BROKERAGE AGREEMENT v3.02
as the Broker
as the Customer
BROKERAGE AGREEMENT BA-DATE
This Brokerage Agreement ("Agreement") is dated DATE ("Effective Date") and is between:
COMPANY_NAME licensed in COMPANY_COUNTRY and having a place of business at COMPANY_ADDRESS (“Customer”) and
V4Escrow LLC licensed in USA and having a place of business at MERCHANT_ADDRESS (“Broker”).
Each is referred to individually as “Party” and collectively as “Parties”.
Whereas, Customer agrees to enter into this Agreement with Broker to have Broker arrange for the transfer of the license to use and transfer the IP addresses or AS Numbers (“Assets”) which have been listed or will be listed for sale on the https://www.v4escrow.com website (“Site”) and to facilitate the transfer and registration of the Assets upon the terms and conditions set forth in this Agreement.
Whereas, Customer can both Sell and Buy Assets on the Site as soon as this Agreement is signed.
Now, therefore, in consideration of the mutual promises and covenants set forth herein and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties here to agree as follows:
Article 1. Duties of Broker and Customer:
Duties of Broker:
Broker will provide access to the Site and will facilitate the transfer of the Assets. Broker shall use reasonable efforts to bring about the transfer of the Assets between a Seller and a Buyer. In addition, Broker shall generate a due diligence report which will be available on the Site and will be provided to any registered Company to help that Company decide to sell or buy the Assets. Broker shall use reasonable efforts to provide all the template documents required by the Regional Internet Registries “RIRs” for the transfer of the Assets. When RIR documentation needs to be signed, Broker shall send that documentation via DocuSign for electronic signatures. Broker shall work on improving the Site by attempting to automate the steps in the transfer process as much as possible.
Duties of the Customer:
- a) The Seller will act in compliance with the policies of the RIR that has allocated the Assets and the Buyer will act in compliance with the policies of the RIR where the Assets will be transferred.
- b) The Customer understands that upon a fully completed sale, the RIR(s) will update registration records to accurately reflect the new owner of the Assets.
- c) The Customer shall only have direct contact with the Broker. The Customer understands and agrees not to attempt to contact any other company or individual registered on the Site without prior approval from the Broker. Broker shall provide answers to any questions received from any Customer. If other companies attempt to buy the Asset during the time it is listed on the Site, the Customer shall direct those companies to the Asset available for sale on the Site. Customer understands that any attempt to contact another customer of the website will be considered a breach of this Article and, regardless of whether the transaction completes or not, the Seller may be issued an invoice for the Commission, as defined in Article 5 of this Agreement, which will be due and payable to the Broker. Seller Assets can be withdrawn from the Site after 6 months of listing. Selling Price can be updated by the Broker at the request of the Seller listing it.
Article 2. Price
Upon a completed sale, the price of the Assets (“Transaction Price”) specified on the Site shall be allocated as follows: (i) Commission payable by the Buyer to Broker as per Article 5 hereof (the “Commission”), (ii) escrow fee (if any) payable by the Buyer to the Escrow Agent and (iii) the balance “Net Sales Proceeds” payable to the Seller. Buyer or Seller may receive a transfer fee invoice from their RIR, and such fee is payable by the Customer receiving the invoice.
If one or more Co-Brokers are involved, their commission shall be initially added to the Broker’s Commission and shall be payable to Broker. Broker upon receipt of an invoice for a Co-Brokerage Commission from a Co-Broker shall pay that invoice only if the transfer is confirmed by both the Seller and the Buyer and the Commission has been paid to the Broker. The Co-Brokers’ commission, if any, shall be transparently shown on the invoices issued by Broker to the Buyer and on the Site.
Article 3. Commission
Broker shall be paid a Commission calculated as a percentage of the Transaction Price. This Commission shall be paid by the Buyer. By default, the Commission is between 4% and 6% depending on the size of the transaction.
Some Buyers and Co-Brokers may receive a discount after successfully completing some milestones on the Site. Broker will update the Commission and will notify the Buyer every time the Commission has changed.
The Commission shall be transparent to all parties during the process. The Seller will see the default commission for the block at the time of the listing. The Buyer will see the standard or preffered commission at the time of purchase.
Once the transfer is confirmed by the RIR(s), Broker shall be entitled to the Commission and Broker will either (i) deduct the Commission and send the balance to the Seller or (ii) if escrow is used, the escrow transaction was already made such so the Broker will receive the Commission from the Escrow Agent.
Article 4. Term and Cancellation:
This Agreement shall be effective as of the Effective Date and shall automatically renew for six months increments unless either party gives notice to the other as herein set forth. Either Party may terminate this Agreement upon 30 days’ prior written notice to the other Party; provided, however, all sections of this Agreement relating to the rights and obligations of the Parties concerning Confidential Information and the Non-Circumvent clause as defined in this Agreement shall survive the expiration or earlier termination of this Agreement.
Article 5. Non-Circumvent
The Parties agree not to circumvent each other in any way, but specifically and without limitation by entering a sale/purchase of Assets listed on the Site without the knowledge and consent of Broker, thereby depriving it of its commission. Broker may introduce Customer to companies that are interested in selling or buying rights to the Assets as well as to the companies’ employees, vendors, business associates, and clients (collectively “Potential Customer”). Customer acknowledges and agrees that the identities and contact information of such Potential Customer are property and Confidential Information and are an asset of Broker, and Broker retains ownership of each such referral and that Customer and/or their employees, agents, vendors, business associates or clients may not deal directly or indirectly with any Potential Customer without the written consent of Broker. In the event the Customer and/or their employees, agents, vendors, business associates or clients have any unauthorized dealing with a Potential Customer and/or enter a transaction with a Potential Customer that has the effect of circumventing the Broker’s Commission, then Customer will be responsible to pay the Broker’ s Commission as defined in this Agreement, regardless of Broker’s involvement in the transaction. The provisions of this Article shall survive the cancellation or cessation of the relationship between the Parties for a period of two (2) years.
Article 6. Disclosure.
All information that will be provided by the Customer to Broker will be relied on by Broker to be complete and accurate in the exchange, analysis and discussion of the transfer. Broker will not conduct independent investigation to verify the accuracy and completeness of the information provided to it by the Customer. Thus, all the information is provided in "AS IS" condition, and no warranty or representation, express or implied, is made as to the completeness, accuracy, performance, or reliability of such information. Each Party shall use and rely on the Information of the other Party at its sole risk and expense.
Article 7. Confidential Information.
The Parties understand that this transaction will involve the exchange or transfer of Confidential Information from one Party to the other that will include information exchange, analysis and discussion of the sale, transfer, lease, and/or registration of the Assets. The Parties want to prevent the disclosure of Confidential Information to third parties. The confidential information policy is set forth in the in the link below. https://www.v4escrow.com/confidential-information-policy
The terms of the confidential information policy are incorporated here with full force and effect.
Article 8. Transaction and Transfer Process:
- Due Diligence Report.
As soon as an Asset is listed on the Site, the Broker shall generate a due diligence report, available on the Site, that will include:
- current Whois details,
- active BGP sessions,
- the current blacklist status,
- whois history, where available,
- transfer history,
- routing history,
- current geolocation details,
- other details it may consider to be relevant to the Customer.
2. Transaction Price Transfer & Confirmation
Within 15 (fifteen) days of the invoice issuance date, Buyer shall pay the Transaction Price via bank wire of readily available funds and shall promptly inform Broker of such wire transaction.
Upon receipt of such Transaction Price, Broker shall confirm receipt of the Transaction Price to all the Parties involved in the transfer of the Assets.
If Buyer chooses to make payment via escrow.com, it will also pay 100% of the Escrow Fees for the escrow transaction. In that case, the Escrow Agent will confirm to Broker when full payment is received.
- IPv4 Address Prefix Transfer
Within 2 (two) business days of such Transaction Price receipt confirmation, Broker shall generate the RIR templates and send these for signatures via DocuSign to the Customers. Once the documents are signed, Broker shall request the Customers to initiate and confirm the transfer of the Assets by requesting their RIR(s) to process the transfer (“Transfer”). Broker will make reasonable efforts to facilitate the Transfer of the Assets as soon as possible after the Effective Date.
- Transfer Confirmation
Within two (2) days of Broker receiving confirmation of the Transfer's successful completion, Broker shall notify the Customers promptly and give the Customers two (2) days to contest the Transfer’s successful completion.
- Release of Sale Proceeds
Within two (2) days of such Transfer Confirmation, Broker shall initiate the release of the Transaction Price by (i) requesting the Seller to issue the invoice for the Net Sales Proceeds and (ii) Broker’s receipt and retention of its Commission upon ascertaining such RIR Transfer completion; and neither Customer shall object thereto.
If the Assets do not Transfer successfully within 180 days of the Effective Date or if any party takes more than 60 days to get the RIR approval, Broker shall notify the Parties, shall cancel the transfer, and shall evaluate which Customer has not managed to complete the RIR approval process. The Customer who has not completed the RIR approval process will have to pay a Non-Completion Fee of 50% of the standard Commission.
Article 9. Assignment.
Neither Party may assign or transfer any rights or obligations under this Agreement without the prior written consent of the other Party.
Article 10. Controlling Law.
This Agreement shall be governed by, interpreted, and enforced under the laws of Clark County, Nevada, USA without giving effect to its conflict of law’s provisions. Any litigation between the Parties shall be conducted exclusively in the state and federal courts in Nevada, and any arbitration or similar proceeding shall be conducted exclusively at a location within such state. Each Party consents to the jurisdiction and venue of the courts described above.
As part of this broker contract, Broker will facilitate a sale of the Assets in compliance with the laws, rules and regulations of the State of Nevada and any other state, local, federal, or international laws applicable to Broker’s activities hereunder. Parties agree to comply with all U.S. and international laws and regulations regarding the sale of the Assets.
Any provision or provision of this Agreement that in any way contravenes the law of any state or country in which this Agreement is effective shall, in such state or country to the extent of such contravention of law be deemed separable and shall not affect any other provision of this Agreement or its validity.
Article 11: LIMITATION ON LIABILITY AND ATTORNEYS’ FEES.
EXCEPT IN THE EVENT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS OR SPECIAL, INCIDENTIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND, REGARDLESS OF THE NATURE OF THE CLAIM OR WHETHER SUCH DAMAGES WERE REASONABLY FORSEEABLE.
In the event of any dispute or legal proceeding arising out of or relating to this Agreement, each Party is solely responsible for their own costs and expenses, including but not limited to costs of investigation, attorney fees, and litigation expenses, in connection therewith, regardless of which Party prevails.
Article 12. Notice.
Any notice, demand, or request required or permitted under this Agreement shall be given in writing at the addresses set forth below by personal service, by overnight service from a nationally recognized courier, or by United States mail, certified with return receipt requested and postage prepaid, via the comment section of the Site or via e-mail with verified delivery and read receipt. Notice shall be sent:
If to Customer: COMPANY_ADDRESS
If to V4Escrow: MERCHANT_ADDRESS
A Party may change its address for notice by delivering notice of the new address to the other Party as required above. Any notice, demand, or request shall be deemed received: (a) if sent by personal service, when such personal service is effected; (b) if sent by overnight service from a nationally-recognized courier, on the business day immediately following timely deposit with the courier; and (c) if sent by United States mail, 10 business days following deposit in the mail; (d) if sent via e-mail, when delivery and read receipt is verified by the recipient and (e) if posted on the Site as a comment or article.
Article 13. Taxes.
The Parties agree that each will be solely responsible for their own tax responsibilities that will be incurred as part of this transaction. Broker makes no representations and assumes no responsibility for the potential tax liabilities of the Customer that may arise from the sale or purchase of the Assets.
Article 14. Miscellaneous:
- The Customer and Broker, shall each, at its own expense in its respective countries, take such steps as may be required to satisfy any laws or requirement with respect to declaring, filing, recording or otherwise rendering this Agreement valid.
- Force majeure. Failure of either Party to make good on this Agreement due in whole or in part by act of God or of the public enemy, fire explosion, perils of the sea, flood, drought, war, riots, civil insurrection, sabotage, governmental priority requisition or shortage or failure of supply of materials or labor or strikes or other labor trouble, of any occurrence, act, or cause beyond the control of the Parties shall be excused. Such Party shall have no obligation or liability whatsoever arising out of or in connection with any such failure, which is beyond reasonable control of the Party.
- No License. This Agreement does not grant, and shall not be construed as granting, to either Party, a license or any rights under any patent, trademark, copyright, or trade secret of the other Party beyond that which is necessary for this Agreement.
- Counterparts. This Agreement may be signed, in ink or electronically, in one or more counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument.
- Binding Effect; No Third-Party Beneficiaries. Except as otherwise provided to the contrary, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their successors and assigns. No other person has any rights, interest, or claims hereunder or is entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.
- Remedies: Disclosing Party may seek injunctive relief in addition to the legal remedies if there is a violation of this Agreement by the Receiving Party.
- Broker does not warrant that the Site will function timely, secure, and uninterrupted. Upon receiving a written request from the Customer, Broker shall make reasonable efforts to maintain the Site functional and to timely correct any of its functions reported as broken by the Customer.
- Entire Agreement. This Agreement contains the entire Agreement between the Parties and supersedes all prior understandings and agreements, whether oral or written. No modification of this Agreement shall be valid unless such modification is in writing and signed by the Parties hereto.
The Parties have signed this Agreement on the date set forth in the first paragraph of this Agreement.
By: Elvis Daniel Velea
Its: Chief Executive Officer