EXCLUSIVE DOMAIN BROKERAGE AGREEMENT

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

WHEREAS, it is цей desire of SELLER to grant to BROKER цей exclusive right і authабоity to offer fабо sale цей Internet доменного іменіs, assets або web sites listed on one або місre of цей ADDENDA тутto (цей “DOMAINS”), in accабоdance with цей terms і conditions contained тутin; і,

WHEREAS, it is цей desire of BROKER to use its commercially reasonable effабоts to secure придбатиrs to придбати цей DOMAINS in accабоdance with цей terms і conditions contained тутin; і,

NOW THEREFАБОE, цей Parties do тутby agree as follows:

1.TERM OF THE AGREEMENT: SELLER grants BROKER цей exclusive right і authабоity to sell цей DOMAINS fабо six місnths from contract date (цей “Exclusive Sale Period”). Якщо at least one DOMAIN is sold within цей initial Exclusive Sale Period, цейn цей Exclusive Sale Period shall be extended fабо an additional 4 місnths if by mutual agreement by both parties.

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

2.EXCLUSIVITY: During цей Exclusive Sale Period, SELLER agrees not to use, appoint або engage any person або entity oцейr than BROKER to act as its agent, sales representative або in a similar capacity with respect to цей DOMAINS during цей term of this AGREEMENT. In цей event that SELLER sells або markets цей DOMAINS directly to a купитиer або through any person або entity oцейr than BROKER during цей term of this AGREEMENT, BROKER shall be entitled to receive цей Fee (as тутinafter defined). Ніtwithstіing цей fабоegoing, BROKER ackзаразledges that SELLER is attempting to sell a pабоtfolio of доменs that may include some або all of цей DOMAINS, і BROKER agrees that a sale of a pабоtfolio of доменs will not entitle BROKER to a Fee under this AGREEMENT, wheцейr цей pабоtfolio is sold by SELLER або by a representative of SELLER on SELLER's behalf.

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

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

5.ERRONEOUS SUBMISSIONS BY SELLER: Якщо SELLER erroneously submits a DOMAIN to Купитиer/SELLER тутunder which SELLER does not, in fact, own або oцейrwise have цей right to sell, і such errабо is not discovered priабо to цей sale of цей DOMAINS by BROKER, SELLER shall noneцейless be responsible to BROKER fабо payment of цей commission тутunder.

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

7.BROKER RESPONSIBILITIES: BROKER agrees to use commercially reasonable effабоts to secure купитиers fабо цей DOMAINS during цей Exclusive Sale Period. BROKER agrees that its responsibilities shall be perfабоmed in a diligent, competent і professional manner. SELLER ackзаразledges і agrees that this AGREEMENT does not require BROKER to render послугаs solely to SELLER або to devote BROKER's entire business time і effабоt to цей perfабоmance of its duties тутunder. During цей Exclusive Sale Period, BROKER shall have цей right to act as a sales representative, distributабо і/або marketing agent fабо persons і entities oцейr than SELLER, including, without limitation, persons і entities who are або who may be in competition with SELLER. BROKER agrees to act in good faith і in цей best interests of SELLER. BROKER agrees to infабоm SELLER of all significant offers fабо DOMAINS. BROKER retains цей right to engage oцейr brokers і parties to help sell або co-broker цей DOMAINS і цей BROKER will pay all fees owed to any such party, if any, out of Fees payable to BROKER by SELLER тутin.

8.SELLER RESPONSIBILITIES: SELLER agrees to do цей following during цей Exclusive Sales Period: Refer all назадious, pending, і future inquiries fабо DOMAINS to BROKER, unless inquiries are directed towards a pабоtfolio instead of an individual DOMAIN; Якщо цей Домени are currently parked to add (або replace) on its lіing page a direct sales link as цей BROKER directs. Provide BROKER with complete і accurate infабоmation regarding SELLER і цей DOMAINS promptly upon request by BROKER; Assist BROKER in цей marketing і sale of цей DOMAINS as may reasonably be requested (at BROKER's sole expense unless назадiously authабоized in writing by SELLER); Provide to BROKER such oцейr infабоmation і data as BROKER may reasonably request from time to time in абоder to permit BROKER to perfабоm its duties тутunder; Respond to offers to придбати DOMAINS in a timely manner. Ніtify BROKER of any letters або Електронна поштаs typically referred to as Cease і Desist letters або any oцейr cабоrespondence in which third party is claiming any rights in або to one of цей DOMAINS, і of any UDRP, або lawsuits related to any one of цей DOMAINS, received priабо to або during BROKER'S engagement Change DNS settings to BROKER'S DNS servers wтут a special linguistically driven web page will exist with a link to a bid / interest fабоm to be місnitабоed by BROKER.

9.REPRESENTATIONS OF SELLER: SELLER represents і warrants to BROKER that it (i) has цей authабоity to enter into this AGREEMENT і (ii) has цей authабоity to transfer, good, valid і marketable title to цей DOMAINS. SELLER furцейr warrants і represents to BROKER that: 1) SELLER has full right to sell цей DOMAINS; 2) цей DOMAINS are free of any liens, encumbrances, restrictions, licenses, або security interests; 3) SELLER properly придбатиd і зареєструватиed цей DOMAINS without committing fraud або misrepresentation; 4) SELLER has no kзаразledge that any of цей DOMAINS infringe цей trademark або oцейr rights of any third party; і 5) none of цей DOMAINS has been, nабо is currently цей subject of any litigation, claims, arбітration або oцейr legal proceeding, eiцейr pending, contemplated або threatened, nабо has SELLER received any notice of any such pending items; SELLER will pay all цей renewal fees associated with each of цей DOMAINS during цей term of this Agreement including any renewal periods.

10.ESCROW: It is anticipated that an established company that provides домен escrow послугаs will be used fабо цей payment і transfer of DOMAINS which includes цей BROKER'S escrow послуга through Bank of America.

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

12.JOINT MATERIALS: The Parties agree that all marketing materials developed in connection with цей послугаs perfабоmed by BROKER тутunder shall be цей joint property of BROKER і SELLER і neiцейr party shall use such materials after цей Exclusive Sale Period without цей priабо written approval of цей oцейr Party.

13.RELATIONSHIP OF THE PARTIES; REPАБОTING OF INCOME. BROKER is retained тутunder as an independent contractабо і nothing тутin contained shall create an employer/employee, principal/agent, partnership або joint venture relationship between цей Parties. The Parties agree that BROKER shall include all compensation it receives тутunder in its own books або account fабо inclusion on its own applicable tax return, that BROKER shall be responsible fабо payment of all income і employment taxes цейreon, і that such compensation will not be subject to any offset, employee payroll taxes або oцейr deduction. Якщо The SELLER is a US resident або Citizen SELLER will receive from BROKER a 1099 repабоting цей gross proceeds received from цей BROKER і цей parking revenue received by цей Broker.

14.CONFIDENTIALITY: Each Party agrees that it shall not disclose цей terms of this AGREEMENT to any person або persons except as required by applicable law або compelled by a court of competent jurisdiction. Ніtwithstіing цей fабоegoing, this Section 12 shall not apply to disclosures made by a Party to its agents, employees і advisабоs to whom such disclosure is necessary in абоder to perfабоm pursuant to this AGREEMENT.

15.ATTORNEY'S FEES AND CОСTS: In connection with any litigation arising out of this AGREEMENT, цей назадailing party, wheцейr SELLER або BROKER, shall be entitled to recover all costs incurred, including reasonable attабоney's fees, fабо послугаs rendered in connection with such litigation, including appellate proceedings і post-judgment proceedings..

16.DISCLОСURES: SELLER і BROKER specifically ackзаразledge і understі that if eiцейr SELLER або BROKER kзаразs of facts materially affecting цей value of цей DOMAINS, wheцейr said facts are readily observable або not, SELLER або BROKER, as applicable, shall disclose цейse facts to цей oцейr Party.

17.NOTICES: Any notice required або permitted to be delivered pursuant to this AGREEMENT must be delivered by fабоmal Електронна пошта with relevant documents, або to such oцейr address as цей Parties may from time to time designate by notice in writing to цей oцейr Party. Всі offers і counter-offers fабо DOMAINS can be made by Internet email, with цей receiving party ackзаразledging receipt of цей email upon reading of цей email.

18.GOVERNING LAW: This AGREEMENT shall be governed by, і construed in accабоdance with, цей laws of Broward County, Flабоida, without respect to its conflict of laws provisions.

19.ENTIRE AGREEMENT: This AGREEMENT constitutes і represents цей entire Agreement between цей Parties і supersedes any priабо understіings або agreements, written або абоal, between цей Parties respecting цей subject matter of this AGREEMENT. This AGREEMENT may be amended, supplemented або місdified only upon an agreement in writing executed by all of цей Parties. This AGREEMENT shall inure to цей benefit of і shall be binding upon цей Parties і цейir respective successабоs і assigns. Якщо any provision of this AGREEMENT shall be determined to be invalid, void або illegal, such provision shall be construed і amended in a manner which would permit its enfабоcement, but in no event shall such provision affect, impair або invalidate any oцейr provision in this AGREEMENT.

20.HEADINGS FАБО CONVENIENCE: As used in this AGREEMENT, captions і paragraph headings are provided solely fабо convenience і shall not be deemed to restrict, limit або interpret цей meaning of цей text.

21.COUNTERPARTS: This AGREEMENT may be executed in one або місre counterparts, each of which shall be deemed an абоiginal, but all of which togeцейr shall constitute one і цей same instrument. Photocopies, signatures reproduced by mechanical, digital або oцейr means, і/або facsimile transmittal signature pages may be used instead of абоiginals.

BROKER:

NiceNIC.NET

Email: suppабо[email protected]

Phone: 400-622-8200

FAX: (0756)3366385-806

ADDRESS: Офіс 1704, Hang Lung Center вулиця Патерсон, Causeway Bay, Гонконг