Domain Sale Agreement Preview

 
THIS DOMAIN NAME PURCHASE AGREEMENT (the "Agreement") is entered into on this, ______________ _____, ________.
 
BY AND BETWEEN:
 

WHEREAS, Seller has and owns certain rights to a domain name and certain property rights associated with such domain name; and

WHEREAS, Seller desires to sell to the Buyers its entire right, title and interest in such property.

NOW, THEREFORE, it is agreed between the parties as follows:

1. SALE OF DOMAIN NAME AND RELATED PROPERTY
   
   Seller agrees to sell, assign and transfer to Buyers, the entire right, title and interest in and to to the domain name (hereinafter the "Domain Name"), trademark rights, and all internet traffic to the Domain Name (collectively referred hereto as the "Property").
   
   



2. SELLER WARRANTIES AND DUTIES
   
   Seller hereby represents and warrants that, to the best of their knowledge, Seller is the sole lawful owner of and 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.
   
   Immediately upon delivery of Full payment, Seller will take any actions that may be necessary or desirable to protect and perfect Buyers title to the Property, including but not limited to, authorizing the change of registered ownership of the Domain Name with their authorized entity. Seller also agrees to take any actions necessary or desirable to effect the transfer of the Domain Name to a primary and secondary hosting service to be designated by Buyers.
   
   
3. CONSIDERATION
   
   The Seller hereby acknowledges payment amount of $, to be made payable by , via .
   
   
4. DELAY IN PAYMENT AND TERMINATION
   
   If Buyers is more than thirty (30) days late on payment made pursuant to Section 3 above, this Agreement will terminate and Seller will retain any payment amounts made to Seller up to the date of termination.
   
   
5. PROSECUTION AND MAINTENANCE OF PROPERTY
   
   Seller hereby agrees that he will communicate to the Buyers any facts known to Seller respecting the Property, whenever reasonably requested, and at Buyers reasonable expense, will testify in any legal proceeding, sign all lawful papers, make all rightful oaths, and generally do everything reasonable necessary to aid the Buyers, its successors and assigns, to obtain and enforce proper protection of the Property in all jurisdictions throughout the world.
   
   
6. ENTIRE AGREEMENT
    
   This Agreement constitutes the entire agreement between the parties and supersedes any prior written or oral covenants or representations relating thereto and not set forth herein shall be binding on either party hereto. This Agreement may not be amended, modified, extended, or supplemented except by written instrument executed by the Seller and Buyers. The Seller has made no representation or warranty to Buyers except as herein expressly set forth.
    
   
7. 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.
   
   
8. SEVERABILITY
    
   Should any conflicts arise between any party of this Agreement and the applicable legislation of the State of , the State Laws will prevail and such provisions of the Agreement will be amended or deleted as necessary in order to comply with the State Laws. Furthermore, any provisions that are required by State Laws may be subsequently incorporated into this Agreement.
    
   In the event any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, those provisions to the extent enforceable and all other provisions will nevertheless continue to be valid and enforceable as though the invalid or unenforceable parts had not been included in this Agreement.
    
   
9. 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.
   
   
10. 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.
    
    
11. 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.
    
    
12. ATTORNEYS 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.
    
    
13. GOVERNING LAW
     
    This Agreement shall be governed and construed in accordance with the laws of the State of .

 

14. HEADINGS AND INTERPRETATION
     
    Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. In interpreting the language of this Agreement, the Landlord and Tenant will be treated as having drafted this Agreement after meaningful negotiations. The language in this Agreement will be construed as to its fair meaning and not strictly for or against either Party.