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Release and Assignment of Domain Name Form

Release and Assignment of Domain Name Form

Text version of this Form

This Release and Assignment (the “Agreement”) is made and entered into at ____________________, by and between ___________________________ (“Assignor”) and ___________________________ (“Company”).

1. Background. On or about _________________________, Assignor registered the domain name “____________________.com” (the “Domain Name”) through __________________ (the “Registrar”). Disputes and disagreements have arisen between Assignor and Company, including, without limitation, ownership and rights in the Domain Name. Assignor and Company desire to settle, compromise and resolve all disputes and disagreements relating to the Domain Name in accordance with this Agreement.

NOW, THEREFORE, in consideration of the foregoing, Company’s execution of this Agreement and payment to Assignor of the “Settlement Funds” (hereinafter defined) and Assignor’ s assignment of its right, title and interest in the Domain Name to Company, and other good and valuable consideration, the receipt and sufficiency of such consideration being hereby acknowledged, Assignor and Company hereby agree as set forth in this Agreement.

2. Settlement Funds. Simultaneously with the execution of this Agreement, Company shall pay to Assignor the sum of __________________________ Dollars ($___________) via bank certified or cashiers check (the “Settlement Funds”).

3. Release.

A. Company does hereby fully remise, release and forever discharge Assignor, his heirs, employees, agents, independent contractors, legal representatives, successors and assigns (collectively, the “Assignor Group”) of and from any and all claims, demands, actions, causes, causes of actions, suits, debts, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, controversies, promises, damages, judgments, executions, costs and expenses whatsoever, at law or in equity, now existing or hereafter arising, liquidated or unliquidated, foreseeable or unforeseeable, insured or uninsured (collectively, “Claims”), that Company has or hereafter may have against the Assignor Group, or any of them, arising from or in connection with Assignor’ registration and/or use of the Domain Name, or Assignor’ transfer of the same to Company.

B. Assignor does hereby fully remise, release and forever discharge Company, its officers, directors, shareholders, employees, agents, affiliates, attorneys, legal representatives, successors and assigns (collectively, the “Company Group”) of and from any and all Claims which Assignor has or hereafter may have against the Company Group or any of them arising from or in connection with Assignor’ registration and/or use of the Domain Name.

C. This Agreement is intended to and shall only be construed to release the Claims described in Paragraphs 3A and 3B and shall not release nor otherwise affect any other Claims, including, without limitation, any Claims which were or may hereafter be raised in the litigation pending in the Circuit Court of ____________ County, ____________ entitled _______________________________.

4. Assignment. Upon receipt of the Settlement Funds and Company’s execution of this Agreement, Assignor hereby sells, transfers, assigns and conveys to Company all of his right, title and interest, if any, in and to the registration of the Domain Name.

5. Confidentiality. Assignor and Company acknowledge and agree that the existence, terms and conditions of this Agreement, including, without limitation, Company’s payment to Assignor, the amount of the Settlement Funds and Assignor’ assignment of the Domain Name, are and shall remain confidential between Assignor and Company. Neither Assignor nor Company shall communicate, publish, divulge, discuss or otherwise disclose the existence of the Claims between them or the existence, terms or conditions of this Agreement without the prior written consent of the other party, except as may be required by law, legal process or an order of a court, administrative tribunal, regulatory authority or federal, state, county, municipal or local governmental agency or authority or political subdivision or in connection with the performance of the covenants, duties and obligations set forth in this Agreement.

6. No Admission. Assignor and Company acknowledge and agree that neither the settlement of Claims described in this Agreement nor Assignor’ assignment of the Domain Name constitutes or shall be construed as an admission of any liability by Assignor and that this Agreement is in compromise of disputed Claims and liability is expressly denied.

7. Disclaimer of Warranties.

A. ASSIGNOR REPRESENTS AND WARRANTS TO COMPANY THAT ASSIGNOR HAS DULY REGISTERED THE DOMAIN NAME IN HIS NAME WITH THE REGISTRAR AND HAS NOT TRANSFERRED REGISTRATION TO ANY OTHER PERSON OR ENTITY. ASSIGNOR HEREBY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY TYPE OR NATURE WITH RESPECT TO THE DOMAIN NAME, INCLUDING ANY WARRANTY OF TITLE OR RIGHT TO USE OR NON INFRINGEMENT OF THE SAME.

B. Assignors’ execution of this Agreement and execution and delivery of other documents pursuant to Paragraph 7(k) fully extinguishes _______________ obligation with respect to the transfer of the registration of Domain Name. Assignor shall not be liable for any act or omission on the part of the Registrar or any other registrar in transferring the registration of the Domain Name to Company.

8. Notices. Any and all notices, demands, requests, consents and other communications required or desired to be given pursuant to this Agreement will be given in writing and will be deemed duly given upon personal delivery, or on the third day after mailing if sent by certified mail, postage prepaid, return receipt requested, or on the day after deposit with a nationally recognized overnight delivery service which maintains records of the time, place and receipt of delivery, and in each case to the person or entity and address set forth below, or to such other person, entity or address which Assignor or Company may respectively designate in like manner from time to time.

If to Assignor, to: If to Company, to:

_____________________ _____________________

_____________________ _____________________

_____________________ _____________________

_____________________ _____________________

9. Construction. This Agreement will be governed, construed and interpreted in accordance with the laws and decisions of the state of ___________ without regard to conflict of law principles that would require the law of another state or jurisdiction to be applied.

A. Assignor and Company acknowledge and agree that they have participated equally in the preparation of this Agreement and, accordingly, if this Agreement or any of the provisions hereof require judicial interpretation or enforcement, the court or tribunal interpreting or enforcing this Agreement or such provision shall not construe this Agreement or such provision against either Assignor or Company.

B. This Agreement constitutes the entire agreement of Assignor and Company with respect to the subject matter hereof and supersedes any and all prior and contemporaneous agreements and understandings of the parties, whether verbal or written.

C. This Agreement may not be amended, changed, modified or terminated, except by the written agreement of Assignor and Company.

D. Neither this Agreement nor any of the rights, covenants, duties or obligations described herein may be assigned by either Assignor or Company without the prior consent of the other party.

E. This Agreement and the rights, covenants, duties and obligations of the respective parties are binding upon and will inure to the benefit of the parties and their respective legal representatives, successors and permitted assigns, if any, and all persons and entities controlling, controlled by or under common control with the parties.

F. No waiver of any breach or default of this Agreement by the parties or their respective rights or remedies pursuant to this Agreement, at law, in equity or otherwise, will be effective unless in writing and signed by the non breaching or non defaulting party, as the case may be, and no such written waiver will constitute a waiver of any such, similar or future breach, default, right or remedy.

G. If any provision contained in this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such provision will be severed herefrom and such invalidity or unenforceability will not affect any other provision of this Agreement, the balance of which will remain in and have its intended full force and effect; provided, however, if said invalid or unenforceable provision may be modified so as to be valid and enforceable as a matter of law, such provision will be deemed to have been modified so as to be valid and enforceable to the maximum extent permitted by law.

H. The numbers, headings, titles or designations of the various Paragraphs are not a part of this Agreement, but are for convenience and reference only, and do not and will not be used to define, limit or construe the contents of the Paragraphs. All references to Paragraphs in this Agreement refer to the various paragraphs and subparagraphs contained in this Agreement.

I. Whenever required by context, the masculine pronouns will include the feminine and neuter genders, and the singular will include the plural, and vice versa.

J. This Agreement may be executed in multiple counterparts; each such executed counterpart will be considered an original and no other counterpart need be produced for any purpose whatsoever.

K. Assignor and Company hereby agree to execute and deliver such documents and instruments, and do such acts and things as the other party may request to carry out the intent of this Agreement, including, without limitation, Assignor executing Transfer of Ownership documents.

IN WITNESS WHEREOF, Company and Assignor have executed and delivered this Agreement to the other on the date first set forth above.

_____________________ _____________________
Company Assignor

By: __________________ By: ____________________
Signature Signature

_____________________ _____________________
Name Name

_____________________ _____________________
Title Title

ATTEST: ATTEST:

By: __________________ By: ____________________
Signature Signature

_____________________ _____________________
Name Name

_____________________ _____________________
Title Title

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