Business Domain Document

BUSINESS DOMAIN AGREEMENT

This Business Domain Agreement ("Agreement") is entered into as of by and between:

RECITALS

WHEREAS, Service Provider is engaged in the business of providing domain management, registration, transfer, and related technical and administrative services and possesses the expertise, personnel and systems necessary to perform the services described in this Agreement; and

WHEREAS, Client desires to retain Service Provider to provide domain-related services on the terms and conditions set forth herein, and Service Provider desires to accept such engagement on those terms; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows.

SCOPE OF WORK

Service Provider will perform domain-related services for Client which may include domain registration, renewal management, technical configuration (DNS, SSL facilitation), transfer coordination, escrow or custody arrangements where applicable, and administrative support as described below. Service Provider shall perform services in a professional manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Service Provider for the services described above as follows:

Invoices are due within days of invoice date. Late payments shall incur interest at the rate of on the outstanding balance, compounded monthly, or the maximum rate permitted by law, whichever is lower. Client is responsible for any collection costs, including reasonable attorneys' fees, incurred by Service Provider to collect overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and continue in effect until the End Date or until earlier terminated in accordance with this section.

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to termination. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and costs incurred up to the effective date of termination.

CONFIDENTIALITY

For the purpose of this Agreement, "Confidential Information" means nonpublic information disclosed by one party to the other, whether in writing, orally, visually, or electronically, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, pricing, source data, technical specifications, account credentials, domain registration details, and customer information.

Each receiving party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except as expressly permitted by this Agreement, and (c) use Confidential Information solely to perform its obligations under this Agreement. The foregoing obligations do not apply to information that: (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was in the receiving party's lawful possession prior to receipt; (iii) is rightfully received by the receiving party from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The obligations set forth in this section shall continue for years following termination or expiration of this Agreement. Upon request, the receiving party shall return or destroy the disclosing party's Confidential Information, except as required to maintain compliance records as permitted by law.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S BREACH OF CONFIDENTIALITY, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SERVICE PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, losses, liabilities or expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement, negligence, or willful misconduct. The indemnified party shall provide prompt written notice of any claim and cooperate reasonably in the defense and settlement of such claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located within that State for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any modification or amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Notices required under this Agreement shall be in writing and delivered to the addresses provided above or to such other address as a party may designate in writing. If any provision of this Agreement is held to be unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship.

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