Docstoc Legal Agreements
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.
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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.
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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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