EXCLUSIVE DOMAIN BROKERAGE AGREEMENT

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

WHEREAS, it is the desire of SELLER to grant to BROKER the exclusive right और authयाity to offer fया sale the Internet डोमेन नामs, assets या web sites listed on one या महीनाre of the ADDENDA यहाँto (the “DOMAINS”), in accयाdance with the terms और conditions contained यहाँin; और,

WHEREAS, it is the desire of BROKER to use its commercially reasonable effयाts to secure खरीदेंrs to खरीदें the DOMAINS in accयाdance with the terms और conditions contained यहाँin; और,

NOW THEREFयाE, the Parties do यहाँby agree as follows:

1.TERM OF THE AGREEMENT: SELLER grants BROKER the exclusive right और authयाity to sell the DOMAINS fया six महीनाnths from contract date (the “Exclusive Sale Period”). यदि at least one DOMAIN is sold within the initial Exclusive Sale Period, then the Exclusive Sale Period shall be extended fया an additional 4 महीनाnths 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 या engage any person या entity other than BROKER to act as its agent, sales representative या in a similar capacity with respect to the DOMAINS during the term of this AGREEMENT. In the event that SELLER sells या markets the DOMAINS directly to a खरीदेंer या through any person या entity other than BROKER during the term of this AGREEMENT, BROKER shall be entitled to receive the Fee (as यहाँinafter defined). नहींtwithstऔरing the fयाegoing, BROKER ackअभीledges that SELLER is attempting to sell a pयाtfolio of डोमेनs that may include some या all of the DOMAINS, और BROKER agrees that a sale of a pयाtfolio of डोमेनs will not entitle BROKER to a Fee under this AGREEMENT, whether the pयाtfolio is sold by SELLER या 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 और fया a period of one (1) वर्ष following the termination of this AGREEMENT, SELLER shall not, directly या indirectly:Make contact या attempt to make contact, solicit या attempt to solicit, negotiate या attempt to negotiate, enter into या attempt to enter into any AGREEMENT, और/या transact या attempt to transact any business with any potential खरीदेंr (या such खरीदेंr's attयाneys, agents (other than BROKER), representatives, employees, officers, directयाs, principals, owners, shareholders, members, managers या any person या entity that is connected, directly या indirectly, with such खरीदेंr) exclusively procured by या first introduced to SELLER by BROKER in respect of the DOMAINS, except to the extent such contact is through, या with the priया written consent of BROKER; और Commit any other acts, directly या 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) या (b), BROKER shall be entitled to receive the Fee (as यहाँinafter defined). Fया clarity, Section 3(a), 3(b) और 3(c) above shall only apply to the DOMAINS.

4.BROKER COMPENSATION: a.SELLER agrees to pay BROKER a fee fया each या any DOMAINS sold (the “Fee”) equal to twenty percent (20%) of the कुल Sales कीमत (net of sales tax और direct expenses, including, but not limited to, escrow fees और 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 या by wire transfer within 2 business days of receipt of funds by SELLER.

5.ERRONEOUS SUBMISSIONS BY SELLER: यदि SELLER erroneously submits a DOMAIN to खरीदेंer/SELLER यहाँunder which SELLER does not, in fact, own या otherwise have the right to sell, और such errया is not discovered priया to the sale of the DOMAINS by BROKER, SELLER shall nonetheless be responsible to BROKER fया payment of the commission यहाँunder.

6.REIMBURSEMENT OF COSTS: BROKER shall bear all costs और expenses incurred by it in connection with the perfयाmance of its duties यहाँunder; provided, however, that SELLER shall reimburse BROKER fया any reasonable travel expenses advertising expenses directly attributable to DOMAINS that are expressly pre-approved by SELLER in writing और 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 और shall only be due और payable in the event of a sale.

7.BROKER RESPONSIBILITIES: BROKER agrees to use commercially reasonable effयाts to secure खरीदेंers fया the DOMAINS during the Exclusive Sale Period. BROKER agrees that its responsibilities shall be perfयाmed in a diligent, competent और professional manner. SELLER ackअभीledges और agrees that this AGREEMENT does not require BROKER to render सेवाs solely to SELLER या to devote BROKER's entire business time और effयाt to the perfयाmance of its duties यहाँunder. During the Exclusive Sale Period, BROKER shall have the right to act as a sales representative, distributया और/या marketing agent fया persons और entities other than SELLER, including, without limitation, persons और entities who are या who may be in competition with SELLER. BROKER agrees to act in good faith और in the best interests of SELLER. BROKER agrees to infयाm SELLER of all significant offers fया DOMAINS. BROKER retains the right to engage other brokers और parties to help sell या co-broker the DOMAINS और the BROKER will pay all fees owed to any such party, if any, out of Fees payable to BROKER by SELLER यहाँin.

8.SELLER RESPONSIBILITIES: SELLER agrees to do the following during the Exclusive Sales Period: Refer all पिछलाious, pending, और future inquiries fया DOMAINS to BROKER, unless inquiries are directed towards a pयाtfolio instead of an individual DOMAIN; यदि the डोमेन are currently parked to add (या replace) on its lऔरing page a direct sales link as the BROKER directs. Provide BROKER with complete और accurate infयाmation regarding SELLER और the DOMAINS promptly upon request by BROKER; Assist BROKER in the marketing और sale of the DOMAINS as may reasonably be requested (at BROKER's sole expense unless पिछलाiously authयाized in writing by SELLER); Provide to BROKER such other infयाmation और data as BROKER may reasonably request from time to time in याder to permit BROKER to perfयाm its duties यहाँunder; Respond to offers to खरीदें DOMAINS in a timely manner. नहींtify BROKER of any letters या ईमेलs typically referred to as Cease और Desist letters या any other cयाrespondence in which third party is claiming any rights in या to one of the DOMAINS, और of any UDRP, या lawsuits related to any one of the DOMAINS, received priया to या during BROKER'S engagement Change DNS settings to BROKER'S DNS servers wयहाँ a special linguistically driven web page will exist with a link to a bid / interest fयाm to be महीनाnitयाed by BROKER.

9.REPRESENTATIONS OF SELLER: SELLER represents और warrants to BROKER that it (i) has the authयाity to enter into this AGREEMENT और (ii) has the authयाity to transfer, good, valid और marketable title to the DOMAINS. SELLER further warrants और represents to BROKER that: 1) SELLER has full right to sell the DOMAINS; 2) the DOMAINS are free of any liens, encumbrances, restrictions, licenses, या security interests; 3) SELLER properly खरीदेंd और पंजीकरण करेंed the DOMAINS without committing fraud या misrepresentation; 4) SELLER has no kअभीledge that any of the DOMAINS infringe the trademark या other rights of any third party; और 5) none of the DOMAINS has been, nया is currently the subject of any litigation, claims, arबिटration या other legal proceeding, either pending, contemplated या threatened, nया 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 डोमेन escrow सेवाs will be used fया the payment और transfer of DOMAINS which includes the BROKER'S escrow सेवा through Bank of America.

11.INDEMNIFICATION: Each Party यहाँby agrees to indemnify और hold harmless the other Party, its officers, directयाs, shareholders, employees और agents, from और against any और all loss, damage, liability या expense (including reasonable attयाneys' fees और costs), to which they may be put या which they may incur by reason of, या 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 या obligations under this AGREEMENT, या any trademark, copyright या patent infringement arising out of या relating to the DOMAINS, या in any way arising out of the other Party being a party to, या the other Party's perfयाmance of, this AGREEMENT, other than through the other Party's gross negligence या willful misconduct. The fयाegoing obligation shall exist only if the Party (i) promptly notifies the other Party of such claim, (ii) provides the other Party with reasonable infयाmation, assistance और cooperation in defending the lawsuit या proceeding और (iii) gives the other Party exclusive control और sole authयाity over the defense और settlement of such claim.

12.JOINT MATERIALS: The Parties agree that all marketing materials developed in connection with the सेवाs perfयाmed by BROKER यहाँunder shall be the joint property of BROKER और SELLER और neither party shall use such materials after the Exclusive Sale Period without the priया written approval of the other Party.

13.RELATIONSHIP OF THE PARTIES; REPयाTING OF INCOME. BROKER is retained यहाँunder as an independent contractया और nothing यहाँin contained shall create an employer/employee, principal/agent, partnership या joint venture relationship between the Parties. The Parties agree that BROKER shall include all compensation it receives यहाँunder in its own books या account fया inclusion on its own applicable tax return, that BROKER shall be responsible fया payment of all income और employment taxes thereon, और that such compensation will not be subject to any offset, employee payroll taxes या other deduction. यदि The SELLER is a US resident या Citizen SELLER will receive from BROKER a 1099 repयाting the gross proceeds received from the BROKER और 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 या persons except as required by applicable law या compelled by a court of competent jurisdiction. नहींtwithstऔरing the fयाegoing, this Section 12 shall not apply to disclosures made by a Party to its agents, employees और advisयाs to whom such disclosure is necessary in याder to perfयाm pursuant to this AGREEMENT.

15.ATTORNEY'S FEES AND COSTS: In connection with any litigation arising out of this AGREEMENT, the पिछलाailing party, whether SELLER या BROKER, shall be entitled to recover all costs incurred, including reasonable attयाney's fees, fया सेवाs rendered in connection with such litigation, including appellate proceedings और post-judgment proceedings..

16.DISCLOSURES: SELLER और BROKER specifically ackअभीledge और understऔर that if either SELLER या BROKER kअभीs of facts materially affecting the value of the DOMAINS, whether said facts are readily observable या not, SELLER या BROKER, as applicable, shall disclose these facts to the other Party.

17.NOTICES: Any notice required या permitted to be delivered pursuant to this AGREEMENT must be delivered by fयाmal ईमेल with relevant documents, या to such other address as the Parties may from time to time designate by notice in writing to the other Party. सभी offers और counter-offers fया DOMAINS can be made by Internet email, with the receiving party ackअभीledging receipt of the email upon reading of the email.

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

19.ENTIRE AGREEMENT: This AGREEMENT constitutes और represents the entire Agreement between the Parties और supersedes any priया understऔरings या agreements, written या याal, between the Parties respecting the subject matter of this AGREEMENT. This AGREEMENT may be amended, supplemented या महीनाdified only upon an agreement in writing executed by all of the Parties. This AGREEMENT shall inure to the benefit of और shall be binding upon the Parties और their respective successयाs और assigns. यदि any provision of this AGREEMENT shall be determined to be invalid, void या illegal, such provision shall be construed और amended in a manner which would permit its enfयाcement, but in no event shall such provision affect, impair या invalidate any other provision in this AGREEMENT.

20.HEADINGS Fया CONVENIENCE: As used in this AGREEMENT, captions और paragraph headings are provided solely fया convenience और shall not be deemed to restrict, limit या interpret the meaning of the text.

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

BROKER:

NiceNIC.NET

ईमेल: suppया[email protected]

Phone: 400-622-8200

FAX: (0756)3366385-806

ADDRESS: कक्ष 1704, हैंग लंग सेंटर पैटरसन स्ट्रीट, कॉज़वे बे, हांगकांग