This is an agreement that can be used when a party wants to purchase a domain name from another party. This form sets forth the rights and responsibilities of the parties, and allows for the successful transition of ownership of the domain name from one party to another. This document is ideal for individuals or other entities that want to buy or sell an interest in a domain name.
This is an agreement that can be used when a party wants to purchase a domain name from another party. This form sets forth the rights and responsibilities of the parties, and allows for the successful transition of ownership of the domain name from one party to another. This document is ideal for individuals or other entities that want to buy or sell an interest in a domain name. 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 ____________________ under the laws of the ____________________ Code, Title __ – Corporations. [Instruction: Remove this recital (paragraph) if domain name owner is an individual and not a company] © Copyright 2012 Docstoc Inc. 2 WHEREAS, Seller owns the Domain Name_________________________ [Instruction: Insert the full domain name] (the "Domain Names"). 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. 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. © Copyright 2012 Docstoc Inc. 3 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. 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 © Copyright 2012 Docstoc Inc. 4 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 ____________________ 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. 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: ________________________________ © Copyright 2012 Docstoc Inc. 5
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