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.
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. ® DISCLAIMERS: ALL INFORMATION AND FORMS ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING AS TO THEIR LEGAL EFFECT AND COMPLETENESS. They are for general guidance and should be modified by you or your attorney to meet your specific needs and the laws of your state. Use at your own risk. 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All Rights Reserved 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 [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 © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 2 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 Agreement. 6. Fees and Taxes © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 3 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 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. 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 © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 4 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 written. For: SELLER For: BUYER Signed: _______________________________ Signed:_______________________________ Name: ________________________________ Name: ________________________________ Date: ________________________________ Date: ________________________________ © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 5
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