CRICK ET.COM LEASE AND TRANSFER AGREEMENT
THIS AGREEMENT is made this 20th day of August 2009 (" Effective Date") between DOMAIN HOLDINGS INC. (formerly named Communicate.com Inc.), a corporation incorporated under the laws of Alberta having an office at 375 Water Street, Suite 045, Vancouver, Canada (" Vendor "), and GLOBAL CRICKET VENTURES LIMITED a private limited company with registered address at 4th Floor, Ebene Skies, Rue de I’institut, Ebene, Mauritius (“Purchaser”).
A. WHEREAS Vendor is the registrant of the Internet domain name <cricket.com> (the "Domain Name - ) and the owner of the website located at www.cricket.com together with all associated content, copyrights, trademarks, images, text, logos, advertising and affiliate contracts, service contracts, and goodwill (the “ Cricket Website ”) .
B. AND WHEREAS Purchaser desires to acquire various rights and digital assets relating to the sport of cricket, including the Domain Name, the Cricket Website and the IPL rights held by Vendor's affiliate, Global Cricket Venture Pte. Ltd ("GCV").
C. AND WHEREAS Vendor has agreed to sell to Purchaser the Domain Name and the Cricket Website as provided in this Agreement, subject to Purchaser's simultaneous execution of that certain Assignment and Assumption Agreement with GCV ( the “ Assignment Agreement ”) pursuant to which GCV shall assign to Purchaser the IPL rights and Purchaser shall assume the liabilities associated with the IPL rights, including but not limited to the payment of $750,000 to the BCCI-IPL on behalf of GCV on or before July 15, 2000 or such later date as shall be agreed.
D. AND WHEREAS Purchaser wishes to continue using Vendor's Cricket Website support services, as more fully set forth in section 9 of this Agreement.
NOW THEREFORE, in consideration of the mutual agreements contained in this Agreement, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree and covenant as follows;
1. Grant of Lease . Subject to Purchaser's simultaneous execution of the Assignment Agreement and the terms and conditions set forth herein, Vendor hereby leases the Domain Name and the Cricket Website to Purchaser during the Term (as defined herein). Upon Vendor's receipt of Purchaser's first payment of $250,000, Purchaser shall be entitled to use the Domain Name and the Cricket Website and to receive all revenues generated by the Cricket Website during the Term.
2. No Transfer of Leased Interest. During the Term, Purchaser may not sell, assign, sublease, license, transfer or encumber, in any way, Purchaser's leased interest in the Domain Name or the Cricket Website, without Vendor's prior written consent which shall not be unreasonably withheld.
3. Liability for Purchaser's Content . As of the Effective Date, Purchaser shall (a) be solely responsible for the engineering, production, maintenance and monitoring of all content which is made available on the Cricket Website, and any errors, omissions or inaccuracies in the transmission or transcription of the content. and obtaining, any license for the use on the Cricket Website of any material, including applicable music rights, copyrights, and any other intellectual property; (b) secure, at its sole cost and expense, and pay for any copying, duplication, recording or other rights licenses that are necessary for the use of content of the Cricket Website, (c) not exhibit any content or provide any service on the Cricket Website that is contrary to applicable law; (d) not establish links from the Cricket Website or conduct cross promotions with any internet site which uses or exhibits any gambling, pornographic or obscene content or uses or exhibits any other content or provides any other services that would contravene applicable law.
4. Indemnity of Vendor . Purchaser shall defend, indemnify and hold Vendor harmless against any claims, actions, expenses, costs, losses or damages (including reasonable legal fees) brought against or suffered by Vendor as a result orally use by Purchaser of' the Domain Name or the Cricket Website or any breach of this Agreement. This paragraph shall survive the expiration or termination of this Agreement.
5. Property of Vendor . During the Tern the Domain Name and the Cricket Website shall remain the property of Vendor and Purchaser shall have no rights therein and shall take no action inconsistent with Vendor's ownership or challenge the validity thereof, except that Purchaser shall have absolute right to take over the Domain Name and Cricket Website upon making all payments required under the terms of this agreement, and Vendor shall take all steps necessary or desirable in relation thereto pursuant to section 12 hereof.
6. No Contest. During the Term, Purchaser shall not contest or dispute that Vendor is the rightful Domain Name owner and shall not claim any title to or right to use the Domain Name or any variation thereof other than the right to use and to purchase the Domain Name under this Agreement.
7. Domain Nome Enforcement. If, during the Term, Purchaser learns of any infringement or imitation of the Domain Name or of any use by any unauthorized person, Purchaser shall promptly notify Vendor. Vendor shall then take such action, or no action, as it, in its sole discretion, deems advisable for the protection of the Domain Name and Purchaser shall cooperate with Vendor in all respects. If Vendor deems it inadvisable to take action, Purchaser may then take such action at its own expense and Vendor shall render all reasonable assistance to Purchaser in connection therewith.
8. Purchase Price . Purchaser will pay to Vendor, during the Term, the total amount of US $1,000,000 (the "Purchase Price ") as follows:
All payments under this Agreement shall be payable to Domain Holdings Inc., in US dollars, via wire transfer using the following instructions:
Company Name: Domain Holdings Inc.
Company Address: 375 Water Street. Suite 645
Vancouver, BC Canada V6B 5C6
BENEFICIARY BANK: *
TRANSIT AND ACCOUNT NO.: *
SWIFT BIC ADDRESS: *
* This information has been omitted and is being filed separately with the Securities and Exchange Commission.
9. Interim Support Services. In order to facilitate the transition of the Cricket Website to Purchaser, Vendor will provide Purchaser with interim support services (“Support Services”) for the Cricket Website for a period or six (6) months from the Closing Date, or for a lesser period if both parties mutually agree in writing (the "Transition Period"). Purchaser will pay Vendor the Expenses (defined below) relating to such Support Services as set forth in paragraph 10.
10. Expenses Related to Support Services . In addition to the Purchase Price, from and after the Closing Date Purchaser will pay to Vendor all reasonable costs and expenses (the "Expenses") associated with providing the Support Services for the Cricket Website. The expenses include, but are not limited to, the following: (i) the direct costs incurred by Vendor for the maintenance of the Cricket Website (e.g. hosting and other technology fees, payment for data powering the live scoring feed, e-mail or other marketing activities, contracting design activities) as agreed by both parties, (ii) an allocation for rent and other overhead incurred by Vendor in the amount of $2,500 per month, (iii) the costs (such as the salaries, bonuses, benefits, employment-related taxes; and reasonable business