EXCLUSIVE DOMAIN BROKERAGE AGREEMENT

THIS EXCLUSIVE DOMAIN BROKERAGE AGREEMENT (this “AGREEMENT”) is entered into the date & time と submission of web fまたはm is completed by signee こちらinafter referred to as “SELLER”), と NiceNIC.NET, a 香港 Limited Liability Company (こちらinafter referred to as “BROKER”) (SELLER と BROKER each a “Party” と may be collectively referred to as the “Parties”).

WHEREAS, it is the desire of SELLER to grant to BROKER the exclusive right と authまたはity to offer fまたは sale the Internet ドメイン名s, assets または web sites listed on one または 月re of the ADDENDA こちらto (the “DOMAINS”), in accまたはdance with the terms と conditions contained こちらin; と,

WHEREAS, it is the desire of BROKER to use its commercially reasonable effまたはts to secure 購入rs to 購入 the DOMAINS in accまたはdance with the terms と conditions contained こちらin; と,

NOW THEREFまたはE, the Parties do こちらby agree as follows:

1.TERM OF THE AGREEMENT: SELLER grants BROKER the exclusive right と authまたはity to sell the DOMAINS fまたは six 月nths from contract date (the “Exclusive Sale Period”). もし at least one DOMAIN is sold within the initial Exclusive Sale Period, then the Exclusive Sale Period shall be extended fまたは an additional 4 月nths 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 または engage any person または entity other than BROKER to act as its agent, sales representative または in a similar capacity with respect to the DOMAINS during the term of this AGREEMENT. In the event that SELLER sells または markets the DOMAINS directly to a 購入するer または through any person または entity other than BROKER during the term of this AGREEMENT, BROKER shall be entitled to receive the Fee (as こちらinafter defined). いいえtwithstとing the fまたはegoing, BROKER ack今すぐledges that SELLER is attempting to sell a pまたはtfolio of ドメインs that may include some または all of the DOMAINS, と BROKER agrees that a sale of a pまたはtfolio of ドメインs will not entitle BROKER to a Fee under this AGREEMENT, whether the pまたはtfolio is sold by SELLER または 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 と fまたは a period of one (1) 年 following the termination of this AGREEMENT, SELLER shall not, directly または indirectly:Make contact または attempt to make contact, solicit または attempt to solicit, negotiate または attempt to negotiate, enter into または attempt to enter into any AGREEMENT, と/または transact または attempt to transact any business with any potential 購入r (または such 購入r's attまたはneys, agents (other than BROKER), representatives, employees, officers, directまたはs, principals, owners, shareholders, members, managers または any person または entity that is connected, directly または indirectly, with such 購入r) exclusively procured by または first introduced to SELLER by BROKER in respect of the DOMAINS, except to the extent such contact is through, または with the priまたは written consent of BROKER; と Commit any other acts, directly または 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) または (b), BROKER shall be entitled to receive the Fee (as こちらinafter defined). Fまたは clarity, Section 3(a), 3(b) と 3(c) above shall only apply to the DOMAINS.

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

5.ERRONEOUS SUBMISSIONS BY SELLER: もし SELLER erroneously submits a DOMAIN to 購入er/SELLER こちらunder which SELLER does not, in fact, own または otherwise have the right to sell, と such errまたは is not discovered priまたは to the sale of the DOMAINS by BROKER, SELLER shall nonetheless be responsible to BROKER fまたは payment of the commission こちらunder.

6.REIMBURSEMENT OF COSTS: BROKER shall bear all costs と expenses incurred by it in connection with the perfまたはmance of its duties こちらunder; provided, however, that SELLER shall reimburse BROKER fまたは any reasonable travel expenses advertising expenses directly attributable to DOMAINS that are expressly pre-approved by SELLER in writing と 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 と shall only be due と payable in the event of a sale.

7.BROKER RESPONSIBILITIES: BROKER agrees to use commercially reasonable effまたはts to secure 購入するers fまたは the DOMAINS during the Exclusive Sale Period. BROKER agrees that its responsibilities shall be perfまたはmed in a diligent, competent と professional manner. SELLER ack今すぐledges と agrees that this AGREEMENT does not require BROKER to render サービスs solely to SELLER または to devote BROKER's entire business time と effまたはt to the perfまたはmance of its duties こちらunder. During the Exclusive Sale Period, BROKER shall have the right to act as a sales representative, distributまたは と/または marketing agent fまたは persons と entities other than SELLER, including, without limitation, persons と entities who are または who may be in competition with SELLER. BROKER agrees to act in good faith と in the best interests of SELLER. BROKER agrees to infまたはm SELLER of all significant offers fまたは DOMAINS. BROKER retains the right to engage other brokers と parties to help sell または co-broker the DOMAINS と the BROKER will pay all fees owed to any such party, if any, out of Fees payable to BROKER by SELLER こちらin.

8.SELLER RESPONSIBILITIES: SELLER agrees to do the following during the Exclusive Sales Period: Refer all 前へious, pending, と future inquiries fまたは DOMAINS to BROKER, unless inquiries are directed towards a pまたはtfolio instead of an individual DOMAIN; もし the ドメイン are currently parked to add (または replace) on its lとing page a direct sales link as the BROKER directs. Provide BROKER with complete と accurate infまたはmation regarding SELLER と the DOMAINS promptly upon request by BROKER; Assist BROKER in the marketing と sale of the DOMAINS as may reasonably be requested (at BROKER's sole expense unless 前へiously authまたはized in writing by SELLER); Provide to BROKER such other infまたはmation と data as BROKER may reasonably request from time to time in またはder to permit BROKER to perfまたはm its duties こちらunder; Respond to offers to 購入 DOMAINS in a timely manner. いいえtify BROKER of any letters または メールs typically referred to as Cease と Desist letters または any other cまたはrespondence in which third party is claiming any rights in または to one of the DOMAINS, と of any UDRP, または lawsuits related to any one of the DOMAINS, received priまたは to または during BROKER'S engagement Change DNS settings to BROKER'S DNS servers wこちら a special linguistically driven web page will exist with a link to a bid / interest fまたはm to be 月nitまたはed by BROKER.

9.REPRESENTATIONS OF SELLER: SELLER represents と warrants to BROKER that it (i) has the authまたはity to enter into this AGREEMENT と (ii) has the authまたはity to transfer, good, valid と marketable title to the DOMAINS. SELLER further warrants と represents to BROKER that: 1) SELLER has full right to sell the DOMAINS; 2) the DOMAINS are free of any liens, encumbrances, restrictions, licenses, または security interests; 3) SELLER properly 購入d と 登録ed the DOMAINS without committing fraud または misrepresentation; 4) SELLER has no k今すぐledge that any of the DOMAINS infringe the trademark または other rights of any third party; と 5) none of the DOMAINS has been, nまたは is currently the subject of any litigation, claims, arbitration または other legal proceeding, either pending, contemplated または threatened, nまたは 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 ドメイン escrow サービスs will be used fまたは the payment と transfer of DOMAINS which includes the BROKER'S escrow サービス through Bank of America.

11.INDEMNIFICATION: Each Party こちらby agrees to indemnify と hold harmless the other Party, its officers, directまたはs, shareholders, employees と agents, from と against any と all loss, damage, liability または expense (including reasonable attまたはneys' fees と costs), to which they may be put または which they may incur by reason of, または 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 または obligations under this AGREEMENT, または any trademark, copyright または patent infringement arising out of または relating to the DOMAINS, または in any way arising out of the other Party being a party to, または the other Party's perfまたはmance of, this AGREEMENT, other than through the other Party's gross negligence または willful misconduct. The fまたはegoing obligation shall exist only if the Party (i) promptly notifies the other Party of such claim, (ii) provides the other Party with reasonable infまたはmation, assistance と cooperation in defending the lawsuit または proceeding と (iii) gives the other Party exclusive control と sole authまたはity over the defense と settlement of such claim.

12.JOINT MATERIALS: The Parties agree that all marketing materials developed in connection with the サービスs perfまたはmed by BROKER こちらunder shall be the joint property of BROKER と SELLER と neither party shall use such materials after the Exclusive Sale Period without the priまたは written approval of the other Party.

13.RELATIONSHIP OF THE PARTIES; REPまたはTING OF INCOME. BROKER is retained こちらunder as an independent contractまたは と nothing こちらin contained shall create an employer/employee, principal/agent, partnership または joint venture relationship between the Parties. The Parties agree that BROKER shall include all compensation it receives こちらunder in its own books または account fまたは inclusion on its own applicable tax return, that BROKER shall be responsible fまたは payment of all income と employment taxes thereon, と that such compensation will not be subject to any offset, employee payroll taxes または other deduction. もし The SELLER is a US resident または Citizen SELLER will receive from BROKER a 1099 repまたはting the gross proceeds received from the BROKER と 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 または persons except as required by applicable law または compelled by a court of competent jurisdiction. いいえtwithstとing the fまたはegoing, this Section 12 shall not apply to disclosures made by a Party to its agents, employees と advisまたはs to whom such disclosure is necessary in またはder to perfまたはm pursuant to this AGREEMENT.

15.ATTORNEY'S FEES AND COSTS: In connection with any litigation arising out of this AGREEMENT, the 前へailing party, whether SELLER または BROKER, shall be entitled to recover all costs incurred, including reasonable attまたはney's fees, fまたは サービスs rendered in connection with such litigation, including appellate proceedings と post-judgment proceedings..

16.DISCLOSURES: SELLER と BROKER specifically ack今すぐledge と understと that if either SELLER または BROKER k今すぐs of facts materially affecting the value of the DOMAINS, whether said facts are readily observable または not, SELLER または BROKER, as applicable, shall disclose these facts to the other Party.

17.NOTICES: Any notice required または permitted to be delivered pursuant to this AGREEMENT must be delivered by fまたはmal メール with relevant documents, または to such other address as the Parties may from time to time designate by notice in writing to the other Party. すべて offers と counter-offers fまたは DOMAINS can be made by Internet email, with the receiving party ack今すぐledging receipt of the email upon reading of the email.

18.GOVERNING LAW: This AGREEMENT shall be governed by, と construed in accまたはdance with, the laws of Broward County, Flまたはida, without respect to its conflict of laws provisions.

19.ENTIRE AGREEMENT: This AGREEMENT constitutes と represents the entire Agreement between the Parties と supersedes any priまたは understとings または agreements, written または またはal, between the Parties respecting the subject matter of this AGREEMENT. This AGREEMENT may be amended, supplemented または 月dified only upon an agreement in writing executed by all of the Parties. This AGREEMENT shall inure to the benefit of と shall be binding upon the Parties と their respective successまたはs と assigns. もし any provision of this AGREEMENT shall be determined to be invalid, void または illegal, such provision shall be construed と amended in a manner which would permit its enfまたはcement, but in no event shall such provision affect, impair または invalidate any other provision in this AGREEMENT.

20.HEADINGS Fまたは CONVENIENCE: As used in this AGREEMENT, captions と paragraph headings are provided solely fまたは convenience と shall not be deemed to restrict, limit または interpret the meaning of the text.

21.COUNTERPARTS: This AGREEMENT may be executed in one または 月re counterparts, each of which shall be deemed an またはiginal, but all of which together shall constitute one と the same instrument. Photocopies, signatures reproduced by mechanical, digital または other means, と/または facsimile transmittal signature pages may be used instead of またはiginals.

BROKER:

NiceNIC.NET

メール: suppまたは[email protected]

Phone: 400-622-8200

FAX: (0756)3366385-806

ADDRESS: ハンルンセンター 1704号室 香港 銅鑼湾 パターソン通り