Flippa Manager Agreement (Full Service Inorganic)

This Flippa Manager Agreement (Agreement) is entered into on [Date] by and between:

Flippa.com Pty Ltd
71/73 Balmain Street
Cremorne VIC 3121
Australia

("Flippa")

The individual or entity described in Part A of Schedule 1

("Seller")

Flippa and the Seller are referred to herein as 'the Parties' and each a 'Party'.

Background

A. The Seller owns or has been given authority to act on behalf of the owner of the online business and/or assets described in Part A of Schedule 1 of this Agreement (the Assets).

B. The Seller wishes to sell, transfer, exchange or otherwise dispose of the Assets.

C. The Seller has chosen to list for sale on Flippa.com, access the Flippa buyer database and call upon the advisory services of Flippa, where required, to facilitate the sale and disposition of the Assets.

D. Flippa has agreed to make its platform and associated services available to the Seller to use, subject to the and the terms and conditions set forth in this Agreement.

Agreement

1. Scope of Agreement

The Seller hereby agrees to list their Assets for sale on Flippa.com and/or engage Flippa as their acquisition consultant, finder and exclusive representative in connection with the sale of the Assets, subject to the terms and conditions of this Agreement.

2. Exclusivity

1. Except where the asking price is less than $25,000, the Seller gives Flippa the exclusive right to effect the sale and disposition of the Assets for the full term on which the listing remains on sale, and for assets valued up to $100,000 for a period 90 days thereafter and for assets valued greater than $100,000 for a period of 180 days thereafter (Term) beginning on the day the assets go-to-market, or Flippa receives a fully executed copy of this Agreement, whichever occurs first.
2. Upon the Seller's acceptance of a contract for sale, all rights and obligations of the Agreement will automatically extend through the date of the actual consummation of the purchase and sale of the Assets up to a period of six (6) months. If the transaction has not been fully consummated after six (6) months have elapsed, this Agreement is null and void and neither party shall be bound by this Agreement.
3. The Seller understands and agrees that the exclusive right to sale means that even if the Seller, or another third party finds a purchaser for the Assets, the Seller is still required to pay Flippa the fee described in Clause 4 of this Agreement.
4. At all times during the Term, the Seller retains the right to reject any offer if (s)he considers the offer to be unsatisfactory in its terms and conditions. Flippa will only be eligible to receive a commission on the sale of the Assets upon the Seller’s and the buyer’s mutual acceptance of the terms and conditions of the purchase and sale of the Assets.
5. Upon expiry of its Term, this Agreement will be null and void unless both Parties agree to extend the representation and terms contemplated herein, wherein a new agreement will be signed.

3. Escrow

The Seller agrees to use an escrow provider, pre-approved by Flippa for the financial facilitation of the sale of Assets (Escrow Provider). Unless stated otherwise, the Seller agrees that any fees associated with using the services of the Escrow provider are to be covered evenly by the Seller and/or the buyer of the Assets.

4. Success Fee

1. As consideration for accessing the Flippa buyer base and/or the services of Flippa, the Seller agrees to pay Flippa the fee described in Pricing Schedule in the event of a successful sale (Success Fee). The Success Fee represents a percentage of the ultimate purchase price paid for the Assets (Purchase Price). In case the Purchase Price consists of any type of delayed payment, such as an earn-out, a portion of the price being seller-financed or any other deferred payment arrangement, the Success Fee is due on the full amount of the Purchase Price.
2. The Success Fee shall be paid within fourteen (14) days from the Seller and the buyer of the Assets agreeing to the sale of the Assets via a written or a verbal agreement or within a reasonable time period agreed to expressly in writing between Flippa and Seller. The Success Fee shall be transferred to Flippa directly by the Escrow Provider from the escrow account of the sale. If for any reason it is not possible to transfer the Success Fee from the escrow account, the Success Fee shall be transferred by bank wire transfer.

5. Non-Solicitation

The Seller agrees that (s)he will not circumvent Flippa. The Seller shall not at any time contact or initiate contact with a buyer with the intention of completing a deal with that buyer and preventing Flippa from realising its Success Fee.

6. Accuracy of Information Provided

The Seller warrants that all of the information that (s)he provides to Flippa including but not limited to information provided as part of any seller interviews or financial statements, is true and accurate. This applies to information provided either electronically or in writing, before and during the validity of this Agreement.

7. No Conflicting Agreements

The Seller warrants that there are no liabilities that would endanger this Agreement, including but not limited to written or verbal agreements with other agents or brokers to exclusively represent the Assets.

8. Severability

If for any reason a court of competent jurisdiction finds any provision or portion of this Agreement to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to give effect to the intent of the Parties and the remainder of this Agreement will continue in full force and effect.

9. Governing Law and Jurisdiction

The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the state of California, without giving effect to principles of conflicts of law.

10. Entire Agreement

Except for the Flippa Terms of Service, this Agreement supersedes all previous agreements between the Parties, contains the whole of this Agreement between the Parties and may not be modified except in writing. To the extent of any inconsistency between this Agreement and the Flippa Terms of Service, this Agreement shall prevail.

11. Headings

The section headings contained in this Agreement are solely for the purpose of reference, are not part of this Agreement and shall not in any way affect the meaning or interpretation of this Agreement.

12. Successors and Assigns

This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns.

13. Counterparts

This Agreement may be executed in counterparts, each of which will be deemed an original, but both of which together will constitute one and the same instrument.

Execution

The Seller and Flippa hereto have set their respective seals and hands on the date first above written:

Signed by:

Seller Name: [Seller Name]

Agreed to and accepted by [Seller Name] on

[Date]

Signed on behalf of Flippa by:

Name: Blake Hutchison

Title: Chief Executive Officer

Agreed to and accepted by Blake Hutchison on

[Date]

Schedule 1