Applies only to Domain Name Purchases. There is no need to complete this for any other purchase: E.g. – Logo, Print, Infographic, other non-domain name products.
DOMAIN NAME SALE AND OWNERSHIP TRANSFER AGREEMENT:
Must be completed prior to domain transfer.
This Domain Name Sale and Ownership Transfer Agreement (“Agreement”) is entered into between [Seller’s] of [Seller’s company name, if applicable] located at [Seller’s full address] (“Seller”), and [Purchaser’s name] of [Purchaser’s company name, if applicable] located at [Purchaser’s full address] (“Purchaser”) on this [effective date]. This agreement sets forth all terms and conditions under which Seller agrees to sell and transfer to Purchaser all ownership rights in and to the domain name [domain name] (“Domain Name”) including any and all trademark rights and attendant goodwill associated therewith.
Seller and the Purchaser hereby agree as follows:
- Purchase Price. In consideration for payment of [purchase price, written-out] dollars ($[purchase price, numerical].00), the sufficiency of which is hereby acknowledged (“Purchase Price”), paid by Purchaser to Seller, Seller hereby assigns, sells, transfers and conveys to Purchaser all of Seller’s right, title, and interest in and to the Domain Name. Payment will be made in US dollars.
- Seller’s Representations. Seller represents and warrants that it is the lawful and exclusive registrant of the Domain Name and no other party has any right to registration of the Domain Name or has otherwise made any claim to the Domain Name. Seller further represents and warrants that it has the exclusive authority to enter into this transaction and transfer the Domain Name, free of the claims of any third parties.
- Transfer of the Domain Name. The Domain Name is registered with [Registrar’s name] (“Registrar”), an ICANN accredited registrar system. Upon confirmation of receipt of Purchase Price in escrow, Seller shall provide Purchaser with transfer authorization codes to initiate transfer or Seller shall push the domain name to Purchaser’s account using an inter-account change request.
- Further Assurances. Seller shall take all necessary actions, including providing all necessary documentation to Purchaser in order to transfer Domain Name to Purchaser.
- Escrow. Escrow.com will be used for escrow services, and will be split by Seller and Purchaser.
- Confidentiality. Both parties mutually agree to keep the terms of this Agreement confidential, and will disclose, verify, confirm or reveal nothing to any third party concerning the matter.
- Counterparts. This Agreement may be signed in counterparts. Signed counterparts of this Agreement transmitted via Fax or digital signing service are equivalent to a signed original of this Agreement.
- Governing Law. This Agreement is made under and shall be governed by and interpreted in accordance with the laws of the State of [Purchaser’s state], [Purchaser’s county], without regard to that state’s choice of law principles, which may direct the application of the laws of another jurisdiction.
- Entire Agreement. This Agreement constitutes and contains the entire agreement between the parties with respect to the subject matter herein and supersedes any prior oral or written agreements. This Agreement cannot be changed, modified, amended, or supplemented, except in writing signed by all parties hereto.
# Limitation of Liability. There are no guarantees of specific results from the ownership or use of this domain. Seller shall not be liable for any indirect, special, incidental, consequential, punitive or exemplary damages of any kind (including lost profits) arising from or relating in any way from this domain regardless of the form of action whether in contract, tort (including negligence), including any special, indirect or consequential damages or otherwise, even if such party has been advised of the possibility of such damages, whether caused by Seller’s negligence, errors, omissions, strict liability, breach of contract, breach of warranty or other cause or causes whatsoever. Under no circumstances shall Seller be liable to any party for any loss that may occur due to any loss of web site traffic, loss of potential or actual sales or profits, access delays, access interruptions to your website, or any other losses of any nature. Where such limitations of liability are not permitted by law, the parties’ maximum liability shall be the Purchase Price under this Agreement.