This Purchase Agreement (the "Agreement") is entered
into between [insert buyer's name here] ("Buyer") and
[insert seller's name here]("Seller"). Seller owns the
registration rights to the Internet domain name
"[insert domain name here]" (the "Name"). Buyer
desires to purchase the registration rights to the
Name, and the Seller desires to sell such rights to the
Buyer, on the terms set forth in this Agreement.
Therefore, Buyer and Seller hereby agree as
follows.
1. The Seller owns the registration rights of the
Name. To his/her knowledge there are no pending
litigations or legal actions against those rights
and/or ownership.
2. Purchase of the Name. Seller hereby sells,
assigns and transfers to Buyer all of the Seller's
right, title and interest in and to the Name, including
all associated goodwill (the "Rights"). Buyer agrees
to pay [insert amount here] USD ([restate amount here]
U.S. Dollars) ("Purchase Price") within five days of
the receipt of this signed contract from the Seller.
The Purchase Price shall be paid to ProQuality
Corporation ("ProQuality") which will hold all monies
in escrow until all terms of this Agreement have been
executed. Concurrent with the execution of the
Agreement, Buyer and Seller shall enter into the Escrow
Agreement attached to this Agreement as Attachment "A",
which is incorporated herein by reference ("Escrow
Agreement"). Buyer and Seller agree that payment and
transfer of the Purchase Price shall be performed
according to instructions and procedures set forth in
the Escrow Agreement. Buyer and Seller agree to
cooperate and to take all steps necessary to effect the
transfer of the Domain Name and to otherwise achieve
the goals contemplated by this Agreement.
3. Transfer of the Rights. Buyer will provide the
Seller the registration information required by
InterNIC (or such other appropriate organization) (the
"Registrar") for transfer of the Name. Seller will
assist Buyer in transferring the domain name through
Registrar, including completing and signing the
Registrant Name Change Agreement. Seller will perform
and deliver to Buyer all necessary documents and will
take all necessary actions in order to transfer the
Name to Buyer within a maximum period of five days
after payment has been received.
4. Trademarks. Upon receipt of the payment described
in Section 2, Seller hereby assigns to Buyer any and
all right, title and interest Seller has to the [insert
domain name including .com extension] and/or [insert
domain name without .com extension] trademark whether
created by registration of same or common law.
5. No Competition. Seller shall not challenge,
interfere, solicit, encourage or assist others to
challenge or otherwise interfere with Buyer's title,
interest, right or use of the Domain Name. Seller will
not himself, or enable or allow another to, take any
action or refrain from any action or otherwise support
any claim that may detrimentally affect the
registrability, validity of or commercial value
associated with the Domain Name, including goodwill
associated therewith.
6. Representations and Warranties.
Seller represents that:
(i) Seller is the registrant listed in
the records of the Registrar as the owner of the
registration of the Domain Name.
(ii) Seller has not used and will not
make or use any fraud, misrepresentation, or
otherwise any false statement in the process of
registration and maintenance of the registration
of the Domain Name on or in connection with the
transaction underlying this Agreement.
(iii) No fees are owing to the Registrar
or any government agency or other entity or party
with regard to the registration of the Domain
Name. Seller warrants that all registration fees
to the Registrar are current and shall remain so
until close of escrow. Furthermore, Seller shall
deliver under this agreement free, clear and
marketable title to the Domain Name.
(iv) Seller has not licensed or
otherwise allowed or enabled the use of the
Domain Name to any other person or entity, or
granted any right with respect to the Domain Name
to any other person or entity, that may, in any
manner, restrict, impede or adversely affect
Buyer's rights therein.
(v) Seller has the authority and agrees
to execute and deliver this Agreement and
Registrant's Name Change Agreement, as described
below and any other document necessary to perfect
the transaction contemplated herein.
(vi) Seller has not obtained a trademark
registration or filed any application to register
a trademark with the US Patent and Trademark
Office or other agency (domestic or foreign) of
the Domain Name or any other mark confusingly
similar to the Domain Name.
(vii) To the Seller's best information,
ownership of registration of the Domain Name, and
use of the Domain Name, do not infringe upon the
rights of any third party.
Buyer represents and warrants that:
(i) It is duly authorized to execute
and enter into this Agreement.
(ii) It has all the resources necessary
to complete the transaction contemplated herein
and has the authority to commit such resources for
the purposes of this transaction.
(iii) It has not and will not make any
fraudulent or false statements or
misrepresentations in connection with the
transaction underlying this Agreement.
7. Entire Agreement. This Agreement constitutes the
entire agreement between the parties relating to the
subject matter hereof and supersedes all prior
agreements or understandings relating thereto. This
Agreement may not be modified except in writing, signed
by both parties.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date set forth below.
Seller's Company/
Organization/Individual:_______________________________
Seller's Signature:____________________________________
Seller's Name (Printed):_______________________________
Buyer's Company/
Organization/Individual:_______________________________
Buyer's Signature:_____________________________________
Buyer's Name (Printed):________________________________
Escrow Service Charges
All charges for this Escrow Service are deducted from the amount
in Escrow. The charges are as follows:
Domain Name Sale Price
$100 - $10,000
$10,001 - $20,000
$20,001 - $40,000
$40,001 - $60,000
over $60,001
|
Service Charge
$25 + 3% of the selling price
$25 + 2.5% of the selling price
$25 + 2% of the selling price
$25 + 1.5% of the selling price
$25 + 1% of the selling price
|
|
|