DOMAIN NAME ASSIGNMENT AGREEMENT

 

THIS AGREEMENT is made this [Date] (“the Agreement”), by and between BUSINESS PATENT CORP, Inc. a [State] corporation with offices at [Address] (the “INTELLECTUAL PROPERTY SELLER”) and [NAME], a [State] corporation with offices at [Address] (“INTELLECTUAL PROPERTY PURCHASER”).

W I T N E S S E T H:

WHEREAS, INTELLECTUAL PROPERTY SELLER hereby agrees to sell, transfer and assign, and INTELLECTUAL PROPERTY PURCHASER hereby agrees to purchase the domain name www.BusinessPatentCorp.com  (the “Domain Name”) subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the promises and agreements set forth herein, the parties, each intending to be legally bound hereby, do promise and agree as follows:

1. DOMAIN, NAME ASSIGNMENT AGREEMENT.
A. Assignment of Domain Name. For good and valuable consideration, payable at Closing as more particularly described herein INTELLECTUAL PROPERTY SELLER hereby agrees to transfer and assign to INTELLECTUAL PROPERTY PURCHASER at the Closing all of INTELLECTUAL PROPERTY SELLER’S right, title and interest in and to the Domain Name “www.BusinessPatentCorp.com” and the registration thereof, together with the goodwill of the business connected with and symbolized by such Domain Name, including the trademark and the service mark “Business Patent Corp.com” and any intellectual property rights relating thereto, to the extent any such trademark, service mark, or intellectual property rights exist.  The transfer and the assignment shall take effect at the Closing as set forth herein upon INTELLECTUAL PROPERTY PURCHASER’S making the payments provided for herein.

B.  Cooperation in Transferring Domain Name. INTELLECTUAL PROPERTY SELLER agrees to cooperate with INTELLECTUAL PROPERTY PURCHASER and to follow INTELLECTUAL PROPERTY PURCHASER’S reasonable instructions in order to effectuate the transfer of the Domain Name registration in a timely manner. Specifically, at the Closing INTELLECTUAL PROPERTY SELLER agrees to prepare and transmit the necessary InterNic Registrant Name Change Agreement (RNCA) and or to correspond with InterNic to authorize transfer of the Domain Name, effective as of the Closing Date as hereinafter defined.

C.  Warranty. INTELLECTUAL PROPERTY SELLER warrants and represents that it has unencumbered rights in the Domain Name, that INTELLECTUAL PROPERTY SELLER property registered the Domain Name with InterNic without committing fraud or misrepresentation, that INTELLECTUAL PROPERTY SELLER has the authority to transfer the Domain Name, and, that to the best of INTELLECTUAL PROPERTY SELLER’S knowledge, the Domain Name does not infringe the rights of any third party.

D.  Other Foreign Language Versions. The parties hereto agree that if either party acquires rights to other URL’s which are foreign language versions of Business Patent Corp.com, that the acquiring party shall be required to link such URLs directly to Business Patent Corp.com for as long as this Agreement is in effect.

2. OBLIGATIONS OF INTELLECTUAL PROPERTY SELLER.
A.  INTELLECTUAL PROPERTY SELLER shall provide INTELLECTUAL PROPERTY PURCHASER with a text URL link at a Premium Location (as defined below), on INTELLECTUAL PROPERTY SELLER’S home page, www.BusinessPatentCorpparent.com for and to the Web site www.BusinessPatentCorp.com (Premium location is defined herein as “above the screen cutoff line – i.e., the viewable page area without scrolling on a typical computer screen”).

B.  Directly underneath such link, INTELLECTUAL PROPERTY SELLER shall provide a Web site description of Business Patent Corp.com the content of which shall be provided by INTELLECTUAL PROPERTY SELLER.

C.  INTELLECTUAL PROPERTY SELLER shall provide INTELLECTUAL PROPERTY PURCHASER with promotional space (445×56 pixels in size) which will include a banner advertisement for www.BusinessPatentCorp.com within the Classified Directory of its Web site located within the BUSINESS PATENT CORP Network (the “Network”) and hyper text markup language (HTML) which will allow visitors to hyperlink to INTELLECTUAL PROPERTY PURCHASER’S homepage www.BusinessPatentCorp.com.

D.  INTELLECTUAL PROPERTY SELLER shall conduct, via its Network, a member sign-in interface for a         period of two years, two customer surveys for each such year. Each survey shall consist of no more, than 10 questions. The content of each survey shall be subject to the INTELLECTUAL PROPERTY SELLER’S reasonable approval.

E.  INTELLECTUAL PROPERTY SELLER shall promote via an email campaign, INTELLECTUAL PROPERTY PURCHASER’S upsell offers to INTELLECTUAL PROPERTY SELLER’S member database twice per year for a term of two years.  The content of each such email campaign and the INTELLECTUAL PROPERTY PURCHASER’S upsell offers shall be subject to the INTELLECTUAL PROPERTY SELLER’S reasonable approval.

F.  As may be mutually agreed between the parties, INTELLECTUAL PROPERTY SELLER may (i) offer and INTELLECTUAL PROPERTY PURCHASER may accept any vacant or remnant banner advertisement space or special links throughout the Network free of charge to INTELLECTUAL PROPERTY PURCHASER, (ii) provide imbedded links to www.BusinessPatentCorp.com in contexts wherever the subject matter references mortgage companies and mortgage lending on the Network. This linking strategy shall be performed on a goodwill basis and shall be discussed as an ongoing strategic component between both parties.

3. OBLIGATIONS OF INTELLECTUAL PROPERTY PURCHASER.
INTELLECTUAL PROPERTY PURCHASER shall provide INTELLECTUAL PROPERTY SELLER the following during the term of this Agreement:

A.  INTELLECTUAL PROPERTY PURCHASER shall provide INTELLECTUAL PROPERTY SELLER with non-hyperlink promotional space (110×110 pixels in size), located in a Premium Location as described and defined herein on the Business Patent Corp.com homepage designating Business Patent Corp.com as a member of its Network.

B.  INTELLECTUAL PROPERTY PURCHASER shall host and provide support for the INTELLECTUAL PROPERTY SELLER’S Network  members Common Gateway Interfaces “CGI’s” and “cookies”.

C.  INTELLECTUAL PROPERTY PURCHASER shall provide INTELLECTUAL PROPERTY SELLER with promotional space (480×60 pixels in size) which shall include a banner advertisement and the hyper text markup language (HTML) provided by INTELLECTUAL PROPERTY SELLER which shall include the HTML code so designated by INTELLECTUAL PROPERTY PURCHASER and which will allow visitors to hyperlink to INTELLECTUAL PROPERTY SELLER’S home page, www.network.com, in a Premium Location as described and defined herein on the final page displayed to visitors who have completed the mortgage loan application process of www.BusinessPatentCorp.com.

D.  INTELLECTUAL PROPERTY PURCHASER agrees to replace, and INTELLECTUAL PROPERTY PURCHASER agrees to cause its affiliates (as defined in Rule 144 promulgated under the Securities Act of 1933, as amended) (“Affiliates”), to replace INTELLECTUAL PROPERTY PURCHASER’S www.loanshop.com Web site with www.Business Patent Corp.com at all Web sites currently using the retailshop brand, or to point those URLs directly (no redirects) at Business Patent Corp.com. This provision shall include all multi lender sites owned, operated and/or branded by INTELLECTUAL PROPERTY PURCHASER or any of its Affiliate entities.

E.  INTELLECTUAL PROPERTY PURCHASER shall be responsible for the cost and execution of all marketing and sales activities to promote the Business Patent Corp.com brand INTELLECTUAL PROPERTY PURCHASER shall have complete responsibility for, and control over, the development of the Business Patent Corp.com site. INTELLECTUAL PROPERTY PURCHASER shall work with a person designated by INTELLECTUAL PROPERTY SELLER (initially, John Jones) on the implementation of cookies and CGI’s.

F.  INTELLECTUAL PROPERTY PURCHASER on behalf of itself and its Affiliates agrees that it shall make www.BusinessPatentCorp.com its exclusive online owned, operated and/or branded Web site covering all areas of direct to consumer selling, thereby replacing www.retail.com which is currently INTELLECTUAL PROPERTY PURCHASER’S Web site for that purpose, and retailer.com which was to be INTELLECTUAL PROPERTY PURCHASER’S subprime retail Web site.

G.  INTELLECTUAL PROPERTY PURCHASER shall have the sole right to use an alternative domain name other than Business Patent Corp.com or add other INTELLECTUAL PROPERTY PURCHASER owned and branded Web sites to Business Patent Corp.com, subject to the provisions of this Agreement, including without limitation, the provisions of paragraph 4 herein.

H.  It is acknowledged and agreed by the parties hereto that (i) INTELLECTUAL PROPERTY SELLER shall not be entitled to any payments under this Agreement as a result of fees earned by INTELLECTUAL PROPERTY PURCHASER from sales from or services performed by INTELLECTUAL PROPERTY PURCHASER so long as such services are originated by third parties that are not INTELLECTUAL PROPERTY PURCHASER, Affiliates of INTELLECTUAL PROPERTY PURCHASER or their respective Affiliates; and (ii) INTELLECTUAL PROPERTY SELLER is not entitled to any fees generated from third party Web sites created by INTELLECTUAL PROPERTY PURCHASER if those third party Web sites are owned by persons or entities that are not INTELLECTUAL PROPERTY PURCHASER, Affiliates of INTELLECTUAL PROPERTY PURCHASER, or their respective Affiliates, including without limitation, (a) Web sites that are owned by third party clients (that are not Affiliates of INTELLECTUAL PROPERTY PURCHASER or INTELLECTUAL PROPERTY PURCHASER’S Affiliates) which are operated on an outsource or vanity label basis by INTELLECTUAL PROPERTY PURCHASER, (b) any back office outsourcing contracts, such as for produces or services for whom INTELLECTUAL PROPERTY PURCHASER is the outsource provider and where the site is owned by the third party client (that is not an Affiliate of INTELLECTUAL PROPERTY PURCHASER or INTELLECTUAL PROPERTY PURCHASER’S Affiliates) and operated in the name of the third party client, and (c) INTELLECTUAL PROPERTY PURCHASER’S Web site www.purchase.com where such contact is derived from INTELLECTUAL PROPERTY PURCHASER’s activities and any third party business acquired in the future by INTELLECTUAL PROPERTY PURCHASER that does not have  representation on or links from Business Patent Corp.com.

I.  INTELLECTUAL PROPERTY PURCHASER covenants and agrees that during the term of this Agreement INTELLECTUAL PROPERTY PURCHASER shall cause the re-registration of the Domain Name with InterNic: (or any successor organization) for the mutual benefit of the parties hereto and the INTELLECTUAL PROPERTY PURCHASER shall file all necessary renewals for the Domain Name. If INTELLECTUAL PROPERTY PURCHASER fails to file any required application, registration, renewal or amendment necessary to preserve the registration of the Domain Name with InterNic (or any successor organization), or if at anytime INTELLECTUAL PROPERTY PURCHASER shall fail to perform its obligations set forth in the immediately preceding sentence then INTELLECTUAL PROPERTY PURCHASER shall promptly pay within three (3) business days of such breach to INTELLECTUAL PROPERTY SELLER the Default Amount as defined below in immediately available funds. For purposes of this Agreement, the term “Default Amount” means the dollar amount equal to the difference between (x) [amount] ($[amount]) and (y) the aggregate amount of payments made to INTELLECTUAL PROPERTY SELLER pursuant to Paragraphs 4C and 4D above plus the Present Value of the Receivables converted under Section 4E.

4. PURCHASE PRICE.
INTELLECTUAL PROPERTY PURCHASER agrees to pay INTELLECTUAL PROPERTY SELLER as follows:

A.  At Closing, INTELLECTUAL PROPERTY PURCHASER shall issue [amount] ([amount]) shares (collectively, the “Shares”) of its Common Stock, $0.01 par value per share (the “Common Stock”), to INTELLECTUAL PROPERTY SELLER, representing approximately [percent]% of the issued and outstanding capital stock of INTELLECTUAL PROPERTY PURCHASER as consideration hereunder. Subject to the rights of first refusal granted to signatories of the Series B Preferred Stock Purchase Agreement dated [date], as amended, among INTELLECTUAL PROPERTY PURCHASER and such signatories, INTELLECTUAL PROPERTY SELLER shall have preemptive rights as governed by the principles set forth in any applicable state statute prior to an initial public offering.

In connection with the issuance of the Shares of Common Stock, INTELLECTUAL PROPERTY SELLER represents, and warrants that (i) it is an “accredited investor” (within the meaning of Regulation D of the Securities Act of 1933, as amended (the “Act”); (ii) it is aware that such Common Stock will be “restricted securities” subject to transfer restriction, and will not be registered under the Securities Act of 1933, as amended; (iii) such Common Stock is being acquired solely for INTELLECTUAL PROPERTY SELLER’S own account for investment and is not being purchased for resale, fractionalization or distribution; and (iv) it has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge such Common Stock, or any part thereof and it has no present plan to enter into any such contract, undertaking, agreement or arrangement. INTELLECTUAL PROPERTY SELLER agrees not to dispose of the Shares of Common Stock or any interest therein, unless and until such Common Stock has been validly registered under the Act and all applicable state securities laws or transfers are permitted under Rule 144 of the Securities Act of 1933, as amended, or INTELLECTUAL PROPERTY PURCHASER has been furnished an opinion of counsel reasonably satisfactory to INTELLECTUAL PROPERTY PURCHASER that the intended disposition does not violate the Act or the rules and regulations of the Securities and Exchange Commission thereunder, nor any applicable state securities laws. INTELLECTUAL PROPERTY PURCHASER shall provide INTELLECTUAL PROPERTY SELLER with registration rights to the extent set forth in the Registration Rights Agreement attached hereto as Exhibit A.

B.  At Closing, [Amount] thousand Dollars ($[number]) via wire transfer in immediately available funds to an account designated by INTELLECTUAL PROPERTY SELLER.

C.  Commencing on the Closing Date, INTELLECTUAL PROPERTY PURCHASER shall pay INTELLECTUAL PROPERTY SELLER a royalty of [amount] Dollars ($[number]) per product sold through www.BusinessPatentCorp.com, or an other INTELLECTUAL PROPERTY PURCHASER owned, operated or branded consumer direct Web sites (excluding Web sites excluded from this Agreement) up to a cap of [Amount] Dollars ($[number]) (the “Funded Cap”). Payment under this Paragraph 4C shall be paid to INTELLECTUAL PROPERTY SELLER on a monthly basis in arrears and are due on the fifteenth (15th) day of each calendar month.

D.  Once the Funded Cap has been reached, INTELLECTUAL PROPERTY PURCHASER shall pay INTELLECTUAL PROPERTY SELLER a royalty of [amount] Dollars ($[number]) per each product sold through the www.BusinessPatentCorp.com Web site or any other INTELLECTUAL PROPERTY PURCHASER owned, operated or branded consumer direct Web sites in excess of six thousand (6,000) products per year (or pro rata portion thereof), up to a cumulative cap of [amount] Dollars ($[number]) (the “Additional Cap”). Payment under this Paragraph 4d shall be paid to INTELLECTUAL PROPERTY SELLER on a monthly basis in arrears and are due on the fifteenth (15th) day of each calendar month after the minimum level is reached as set forth above.

E.  Upon the first fully underwritten, firm commitment public offering pursuant to an effective registration statement (other than any registration statement on any form not permitting registration of securities offered by selling security holders) under the Act, covering the offer and sale by INTELLECTUAL PROPERTY PURCHASER of Common Stock (an “IPO”), INTELLECTUAL PROPERTY SELLER shall have the right to convert receivables that may be earned pursuant to Paragraphs 4C and 4D (the “Receivables”), into Common Stock of  INTELLECTUAL PROPERTY PURCHASER. The Receivables shall be appraised by an independent appraiser (the “Independent Appraiser”) who assesses the present value or the stream of Receivables expected to be received by INTELLECTUAL PROPERTY SELLER under the terms of this Agreement after the conversion, taking into account such factors as the Independent Appraiser deems necessary (the “Present Value of the Receivables”). INTELLECTUAL PROPERTY SELLER shall have the right to convert any percentage of the Present Value of the receivables from zero to one hundred percent (0% to 100%), at INTELLECTUAL PROPERTY SELLER’S option.

INTELLECTUAL PROPERTY PURCHASER shall give INTELLECTUAL PROPERTY SELLER notice of the IPO by registered mail, mailed not less than 60 days prior to the date the registration statement is expected to be filed with the Securities and Exchange Commission, at the address set forth in Section 13G. In order to convert the Receivables into Common Stock, INTELLECTUAL PROPERTY SELLER shall provide to the Company written notice that INTELLECTUAL PROPERTY SELLER elects to convert that percentage of the Receivables as is identified in such notice. Such notice will also state the name(s) and address(es) in which INTELLECTUAL PROPERTY SELLER wishes the certificate(s) of Common Stock issuable upon conversion and will designate an Independent Appraiser to perform the appraisal contemplated in this Section 4E. The Independent Appraiser selected by INTELLECTUAL PROPERTY SELLER shall be instructed to complete the required appraisal of the receivables within thirty (30) days of his appointment. INTELLECTUAL PROPERTY PURCHASER and INTELLECTUAL PROPERTY SELLER shall, promptly and without delay, supply all information necessary to allow the Independent Appraiser to perform the appraisal. The Present Value of the receivables, as determined by the Independent Appraiser, shall be final and binding upon INTELLECTUAL PROPERTY PURCHASER and INTELLECTUAL PROPERTY SELLER, absent manifest error.

Conversion will be deemed to have been effected as of the opening of business on the day on which the closing with respect to the IPO is held, and such date is referred to herein as the “IPO Conversion Date.” On the IPO Conversion Date, INTELLECTUAL PROPERTY SELLER shall be entitled to receive that number of shares of Common Stock as is equal to (a) the Present Value of the Receivables multiplied by the percentage of the Receivables being converted, divided by (b) the price per share at which the Common Stock is being offered to the public in the IPO. INTELLECTUAL PROPERTY PURCHASER shall issue and deliver to INTELLECTUAL PROPERTY SELLER a certificate or certificates for the number of full shares of Common Stock to which INTELLECTUAL PROPERTY SELLER is entitled pursuant to this subsection. The person in whose name the certificate or certificates for Common Stock are to be issued shall be deemed to have become a holder of record of the Common Stock on the IPO Conversion Date. No fractional shares shall be issued upon conversion of the receivables into Common Stock and the number of shares of Common Stock shall be rounded to the nearest whole share.

Notwithstanding anything in this Agreement to the contrary, if INTELLECTUAL PROPERTY SELLER converts any portion of its receivables on the IPO Conversion Date, it shall not have the right to convert any receivables at any time after the IPO Conversion Date.

In the event, INTELLECTUAL PROPERTY SELLER converts 100% of the Receivables into Common Stock, then the Security Interest (as defined below) granted in the Domain Name pursuant to the Security Agreement (as defined below) shall terminate.

In the event INTELLECTUAL PROPERTY SELLER converts less than 100% of the Receivables into Common Stock, then INTELLECTUAL PROPERTY PURCHASER shall have a one-time option to pay to INTELLECTUAL PROPERTY SELLER, in cash, the difference between the Present Value of the Receivables converted (i.e., the Present Value of the Receivables multiplied by the percentage of Receivables being converted) and the Present Value of the Receivables. If the INTELLECTUAL PROPERTY PURCHASER elects to make such a payment, then upon payment INTELLECTUAL PROPERTY PURCHASER’S payment obligations under Paragraphs 4C and 4D shall be satisfied in full. In the event INTELLECTUAL PROPERTY PURCHASER does not so elect, and if the Funded Cap has not been reached on or prior to the IPO Conversion Date, then the Present Value of the Receivables converted (i.e., the Present Value of the Receivables multiplied by the percentage of Receivables being converted) shall be applied first to reduce the Funded Cap (after reducing the Funded Cap by amounts previously paid by INTELLECTUAL PROPERTY PURCHASER under Section 4C prior to the IPO Conversion Date), and then shall be applied to reduce the Additional Cap. In the event INTELLECTUAL PROPERTY PURCHASER does not so elect and the Funded Cap has been reached on or, prior to the IPO Conversion Date, then the Present Value of the Receivables converted (i.e., the Present Value of the Receivables multiplied by the percentage of Receivables being converted), shall be applied to reduce the Additional Cap.

F.  Any Common Stock received by the INTELLECTUAL PROPERTY SELLER pursuant to this Agreement, whether at the Closing or subsequent to the Closing shall be included in the Registration Rights Agreement attached hereto as Exhibit A (the “Registration Rights Agreement”).

G.  INTELLECTUAL PROPERTY PURCHASER hereby grants to INTELLECTUAL PROPERTY SELLER a first priority, and assuming proper filing by INTELLECTUAL PROPERTY SELLER of a UCC-1 financing statement with the Secretary of State of Florida, a fully perfected, security interest in the Domain Name to secure payment of all amounts due to the INTELLECTUAL PROPERTY SELLER pursuant to Sections 4A-E above (the “Security Interest”) in accordance with the Security Agreement attached hereto as Exhibit A (the “Security Agreement”). INTELLECTUAL PROPERTY PURCHASER shall reasonably cooperate with INTELLECTUAL PROPERTY SELLER in preparing and executing necessary documentation, including financing statements, to evidence and perfect INTELLECTUAL PROPERTY SELLER’s Security Interest On full payment of all amounts due to the INTELLECTUAL PROPERTY SELLER pursuant to Sections 4A-E above under the terms of this Agreement the Security Interest shall expire and the INTELLECTUAL PROPERTY SELLER’S Security Interest shall terminate. Following termination of the Security Interest INTELLECTUAL PROPERTY SELLER shall have no further interest in or right to the Domain Name.

In the event that INTELLECTUAL PROPERTY PURCHASER breaches any of its obligations contained in this Agreement, the Registration Rights Agreement, or the Security Agreement, then INTELLECTUAL PROPERTY SELLER shall deliver a written notice to INTELLECTUAL PROPERTY PURCHASER setting forth in reasonable detail the nature of INTELLECTUAL PROPERTY PURCHASER’S breach.  Upon receipt of such notice, INTELLECTUAL PROPERTY PURCHASER shall have sixty (60) days to cure its breach. If INTELLECTUAL PROPERTY PURCHASER shall fail to cure its breach within such sixty (60) days period, then, without any further action by any party hereto INTELLECTUAL PROPERTY PURCHASER shall return to INTELLECTUAL PROPERTY SELLER the Domain Name (and in connection therewith, INTELLECTUAL PROPERTY PURCHASER shall execute and deliver to INTELLECTUAL PROPERTY SELLER any and all documentation reasonably requested by INTELLECTUAL PROPERTY SELLER to effectuate such return of the Domain Name to INTELLECTUAL PROPERTY SELLER including, without limitation, a Registrant Name Change Agreement (RNCA)) free and clear of any and all security interests, liens or other encumbrances or restrictions of any nature (other than the Security Interest provided for in this Section 4G), (collectively, an “Encumbrance,”) within three (3) business days; and (ii) INTELLECTUAL PROPERTY SELLER shall have the right, but not the obligation, to terminate the executory portions of this Agreement by delivering an additional written notice to INTELLECTUAL PROPERTY PURCHASER at any time up until the sixtieth (60th) day after INTELLECTUAL PROPERTY PURCHASER shall have returned the Domain Name. Notwithstanding any provision contained herein to the contrary. If INTELLECTUAL PROPERTY PURCHASER fails to return the Domain Name free and clear of any and all Encumbrances, within the time period specified in (i) above, and INTELLECTUAL PROPERTY SELLER has to take legal action to enforce the provisions of this Section 4.g, then INTELLECTUAL PROPERTY PURCHASER’S payment obligations shall be satisfied hereunder by returning the Domain Name to INTELLECTUAL PROPERTY SELLER, paying INTELLECTUAL PROPERTY SELLER $[number] as liquidated damages, and paying the reasonable legal fees and expenses of INTELLECTUAL PROPERTY SELLER in connection with such legal action. If INTELLECTUAL PROPERTY PURCHASER complies with this Section 4G, INTELLECTUAL PROPERTY SELLER shall have no right to claim any deficiency with respect to amounts owed under this Section 4.

Upon satisfaction of INTELLECTUAL PROPERTY PURCHASER’S payment obligations under this Section 4, the Security Interest granted pursuant to the Security Agreement shall terminate.

H.  Any amounts required to be paid by INTELLECTUAL PROPERTY PURCHASER to INTELLECTUAL PROPERTY SELLER pursuant to this Agreement shall bear interest from its due date at the rate of 18% per annum for each day that such payment is not made.

5. MARKETING AGREEMENT.
The marketing, promoting and advertising of www.BusinessPatentCorp.com by INTELLECTUAL PROPERTY SELLER via its Network are valued at [amount] Dollars ($[number]) per year. INTELLECTUAL PROPERTY PURCHASER shall pay INTELLECTUAL PROPERTY SELLER on a monthly basis under the fee schedule set forth below for all loans resulting from the marketing, promoting and advertising of www.BusinessPatentCorp.com by INTELLECTUAL PROPERTY SELLER via its Network, or any other INTELLECTUAL PROPERTY SELLER controlled site, to www.BusinessPatentCorp.com or any other INTELLECTUAL PROPERTY PURCHASER owned site. Such fees shall not exceed [amount] Dollars ($[number]) during any 12 month period commencing on the date of closing of this Agreement, and the amounts payable pursuant to this Section 5 shall expire ten years from the date hereof.

6. ACCOUNTING.
A.  INTELLECTUAL PROPERTY PURCHASER shall keep reasonable, detailed and accurate records in connection with its respective performance under this Agreement (including without limitation, records in relation to submitted applications, Server Logs and revenue calculation), and shall permit INTELLECTUAL PROPERTY SELLER and INTELLECTUAL PROPERTY SELLER’S representatives access to such records upon reasonable notice.

B.  When INTELLECTUAL PROPERTY PURCHASER shall remit its monthly payments to INTELLECTUAL PROPERTY SELLER, pursuant to Sections 4C-D or Section 5 INTELLECTUAL PROPERTY PURCHASER shall provide a schedule detailing all applicable and necessary information for the subject month.  INTELLECTUAL PROPERTY SELLER or its independent outside accountants, attorneys, or other representatives shall have the right, at its expense, upon not less than five (5) business days’ written notice and during INTELLECTUAL PROPERTY PURCHASER’S normal business hours, disrupting as little as possible INTELLECTUAL PROPERTY PURCHASER’S business operations, to inspect and audit the books and records of INTELLECTUAL PROPERTY PURCHASER relating to this Agreement, for the purpose of verifying any reports, information or payments due to INTELLECTUAL PROPERTY SELLER under this Agreement. If such audit shows that any of INTELLECTUAL PROPERTY PURCHASER’S reports understated the actual amounts due to INTELLECTUAL PROPERTY SELLER by more than five percent (5%), then INTELLECTUAL PROPERTY PURCHASER shall immediately pay INTELLECTUAL PROPERTY SELLER the amount determined to be due and owing.

7. CLOSING.
A. Conditions to INTELLECTUAL PROPERTY PURCHASER’S Obligation to Close. The INTELLECTUAL PROPERTY PURCHASER’S obligations to consummate the transactions contemplated by this Agreement at the Closing are subject to completion of the following:

(1) Transfer of Domain Name. INTELLECTUAL PROPERTY SELLER shall have delivered to INTELLECTUAL PROPERTY PURCHASER all documents necessary to cause the Domain Name and the registration thereof, together with the goodwill of the business connected with and symbolized by such Domain Name, including the trademark and the service mark “Business Patent Corp.com” and any intellectual property rights relating thereto (to the extent any such trademark, service mark, or intellectual property rights exist) to be transferred from INTELLECTUAL PROPERTY SELLER to INTELLECTUAL PROPERTY PURCHASER. Such documents shall contain no omissions and shall be fully executed by authorized officers of INTELLECTUAL PROPERTY SELLER, such that the only remaining step to be taken by INTELLECTUAL PROPERTY PURCHASER to accomplish the transfer of the Domain Name and the registration therefore from INTELLECTUAL PROPERTY SELLER to INTELLECTUAL PROPERTY PURCHASER is the INTELLECTUAL PROPERTY PURCHASER’S filing of such documents with the appropriate third parties.

(2) Representations, Warranties and Covenants. The obligations of  INTELLECTUAL PROPERTY SELLER required to be performed by INTELLECTUAL PROPERTY SELLER hereunder at or prior to the date of Closing shall have been performed and complied with in all material respects, and the representations and warranties of INTELLECTUAL PROPERTY SELLER set forth in this Agreement shall be true and correct in all respects as of the date of Closing as though made on and as of the date of Closing.

(3)  Consent to Registration Rights Agreement INTELLECTUAL PROPERTY PURCHASER shall have received from existing registration rights holders all necessary consents to the Registration Rights Agreement.

B.  Conditions to INTELLECTUAL PROPERTY SELLER’S Obligation to Close. The INTELLECTUAL PROPERTY SELLER’S obligations to consummate the transactions contemplated by this Agreement at the Closing are subject to completion of the following:

(1) Execution and Delivery of Security Agreement and Registration Rights Agreement INTELLECTUAL PROPERTY PURCHASER shall have executed and delivered to INTELLECTUAL PROPERTY SELLER the Security Agreement and the UCC-1 financing statements referenced therein and shall have granted to INTELLECTUAL PROPERTY SELLER a first priority, and assuming proper filing by INTELLECTUAL PROPERTY SELLER of a UCC-1 financing statements with the Secretary of State of Florida, a fully perfected, Security Interest in the Domain Name; and the INTELLECTUAL PROPERTY SELLER shall have executed and delivered to INTELLECTUAL PROPERTY SELLER the Registration Rights Agreement.

(2) Payment of Purchase Price and Delivery of Shares. The INTELLECTUAL PROPERTY SELLER shall have received the two hundred thousand dollar payment from INTELLECTUAL PROPERTY PURCHASER referenced in Section 4B and INTELLECTUAL PROPERTY SELLER shall have received the [number] Shares of Common Stock of INTELLECTUAL PROPERTY PURCHASER referenced in Section 4A.

(3) Representations, Warranties and Covenants. The obligations of INTELLECTUAL PROPERTY PURCHASER required to be performed by INTELLECTUAL PROPERTY PURCHASER hereunder at or prior to the date of Closing shall have been performed and complied with in all material respects, and the representations and warranties of INTELLECTUAL PROPERTY PURCHASER set forth in this Agreement shall be true and correct in all respects as of the date of Closing as though made on and as of the date of Closing.

(4) Consent to Registration Rights Agreement. INTELLECTUAL PROPERTY PURCHASER shall have received from existing registration rights holders all necessary consents to the Registration Rights Agreement.

C.  Place and Date of Closing.
After satisfactory completion of the enumerated conditions above, the Closing shall take place at the offices of the INTELLECTUAL PROPERTY SELLER no earlier than [date] nor later than 5:00 p.m. Eastern time on [date]. In the event the Closing does not take place by 5:00 p.m. Eastern time on [date], then this Agreement shall terminate and the rights and obligations of the parties to this Agreement shall be of no further force and effect provided that no party hereunder shall be relieved of any breach of this Agreement occurring prior to such termination date.  At Closing, each party shall deliver to the other such payments, documents, certificates, consents, approvals and waivers that shall be reasonably necessary to consummate the obligations of the parties hereunder.

8. EXPENSES.
Except as specified herein, each party to this Agreement shall bear all of his or its expenses incurred in the performance hereof, regardless of whether the transactions contemplated herein are consummated.

9. COOPERATION.
The parties agree that after Closing they shall provide reasonable cooperation with respect to the matters that are subject to this Agreement.

10. CONFIDENTIALITY AND PUBLIC RELATIONS.
A.   Each party will not without the consent of the other, disclose the provisions contained herein to any third parties (other than as may be required by law, in connection with legal or administrative proceedings, or to attorneys, accountants, and consultants they may have retained to represent them in connection herewith), and this provision shall survive the Closing. There will be no public announcement of this Agreement except as provided below.

B.  In the initial press release announcing the acquisition of the Business Patent Corp.com URL, INTELLECTUAL PROPERTY PURCHASER shall identify the INTELLECTUAL PROPERTY SELLER in a manner to be mutually agreed to between the parties. Subsequent public relations and advertising related to Business Patent Corp.com shall be strictly under the control and approval of INTELLECTUAL PROPERTY PURCHASER, as to timing and content, including any announcements related to this transaction, which is otherwise to be strictly confidential.

11.  NOTICES.
A.  Any notices required or permitted to be given hereunder by either party to the other shall be given in writing: (a) by personal delivery; (b) by electronic facsimile with confirmation sent by United States first class registered or certified mail, postage prepaid return receipt requested; (c) by bonded courier or by a nationally recognized overnight delivery company; or (d) by United States first class registered or certified mail, postage prepaid, return receipt requested, in each case, addressed to the parties to the address stated above (or to such other addresses as the parties may request in writing by notice given pursuant to this section).

B. Notices shall be deemed received on the earliest of personal delivery, upon delivery by electronic facsimile with confirmation from the transmitting machine that the transmission was completed, twenty-four (24) hours following deposit with a bonded courier or overnight delivery company; or seventy-two (72) hours following deposit in the U.S. Mail as required herein.

12.  INDEMNITY.
Each party agrees to defend, indemnify and hold the other party, its officers, directors, agents and employees, harmless against all costs, expenses and losses (including reasonable attorneys’ fees and costs) incurred through claims of third parties against such party based on the actions or inactions of the indemnifying party or any breach of any representation or warranty by said party.

13.  JURISDICTION & DISPUTES.
A.  This Agreement shall be governed by the laws of the state of [state].

B. All disputes hereunder shall be resolved in the applicable state or federal courts of [state].  The parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available.

C.  In the event either party files suit to enforce any of the terms hereof, the prevailing party shall be entitled to an award of all reasonable attorney’s fees and court costs.

14. AGREEMENT BINDING ON SUCCESSORS.
This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, administrators, successors and assigns.

15.  WAIVER.
No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement.

16.  SEVERABILITY.
If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Agreement.

17.  ASSIGNABILITY.
The license granted hereunder is personal to INTELLECTUAL PROPERTY PURCHASER and may not be assigned by any act of INTELLECTUAL PROPERTY PURCHASER or by operation of law unless in connection with a transfer of substantially all the assets of INTELLECTUAL PROPERTY PURCHASER or with the consent of INTELLECTUAL PROPERTY SELLER.

18.  AGREEMENT DRAFTED BY ALL PARTIES.
This Agreement is the result of arm’s length negotiations between the parties and shall be construed to have been drafted by all parties such that any ambiguities in this Agreement shall not be construed against either party.

19.  SECTION HEADINGS.
The section headings contained herein are for convenience in reference and are not intended to define or limit the scope of any provision of this Agreement.

20.  COUNTERPARTS.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and will become effective and binding upon the parties as of the execution date at such time as all the signatories hereto have signed a counterpart of this Agreement.

21.  INTEGRATION.
This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements between the parties and is intended as a final expression of their Agreement.  It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement.  This Agreement shall take precedence over any other documents which may be in conflict therewith.

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have each caused to be affixed hereto its or his/her hand and seal the day indicated.

INTELLECTUAL PROPERTY SELLER   INTELLECTUALPROPERTY         PURCHASER
By:__________________________   By:____________________
Title:  President     Title:
Date:          Date: