Product Overview This form is a purchase agreement for the all cash acquisition of an online community forum website, the domain names utilized for the site, and the associated code and software for the site. The agreement contemplates a cash sale using an escrow set up with escrow.com. The form contains a further assurances clause obligating the seller to execute and deliver to buyer any new or confirmatory instruments and do and perform (at buyer's reasonable expense) any other acts which buyer may reasonably request in order to fully sell assign and transfer to and vest in buyer, all of seller's right, title and interest in and to the website including domain names, software, databases, images, trademarks and hosting agreements. The agreement contains a fairly extensive list of seller warranties and representations in connection with the sale including warranties of authority to enter into the transaction, that the seller has good title to the transferred assets, that prior financial information furnished to the buyer is correct, and so forth. No liabilities associated with the website or transferred domain names are assumed by the buyer. Number of Single Spaced Pages: 10

 

Key Features

Purchase Agreement Type	Purchase and Sale Agreement for an online community website with related domain names
Additional Asset Included	All data, programming code, user or customer lists, moderator contact information and all other information as it pertains to the operation of the websites
Seller Liabilities	Expressly not assumed by the buyer
Seller Representations And Warranties	Extensive list of representations and warranties by the seller for the buyer's benefit
Escrow Account	Sale of website and domain names to be effected through an escrow account
Other Features	Further assurances clause; Sale of the assets for all cash at closing
Number of Single Spaced Pages	10

 

Quick Look

This Websites and Domain Name Acquisition and Transfer Agreement (“Agreement”) is made and entered into as of the _________ day of ____, 20__, by and between ________ located at ________________ (the "Seller") and ________________ with offices located at ________________ (the "Buyer") (each a “Party” or “Parties”).

WHEREAS, the Seller operates a certain online forum community with certain other functionality located at the url www.domainname.com (the “Asset”);

WHEREAS, the Buyer desires to purchase and the Seller desires to sell the Asset pursuant to the terms hereof;

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged it is hereby agreed by and between the parties as follows:

1.1 Sale, Assignment and Transfer. Subject to the provisions of this Agreement, Buyer agrees to purchase, and Seller agrees to sell, all Seller's rights, title and interest, to:

a) the completed websites as represented by Seller (the “Websites”), including, any and all associated software used in building the Websites and Website users lists and Website databases containing any Website user or Website information;

b) domain names;

c) name registrations;

d) any goodwill symbolized thereby; and

e) and all rights to sue for past infringement, if any, and to receive any recoveries pertaining thereto, all as set forth on Exhibit A, hereto and incorporated herein by this reference (the “Purchased Assets”). Seller does hereby sell, assign, convey and transfer to Buyer and Buyer hereby accepts, all of Seller's right, title and interest including, but not limited to, all of Seller's common law rights in and to the Purchased Assets. In addition, Seller hereby sells, assigns, conveys and transfers to Buyer all data, programming code, user or customer lists, moderator contact information and all other information as it pertains to the operation of the Websites listed on Exhibit A.

1.2 Except as otherwise expressly set forth in Exhibit B attached hereto, the Buyer does not assume any liabilities associated with the Asset.

2. Purchase Price and Costs of Transfer. The purchase price for the Purchased Assets shall be ___________ Dollars ($________) (the “Purchase Price”). The Purchase Price pursuant to this Section 2 shall be paid on Closing pursuant to Section 5 below.

3. Further Assurances. Seller hereby covenants that it will, at any time upon request of Buyer, execute and deliver to Buyer any new or confirmatory instruments and do and perform (at Buyer's reasonable expense) any other acts which Buyer may reasonably request in order to fully sell assign and transfer to and vest in Buyer, all of Seller's right, title and interest in and to the Purchased Assets, including, without limitation transfer of all Domain Names, software, databases, images, trademarks and hosting agreements.

4. Covenants. Seller further covenants that it will not, anywhere in the world, challenge, or cause a third party to challenge, the validity and ownership by Buyer of the Purchased Assets and will not, anywhere in the world directly or indirectly seek to register, defend, compromise or dispute any rights in and to the Purchased Assets. Seller also will not, anywhere in the world, directly or indirectly seek to register or otherwise acquire any rights in any web sites, domain names, trade names, trademarks, service marks, or other intellectual property assets that are or may be, or that contain portions that are or may be, confusingly similar to the Purchased Assets. Seller also will not use or cause to be used any copies of the Purchased Assets.

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End of Excerpt

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