Domain names are bought and sold every day, often with no legal problems. Just because you have not had a legal snafu, however, does not mean your purchase or sale rights are sufficiently safeguarded. While an email or telephone call agreement can be binding in a court of law, there is no room for doubt when a formal – if simple – agreement is signed.
Currently there is no open-source legal agreement to reference in domain name purchases, as Gene Riccoboni pointed out in the article, “A Standard Value Proposition for the Domain Name Industry.” Until today, that is. In this article, I am offering the sales agreement template I use for my domain name purchases.
My objective in providing this template is to make the domain name sales process easier for both sides. It is my hope that this boilerplate agreement will serve as a small step toward an industry standard. Please make this agreement a living document by providing comments to improve it and recommending clauses that you have used in the past that you think are useful.
Consult An Attorney for Legal Advice
The goal in the creation of this agreement was to make the terms fairly neutral. As such, it provides a starting point that I hope can be used in various situations without many modifications. Still, it may not be suitable for all domain name purchase-sales conditions. In either case – whether it is used as is or with significant amendments – I of course advise both parties using this document to have it reviewed by their lawyers.
I am required to point out that neither DomainSherpa nor I assume any responsibility for any consequence of using this document. Prior to using this agreement, please consult with an attorney. This template does not serve as or take the place of advice from a legal professional.
When to Use This Agreement
You will need to decide for yourself in which situations you decide to use a formal domain name purchase-sale agreement. I use this agreement for any transaction over $200, but your threshold may be different. How well you know the buyer/seller may be a factor as well. For example, if I were to purchase a domain name from a good friend of mine, I would likely not use an agreement at all for transactions under $2,500.
How to Use This Agreement
The information to be completed to use this template for a domain name purchase or sale is highlighted in yellow and surrounded by brackets – for example, [purchaser's name] or [effective date]. Be sure to completely replace the content within the brackets and the brackets themselves with the required information.
Domain Name Purchase-Sale Agreement Template
DOMAIN NAME SALE AND OWNERSHIP TRANSFER AGREEMENT
This Domain Name Sale and Ownership Transfer Agreement (“Agreement”) is entered into between [Seller's name] of [Seller's company name, if applicable] located at [Seller's full address] (“Seller”), and [Purchaser's name] of [Purchaser's company name, if applicable] located at [Purchaser's full address] (“Purchaser”) on this [effective date]. This agreement sets forth all terms and conditions under which Seller agrees to sell and transfer to Purchaser all ownership rights in and to the domain name [domain name] (“Domain Name”) including any and all trademark rights and attendant goodwill associated therewith.
Seller and the Purchaser hereby agree as follows:
- Purchase Price. In consideration for payment of [purchase price, written-out] dollars ($[purchase price, numerical].00), the sufficiency of which is hereby acknowledged (“Purchase Price”), paid by Purchaser to Seller, Seller hereby assigns, sells, transfers and conveys to Purchaser all of Seller’s right, title, and interest in and to the Domain Name. Payment will be made in US dollars.
- Seller’s Representations. Seller represents and warrants that it is the lawful and exclusive registrant of the Domain Name and no other party has any right to registration of the Domain Name or has otherwise made any claim to the Domain Name. Seller further represents and warrants that it has the exclusive authority to enter into this transaction and transfer the Domain Name, free of the claims of any third parties.
- Transfer of the Domain Name. The Domain Name is registered with [Registrar's name] (“Registrar”), an ICANN accredited registrar system. Upon confirmation of receipt of Purchase Price, Seller shall provide Purchaser with a password or Seller shall push the Domain Name to Purchaser’s account at Registrar within 2 days of receiving payment. This enables Purchaser to modify the registration information as desired, transfer the Domain Name to a different Registrar, and/or to change Purchaser’s password/username to take full control of the Domain Name.
- Further Assurances. Seller shall take all necessary actions, including providing all necessary documentation to Purchaser in order to transfer Domain Name to Purchaser.
- Counterparts/Fax. This Agreement may be signed in counterparts. Signed counterparts of this Agreement transmitted via Fax are equivalent to a signed original of this Agreement.
- Governing Law. This Agreement is made under and shall be governed by and interpreted in accordance with the laws of the State of [Purchaser's state], [Purchaser's county], without regard to that state’s choice of law principles, which may direct the application of the laws of another jurisdiction.
- Entire Agreement. This Agreement constitutes and contains the entire agreement between the parties with respect to the subject matter herein and supersedes any prior oral or written agreements. This Agreement cannot be changed, modified, amended, or supplemented, except in writing signed by all parties hereto.
IN WITNESS WHEREOF, Seller and Purchaser have caused this Agreement to be executed by their duly authorized representatives.
________________________________ [Purchaser's name, signature above]
________________________________ [Seller's name, signature above]
Download the Domain Name Purchase-Sale Agreement in RTF Format
Domain Name Purchase-SaleAgreement.rtf
You may want to add additional clauses to your domain name purchase-sale agreement. For example:
- Nondisclosure agreement. You may not want the seller or buyer promoting the transaction as it could make future transactions of the same or similar domain names more difficult, or you may just be a private person and don’t want Ron Jackson to publicize you sold a domain name for five, six or seven figures. In any case, a nondisclosure clause will prevent both parties from revealing confidential information, or face a monetary penalty.
- Payment through an escrow service. Many people enter into an escrow agreement, erroneously thinking this covers the entire purchase-sale transaction. An escrow agreement governs only the custody by a third party of the purchase money until the transaction takes place and payment is made. It does not pertain to – and therefore provides no remedies for – aspects of the domain name transaction such as intellectual property and jurisdictions should such issues arise. Because of this, you may want to specify that escrow will be used as part of the domain name purchase-sale agreement, and the name of the service.
Improve This Document
If you have suggestions or sample clauses that you have seen work well in your purchase or sale agreements, please consider copying and pasting them into the comments section of this article. Such information sharing will help all of us improve the quality of our work and the domain name industry.
[Photo credit: qwrrty]
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