What is a domain name sale agreement?

A domain name sale agreement is a legal contract that outlines the transfer of ownership, rights, and interest in a domain name from a seller to a buyer.

Do I need an escrow service for a domain name sale?

Using an escrow service is strongly recommended, especially for high-value domains, as it ensures both parties fulfill their obligations before funds or the domain are released.

Can I sell a domain that includes a trademarked term?

You can, but it's risky. If the domain infringes on someone else's trademark, the buyer may face legal action even after purchase.

What happens if the domain transfer fails after payment?

If escrow is used, funds will not be released until the transfer is successful. Without escrow, the buyer may need to pursue legal remedies if the seller fails to transfer the domain.

Should a domain name sale agreement include website content?

Not by default. If the domain comes with a website, the agreement should clearly state which assets—like content, branding, and user data—are included in the sale.

Domain Name Sale Agreement Essentials and Legal Steps

Understand what a domain name sale agreement includes, how to protect your rights, and key steps for secure domain transfers and trademark considerations. 6 min read updated on May 08, 2025

Key Takeaways

A domain name sale agreement transfers ownership and associated rights of a domain from seller to buyer.
Essential components include identity of the parties, purchase price, warranties, and transfer process.
Due diligence, escrow services, and dispute resolution clauses can help ensure legal protection and reduce risk.
The agreement may include confidentiality, non-compete, and IP warranties to protect both parties.
Payment and domain transfer timing must be clearly defined and may involve a registrar or third-party escrow.
Domain sales involving trademarks, active websites, or monetized platforms should include additional considerations.

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.

Additional Considerations for Domain Transfers Involving Trademarks or Active Websites

In complex domain transactions, such as those involving trademarked terms or monetized websites, parties should consider:

Intellectual Property Transfers: Include language specifying that trademarks, copyrights, and content associated with the domain are included in the sale, where applicable.
Website Assets: If the domain hosts an active website, list and transfer additional assets (e.g., content, user data, databases, logos).
Non-Compete Clauses: To protect the value of the domain, buyers may require sellers to refrain from starting competing sites using similar domain names.
Tax and Valuation Concerns: Consider consulting a tax professional on how to structure the sale (especially in large-value transfers).

These additional steps help preserve the domain's value and minimize post-sale disputes.

Transferring the Domain Name and Registration

The transfer process is a crucial component of any domain name sale agreement:

Unlock Domain and Obtain Authorization Code: The seller must unlock the domain and provide the EPP/Auth code necessary for transfer.
Registrar Transfer: The buyer initiates the transfer using the provided code, and the registrar completes the process typically within 5–7 days.
Escrow Integration: If escrow is used, the funds are only released once the buyer confirms successful transfer of domain ownership.
Change of Ownership Records: Both the domain registrar and WHOIS databases must reflect the new owner's information.

Buyers and sellers should work closely with registrars or legal counsel to ensure all necessary steps are completed and properly documented.

Due Diligence Before Purchasing a Domain

Before executing a domain name sale agreement, the buyer should conduct proper due diligence:

WHOIS Lookup: Verify the seller’s ownership of the domain using WHOIS databases.
Trademark Conflicts: Check if the domain infringes on any registered trademarks, which could lead to legal disputes.
Domain History: Use tools like Wayback Machine or domain history services to understand past content or usage.
SEO and Reputation: Ensure the domain hasn’t been blacklisted or penalized by search engines.
Website Assets: If the domain comes with an active site, evaluate traffic, monetization, and intellectual property associated with the content.

Proper due diligence helps buyers avoid costly mistakes and ensures the legitimacy of the transaction.

Key Provisions to Include in a Domain Name Sale Agreement

To ensure clarity and minimize future disputes, a comprehensive domain name sale agreement should contain the following provisions:

Identification of the Domain: Clearly specify the domain name being transferred, including any relevant extensions (.com, .org, etc.).
Purchase Price and Payment Terms: Outline the total price, deposit (if any), method of payment (e.g., wire transfer, PayPal, escrow), and due dates.
Transfer Timeline: State when the domain will be transferred after payment, and specify which party initiates the registrar transfer.
Warranties: The seller should warrant that they own the domain free and clear of any liens or encumbrances, that there is no pending litigation, and that the domain does not infringe on third-party rights.
Representations: Include a clause stating both parties have the authority to enter the agreement and fulfill their obligations.
Dispute Resolution: Consider a clause specifying mediation, arbitration, or jurisdiction for legal disputes.
Escrow Services: Specify whether a neutral third-party escrow service (such as Escrow.com) will handle funds and domain transfer to protect both parties.
Confidentiality: Prevent either party from disclosing deal terms, if agreed upon.

These elements safeguard both the buyer and seller, ensuring a smooth and legally sound domain transaction.

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:

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.
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.
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.
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.
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.

Frequently Asked Questions

What is a domain name sale agreement?
A domain name sale agreement is a legal contract that outlines the transfer of ownership, rights, and interest in a domain name from a seller to a buyer.
Do I need an escrow service for a domain name sale?
Using an escrow service is strongly recommended, especially for high-value domains, as it ensures both parties fulfill their obligations before funds or the domain are released.
Can I sell a domain that includes a trademarked term?
You can, but it's risky. If the domain infringes on someone else's trademark, the buyer may face legal action even after purchase.
What happens if the domain transfer fails after payment?
If escrow is used, funds will not be released until the transfer is successful. Without escrow, the buyer may need to pursue legal remedies if the seller fails to transfer the domain.
Should a domain name sale agreement include website content?
Not by default. If the domain comes with a website, the agreement should clearly state which assets—like content, branding, and user data—are included in the sale.

If you need help with a domain sale agreement, you can post your legal need to UpCounsel's marketplace. Upcounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.