Exclusive Brokerage Agreement
This Exclusive Brokerage Agreement (EBA) is by and between Domain Assets LLC – located at 2690 NE 46th Street Lighthouse Point FL. 33064 (hereinafter referred to as “Broker” or “DA”) and –
Located at ______________ (hereinafter referred to as “Seller”) and is made and effective as of the later of the date on which it is signed by DA and Seller (the “Effective Date”).
WHEREAS, the Buyer, the Seller, and the Brokers may also be referred to herein individually as a "Party" and collectively as the "Parties";
Exclusive Brokerage Service: DA will provide lead generation; marketing; and exclusive domain brokerage services to Seller pertaining to the digital asset(s) below:
Domain Names Minimum Reserve Price Asking Price
Commission Percentage: 20%
Exclusive Brokerage Term: 24 Months from the Effective Date
When a sale occurs, DA will be compensated pursuant to the commission schedule illustrated above, which is to be paid directly to DA from Seller’s proceeds. The broker’s commission could be split 50/50 with another broker if required to complete a transaction at or above the reserve price. DA will aggressively market the digital asset(s) listed above for during the exclusive term, whereas only DA brokers or individuals approved by DA can market the digital asset(s).
In selling Domain name(s) and any Digital Asset(s), DA shall:
Use commercially reasonable efforts to solicit offers from qualified, and unrelated third party Buyers at or above the Reserve Prices;
Not consummate the sale of a Digital Asset on Seller's behalf until the Reserve Price has been satisfied and an offer has been accepted in writing by Seller;
Obtain Seller’s written consent before reducing or changing the Reserve Price of any Digital Asset in the event that the Reserve Price has not been met.
Not offer a Digital Asset for sale in an amount less than Reserve Price unless Seller has first given its written approval;
Work in good faith with Seller to increase the price of the assets through competition & negotiation and quickly resolve disputes, if any arise;
Perform its responsibilities in a diligent, competent and professional manner; and
Refrain from bidding, either directly or via an agent, on any Domain(s) or Digital Assets.
“Reserve Price" means the minimum price that the Seller is willing to accept and which includes all sales commissions and fees.
In order to sell a Digital Asset through Private Brokerage, Seller shall:
Provide DA with complete and accurate information regarding Seller, the Domain Name(s), and other such information the parties may reasonably request from time to time in order to permit Broker to perform its duties hereunder;
Disclose to DA any adverse material facts known to Seller regarding the Domains that Seller becomes aware of;
Not submit any Domains for sale or that Seller (i) knows to infringe upon or knowingly violate the intellectual property rights of other person, (ii) does not have right, title and interest to, or the authority to sell to third parties free and clear of all liens, claims, encumbrances, licenses and security interests, or (iii) knows are subject to pending or threatened litigation, arbitration, claims, disputes or other legal proceeding;
Refer to DA any future, bona fide offers or inquiries from any third parties who may contact Seller during the Exclusive Period and express an interest in acquiring the Domain name(s) / Digital Assets(s);
Assist DA with the marketing and sale of the Domains as may reasonably be requested (such assistance shall be at DA’s sole expense unless Seller provides express written authorization in advance);
For a period of Ninety (90) days following the termination of the Exclusive Brokerage Term, Seller shall not knowingly and intentionally contact or attempt to contact, solicit or attempt to solicit, enter into or attempt to enter into any agreement, with individuals or entities that were contacted by DA or a DA’s partners/brokers and which were identified to Seller in writing as a potential purchaser during the exclusive brokerage Term. DA shall provide a list of potential purchasers approached pursuant to this clause within ten (10) days of the termination of the exclusive brokerage term. In the event that a digital asset is sold by Seller in violation of the continuing obligation provisions above, then DA shall be entitled to receive its full commission.
If Brokers present a bona fide offer equal to or greater than the Minimum Reserve Sale Price and advises Seller to accept such offer, and Seller declines or fails to consummate the transaction, Brokers shall be deemed to have fully performed its obligations and the commission shall become immediately due and payable by Seller within ten (10) days.
Escrow Procedure: All Digital Assets sold through DA services will be transacted through a designated escrow or transfer service (such as Escrow.com; ESQwire.com; or DN.com); or whichever credible Escrow Service the Seller designates.
Expiration: The Terms of this Agreement will continue until such time it is mutually agreed to cancel the agreement. The Seller and Broker agree to give thirty (30) days advance notice in writing when either Seller or Broker wish to terminate the exclusive brokerage term.
Governing Law: This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Florida – Palm Beach County.
Dispute Resolution: In the event of any dispute arising under the terms of this Agreement, exclusive jurisdiction to determine said disputes shall be submitted for resolution to the American Arbitration Association located in Palm Beach County, Florida in accordance with its expedited rules of commercial arbitration. The prevailing party in any proceeding for collection or dispute resolution shall be entitled to recover its costs and expenses, including reasonable attorney’s fees.
Modification: This Agreement may only be modified, amended, or otherwise changed (including this section hereof) by an instrument in writing signed by DA and Seller.
Successors and Assigns: This Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties and their respective permitted successors and assigns. Neither Party may assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the other Parties.
Counterparts: This Agreement may be executed in counterparts, each of which digital copies shall be deemed as an original and all of which shall constitute one and the same document.
Exchange of Signatures: Executed signatures of the parties to this Agreement may be exchanged by telecopy, facsimile, electronic, or any other medium, and shall be deemed to be the same when so exchanged as the original signed copies hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the last date set forth below.
| By: | By: | Domain Assets LLC/John Mauriello | ||
| Title: | Title: | Managing Partner | ||
| Signature: | _______________________ | Signature: | ______________________ | |
| Date: | _______________________ | Date: | ______________________ |
