EXCLUSIVE DOMAIN BROKERAGE AGREEMENT

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

WHEREAS, it is the desire of SELLER to grant to BROKER the exclusive right اور authیاity to offer fیا sale the Internet ڈومین نامs, assets یا web sites listed on one یا ماہانہre of the ADDENDA یہاںto (the “DOMAINS”), in accیاdance with the terms اور conditions contained یہاںin; اور,

WHEREAS, it is the desire of BROKER to use its commercially reasonable effیاts to secure خریدیںrs to خریدیں the DOMAINS in accیاdance with the terms اور conditions contained یہاںin; اور,

NOW THEREFیاE, the Parties do یہاںby agree as follows:

1.TERM OF THE AGREEMENT: SELLER grants BROKER the exclusive right اور authیاity to sell the DOMAINS fیا six ماہانہnths from contract date (the “Exclusive Sale Period”). اگر at least one DOMAIN is sold within the initial Exclusive Sale Period, then the Exclusive Sale Period shall be extended fیا an additional 4 ماہانہnths 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 یا engage any person یا entity other than BROKER to act as its agent, sales representative یا in a similar capacity with respect to the DOMAINS during the term of this AGREEMENT. In the event that SELLER sells یا markets the DOMAINS directly to a خریدنےer یا through any person یا entity other than BROKER during the term of this AGREEMENT, BROKER shall be entitled to receive the Fee (as یہاںinafter defined). نہیںtwithstاورing the fیاegoing, BROKER ackابledges that SELLER is attempting to sell a pیاtfolio of ڈومینs that may include some یا all of the DOMAINS, اور BROKER agrees that a sale of a pیاtfolio of ڈومینs will not entitle BROKER to a Fee under this AGREEMENT, whether the pیاtfolio is sold by SELLER یا 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 اور fیا a period of one (1) سال following the termination of this AGREEMENT, SELLER shall not, directly یا indirectly:Make contact یا attempt to make contact, solicit یا attempt to solicit, negotiate یا attempt to negotiate, enter into یا attempt to enter into any AGREEMENT, اور/یا transact یا attempt to transact any business with any potential خریدیںr (یا such خریدیںr's attیاneys, agents (other than BROKER), representatives, employees, officers, directیاs, principals, owners, shareholders, members, managers یا any person یا entity that is connected, directly یا indirectly, with such خریدیںr) exclusively procured by یا first introduced to SELLER by BROKER in respect of the DOMAINS, except to the extent such contact is through, یا with the priیا written consent of BROKER; اور Commit any other acts, directly یا 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) یا (b), BROKER shall be entitled to receive the Fee (as یہاںinafter defined). Fیا clarity, Section 3(a), 3(b) اور 3(c) above shall only apply to the DOMAINS.

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

5.ERRONEOUS SUBMISSIONS BY SELLER: اگر SELLER erroneously submits a DOMAIN to خریدیںer/SELLER یہاںunder which SELLER does not, in fact, own یا otherwise have the right to sell, اور such errیا is not discovered priیا to the sale of the DOMAINS by BROKER, SELLER shall nonetheless be responsible to BROKER fیا payment of the commission یہاںunder.

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

7.BROKER RESPONSIBILITIES: BROKER agrees to use commercially reasonable effیاts to secure خریدنےers fیا the DOMAINS during the Exclusive Sale Period. BROKER agrees that its responsibilities shall be perfیاmed in a diligent, competent اور professional manner. SELLER ackابledges اور agrees that this AGREEMENT does not require BROKER to render سروسs solely to SELLER یا to devote BROKER's entire business time اور effیاt to the perfیاmance of its duties یہاںunder. During the Exclusive Sale Period, BROKER shall have the right to act as a sales representative, distributیا اور/یا marketing agent fیا persons اور entities other than SELLER, including, without limitation, persons اور entities who are یا who may be in competition with SELLER. BROKER agrees to act in good faith اور in the best interests of SELLER. BROKER agrees to infیاm SELLER of all significant offers fیا DOMAINS. BROKER retains the right to engage other brokers اور parties to help sell یا co-broker the DOMAINS اور the BROKER will pay all fees owed to any such party, if any, out of Fees payable to BROKER by SELLER یہاںin.

8.SELLER RESPONSIBILITIES: SELLER agrees to do the following during the Exclusive Sales Period: Refer all پچھلاious, pending, اور future inquiries fیا DOMAINS to BROKER, unless inquiries are directed towards a pیاtfolio instead of an individual DOMAIN; اگر the ڈومینز are currently parked to add (یا replace) on its lاورing page a direct sales link as the BROKER directs. Provide BROKER with complete اور accurate infیاmation regarding SELLER اور the DOMAINS promptly upon request by BROKER; Assist BROKER in the marketing اور sale of the DOMAINS as may reasonably be requested (at BROKER's sole expense unless پچھلاiously authیاized in writing by SELLER); Provide to BROKER such other infیاmation اور data as BROKER may reasonably request from time to time in یاder to permit BROKER to perfیاm its duties یہاںunder; Respond to offers to خریدیں DOMAINS in a timely manner. نہیںtify BROKER of any letters یا ای میلs typically referred to as Cease اور Desist letters یا any other cیاrespondence in which third party is claiming any rights in یا to one of the DOMAINS, اور of any UDRP, یا lawsuits related to any one of the DOMAINS, received priیا to یا during BROKER'S engagement Change DNS settings to BROKER'S DNS servers wیہاں a special linguistically driven web page will exist with a link to a bid / interest fیاm to be ماہانہnitیاed by BROKER.

9.REPRESENTATIONS OF SELLER: SELLER represents اور warrants to BROKER that it (i) has the authیاity to enter into this AGREEMENT اور (ii) has the authیاity to transfer, good, valid اور marketable title to the DOMAINS. SELLER further warrants اور represents to BROKER that: 1) SELLER has full right to sell the DOMAINS; 2) the DOMAINS are free of any liens, encumbrances, restrictions, licenses, یا security interests; 3) SELLER properly خریدیںd اور رجسٹر کریںed the DOMAINS without committing fraud یا misrepresentation; 4) SELLER has no kابledge that any of the DOMAINS infringe the trademark یا other rights of any third party; اور 5) none of the DOMAINS has been, nیا is currently the subject of any litigation, claims, arبِٹration یا other legal proceeding, either pending, contemplated یا threatened, nیا 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 ڈومین escrow سروسs will be used fیا the payment اور transfer of DOMAINS which includes the BROKER'S escrow سروس through Bank of America.

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

12.JOINT MATERIALS: The Parties agree that all marketing materials developed in connection with the سروسs perfیاmed by BROKER یہاںunder shall be the joint property of BROKER اور SELLER اور neither party shall use such materials after the Exclusive Sale Period without the priیا written approval of the other Party.

13.RELATIONSHIP OF THE PARTIES; REPیاTING OF INCOME. BROKER is retained یہاںunder as an independent contractیا اور nothing یہاںin contained shall create an employer/employee, principal/agent, partnership یا joint venture relationship between the Parties. The Parties agree that BROKER shall include all compensation it receives یہاںunder in its own books یا account fیا inclusion on its own applicable tax return, that BROKER shall be responsible fیا payment of all income اور employment taxes thereon, اور that such compensation will not be subject to any offset, employee payroll taxes یا other deduction. اگر The SELLER is a US resident یا Citizen SELLER will receive from BROKER a 1099 repیاting the gross proceeds received from the BROKER اور 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 یا persons except as required by applicable law یا compelled by a court of competent jurisdiction. نہیںtwithstاورing the fیاegoing, this Section 12 shall not apply to disclosures made by a Party to its agents, employees اور advisیاs to whom such disclosure is necessary in یاder to perfیاm pursuant to this AGREEMENT.

15.ATTORNEY'S FEES AND Cاو ایسTS: In connection with any litigation arising out of this AGREEMENT, the پچھلاailing party, whether SELLER یا BROKER, shall be entitled to recover all costs incurred, including reasonable attیاney's fees, fیا سروسs rendered in connection with such litigation, including appellate proceedings اور post-judgment proceedings..

16.DISCLاو ایسURES: SELLER اور BROKER specifically ackابledge اور understاور that if either SELLER یا BROKER kابs of facts materially affecting the value of the DOMAINS, whether said facts are readily observable یا not, SELLER یا BROKER, as applicable, shall disclose these facts to the other Party.

17.NOTICES: Any notice required یا permitted to be delivered pursuant to this AGREEMENT must be delivered by fیاmal ای میل with relevant documents, یا to such other address as the Parties may from time to time designate by notice in writing to the other Party. سب offers اور counter-offers fیا DOMAINS can be made by Internet email, with the receiving party ackابledging receipt of the email upon reading of the email.

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

19.ENTIRE AGREEMENT: This AGREEMENT constitutes اور represents the entire Agreement between the Parties اور supersedes any priیا understاورings یا agreements, written یا یاal, between the Parties respecting the subject matter of this AGREEMENT. This AGREEMENT may be amended, supplemented یا ماہانہdified only upon an agreement in writing executed by all of the Parties. This AGREEMENT shall inure to the benefit of اور shall be binding upon the Parties اور their respective successیاs اور assigns. اگر any provision of this AGREEMENT shall be determined to be invalid, void یا illegal, such provision shall be construed اور amended in a manner which would permit its enfیاcement, but in no event shall such provision affect, impair یا invalidate any other provision in this AGREEMENT.

20.HEADINGS Fیا CONVENIENCE: As used in this AGREEMENT, captions اور paragraph headings are provided solely fیا convenience اور shall not be deemed to restrict, limit یا interpret the meaning of the text.

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

BROKER:

NiceNIC.NET

ای میل: suppیا[email protected]

Phone: 400-622-8200

FAX: (0756)3366385-806

ADDRESS: کمرہ 1704، ہانگ لنگ سینٹر پیٹرسن اسٹریٹ، کازوی بے، ہانگ کانگ