This Agent Agreement (hereinafter "agreement") is between TrafficCentral, LLC (hereinafter "TrafficCentral") and You, the Licensee (hereinafter referred to as, You, Your, or Yours);
 
WHEREAS, TrafficCentral is the exclusive marketing agent for certain Technology as defined in the License/Terms and Conditions (of Use) which is signed in conjunction with purchase or licensing of such technologies and is incorporated by reference and made a part of and basis for this Memorandum.  Incorporation by reference is further described by the transaction date and electronic or real signatures recorded as related to the aggregate purchase or licensure of the various technologies that form the basis for use of this memorandum. Such purchases and licenses will collectively be referred to in the remainder of this document as Exhibit A. Further, TrafficCentral is in the business of selling licensed copies of this Patent Pending Technology which allow the licensee to operate a MUTANT Search/Traffic/Banner Exchange and various other programs as part of same (hereinafter "TC Node" as more fully defined within Exhibit A).

WHEREAS, Licensee desires to operate a MUTANT Search/Traffic/Banner Exchange and other related advertising programs or TrafficCentral approved modifications thereof.

NOW THEREFORE, in consideration of your initial or complete payment (or periodic payments or other payment arrangements therefore) for a TrafficCentral MUTANT node software license;
 
1.  AGENT RELATIONSHIP
You agree to allow TrafficCentral to act on Your behalf in the event TrafficCentral receives an offer to sell the entire network of nodes within a country (entire network) in aggregate. The purchaser of the entire network will hereinafter be referred to as the Network Purchaser. In such case as a valid and substantial offer is received and formalized by TrafficCentral, TrafficCentral agrees to represent you for your benefit and to equally and fairly apportion sale of your node (or nodes) and the related license(s) in relative proportion to the sale price for other nodes at your node level and in equivalent value to other nodes at your node's licensure level. Minor considerations or variances among similar node levels may be made in consideration of the maturity level of each node in the network, which may include but not be limited to the (1) the membership activity; or (2) revenue generated; or (3) traffic characteristics; (4) domain value to the Network Purchaser; related to a node's operation.
 
2.  COMPLETE SALE & TRANSFER
Licensee agrees to assist TrafficCentral in the complete transfer of the node (Transfer Effort), and agrees to ensure the node's uninterrupted operation to the Network Purchaser during the Transfer Effort. This would include but not be limited to the transfer of any domain names, domain name registrations, trademarks or copyrights or other intellectual properties that You may own that are related to the operation or ownership of the node, hosting information and hosting accounts, or other features meaningful for the Network Purchaser to continue normal operation of the node, to TrafficCentral or it's delegate or the purchaser as identified by TrafficCentral. You agree that transfer of any and all of these items will be initiated by You to TrafficCentral or its designee upon a 25% down payment of the sales price that TrafficCentral has established for you on your behalf. Upon transfer of the related assets, inspection by the Network Purchaser, and final payment to TrafficCentral of the total sales amount for your node, TrafficCentral will remit to You an additional 25% of the remaining proceeds allocated and apportioned for your node (the sales price of your node).
 
3. DISCLOSURE AND FAIRNESS OF SALE
TrafficCentral will make anonymous disclosure of the sales price of all nodes in the network for the benefit of comparison including any and all nodes owned or operated by TrafficCentral, Doug Ashbaugh, or any director or manager of TrafficCentral. Regarding fairness of sale, this disclosure will be sufficient to ensure your knowledge that fairness in allocation and apportionment of revenue will be reasonable and proper for each node level, with considerations of maturity and other characteristics, at time of sale. Upon acceptance of sales amounts by at least 51% of the node's owners in the network, the sales amount will be sufficient to demand all node owners complete this agreement and execute the Transfer Effort to the satisfaction of TrafficCentral and the Network Purchaser. In the event of a breach of this agreement and the lack of completion of the Transfer Effort, you understand you may be liable for all losses and damages related to the failure of a completed network purchase and be liable to each and every node owners in the network, the Network Purchaser, and TrafficCentral for any and all damages caused by you not completing the Transfer Effort. Each node owned by a node owner in the network will receive one vote per active node license that is connected to the network being sold and all votes will be counted in aggregate to determine acceptance of the Network Purchaser offer. In the event of voting ties, TrafficCentral reserves the right to determine whether to accept an offer or not.
 
4. COMPLETE NETWORK SALE
In order for TrafficCentral to accept an offer and to effect the provisions within this agreement, a Network Purchaser must agree to purchase an entire network and all nodes within a country boundary as defined by the TrafficCentral network structure at the time of an offer. TrafficCentral reserves the right to execute this agent agreement and its provisions upon successfully negotiating a reasonable sales price for all nodes that may be standalone or interconnected within the TrafficCentral Global Network as segmented for sale of the network or a portion thereof at the country level.
 
5. COMPENSATION FOR AGENT REPRESENTATION AND EXECUTION OF SALE
You agree that TrafficCentral will retain 50% of any revenues received for the sale of each node that you may own in the network that is sold as part of a Network Purchase. This will be considered TrafficCentral's complete commission and compensation from You for such effort and you will make no additional claims of revenue due to you beyond a total of 50% of the revenues received by TrafficCentral for your node or its apportioned amount if part of an aggregate lump sum payment received by TrafficCentral from the Network Purchaser for all nodes in the network being sold. Transfer of such money or other forms of compensation required from You for execution of the sale of your node will be considered complete and paid in full by TrafficCentral's withholding of the commission amount (50%) from the proceeds received for your node(s) specifically by TrafficCentral from the Network Purchaser.
 
6. TRAFFICCENTRAL OBLIGATIONS POST NETWORK SALE
TrafficCentral's obligations to any nodes, node owners, or licensees, sold during the Network Purchase will terminate upon sale of the node, or intended sale of the node, if the Transfer Effort for a particular node is not completed in full.
 
7. TERMINATION OF LICENSES
Upon completion of the Transfer Effort to the Network Purchaser, your obligations relative to licensure by TrafficCentral will terminate with the exception of the protection of intellectual property and confidential information or non-disclosure agreements. Such instruments will remain perpetual in nature unless specified within each instrument.
 
8. RIGHT TO RENEW LICENSE AT TRAFFICCENTRAL COST
TrafficCentral reserves the right to automatically renew a license at its cost if TrafficCentral deems it beneficial to the completion of the aggregate sale of the network as described herein. In the event that TrafficCentral leverages this provision, there will be no cost to you and your obligation relative to this agreement or any extension to your node license for convenience of the network sale is to complete the Transfer Effort for the benefit of the entire Network and the Network Purchaser at the direction of TrafficCentral and its personnel or its designee. TrafficCentral may renew a license in whole or a fraction thereof at its discretion for this or other purposes. In the event the Network Purchase does not complete, the renewal of any related license by TrafficCentral will be terminated and you will be required to purchase any required licenses for your node(s).
  
9. NON APPLICATION
This agreement, and the benefit related to it, does not apply to nodes that are licensed as standalone or trainee versions.
 
10. ARBITRATION
By invoking this agreement, you agree to submit to binding arbitration. If any disputes or claims arise against TrafficCentral or its agents related to this agreement, you agree that such disputes will be handled by an arbitrator of TrafficCentral's choice. An arbitrator from the American Arbitration Association or the National Arbitration Forum will be selected by TrafficCentral in the state or province of its operation, or convenient to TrafficCentral. Arbitrators shall be attorneys or retired judges and shall be selected pursuant to the applicable rules. All decisions rendered by the arbitrator will be binding and considered final. The arbitrator's award will be final and binding on all parties. The Federal Arbitration Act, and not any state arbitration law, governs all arbitration under this Arbitration clause. You are also responsible for any and all costs related to such arbitration.
 
11. HEADINGS
Use of headings in this document is for convenience only and does not identify legal boundaries or terms explicitly. Presentation of this document within the confines of screen/browser real estate of a web page or web document does not diminish its intended use or identify legal boundaries or terms explicitly.
 
12. INSTRUCTIONS
For existing node owners (updating contracts); by your electronic signature related to this agreement, and your acceptance of a MUTANT node license, you are hereby agreeing to all terms and conditions set forth in this Agreement. Within 30 days pending your electronic signature, please sign and fax a copy of this agreement into TrafficCentral at fax: 1-941-870-0939.

For new node owners; by your electronic signature related to this agreement, and your acceptance of a MUTANT node license, you are hereby agreeing to all terms and conditions set forth in this Agreement. You must also print, sign, and fax a legible copy of this agreement and a government issued id (depending on the identification provided, other supplemental credentials may be requested) to TrafficCentral at fax: 1-941-870-0939 or you may mail the documents to the address shown below:

TrafficCentral LLC
attn: Doug Ashbaugh
603 Coquina Ct.
Nokomis, FL USA 34275-2728