Minnesota Domain Name Purchase Agreement

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                             This Domain Name Purchase Agreement is used by companies and individuals located in
                             Minnesota when selling a domain name. This document is intended to ensure that all
                             intellectual property rights are properly transferred to the buyer and the seller receives the
                             agreed value. This document in its draft form contains numerous of the standard clauses
                             commonly used in these types of agreements, as well as optional language to allow for
                             customization to ensure the specific terms of the parties� agreement are addressed.
             ®




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                        DOMAIN NAME PURCHASE AGREEMENT


THIS DOMAIN NAME PURCHASE AGREEMENT (the "Agreement") made as of the
____ [Month] ____ [Date], 20____.


BETWEEN:


________________________________________
________________________________________
________________________________________
________________________________________
[Instruction: Insert full legal name and address of the seller of domain name]
                                                            (Hereinafter referred to as the “Seller”)


And


________________________________________
________________________________________
________________________________________
________________________________________
[Instruction: Insert full legal name and address of the buyer of domain name]
                                                            (Hereinafter referred to as the “Buyer”)


WHEREAS, the Seller, a company registered in Minnesota under the laws of the Minnesota
Code, Chapters 300 - 319B - Corporations. [Instruction: Remove this recital (paragraph) if
domain name owner is an individual and not a company]


WHEREAS, Seller owns the Domain Name_________________________ [Instruction: Insert
the full domain name] (the "Domain Names").




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WHEREAS, the Seller agrees to sell the above mentioned domain name to the Buyer and the
Buyer agrees to Purchaser the Domain Name on the terms and conditions set forth herein.


NOW THEREFORE, in consideration of the mutual agreements contained in this Agreement,
the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:


1. Assignment and Transfer
   Seller owns the Domain Name and any goodwill associated therewith (hereinafter
   collectively be referred to as the “Domain Name”). Buyer hereby accepts such assignment
   and transfer. Seller hereby irrevocably sells, assigns, and transfers to Buyer all of Seller’s and
   its Affiliates’:
   a. all right, title and interest in and to the Domain Name;
   b. any registered or unregistered trademarks, service marks, copyrights or other intellectual
       property or proprietary rights based on or related to the Domain Name; and
   c. all goodwill associated with the Domain Name.


2. Purchase Price
   The Buyer shall pay the Seller an amount of ___________________ ($________) [ten
   thousand dollars only ($10,000)] (hereinafter “Purchase Price”) for the Domain Names
   transferred hereunder. [Comment: these numbers are not provided by the law, but can be
   any number the user chooses]


3. Cessation of use of Domain Name
   Immediately upon the release of the Purchase Price by Buyer to Seller, Seller shall cease all
   use of the Domain Name. The parties acknowledge that no domain name other than the
   Domain Name owned by the Seller mentioned under Section. 1 is subject to this section.
   This section shall survive the termination or expiry of this Agreement.




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4. Representations and Warranties of Seller
   Seller asserts that, to the best of Seller' knowledge, no claim regarding ownership and/or use
   of the Domain Name now exists, and no third party has manifested any such ownership
   rights. Furthermore, Seller represents and agrees that in future he/she will not register any
   similar typos or extensions of the domain name sold herein without prior written approval of
   Buyer.


5. Further Assurances
   Seller hereby covenants that he will, at any time upon request of Buyer, execute and deliver
   to Buyer any new or confirmatory instruments and do and perform (at Buyer's reasonable
   expense) any other acts which Buyer may reasonably request in order to fully assign and
   transfer to and vest in Buyer, all of Seller's right, title and interest in and to the Domain
   Names. This section shall survive the termination or expiration of this Agreement.


6. Fees and Taxes
   Each of Buyer and Seller shall be responsible for payment of their own fees, costs and
   expenses incurred in connection with the transfer of the Domain Name and the payment of
   any applicable taxes.


7. Successors and Assigns
   This Agreement shall inure to the benefit of and be binding upon the parties hereto and their
   respective heirs, successors, assigns, administrators, executors and other legal
   representatives.


8. Amendment and Waivers
   This Agreement may be amended only by an instrument in writing signed by the parties
   hereto. No waivers of or exceptions to any term, condition or provision of this Agreement, in
   any one or more instances, shall be deemed to be, or construed as, a further or continuing
   waiver of any such term, condition or provision.




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9. Arbitration [Instruction: Remove this clause if you do not wish to have an option for
   arbitration as a medium to settle any dispute arising out of this contract]
   Any controversy or claim arising out of or relating to this Agreement, with the exception of
   injunctive relief sought by either party, shall be determined by arbitration in accordance with
   the International Arbitration Rules of the International Centre for Dispute Resolution.
   [Comment: There are many different arbitration bodies and rules. You may choose and
   insert any such body and rules as you would like.]


10. Relationship of Parties
   Each party, in entering into this Agreement, acts as a party to a contract and nothing herein
   shall be construed to create a partnership or joint venture or an independent contractor
   relationship between the parties or to constitute agency of any sort. Neither party shall have
   the authority to bind the other.


11. Governing Law/Jurisdiction
   This Agreement shall be construed and implement in accordance with and governed for all
   purposes by the laws of Minnesota applicable to contracts executed and wholly performed
   within such jurisdiction. Any dispute arising hereunder shall be referred to and heard in only
   a court located in _______________ [Instruction: Insert the County].


If any provision of this Agreement is found by a court of competent jurisdiction to be
unenforceable, that provision shall be severed and the remainder of this Agreement shall
continue in full force and effect.


12. Counterparts
   This Agreement may be executed in one or more counterparts, each of which will be deemed
   an original but all of which together shall constitute one and the same agreement.




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13. Attorney's Fees
   In the event that any suit or action is instituted to enforce any provision in this Agreement,
   the prevailing party shall be entitled to all costs and expenses of maintaining such suit or
   action, including reasonable attorneys' fees.


IN WITNESS THEREOF, the parties hereto have caused this Agreement to be duly executed
each by a duly authorized representative on behalf of the Party hereto as of the date first above
written.


For: SELLER                                         For: BUYER

Signed: _______________________________             Signed:_______________________________

Name: ________________________________ Name: ________________________________

Date: ________________________________              Date: ________________________________




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