Caveat to the "consumer" of this thread: We are not legal experts. It is wise to have contracts reviewed by experienced legal counsel, well versed in the law of the jurisdiction where the contract may be enforced. Local common law and statutory law can affect the validity of contracts drafted outside the jurisdiction.
[edited by: Webwork at 6:05 pm (utc) on Oct. 11, 2007]
1.4. WARRANTY. Seller warrants and represents that it has unencumbered rights in the Domain Name, the Website and the Software, and that Seller properly registered the Domain Name with the Registrar without committing fraud or misrepresentation, that Seller has the authority to transfer the Domain Name, Website and Software to Buyer, and, that to the best of Seller’s knowledge, neither the Domain Name nor the Website infringes the rights of any third party. The provisions of this Section 1.4 shall specifically survive the Closing.
1.5INTELLECTUAL PROPERTY RIGHTS. Other than common law intellectual property rights which may or may not exist, Seller does not represent that Seller holds any trademarks, service marks, copyrights, or other intellectual property rights related to the Website and the Domain name.
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3. CLOSING.
3.1ESCROW. The parties shall consummate the transactions contemplated hereby through an escrow (“Escrow”) established at escrow.com, in accordance with the customary procedures of escrow.com, and the parties agree to execute such reasonable documents as may be required in connection with such Escrow. A copy of this Agreement shall be deposited into Escrow.
3.2. CONDITIONS TO BUYER’S OBLIGATION TO CLOSE. The Buyer’s obligation to consummate the transactions contemplated by this Agreement at the Closing are subject to completion of the following:
(a) TRANSFER OF DOMAIN NAME, WEBSITE AND SOFTWARE. Seller shall, upon confirmation of receipt of good funds by Escrow, cause the transfer of Domain Name and the registration thereof, the Website and the Software together with the goodwill connected with such Domain Name and Website, and any Intellectual Property rights relating thereto to Buyer. The document(s) connected with the assignment of the Domain Name shall contain no omissions and shall be fully executed by Seller prior to Closing. As a condition to Escrow disbursing the purchase price to the Seller, Escrow shall verify with Registrar the transfer of the Domain Name and registration thereof, and communicate with Buyer and determine whether or not Buyer has been given control of the Website as contemplated under Section 1.3 above. Confirmation that the transactions described in Section 1.3 have occurred shall be in writing from Buyer to Escrow.
(b) REPRESENTATIONS, WARRANTIES, AND COVENANTS. The obligations of Seller required to be performed at or prior to the Closing shall have been performed and complied with in all material respects, and the representations and warranties of Seller set forth in this Agreement shall be true and correct in all respects as of the date of Closing as though made on and as of the date of Closing.
3.3. CONDITIONS TO SELLER’S OBLIGATION TO CLOSE. The Seller’s obligation to
consummate the transactions contemplated by this Agreement at the Closing are subject to completion of the following:
(a) PAYMENT OF PURCHASE PRICE. Escrow shall have received full payment from Buyer of the purchase price set forth in Section 2.
(b) REPRESENTATIONS, WARRANTIES AND COVENANTS. The obligations of Buyer required to be performed at or prior to the Closing shall have been performed and complied with in all material respects, and the representations and warranties of Buyer set forth in this Agreement shall be true and correct in all respects as of the date of Closing as though made on and as of the date of Closing.
3.3. PLACE AND DATE OF CLOSING. After satisfaction of conditions above, the Closing shall take place through Escrow, on or before _____________. If the Closing does not take place on or before such date, then this Agreement shall terminate and the rights and obligations of the parties to this Agreement shall be of no further force and effect provided that no party hereunder shall be relieved of any breach of this Agreement occurring prior to such termination date.
4. EXPENSES. Each party to this Agreement shall bear all of its expenses incurred in the performance hereof, regardless of whether the transactions contemplated herein are consummated, except that the expenses of escrow.com shall be shared equally between the parties.
5. COOPERATION. The parties agree that at and after Closing they shall provide each other with reasonable cooperation with respect to the transactions that are the subject matter of this Agreement and shall execute and deliver such other and further documents as are required to consummate the transactions contemplated in this Agreement.
(a) Seller agrees not to take any action or make any communication that would cause other web sites to remove links from those web sites to Website
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6.2. INDEMNITY.
(a)Seller agrees to indemnify, defend and hold the Buyer, and its officers, directors, members, agents, employees and assigns, harmless from and against any and all claims, damages, liabilities, losses, costs and expenses: (i) pertaining in any manner (x) to the ownership or use of the Domain Name, or (y) the ownership, use and operation of the Website and/or the Software for all periods prior and up to the time of the Closing; or (ii) arising from a breach by Seller of his representations, warranties or covenants, contained in this Agreement.
(b)Buyer agrees to indemnify, defend and hold the Seller, and Seller’s agents, employees and assigns, harmless from and against any and all claims, damages, liabilities, losses, costs and expenses: (i) pertaining in any manner (x) to the ownership or use of the Domain Name, or (y) the ownership, use and operation of the Website and/or the Software for all periods after the date of the Closing; or (ii) arising from a breach by Buyer of its representations, warranties or covenants, contained in this Agreement.
(c)The provisions of this Section 6.2 shall specifically survive the Closing.
