Domain Name Sale Agreement

A domain name sale agreement expresses the current owner's desire to sell all rights, interests, and the title of the domain to the purchaser. On the other hand, the purchaser acknowledges the desire to acquire the rights, interests, and the title of the domain from the seller. In other words, the agreement confirms the desire by both parties to the sale and purchase of the domain.

There are typically eight legal contract provisions included in a domain name (DN) sale agreement. They include:

  • Describing the name of the domain that is going to be transferred to the purchaser from the seller.
  • Acknowledging that the seller of the DN agrees to transfer all rights, titles, and interest to and in the DN, including - but not limited to - trademark rights and internet traffic. However, all website content will remain the property of the seller.
  • Specifying the amount of funds that will be paid for the DN and the time frame for when the payment(s) will be made. A cancellation provision is usually included in the event that the purchaser is unable to make the payment.
  • Addressing the time span from when the payment is made from the purchaser to the seller, to when the registered DN is officially transferred to the purchaser.
  • Confirming the legal ability and right of the seller to maintain, create, own, or purchase another website or DN.
  • Acknowledging that the DN sale agreement that's been made between the two parties will supersede all prior contracts, arrangements, representations, and understandings. It will typically also state that any modifications or amendments to this agreement must be made in writing and signed off by both parties.
  • Recognizing that all provisions included in the DN sale agreement that are deemed unenforceable should be updated in order to become enforceable, if possible.
  • Identifying the effective date of the agreement, usually the date that both parties sign the agreement. In cases where the two parties sign on different dates, the last signature shall be deemed the effective date.

Example of Domain Sale Agreement

This agreement is between the purchaser and seller. The legal owner of the domain name (DN) is the seller and the purchaser desires to purchase the DN and all pertinent rights. Accordingly, the parties must agree to as described:

  1. Purchase: Seller assigns and transfers to purchaser:
    • All rights, titles, and interests to and in the DN.
    • Any unregistered or registered trademarks, copyrights, service marks, or other proprietary rights or intellectual property rights related to or based on the DN.
    • All goodwill linked with the DN.
  2. Payment: As compensation for the DN, the purchaser acknowledges to pay $____ on this date, and $____when the DN has been completely transferred to the registrar.
  3. Registration of Transfer: The seller is notarizing and executing the attached DN transfer agreement form to be filed with the DN registrar. The seller will cooperate as reasonably needed by the purchaser in order to ensure that the DN is conclusively transferred to purchaser.
  4. Warranties and representations of the seller: The seller hereby warrants and represents to the purchaser as follows:
    • The DN is not currently, and has not been, the subject of any legal proceedings, arbitration, claims, or litigation nor has the seller collected any notice of any such impending items.
    • To the seller's knowledge, the DN and use of the DN by the purchaser will not and does not infringe or violate on any service mark, trademark, or any other right of a third party.
    • Seller has the right, power and authority to enter into this agreement.
    • The DN is being transferred to purchaser free of any liens, encumbrances, restrictions, licenses, or security interests.
    • Seller is the sole owner of all right, title and interest to the DN.
  5. Miscellaneous: This agreement shall be construed by and governed in accordance with the laws of the state, without regard to the conflict of principles or laws. This agreement contains the full agreement and understanding between the parties with respect to its subject and supersedes any prior or coetaneous oral or written agreements, representations, discussions, proposals, understandings, and the like respecting the subject matter.

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