Domain Name Purchase Agreement Template

DOMAIN NAME PURCHASE AGREEMENT

This Domain Name Purchase Agreement (“Agreement”) is made effective this [Insert] (the “Effective Date”), by and between [Insert] (“Purchaser”), and [Insert] (“Seller”).

WHEREAS, Purchaser desires to purchase Seller’s rights in and to the internet domain name [Insert] (the “Domain Name”); and

WHEREAS, Seller desires to sell to Purchaser any and all rights it has in and to the Domain Name under this agreement;

NOW THEREFORE, in consideration of the promises and mutual covenants and agreements herein contained, it is agreed as follows:

Purchase and Sale.  Purchaser agrees to purchase, and Seller agrees to sell, assign, transfer, and convey to Purchaser, any and all of Seller’s right, title, and interest in and to the Domain Name including, but not limited to the following:

  1. Any and all rights to own, register, and use the Domain Name;
  2. Any and all registered or unregistered trademarks, service marks, copyrights or other intellectual property or proprietary rights associated with or relating to the Domain Name;
  3. Any and all rights associated with or relating to traffic to or from the Domain Name;
  4. Any and all goodwill associated with or relating to Seller’s right, title, and interest in and to the Domain Name; and
  5. Any and all of Seller’s after-acquired rights in and to the Domain Name.

Purchase and Price.  The total purchase price (“Purchase Price”) to be paid by Purchaser to Seller for Seller’s right, title, and interest in and to the Domain Name shall be [Insert].  The Purchase Price shall be paid at closing through an internet escrow service.

Ownership and Control of the Domain Name.  The parties understand and agree that upon full execution of this Agreement, payment of the Purchase Price as provided herein, Purchaser shall be the sole and absolute owner (also known as the “Registrant”) of the Domain Name and the Administrative Contact, Billing Contact, and Technical Contact (collectively, the “Domain Contact”) of the Domain Name.

Seller’s Representations and Warranties.  Seller hereby separately warrants and represents to Purchaser that: Seller has full legal right, power, and authority to enter into this Agreement and to sell, assign, transfer, and convey its right, title, and interest in and to the Domain Name to Purchaser; Seller’s right, title, and interest in and to the Domain Name are being transferred free and clear of any liens, encumbrances, restrictions, licenses, or security interests; and Seller has no actual or constructive knowledge of any third party claim to any right, title, or interest in or to the Domain Name.

Further Assurances.  Seller agrees to execute registration transfer documents and take any further actions required by the Domain Name registrar after the Effective Date of this Agreement to effect or confirm the full transfer by Seller of its right, title, and interest in and to the Domain Name.

Subsequent Use of Sale.  The parties understand and agree that upon full execution of this Agreement and payment of the Purchase Price as provided herein, Purchaser shall be free to use and develop the Domain Name, or to sell the Domain Name to a third party at any time, all in Purchaser’s sole and absolute discretion.

Entire 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.  This Agreement may be amended only by an instrument in writing signed by both parties.

Governing Law.  This Agreement shall be governed by and interpreted in accordance with the laws of the State of California in the country of the United States, without regard to that state’s choice of law principles which may direct the application of the laws of another jurisdiction.  The parties agree that the state and federal courts of California shall be the sole venue for the resolution of any dispute between them regarding the subject matter of this Agreement.

Attorneys’ Fees.  In the event of any dispute between the parties in connection with this Agreement resulting in litigation or arbitration, each party shall be responsible for its own costs and expenses, including attorney’s fees.

Severability.  If any provision of this Agreement is held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this Agreement shall not be affected thereby.

Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same agreement.  A signature by facsimile shall have the same force and effect as an original signature.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

SELLER:

Name:    _____________________ Title:    _____________________

Date: _____________________ Signature: _____________________

BUYER:

Name:    _____________________ Title:    _____________________

Date: _____________________ Signature: _____________________