Domain Name Transfer Agreement
This Domain Name Transfer Agreement is made on [AGREEMENT DATE] between [BUYER NAME], a [CORPORATE JURISDICTION] corporation with its principal place of business at [PARTY ONE ADDRESS] (the "Buyer") and [SELLER NAME], [whose principal place of residence is at/a [CORPORATE JURISDICTION] corporation with its principal place of business at] [SELLER ADDRESS] (the "Seller").
The parties agree as follows (the capitalized terms used in this agreement, in addition to those above, being defined in section 12 (Definitions)):
1. Domain Name. The Seller hereby absolutely, irrevocably, and unconditionally transfers to the Buyer its entire interest in
(a) the domain name identified in section 2.1 (Domain Name),
(b) all associated URLs identified in section 2.2 (URL of Domain Name), and
(c) all related intellectual property and other rights
(collectively, the "Domain Name") in accordance with the terms of this agreement.
2. Key Terms
2.1. Domain Name: [DOMAIN NAME]
2.2. Associated URL(s) of Domain Name: [URL(s) OF DOMAIN NAME]
2.3. Purchase Price: $[PURCHASE PRICE]
2.4. Effective Date: [EFFECTIVE DATE]
3. Transfer of Domain Name
3.1. Effective Transfer of Domain Name. The Seller shall, after receipt of the Purchase Price and on or before the Effective Date,
(a) take all necessary steps to change the registered ownership of the Domain Name to the Buyer, and
(b) convey to the Buyer any interest that the Seller may have in the Domain Name.
3.2. Deemed Transfer. The Domain Name will be deemed transferred when
(a) the Buyer has transferred to the Seller all records within its control relating to the Domain Name,
(b) the Buyer's registrar has confirmed the transfer in accordance with its procedures,
(c) the applicable WHOIS database identifies the Buyer as the registrant of the Domain Name, and
(d) the Buyer has full administrative and technical control over the Domain Name.
3.3. Failure to Complete Transfer. If the Seller fails to complete the transfer of the Domain Name by the Effective Date, the Buyer may terminate this agreement immediately[ and the Seller shall immediately reimburse the Buyer for any deposit that it had paid].
4. Payment Obligations
4.1. Payment of Purchase Price. The Buyer shall pay the Purchase Price to the Seller at least [two] business days before the Effective Date.
4.2. Payment Net of Taxes. All payments owed by the Buyer are exclusive of taxes. The Buyer shall pay, and the Seller shall collect and remit, any taxes payable.
5. Seller's Representations
5.1. Ownership of Domain Name. The Seller is the sole owner of the Domain Name, free of claims by any other Person.
5.2. Right to Transfer. The Seller has the exclusive right to transfer the Domain Name to the Buyer.
5.3. Legal and Regulatory Compliance. The registration and use of the Domain Name
(a) complies with all applicable Laws of the jurisdictions in which Seller conducts business,
(b) does not violate any procedures or policies of, and the Domain Name was registered without fraud on or misrepresentation to
(i) the Internet Corporation for Assigned Names and Numbers, or
(ii) any applicable domain name registry or registrar, and
(c) does not infringe, misappropriate, or otherwise violate any Person's intellectual property or other rights.
5.4. Registration Fees Current. The Seller has paid all applicable fees related to the Domain Name registration that are scheduled to expire on or before the Effective Date.
5.5. No Conflicts. The Seller is under no other restriction or obligation that may affect the performance of its obligations under this agreement. In particular, the Seller has not taken any action to assign, transfer, or encumber the Domain Name, and is not legally bound by any agreements or obligation relating to the Domain Name that could
(a) obligate either it or the Buyer to license or otherwise grant rights in the Domain Name to any other Person,
(b) result in a claim against or lien on the Domain Name, or
(c) prohibit the transfer contemplated by this agreement or result in a claim in connection with the Domain Name.
5.6. No Breach. The execution, delivery, and performance of its obligations under this agreement do not and will not breach or result in a default under
(a) [its articles, by-laws, or any unanimous shareholders agreement,]
(b) any Law to which it is subject, or
(c) any judgment, order, or decree of any governmental authority to which it is subject.
5.7. No Liens. The Domain Name is free of any liens, security interests, or other encumbrances, or other restrictions.
5.8. No Claims. The Seller is not aware of any claim or threatened claim that the use of the Domain Name infringes upon the intellectual property or other proprietary or personal rights of any third party.
5.9. [No Artificial Inflation of Traffic. The Seller
(a) does not own or control any other domain names or websites or banners that drive any Internet traffic to the Domain Name,
(b) is not engaging in "click fraud" or any other activities that artificially inflate the apparent amount or value of the traffic or revenue statistics of the Domain Name (including
(i) purchasing traffic and directing it to the Domain Name,
(ii) using "bots" to automatically visit the Domain Name, or
(iii) employing, engaging, or contracting with any Person or entity to manually visit the Domain Name), and
(c) has not engaged in any other activities intended to or having the effect of automating, incentivizing, or increasing the amount or value of the traffic or revenue associated with the Domain Name.]
6.1. Seller May Own Other Sites. Nothing in this agreement will be construed to limit the Seller's right to create, own, or maintain any other website or domain name.
7. Disclaimer. The Seller makes no representation or warranty, whether express, implied, statutory, or otherwise, other than those contained in this agreement. The Seller will not be liable for any implied warranties (including, to the maximum extent permitted by applicable Law, any warranties of merchantability or fitness for a particular purpose).
8. Seller's Obligations
8.1.No Similar Names. The Seller shall not at any time use any domain name or mark that
(a) incorporates all or part of the Domain Name, or
(b) is confusingly similar to the Domain Name.
8.2. No Interference with Applications. The Seller shall not, directly or indirectly,
(a) oppose any existing or future applications or registrations of the Buyer for the Domain Name, or
(b) attempt to cancel or oppose any existing or future application or registration that the Buyer makes for the Domain Name.
9.1. Seller's Indemnity. The Seller shall indemnify the Buyer against all claims, liability, and expenses (including legal fees) arising from any third party claim or proceeding brought against the Buyer that alleges infringement or other breach of the third party's intellectual property or other rights, in relation to the Domain Name, that took place or is alleged to have taken place before the Effective Date.
9.2. Buyer's Indemnity. The Buyer shall indemnify the Seller against all claims, liability, and expenses (including legal fees) arising from any third party claim or proceeding brought against the Seller that alleges infringement or other breach of the third party's intellectual property or other rights, in relation to the Domain Name, that took place or is alleged to have taken place on or after the Effective Date.
9.3. Mutual Indemnity. Each party shall indemnify the other party[ and its directors, officers, employees, shareholders, partners, agents, and affiliates,] against all claims, liability, and expenses (including legal fees) arising from any third party claim or proceeding brought against one party that alleges any [grossly] negligent act or omission or willful conduct of the other party[ or its directors, officers, employees, shareholders, partners, agents, or affiliates].
9.4. Notice of Claim. A party shall give prompt notice to the other party of any claim or potential claim for indemnification under this section.
9.5. Exclusive Remedies. The rights granted under this section 9 (Indemnification) are the exclusive remedies available under this agreement in connection with the claims and losses that this section addresses.
10. Confidentiality. Neither party shall disclose the existence or terms of this agreement without the express written consent of the other party, except for disclosures required by applicable Law.
11. Liability for Damages
11.1. Foreseeability. Neither party will be liable for breach-of-contract damages that the breaching party could not reasonably have foreseen on entering into this agreement.
12.1. "Domain Name" is defined in section 1 (Transfer of Domain Name).
12.2. "Effective Date" is defined in section 2.4 (Effective Date).
12.3. “Law” means
(a) any law (including the common law), statute, by-law, rule, regulation, order, ordinance, treaty, decree, judgment, and
(b) any official directive, protocol, code, guideline, notice, approval, order, policy, or other requirement of any governmental authority having the force of law.
12.4. “Person” includes
(a) any corporation, company, limited liability company, partnership, Governmental Authority, joint venture, fund, trust, association, syndicate, organization, or other entity or group of persons, whether incorporated or not, and
(b) any individual.
12.5. "Purchase Price" is defined in section 2.3 (Purchase Price).
13. General Provisions
13.1. Entire Agreement. This agreement contains all the terms agreed to by the parties relating to its subject matter. It replaces all previous discussions, understandings, and agreements.
13.2. Further Assurances. Each party, upon receipt of Notice from the other party, shall sign (or cause to be signed) all further documents, do (or cause to be done) all further acts, and provide all assurances as may reasonably be necessary or desirable to give effect to the terms of this agreement.
13.3. Amendment. This agreement may only be amended by a written document signed by both parties.
13.4. Assignment. Neither party may assign this agreement or any of their rights or obligations under this agreement without the prior written consent of the other party.
13.5. Third Party Beneficiaries. The Indemnification terms of this agreement confer rights and remedies upon each party’s directors, officers, employees, shareholders, partners, agents, or affiliates. No Person other than the parties themselves and those beneficiaries has any rights or remedies under this agreement.
(a) Form of Notice. All notices and other communications between the parties must be in writing.
(b) Method of Notice. Notices must be given by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid[, (iv) fax][ or (v) electronic mail] to the party’s address specified in this agreement, or to the address that a party has notified to be that party’s address for the purposes of this section 13.6 (Notices).
(c) Receipt of Notice. A Notice given in accordance with this agreement will be effective upon receipt by the party to which it is given or, if mailed, upon the earlier of receipt and the fifth Business Day following mailing.
13.7. Remedies Cumulative. Except as provided in section 9.5 (Exclusive Remedies), the rights and remedies available to a party under this agreement are cumulative and in addition to, not exclusive of or in substitution for, any rights or remedies otherwise available to that party.
13.8. Severability. If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.
13.9. Waiver. A party’s failure or neglect to enforce any of rights under this agreement will not be deemed to be a waiver of that party's rights.
13.10. Governing Law. This agreement will be governed by and construed in accordance with the laws of the State of [GOVERNING LAW STATE], without regard to its conflict of laws rules.
13.11. Dispute Resolution
(a) Arbitration. Any dispute or controversy arising under or in connection with this agreement will be settled exclusively by arbitration in [STATE], in accordance with the rules of the American Arbitration Association then in effect by [NUMBER OF ARBITRATORS] arbitrator(s).
(b) No Punitive Damages. The arbitrator(s) will not have the power to award punitive damages.
(c) Judgment. The successful party may enter the arbitral judgment in any court having jurisdiction.
13.12. Waiver of Jury Trial. Each party irrevocably waives its rights to trial by jury in any action or proceeding arising out of or relating to this agreement or the transactions relating to its subject matter.
13.13. Attorney Fees. If either party brings legal action to enforce its rights under this agreement, the prevailing party will be entitled to recover its expenses (including reasonable attorneys' fees) incurred in connection with the action and any appeal.
(a)Number and Gender. Unless the context requires otherwise, words importing the singular number include the plural and vice versa; words importing gender include all genders.
(b) Headings. The headings used in this agreement and its division into sections and other subdivisions do not affect its interpretation.
(c) Internal References. References in this agreement to sections and other subdivisions are to those parts of this agreement.
13.15. Counterparts. This agreement may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document.
13.16. Effectiveness of Agreement. This agreement is effective as of the date shown at the top of the first page, even if any signatures are made after that date.
This agreement has been signed by the parties.