Use this template/format as a domain name assignment form.
Text version of this Form
This Domain Name Assignment Agreement (the “Agreement”) is entered into this _______________ day of ___________ , 20_____ (“Effective Date”) by and between _____________________., with a place of business at _______________________________(“Seller”) and ___________________________, a __________________ [State] corporation with its principal place of business at _________________________________ (“Buyer”).
WHEREAS, Seller has adopted and registered with__________________ (“Registry”) the Internet domain name _______________________ (the “Domain Name”); and
WHEREAS, Buyer desires to acquire all right, title, and interest in and to the Domain Name and related intellectual property from Seller, and Seller desires to assign the same to Buyer upon the terms and conditions set forth herein.
NOW, THEREFORE, in exchange for the consideration set forth herein, the sufficiency of which is hereby acknowledged, Seller and Buyer hereby agree as follows:
1. Seller hereby transfers and assigns to Buyer, and Buyer hereby accepts from Seller, all of Seller’s right, title, and interest in and to the Domain Name and Seller’s registration thereof with Registry.
2. Seller also hereby transfers and assigns to Buyer all of Seller’s statutory, common law and other intellectual property rights (including, without limitation, all rights under copyright, trademark, trade name and trade dress law and all rights to sue for past infringements thereof) associated with the Domain Name and all iterations or permutations thereof, including but not limited to (i) ____________________________[insert domain name and alternatives] (ii) anything confusingly similar to any of the foregoing or constituting a misspelling of any of the foregoing or including any of the foregoing together with any additional word or term; and (iii) any of the foregoing together with any now existing or hereafter created top level domain (collectively, all of the foregoing together with the Domain Name, the “Domain Name Property”).
3. Seller shall not make, and shall not permit any affiliate of Seller or anyone else on Seller’s behalf to make, any further use of the Domain Name Property after the Effective Date, nor shall Seller challenge, or permit any affiliate of Seller or anyone else on Seller’s behalf to challenge, Buyer’s use of the Domain Name Property after the Effective Date.
4. Seller represents and warrants that (i) Seller owns all right, title and interest in and to the Domain Name, including the registration thereof with Registry, free and clear of all encumbrances; (ii) the Domain Name was properly registered in Seller’s name with Registry without the commission of fraud or misrepresentation; (iii) neither Seller nor any affiliate of Seller nor anyone else acting on Seller’s behalf has licensed the use of the Domain Name or any other Domain Name Property to any other person or entity or granted any rights with respect to or any interest in the Domain Name or any other Domain Name Property to any other person or entity; (iv) there are no pending claims from any third party that the use of the Domain Name violates the rights of such third party; and (v) neither Seller nor any affiliate of Seller nor anyone else acting on Seller’s behalf has, to the knowledge of Seller, used the Domain Name for any illegal purpose.
5. In order to establish Buyer’s ownership of the Domain Name, Seller shall execute the Registrant Name Change Agreement, attached hereto as Exhibit A, in accordance with instructions provided on-line by Registry, and deliver same to Registry at fax number _____________[Insert Number] in accordance with the procedures for expedited transfer, as set forth on the Registrant Name Change Agreement, not later than two (2) business days following the Effective Date. Seller shall be responsible for paying the fee of $________ for such expedited transfer. At any time, and from time to time after the date hereof, at Buyer’s request and expense, Seller shall (i) execute and deliver all such other instruments of sale, transfer, conveyance, assignment and confirmation and (ii) take such other action at as Buyer may reasonably deem necessary or desirable in order (x) to more effectively transfer, convey and assign to Buyer and to confirm Buyer’s title to the Domain Name Property, and (y) to assist Buyer in exercising all rights with respect thereto.
6.Upon execution and delivery by Seller of this Agreement and Exhibit A, Buyer hereby agrees to deliver (a) to Seller ____________________________ Dollars ($____________) (including $__________ as reimbursement for the Registry expedited transfer fee), and (b) to Seller’s escrow agent, _______________________ , $________ (the “Escrow Amount”). Upon confirmation by Buyer that the Domain Name has been validly transferred to Buyer as evidenced by an on-line search of Registry’s domain name database, the parties agree that Seller’s escrow agent may release the Escrow Amount to Seller. The total payment of ______________________ ($_____), plus $_____ reimbursement for Registry expedited transfer fee, shall be shall be full and complete payment for the rights transferred herewith.
7.This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof and supersedes all prior agreements and understandings between the parties. No modifications of or additions to this Agreement shall have effect unless in writing and properly executed by both parties, making specific reference to this Agreement by date, parties, and subject matter. If any provision of this Agreement is found to be invalid or unenforceable in particular circumstances by any court of competent jurisdiction, the invalidity or unenforceability of such provision in such circumstances shall not affect the validity of the remaining provisions of this Agreement or the application of such provision in other circumstances, and the court shall have the power to apply the Agreement in a manner that comports as closely as possible with the intent of the parties. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term. At Buyer’s expense, Seller shall take, and shall cause any affiliate of Seller or other person acting on Seller’s behalf to take, such further actions, and execute any additional documents, as Buyer determines is reasonably necessary to effect the transactions contemplated by this Agreement. Neither party nor any affiliate of a party nor anyone else acting on a party’s behalf shall take any action to withdraw, terminate or contest the assignment provided for herein.
8. This Agreement and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the State of _________, without regard to its conflict of laws principles.
9. This Agreement shall inure to the benefit of and be binding upon the parties hereto, their permitted successors and assigns.
10. Each party represents that (i) it has taken all actions necessary to obtain the required approval and/or authorization to enter into this Agreement; and (ii) the person executing this Agreement on its behalf has the authority to do so.
11. This Agreement may be executed in counterparts.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized representatives as of the day and year below written.
The parties hereto execute this Assignment Agreement effective as of the date first written above.
By: __________________ by: ____________________
REGISTRANT NAME CHANGE AGREEMENT