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Domain name sale agreement

This agreement may be used in relation to the sale of a domain name, or a collection of domain names, by one person or company to another.

The agreement includes provisions allowing for the price to be held in escrow by a third party, pending the completion of the transfer of the domain name.

Different domain name extensions are regulated by different bodies and you will need to ensure that your transfer complies with the applicable rules of the relevant body. For example, you will need to ensure that the buyer is qualified to hold the domain name or domain names.

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Domain name sale agreement contents

  1. Definitions: definitions.
  2. Term: commencement of term; end of term (indefinite).
  3. Assignment of Domain Name: assignment of domain name and associated rights; date that assignment takes effect; assignment rights include historic rights.
  4. Domain Name transfer process: registration of domain name assignment; further assurance (intellectual property); assistance with proceedings relating to assigned intellectual property.
  5. Purchase Price: obligation to pay purchase price; amounts inclusive or exclusive of VAT.
  6. Payment: issue of invoice for purchase price; time for payment of purchase price following invoice; payment methods for purchase price.
  7. Interest on late payments: interest on late payments.
  8. Confidentiality obligations: first party confidentiality undertaking (no permitted purpose limitation); second party confidentiality undertaking (no permitted purpose limitation); disclosure of confidential information to certain persons (no permitted purpose limitation); 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.
  9. Publicity: no public disclosures by second party; no public disclosures by first party.
  10. Warranties: first party general warranties; warranties of non-infringement of domain name; second party warranty of authority; exclusion of implied warranties and representations.
  11. 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.
  12. Limits upon exclusions of liability: caveats to limits of liability.
  13. Termination: termination upon breach; termination upon insolvency.
  14. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
  15. General: no waiver; severability; variation written and signed; no assignment without written consent; no third party rights; entire agreement; governing law; exclusive jurisdiction.

SCHEDULE 1 (FINANCIAL PROVISIONS)

  1. Financial provisions: financial provisions prompt.
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