Sorry if this is in the wrong category, but I wasn\'t sure where to place. I nee

Question

Sorry if this is in the wrong category, but I wasn't sure where to place.

I need a template contract for buying domains from another party.

The other party has been paid for providing a list of available (unregistered) domains for me to use for a website. I would like to have a document to show him giving up any future claims on said domains that he has been paid for.

Can anyone possibly assist me with something like this?
Or at least point me to where there might be such a contract available? Thanks!

Explanation / Answer

This first section is a sample of a domain name sale contract that you can buy from a site: AllBusiness.com Forms & Agreements (See "Domain Name" link) http://tools.allbusiness.com/forms/detail.asp?08#sec128 ----- BEGIN FIRST SECTION ----- Explanation and Guide Form: Domain Name Purchase Agreement. Explanation: This is a sample form agreement for the purchase of a World Wide Web domain address (such as www.favoritesites.com/). The form tends to be pro-purchaser oriented. 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. DOMAIN NAME PURCHASE AGREEMENT This is an agreement between __________________________ ("Purchaser") and ______________________ ("Seller"). WHEREAS, Seller is the legal owner of the World Wide Web domain name "_________________" (the "Domain Name"); and WHEREAS, Purchaser wishes to purchase the Domain Name and all related rights thereto; THEREFORE, the parties agree as follows: 1. Purchase. Seller hereby transfers and assigns to Purchaser: a. all right, title and interest in and to the Domain Name; b. any registered or unregistered trademarks, service marks, copyrights or other intellectual property or proprietary rights based on a related to the Domain Name; and c. all goodwill associated with the Domain Name. 2. Payment. As consideration for the matters set forth in Section 1, Purchaser agrees to pay the sum of (a) $___________ on the date hereof, and (b) $_____________ when the Domain Name has been fully transferred on the books and records of Network Solutions, Inc. pursuant to Section 3 hereof. 3. Registration of Transfer. Seller is simultaneously executing and notarizing the attached Domain Name Transfer Agreement to be filed with Network Solutions, Inc. Seller shall cooperate as reasonably requested by Purchaser to ensure that the Domain Name is validly transferred to Purchaser. 4. Representations and Warranties of Seller. Seller hereby represents and warrants to Purchaser as follows: a. Seller is the sole owner of all right, title and interest to the Domain Name. b. The Domain Name is being transferred to Purchaser free of any liens, encumbrances, restrictions, licenses, or security interests. c. Seller has the right, power and authority to enter into this Agreement. d. To Seller's best knowledge, the Domain Name and use of the Domain Name by Purchaser does not and will not violate or infringe any trademark, service mark or other right of any third party. e. The Domain Name has not been, and is not currently, the subject of any litigation, claims, arbitration or other legal proceeding nor has the Seller received any notice of any such pending items. ----- END FIRST SECTION ----- That first section above was a sample agreement that you can buy from: AllBusiness.com Forms & Agreements (See "Domain Name" link) http://tools.allbusiness.com/forms/detail.asp?08#sec128 Now, I will link a selling contract that active-domain.com uses: http://active-domain.com/agreement.htm You should look at that page I linked to directly above. I have a domain registered from active-domain.com so I know about their contract. Some more issues to keep in mind are provided by ReignYourDomain.org: ReignYourDomain.org, what do I need to know? http://www.reignyourdomain.org/singlelisting.asp?key=22 They include, quote, "Make sure there is some sort of contract or bill of sale that is in writing and signed by both sides. You don't want any surprises later. * Make sure this document specifies that this domain name is being sold and not leased or anything else. * Make sure the document provides for the fact that the new owner is the one and only owner (this is so that you buyers can make sure the seller is really selling only to you and not pulling a fast one). * Make sure the document includes the sale/transfer of copyrights and/or trademarks. If you are buying zyzyk.com and the seller has registered a trademark on The Zyzyk Company, which you're now taking over, you will want your contract to reflect that any trademarks and copyrights are now your property as well. You'd hate to buy that domain and then have the seller sue you for trademark infringement just because you're using it! :) * Consider using an escrow service, which allows a neutral third party to get in the middle just for the money exchange. For the seller, this makes sure that the buyer pays on time, the right amount, and so forth. For the buyer, this lets your payment be in the hands of a neutral third party in case the seller backs out... that way, you will not have lost your money. Once the escrow service confirms receipt of payment, both parties can do what they need to complete the sale knowing that all is perfect and safe for both sides." That same site, ReignYourDomain.org, has a sample Microsoft Word contract on file; you must go to the following page and download it from there: ReignYourDomain.org sample domain name sale contract http://www.reignyourdomain.org/singlelisting.asp?key=122 Now, here are some more issues about buying and selling. Again, it is from ReignYourDomain.org ReignYourDomain.org is it OK to own a variaton of a known name? http://www.reignyourdomain.org/singlelisting.asp?key=98 "Is it OK for me to own a domain name that is a variation on a well-known name? If you are thinking about owning a name like mymicrosoft.com, 1cocacola.com, or any name that just adds numbers or letters to an existing trademark, you may be getting yourself into hot water. While we can't say this is true 100% of the time, for the most part, adding to someone else's trademark doesn't create a unique name or mark for you. " So you can see that you should add a note about trademarks. If a trademark holder disputes you, they can bring you into arbitration or court. That was provided by ReignYourDomain.org again. See below for the whole answer about trademarks. ReignYourDomain.org can lawyers take away a trademarked name? http://www.reignyourdomain.org/singlelisting.asp?key=102 Also keep in mind that, when selling domains, you should indicate whether you checked if the domain was trademarked. This is from ReignYourDomain.org again. ReignYourDomain.org I'm selling, do I have to check trademarks http://www.reignyourdomain.org/searchresponse.asp#checkformark Now, about contracts for buying. I think you should use the tips above, check if the domain is trademarked, and definitely see if the seller has a good contract. When buying, if you are transferring the domain to another registrar, you may have to wait until it is expired. From personal experience in transferring domain names, I know that registrars don't want to give up a domain name before it expires. Instead, what you can do is transfer ownership while using the original registrar. You have to make sure the original registrar allows ownership transfers within its system. Make sure that the method of transfering is in your contract for buying: it should be either A) transfer ownership within the original registrar's system, or B) transfer domain to new registrar - this might have to wait until the domain expires so it will take extra time. Definitely don't buy a domain if the original registrar can't transfer ownership within its own system. It should be able to do this upon demand; it should not have to wait until it expires. But, if it hasn't expired, the registrar can deny transfer to a new registrar.

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