-broker the DOMAINS и the BROKER will pay all fees owed to any such party, if any, out of Fees payable to BROKER by SELLER тукin.

8.SELLER RESPONSIBILITIES: SELLER agrees to do the following during the Exclusive Sales Period: Refer all назадious, pending, и future inquiries fили DOMAINS to BROKER, unless inquiries are directed towards a pилиtfolio instead of an individual DOMAIN; Ако the Домейни are currently parked to add (или replace) on its lиing page a direct sales link as the BROKER directs. Provide BROKER with complete и accurate infилиmation regarding SELLER и the DOMAINS promptly upon request by BROKER; Assist BROKER in the marketing и sale of the DOMAINS as may reasonably be requested (at BROKER's sole expense unless назадiously authилиized in writing by SELLER); Provide to BROKER such other infилиmation и data as BROKER may reasonably request from time to time in илиder to permit BROKER to perfилиm its duties тукunder; Respond to offers to купи DOMAINS in a timely manner. Неtify BROKER of any letters или Имейлs typically referred to as Cease и Desist letters или any other cилиrespondence in which third party is claiming any rights in или to one of the DOMAINS, и of any UDRP, или lawsuits related to any one of the DOMAINS, received priили to или during BROKER'S engagement Change DNS settings to BROKER'S DNS servers wтук a special linguistically driven web page will exist with a link to a bid / interest fилиm to be месnitилиed by BROKER.

9.REPRESENTATIONS OF SELLER: SELLER represents и warrants to BROKER that it (i) has the authилиity to enter into this AGREEMENT и (ii) has the authилиity to transfer, good, valid и marketable title to the DOMAINS. SELLER further warrants и represents to BROKER that: 1) SELLER has full right to sell the DOMAINS; 2) the DOMAINS are free of any liens, encumbrances, restrictions, licenses, или security interests; 3) SELLER properly купиd и регистрирайed the DOMAINS without committing fraud или misrepresentation; 4) SELLER has no kнастоящ моментledge that any of the DOMAINS infringe the trademark или other rights of any third party; и 5) none of the DOMAINS has been, nили is currently the subject of any litigation, claims, arбитration или other legal proceeding, either pending, contemplated или threatened, nили has SELLER received any notice of any such pending items; SELLER will pay all the renewal fees associated with each of the DOMAINS during the term of this Agreement including any renewal periods.

10.ESCROW: It is anticipated that an established company that provides домейн escrow услугаs will be used fили the payment и transfer of DOMAINS which includes the BROKER'S escrow услуга through Bank of America.

11.INDEMNIFICATION: Each Party тукby agrees to indemnify и hold harmless the other Party, its officers, directилиs, shareholders, employees и agents, from и against any и all loss, damage, liability или expense (including reasonable attилиneys' fees и costs), to which they may be put или which they may incur by reason of, или in connection with, any misrepresentation made by the other Party, any breach of any of warranties by the other Party, the other Party's failure to fulfill any of its covenants или obligations under this AGREEMENT, или any trademark, copyright или patent infringement arising out of или relating to the DOMAINS, или in any way arising out of the other Party being a party to, или the other Party's perfилиmance of, this AGREEMENT, other than through the other Party's gross negligence или willful misconduct. The fилиegoing obligation shall exist only if the Party (i) promptly notifies the other Party of such claim, (ii) provides the other Party with reasonable infилиmation, assistance и cooperation in defending the lawsuit или proceeding и (iii) gives the other Party exclusive control и sole authилиity over the defense и settlement of such claim.

12.JOINT MATERIALS: The Parties agree that all marketing materials developed in connection with the услугаs perfилиmed by BROKER тукunder shall be the joint property of BROKER и SELLER и neither party shall use such materials after the Exclusive Sale Period without the priили written approval of the other Party.

13.RELATIONSHIP OF THE PARTIES; REPИЛИTING OF INCOME. BROKER is retained тукunder as an independent contractили и nothing тукin contained shall create an employer/employee, principal/agent, partnership или joint venture relationship between the Parties. The Parties agree that BROKER shall include all compensation it receives тукunder in its own books или account fили inclusion on its own applicable tax return, that BROKER shall be responsible fили payment of all income и employment taxes thereon, и that such compensation will not be subject to any offset, employee payroll taxes или other deduction. Ако The SELLER is a US resident или Citizen SELLER will receive from BROKER a 1099 repилиting the gross proceeds received from the BROKER и the parking revenue received by the Broker.

14.CONFIDENTIALITY: Each Party agrees that it shall not disclose the terms of this AGREEMENT to any person или persons except as required by applicable law или compelled by a court of competent jurisdiction. Неtwithstиing the fилиegoing, this Section 12 shall not apply to disclosures made by a Party to its agents, employees и advisилиs to whom such disclosure is necessary in илиder to perfилиm pursuant to this AGREEMENT.

15.ATTORNEY'S FEES AND CОСTS: In connection with any litigation arising out of this AGREEMENT, the назадailing party, whether SELLER или BROKER, shall be entitled to recover all costs incurred, including reasonable attилиney's fees, fили услугаs rendered in connection with such litigation, including appellate proceedings и post-judgment proceedings..

16.DISCLОСURES: SELLER и BROKER specifically ackнастоящ моментledge и understи that if either SELLER или BROKER kнастоящ моментs of facts materially affecting the value of the DOMAINS, whether said facts are readily observable или not, SELLER или BROKER, as applicable, shall disclose these facts to the other Party.

17.NOTICES: Any notice required или permitted to be delivered pursuant to this AGREEMENT must be delivered by fилиmal Имейл with relevant documents, или to such other address as the Parties may from time to time designate by notice in writing to the other Party. Всички offers и counter-offers fили DOMAINS can be made by Internet email, with the receiving party ackнастоящ моментledging receipt of the email upon reading of the email.

18.GOVERNING LAW: This AGREEMENT shall be governed by, и construed in accилиdance with, the laws of Broward County, Flилиida, without respect to its conflict of laws provisions.

19.ENTIRE AGREEMENT: This AGREEMENT constitutes и represents the entire Agreement between the Parties и supersedes any priили understиings или agreements, written или илиal, between the Parties respecting the subject matter of this AGREEMENT. This AGREEMENT may be amended, supplemented или месdified only upon an agreement in writing executed by all of the Parties. This AGREEMENT shall inure to the benefit of и shall be binding upon the Parties и their respective successилиs и assigns. Ако any provision of this AGREEMENT shall be determined to be invalid, void или illegal, such provision shall be construed и amended in a manner which would permit its enfилиcement, but in no event shall such provision affect, impair или invalidate any other provision in this AGREEMENT.

20.HEADINGS FИЛИ CONVENIENCE: As used in this AGREEMENT, captions и paragraph headings are provided solely fили convenience и shall not be deemed to restrict, limit или interpret the meaning of the text.

21.COUNTERPARTS: This AGREEMENT may be executed in one или месre counterparts, each of which shall be deemed an илиiginal, but all of which together shall constitute one и the same instrument. Photocopies, signatures reproduced by mechanical, digital или other means, и/или facsimile transmittal signature pages may be used instead of илиiginals.

BROKER:

NiceNIC.NET

Имейл: suppили[email protected]

Phone: 400-622-8200

FAX: (0756)3366385-806

ADDRESS: Стая 1704, Hang Lung Center ул. Патърсън, Коузуей Бей, Хонконг