Example of a Contract for Sale of a Website or
Domain Name
There is a
doc version of this contract (right click to save) that you can download and amend. Please note that
the copyright notice on the Contract must be left unchanged.
Note that this Contract is
provided with no warranties, guarantees or promises that it's suitable for your
transaction.
You are allowed to use one copy for the sale of your own business. You do not
have permission to reproduce this anywhere or use it for any other purpose.
Notes to modify the doc:
1. Leave all text that’s in ( ) brackets.
2. Alternate text in [[ ]] to either be deleted or to replace the word/s
immediately preceding it
3. All ________ to be completed by you
4. Replace all text in [ ] with appropriate word. For example, replace “his”
with “her” or “their”
DOMAIN NAME & WEBSITE PURCHASE AGREEMENT
This Agreement (the "Agreement") is made as of _____________("Effective Date")
by and between ___________(the "Purchaser"), and __________________ (the
"Seller").
RECITALS
WHEREAS, Seller has and owns certain rights to a Domain Name[[Names]], certain
property rights associated with such Domain Name[[Names]] and is engaged in the
running of a Website[[Websites]] using this Domain Name[[Names]]
and
WHEREAS, Seller desires to sell to the Purchaser and Purchaser desires to
purchase from the Seller the entire rights, titles and interest in such
Property[[Properties]] upon the Terms and subject to the Conditions set forth in
this Agreement
THEREFORE, in consideration of the mutual agreements and covenants set forth
here, it is agreed between the parties as follows:
AGREEMENT
1. Sale of Domain Name and Related Property: Seller agrees to sell, assign,
transfer and convey to Purchaser, and Purchaser agrees to purchase and accept
from Seller all of [his] entire rights, title and interest in and to the Domain
Name[[Names]] _______ (hereinafter the "Domain Name[[Names]]") and the
associated Website[[Websites]] (hereinafter the Website); all associated
trademarks, trade names, service marks and trademark rights; copyrights to
designs, graphics, content, programming, database[[databases]], email lists,
forms, internal search engines and advertisements on or of this Website wherever
they exist; and all internet traffic to the Domain Name[[Names]] (collectively
referred hereto as the "Property").
2.1 Seller's Warranties and Duties: Seller hereby represents and warrants that,
to the best of [his] knowledge, Seller is the sole lawful owner of, has good and
marketable title to the Property free and clear of any and all liens and
encumbrances, and that Seller has full legal right, power and authority to sell,
assign and transfer the Property. Seller also warrants that Seller does not
currently know of and has no reason to know of any third party claim to any
right, title, or use of the Property. Seller will not execute any agreement in
conflict with this Agreement.
2.2 No approval or authorization of, notification, filing or registration with
any government authority is required in connection with the execution and
delivery of this Agreement by the Seller. No consent or authorization of any
person is required in connection with the execution of this Agreement or the
transfer of the Property to the Buyer.
2.3 Seller has not made any sale, pledge or other transfer of, and has not
granted any rights or options to purchase or acquire all or any part of the
Property, to any party other than the Buyer.
2.4 Seller has duly and timely filled all returns for taxes required to be filed
by [him] or for which [he] may be held responsible under applicable law, and has
paid all taxes due and payable by [him] in relation to the Property. There is no
dispute or claim concerning any taxes payable by the Seller that the Seller is
aware of, and no tax of the Seller is currently under audit or examination by
any governmental authority.
2.5 Seller is not party to engaged in any legal action, suit, investigation or
other proceeding by or before any court, arbitrator or administrative agency and
has no knowledge of any such threatened action in relation to the Property.
Seller is not party to any collective bargaining agreement or other agreement
for which the Purchases will become liable as a result of the transactions
contemplated by this Agreement.
3.1 Purchaser warrants that [he] has full power and authority to execute and
deliver this Agreement and the instruments of transfer and other documents
delivered or to be delivered pursuant hereto, and to consummate the transactions
contemplated under this Agreement.
3.2 No approval or authorization of, filing or registration with, or
notification to any governmental authority is required in connection with the
execution and delivery of this Agreement by the Purchases.
4.1 Each party to this Agreement shall take all reasonable precautions to
maintain the confidentiality of the negotiation or existence of this Agreement,
the identity of the parties to this Agreement and any non-public information
concerning the other parties or their affiliates, advisors or partners provided
to or discovered. Each party to this Agreement shall not disclose any such
information acquired, however acquired, to anyone other than those professional
advisors directly involved in the investigation, negotiation and execution of
the transactions contemplated by this Agreement except where directed by a court
or appropriate law enforcement authority.
4.2 The parties agree and acknowledge that remedies at law for any breach of its
obligations under 4.1 are inadequate and that in addition thereto the other
party shall be entitled to seek equitable relief, including injunction and
specific performance.
4.3 Each party, in entering into this Agreement, acts as an independent
contractor and nothing herein shall be construed to create a partnership or
joint venture between the parties or to constitute agency of any sort. Neither
party shall have the authority to bind the other.
5.1 Seller covenants and agrees that for a period beginning on the transfer of
the Property to the Buyer and ending three (3) years thereafter, [he] will not
in any manner whatsoever, anywhere in the world, directly or indirectly in any
capacity whatsoever, engage in direct competition with the Property.
5.2 Seller acknowledges that the restrictions set forth in Section 5.1 are fair
and reasonable and are reasonably required for the protection of the interests
of the Purchaser. In the event that the area of restriction is declared by a
court of competent jurisdiction to exceed the maximum restrictiveness such court
deems reasonable and enforceable, the time period or areas of restriction deemed
reasonable shall hereinafter become the maximum restrictions contained in
Section 5.1.
6.1 The Seller shall defend, indemnify and hold Purchaser, [his] officers,
employees and advisors harmless from and against all claims, damages, losses,
liabilities, costs and expenses arising out or or resulting from any breach or
representation made by the Seller, failure by the Seller to carry out or perform
any of [his] obligations or undertakings under this Agreement, and any
infringement of Purchaser’s rights arising out of Seller’s use of intellectual
property prior to closing.
6.2 The Purchaser shall defend, indemnify and hold Seller, [his] officers,
employees and advisors harmless from and against all losses arising from any
breach or warranties made by Purchaser in or pursuant to this Agreement, failure
by Purchaser to carry out or perform any of [his]obligations or undertaking
under this Agreement, and any claims asserted by third parties against the
Seller relating to actions or operations by the Purchaser in the running of the
Property and taken after transfer of the Property.
6.3 The indemnified party shall promptly notify the indemnifying party in
writing of any claim, demand, action or proceeding for which indemnification
will be sought under Section 6.1 or 6.2.
7.1 Seller and Purchaser may by mutual written agreement extend the time for the
performance of any of the obligations or undertakings under this Agreement.
7.2 Any waiver of any condition shall not be construed as a waiver of any other
condition nor a waiver of a subsequent breach of the same condition. The failure
of any party to assert any of its rights hereunder shall not constitute a waiver
of any rights.
7.3 No amendment of any term or condition under this Agreement shall be valid
unless it is agreed in writing by both Purchaser and Seller.
7.4 This Agreement shall not be assigned by either party without the prior
written consent of the other party.
7.5 There are no conditions to the effectiveness of this Agreement. This
Agreement contains the entire Agreement and understanding of the parties hereto,
and supersedes any prior agreements or understandings between or among the
parties hereto, with respect to the subject matter hereof.
7.6 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. Consideration: As consideration for the sale of the Property and Seller's
warranties, Purchaser promises to pay Seller the amount of currency
_____________ (amount in words) (the Purchase Price) to be remitted directly to
Escrow.com [[SEDO]][[Moniker]][[iescrow]] (the Named Escrow) within ________
days from the acceptance of this Agreement.
9.1 Immediately upon delivery of Full Payment to the Named Escrow, Seller will
continue to take any and all actions that are necessary or desirable to protect
the Purchaser's title to the Property, including but not limited to, authorizing
the change of registered ownership of the Domain Name[[Names]] with the
authorized entity or registrar/registry.
9.2 Within _____ days of the Named Escrow informing the Seller of their receipt
of the full agreed Purchase Price (the Payment), the Seller undertakes to
transfer the Domain Name[[Names]] to the Purchaser’s preferred registrar and to
promptly attend to and satisfactorily complete all requests made by the losing
and the gaining registrars and their agents relating to the transfer of the
aforesaid Domain Name[[Names]].
9.3 Within ____ days of the Payment, the Seller undertakes to transfer to the
Buyer all documents, files, programs, designs, artwork, templates, folders,
databases, search engines or other material, logins and passwords, guides and
tutorials required for the setting up and the running of the Websites.
9.4 Subject to the Purchaser meeting all conditions under Section 8, the Seller
warrants to keep live the hosting account of the Websites and maintain the
Websites in full working order on that hosting account for a period of 30 days
or until the Purchaser notifies the Seller [he] can terminate the account,
whichever is earlier.
10 This Agreement, and the rights of the parties hereto, shall be governed by,
construed and enforced in accordance with the laws of __________________
11 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first written above.
SELLER
By: _____________________________
Date:
PURCHASER
By: _____________________________
Date:
|
