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    Brokerage Terms

    Below are the Terms of our Brokerage Service.  Please acknowledge you have read and accept these terms before submitting our Brokerage Form.

    Rocmary LLC Domain Name Brokerage Terms

    Terms

    1. Grant.

    .       (a)  Owner hereby grants to Broker, during the Term of this Agreement, the exclusive right to represent Owner throughout the world with respect to the advertisement, offer and sale of the Domain Name to prospective Buyer(s).

    .       (b)  In this regard, Broker shall be authorized to present and negotiate a sale with a Buyer using an agreement approved by Owner and pursuant to terms and conditions previously approved by Owner. Owner may approve a cash sale of the Domain Name that is at or above the price entered on the Lowest Acceptable Sale Amount field on our brokerage form.

    1. Term. This Agreement and the provisions hereof, except as otherwise provided, shall be in full force and effect commencing on the date of execution by both parties and shall extend for a term of 180 days thereafter (“Term”). This Agreement may be renewed for additional 180 day terms upon mutual consent of both parties in writing.
    2. Duties and Obligations.(c) Owner

    (1) If desired, Owner will allow Broker to create a For Sale page for the Domain Name with Broker’s contact information listed or if the current web site stays up, broker’s contact information will be posted on the web site to direct interested Buyer’s to Broker.

    .       (2)  Owner will promptly inform Broker of all past or future prospects and require prospects who try to contact Owner directly to submit any offers or negotiate directly with Broker.

    .       (3)  Owner will make himself reasonably available to discuss strategy, offers, terms and other relevant information required to enable Broker to fulfill his duties under this Agreement.

    .       (4)  Broker will not be responsible for any legal fees and legal costs necessary to complete the transaction, including but not limited to preparation, review and final negotiation of a Domain Name Purchase Agreement.

    (d) Broker

    (a) Researching the Domain Name market and the industry that the Domain Name is a part of (i.e. activities related to the Internet).

    (b) Valuing the Domain Name and in conjunction with Owner assisting in the determination of an opening asking price and bottom line sales price.

    (c) Identifying target market(s) and presenting the Domain Name to the marketplace.

     

    1. Independent Contractors.

    .       (e)  Broker shall be deemed an independent contractor and nothing contained herein shall constitute an arrangement to be an employee, joint venture, or partnership.

    .       (f)  Broker shall be solely responsible for and shall hold Owner harmless for any and all claims for taxes, fees, or costs, including but not limited to withholding, income tax, FICA, and workmen’s compensation.

    .       (g)  Broker shall have the right to engage the services of its employees, agents, contractors or brokers (“Assistants”) to assist Broker in the rendering of the services herein, provided that (i) Broker remains responsible and liable for the performance of the services required under this Agreement; and (ii) unless explicitly agreed by Owner in writing, no additional compensation shall be due to such Assistants by Owner, and Broker shall be responsible for any and all fees incurred in connection with the services rendered by such Assistants.

    1. Compensation.

    (h) In consideration for the services rendered by Broker, Owner agrees to and shall pay Broker a commission of

    .       (1)  Subject to the conditions herein specified, Broker shall use his best efforts during the Term of this Agreement to find and negotiate a sale of the Domain Name.

    .       (2)  Broker will use his expertise, contacts and resources to assist Owner in developing an appropriate strategy for selling the Domain Name including but not limited to:

    – 15% of the final sales price of the Domain Name(s) being brokered.

    .       (i)  All payments from a Buyer for the Domain Name shall be paid directly to escrow (if escrow is opened), or directly to Owner if no escrow was opened. If no escrow was opened, then within ten business (10) days after the funds are free and clear to the Owner, Owner shall remit the Commission to Broker. Otherwise, Broker’s Commission shall be paid concurrently with any payments to Owner by and through escrow.

    .       (j)  After termination of this Agreement, Broker shall within ten business (10) days provide Owner with a list of no more than 25 Buyers which Broker had contacted on behalf of Owner during the Term of this Agreement that expressed an interest in the Domain Name. Should Owner enter into a sale agreement with any such Buyer listed on Broker’s list within 3 months after the termination of this Agreement, Broker shall be entitled to his full Commission, and for which Broker would have received a Commission had the Agreement been extended and not terminated.

    1. Representations and Warranties of Owner.

    (k) Owner represents and warrants that:
    (1) It is the owner of all rights in and to the Domain Name, and that it has the right and power to license and/or sell such Domain Name.
    (2)No other party has any rights of registration in, or otherwise has made any claim to, the Domain Name.
    (3)When sold, the Domain Name is being transferred to Purchaser free and clear of any liens and/or encumbrances.
    (4)It has not granted anyone else the right or authority to act for it in a manner which would conflict with Broker, and this Agreement does not conflict with any other agreement or obligation by which the Owner is bound.

    (b) Owner hereby agrees to defend, indemnify, and hold Broker, and its shareholders, directors, officers, employees, agents, parent companies, subsidiaries, and affiliates, harmless from and against any and all claims, liabilities, judgments, penalties, and taxes, civil and criminal, and all costs, expenses (including, without limitation, reasonable attorney fees and expert witness costs) incurred in connection therewith, which any of them may incur or to which any of them may be subjected, arising out of or relating to a breach of Owner’s representation and warranty.

    1. Notices.

    (c) Any notice required to be given under this Agreement shall be in writing and delivered to the other designated party via e-mail.

    (d) Either party may change the address to which notice or payment is to be sent by written notice to the other party pursuant to the provisions of this paragraph.

    1. Termination.

    .       (e)  This Agreement may be terminated by either party upon thirty (30) days written notice to the other party.Miscellaneous.

    .       (f)  Successors. The provisions of the Agreement shall be binding on and shall inure to the benefit of the parties hereto, and their heirs, assigns, and successors.

    .       (g)  Representation by Attorney and Accountant. Each party has been (or has had the opportunity to be) fully advised by their attorney and/or accountants as to the contents hereof, and executes the same as their own free act.

    .       (h)  Execution and Delivery of Documents. Each party to this Agreement agrees to perform any further acts and execute and deliver any documents that may be reasonably necessary to carry out the provisions of this Agreement.

    .       (i)  Assignability of the Agreement. This Agreement may not be assigned without the prior written consent of the other party; provided such consent shall not be unreasonably withheld.

    .       (j)  Attorneys’ Fees. If any action, claim or otherwise is brought to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs, and necessary disbursements in addition to any other relief to which it may be entitled.

    .       (k)  Choice of Law and Forum. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Florida, excluding its laws relating to conflicts of laws. Jurisdiction and venue for any action shall be in the City of Miami.

    .       (l)  Severance. If any provision of this Agreement is held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of this Agreement shall be interpreted as if such provision was so excluded and shall be enforceable in accordance with its modified terms.

    .       (m)  Counterparts. This Agreement may be executed in counterparts.

    .       (n)  Signature By Facsimile. This Agreement may be executed by the parties and transmitted by
    facsimile. A facsimile signature of a party shall be binding as an original.

    .       (o)  Waiver. No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.

    .       (p)  Entire Agreement. This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements between the parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents, which may conflict with this Agreement.