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Domain name licence agreement

Under this agreement one party may permit another to use a domain name for an agreed period or an indefinite period.

The party that owns the domain name, the licensor, gives certain assurances to the licensee that the domain name will remain available to the licensee during the term of the agreement.

The other party, the licensee, gives undertakings that it will not use the domain name in any way that is likely to compromise the licensor's rights in the domain name or negatively affect the value of the domain name.

An optional option to purchase clause is included.

NB This document is not designed to cover the licensing or purchase of any intellectual property rights (such as registered and unregistered trade mark rights) which might be associated with the domain name.

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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: first party confidentiality undertaking; second party 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 return or destroy confidential information following termination; confidentiality obligations after termination.
  11. Publicity: limited public disclosures; limited public disclosures by first party; limited public disclosures by second party; 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 upon breach: any provision or specified provisions (with definition); conditions upon first party indemnity; indemnity upon breach: any provision or specified provisions (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 mispresentation; section subject to caveats to limits of liablity.
  25. Law and jurisdiction: governing law; jurisdiction.
  26. Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.
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