[{"data":1,"prerenderedAt":523},["ShallowReactive",2],{"document-domain-name-assignment-agreement-D771":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":36,"customDescModule":176,"customdescription":6,"mdFm":177,"mdProseHtml":522},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"DOMAIN NAME ASSIGNMENT AGREEMENT This Domain Name Assignment Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [PURCHASER NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SELLER PARTY] (the \"Seller\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] RECITALS SELLER hereby agrees to sell, transfer and assign, and PURCHASER hereby agrees to purchase the domain name www.[SPECIFY].com (the \"Domain Name\") subject to the terms and conditions of this Agreement. AGREEMENT The parties agree as follows: DOMAIN, NAME ASSIGNMENT AGREEMENT Assignment of Domain Name For good and valuable consideration, payable at Closing as more particularly described herein SELLER hereby agrees to transfer and assign to PURCHASER at the Closing all of SELLER'S right, title and interest in and to the Domain Name \"www.[SPECIFY].com\" and the registration thereof, together with the goodwill of the business connected with and symbolized by such Domain Name, including the trademark and the service mark \"[SPECIFY].com\" and any intellectual property rights relating thereto, to the extent any such trademark, service mark, or intellectual property rights exist. The transfer and the assignment shall take effect at the Closing as set forth herein upon PURCHASER'S making the payments provided for in Section 4.. Cooperation in Transferring Domain Name SELLER agrees to cooperate with PURCHASER and to follow PURCHASER'S reasonable instructions in order to effectuate the transfer of the Domain Name registration in a timely manner. Specifically, at the Closing SELLER agrees to prepare and transmit the necessary [SPECIFY] Registrant Name Change Agreement (RNCA) and or to correspond with [SPECIFY] to authorize transfer of the Domain Name, effective as of the Closing Date as hereinafter defined. Warranty SELLER warrants and represents that it has unencumbered rights in the Domain Name, that SELLER property registered the Domain Name with [SPECIFY] without committing fraud or misrepresentation, that SELLER has the authority to transfer the Domain Name, and, that to the best of SELLER'S knowledge, the Domain Name does not infringe the rights of any third party. Other Foreign Language Versions The parties hereto agree that if either party acquires rights to other URL's which are foreign language versions of [SPECIFY].com, that the acquiring party shall be required to link such URLs directly to [SPECIFY].com for as long as this Agreement is in effect. OBLIGATIONS OF SELLER SELLER agrees to provide PURCHASER the following during the term of this Agreement: SELLER shall provide PURCHASER with a text URL link at a Premium Location (as defined below), on SELLER'S home page, www. [SPECIFY].com, for and to the web site www.[SPECIFY].com. (Premium location is defined herein as \"above the screen cutoff line - i.e., the viewable page area without scrolling on a typical computer screen\") Directly underneath such link, SELLER shall provide a web site description of [SPECIFY].com the content of which shall be provided by SELLER. SELLER shall provide PURCHASER with promotional space [SPECIFY PIXELS IN SIZE], which will include a banner advertisement for www. [SPECIFY].com within the [SPECIFY] Directory of the [SPECIFY].com web site located within the [SPECIFY] Network, (the \"Network\") and hypertext markup language (HTML), which will allow visitors to hyperlink to PURCHASER'S homepage www.[SPECIFY].com. SELLER shall conduct via its Network member sign in interface, for a period of [NUMBER] years, [NUMBER] customer surveys for each such year. Each survey shall consist of no more, than [NUMBER] questions. The content of each survey shall be subject to the Seller's reasonable approval. SELLER shall promote via an email campaign, PURCHASER'S upsell offers to SELLER'S member database twice per year for a term of [NUMBER] years. The content of each such email campaign and the PURCHASER'S upsell offers shall be subject to the SELLER'S reasonable approval. As may be mutually agreed between the parties, SELLER may (i) offer and PURCHASER may accept any vacant or remnant banner advertisement space or special links throughout the Network free of charge to PURCHASER, (ii) provide imbedded links to www. [SPECIFY].com in contexts wherever the subject matter references [SPECIFY] companies and [SPECIFY] on the Network. This linking strategy shall be performed on a goodwill basis and shall be discussed as an ongoing strategic component between both parties. OBLIGATIONS OF PURCHASER PURCHASER shall provide SELLER the following during the term of this Agreement: PURCHASER shall provide SELLER with non-hyperlink promotional space [SPECIFY PIXELS IN SIZE], located in a Premium Location as described and defined in Paragraph 2 above on the [SPECIFY].com homepage designating [SPECIFY].com as a member of the [SPECIFY].Com Network. PURCHASER shall host and provide support for the SELLER'S Network members Common Gateway Interfaces \"CGI's\" and \"cookies\". PURCHASER shall provide SELLER with promotional space [SPECIFY PIXELS IN SIZE] which shall include a banner advertisement and the hyper text markup language (HTML) provided by SELLER which shall include the HTML code [SPECIFY] and which will allow visitors to hyperlink to SELLER'S home page, www.[SPECIFY].com, in a Premium Location as described and defined in Paragraph 2 above, on the final page displayed to visitors who have completed the [SPECIFY] application process on www.[SPECIFY].com. PURCHASER agrees to replace, and PURCHASER agrees to cause its affiliates (as defined in Rule [NUMBER] promulgated under the [YOUR COUNTRY] Securities [ACT/LAW/RULE] of [YEAR], as amended) (\"Affiliates\"), to replace PURCHASER'S www.[SPECIFY].com web site with www.[SPECIFY].com at all web sites currently using the [SPECIFY] brand, or to point those URLs directly (no redirects) at .[SPECIFY].com. This provision shall include all multi lender sites owned, operated and/or branded by PURCHASER or any of its Affiliate entities. PURCHASER shall be responsible for the cost and execution of all marketing and sales activities to promote. The [COMPANY NAME].com brand. PURCHASER shall have complete responsibility for, and control over, the development of the [SPECIFY].com site. PURCHASER shall work with a person designated by SELLER (initially, [INDIVIDUAL NAME) on the implementation of cookies and CGI's. PURCHASER on behalf of itself and its Affiliates agrees that it shall make www.[SPECIFY].com its exclusive online owned, operated and/or branded web site covering all areas of [SPECIFY], thereby replacing www.[SPECIFY].com which is currently PURCHASER'S web site for that purpose, and [SPECIFY].com which was to be PURCHASER'S subprime internet [SPECIFY] web site. PURCHASER shall have the sole right to use an alternative domain name other than SPECIFY.com or add other PURCHASER owned and branded web sites to [SPECIFY].com, subject to the provisions of this Agreement, including without limitation, the provisions of paragraphs 4.herein. It is acknowledged and agreed by the parties hereto that (i) SELLER shall not be entitled to any payments under this Agreement as a result of fees earned by PURCHASER from [SPECIFY] services performed by PURCHASER so long as such [SPECIFY] are originated by third party that are not PURCHASER, Affiliates of PURCHASER or their respective Affiliates; and (ii) SELLER is not entitled to any fees generated from third party web sites created by PURCHASER if those third party web sites are owned by persons or entities that are not PURCHASER, Affiliates of PURCHASER,",null,"Domain Name Assignment Agreement","12",82,"doc","https://templates.business-in-a-box.com/imgs/1000px/domain-name-assignment-agreement-D771.png","https://templates.business-in-a-box.com/imgs/250px/771.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#771.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Software & Technology","/templates/software-technology-business/",{"label":20,"url":21},"Legal Agreements","/templates/business-legal-agreements/","domain name assignment agreement","Domain Name Assignment Agreement Template","https://templates.business-in-a-box.com/imgs/400px/771.png","https://templates.business-in-a-box.com/imgs/600px/771.png",[27,16,19],{"label":28,"url":29},"Templates","/templates/",[31,32,33],{"label":28,"url":29},{"label":20,"url":21},{"label":34,"url":35},"Intellectual Property & Licensing","/templates/intellectual-property-and-licensing/",[37,41,45,49,53,57,61,65,69,73,77,81,85,102,118,133,147,161],{"label":38,"url":39,"thumb":40,"extension":10},"Domain Name Registration Agreement","/template/domain-name-registration-agreement-D772","https://templates.business-in-a-box.com/imgs/250px/772.png",{"label":42,"url":43,"thumb":44,"extension":10},"Checklist Choosing a Domain Name","/template/checklist-choosing-a-domain-name-D829","https://templates.business-in-a-box.com/imgs/250px/829.png",{"label":46,"url":47,"thumb":48,"extension":10},"Assignment Agreement","/template/assignment-agreement-D12542","https://templates.business-in-a-box.com/imgs/250px/12542.png",{"label":50,"url":51,"thumb":52,"extension":10},"Lease Assignment Agreement","/template/lease-assignment-agreement-D13021","https://templates.business-in-a-box.com/imgs/250px/13021.png",{"label":54,"url":55,"thumb":56,"extension":10},"Technology Assignment Agreement","/template/technology-assignment-agreement-D765","https://templates.business-in-a-box.com/imgs/250px/765.png",{"label":58,"url":59,"thumb":60,"extension":10},"Agreement of Absolute Transfer and Assignment","/template/agreement-of-absolute-transfer-and-assignment-D933","https://templates.business-in-a-box.com/imgs/250px/933.png",{"label":62,"url":63,"thumb":64,"extension":10},"Industrial Design Assignment Agreement","/template/industrial-design-assignment-agreement-D944","https://templates.business-in-a-box.com/imgs/250px/944.png",{"label":66,"url":67,"thumb":68,"extension":10},"Invention Assignment Agreement","/template/invention-assignment-agreement-D12691","https://templates.business-in-a-box.com/imgs/250px/12691.png",{"label":70,"url":71,"thumb":72,"extension":10},"Agreement of Sale, Transfer & Assignment of Accounts Receivable","/template/agreement-of-sale-transfer-assignment-of-accounts-receivable-D934","https://templates.business-in-a-box.com/imgs/250px/934.png",{"label":74,"url":75,"thumb":76,"extension":10},"Assignment of Contract","/template/assignment-of-contract-D939","https://templates.business-in-a-box.com/imgs/250px/939.png",{"label":78,"url":79,"thumb":80,"extension":10},"Contract Purchase Agreement_check Name","/template/contract-purchase-agreement_check-name-D12822","https://templates.business-in-a-box.com/imgs/250px/12822.png",{"label":82,"url":83,"thumb":84,"extension":10},"Assignment","/template/assignment-D942","https://templates.business-in-a-box.com/imgs/250px/942.png",{"description":86,"descriptionCustom":6,"label":87,"pages":88,"size":89,"extension":10,"preview":90,"thumb":91,"svgFrame":92,"seoMetadata":93,"parents":94,"keywords":100,"url":101},"INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT This Intellectual Property Assignment Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Assignor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Assignee\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Shareholder\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] PREAMBLE WHEREAS [YOUR COMPANY NAME] owns all rights in a patent registered with the [COUNTRY] Patent Office under file number [NUMBER], serial number [NUMBER], entitled [SPECIFY] (the \"Patent\"); WHEREAS [YOUR COMPANY NAME] wishes to assign all rights and title in and to the Patent [COMPANY NAME]; WHEREAS the parties wish to enter into this Agreement on the terms and conditions more particularly provided herein. NOW, THEREFORE, in consideration of the above premises and agreements herein contained, the preamble forming an integral part hereof, the parties agree as follows: DEFINITIONS In this Agreement, except where the context or subject matter is inconsistent therewith, the following terms shall have the following meanings: \"Affiliates\" means, with respect to a Party to this Agreement, any person which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Party. The term \"control\" means possession, direct or indirect, of the powers to direct or cause the direction of the management or policies of a person, whether through ownership of equity participation, voting securities, or beneficial interests, by contract, by agreement or otherwise. \"Agreement\" shall mean this document, the annexed schedules, which are incorporated herein, together with any future written and executed amendments agreed to by the parties. \"Assigned Rights\" shall mean all rights and title in the Patent and all Intellectual Property Rights in the technology described in the Patent, in all countries. \"Improvements\" means innovations, inventions, ideas, designs, concepts, discoveries, techniques, works, processes, formulas, new derived material and modifications related to the Patent, whether or not patentable, copyrightable, or otherwise protectable as trade secrets or under any other intellectual property, conceived, brought to practice or developed by either Party after the date of this Agreement. \"Intellectual Property Rights\" includes all patents, trade marks, service marks, registered designs, integrated circuits topographies, including applications for any of the foregoing, and includes all copyrights, design rights, know-how, confidential information, trade secrets and any other similar rights in [COUNTRY] and in any other countries. \"Patent\" shall mean the patent described in recitals hereof and its counterpart applications in any country, now or thereafter owned by [YOUR COMPANY NAME] or to which [YOUR COMPANY NAME] otherwise acquires rights, including any patent application, divisional, continuation, provisional, reissue, re-examination, extension certificate, registration, renewal, confirmation and national phase entry application related to such Patent. ASSIGNMENT OF PATENT Subject to the terms and conditions contained in this Agreement, [YOUR COMPANY NAME] hereby irrevocably assigns to [COMPANY NAME] all rights and title and any other rights to the Patent as well as all Intellectual Property Rights in the technology described in the Patent, in all countries. The parties hereby recognize that any and all Intellectual Property Rights in any Improvements shall be held by [COMPANY NAME]. The parties hereby recognize that no Intellectual Property Rights are assigned, licensed or otherwise granted under this Agreement, save and except as explicitly stated in this Section 2. COMPENSATION In consideration of the Assigned Rights, [COMPANY NAME] agrees to pay [YOUR COMPANY NAME] the sum of [AMOUNT] (the \"Purchase Price\") payable upon the execution of this Agreement by all of the parties hereto. REPRESENTATIONS AND WARRANTIES The Guarantors represent and warrant on a joint and several basis to [COMPANY NAME] that: the Patent and [COMPANY NAME]'s use of the Patent does not, to the best knowledge of the Guarantors, infringe upon any patent, or any trademark, copyright, trade secret or other Intellectual Property Rights or proprietary right of any third party, and that there is currently no actual or threatened suit against [YOUR COMPANY NAME] by any third party based on an alleged violation of such right, and the Guarantors do not know of any basis for any such action; there are no outstanding assignments, grants, licenses, liens, encumbrances, obligations or agreements (whether written, oral or implied) regarding the Patent; [YOUR COMPANY NAME] has all rights, power and authority required in order to grant the Assigned Rights free and clear of all encumbrances or legal restrictions, in accordance with this Agreement; [YOUR COMPANY NAME] has good and marketable title to the Patent; there is no requirement for [YOUR COMPANY NAME] to obtain any other authorization, consent or approval from any third party as a condition to the enforceability of any provision of this Agreement or the lawful conclusion of the transactions contemplated by this Agreement; Notwithstanding any investigation conducted prior to the execution of this Agreement, and notwithstanding implied knowledge or notice of any fact or circumstance which [COMPANY NAME] may have as a result of such investigation or otherwise, [COMPANY NAME] shall be entitled to rely upon the representations and warranties set forth herein and the obligations of [YOUR COMPANY NAME] hereto with respect to such representations and warranties shall survive the termination of this Agreement for any reason. The Guarantors, on a joint and several basis, shall indemnify and hold [COMPANY NAME] harmless from all losses, liabilities, damages and expenses, including reasonable attorneys' fees and costs (collectively, \"Liabilities\"), that [COMPANY NAME] may suffer to the extent resulting from any claims, demands, actions or other proceedings made or instituted by any third party against [COMPANY NAME] and arising out of the use of the Patent, or related to the breach of any obligation or any representation and warranty under this Agreement, except for Liabilities arising out of the gross negligence or willful misconduct of [COMPANY NAME]. TERM AND TERMINATION This Agreement shall take effect upon the execution hereof by both parties hereto, and, unless sooner terminated as per paragraph 5.2 below, shall remain in effect until the expiration of the Patent. Upon any material breach or default under this Agreement by either Party, the other Party may give notice of such breach or default and, unless the same shall be cured within [NUMBER] days after delivery of such notice, then, without limitation of any other remedy available hereunder, such Party may terminate this Agreement immediately upon delivery of a notice of termination to the other Party at any time thereafter. The termination of this Agreement by either of the Parties shall be subject to all other rights and remedies available to the Parties hereunder or otherwise. NOTICE","Intellectual Property Assignment","7",80,"https://templates.business-in-a-box.com/imgs/1000px/intellectual-property-assignment-D5229.png","https://templates.business-in-a-box.com/imgs/250px/5229.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5229.xml",{"title":6,"description":6},[95,97],{"label":20,"url":96},"business-legal-agreements",{"label":98,"url":99},"Transfer & Assignment Agreements","transfer-assignment-agreement","intellectual property assignment","/template/intellectual-property-assignment-D5229",{"description":103,"descriptionCustom":6,"label":104,"pages":105,"size":106,"extension":10,"preview":107,"thumb":108,"svgFrame":109,"seoMetadata":110,"parents":111,"keywords":116,"url":117},"Asset Purchase Agreement Prepared By: Your Name Job Title Phone 555.555.5555 Email info@yourbusiness.com www.yourbusiness.com TABLE OF CONTENTS Pages 1 - INTERPRETATION 6 1.1 Definitions 6 Extended Meanings 9 1.3 Interpretation Not Affected by Headings 9 1.4 Applicable Law 9 1.5 Funds 9 1.6 Financial Documents 9 1.7 Invalidity 10 1.8 Business Day 10 1.9 Preamble 10 2 - PURCHASED ASSETS 10 2.1 Purchased Assets 10 2.2 Excluded Assets 11 2.3 Leases and Retention of Ownership Agreements 12 2.4 Removal of Purchased Assets 12 2.5 Forward Commitments 12 2.6 Assets Used in the Business 12 3 - PURCHASE AND SALE 12 3.1 Purchase Price 12 3.2 Default 13 3.3 Balance of Price 13 3.4 Allocation of the Purchase Price 13 3.5 No Assumption of Liabilities 13 3.6 Payment of Taxes 14 3.7 Adjustments 14 3.8 Net Worth Adjustment 14 3.9 Disagreement Regarding Adjustment of Purchase Price 14 3.10 Escrow of Purchase Price 14 4 - CLOSING AND CONDITIONS PRECEDENT TO THE SALE 15 4.1 Closing Date 15 4.2 Conditions Precedent to Closing in Favor of the Purchaser 15 4.2.1 Corporate Authorization 15 4.2.2 Statements 15 4.2.3 Truth of Representations and Warranties 15 4.2.4 Compliance with Terms and Conditions 15 4.2.5 Governmental Approvals 16 4.2.6 Approval of Purchaser's Counsel 16 4.2.7 Prohibited Actions 16 4.2.8 Delivery of Documents and Title Deeds 16 4.2.9 Legal Opinion of Seller's Counsel 16 4.2.10 Non-Competition Agreements 16 4.2.11 Residence 16 4.2.12 Bulk Sale Affidavit 17 4.2.13 Tax Election Form 17 4.2.14 Powers of Attorney 17 4.2.15 Consents 17 4.2.16 Due Diligence 17 4.2.17 No Substantial Damage or Adverse Change 17 4.2.18 No Adverse Legislation 17 4.2.19 Delivery of Documents 17 4.3 Conditions Precedent to Closing in Favor of the Seller 18 4.3.1 Letter of Credit 18 4.3.2 Truth of Representations and Warranties 18 4.3.3 Compliance with Terms and Conditions 18 4.3.4 Legal Opinion of Purchaser's Counsel 18 4.4 Risk of Loss 18 4.5 Notification 19 5 - REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE PURCHASER 19 5.1 Representations and Warranties of Seller 19 5.1.1 Due Incorporation and Qualification to Carry on Business 19 5.1.2 Binding Nature 19 5.1.3 Title of Assets 19 5.1.4 Options, Commitments 20 5.1.5 No Violation 20 5.1.6 Books and Records 20 5.1.7 Business Conducted in Ordinary Course 20 5.1.8 Leases 21 5.1.9 Uses 21 5.1.10 Work Orders 21 5.1.11 Litigation 22 5.1.12 Proprietary Rights 22 5.1.13 Infringement of Proprietary Rights 22 5.1.14 Compliance with Laws 22 5.1.15 Employment Agreements 23 5.1.16 Labour Unions 23 5.1.17 Labour Practices 23 5.1.18 Pension Plans 23 5.1.19 Restrictive Documents 24 5.1.20 Outstanding Long Term Indebtedness 24 5.1.21 Outstanding Guarantees 24 5.1.22 Insurance 24 5.1.23 Taxes 24 5.1.24 Withholdings 25 5.1.25 Condition of Purchased Assets 25 5.1.26 Clients and Supplies 25 5.1.27 Vacation Pay 25 5.1.28 Residence 25 5.1.29 Knowledge 25 5.1.30 Liabilities 26 5.1.31 Inventories 26 5.1.32 Financial Statements 26 5.1.33 Absence of Certain Developments 26 5.1.34 No Material Adverse Change 27 5.1.35 Other Agreements 27 5.1.36 Environmental Matters 28 5.1.37 Reliance 29 5.1.38 Evidence 29 5.1.39 Standard of Conduct 29 5.2 Representations and Warranties of the Purchaser 29 5.2.1 Due Incorporation 29 5.2.2 Binding Nature 29 5.2.3 No Violation 29 5.3 Survival 30 5.4 Indemnification of the Purchaser 30 5.5 Warranty Work 30 6 - EMPLOYEES 31 6.1 List of Non-Unionized Employees 31 6.2 Employment to Non-Unionized Employees 31 6.3 Claims by Non-Unionized Employees 31 6.4 Pension Plan for Employees 31 6.5 Assumption of Collective Agreement 32 6.6 List of Unionized Employees 32 6.7 Offers to Unionized Employees 32 6.8 Short Term and Long Term Disability 33 6.9 Benefit Plans 33 7 - MUTUAL COOPERATION 33 7.1 Conduct of Business Prior to Closing 33 (a) Conduct Business in Ordinary Course 33 (b) Continue Insurance 33 (c) Perform Obligations 33 7.2 Access for Investigation Prior to Closing 33 7.3 Actions to Satisfy Closing Conditions 34 7.4 Transfer of Purchased Assets 34 7.5 Assistance in Judicial Claims 35 7.6 Collection of Receivables 35 7.7 Accounts Receivable 35 7.8 Differentiation of Products 36 8 - MISCELLANEOUS 36 8.1 Successors and Assigns 36 8.2 Brokers 36 8.3 Legal Fees 36 8.4 Public Announcement 36 8.5 Entire Agreement 36 8.6 Notices 37 8.7 Time of Essence 37 8.8 Counterparts 37 9 - GUARANTEE 37 9.1 Intervention of the Guarantor 37 9.2 Indulgence 38 9.3 Disability of Purchaser 38 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST PART] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND PART] (the \"Seller\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Seller carries on the business of [NUMBER] WHEREAS the Seller has agreed to sell and the Purchaser has agreed to purchase certain assets relating to the Business upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE [COMPANY NAME] HERETO AGREE AS FOLLOWS: INTERPRETATION Definitions Unless the subject matter or context otherwise requires: \"Affiliate\" has the meaning ascribed to the term \"affiliated corporations\" in the [COUNTRY Business Corporations Act]. \"Associate\" has the meaning ascribed to the term \"associate\" in the [COUNTRY Business Corporations Act]. \"Balance of Price\" has the meaning ascribed thereto in Section 3.1.2. \"Books and Records\" means any books and records (originals or copies thereof) of Seller relating exclusively to the Business including, without limitation, books and records relating to the purchase materials and supplies, the manufacture, assembly and processing of products, sales of products, dealings with customers and franchises, invoices, customer lists, mailing lists, suppliers lists, trademarks and trade names, financial records, personnel records (to the extent permitted by law) and taxes (excluding Seller's income tax and other tax records unrelated to the Business).","Asset Purchase Agreement","37",259,"https://templates.business-in-a-box.com/imgs/1000px/asset-purchase-agreement-D928.png","https://templates.business-in-a-box.com/imgs/250px/928.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#928.xml",{"title":6,"description":6},[112,113],{"label":20,"url":96},{"label":114,"url":115},"Purchase & Sale Agreements","purchase-sale-agreement","asset purchase agreement","/template/asset-purchase-agreement-D928",{"description":119,"descriptionCustom":6,"label":120,"pages":121,"size":122,"extension":10,"preview":123,"thumb":124,"svgFrame":125,"seoMetadata":126,"parents":128,"keywords":131,"url":132},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: LETTER OF INTENT-ACQUISITION OF BUSINESS Dear [CONTACT NAME]: This letter (\"Letter of Intent\") sets forth the basic preliminary terms between the Buyer or his nominee and yourselves regarding the purchase of the [SPECIFY] business (the \"Business\") carried on by yourselves. Except as specifically set forth herein, this Letter of Intent shall not constitute an agreement between the parties and no agreement shall be deemed to exist until execution of a definitive purchase agreement. It is proposed that Buyer will acquire certain assets of the Business which Buyer believes to be necessary to the future of the Business, including the warehouse in [CITY/STATE] in which [COMPANY NAME] the Company has invested [AMOUNT] in cash and which has been financed by a mortgage loan of approximately [AMOUNT] granted by the [SPECIFY COMPANY] [CITY/STATE]. Buyer understands that the said warehouse has no other charges or liabilities affecting it other than the said mortgage loan. Buyer may either purchase the warehouse outright or enter into a lease-purchase or instalment transfer of ownership which is satisfactory to both parties. The gross purchase price for the said warehouse will be [AMOUNT]. Buyer may purchase or lease barrels and other equipment currently owned by the Company which are necessary to operate the Business, on a cash or instalment basis agreeable to both parties. The specific assets to be purchased and the amounts to be paid by Buyer in connection with this transaction remain to be negotiated by the parties. This Letter of Intent also evidences the intentions of the parties with respect to the following agreements: Buyer will enter into a [NUMBER]-year employment agreement with [COMPANY NAME], providing for the Company will be responsible for the purchase of [SPECIFY] for Buyer. The agreement will contain the customary terms and conditions found in employment agreements in similar transactions and will provide for the usual non-competition and non-solicitation covenants to be entered into by the Company in favour of Buyer. It is expressly understood that if the contemplated transaction is consummated, the aggregate amount of commission paid or payable to yourselves (net of reasonable expenses acceptable to Buyer) in respect of all purchases of [SPECIFY] made through you from the date of this Letter of Intent to the date of closing, with the exception of commissions earned on the [NUMBER] truckloads of [SPECIFY] to be delivered to Buyer during the week of [DATE] to [DATE], will be applied against remuneration payable to the Company in the first year of his employment agreement. If the contemplated transaction is not consummated, all such commissions paid or payable will be treated as commissions. Buyer will enter into a [NUMBER]-year employment agreement with [EMPLOYEE NAME], providing for the payment of a gross base salary of [ANNUAL SALARY] per year, to be paid weekly, subject to annual review. [EMPLOYEE NAME] will be President of the Business and the employment agreement will provide for health benefits, automobile, expenses and bonus arrangements","Letter of Intent_Acquisition of Business","3",513,"https://templates.business-in-a-box.com/imgs/1000px/letter-of-intent_acquisition-of-business-D5197.png","https://templates.business-in-a-box.com/imgs/250px/5197.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5197.xml",{"title":127,"description":6},"letter of intent_acquisition of business",[129,130],{"label":20,"url":96},{"label":20,"url":96},"letter intent_acquisition business","/template/letter-of-intent_acquisition-of-business-D5197",{"description":134,"descriptionCustom":6,"label":135,"pages":121,"size":122,"extension":10,"preview":136,"thumb":137,"svgFrame":138,"seoMetadata":139,"parents":141,"keywords":140,"url":146},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":140,"description":6},"non disclosure agreement nda",[142,143],{"label":20,"url":96},{"label":144,"url":145},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":148,"descriptionCustom":6,"label":149,"pages":150,"size":151,"extension":10,"preview":152,"thumb":153,"svgFrame":154,"seoMetadata":155,"parents":156,"keywords":159,"url":160},"SETTLEMENT AGREEMENT This Settlement Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the \"Creditor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] [THIRD PARTY NAME] (the \"Debtor\"), an individual with his main address located at: [COMPLETE ADDRESS] WHEREAS by Statement of Claim filed on [DATE] in the Federal Court of [COUNTRY] (Trial Division) under court file number [NUMBER], as amended by an Amended Statement of Claim filed therein on [EFFECTIVE DATE], [COMPANY NAME]. (the \"Creditor\") instituted proceedings as plaintiff against the Company and Debtor as defendants in recovery of the sum of [AMOUNT] (the \"Action\"); WHEREAS in the Action, the Creditor has claimed the amount of [AMOUNT] from Debtor pursuant to a certain guarantee executed by him in favor of the Creditor; WHEREAS [COMPANY NAME] and the Creditor amalgamated effective [DATE], such that [COMPANY NAME] became a division of the Creditor; WHEREAS the parties have agreed to settle the Action upon the terms and conditions hereinafter set forth: NOW WHEREFORE, the parties hereto agree as follows: The Action is settled upon the terms hereinafter set forth. The parties shall execute a Declaration of Settlement Out Of Court in respect of the Action, which Declaration shall be remitted to the Bank, and which the Bank shall file in the court record on the latest of the trial date fixed for the Action, being [EFFECTIVE DATE], receipt of the initial payment provided for in Section 2 hereof and the date of registration of the Security contemplated in Section 2 hereof. Debtor hereby undertakes to pay to the Creditor the sum of [AMOUNT] in lawful currency of [COUNTRY] (the \"Settlement Amount\"), payable as set out below. Debtor shall pay to the Bank at its offices noted above the principal sum of [AMOUNT] in lawful currency of [COUNTRY] (the \"Principal Amount\"), by way of [NUMBER] equal consecutive monthly installments in the amount of [AMOUNT] each, payable on the [DATE] day of each month, commencing on [EFFECTIVE DATE] until full payment on [DATE] (the \"Payments\"). Concurrently with the execution hereof, Debtor shall deliver to the Creditor [NUMBER] check in the amount of [AMOUNT] each dated the [DATE] day of each month in payment of the Payments for [EFFECTIVE DATE] to [EFFECTIVE DATE] inclusively. Thereafter, Debtor shall deliver to the Creditor by or before [DATE] of each year, commencing [EFFECTIVE DATE] to [EFFECTIVE DATE] inclusively, [NUMBER] check in the amount of [AMOUNT] each dated the [NUMBER] day of each of the following [NUMBER] months in payment of the Payments for the said [NUMBER] month period. By or before [EFFECTIVE DATE], Debtor shall deliver to the Creditor [NUMBER] check in the amount of [AMOUNT] each dated the [NUMBER] day of each of the remaining [NUMBER] months in payment of the Payments for the said [NUMBER] month period. The Principal Amount shall bear interest from the date of any unremedied default at the rate of [PERCENTAGE %] percent per annum, calculated on the balance then outstanding and payable on demand. All interest not paid when due shall bear interest at the same rate calculated as aforesaid and payable on demand. The balance of [AMOUNT] (the \"Balance\") shall be paid to the Creditor by way of compensation and set-off against the amount of any commission which may become owing to Debtor by the Creditor on any sales of its assets which Debtor may make from time to time hereafter on behalf of the Creditor, and against the amount of any salary or other compensation which may become owing to him by the Creditor in respect of any other services of any nature whatsoever which Debtor may perform from time to time hereafter on behalf of the Creditor. The amount of such commissions, salary and/or other compensation shall be determined in accordance with the terms and conditions of any agreements which the Creditor and Debtor may enter into for the provision of such services by Debtor to the Creditor. The Creditor shall provide to Debtor on a regular basis a list of assets currently offered for sale by the Creditor and undertakes to give Debtor every opportunity, on a non-exclusive basis, to sell such assets and undertakes not to act unreasonably in considering any offer to purchase which Debtor may bring to the Creditor. In the event that the Balance has not been repaid in full on the date the last payment falls due under Section 2.1 hereof, Debtor shall pay off the amount of the Balance then outstanding (the \"Unpaid Balance\") by way of consecutive monthly installments in the amount of [AMOUNT] each, payable on the [DATE] day of each month, commencing [EFFECTIVE DATE] (the \"Extended Period\"). On [EFFECTIVE DATE], Debtor shall deliver to the Creditor the requisite number of check in the amount of [AMOUNT] each dated the [DATE] day of each month in payment of the Unpaid Balance, provided always that Debtor shall still be able to pay any or all of the Unpaid Balance during the Extended Period by way of compensation and set-off pursuant to the provisions of Section 2.3.1. Debtor shall have a grace period of [NUMBER] days from the date of any written notice of default to make any Payment due hereunder to remedy said default. In the event the default is not remedied within such period, Debtor shall lose the benefit of the term provided for herein and the entire balance of the Settlement Amount then outstanding shall become immediately due and payable. The Creditor shall then be entitled to demand payment in full of the outstanding amount of the Settlement Amount, by written notice of demand, without further notice, including prior notice of such acceleration, or delay. The Creditor shall, in addition to its right to accelerate payment in the event of an unremedied default to make any payment, be entitled to accelerate payment should the Creditor advise Debtor in writing of the discovery of any material omission of any encumbrance on any of the assets listed in Schedule C or of any other limitation or alteration in Debtor's right, title and interest in and to the assets listed in Schedule C, provided that Debtor shall have [NUMBER] days from the date of such notice to remedy the default such that the omission is no longer material, but not in the event of any other default hereunder. Concurrently with his execution of the present Settlement Agreement, Debtor shall execute demand promissory notes in the amounts of [AMOUNT] respectively, in the form of the promissory notes annexed hereto as Schedules A and B respectively, to be held by the Creditor as collateral security for the performance of Debtor's obligations under this Section 2. Debtor shall grant security in favor of the Creditor against each and all of the assets identified in the affidavit executed by Debtor concurrently herewith and annexed hereto as Schedule C (the \"Secured Assets\"), subject to the encumbrances thereon as disclosed therein (the \"Encumbrances\"), which Encumbrances Debtor hereby represents and warrants are all the encumbrances existing against the Secured Assets, and which Secured Assets Debtor hereby represents and warrants have a net aggregate liquidation value, after deduction of the reasonable expenses of liquidation and after payment of the Encumbrances of not less than the Settlement Amount. ","Settlement Agreement","8",64,"https://templates.business-in-a-box.com/imgs/1000px/settlement-agreement-D916.png","https://templates.business-in-a-box.com/imgs/250px/916.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#916.xml",{"title":6,"description":6},[157,158],{"label":20,"url":96},{"label":20,"url":96},"settlement agreement","/template/settlement-agreement-D916",{"description":162,"descriptionCustom":6,"label":163,"pages":121,"size":164,"extension":10,"preview":165,"thumb":166,"svgFrame":167,"seoMetadata":168,"parents":169,"keywords":174,"url":175},"TRADEMARK ASSIGNMENT This Trademark Assignment (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Assignor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Assignee\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Assignor is recorded at the [COUNTRY] trade-marks Office as the registered owner of the trademarks described in Schedule A hereto (the \"Trademarks\") under application no. [TRADEMARK APPLICATION NUMBER] (the \"Application\"); WHEREAS the Assignor assigns, sells and transfers unto the Assignee all of the Assignor's rights, title and interest in and to the Trademarks and the Application; NOW THEREFORE THE PARTIES AGREE AS FOLLOWS: 1","Trademark Assignment Short Form",40,"https://templates.business-in-a-box.com/imgs/1000px/trademark-assignment_short-form-D972.png","https://templates.business-in-a-box.com/imgs/250px/972.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#972.xml",{"title":6,"description":6},[170,171],{"label":20,"url":96},{"label":172,"url":173},"Copyrights, Patents & Trademarks","copyrights-patent-trademark","trademark assignment short form","/template/trademark-assignment-short-form-D972",false,{"seo":178,"reviewer":190,"legal_disclaimer":194,"quick_facts":195,"at_a_glance":197,"personas":201,"variants":226,"glossary":253,"clauses":290,"how_to_fill":341,"common_mistakes":382,"faqs":407,"industries":435,"comparisons":452,"diy_vs_lawyer":466,"jurisdictions":479,"related_template_ids_curated":500,"schema":509,"classification":510},{"meta_title":179,"meta_description":180,"primary_keyword":181,"secondary_keywords":182},"Domain Name Assignment Agreement Template (Free Word)","Free domain name assignment agreement template to transfer ownership of a domain from seller to buyer. Used in 190+ countries. Free Word and PDF download.","domain name assignment agreement template",[183,184,185,186,187,188,189],"domain name transfer agreement template","domain assignment agreement","domain name purchase agreement template","website domain transfer agreement","domain name assignment contract","domain name sale agreement template","domain transfer agreement free download",{"name":191,"credential":192,"reviewed_date":193},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":196,"legal_review_recommended":194,"signature_required":194,"notarization_required":176},"medium",{"what_it_is":198,"when_you_need_it":199,"whats_inside":200},"A Domain Name Assignment Agreement is a legally binding contract that transfers ownership of a registered internet domain name from one party (the assignor) to another (the assignee) in exchange for agreed consideration. This free Word download gives you a structured, attorney-reviewed starting point you can edit online and export as PDF — covering price, warranties, IP representations, and registrar transfer instructions in a single document.\n","Use it whenever a domain name changes hands as part of a business acquisition, brand rebrand, IP portfolio sale, website purchase, or standalone domain transaction. It is equally necessary when the domain is sold independently or bundled with a broader asset purchase.\n","Parties and domain identification, purchase price and payment terms, representations and warranties about clear title, IP non-infringement covenants, registrar transfer obligations, post-closing cooperation duties, governing law, and dispute resolution provisions.\n",[202,206,210,214,218,222],{"title":203,"use_case":204,"icon_asset_id":205},"Business buyers and acquirers","Securing legal title to a domain included in a business or website acquisition","persona-business-buyer",{"title":207,"use_case":208,"icon_asset_id":209},"Startup founders","Purchasing a premium domain to match the company's brand after incorporation","persona-startup-founder",{"title":211,"use_case":212,"icon_asset_id":213},"Domain investors and resellers","Documenting the sale of a parked or developed domain from their portfolio","persona-domain-investor",{"title":215,"use_case":216,"icon_asset_id":217},"Marketing and brand managers","Acquiring a domain during a corporate rebrand or trademark alignment project","persona-marketing-manager",{"title":219,"use_case":220,"icon_asset_id":221},"IP and technology attorneys","Formalizing domain transfers as part of a broader IP or M&A transaction","persona-ip-attorney",{"title":223,"use_case":224,"icon_asset_id":225},"E-commerce entrepreneurs","Buying or selling an online store's domain separately from its inventory or platform","persona-ecommerce-entrepreneur",[227,231,235,239,243,246,249],{"situation":228,"recommended_template":229,"slug":230},"Transferring a domain as part of a full website and business purchase","Website Purchase Agreement","web-site-hosting-agreement-D776",{"situation":232,"recommended_template":233,"slug":234},"Selling a domain name portfolio with multiple domains in a single transaction","IP Assignment Agreement","ip-sale-agreement-D964",{"situation":236,"recommended_template":237,"slug":238},"Temporarily licensing a domain name rather than permanently transferring it","Domain Name License Agreement","domain-name-assignment-agreement-D771",{"situation":240,"recommended_template":241,"slug":242},"Assigning all company IP, including domains, to a new holding entity","Intellectual Property Assignment Agreement","intellectual-property-assignment-D5229",{"situation":244,"recommended_template":149,"slug":245},"Buying a domain that is subject to an active trademark dispute","settlement-agreement-D916",{"situation":247,"recommended_template":104,"slug":248},"Transferring a domain as part of a broader corporate asset sale","asset-purchase-agreement-D928",{"situation":250,"recommended_template":251,"slug":252},"Resolving a domain dispute under ICANN UDRP before assignment","Cease and Desist Letter (Trademark)","cease-and-desist-letter-D12916",[254,257,260,263,266,269,272,275,278,281,284,287],{"term":255,"definition":256},"Assignor","The current registered owner of the domain name who is transferring ownership to the buyer.",{"term":258,"definition":259},"Assignee","The party receiving ownership of the domain name upon completion of the transfer.",{"term":261,"definition":262},"ICANN","The Internet Corporation for Assigned Names and Numbers — the nonprofit body that coordinates domain name registration policy globally.",{"term":264,"definition":265},"Registrar","An ICANN-accredited company (such as GoDaddy, Namecheap, or Google Domains) authorized to register and manage domain names on behalf of owners.",{"term":267,"definition":268},"Authorization Code (EPP Code)","A unique alphanumeric code generated by the current registrar that is required to unlock and transfer a domain to a new registrar.",{"term":270,"definition":271},"WHOIS Record","The publicly accessible database entry that displays a domain's registered owner, registrar, creation date, and expiration date.",{"term":273,"definition":274},"Consideration","The value exchanged between the parties — typically a monetary payment — that makes the assignment agreement a binding contract.",{"term":276,"definition":277},"Trademark Infringement","Unauthorized use of a protected brand name or mark in a domain name, which can expose the assignor to liability if not disclosed or warranted against.",{"term":279,"definition":280},"UDRP (Uniform Domain-Name Dispute-Resolution Policy)","ICANN's mandatory arbitration process for resolving disputes between domain registrants and trademark owners without going to court.",{"term":282,"definition":283},"Cybersquatting","Registering, trafficking, or using a domain name with bad-faith intent to profit from someone else's trademark — prohibited under the US Anticybersquatting Consumer Protection Act.",{"term":285,"definition":286},"Escrow Service","A neutral third party (such as Escrow.com) that holds the purchase price in trust until the domain transfer is confirmed, protecting both buyer and seller.",{"term":288,"definition":289},"Post-Closing Cooperation","The contractual obligation of the assignor to assist the assignee in completing the technical registrar transfer and updating associated records after the agreement is signed.",[291,296,301,306,311,316,321,326,331,336],{"name":292,"plain_english":293,"sample_language":294,"common_mistake":295},"Parties and domain identification","Identifies both parties by full legal name and address, and precisely identifies the domain being transferred by its full registered name and TLD.","This Domain Name Assignment Agreement is entered into as of [DATE] between [ASSIGNOR LEGAL NAME], a [ENTITY TYPE] organized under the laws of [STATE/JURISDICTION] ('Assignor'), and [ASSIGNEE LEGAL NAME], a [ENTITY TYPE] ('Assignee'). Assignor agrees to assign and transfer the domain name [DOMAIN.COM] (the 'Domain'), currently registered with [REGISTRAR NAME].","Identifying the domain by a nickname or abbreviation instead of its exact registered string including TLD — ambiguity about which domain is being transferred can void the agreement or require a corrective assignment.",{"name":297,"plain_english":298,"sample_language":299,"common_mistake":300},"Purchase price and payment terms","States the total consideration the assignee pays, when payment is due, and how it is made — including whether an escrow service is used.","In consideration for the assignment, Assignee shall pay Assignor the sum of $[AMOUNT] USD (the 'Purchase Price'), payable in full on [DATE / upon execution] via [WIRE TRANSFER / ESCROW SERVICE]. If paid through escrow, funds shall be released to Assignor within [X] business days after successful transfer confirmation.","Releasing payment before confirming the domain has fully propagated to the assignee's registrar account — a seller who receives funds before transfer is complete has no practical incentive to cooperate with a stalled transfer.",{"name":302,"plain_english":303,"sample_language":304,"common_mistake":305},"Assignment and transfer of ownership","The operative clause in which the assignor irrevocably transfers all right, title, and interest in the domain to the assignee as of the closing date.","Assignor hereby irrevocably assigns, transfers, and conveys to Assignee all of Assignor's right, title, and interest in and to the Domain, including any associated goodwill, effective as of the Closing Date. Assignor retains no rights in the Domain following the Closing Date.","Using permissive language like 'agrees to transfer' instead of the operative 'hereby assigns and transfers' — the former creates an obligation to act in the future, not an immediate transfer, which creates a gap in title.",{"name":307,"plain_english":308,"sample_language":309,"common_mistake":310},"Representations and warranties of the assignor","The assignor's legally binding statements that they own the domain outright, that it is not encumbered by liens or disputes, and that the transfer does not infringe any third-party trademark.","Assignor represents and warrants that: (a) Assignor is the sole registered owner of the Domain; (b) the Domain is free and clear of all liens, claims, and encumbrances; (c) no UDRP proceeding or legal dispute is pending or threatened; (d) the Domain does not, to Assignor's knowledge, infringe any third-party trademark or intellectual property right; and (e) Assignor has full authority to enter into and perform this Agreement.","Limiting warranty (d) to 'Assignor's knowledge' without requiring the assignor to have actually conducted a trademark search — courts in several jurisdictions have found this insufficient when the assignor had ready access to trademark databases.",{"name":312,"plain_english":313,"sample_language":314,"common_mistake":315},"Representations and warranties of the assignee","The assignee's confirmation that they have authority to enter the agreement, that the domain's intended use will not infringe third-party rights, and that their payment is from lawful funds.","Assignee represents and warrants that: (a) Assignee has full authority to enter into this Agreement; (b) the intended use of the Domain will comply with ICANN policies and applicable law; and (c) the Purchase Price is derived from lawful funds.","Omitting assignee warranties entirely — courts have used one-sided warranty structures to argue the agreement was a donative transfer rather than an arm's-length sale, creating tax and valuation complications.",{"name":317,"plain_english":318,"sample_language":319,"common_mistake":320},"Registrar transfer obligations","Sets out the specific technical steps both parties must take to execute the registrar transfer — including unlocking the domain, providing the EPP authorization code, and approving the incoming transfer request.","Within [2] business days of receipt of the Purchase Price (or escrow confirmation), Assignor shall: (a) unlock the Domain at the current Registrar; (b) provide Assignee with the EPP Authorization Code; (c) disable WHOIS privacy if enabled; and (d) approve any transfer confirmation emails. Assignee shall initiate the transfer request within [3] business days of receiving the Authorization Code.","Not specifying a deadline for the assignor to provide the EPP code — without a hard deadline, assignors sometimes delay for weeks, leaving the buyer with no contractual remedy.",{"name":322,"plain_english":323,"sample_language":324,"common_mistake":325},"Post-closing cooperation","Requires the assignor to assist with any additional steps needed to complete the transfer after closing — such as responding to registrar verification emails or updating associated DNS records.","Following the Closing Date, Assignor agrees to take all further actions reasonably requested by Assignee to perfect the transfer of the Domain, including responding to registrar communications, updating associated records, and executing any additional documents within [5] business days of request.","No time limit on the cooperation obligation — an unlimited post-closing duty to cooperate creates an open-ended liability for the assignor and is frequently struck or ignored as a result.",{"name":327,"plain_english":328,"sample_language":329,"common_mistake":330},"Indemnification","Requires each party to indemnify the other for losses arising from their own breach of representations or warranties — particularly the assignor for any pre-existing trademark dispute or encumbrance on the domain.","Assignor shall indemnify, defend, and hold harmless Assignee from and against any losses, claims, damages, and expenses (including reasonable attorneys' fees) arising from: (a) any breach of Assignor's representations or warranties; or (b) any claim by a third party that the Domain infringes their trademark or IP rights, where such claim relates to acts or omissions occurring prior to the Closing Date.","Capping indemnification at a nominal amount that is materially lower than the purchase price — a $500 indemnity cap on a $50,000 domain purchase leaves the buyer with virtually no protection against a pre-closing trademark claim.",{"name":332,"plain_english":333,"sample_language":334,"common_mistake":335},"Governing law and dispute resolution","Specifies which jurisdiction's law governs the agreement and how disputes are resolved — court litigation, arbitration, or mediation — and in which venue.","This Agreement is governed by the laws of [STATE / PROVINCE / COUNTRY], without regard to conflict of law principles. Any dispute arising under this Agreement shall be resolved by binding arbitration administered by [AAA / JAMS / LCIA] in [CITY], except that either party may seek injunctive relief in any court of competent jurisdiction.","Choosing a governing jurisdiction with no connection to either party or the registrar — several domain disputes have been complicated by enforceability questions when the chosen forum had no practical nexus to the transaction.",{"name":337,"plain_english":338,"sample_language":339,"common_mistake":340},"Entire agreement and amendments","Confirms this document is the complete agreement between the parties, superseding all prior emails, verbal discussions, or letters of intent, and requires any amendments to be in writing.","This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior representations, negotiations, and agreements. No amendment or modification shall be valid unless made in writing and signed by both parties.","No entire-agreement clause — prior email negotiations about the domain's valuation, included assets like associated social media handles, or seller financing terms can then be introduced as oral contractual obligations.",[342,347,352,357,362,367,372,377],{"step":343,"title":344,"description":345,"tip":346},1,"Identify both parties with full legal names and addresses","Enter the assignor's and assignee's full registered legal names — not trade names — and their principal addresses. If either party is an entity, include the state or country of incorporation and entity type.","Cross-check the assignor's legal name against the WHOIS record for the domain before signing — a mismatch means the signatory may not have legal authority to transfer.",{"step":348,"title":349,"description":350,"tip":351},2,"Specify the domain name exactly as registered","Enter the complete domain name including TLD (e.g., acmebrand.com, not just 'acmebrand'). If multiple domains are being transferred, list each one individually or attach a Schedule A.","If multiple TLD variants are included (e.g., .com, .net, .co), list each separately — an agreement covering 'acmebrand.com and variants' is ambiguous and may not transfer the variants cleanly.",{"step":353,"title":354,"description":355,"tip":356},3,"Set the purchase price, currency, and payment method","State the total consideration in a specific currency (USD, CAD, GBP, etc.), the due date for payment, and the payment mechanism. For transactions above $5,000, specify use of an escrow service and name the escrow provider.","Escrow.com and Sedo's escrow service are the most widely recognized in domain transactions — using a named escrow provider reduces disputes about fund-release timing.",{"step":358,"title":359,"description":360,"tip":361},4,"Complete the assignor's representations and warranties","Confirm each warranty applies and is accurate: sole ownership, no liens or disputes, no pending UDRP proceedings, no known trademark conflicts, and full authority to transfer. Strike any warranty the assignor cannot honestly make and negotiate alternative language.","Run a USPTO TESS or EUIPO trademark search on the domain keyword before finalizing the warranties — discovering a conflict post-closing is dramatically more expensive than pre-signing diligence.",{"step":363,"title":364,"description":365,"tip":366},5,"Set specific deadlines for the EPP code and transfer initiation","Enter the number of business days after payment (or escrow confirmation) within which the assignor must provide the EPP authorization code, and the number of days within which the assignee must initiate the registrar transfer request.","2 business days for EPP code delivery and 3 business days for transfer initiation are market-standard timelines — tighter windows help prevent stalls without being commercially unreasonable.",{"step":368,"title":369,"description":370,"tip":371},6,"Define the post-closing cooperation period and scope","Set a fixed duration for the post-closing cooperation obligation — 30 to 60 days is typical — and list specific tasks: responding to registrar emails, updating DNS records, and executing corrective documents if the transfer fails.","Include a fallback provision: if the transfer is not confirmed within [15] business days of EPP code delivery, the parties will jointly contact the registrar to resolve the issue.",{"step":373,"title":374,"description":375,"tip":376},7,"Set the governing law and dispute resolution mechanism","Choose a jurisdiction with a meaningful connection to both parties — typically where the assignee is incorporated or where the purchase price will be paid. Decide between arbitration and court litigation based on transaction size and the parties' preferences.","Arbitration is often faster and more confidential than litigation for domain disputes — but make sure your chosen arbitration body (AAA, JAMS, LCIA) has enforceable awards in both parties' home jurisdictions.",{"step":378,"title":379,"description":380,"tip":381},8,"Execute before initiating the registrar transfer","Both parties must sign the agreement before any EPP code is shared or transfer request is initiated. Store the fully executed copy in a secure document repository and share it with your escrow provider if one is being used.","Use a timestamped e-signature platform to create an auditable record of when each party signed — this matters if a dispute arises about which version of the agreement controls.",[383,387,391,395,399,403],{"mistake":384,"why_it_matters":385,"fix":386},"Releasing payment before transfer is confirmed","An assignor who has already received payment has little practical incentive to resolve a stalled transfer — the buyer is left funding a dispute while the domain sits in limbo at the old registrar.","Use an escrow service for any transaction above $2,000 and specify in the agreement that funds are released only after the domain appears in the assignee's registrar account.",{"mistake":388,"why_it_matters":389,"fix":390},"No deadline for EPP code delivery","Without a contractual deadline, the assignor controls the entire transfer timeline — delays of weeks or months are common in unstructured domain transactions, and the buyer has no breach remedy to invoke.","Insert a specific business-day deadline (2–3 days is standard) after which the assignor is in material breach, entitling the assignee to a full refund from escrow.",{"mistake":392,"why_it_matters":393,"fix":394},"Omitting a trademark non-infringement warranty","A domain that incorporates a third-party trademark can expose the assignee to a UDRP proceeding or trademark infringement lawsuit within months of the transfer — at their cost, not the assignor's.","Require the assignor to warrant that the domain does not, to their knowledge after reasonable inquiry, infringe any registered or common-law trademark, and back it with an indemnification clause.",{"mistake":396,"why_it_matters":397,"fix":398},"Using an oral agreement or email chain instead of a written contract","ICANN registrars will process a technical transfer without requiring a written assignment, but the buyer has no legal recourse if the assignor later claims the transfer was unauthorized, the price was different, or additional assets were promised.","Execute a signed written agreement before sharing any EPP code or initiating any transfer request — email chains and verbal understandings are routinely disputed and difficult to enforce.",{"mistake":400,"why_it_matters":401,"fix":402},"Failing to include associated assets (email accounts, social handles, DNS records)","A domain acquired without its associated email accounts, subdomains, or linked social handles may be commercially useless — and there is no implied transfer of these assets in a domain-only agreement.","Attach a Schedule A listing every associated asset being transferred — email hosting, DNS configuration files, subdomains, and linked social profiles — and specify which party is responsible for each transfer step.",{"mistake":404,"why_it_matters":405,"fix":406},"Choosing a governing law with no connection to either party","Some domain sellers default to a neutral jurisdiction they have heard of but have no presence in — enforcing a judgment from a disconnected forum is expensive and sometimes impossible.","Choose the jurisdiction where the assignee is incorporated or where the primary bank account funding the purchase is held — courts in that jurisdiction are far more practical venues for any dispute.",[408,411,414,417,420,423,426,429,432],{"question":409,"answer":410},"What is a domain name assignment agreement?","A domain name assignment agreement is a legally binding contract that transfers ownership of a registered internet domain name from its current owner (the assignor) to a new owner (the assignee) in exchange for agreed consideration. It documents the price, transfer mechanics, warranties about title and trademark status, and each party's obligations before and after the transfer. Without it, a domain transfer is a technical action with no legal record of who agreed to what.\n",{"question":412,"answer":413},"Is a domain name assignment agreement legally required?","ICANN and most registrars do not technically require a written contract to process a domain transfer — the EPP code mechanism alone can move a domain. However, without a written agreement you have no legal recourse if the seller disputes the transaction, retransfers the domain, or misrepresented the domain's trademark status. For any transaction above a nominal amount, a written assignment agreement is essential protection for both parties.\n",{"question":415,"answer":416},"What is the difference between a domain assignment and a domain transfer?","A domain transfer is the technical process of moving a domain from one registrar to another using an EPP authorization code. A domain assignment is the legal transfer of ownership rights from one person or entity to another. The two are related but distinct — an assignment agreement is the legal document that authorizes and governs the technical transfer. You need both: the legal agreement to establish rights, and the technical transfer to update the registrar record.\n",{"question":418,"answer":419},"Should I use an escrow service for a domain purchase?","Yes, for any transaction above $2,000. An escrow service holds the purchase price in trust until the domain transfer is confirmed in the buyer's registrar account, protecting both parties simultaneously — the seller knows funds are committed, and the buyer knows funds are not released until transfer is complete. Escrow.com and Sedo's escrow service are the two most widely used in domain transactions and are recognized by major registrars.\n",{"question":421,"answer":422},"What warranties should the seller provide in a domain assignment?","At minimum, the seller should warrant that they are the sole registered owner of the domain, that it is free of liens and pending disputes (including UDRP proceedings), that the domain does not infringe any third-party trademark to their knowledge after reasonable inquiry, and that they have full legal authority to transfer it. These warranties should be backed by an indemnification clause covering the buyer's costs if any warranty proves false after closing.\n",{"question":424,"answer":425},"What is an EPP authorization code and why does it matter?","An EPP (Extensible Provisioning Protocol) authorization code, sometimes called an auth code or transfer key, is a unique alphanumeric string generated by the domain's current registrar. The receiving registrar requires this code to process an incoming transfer request. Without it, the transfer cannot proceed. The assignment agreement should specify the deadline by which the seller must provide the code and what happens if they fail to deliver it on time.\n",{"question":427,"answer":428},"Does a domain name assignment transfer associated email accounts or websites?","No. A domain assignment transfers only the domain name registration itself. Email accounts, website hosting, DNS configurations, SSL certificates, and associated social media handles are separate assets that require their own transfer steps. The assignment agreement should include a Schedule A listing every associated asset the parties intend to transfer, along with each party's responsibility for completing those transfers.\n",{"question":430,"answer":431},"Can a domain name assignment agreement be challenged after closing?","Yes, in several scenarios. A third-party trademark owner can file a UDRP proceeding to recover a domain that infringes their mark, regardless of how many times it has been assigned. A creditor of the assignor can challenge a transfer made to defraud them. And an assignor who lacked legal authority — such as a director acting without board approval — can potentially unwind the transfer. Proper due diligence and warranty representations significantly reduce but do not eliminate these risks.\n",{"question":433,"answer":434},"How long does a domain transfer typically take after the agreement is signed?","Most gTLD transfers (.com, .net, .org) complete within 5 to 7 calendar days after the assignee initiates the transfer request with the receiving registrar. ICANN requires a 5-day transfer lock on most new registrations and recent transfers. The assignor can waive the 5-day waiting period at their current registrar, which can compress the timeline to 24–48 hours. Country-code TLDs (ccTLDs like .ca, .uk, .de) have their own transfer rules and timelines set by their respective registry operators.\n",[436,440,444,448],{"industry":437,"icon_asset_id":438,"specifics":439},"Technology / SaaS","industry-saas","Domain assignments frequently accompany software acquisitions and rebrands, where the domain is as valuable as the codebase — premium .io and .com domains in SaaS often trade for six to seven figures and require escrow and detailed IP warranty provisions.",{"industry":441,"icon_asset_id":442,"specifics":443},"E-commerce and Retail","industry-ecommerce","Online retailers acquire exact-match domains for SEO value and brand authority; the assignment agreement must address DNS transfer, existing hosting configurations, and SSL certificate continuity to prevent revenue-impacting downtime.",{"industry":445,"icon_asset_id":446,"specifics":447},"Media and Publishing","industry-media","Media properties are often built around a single domain; assignments in this sector routinely include associated subdomains, content licensing carve-outs, and transition-period arrangements where the seller continues operating the site under contract.",{"industry":449,"icon_asset_id":450,"specifics":451},"Financial Services","industry-fintech","Regulated entities acquiring domains must ensure the domain's prior use does not carry reputational or compliance liability; assignments include enhanced WHOIS history diligence and representations about the domain's use in any prior financial promotions.",[453,456,459,462],{"vs":241,"vs_template_id":454,"summary":455},"intellectual-property-assignment-agreement-D13514","An IP assignment agreement transfers a broad portfolio of intellectual property rights — patents, trademarks, copyrights, and trade secrets — in a single document. A domain name assignment is narrower, covering only the registered domain and directly associated goodwill. Use a standalone domain assignment for single-domain transactions; use the broader IP assignment when the domain is one of several IP assets being transferred together.",{"vs":104,"vs_template_id":457,"summary":458},"asset-purchase-agreement-D12685","An asset purchase agreement transfers an entire category of business assets — inventory, equipment, customer lists, contracts, and IP — typically as part of a business acquisition. A domain name assignment is a single-asset transfer document used when the domain is the primary or sole asset changing hands. For a full business or website acquisition, the asset purchase agreement should reference and incorporate the domain assignment.",{"vs":237,"vs_template_id":460,"summary":461},"","A domain name license agreement grants the licensee the right to use a domain for a defined period without transferring ownership — the licensor retains the registration and can reclaim the domain at license expiry. A domain assignment permanently transfers ownership with no reversion right. Use a license when the owner wants to retain long-term control; use an assignment when the goal is a clean, permanent sale.",{"vs":463,"vs_template_id":464,"summary":465},"Letter of Intent (Acquisition)","letter-of-intent-D432","A letter of intent establishes the parties' intent to negotiate a domain or business acquisition and may include exclusivity and confidentiality obligations during due diligence, but it is typically non-binding on the core transaction terms. The domain name assignment agreement is the binding closing document that actually transfers title. An LOI may precede the assignment agreement in higher-value transactions but cannot replace it.",{"use_template":467,"template_plus_review":471,"custom_drafted":475},{"best_for":468,"cost":469,"time":470},"Straightforward single-domain transfers between individuals or small businesses where the purchase price is under $10,000 and no known trademark issues exist","Free","30–45 minutes",{"best_for":472,"cost":473,"time":474},"Domain purchases between $10,000 and $100,000, transactions involving TLDs with country-specific rules, or domains with prior UDRP history","$300–$800 for a 1–2 hour attorney review","1–3 days",{"best_for":476,"cost":477,"time":478},"Premium domain acquisitions above $100,000, domains bundled with trademarks or website content, cross-border transactions, or domains subject to active disputes","$1,500–$5,000+ depending on complexity","1–2 weeks",[480,485,490,495],{"code":481,"name":482,"flag_asset_id":483,"note":484},"us","United States","flag-us","Domain name ownership and transfer disputes in the US are primarily governed by the Anticybersquatting Consumer Protection Act (ACPA), which allows trademark owners to sue for domain names registered in bad faith. Courts apply the Lanham Act to trademark-domain conflicts. State contract law governs the assignment agreement itself, and choice-of-law clauses are generally enforced. Parties should also verify that the domain is not subject to an in rem ACPA action, which attaches to the domain itself regardless of the owner's location.",{"code":486,"name":487,"flag_asset_id":488,"note":489},"ca","Canada","flag-ca","CIRA (Canadian Internet Registration Authority) administers .ca domains and has its own Domain Name Dispute Resolution Policy (CDRP), which differs from ICANN's UDRP. Transfers of .ca domains require both parties to meet CIRA's Canadian Presence Requirements — not all foreign entities qualify as .ca registrants. Quebec-based parties should ensure the agreement is available in French if required under the Charter of the French Language.",{"code":491,"name":492,"flag_asset_id":493,"note":494},"uk","United Kingdom","flag-uk","Nominet administers .uk and .co.uk domains and operates its own Dispute Resolution Service (DRS) for trademark-domain conflicts. Domain transfers under Nominet require the assignor to initiate a registrant change request through their registrar. Post-Brexit, .eu domains are no longer available to UK residents, making .co.uk and .uk transfers particularly common for rebrands. The agreement should comply with the Consumer Rights Act 2015 if either party is a consumer.",{"code":496,"name":497,"flag_asset_id":498,"note":499},"eu","European Union","flag-eu","EURid administers .eu domains and restricts registration and transfer to EU residents, EU-incorporated entities, or entities with a registered office in the EU — transfers to non-EU parties are not permitted. GDPR significantly restricts what WHOIS data registrars may publish, making ownership verification more complex; parties should request a registrar certificate to confirm registered ownership before signing. Some member states impose additional requirements for domain-related IP transactions under local trademark law.",[242,248,501,502,245,503,504,505,506,507,508,252],"letter-of-intent_acquisition-of-business-D5197","non-disclosure-agreement-nda-D12692","trademark-assignment-short-form-D972","website-design-agreement-D821","it-service-agreement-D13422","software-license-agreement-D12928","bill-of-sale-D1229","escrow-agreement-D1173",{"emit_how_to":194,"emit_defined_term":194},{"primary_folder":96,"secondary_folder":511,"document_type":512,"industry":513,"business_stage":514,"tags":515,"confidence":521},"intellectual-property-and-licensing","agreement","general","all-stages",[516,517,518,519,520],"intellectual-property","contract","domain-name-assignment","transfer-agreement","registrar-transfer",0.95,"\u003Ch2>What is a Domain Name Assignment Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Domain Name Assignment Agreement\u003C/strong> is a legally binding contract that permanently transfers ownership of a registered internet domain name from its current owner (the assignor) to a new owner (the assignee) in exchange for agreed consideration. Unlike a registrar-level technical transfer — which simply moves a domain between accounts using an EPP authorization code — the assignment agreement creates a written legal record of who sold what, for how much, and under what warranties. It covers the purchase price, representations about clear title and trademark status, the specific technical steps each party must complete, and the consequences if either party fails to perform. Because domain names can carry significant brand equity, SEO authority, and trademark risk, documenting the transfer in a binding contract protects both the buyer's investment and the seller's payment.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>A domain transfer without a written assignment agreement is a technical action with no legal backbone. Without it, you have no enforceable recourse if the seller retransfers the domain, disputes the agreed price, or misrepresented that the domain was free of trademark conflicts — a problem that can surface months later in the form of a UDRP proceeding that the buyer must defend at their own cost. On the seller's side, an undocumented transfer leaves them unable to prove they authorized the transaction if the buyer later claims the domain was taken without consent. For transactions involving premium domains, bundled assets like email accounts or DNS records, or parties in different countries, the absence of a contract means disputes are resolved by registrar policies and ICANN procedures rather than the terms you actually negotiated. This template gives both parties a clear, enforceable record of the transaction — structured around market-standard domain transfer mechanics and backed by the representations and indemnification provisions that make that record worth having.\u003C/p>\n",1781186033544]