Domain Name Sale Agreement

This domain name sale agreement is between , an individuala(n)  (the "Seller") and , an individuala(n)  (the "Buyer").

The Seller is listed as the owner of the website domain names listed in Exhibit A (collectively, the "Domain Names") in the domain name registry maintained by the registrar listed in Exhibit A (the "Registrar").

The Seller wishes to sell to the Buyer all of its interest in the Domain Names.

The parties therefore agree as follows:

1. SALE OF DOMAIN NAMES.

The Seller hereby sells to the Buyer all of its interest in the Domain Names, all common law trademark and service mark rights, whether direct or derived from the Domain Names, and all other intellectual property or proprietary rights based on or related to the Domain Names, and the registrations of the Domain Names with the Registrar or any other organization entitled to register domain names ending in the "" ,"   and "","   and "","   and ""  and "" top-level domain. The Seller shall change the registration of the Domain Names to the Buyer and the Buyer will become the registered owner of the Domain Names.

2. PAYMENT.

• (a) Consideration. As consideration for the sale of the Domain Names and the Seller's representations, the Buyer shall pay the Seller , to be paid within days of the effective date of this agreementon the date on which the transfer is reflected in the WHOIS database and the records of the Registrar.
• (b) No Early Assignment. The Buyer may not assign or otherwise encumber its interest in the Domain Names or any associated registrations until it has made the payment in subsection (a) to the Seller. Any assignment or encumbrance contrary to this provision shall be void.
• (c) Payment Delay. If the Seller does not receive the payment required under subsection (a) within  days of the required deadline, this agreement will terminate automatically.

3. SELLER'S REPRESENTATIONS.

The Seller hereby represents to the Buyer that the Seller:

• (a) is the sole owner of all interest in the Domain Names;
• (b) is the registrant listed in the records of the Registrar of the registrations of the Domain Names, and owes no fees to the Registrar or any other entity with regard to the registrations of the Domain Names;
• (c) has not assigned, transferred, licensed, pledged, or otherwise encumbered, or agreed to do any of these, the Domain Names;
• (d) has full power and authority to enter into this agreement and make the sale in section 1;
• (e) properly registered the Domain Names with the Registrar without committing fraud, misrepresentation, or other false statements, has current domain name registrations for the Domain Names, and has not changed registrations from the Registrar to any other registrar;
• (f) is not aware of any third-party consents, assignments, or licenses that are necessary to perform under this agreement;
• (g) is not aware of any violation, infringement, or misappropriation of any third party's rights (or any claim of those) by the Domain Names.

The Seller shall immediately notify the Buyer if any facts or circumstances arise that would make any of these representations inaccurate.

4. ADDITIONAL DOCUMENTS.

On request, the Seller shall:

• (a) provide the Buyer with a complete copy of all documentation (in any format) relating to the Domain Names for the Buyer's own use, to meet record-keeping requirements of the Buyer, or to allow the Buyer to assert its rights as granted under this agreement; and
• (b) sign any additional papers, including any forms required by the registrar of the Domain Names or separate assignments of the Domain Names and perform all lawful acts necessary to record the agreement in the United States and throughout the world.

The BuyerSeller shall pay all registration fees incurred as a result of these transfers.

5. NO FUTURE USE, OBJECTION.

After the effective date of this agreement, the Seller may make no further use of the Domain Names, except as authorized by the prior written consent of the Buyer, and the Seller may not challenge the Buyer's use or ownership of the Domain Names. The Seller also may take no action that could be of detriment to the validity of the Domain Names, including registering any domain name that includes the domain names in Exhibit A or any domain names confusingly similar to the domain names in Exhibit A.

6. GOVERNING LAW.

• (a) Choice of Law. The laws of the state of govern this agreement (without giving effect to its conflicts of law principles).
• (b) Choice of Forum. Both parties consent to the personal jurisdiction of the state and federal courts in County, .

7. COUNTERPARTS; ELECTRONIC SIGNATURES.

• (a) Counterparts. The parties may execute this agreement in any number of counterparts, each of which is an original but all of which constitute one and the same instrument.
• (b) Electronic Signatures. This agreement, agreements ancillary to this agreement, and related documents entered into in connection with this agreement are signed when a party's signature is delivered by facsimile, email, or other electronic medium. These signatures must be treated in all respects as having the same force and effect as original signatures.

8. SEVERABILITY.

If any one or more of the provisions contained in this agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this agreement, but this agreement will be construed as if those invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this agreement to be unreasonable.

9. NOTICES.

• (a) Writing; Permitted Delivery Methods. Each party giving or making any notice, request, demand, or other communication required or permitted by this agreement shall give that notice in writing and use one of the following types of delivery, each of which is a writing for purposes of this agreement: personal delivery, mail (registered or certified mail, postage prepaid, return-receipt requested), nationally recognized overnight courier (fees prepaid), facsimile, or email.
• (b) Addresses. A party shall address notices under this section to a party at the following addresses:
• If to the Seller:
• ,  
• If to the Buyer:
• ,  
• (c) Effectiveness. A notice is effective only if the party giving notice complies with subsections (a) and (b) and if the recipient receives the notice.

10. WAIVER.

No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.

11. HEADINGS.

The descriptive headings of the sections and subsections of this agreement are for convenience only, and do not affect this agreement's construction or interpretation.

12. EFFECTIVENESS.

This agreement will become effective when all parties have signed it. The date this agreement is signed by the last party to sign it (as indicated by the date associated with that party's signature) will be deemed the date of this agreement.

13. NECESSARY ACTS; FURTHER ASSURANCES.

Each party shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions this agreement contemplates or to evidence or carry out the intent and purposes of this agreement.

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Each party is signing this agreement on the date stated opposite that party's signature.

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EXHIBIT A

LIST OF DOMAIN NAMES