DOMAIN NAME LICENSE AGREEMENT This Domain Name License Agreement (“Agreement”) is made by and between ____________________ (“Licensor”) with a principal place of business at __________________________________, and ____________________ with a principal place of business at __________________________________ (“Licensee”). Recitals A.

Licensor is the registered owner of the domain name known as www.__________________________________ (“Licensed Name Website”).

B.

Licensor is willing to allow Licensee to use the Licensed Name Website in exchange for the fees and on the terms set forth in this Agreement. Terms of License

1.

Term

1.1 Initial Term: The initial term of this Agreement is ______ years beginning on ___________________, ______ and ending on ___________________, ______ unless sooner terminated as provided below in this Agreement. 1.2 Renewal Periods: Licensee has the right, in Licensee’s sole-discretion, to _________________________ consecutive extensions of this Agreement. Each extension period will be for ______ years. To exercise each extension of this Agreement, Licensee must either (1) deliver written notice to Licensor no earlier than one hundred eighty (180) calendar days and no later than ninety (90) calendar days before the current term expires, or, (2) continue performance of all Licensee’s obligations, including paying the Licensee Fee, as provided in this Agreement. Either one of these options will renew the Lease Agreement for the next ten (10) year extension term until the end of the ninth (9th) extension term. The initial term and effective extension terms are collectively referred to at the “Lease Term.” 2.

License Granted

2.1 Licensor hereby grants Licensee the exclusive, right to use the Licensed Name Website for the express purpose of ____________________________. Licensee must obtain prior written consent from Licensor for any other use of the Licensed Name Website. 2.2 Licensee’s use of the Licensed Name Website must comply with all laws, ordinances, and regulations relating to the possession or use of domain names. The Licensed Name Website shall not be used for anything other than what is provided for in this agreement without written consent by the Licensor.

2.3 Ownership of the Licensed Name Website will at all times remain with Licensor unless and until transfer of ownership is approved in writing by the Licensor. 3.

Access to Licensed Name Website

3.1 Licensee’s Access: Upon execution of this Agreement and payment of the initial payment of License Fee as provided in this Agreement, Licensor will modify DNS as directed by the Licensee. 3.1 Licensor's Access: Licensor will have the right to access accounts with which the Licensed Name Website is associated and Licensee will deliver to Licensor on written request any and all usernames and passwords to any account related to the Licensed Named Website that the Licensor may request, including but not limited to the following: ____________________________. 4.

Licensee’s Obligations

4.1 Maintenance of Licensed Name Website: Licensee agrees to keep the Licensed Name Website properly maintained with the goal of maximizing profit. Licensee has complete artistic license over the design of the website. 4.2 Forms Legal Compliance: Licensee agrees to keep all forms on the Licensed Name Website in compliance with the all laws and regulations of the applicable state or states. 4.3 Indemnification of Licensor: Licensee agrees, at its sole expense, to fully indemnify and hold harmless Licensor of and from any and all claims, demands, actions, causes of action, losses, damages, lawsuits, including reasonable attorneys’ fees and court costs, to the extent caused by, related to, or arising out of Licensee’s use of the license granted by this Agreement. 4.4 Infringement: Licensee will, during the term of this Agreement and at its sole expense, defend the Licensed Name Website against any infringing uses which become known to Licensee and fully indemnify Licensor. 4.5 If for any reason the Licensed Name Website is “hacked” or is unable to function due to a third party’s actions, this Lease Agreement will remain in full force and effect and Licensee will make a “good faith” effort to return the Licensed Name Website to full functionality. 5.

Licensor’s Obligations

5.1 Licensor will not cause, directly or indirectly, the termination or interruption of any service that serves Licensee including but not limited to canceling the hosting account, transferring the Licensed Name (except as provided in this Agreement), or any other act that prevents the fullest functionality of the Website.

5.2 Licensor will not prevent Licensee from accessing the Licensed Name Website by any means without giving Licensee an advanced thirty (30) day written notice. 5.3 Domain registration will remain the responsibility of Licensor during the Term of this Agreement. Licensor will keep registration up-to-date. Licensor will not be liable to Licensee for any acts or omissions of any domain name registrar or other conduct beyond Licensor’s control. 6.

License Fee

6.1 Monthly Payments: In consideration of the license granted, the first payment is due on ___________________, ______, followed by subsequent payments on the first (1st) day of every month (“Due Date”) thereafter during the Term of this Agreement. Licensee agrees to pay Licensor a license fee of ____________________________ per month. 6.2 Initial Payment: Upon execution of this Agreement, Licensee will pay Licensor an initial non-refundable fee of ____________________________ that will be applied to the first License Fee payment for September due on October 1st. 6.3 Manner of Payment: Licensor will send License Fee payments to Licensor’s PayPal account with the e-mail listed as: ____________________________ 6.4 Monthly Report: With each monthly License Fee payment, Licensee will provide Licensor with a monthly Revenue and Expense Report for that payment month. Licensor may give Licensee a written request for detail backup information supporting the expenses and revenue, which Licensee will provide within ten (10) business days of the date of the request. (Business days are defined as Monday through Friday except federal holidays). 6.5 Late Charges: If Licensee Fee has not been paid in full to Licensor by the Due Date, Licensee must pay to Licensor a late charge of One Hundred Dollars ($100.0) per day until the Licensee Fee and all late charges are paid in full. Unpaid amounts will bear interest at the rate of ten percent (10%) per annum. Licensee Fees, late charges and interests are collectively referred to in this Agreement as “License Fees. 6.6 Adjusted License Fee Payment: If during this Agreement the Licensed Name Website is inaccessible or accessible but not in the condition when this Agreement is executed due to Licensor’s failure to perform its obligations under this Agreement, the Licensee Fee will be reasonably adjusted by mutual agreement between the parties to reflect the inaccessibility or changed condition of the Licensed Name Website. 7.

Assignment

7.1 Licensee may not assign, transfer, or sub-license the Licensed Name Website or this License Agreement without prior written consent of Licensor.

7.2 Licensor may transfer the Licensed Name Website to another party, provided such party agrees in writing to honor Licensee’s rights under this Agreement and written notice is given to Licensee. 7.3 This Agreement is binding on and enforceable by and against the parties to it and their respective heirs, legal representatives, successors, and assigns. 8.

Default

8.1 Licensee’s Default: Licensee will be in default on occurrence of any of the following events during the Term of this Agreement: (a) Licensee fails to pay any Licensee Fee when due and the default continues for ten (10) business days. (Business days are defined as Monday through Friday except federal holidays). (b) Licensee fails to perform any obligation of Licensee under this Agreement and fails to remedy that failure within ten (10) business days of receiving written notice from Licensor describing said default. (c) Licensee misuses the Website or intentionally takes any action that causes severe destruction or damage of the Website, in which event Licensee will be in default without the right to cure and Licensor has the right to immediately cancel this Agreement by giving Licensee written notice, and Licensor may modify the DNS. 8.2 Licensor’s Default: Licensor will be in default if Licensor fails to perform any obligation of Licensor under this Agreement and fails to remedy that failure within ten (10) business days of receiving written notice from Licensee’s describing said default. 9. Breach and Waiver A failure or delay in enforcing an obligation under this Agreement does not prevent the enforcement of that obligation at a later date. The waiver of a breach of one term of this Agreement will not be a waiver of any other term of this Agreement. A waiver of a particular obligation on one occasion will not prevent a party from subsequently requiring compliance with the obligation on another occasion. If a party knows the other party is in default and nevertheless accepts performance the other party’s performance of any part of this Agreement, including Licensor’s acceptance of Licensee payment of License Fees, then the party accepting performance will not have the right to make a claim under this Agreement or terminate this Agreement. 10.

Sale of Licensed Name Website

10.1 Parties’ Agreement Required: During the Term of this Agreement, Licensee and Licensor must mutually agree in writing to any sale of the Licensed Name Website. 10.2

Sale Proceeds: The proceeds of any sale of the Licensed Name Website during

the Term of this Agreement will be divided equally between the parties: _______ to Licensor and _______ to Licensee. 10.3 First Right Of Refusal: If at any time during the Term of this Agreement Licensor receives a bona fide offer to sell all or any interest in the Licensed Name Website or Licensor’s rights under this Agreement and Licensor is willing to accept said offer, Licensee will have the first right to purchase the Licensed Name Website on the same terms and conditions offered by the third party potential purchaser. Prior to accepting the third party’s offer, Licensor will give written notice to Licenses stating the terms and conditions of the third party’s offer. Licensee must deliver written notice of exercise of the right of first refusal to Licensor within five (5) business days, which notice must clearly and definitively state Licensor’s in detail the terms of Licensor’s offer. 10.4 Licensor’s Right to Transfer Interests: Despite any provision in this Agreement to the contrary, Licensor may transfer his interests in the Licensed Name Website and this Agreement to a trust for the benefit of such transferee(s). Any permitted transferee(s) shall hold their interests subject to all provisions of this Agreement and shall make no further transfers except as provided in this Agreement. 11.

Termination

11.1 Termination For Cause / Failure to Cure: Either party may terminate this Agreement for cause after giving notice to the other party of default and failure by the other party to cure the default as provided in this Agreement. This Agreement, and all obligations of the parties hereunder, will terminate as of the end of the cure period unless such other date may appear in the notice. 11.2 Bankruptcy: In the event either party commences a proceeding for protection in the Bankruptcy Court, the other party may give written notice of cancellation of this Agreement, effective immediately or on the date provided in the notice. 11.3 Termination without Right to Cure: If Licensee is in default without the right to cure as provided in Section 8.1(c) or otherwise, Licensor has the right to immediately cancel this Agreement by giving Licensee written notice. 11.6 Re-License Rights. Upon non-extension, expiration, or earlier termination of this Agreement as provided in this Agreement, Licensor has the right to re-license the Licensed Name Website in its sole discretion. 11. Notices Any notices given under this Agreement by either party to the other will be in writing delivered by personal delivery or by mail, registered or certified, postage prepaid with return receipt requested. Notices delivered personally will be deemed delivered upon actual receipt. Mailed notices will be deemed delivered as of the day of receipt or the fifth (5th) day after mailing, whichever occurs first. Mailed notices must be addressed to

the parties at the addresses appearing in the first paragraph of this Agreement. Copies of any notices mailed must also be emailed to the email addresses below. Licensor: ____________________________ Licensee: ____________________________ The parties may change the address by giving written notice in accordance with this paragraph. 12. Severability In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement will continue in full force and effect without said provision; provided that no such severability will be effective if it materially changes the economic benefit of this Agreement to any party. 13. Amendment Any modification of this Agreement will be effective only if it is in a writing signed by both parties. 14. Time of Essence Time is of the essence in performance of this Agreement. 15. Entire Agreement This legal document is the agreement between Landlord and Tenant, any other promises or agreements must be attached hereto other than the necessary rules and regulations as implied by law, have been agreed upon. Any future changes or modifications must be made in writing and signed by both parties. 16. Mediation The parties agree to mediate any dispute or claim arising between them out of this Agreement before resorting to arbitration or court action. Mediation fees, if any, shall be divided equally between the parties. If, for any dispute or claim to which this paragraph applies, any party commences an action without first attempting to resolve the matter through mediation, or refuses to mediate after a request has been made, then that party shall not be entitled to recover attorney fees, even if otherwise available to that Party in any such action. Mediation will be conducted online by a professional service of choice by the responding party or, if the responding party agrees, an online service as mutually agreed upon. 17. Attorneys' Fees If any legal action, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled, subject to the mediation provision above. 18. Governing Law and Jurisdiction This Agreement will be governed by and construed in accordance with the laws of the

State of California, and the parties agree to the jurisdiction of the Superior Court in the County of Riverside. 19. No Partnership Fees paid to Licensor will be deemed strictly as license fees and nothing herein will be construed to create the legal relation of a partnership or joint venture by or between Licensor and Licensee. 20. Advice of Counsel Licensor and Licensee have had an opportunity to have this Agreement reviewed by counsel of their own choosing, are not relying on the advice of the other party or the other party’s counsel. 20. Authority The individuals executing this Agreement on behalf of Licensor and Licensee represent and warrant to the other that they are fully authorized and legally capable of executing this Agreement on behalf of them and that such execution is binding upon Licensor and Licensee respectively. Signatures Licensor and Licensee acknowledge that they have read and understand and agree to the above terms and have executed and dated this Lease Agreement below to be effective as of ______________________, ______. LICENSOR

Date:

, 20___

LICENSEE Date:  

, 20___