Domain name licence agreement

Domain name licence agreement contents

1. Definitions: definitions.
2. Term: commencement of term; end of term.
3. Licence: grant of licence in domain name; sub-licensing of licensed rights in domain name; reservation of all rights not expressly granted.
4. Licensor
    obligations: first party positive obligations in relation to domain name licence; first party domain name prohibitions.
5. Licensee
    obligations: second party obligations in relation to domain name licence.
6. Charges: obligation to pay charges; amounts inclusive or exclusive of VAT; variation of charges.
7. Payments: issue of invoices on specified dates; time for payment of charges following invoice; payment methods.
8. Interest on late payments: interest on late payments.
9. Option to purchase: option to purchase domain name; notice of exercise of option to purchase; payment of purchase price to solicitor or escrow agent; conditions of payment to agent of domain name purchase price; completion of transfer of domain name after exercise of option to purchase; allocation of costs of agent; damages not adequate remedy for breach of section.
10. Confidentiality obligations:
    Licensor
    confidentiality undertaking;
    Licensee
    confidentiality undertaking; disclosure of confidential information to certain persons; exceptions to confidentiality obligations; disclosures of confidential information mandated by law etc; parties to stop using confidential information upon termination; parties to delete confidential information following termination; confidentiality obligations after termination.
11. Publicity: limited public disclosures; limited public disclosures by 
    Licensor
    ; limited public disclosures by
    Licensee
    ; confidentiality obligations overriding.
12. Warranties: first party general warranties; warranties of non-infringement of domain name; second party warranty of authority; exclusion of implied warranties and representations.
13. Indemnities: indemnity (flexible, with definition); conditions upon first party indemnity; indemnity (flexible, with definition); conditions upon second party indemnity; limitations of liability vs indemnities.
14. Limitations and exclusions of liability: caveats to limits of liability; interpretation of limits of liability; no liability for loss of profits; no liability for loss of revenue; no liability for loss of use; no liability for loss of opportunities; no liability for loss of data or software; no liability for consequential loss.
15. Termination: termination without cause by first party; termination without cause by second party; termination upon breach; termination upon insolvency; termination upon non-payment.
16. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
17. Notices: methods and deemed receipt of contractual notices; contact details for contractual notices; substitute contact details for notices.
18. Further assurance: further assurance (intellectual property); assistance with registration of intellectual property rights; assistance with proceedings relating to assigned intellectual property.
19. Assignment: assignment by first party; assignment by second party.
20. No waivers: no unwritten waivers of breach; no continuing waiver.
21. Severability: severability of whole; severability of parts.
22. Third party rights: third party rights: benefit; third party rights: exercise of rights.
23. Variation: variation in writing and signed.
24. Entire agreement: entire agreement: documents; no misrepresentation; section subject to caveats to limits of liability.
25. Law and jurisdiction: governing law; jurisdiction.
26. Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.