Use this template/format as a Domain Name Registration, Assignment, Assumption and Consent Agreement Form.
Domain Name Registration, Assignment, Assumption and Consent Agreement Form
Domain Name Registration, Assignment, Assumption and Consent Agreement Form
Text version of this Form
WHEREAS, ___________________________, a state of __________ corporation, having an address of _______________________ (hereinafter, “Assignor”), has acquired certain right, title, and interest in and to the registrations of the Internet domain name www.____________.com (hereafter referred to as the “Registration”), and
WHEREAS, ________________, organized and existing under the laws of the state of ___________ having an address of __________ (hereafter “Assignee”), wishes to acquire all right, title, and interest in and to the Registration.
NOW THEREFORE, in consideration of the respective representations, undertakings and other of the mutual promises and covenants made herein, and for other good and valuable consideration, the sufficiency, receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
1. Representations, Warranties and Covenants: Assignor represents, warrants and covenants that:
(i) Assignor is the party of record for the Domain Name, at present;
(ii) Assignor knows of no pending or threatened claims by any third party relating to the use of the Registrations;
(iii) Assignor has paid and/or will pay the InterNIC registration fees for the registrations through the date of transfer of the Registrations with Network Solutions whichever is later;
(iv) Assignor has the full right, title, interest and power to enter into this Agreement and that there are no outstanding agreements, assignments, or encumbrances inconsistent with the provisions of this Agreement;
(v) Assignor has full right, title, interest, and power to enter into the attached Registrant Name Change Agreements and that there are no outstanding agreements, assignment, encumbrances inconsistent with the provision of the Registrant name Change Agreement; and
(vi) Assignor further represents and warrants that the information set forth in the Registrant Name Change Agreement is true and accurate such that it has not and will not encumber the use or transfer of the Registrations to the Assignee.
2. Assignment of Rights in the Registrations. Assignor does hereby irrevocably transfer, grant, assign and set over to Assignee, its successors, assigns, and legal representatives, such entire right, title and interest in and to the Registrations that Assignor holds, in their entirety.
3. Reasonable Time to Complete Transfer of Registrations. On the same day that Assignor executes this Agreement, Assignor will also execute and have notarized the two (2) Registrant Name Change Agreements attached hereto, and will forward same to Assignee at the address hereinabove provided via Federal Express (or other nationally recognized overnight express delivery service).
4. Payment. Assignee shall pay to Assignor the sum of _________________dollars ($__________), which payment shall be delivered to Assignor at his above-referenced address via Federal Express (or other nationally recognized overnight express delivery service) within three (3) business days of receiving notice from InterNIC that the transfer of the Registrations has been completed and Assignee appear in InterNIC’s WHOIS database as the Registrant with the appropriate billing, contacts and servers.
5. Assignor’s Reasonable Assistance In Transferring Registrations: Assignor shall provide any such further and reasonable assistance as may be required to effectively transfer, grant, set over and assign the Registrations to Assignee and establish Assignee’s exclusive use of the Registrations, including but not limited to, execution of any and all other and further documents reasonably necessary to effectuate the purposes of this Agreement and to vest and perfect the right, title, interest and use of the registrations to Assignee, particularly if the Registrant Name Change Agreement cannot be processed. If the Assignor receives any messages, e-mail transmission or other communiques from either Network Solutions, Inc. or InterNIC relating or concerning this Agreement, the Registrant Name Change Agreement or the transfer of the Registrations, Assignor will immediately forward a copy of same to Assignee.
6. Temporary Use of E-mail Address. Within a reasonable time, but in no case more than seven (7) business days after Network Solutions, Inc. has completed the transfer of the Registrations to Assignee, Assignee will begin automatically forwarding all e-mail received at the address “___________.com” to another e-mail address to be specified by Assignor (hereinafter the “Forwarding E- mail Address”). Assignee will continue forwarding all e-mail addressed to “_____@______.com” to the Forwarding E-mail Address for six months following execution of this Agreement. After that date, Assignee will shut down or eliminate that e-mail address and will have no further obligation to forward e-mail to Assignor. Assignor agrees to provide the Forwarding E-mail Address to Assignee along with the executed and notarized copies of the Registrant Name Change Agreements as provided in Paragraph Two (¶3) herein.
7. No Future Registrations or Use of ____________-based” Domain Names. Within five (5) days following the execution of this Agreement, Assignor shall discontinue all uses of the Registrations on all documents and materials, including, but not limited to stationary, business cards, advertising, brochures, signs, and business and telephone directory listings. Assignor shall not use or attempt to register any Internet domain name in which the second level domain name consists of ____________-based or any phonetic, numeric or other equivalents thereto or any variant thereto: or any other designation likely to cause confusion, mistake, to deceive or to cause dilution. Assignor shall not adopt any name, mark, image or domain name which is confusingly similar to the Registrations, or which falsely suggests or misrepresents authorization, sponsorship or endorsement by Assignee, or otherwise dilutes any of Assignee’s present or intended marks.
8. Notice: All notices or written communications required under, concerning or relating to this Agreement shall be sent first class mail, postage pre-paid, to the parties at the addresses set forth below, to the attention of the undersigned parties at the addresses indicated hereinabove.
9. Integration and Waiver. This Agreement shall constitute the entire agreement between the parties hereto concerning the subject matter hereof; this Agreement shall supersede all previous negotiations, proposed agreements and agreements, whether written or oral; it shall not be modified or altered in any way except by an instrument in writing executed by the parties hereto. Failure of either party to exercise any right or remedy under this Agreement does not signify acceptance of the event giving rise to such right or remedy. Any waiver must be in writing and submitted to the addressees in Paragraph Eight (8) herein.
10. Binding Effect of Agreement. This Agreement is binding upon the parties hereto and their successors, assigns, legal representatives, affiliates and subsidiaries, including their officers, agents, servants, employees, attorneys and all persons or entities acting in concert or in participation with them.
11. Construction of Agreement. The language of the Agreement shall not be construed for or against any particular party. The headings used herein are for reference only and shall not affect the construction of this Agreement. Every provision in this Agreement is intended to be severable; if any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity should not affect the validity of the remainder of the Agreement.
12. Severability. If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision, and such invalid provision shall be deemed to be severed from the Agreement.
13. Survival of Provisions. Notwithstanding the expiration or termination of the term of this Agreement for any reason whatsoever, the provisions of the Agreement will continue to be in force to the degree that the parties originally intended and any other provisions of this Agreement necessary to give efficacy thereto, and shall govern any judicial or other interpretation of the terms parties’ intent shall continue in full force and effect and survive such expiration or termination. Any expiration or termination of the term of this Agreement shall be without prejudice to rights accruing at or before or in connection with or after such termination, or to any remedies or proceedings with respect to such rights.
14. Non-Waiver. The failure of any party to this Agreement to require performance by another party of any provision of this Agreement or to pursue any remedy resulting from a breach of this Agreement by another party shall not be construed as a waiver of the right to thereafter require performance of each and every provision of this Agreement nor as a waiver of that or any subsequent or other breach by that or any other party, unless, such waiver is in writing and signed by the party in respect of whom such waiver is claimed.
15. Force Majeure.
(a) Neither party shall be liable to the other for any delay or failure to perform due to causes beyond its reasonable control. Performance times shall be considered extended for a period of time equivalent to the time lost because of any such delay, provided that in the event of either party is delayed in its performance by reason of such cause, written notice, as provided in ¶8, hereinabove is given to the other party within five (5) business days after the start of the occurrence of such delay. No payment shall be made by either for any fees or expenses incurred by the other party by reason of such delay and the delaying party shall use “best efforts” to perform its obligations during such period of delay; (b) When the force majeure cause has been eliminated or has been waived by the party claiming the benefit of such cause, this Agreement shall continue in full force and effect.16. Jurisdiction, Dispute Resolution and Choice-Of-Law. This Agreement shall be deemed to have been executed in the state of ________ and the parties hereby agree that any controversy or claim arising out of or relating to this retainer agreement, or the breach thereof, at the election of the initiating party, shall be settled either by the courts of the state of ________ the United States District Court of the ________ District of ______________, where applicable, or by the arbitration in _____________, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator may be entered in any Court having jurisdiction thereof and that each party hereby agrees to personal jurisdiction in any of these forums for dispute resolution and will not challenge the service of the process, the legal authority or the jurisdiction of any proceedings undertaken pursuant to the courts of the state of ________, the applicable Federal Rules of Civil Procedure or the Commercial Rules of the American Arbitration Association. Any award granted may include the costs incurred in such arbitration, including reasonable attorneys fees. The arbitrator shall be an attorney licensed to practice law within ______________, who maintains offices in _________ and has at least ten years of experience in litigation matters. If the parties cannot agree on the selection of the arbitrator, one shall be selected by a local representative of the American Arbitration Association (“AAA”) located at _________________________________. At the request of any party hereto, an arbitration or other proceedings may be conducted in secrecy with full confidentiality rights applying Judgement upon an arbitration award rendered may be entered in the highest court of the forum, state or federal, having jurisdiction. The prevailing party in any dispute is entitled to receive its attorney’s fees and costs from the non-prevailing party.
17. Entire Agreement This letter constitutes the entire agreement between the parties, is subject to no oral agreements or understandings and can be modified or changed only by a further written agreement signed by both parties. No obligation or undertaking not set forth expressly in this letter shall be implied on the part of either party.
IN WITNESS WHEREOF, the parties cause this instrument to be duly signed as of this ____________ day of ____________________ , 20___.
Assignor: __________________________
By: _____________________________
Its:_____________________________
State of ______________ )
) ss.:
County of _____________ )On this ______ day of ______, 20______, before me, ____________, personally appeared ______, ______ of ___________, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal
_____________________________
NOTARY PUBLIC[NOTARY SEAL]
My Commission Expires: __________________________
Assignee: __________________________
By: _____________________________
Its:_____________________________
State of ______________ )
) ss.:
County of _____________ )On this ______ day of ______, 20______, before me, ____________, personally appeared ______, ______ of ___________, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal
_____________________________
NOTARY PUBLIC[NOTARY SEAL]
My Commission Expires: __________________________