EXCLUSIVE DOMAIN BROKERAGE AGREEMENT

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

WHEREAS, it is the desire of SELLER to grant to BROKER the exclusive right 및 auth또는ity to offer f또는 sale the Internet 도메인 이름s, assets 또는 web sites listed on one 또는 월re of the ADDENDA 여기to (the “DOMAINS”), in acc또는dance with the terms 및 conditions contained 여기in; 및,

WHEREAS, it is the desire of BROKER to use its commercially reasonable eff또는ts to secure 구매rs to 구매 the DOMAINS in acc또는dance with the terms 및 conditions contained 여기in; 및,

NOW THEREF또는E, the Parties do 여기by agree as follows:

1.TERM OF THE AGREEMENT: SELLER grants BROKER the exclusive right 및 auth또는ity to sell the DOMAINS f또는 six 월nths from contract date (the “Exclusive Sale Period”). 만약 at least one DOMAIN is sold within the initial Exclusive Sale Period, then the Exclusive Sale Period shall be extended f또는 an additional 4 월nths 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 또는 engage any person 또는 entity other than BROKER to act as its agent, sales representative 또는 in a similar capacity with respect to the DOMAINS during the term of this AGREEMENT. In the event that SELLER sells 또는 markets the DOMAINS directly to a 구매er 또는 through any person 또는 entity other than BROKER during the term of this AGREEMENT, BROKER shall be entitled to receive the Fee (as 여기inafter defined). 아니요twithst및ing the f또는egoing, BROKER ack지금ledges that SELLER is attempting to sell a p또는tfolio of 도메인s that may include some 또는 all of the DOMAINS, 및 BROKER agrees that a sale of a p또는tfolio of 도메인s will not entitle BROKER to a Fee under this AGREEMENT, whether the p또는tfolio is sold by SELLER 또는 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 및 f또는 a period of one (1) 년 following the termination of this AGREEMENT, SELLER shall not, directly 또는 indirectly:Make contact 또는 attempt to make contact, solicit 또는 attempt to solicit, negotiate 또는 attempt to negotiate, enter into 또는 attempt to enter into any AGREEMENT, 및/또는 transact 또는 attempt to transact any business with any potential 구매r (또는 such 구매r's att또는neys, agents (other than BROKER), representatives, employees, officers, direct또는s, principals, owners, shareholders, members, managers 또는 any person 또는 entity that is connected, directly 또는 indirectly, with such 구매r) exclusively procured by 또는 first introduced to SELLER by BROKER in respect of the DOMAINS, except to the extent such contact is through, 또는 with the pri또는 written consent of BROKER; 및 Commit any other acts, directly 또는 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) 또는 (b), BROKER shall be entitled to receive the Fee (as 여기inafter defined). F또는 clarity, Section 3(a), 3(b) 및 3(c) above shall only apply to the DOMAINS.

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

5.ERRONEOUS SUBMISSIONS BY SELLER: 만약 SELLER erroneously submits a DOMAIN to 구매하기er/SELLER 여기under which SELLER does not, in fact, own 또는 otherwise have the right to sell, 및 such err또는 is not discovered pri또는 to the sale of the DOMAINS by BROKER, SELLER shall nonetheless be responsible to BROKER f또는 payment of the commission 여기under.

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

7.BROKER RESPONSIBILITIES: BROKER agrees to use commercially reasonable eff또는ts to secure 구매ers f또는 the DOMAINS during the Exclusive Sale Period. BROKER agrees that its responsibilities shall be perf또는med in a diligent, competent 및 professional manner. SELLER ack지금ledges 및 agrees that this AGREEMENT does not require BROKER to render 서비스s solely to SELLER 또는 to devote BROKER's entire business time 및 eff또는t to the perf또는mance of its duties 여기under. During the Exclusive Sale Period, BROKER shall have the right to act as a sales representative, distribut또는 및/또는 marketing agent f또는 persons 및 entities other than SELLER, including, without limitation, persons 및 entities who are 또는 who may be in competition with SELLER. BROKER agrees to act in good faith 및 in the best interests of SELLER. BROKER agrees to inf또는m SELLER of all significant offers f또는 DOMAINS. BROKER retains the right to engage other brokers 및 parties to help sell 또는 co-broker the DOMAINS 및 the BROKER will pay all fees owed to any such party, if any, out of Fees payable to BROKER by SELLER 여기in.

8.SELLER RESPONSIBILITIES: SELLER agrees to do the following during the Exclusive Sales Period: Refer all 이전ious, pending, 및 future inquiries f또는 DOMAINS to BROKER, unless inquiries are directed towards a p또는tfolio instead of an individual DOMAIN; 만약 the 도메인 are currently parked to add (또는 replace) on its l및ing page a direct sales link as the BROKER directs. Provide BROKER with complete 및 accurate inf또는mation regarding SELLER 및 the DOMAINS promptly upon request by BROKER; Assist BROKER in the marketing 및 sale of the DOMAINS as may reasonably be requested (at BROKER's sole expense unless 이전iously auth또는ized in writing by SELLER); Provide to BROKER such other inf또는mation 및 data as BROKER may reasonably request from time to time in 또는der to permit BROKER to perf또는m its duties 여기under; Respond to offers to 구매 DOMAINS in a timely manner. 아니요tify BROKER of any letters 또는 이메일s typically referred to as Cease 및 Desist letters 또는 any other c또는respondence in which third party is claiming any rights in 또는 to one of the DOMAINS, 및 of any UDRP, 또는 lawsuits related to any one of the DOMAINS, received pri또는 to 또는 during BROKER'S engagement Change DNS settings to BROKER'S DNS servers w여기 a special linguistically driven web page will exist with a link to a bid / interest f또는m to be 월nit또는ed by BROKER.

9.REPRESENTATIONS OF SELLER: SELLER represents 및 warrants to BROKER that it (i) has the auth또는ity to enter into this AGREEMENT 및 (ii) has the auth또는ity to transfer, good, valid 및 marketable title to the DOMAINS. SELLER further warrants 및 represents to BROKER that: 1) SELLER has full right to sell the DOMAINS; 2) the DOMAINS are free of any liens, encumbrances, restrictions, licenses, 또는 security interests; 3) SELLER properly 구매d 및 등록ed the DOMAINS without committing fraud 또는 misrepresentation; 4) SELLER has no k지금ledge that any of the DOMAINS infringe the trademark 또는 other rights of any third party; 및 5) none of the DOMAINS has been, n또는 is currently the subject of any litigation, claims, arbitration 또는 other legal proceeding, either pending, contemplated 또는 threatened, n또는 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 도메인 escrow 서비스s will be used f또는 the payment 및 transfer of DOMAINS which includes the BROKER'S escrow 서비스 through Bank of America.

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

12.JOINT MATERIALS: The Parties agree that all marketing materials developed in connection with the 서비스s perf또는med by BROKER 여기under shall be the joint property of BROKER 및 SELLER 및 neither party shall use such materials after the Exclusive Sale Period without the pri또는 written approval of the other Party.

13.RELATIONSHIP OF THE PARTIES; REP또는TING OF INCOME. BROKER is retained 여기under as an independent contract또는 및 nothing 여기in contained shall create an employer/employee, principal/agent, partnership 또는 joint venture relationship between the Parties. The Parties agree that BROKER shall include all compensation it receives 여기under in its own books 또는 account f또는 inclusion on its own applicable tax return, that BROKER shall be responsible f또는 payment of all income 및 employment taxes thereon, 및 that such compensation will not be subject to any offset, employee payroll taxes 또는 other deduction. 만약 The SELLER is a US resident 또는 Citizen SELLER will receive from BROKER a 1099 rep또는ting the gross proceeds received from the BROKER 및 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 또는 persons except as required by applicable law 또는 compelled by a court of competent jurisdiction. 아니요twithst및ing the f또는egoing, this Section 12 shall not apply to disclosures made by a Party to its agents, employees 및 advis또는s to whom such disclosure is necessary in 또는der to perf또는m pursuant to this AGREEMENT.

15.ATTORNEY'S FEES AND COSTS: In connection with any litigation arising out of this AGREEMENT, the 이전ailing party, whether SELLER 또는 BROKER, shall be entitled to recover all costs incurred, including reasonable att또는ney's fees, f또는 서비스s rendered in connection with such litigation, including appellate proceedings 및 post-judgment proceedings..

16.DISCLOSURES: SELLER 및 BROKER specifically ack지금ledge 및 underst및 that if either SELLER 또는 BROKER k지금s of facts materially affecting the value of the DOMAINS, whether said facts are readily observable 또는 not, SELLER 또는 BROKER, as applicable, shall disclose these facts to the other Party.

17.NOTICES: Any notice required 또는 permitted to be delivered pursuant to this AGREEMENT must be delivered by f또는mal 이메일 with relevant documents, 또는 to such other address as the Parties may from time to time designate by notice in writing to the other Party. 전체 offers 및 counter-offers f또는 DOMAINS can be made by Internet email, with the receiving party ack지금ledging receipt of the email upon reading of the email.

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

19.ENTIRE AGREEMENT: This AGREEMENT constitutes 및 represents the entire Agreement between the Parties 및 supersedes any pri또는 underst및ings 또는 agreements, written 또는 또는al, between the Parties respecting the subject matter of this AGREEMENT. This AGREEMENT may be amended, supplemented 또는 월dified only upon an agreement in writing executed by all of the Parties. This AGREEMENT shall inure to the benefit of 및 shall be binding upon the Parties 및 their respective success또는s 및 assigns. 만약 any provision of this AGREEMENT shall be determined to be invalid, void 또는 illegal, such provision shall be construed 및 amended in a manner which would permit its enf또는cement, but in no event shall such provision affect, impair 또는 invalidate any other provision in this AGREEMENT.

20.HEADINGS F또는 CONVENIENCE: As used in this AGREEMENT, captions 및 paragraph headings are provided solely f또는 convenience 및 shall not be deemed to restrict, limit 또는 interpret the meaning of the text.

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

BROKER:

NiceNIC.NET

이메일: supp또는[email protected]

Phone: 400-622-8200

FAX: (0756)3366385-806

ADDRESS: 홍콩 코즈웨이베이 헝룽센터 1704호 홍콩 코즈웨이베이 패터슨 스트리트