Domain name sale and ownership transfer agreement

This can be dangerous for you if the listing turns out to be something other than you were expecting, and this surprise could have been avoided by reading the listing thoroughly and asking the seller any questions that came to mind before taking any action. Acceptance, much like the offer, is fairly self-explanatory. In the Flippa scenario, as soon as a bid is placed, the bidder is accepting the seller's offer at the bid price.

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If you place your bid at the maximum price to avoid being outbid, your acceptance occurs every single time you come out as the highest bidder. When you accept an offer, you're accepting:. If you need help with domain transfer agreement, you can post your legal need on UpCounsel's marketplace.

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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 such as Google, Menlo Ventures, and Airbnb. Domain Transfer Agreement: Everything You Need to Know A domain transfer agreement is a contract that documents the terms of a transfer of ownership of a domain name from one entity to another.

Domain Name Assignment In the past, engaging in the practice of passing out flyers and business cards was the name of the game when it came to promoting your business. When considering possible domain names for your own company, you'll want to think of names that are: Short Easy to pronounce Catchy Keep in mind, there's a good chance the domain name you want to use has already been taken.

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Seller has good and sufficient power, authority and right to transfer the legal and beneficial title and ownership of the Domain Name to Purchaser as provided herein free and clear of all liens, encumbrances, claims, and charges.

There is no contract, commitment, option or any other right of any person binding upon, or which at any time in the future may become binding upon, Seller to sell, transfer, assign license or in any other way dispose of or encumber the Domain Name other than pursuant to the provisions of this Agreement.

Domain Transfer Agreement

This is particularly important if it appears that more than one individual has been involved in the ownership or management of the domain name prior to the purchase.

Seller is the sole beneficial and registered owner of the Domain Name, with good and marketable title thereto, free and clear of any license, lien, charge or encumbrance and has the right to sell, transfer, and covey the Domain Name to Purchaser. Sometimes a Buyer will also ask for an express warranty that the domain name does not infringe, however Sellers are reluctant to provide such a warranty.

Where there are issues surrounding trademarks, sometimes a holdback of part of the purchase price is asked for by the Buyer. The Seller and Purchaser represents to each other that each has not, directly or indirectly, employed any broker, finder or intermediary in connection with the transactions contemplated hereby who might be entitled to a fee or commission upon the execution of this Agreement or consummation of the transactions contemplated hereby and indemnifies each other for any such claims that may arise.

Any taxes applicable to the Purchase Price shall be borne by Seller. D epending on the jurisdiction of the parties and the nature of the transaction, sales taxes may be applicable and therefore tax advice should be sought. For Sellers, sometimes a transaction can be structured to minimize tax consequences,and accordingly the advice of an accountant should be sought. Each of Seller and Purchaser shall execute and deliver such further and other documents, assurances and conveyances as may be necessary from time to time to give effect to this Agreement and to carry out its provisions.

Often this provision is related to another provision for how the actual transfer of the domain name is to occur, e. Time shall be of the essence of this Agreement provided that the time for doing or completing any matter provided for herein may be extended or abridged by agreement in writing signed by Seller and Purchaser. Often this provision will be related to another provisions which establishes when the purchase price is to be paid by, and the consequences if it is not. Each of Seller and Purchaser shall pay their respective and other professional advisory fees, costs and expenses incurred in connection with the purchase and sale of the Domain Name and the preparation, execution and delivery of this Agreement and all other documents and instruments executed pursuant hereto.

This Agreement shall ensure to the benefit of and be binding upon the respective successors and permitted assigns of the parties hereto. Any party hereto may acknowledge receipt of a document or other information by email and expressly waive their right to notice of that document or other information by mail in said email communication. This Agreement constitutes the entire agreement between the parties.

No modification or amendment of this Agreement shall be effective unless in writing and signed by both parties.

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This Agreement replaces any and all prior agreements between the parties. If there is any conflict between any provision of this Agreement and any law, regulation or decree affecting this Agreement, the provision of this Agreement so affected shall be regarded as null and void and shall, where practicable, be curtailed and limited to the extent necessary to bring it within the requirements of such law, regulation or decree but otherwise it shall not render null and void other provisions of this Agreement.

Domain Name Purchase-Sale Agreement

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Seller hereby irrevocably consents and authorizes the Registrar to transfer this Domain Name to Purchaser in accordance with the regular transfer procedures of Registrar, which are set forth on Exhibit A attached hereto. Seller and its Affiliates, directors, officers, and employees shall hereafter take such other actions and execute such other agreements and instruments as are reasonably deemed necessary by Purchaser or the Registrar to document Seller's assignment and transfer of the Domain Name to Purchaser.

Purchaser will establish an account with the Registrar and initiate the transfer and follow the procedures set forth on Exhibit A attached hereto. The payment shall occur as follows: The Funds shall be released to Seller and a fully executed copy of the Agreement shall be released to the Seller and Purchaser in accordance with the terms of the Escrow Agreement.

Purchaser and Seller shall share equally the costs and fees due the Escrow Agent in connection with the Escrow Account and the services rendered pursuant to the Escrow Agreement.


All interest accrued on the Funds while in the escrow account shall be released to Purchaser. Future Use of Domain Name and Website.

Internet Domain Name Sold For $872,320,000

Once Purchaser becomes the owner of the Domain Name, Seller and its Affiliates shall not make any use, either for their own benefit or for the benefit of any other person or entity, of the Domain Name. As of the date Purchaser receives the Confirming E-mail, Purchaser shall, as the sole owner of the Domain Name, have the exclusive right to use or otherwise transfer the Domain Name. Seller agrees that it and its Affiliates, and all entities they control or are associated with, shall not in the future register, use, apply to register or assist any third party with registering, use or apply to register a domain name, trademark, or designation that comprises or includes, whether alone or in combination with each other or with other words, the Domain Name.

Seller shall indemnify and hold harmless Purchaser and its officers, directors, Affiliates, employees, and agents against any loss or claim related to the foregoing.