DOMAIN NAME SALE AGREEMENT THIS AGREEMENT is made on the [insert day] day of [insert month] [insert year] ("Effective Date") BETWEEN: [Insert the name and address of the organisation selling the domain name], ("the Seller) AND [Insert the name and address of the organisation purchasing the domain name], ("the Buyer") WHEREAS: The Seller is the current owner of the Internet Domain Name Address, [ Insert the domain name ], "the Domain Name", and now wishes to sell and transfer the said Domain Name. The parties therefore agree as follows: 1. Domain Name Sale and Transfer Fee In consideration of the one-time payment of [Insert agreed fee in both numbers and words, e.g. 拢10,000, Ten Thousand Pounds], "Sale and Transfer Fee" by Buyer, the Seller agrees to transfer ownership of and all rights, title and interest in the Domain Name to the Buyer. 2. Domain Name Transfer The Seller also agrees to the following: 2.1 To comply without delay to any reasonable request made by the Buyer once the Sale and Transfer Fee has been paid to transfer the Domain Name to any domain name system server, ("DNS Server") nominated by the Buyer. 2.2 To complete all forms, meet all requirements and to offer all reasonable assistance and co-operation to enable the Domain Name to be transferred in accordance with the terms of this Agreement. 3. Restrictions on Seller In recognition that the actions listed below in this clause 3 would impact upon the value and goodwill associated with the Domain Name, the Seller further agrees not to do the following without the express prior written approval of the Buyer: 3.1 Register, resell or rent any similar sounding or similarly spelt Internet Domain Name Address or Addresses; or 3.2 Use the Domain Name in keywords contained within the Meta Tags of any web page or referred to or repeated in the coding of any web page; or 3.3 Register the Domain Name or any similar sounding or similarly spelt Web Domain Address or any combination of the Domain Name as keywords with any search engine or directory; or 3.4 Attempt to register the Domain Name as a trademark, service mark or trade name, or assign any intellectual property rights associated with the Domain Name in this jurisdiction or any other to any individual or company other than the Buyer; or 3.5 Refer to the Domain Name in any promotional material or on any site owned by or in which The Seller has an interest. 4. Confidentiality Both parties shall keep confidential the specific terms of this Agreement and not disclose them save to such employees or contractors as need to know the relevant information for the purposes of performing this Agreement. The parties agree that all information marked "Confidential", or where not marked it is reasonable to judge such information as confidential, shall not be disclosed for a period of 2 years after the expiry of this Agreement, except where such disclosure is required by law or by order of a court in the jurisdiction of England. The parties further agree that all information marked as a "Trade Secret" and reasonably judged to constitute a trade secret shall not be disclosed at any time during or after the expiry of this Agreement, except where such disclosure is required by law or by order of a court in the jurisdiction of England. Confidential information and Trade Secrets shall consist of, but not necessarily be limited to: technical, commercial, financial, operational, marketing or promotional information or data. 5. Force Majeure Neither party shall be liable for delay or failure to perform any obligation under this Agreement if the delay or failure is caused by any circumstances beyond its reasonable control, including but not limited to acts of god, war, civil disorder or industrial dispute. If such delay or failure continues for a period of at least 30 days, the party not subject to the force majeure shall be entitled to terminate this Agreement by written notice to the other. 6. General 6.1 Failure by either party to enforce any accrued rights under this Agreement is not to be taken as or deemed to be a waiver of those rights unless the waiving party acknowledges the waiver in writing. 6.2 It is hereby declared that the foregoing paragraphs, subparagraphs and clauses of this Agreement shall be read and construed independently of each other. Should any part of this Agreement or its paragraphs, sub-paragraphs or clauses be found invalid it shall not affect the remaining paragraphs, sub-paragraphs and clauses. 6.3 No addition to or modification of any clause in this Agreement shall be binding on the parties unless made in writing and signed by the signatories to this Agreement or their duly authorised representatives. 6.4 This Agreement sets out the entire Agreement and understanding of the parties and is in substitution of any previous written or oral agreements between the parties. 7. Jurisdiction This Agreement shall be governed by and construed and interpreted in accordance with the law of England and Wales and the parties hereby submit to the jurisdiction of the English courts. IN WITNESS of which the parties have signed this Agreement the day, month and year first above written. [Insert Seller's Name] [Insert name of person signing on behalf of the Seller] [Insert their position] Signature: [Insert Buyer's Name] [Insert name of person signing on behalf of the Buyer] [Insert their position] Signature: (c) www.compactlaw.co.uk / all rights reserved / version 2.0 EXAMPLE AGREEMENT DOMAIN NAME SALE AGREEMENT THIS AGREEMENT is made on the 9th day of November 2002 ("Effective Date") BETWEEN: Greatest Domain Names For You Limited , ("the Seller) AND First Premier Mortgage Partners , ("the Buyer") WHEREAS: The Seller is the current owner of the Internet Domain Name Address, premier-mortgages-for-you.co.uk , "the Domain Name", and now wishes to sell and transfer the said Domain Name. The parties therefore agree as follows: 1. Domain Name Sale and Transfer Fee In consideration of the one-time payment of 拢10,000, Ten Thousand Pounds , "Sale and Transfer Fee" by Buyer, the Seller agrees to transfer ownership of and all rights, title and interest in the Domain Name to the Buyer. 2. Domain Name Transfer The Seller also agrees to the following: 2.1 To comply without delay to any reasonable request made by the Buyer once the Sale and Transfer Fee has been paid to transfer the Domain Name to any domain name system server, ("DNS Server") nominated by the Buyer. 2.2 To complete all forms, meet all requirements and to offer all reasonable assistance and co-operation to enable the Domain Name to be transferred in accordance with the terms of this Agreement. 3. Restrictions on Seller In recognition that the actions listed below in this clause 3 would impact upon the value and goodwill associated with the Domain Name, the Seller further agrees not to do the following without the express prior written approval of the Buyer: 3.1 Register, resell or rent any similar sounding or similarly spelt Internet Domain Name Address or Addresses; or 3.2 Use the Domain Name in keywords contained within the Meta Tags of any web page or referred to or repeated in the coding of any web page; or 3.3 Register the Domain Name or any similar sounding or similarly spelt Web Domain Address or any combination of the Domain Name as keywords with any search engine or directory; or 3.4 Attempt to register the Domain Name as a trademark, service mark or trade name, or assign any intellectual property rights associated with the Domain Name in this jurisdiction or any other to any individual or company other than the Buyer; or 3.5 Refer to the Domain Name in any promotional material or on any site owned by or in which The Seller has an interest. 4. Confidentiality Both parties shall keep confidential the specific terms of this Agreement and not disclose them save to such employees or contractors as need to know the relevant information for the purposes of performing this Agreement. The parties agree that all information marked "Confidential", or where not marked it is reasonable to judge such information as confidential, shall not be disclosed for a period of 2 years after the expiry of this Agreement, except where such disclosure is required by law or by order of a court in the jurisdiction of England. The parties further agree that all information marked as a "Trade Secret" and reasonably judged to constitute a trade secret shall not be disclosed at any time during or after the expiry of this Agreement, except where such disclosure is required by law or by order of a court in the jurisdiction of England. Confidential information and Trade Secrets shall consist of, but not necessarily be limited to: technical, commercial, financial, operational, marketing or promotional information or data. 5. Force Majeure Neither party shall be liable for delay or failure to perform any obligation under this Agreement if the delay or failure is caused by any circumstances beyond its reasonable control, including but not limited to acts of god, war, civil disorder or industrial dispute. If such delay or failure continues for a period of at least 30 days, the party not subject to the force majeure shall be entitled to terminate this Agreement by written notice to the other. 6. General 6.1 Failure by either party to enforce any accrued rights under this Agreement is not to be taken as or deemed to be a waiver of those rights unless the waiving party acknowledges the waiver in writing. 6.2 It is hereby declared that the foregoing paragraphs, subparagraphs and clauses of this Agreement shall be read and construed independently of each other. Should any part of this Agreement or its paragraphs, sub-paragraphs or clauses be found invalid it shall not affect the remaining paragraphs, sub-paragraphs and clauses. 6.3 No addition to or modification of any clause in this Agreement shall be binding on the parties unless made in writing and signed by the signatories to this Agreement or their duly authorised representatives. 6.4 This Agreement sets out the entire Agreement and understanding of the parties and is in substitution of any previous written or oral agreements between the parties. 7. Jurisdiction This Agreement shall be governed by and construed and interpreted in accordance with the law of England and Wales and the parties hereby submit to the jurisdiction of the English courts. IN WITNESS of which the parties have signed this Agreement the day, month and year first above written. Greatest Domain Names For You Limited John Bland Director Signature: First Premier Mortgage Partners Trevor Jones Finance Director Signature: (c) www.compactlaw.co.uk / all rights reserved / version 2.0

filetype:pdf
file time: 2008-03-11
file size:28407
Click Here To Download...