Vermont Domain Name Purchase Agreement


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                             This Domain Name Purchase Agreement is used by companies and individuals located in
                             Vermont 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.

                           OTHERWISE, INCLUDING AS TO THEIR LEGAL EFFECT AND COMPLETENESS. They are for general guidance and should be modified by you or your
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                        DOMAIN NAME PURCHASE AGREEMENT

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






[Instruction: Insert full legal name and address of the seller of domain name]

                                                            (Hereinafter referred to as the “Seller”)






[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
[STATUTE]. [Instruction: Remove this recital (paragraph) if domain name owner is an
individual and not a company]

WHEREAS, the Seller owns the Domain Name_________________________ [Instruction:
Insert the full domain name] (“Domain Name”).

WHEREAS, the Seller agrees to sell the above mentioned Domain Name to the Buyer and the
Buyer agrees to purchase 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

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   The Seller owns the Domain Name and any goodwill associated therewith (hereinafter
   collectively be referred to as the “Domain Name”). The Buyer hereby accepts such
   assignment and transfer. The Seller hereby irrevocably sells, assigns, and transfers to the
   Buyer all of the Seller’s and its affiliates’:

   a. right, title, and interest in and to the Domain Name;

   b. registered or unregistered trademarks, service marks, copyrights, or other intellectual
      property or proprietary rights based on or related to the Domain Name; and

   c. goodwill associated with the Domain Name.

2. Purchase Price

   The Buyer shall pay the Seller an amount of ___________________ ($________) [ten
   thousand dollars ($10,000)] (hereinafter the “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 the Buyer to the Seller, the 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.

4. Representations and Warranties of the Seller

   The Seller asserts that, to the best of the Seller's 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, the 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 the Buyer.

5. Further Assurances

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

6. Fees and Taxes

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   Each of the Buyer and the 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

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.

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 implemented 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

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   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.

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 attorney’s 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

For: SELLER                                         For: BUYER

Signed: _______________________________             Signed:_______________________________

Name: ________________________________ Name: ________________________________

Date: ________________________________              Date: ________________________________

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