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Draft a domain name purchase agreement for an online business
Domain Name Purchase Agreement for an Online Business
Table of Contents
Introduction
Definitions
Agreement to Sell and Purchase
Purchase Price
Payment Terms
Transfer of Domain Name
Representations and Warranties
Indemnification
Confidentiality
Governing Law and Dispute Resolution
Miscellaneous Provisions
Signatures
1. Introduction
This Domain Name Purchase Agreement ("Agreement") is made and entered into as of [Date], by and between [Seller's Full Name], with a principal place of business at [Seller's Address] ("Seller"), and [Purchaser's Full Name], with a principal place of business at [Purchaser's Address] ("Purchaser").
2. Definitions
Domain Name: The internet domain name [Domain Name] including any and all trademark rights and attendant goodwill associated therewith.
Purchase Price: The total amount to be paid by the Purchaser to the Seller for the Domain Name.
Effective Date: The date on which this Agreement is executed by both parties.
3. Agreement to Sell and Purchase
The Seller agrees to sell, transfer, and assign to the Purchaser, and the Purchaser agrees to purchase from the Seller, all rights, title, and interest in and to the Domain Name, subject to the terms and conditions set forth in this Agreement.
4. Purchase Price
The Purchase Price for the Domain Name shall be [Amount in Words] ([Amount in Figures]) Kenyan Shillings, payable as set forth in Section 5 below.
5. Payment Terms
Initial Deposit: The Purchaser shall pay an initial deposit of [Amount in Words] ([Amount in Figures]) Kenyan Shillings upon execution of this Agreement.
Final Payment: The remaining balance of the Purchase Price shall be paid upon the successful transfer of the Domain Name to the Purchaser's account.
6. Transfer of Domain Name
Transfer Process: The Seller shall initiate the transfer of the Domain Name to the Purchaser within [Number] business days following receipt of the initial deposit.
Completion: The transfer shall be deemed complete when the Domain Name is successfully registered in the name of the Purchaser.
7. Representations and Warranties
Seller's Representations:
The Seller has full authority to enter into this Agreement and to sell the Domain Name.
The Domain Name is free from any liens, encumbrances, or legal disputes.
The Seller has not received any notice of any claim, and there is no pending or threatened claim, with respect to the Domain Name.
Purchaser's Representations:
The Purchaser has full authority to enter into this Agreement and to purchase the Domain Name.
The Purchaser acknowledges that the Domain Name is being sold "as is" without any warranties, except as expressly provided in this Agreement.
8. Indemnification
Seller's Indemnification: The Seller agrees to indemnify, defend, and hold harmless the Purchaser from and against any and all claims, damages, liabilities, costs, and expenses arising out of or related to any breach of the Seller's representations and warranties.
Purchaser's Indemnification: The Purchaser agrees to indemnify, defend, and hold harmless the Seller from and against any and all claims, damages, liabilities, costs, and expenses arising out of or related to any breach of the Purchaser's representations and warranties.
9. Confidentiality
Both parties agree to keep the terms of this Agreement and any information exchanged in connection with the transaction confidential and not to disclose such information to any third party without the prior written consent of the other party, except as required by law.
10. Governing Law and Dispute Resolution
Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya.
Dispute Resolution: Any disputes arising out of or in connection with this Agreement shall be resolved through amicable negotiations. If the parties are unable to resolve the dispute through negotiations, the dispute shall be submitted to arbitration in accordance with the rules of the Chartered Institute of Arbitrators, Kenya Branch. The arbitration shall be conducted in Nairobi, Kenya, and the language of the arbitration shall be English.
11. Miscellaneous Provisions
Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and representations, whether oral or written, with respect to the subject matter hereof.
Amendments: Any amendments or modifications to this Agreement must be in writing and signed by both parties.
Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
Waiver: The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
12. Signatures
IN WITNESS WHEREOF, the parties hereto have executed this Domain Name Purchase Agreement as of the Effective Date.
Seller:
[Seller's Full Name]
[Seller's Signature]
[Date]
Purchaser:
[Purchaser's Full Name]
[Purchaser's Signature]
[Date]
TLDR
This document is a comprehensive Domain Name Purchase Agreement for an online business, detailing the terms and conditions under which the Seller agrees to sell and the Purchaser agrees to buy the specified domain name. It includes sections on the purchase price, payment terms, transfer process, representations and warranties, indemnification, confidentiality, governing law, dispute resolution, and miscellaneous provisions.
Conclusion
This Domain Name Purchase Agreement ensures that both parties are clear on their rights and obligations, providing a legal framework for the transfer of the domain name. It is essential to have such agreements in place to avoid any future disputes and to ensure a smooth transaction.
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