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Domain Name Purchase Agreement

This Domain Name Purchase Agreement (the "Agreement") is made and entered into as of [Date] by and between [Seller Name], a [State] [Entity Type] with a principal place of business at [Seller Address] (the "Seller"), and [Buyer Name], a [State] [Entity Type] with a principal place of business at [Buyer Address] (the "Buyer").

1. Introduction

1.1. The Seller is the owner of the domain name [Domain Name] (the "Domain Name").

1.2. The Buyer desires to purchase the Domain Name from the Seller on the terms and conditions set forth in this Agreement.

2. Purchase and Sale

2.1. The Seller agrees to sell, and the Buyer agrees to purchase, the Domain Name for the purchase price of [Purchase Price] (the "Purchase Price").

2.2. The Purchase Price shall be paid by the Buyer to the Seller in the following manner:

[Payment Method]

2.3. The Seller shall transfer ownership of the Domain Name to the Buyer upon receipt of the Purchase Price.

3. Representations and Warranties

3.1. The Seller represents and warrants to the Buyer that:

The Seller is the sole and exclusive owner of the Domain Name and has the full right, power, and authority to sell the Domain Name to the Buyer.
The Domain Name is not subject to any liens, encumbrances, or other third-party claims.
The Domain Name is not currently being used by any other party.
The Seller has not received any notices of any disputes or claims relating to the Domain Name.

3.2. The Buyer represents and warrants to the Seller that:

The Buyer has the full right, power, and authority to enter into this Agreement and to purchase the Domain Name.
The Buyer will use the Domain Name in accordance with all applicable laws and regulations.

4. Indemnification

4.1. The Seller agrees to indemnify and hold harmless the Buyer from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of the Seller's representations and warranties set forth in Section 3.1 of this Agreement.

4.2. The Buyer agrees to indemnify and hold harmless the Seller from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of the Buyer's representations and warranties set forth in Section 3.2 of this Agreement.

5. Disclaimer of Warranties

5.1. THE DOMAIN NAME IS PROVIDED "AS IS" AND THE SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE DOMAIN NAME, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

5.2. THE SELLER DOES NOT WARRANT THAT THE DOMAIN NAME WILL BE AVAILABLE FOR USE BY THE BUYER OR THAT THE DOMAIN NAME WILL BE FREE FROM ANY DEFECTS OR ERRORS.

6. Termination

6.1. This Agreement may be terminated by either party upon written notice to the other party if the other party breaches any of the terms and conditions of this Agreement and fails to cure such breach within [Number] days after written notice of such breach.

7. Governing Law

7.1. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya.

8. Dispute Resolution

8.1. Any dispute arising out of or relating to this Agreement shall be settled by binding arbitration in accordance with the Arbitration Rules of the [Arbitration Institution]. The arbitration shall be held in [City, Country]. The decision of the arbitrator shall be final and binding on the parties.

9. Notices

9.1. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, return receipt requested, or sent by overnight courier service, addressed as follows:

If to the Seller:

[Seller Name] [Seller Address]

If to the Buyer:

[Buyer Name] [Buyer Address]

10. Entire Agreement

10.1. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

11. Severability

11.1. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck from this Agreement and the remaining provisions shall remain in full force and effect.

12. Waiver

12.1. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any other or subsequent breach.

13. Assignment

13.1. This Agreement may not be assigned by either party without the prior written consent of the other party.

14. Counterparts

14.1. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

[Seller Signature]

[Seller Name]

[Buyer Signature]

[Buyer Name]

Introduction
Purchase and Sale
Representations and Warranties
Indemnification
Disclaimer of Warranties
Termination
Governing Law
Dispute Resolution
Notices
Entire Agreement
Severability
Waiver
Assignment
Counterparts

TLDR

This Domain Name Purchase Agreement outlines the terms and conditions for the sale and purchase of a domain name between the Seller and the Buyer. It includes representations and warranties, indemnification, disclaimer of warranties, termination provisions, governing law, dispute resolution, and other standard provisions.

Conclusion

This Domain Name Purchase Agreement is a legally binding document that outlines the terms and conditions for the sale and purchase of a domain name. It is important to carefully review the Agreement and seek legal advice before signing it.

Sample Domain Name Purchase Agreement

DOMAIN NAME PURCHASE AGREEMENT

This Domain Name Purchase Agreement (the "Agreement") is made and entered into as of [Date] by and between [Seller Full Name], residing at [Seller Address] (the "Seller"), and [Buyer Full Name], residing at [Buyer Address] (the "Buyer").

WITNESSETH:

WHEREAS, the Seller is the owner of the domain name [Domain Name] (the "Domain Name"); and

WHEREAS, the Buyer desires to purchase the Domain Name from the Seller on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. PURCHASE AND SALE

1.1. The Seller agrees to sell, and the Buyer agrees to purchase, the Domain Name for the purchase price of [Purchase Price] (the "Purchase Price").

1.2. The Purchase Price shall be paid by the Buyer to the Seller in the following manner:

[Payment Method]

1.3. The Seller shall transfer ownership of the Domain Name to the Buyer upon receipt of the Purchase Price.

2. REPRESENTATIONS AND WARRANTIES

2.1. The Seller represents and warrants to the Buyer that:

The Seller is the sole and exclusive owner of the Domain Name and has the full right, power, and authority to sell the Domain Name to the Buyer.
The Domain Name is not subject to any liens, encumbrances, or other third-party claims.
The Domain Name is not currently being used by any other party.
The Seller has not received any notices of any disputes or claims relating to the Domain Name.

2.2. The Buyer represents and warrants to the Seller that:

The Buyer has the full right, power, and authority to enter into this Agreement and to purchase the Domain Name.
The Buyer will use the Domain Name in accordance with all applicable laws and regulations.

3. INDEMNIFICATION

3.1. The Seller agrees to indemnify and hold harmless the Buyer from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of the Seller's representations and warranties set forth in Section 2.1 of this Agreement.

3.2. The Buyer agrees to indemnify and hold harmless the Seller from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of the Buyer's representations and warranties set forth in Section 2.2 of this Agreement.

4. DISCLAIMER OF WARRANTIES

4.1. THE DOMAIN NAME IS PROVIDED "AS IS" AND THE SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE DOMAIN NAME, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

4.2. THE SELLER DOES NOT WARRANT THAT THE DOMAIN NAME WILL BE AVAILABLE FOR USE BY THE BUYER OR THAT THE DOMAIN NAME WILL BE FREE FROM ANY DEFECTS OR ERRORS.

5. TERMINATION

5.1. This Agreement may be terminated by either party upon written notice to the other party if the other party breaches any of the terms and conditions of this Agreement and fails to cure such breach within [Number] days after written notice of such breach.

6. GOVERNING LAW

6.1. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya.

7. DISPUTE RESOLUTION

7.1. Any dispute arising out of or relating to this Agreement shall be settled by binding arbitration in accordance with the Arbitration Rules of the [Arbitration Institution]. The arbitration shall be held in [City, Country]. The decision of the arbitrator shall be final and binding on the parties.

8. NOTICES

8.1. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, return receipt requested, or sent by overnight courier service, addressed as follows:

If to the Seller:

[Seller Full Name] [Seller Address]

If to the Buyer:

[Buyer Full Name] [Buyer Address]

9. ENTIRE AGREEMENT

9.1. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

10. SEVERABILITY

10.1. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck from this Agreement and the remaining provisions shall remain in full force and effect.

11. WAIVER

11.1. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any other or subsequent breach.

12. ASSIGNMENT

12.1. This Agreement may not be assigned by either party without the prior written consent of the other party.

13. COUNTERPARTS

13.1. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

[Seller Signature]

[Seller Full Name]

[Buyer Signature]

[Buyer Full Name]

Sources:

Case Laws

Ikea v. Beijing CINet (2001): This landmark case in China involved a dispute over the domain name "ikea.com.cn." Ikea successfully argued that the domain name was registered in bad faith and that the defendant was engaging in cybersquatting. This case highlights the importance of protecting trademarks and brand names in the online world.
Uniform Domain-Name Dispute-Resolution Policy (UDRP): This policy, established by the Internet Corporation for Assigned Names and Numbers (ICANN), provides a framework for resolving disputes over domain names. The UDRP allows trademark holders to challenge the registration of domain names that are confusingly similar to their trademarks.