TECH AGREEMENT 15001: COMPREHENSIVE ALL CASH PURCHASE AGREEMENT FOR DOMAIN NAME AND RELATED REGISTRATION RIGHTS $99.95
Purchase Agreement Type
|Purchase and Sale Agreement for a domain name with related registration rights|
Additional Asset Included
|To the extent assignable by Seller, all of Seller’s rights in, to and under certain contracts, agreements, affiliate programs, insertion orders, licenses, and the like associated with the domain name|
|Expressly not assumed by the buyer|
Seller And Buyer Representations And Warranties
|Extensive list of representations and warranties for by both the Seller And the Buyer|
|Sale of domain name to be effected through an online escrow account|
|Non-use and non-interference covenants by the Seller; Confidentiality provisions; Mutual Indemnification of the Parties; Sale of the assets for all cash at closing|
Number of Single Spaced Pages
THIS ALL CASH DOMAIN NAME PURCHASE AGREEMENT (this “Agreement”) is made as of the _____ day of ___________, 20__ (“Effective Date”) by and between _________________________ with principal business offices are located at ____________________________ (“Seller”), and ______________________________, a ___________ corporation, whose principal offices are located at _______________________ (“Buyer”).
A. Seller is the current registrant of, and owns registration rights to, the domain name www.domainname.com (the “Domain Name”). Buyer desires to purchase from Seller the Domain Name, and Seller desires to sell to Buyer the Domain Name.
B. NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants, agreements and conditions hereinafter set forth, and intending to be legally bound hereby, the parties hereto agree as follows.
1. PURCHASE AND SALE OF ASSETS
1.1. Assets to be Transferred. Subject to the terms and conditions of this Agreement, on the Closing Date (as hereinafter defined) Seller shall sell, transfer, convey, assign, and deliver to Buyer, and Buyer shall purchase, all of the rights, claims and assets of Seller used, held for use, or acquired or developed for use with the Domain Name, other than assets expressly defined in this Agreement as Excluded Assets as provided in Section 1.2 hereof (collectively, the “Purchased Assets”). The Purchased Assets shall include the following:
1.1.a) Domain Name. All of Seller’s right, title and interest in, to and associated with the Domain Name, including, but not limited to, all registrations, trademark rights, if any, in the Domain Name and Internet traffic to the Domain Name.
1.1.b) Trade Rights. All of Seller’s interest in any Intellectual Property associated with the Domain Name.
1.1.c) Contracts. To the extent assignable by Seller, all of Seller’s rights in, to and under all contracts, agreements, affiliate programs, insertion orders, licenses, and the like associated with the Domain Name (hereinafter “Contracts”), all as listed in Schedule 1.1.(c). Notwithstanding the above, if Seller fails to disclose any Contracts to Buyer in Schedule 1.1.(c), Buyer shall have the right to reject as a Purchased Asset any such Contract within sixty (60) days following Buyer obtaining actual knowledge of the existence of such Contract, and in such event Seller shall indemnify Buyer against any third party claim relating to such Contract. Upon assignment of the Domain Name and Contracts to Buyer, Buyer shall assume all of the obligations of Seller under the Contracts.
1.1.d) General Intangibles. All prepaid items, all causes of action arising out of occurrences before or after the Closing, and other intangible rights and assets of the Domain Name.
1.2. Excluded Assets. The provisions of Section 1.1 notwithstanding, Seller shall not sell, transfer, assign, convey or deliver to Buyer, and Buyer shall not purchase or accept the following assets of Seller (collectively the “Excluded Assets”).
1.2.a) Equipment. Seller’s machinery, equipment, hardware, servers, computers, furniture, and any similar personal property owned or held for use by Seller on the Closing Date.
1.2.b) Consideration. The consideration delivered by Buyer to Seller pursuant to this Agreement.
1.2.c) Real Property. Any lease or other interest in real property.
1.2.d) Rejected Contracts. Contracts rejected by Buyer pursuant to Section 1.1(c).
1.2.e) Tax Credits and Records. Federal, state and local income and franchise tax credits and tax refund claims and associated returns and records. Buyer shall have reasonable access to such returns and records related to the Domain Name and Purchased Assets and may make excerpts therefrom and copies thereof subject to the prior approval of Seller, which approval shall not be unreasonably withheld.
1.2.f) Accounts Receivable/Cash. All accounts receivable of Seller and Cash on hand or on account for Seller.
As used in this Agreement, the term “Liability” shall mean and include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted or unasserted, liquidated or unliquidated, secured or unsecured.
2.1. No Buyer Liabilities. Buyer is not assuming any Liabilities of Seller and all such Liabilities shall be and remain the responsibility of Seller. Nothing contained herein shall cause Buyer to assume any liabilities or obligations arising out of the operation or ownership of the Purchased Assets prior to the Closing, whether known or unknown at the Closing Date.
2.2. Seller Liabilities. Buyer is not assuming and Seller shall not be deemed to have transferred to Buyer the following Liabilities of Seller (collectively the “Seller Liabilities”), and nothing contained herein shall cause Seller to assume any liabilities or obligations arising out of the operation or ownership of the Purchased Assets after the Closing:
2.2.a) Taxes Arising from Transaction. Any taxes applicable to, imposed upon or arising out of the sale or transfer of the Purchased Assets to Buyer and the other transactions contemplated by this Agreement, including but not limited to any income, transfer, sales, use, gross receipts or documentary stamp taxes. Seller agrees to pay all taxes for which the Seller is liable.
2.2.b) Income and Franchise Taxes. Any Liability of Seller for federal income taxes and any state or local income, profit or franchise taxes (and any penalties or interest due on account thereof).
2.2.c) Litigation Matters. Any Liability with respect to any action, suit, proceeding, arbitration, or investigation or inquiry, whether civil, criminal or administrative (“Litigation”).
2.2.d) Infringements. Any Liability to a third party arising from the operation or ownership of the Purchased Assets prior to the Closing Date for infringement of such third party’s patent, copyright, trademark, trade secret, or other intellectual or proprietary right.
2.2.e) Employee Claims. Any Liability to or with respect to any employee or former employee of the Seller, including, but not limited to, any Liability under any employee benefit plan, or for unpaid or accrued vacation or sick time, or severance pay.
End of Excerpt
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