Domain Name Purchase
Agreement
ocstoc Legal Agreements
This easy to customize Domain Name Transfer Agreement could be widely
used by the Domain Name selling companies and individuals as well. The
draft is intended to ensure that all intellectual property is properly transferred
to the buyer and seller receives agreed value.
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Entire document © Docstoc, Inc., 2010, 2011
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Attorney Drafted
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 Vermont under the laws of the Vermont Code.
[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 Vermont 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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Note: Carefully read and follow the Instructions and Comments contained in this document for
your customization to suit your specific circumstances and requirements. You will want to
delete the Instructions and Comments from open bracket (“[“) to close bracket (“]”) after
reading and following them. You (or your attorney) may want to make additional modifications
to meet your specific needs and the laws of your state
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practicing in your state, and be reasonable.
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