Domain Brokerage Agreement

DOMAIN BROKERAGE AGREEMENT

This DOMAIN BROKERAGE AGREEMENT (hereafter referred to as the “Agreement”) is entered into and is effective on 05/09/2024 (the “Effective Date”), by and between

(hereafter referred to as “Domain Owner”), and Brannans.com, LLC, a Georgia Limited Liability Company (hereafter referred to as “Company”). Domain Owner and Company may individually be referred to as a “Party” or collectively as the “Parties”.

RECITALS

WHEREAS, Company is in the business of marketing domains to various businesses and individuals interested in purchasing domains;

WHEREAS, Domain Owner is desirous of selling one or more internet domain names (“Domains”); and

WHEREAS, Company wishes to provide domain brokerage services to Domain Owner and Domain Owner wishes to sell one or more Domains using the services of Company, pursuant to the terms and conditions set forth herein.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and the terms and conditions set forth herein, the Parties hereby agree as follows:

2. TERMS AND CONDITIONS

1. DOMAIN(S); RESERVE PRICE(S). Domain Owner hereby agrees to sell the Domain(s) at or above the minimum reserve price(s) set forth in the table below.

2. TERM AND TERMINATION.

2.1. Term. The Parties agree that this Agreement will be effective upon the Effective Date and shall extend for three months from this date and may be renewed at the option of the Domain Owner for an additional three months.

2.2. Termination. The Agreement will terminate upon the successful sale of the Domain(s) or at the expiration of the above mentioned time periods. Any potential sales transaction initiated during the Term of this Agreement will automatically extend the Agreement until the said sale is completed and Company will be entitled to payment if the Domains are sold by Company while the Agreement is in effect. Because of the marketing efforts to be extended by Company in the marketing of the Domains, the Parties agree that this Agreement may not be terminated by either Party during the Term; provided, however, that a Party may terminate this Agreement immediately in the event of a material breach ofthis Agreement by the other Party or any affirmative act of insolvency by the other Party.

3. EXCLUSIVE BROKERAGE.

3.1. For and in consideration of the marketing efforts to be expended by Company, Domain Owner hereby grants to Company the exclusive right to auction and/or broker the Domain(s) during the Term of this Agreement. As such, during the Term of this Agreement, Domain Owner agrees not to use, appoint, hire, retain or engage any person or entity other than Company to act as Domain Owner’s agent, sales representative or in a similar capacity with respect to the Domain(s).

3.2. Agency Relationship. During the Term of this Agreement, Company shall act as the exclusive agent for Domain Owner and shall manage any actual or potential sale of the Domain(s), pursuant to the terms and conditions contained herein. The Parties specifically agree that in some instances Company may act as an agent for both Domain Owner and the buyer (“Buyer”) of one or more Domains from Domain Owner. Domain Owner hereby consents to Company acting as a dual agent for Domain Owner and Buyer only in certain situations where Company and Buyer are doing business at “arms’ length” and/or Company is not receiving any kick-back or other incentive to increase the negotiated purchase price of any Domain; provided, however, that Company shall disclose any such relationship to Domain Owner in advance of the consummation of any Domain purchase by Buyer.

4. OBLIGATIONS OF COMPANY.

4.1. Company shall provide exclusive brokerage services to Domain Owner and shall use its best efforts to market and promote the Domain(s) during the Term of this Agreement. Company shall exercise reasonable skill and care in representing and marketing the Domain(s) for Domain Owner.

4.2. Company, as Domain Owner’s exclusive broker and agent, shall market and promote the sale of the Domain(s), disclose to Domain Owner any potential sales leads generated by Company, any facts or information affecting the value of the Domain(s) learned by Company, and any offers to purchase one or more Domains.

4.3. Company shall market the Domain(s) via the Company’s newsletter, website (www.brannans.com, or the “Site”), Company auction, third party auction or other marketing methods Company may offer now or in the future.

4.4. Company shall use its best efforts to ensure that any third party offers are bona fide purchase offers for the Domain(s).

4.5. Company shall set up and manage any transaction at Escrow.com or another third-party escrow agency discussed and agreed upon by all parties.

5. OBLIGATIONS OF DOMAIN OWNER.

5.1. Domain Owner shall establish for itself an Escrow.com account, if it has not done so already, which shall be used by Domain Owner to facilitate the sale of the Domain(s) pursuant to this Agreement.

5.2. Domain Owner may not use the service of another broker for any of the Domains while this Agreement is in effect.

5.3. Domain Owner represents and warrants to Company that it is the lawful and exclusive owner and registrant of the Domain(s), that Domain Owner has full right and title to sell the Domain(s), and that no other party has any right or claim to the Domain(s). Moreover, no third party has made any claim against the Domain(s), and this warranty specifically includes that, to the knowledge of Domain Owner, the Domain(s) do(es) not violate another third party’s trademark rights. Should the Domain(s) infringe upon the rights of a third party, Domain Owner agrees to indemnify Company for any reasonable damages or costs incurred by Company due to any third-party claim against Company. Domain Owner hereby expressly declares that it is authorized to sign this Agreement.

5.4. Domain Owner agrees to complete the sale of one or more of the Domains if Company negotiates at least the minimum reserve price for the Domain(s) or if the Company negotiates a price that, if less than the minimum reserve price, is otherwise acceptable to the Parties and confirmed in writing (email sufficing) by Domain Owner; and if any sale includes a definitive agreement between Domain Owner and Buyer which includes the terms, conditions, representations, warranties and covenants normally found in such an agreement. The amount actually paid for the Domain(s) by any Buyer, before any taxes, fees or expenses, shall be the “Actual Sales Price”.

6. COMMISSION TO COMPANY.

6.1. Commissions Payable. Company shall use best effort to market and sell the Domains pursuant to this Agreement and Domain Owner agrees to compensate Company by the payment of a commission in the amount of 15% of the Actual Sales Price of each Domain less the escrow fees charged by Escrow.com (the “Commission”). Said Commission shall be paid without any discount or allowance for any sales and marketing efforts made by Domain Owner or by any other person in connection with the sale of the Domains. Company shall be paid the Commission regardless of the source or development of the Buyer. In consideration of the services to be performed by Company, Domain Owner agrees to pay Company the Commission. Domain Owner shall arrange for the Commission to be deducted from the payment made by the Buyer through the automatic features available through Escrow.com.

6.2. Commission Payment.

6.2.1. Company acknowledges and agrees that Domain Owner will only accept bank wire in United States Dollars to be sent to Escrow.com for the purchase of the Domain; and that the Actual Sales Price shall not include the value of any other consideration that a potential buyer desires to pay, barter or exchange for the Domain(s).

6.2.2. Domain Owner and Company agree to use Escrow.com to complete any Domain transaction. Domain Owner agrees that Company will be paid its Commission from the proceeds held by Escrow.com, as further set forth in Section 6.1 above. Domain Owner shall have no obligation to transfer any Domain or pay any Commission until Escrow.com has received and confirmed receipt of the full Actual Sales Price payment from Buyer. Upon completion and verification of the transfer of the Domain(s) to Buyer, Domain Owner shall authorize Escrow.com to release the Commissions earned by Company directly to Company.

7. MISCELLANEOUS PROVISIONS.

7.1. Publication Rights. Domain Owner agrees that Company shall have the right to publish the name of any Domain sold as well as the respective purchase price on the Site or in other places for reference purposes.

7.2. Relationship of the Parties. Company is retained hereunder as an independent contractor and nothing herein contained shall create an employer/employee, partnership or joint venture relationship between the Parties.

7.3. Confidentiality. Each Party agrees that it shall not disclose the terms of this Agreement to any person or persons except as required by applicable law or compelled by a court of competent jurisdiction. Notwithstanding the foregoing, this provision shall not apply to disclosures made by either Party to their agents, employees and advisors to whom such disclosure is necessary in order to perform pursuant to this Agreement.

7.4. Force Majeure. Both Parties hereto shall be excused from the performance of its obligation under this Agreement in the event such performance is prevented by causes beyond the control of a particular Party, including without limitation, unforeseen circumstances causing the disruption of services provided through Company’s website; disruption of services provided via the Internet; disruption of access to Company’s Site; acts of God; acts, regulations or laws of any government; war; civil commotion; destruction of service facilities or materials by fire, earthquake or storm; epidemics; labor strikes; and failure of common carriers, and such performance shall be excused; provided, however, that if any such Force Majeure event continues for more than one month, Domain Owner may terminate this Agreement.

7.5. Attorneys’ Fees and Costs. In connection with any litigation arising out of this Agreement, the prevailing Party shall be entitled to recover all costs incurred, including reasonable attorney’s fees, for services rendered in connection with such litigation, including appellate proceedings and post-judgment proceedings.

7.6. Disclosure of Relevant Information. Domain Owner and Company specifically acknowledge and understand that if either Domain Owner or Company knows of any information materially affecting the value of the Domains, whether said information is readily discernible or publically available, Domain Owner or Company, as applicable, shall disclose these facts to the other Party.

7.7. Notices. Any notice required or permitted to be delivered pursuant to this Agreement must be delivered by facsimile, U.S. Mail, certified or registered mail, or overnight courier, and addressed as set forth below the signature line of the Party to whom notice is being given, or to such other address as the Parties may from time to time designate by notice in writing to the other Party.

7.8. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Georgia, without respect to its conflict of laws provisions. Venue for any litigation or other dispute resolution arising under, or in connection with, this Agreement shall be in the state and federal courts located in Fulton County, Georgia. The Parties agree to confer jurisdiction for any and all actions concerning this Agreement, upon the state and federal courts located in Fulton County, Georgia.

7.9. Entire Agreement. This Agreement constitutes and represents the entire agreement between the Parties and supersedes any prior understandings or agreements, written or oral, between the Parties respecting the subject matter of this Agreement. This Agreement may be amended, supplemented or modified only upon an agreement in writing executed by all of the Parties. This Agreement shall inure to the benefit of and shall be binding upon the Parties and their respective successors and assigns. If any provision of this Agreement shall be determined to be invalid, void or illegal, such provision shall be construed and amended in a manner which would permit its enforcement, but in no event shall such provision affect, impair or invalidate any other provision in this Agreement.

7.10. Amendments. No amendment of this Agreement shall be valid unless set forth in a writing signed by both Parties.

7.11. Liquidated Damages. In the event of a material breach of this Agreement by Domain Owner or in the event Domain Owner sells the Domain(s) directly to a buyer or through any person or entity other than Company during the Term of this Agreement, Company shall be entitled to terminate this Agreement immediately and receive the Commission based on the minimum reserve price or the actual sales price, whichever is greater, as liquidated damages. Domain Owner and Company acknowledge that any damage to Company due to the foregoing would be difficult to determine and agree that the foregoing liquidated damages are fair and adequate to compensate Company in any such event. 7.12. LIMITATION OF WARRANTY AND LIABILITY. ALL SERVICES BY COMPANY ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, BOTH PARTIES DISCLAIM ANY AND ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND TITLE, AS WELL AS ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. COMPANY DOES NOT WARRANT OR GUARANTY THAT THE SERVICES WILL RESULT IN THE SALE OF THE DOMAIN(S) NOR DOES COMPANY GUARANTEE THAT THE BROKERAGE SERVICES WILL OPERATE WITHOUT FAULT, ERROR OR INTERRUPTION. EXCEPT FOR ANY DAMAGE CAUSED BY COMPANY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR RECKLESSNESS, DOMAIN OWNER’S SOLE AND EXCLUSIVE REMEDY FOR FAILURE TO PROVIDE THE SERVICES PROMISED HEREIN IS TO TERMINATE THIS AGREEMENT. EXCEPT AS EXPLICITLY SET FORTH HEREIN, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, FOR THE LOSS OF DATA, BUSINESS INTERRUPTION OR LOST PROFITS, THAT IN ANY WAY ARISE OUT OF OR RELATE TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF RELIEF, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED TO THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF ANY CLAIM OR FINDING THAT A REMEDY SUFFERS A FAILURE OF ITS ESSENTIAL PURPOSE.

7.13. WAIVER OF JURY TRIAL. THE PARTIES HEREBY UNCONDITIONALLY WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY AND ALL CLAIMS OR CAUSES OF ACTION ARISING FROM OR RELATING TO THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT A RIGHT TO A JURY TRIAL IS A CONSTITUTIONAL RIGHT, THAT THEY HAVE HAD AN OPPORTUNITY TO CONSULT WITH INDEPENDENT COUNSEL, AND THAT THIS JURY WAIVER HAS BEEN ENTERED INTO KNOWINGLY AND VOLUNTARILY BY ALL PARTIES TO THIS AGREEMENT. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. THIS SECTION SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT.

7.14. Assignment. Neither Party may assign or transfer this Agreement, either in whole or in part, without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, either Party may assign this Agreement, without the prior written consent of the other Party, if such assignment is to: (i) a person or entity which, directly or indirectly, through one or more intermediaries, is controlled by, controlling, or under common control with, the assigning Party, or (ii) a person or entity that has acquired all or substantially all of the assigning Party’s assets as a successor to the business of the assigning Party (whether by way of merger, reverse merger, consolidation, sale and purchase of assets or otherwise), and such person or entity has agreed in writing prior to the effective date of such assignment to be bound by and to perform in accordance with this Agreement as if it were the assigning Party. Any attempted assignment in violation hereof shall be void.

7.15. Survival of Obligations. The obligations of the Parties under this Agreement that by their nature would continue beyond termination or expiration of this Agreement, including without limitation all liabilities and obligations that have accrued prior to such termination or expiration, shall survive, and each Party shall also retain any and all rights that it may have under applicable law.

7.16. Severability. Should any provision of this Agreement be held to be void, invalid, or inoperative, the remaining provisions of this Agreement shall not be affected and shall continue in effect and the invalid provision shall be deemed modified to the least degree necessary to remedy such invalidity and maintain the Parties’ original intent.

7.17. Headings and Counterparts. As used in this Agreement, captions and paragraph headings are provided solely for convenience and shall not be deemed to restrict, limit or interpret the meaning of the text. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Photocopies, signatures reproduced by mechanical, digital or other means, and/or facsimile transmittal signature pages, may be used instead of originals.

7.18. Recitals. The recitals first mentioned above are true and correct and hereby incorporated into this Agreement as if fully restated herein. IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed by their duly authorized representatives as of the Effective Date first written above.

Legal Name: David Clements
Title: President
Company: Brannans.com, LLC
Email: david@brannans.com
Phone: +1.404.400.4400 x 885
Address: 3941 Holcomb Bridge Rd, Ste 300
Peachtree Corners, GA 30092 USA