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EXHIBIT 10.36

 

Certain portions of this Exhibit 10.36 have been omitted based upon a request for a confidential treatment and filed separately with the Securities and Exchange Commission.

 

 

DOMAIN MONETIZATION AGREEMENT

 

 

THIS AGREEMENT (the “Agreement”), made effective this 24 th day of June, 2009 (“Effective Date”) by and between NAME DRIVE, LLC, a limited liability company duly organized under the laws of State of Maryland, (hereinafter “NAME DRIVE”), and DOT VN, Inc., a corporation duly organized under the laws of the State of Delaware (hereinafter “DOT VN”) (referred to collectively as the “Parties”).

 

WHEREAS, NAME DRIVE provides domain parking services internationally;

 

WHEREAS, DOT VN desires to provide such services in Vietnam; and

 

WHEREAS, NAME DRIVE and DOT VN are both willing to work jointly to provide such services in Vietnam;

 

NOW, THEREFORE, in light of the mutual promises and covenants hereinafter set forth and for consideration the sufficiency and receipt of which is hereby acknowledged, the Parties agree to as follows:

 

Definitions:

 

Wild Carding – Specific advertising based on automated semantic rendering of type-in traffic.

 

Domain Parking – the pointing of a domain or domains to NAME DRIVE’S system where NAME DRIVE creates an automated webpage with pay per click advertising on said page.

 

Reseller – a party who acts in the shoes of NAME DRIVE for the purpose of promoting NAME DRIVE’S landing page services.

 

ARTICLE I

WILD CARD PROGRAM

 

A.

Structure of Domain Wild Card Program

 

1.           The Parties will implement and operate monetization program for unregistered or expired domain names for the Vietnamese ccTLD (the “Domain Wild Carding Program”).

 

2.           NAME DRIVE shall provide technical support, including but not limited to hardware and software, and business development support in the creation and commercialization of the Domain Wild Carding Program, as well as such other support as may be required for the project from time to time.

 

 

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3.           DOT VN shall provide governmental policy support, infrastructure and technological access in furtherance of the creation and commercialization of Domain Wild Carding Program, as well as such other support as may be required for the project from time to time.

 

B.

Distribution of Revenue and Accounting of Domain Wild Carding Program

 

1.           In consideration for their respective investment in the development of a Wild Carding Program, DOT VN and NAME DRIVE shall divide any revenue derived from the Domain Wild Carding Program as follows:

 

i)              DOT VN shall be entitled to [ CONFIDENTIAL TREATMENT REQUESTED ] percent ( [ CONFIDENTIAL TREATMENT REQUESTED ] %) of all revenue derived from the Wild Carding Program; and

 

ii)             NAME DRIVE shall be entitled to [ CONFIDENTIAL TREATMENT REQUESTED ] percent ( [ CONFIDENTIAL TREATMENT REQUESTED ] %) of all revenue derived from the Wild Carding Program.

 

2.           NAME DRIVE shall provide DOT VN with a web interface which provides all relevant information and statistics on a real-time basis related to the calculation of revenue.

 

3.           NAME DRIVE shall be responsible for the receipt, accounting and distribution of all monies received in connection with the Domain Wild Carding Program and shall provide DOT VN with reports and accounting information, in a format itemized by domain name, on a (i) bi-weekly; (ii) monthly; (iii) quarterly; (iv) six month; and (v) annual basis.  Further, DOT VN shall have the right to audit all records and reports upon three (3) days notice.  However, DOT VN understands that some material is confidential in accordance with Name Drive’s contract with Google and thus payments from Google, associated claw backs and NAME DRIVE back office access will not be provided in any audit except as it pertains to revenue generated under this contract.

 

4.            Distributions of all revenue, in accordance with Article I(B)(1), shall be made on a net 15 basis to DOT VN via wire transfer to DOT VN’s account.  DOT VN shall provide all wire information in writing within ten (10) business days of the signing of this agreement.

 

ARTICLE II

DOMAIN PARKING PROGRAM

 

A.

Structure of Domain Parking Program

 

1.           DOT VN shall assist and promote NAME DRIVE’S parking platform as a reseller of NAME DRIVE’S services (the “Domain Parking Program”).  DOT VN shall provide any advertising using NAME DRIVE’S trademarks or logos (“The Marks”) at least five (5) business days prior to use and NAME DRIVE shall have the opportunity to ascent to the use of The Marks prior to use.  Nothing herein shall be deemed as an assignment of The Marks.  All other reseller terms as listed on NAME DRIVE’S terms and conditions website shall apply.

 

 

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2.           NAME DRIVE shall provide technical support, including but not limited to hardware and software, and business development support in the creation and commercialization of the Domain Parking Program, as well as such other support as may be required for the project from time to time.

 

3.           DOT VN shall provide governmental policy support; infrastructure and technological access in furtherance of the creation and commercialization of Domain Parking Program; sales support, as well as such other support as may be required for the project from time to time.

 

B.

Distribution of Revenue and Accounting of Domain Parking Program

 

1.           In consideration for their respective investment in the development of a Domain Parking Program, DOT VN and NAME DRIVE shall divide any revenue derived from the Domain Parking Program as follows:

 

iii)             DOT VN shall be entitled to [ CONFIDENTIAL TREATMENT REQUESTED ] percent ( [ CONFIDENTIAL TREATMENT REQUESTED ] %) of all revenue derived from the Domain Parking Program; and

 

iv)             NAME DRIVE shall be entitled to [ CONFIDENTIAL TREATMENT REQUESTED ] percent ( [ CONFIDENTIAL TREATMENT REQUESTED ] %) of all revenue derived from the Domain Parking Program.

 

2.            NAME DRIVE shall provide DOT VN with a web interface which provides all relevant information and statistics on a real-time basis related to the calculation of revenue.

 

3.           NAME DRIVE shall be responsible for the receipt, accounting and distribution of all monies received in connection with the Domain Parking Program and shall provide DOT VN with reports and accounting information, in a format itemized by domain name, on a (i) bi-weekly; (ii) monthly; (iii) quarterly; (iv) six month; and (v) annual basis.  Further, DOT VN shall have the right to audit all records and reports upon three (3) days notice.  However, DOT VN understands that some material is confidential in accordance with Name Drive’s contract with Google and thus payments from Google, associated claw backs and NAME DRIVE back office access will not be provided in any audit except as it pertains to revenue generated under this contract.

 

ARTICLE III

REPRESENTATIONS AND WARRANTIES

 

A.

Representations and Warranties by NAME DRIVE .

 

1.             Organization .  NAME DRIVE is a limited liability company duly organized, validly existing and in good standing under the laws of the state of Maryland, USA.

 

2.             Authority; Consents and Approvals; No Violations .  NAME DRIVE has the full corporate power and authority a


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