|Legal Agreements for the Purchase of a Web Site|
Which details should be included in a website sale contract?
I am thinking about buying an established web site and want to legally have my bases covered.
Should I get my lawyer involved? Is a buyer or seller agreement the way to go, is there a standard template agreement for something like this. Are there pitfalls to look out for? Any advice is appreciated.
Depends entirely on amount of $ involved. If it's $500, you'd just waste a lot on a lawyer. If it's $50,000, you'd probably be dumb to do it without some very good counsel, legal and otherwise.
Jon_King, it also depends on if you are purchasing the site 'as is,' or if there are certain expectations of traffic, sales, etc.
If there are certain performances required, then it probably wouldn't hurt to run it by an attorney - but as diamondgrl said, I wouldn't worry about it if it's a sub-$1,000 purchase.
You didn't provide much information on what you expect from the site, other than it is 'an established web site.' I would only add that I never rely on the seller's traffic reports, and even third-party reports can be deceiving if they have something as simple as a 60 second auto refresh on their pages - and more elaborate spoofs can be even more ominous.
While I'm sure you have already done your due diligence on the site, you may want to also run the URL through Alexa, MetricsMarket, TrafficRanking, etc. While they are not extremely accurate, they can still help you determine if the site is in the 'ballpark' of what the seller is telling you. And, of course, the backlinks will tell you a lot as well.
A quick check in archive.org will usually provide a good idea of the longer-term history of the site, then it's time to lay out the facts to your attorney and have him write it up.
Good luck with your purchase!
I used escrow.com - they have a special service exactly for that
Not aware of a standard agreement. For sake of comparison you might look up a standard Realtor real estate contract and think in parallel, or combine those thoughts with any standard form business purchase agreement.
I'd start by making a brainstorm list of potential issues. Here's a quick tempest in a teacup not quite a brainstorm - which takes longer and costs more ;-):
Warranties: No violation of rights of others.
No pending claims nor aware of any. If so - big question.
Buying everything? List it: Code, graphics, domain name, etc.
No prior sales of any part.
Exclusive right to all you buy. No reselling.
Ownership of all the code. Nothing leased. No claims of infringement.
Purchase of logos and artwork. All original. Full ownership and right to transfer to you.
What exactly are the selling? If it's not spelled out don't think about it later.
They own any trademarks? Sold and transfered.
Agreement to appear at their cost and defend any pre-transfer claims. Indemnification.
Won't resell scripting, code, etc.
Transfer any related domains they may have.
Info about any affiliate relationships they may have.
Full disclosure of financials - accurate, audited and complete.
All taxes paid.
Will this be a merger into whatever you own, a bulk transfer, a dissolution and sale, etc.
How is the price broken down: Good will, etc.? What structure gives you the best tax advantage when the price is broken down and allocated?
Timelines for performance.
Warranty of ownership of this and that.
If being sold by a corporation - need resolution properly prepped and sign by proper corporate authority.
Any right to inspect this or that prior to sale? Code? Licenses for whatever? Etc.
Provision that, if any provision fails, the whole deal can be killed.
Law of what State governs the contract? Where can it be enforced or sued upon if there's a breach or misinformation provided to you?
Boilerplate - pull it from other contracts: All agreements in writing to be enforceable, etc.
This is just off the top of my head so there's likely more. A good idea would be to build a solid list of your concerns, which can be woven into contract provisions in laymen's terms.
P.S. This isn't legal advice, etc., all the usual caveats.
|I used escrow.com - they have a special service exactly for that |
Well, I thought they did but I found them useless in this respect. Escrow.com lets you choose "domain or website" purchase. But it treats them both like a domain purchase. Which is kinda stupid.
Nope, they don't do one either. They do a "domain name purchase agreement". As they say: It is intended to be used primarily to buy a domain name only and not for the business or assets that may otherwise be associated with the name
Lawyer or no, a signed agreement is a must. Don't every get caught without one where business is concerned.
I'm considering buying a site for around $2500. I live in Indonesia and the owner is in the US. Escrow won't have any business from Indonesia so any pointers as to the best way to go about things in this example?
You could buy it through a site like ebay. This way he could list all the description in the sale and have a buy it now option.
You purchase it and have ebay as a third party to make sure that he delivers his part of the deal.