DOMAIN/WEBSITE SALE AGREEMENT

This domain and website sale agreement (“Agreement”) is entered into on this date below by and between  ___________________________, (“Seller”) and ___________________________, (“Buyer”).  Seller hereby sells, transfers and conveys to Buyer all rights and interests to the ___________________________, domain name (“Domain”), ___________________________, website, (“Website”) and related property.

1.	SALE OF THE DOMAIN, WEBSITE AND ASSETS:
(a)	Seller hereby agrees to: sell the Domain, Website, and all related property and intellectual property including data, computer files and images, the email list, forms, marketing materials, the brand, and any active or pending trademarks (collectively “the Assets”) to the Buyer, and the Buyer agrees to buy the Assets.
(b)	Possession of and title to, the Assets, shall pass from the Seller to the Buyer in full at Closing (as defined below).

2.	PAYMENT OF THE PURCHASE PRICE: Buyer shall pay  US $______________________ via __________________________ to the Seller by the Closing Date of ___________________________ as payment in full.  Parties will split any Escrow fees.

3.	OWNERSHIP TRANSFER OF THE ASSETS
(a)	The legal and beneficial ownership of the Assets shall pass from the Seller to the Buyer at Closing, free from any and all debt, pledge, lien, hypothecation, title retention, conditional sales agreement, hire purchase agreement, option, ownership of all or a portion of the Assets by a third party, security interest, or any other encumbrance whatsoever (“Encumbrances”).
(b)	If for any reason title to any of the Assets is not effectively vested in the Buyer at Closing, the Seller acknowledges that it will account for and transmit to the Buyer any monies or benefits it receives in relation to the Assets until title is effectively vested in the Buyer.
(c)	If the consent of a third party is required for the transfer of another person or company (“Third Party Consent”) Seller and the Buyer must use their reasonable endeavors to obtain that  consent by or as soon as reasonably practicable before Closing; and if such consent cannot be obtained, then the Seller must terminate the third party agreement and assist the Buyer to enter into a new agreement with the third party (or similar party).
(d)	The Seller warrants that prior to supplying the Assets to the Buyer, the Seller has disclosed to the Buyer any intellectual property rights in the Assets which may be held by a third party and provided its best efforts to transfer such rights that Seller has to Buyer.

4.	REPRESENTATIONS, WARRANTIES & INDEMNIFICATION:  The Seller represents and warrants to Buyer that:
(a)	The Assets shall be delivered to Buyer completely free of any and all Encumbrances.  It acknowledges that Buyer will not assume any liabilities in relation to the Assets or operating the business up through the date of Closing;
(b)	It is the sole owner of the Assets and has the right to transfer the Assets to the Buyer, free from all Encumbrances, and as a result of this Agreement and at Closing, the Buyer will receive full title to the Assets free from all Encumbrances;
(c)	Seller shall have paid any taxes due relating to the Assets as of the Closing Date;
(d)	The transfer of the Assets from the Seller to the Buyer will not cause the Buyer to breach any law; 
(e)	Seller shall never compete against Buyer by operating, investing in, or owning all or a portion of any website like the Website that provides forms;
(f)	The Seller indemnifies the Buyer against any loss or expense, which the Buyer suffers or incurs as a  result of a breach of a warranty contained in Section 4.
(g)	The indemnification shall expire 12 months after the Closing Date and shall be limited to the Purchase Price amount, except those relating to Sections 4(a)(b)(c)(d), which shall survive indefinitely without limit.

5.	NOTICE, GOVERNING LAW AND VENUE
(a)	Notices under this agreement shall be delivered by email to the email addresses listed below.
(b)	If any provision of this Agreement is judged invalid or unenforceable for any reason by a court of competent jurisdiction, such invalidity or unenforceability will not affect the operation or interpretation of any other provision of this Agreement.
(c)	This agreement is governed by, and construed in accordance with, the laws of the State of ____________________ (in the event that Buyer or Seller makes a case against one another).
(d)	This Agreement constitutes the entire agreement between the parties.  This Agreement shall not be assigned without written consent of the other party.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors.

6.	CLOSING
a.	Seller Obligations until the date of closing: 
i.	Operates the Website in a normal manner consistent with past practice and does not make any material changes to the Assets;
ii.	Does not enter into any transaction with a third party related to the Assets without written consent of Buyer;
iii.	Provides to Buyer by Closing actual possession of the Assets (including any passwords or other authorities needed to access any of the Assets held or hosted by a third party); 
iv.	Provides the duly executed instruments of transfer, assignment, notices of transfer or assignment and other documents in a form and substance satisfactory to the Buyer (and any required registration, filings or approvals in respect thereof) as the Buyer may reasonably require to complete the transfer, assignment and conveyance of the Assets (free from Encumbrances);
v.	Shall execute this Agreement and deliver a scanned copy to Buyer.  Such scanned copy shall be considered original and binding.
b.	Buyer's Obligations : The Buyer shall pay to Seller the Purchase Price in accordance with Section 2  but only if the Seller fully satisfies the conditions set forth in herein and properly executes and delivers this Agreement to Seller by email.  Such scanned copy shall be considered original and binding.

AGREED AND ACCEPTED:

BUYER

X                                      	Date: __________

                                       Print Name
	SELLER

X                                      	Date: __________

                                       Print Name