Fill and Sign the Assignment Domain Name Form

Assignment of Domain Name along with an Asset Purchase Agreement This Assignment is made this the _________________ (date) , by ____________________________ (Name of Assignor) , a corporation organized and existing under the laws of the state of ________________, with its principal office located at _____________________________________________________________ ___________ (street address, city, state, zip code) , referred to herein as Assignor, to __________________ (Name of Assignee) , a corporation organized and existing under the laws of the state of __________________, with its principal office located at ______________________________________________________________________ (street address, city, state, zip code) , referred to herein as Assignee . Whereas, Assignors and Assignee are entering into an Asset Purchase and Sale Agreement (the Purchase Agreement ) contemporaneously with the execution of this Assignment; and Whereas, Assignor owns the domain name: (describe domain name) _______ __________________________________________________, t he Domain Name ; and Whereas, among the assets to be transferred by Assignor to Assignee under the Purchase Agreement is the Domain Name; and Whereas, Assignor warrants that it owns all rights, title and interest in the Domain Name and Assignor desires to assign all rights, title, and interests in and to the Domain Name to Assignee (All Rights in the Domain Name) ; and Whereas, Assignee desire to accept Assignment of All Rights in the Domain Name; Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Assignor does now sell, assign, set over and transfer to Assignee All Rights in the Domain Name. The right of Assignee to the end of the term of which registration of the Domain Name may be granted or renewed is to be held and enjoyed by Assignee for Assignee's own use and enjoyment, and for the use and enjoyment of its successors, assigns and other legal representatives, as fully and entirely as the same would have been held and enjoyed by Assignor if this Assignment and sale had not been made, including all claims for royalties for licensing of the Domain Name and damages by reason of past infringements of the Domain Name, with the right to sue for and collect the same for its own use and benefit, and for the use, benefit and on behalf of its successors, assigns and other legal representatives; and further including all rights to use, modify and exploit All Rights in the Domain Name, the right to exclude others from using All Rights in the Domain Name, and the right to license, assign, convey and pledge All Rights in the Domain Name. 2. At the expense of Assignee, Assignors shall: A. Execute such additional documents as are necessary to transfer, defend, register, or otherwise give full effect to and perfect the rights of Assignee in the Domain Name; and B. Take such further actions as Assignee may request in order to transfer the Domain Name to Assignee at the appropriate registries. 3. This Assignment shall be binding upon the successors and assigns of Assignors and Assignee, and may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. 4. The invalidity of any portion of this Assignment will not and shall not be deemed to affect the validity of any other provision. If any provision of this Assignment is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 5. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 6. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of ______________. 7. Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. 8. In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees. 9. This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 10. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. WITNESS our signatures as of the day and date first above stated. __________________________ ___________________________ (Name of Assignor) (Name of Assignee) By:____________________________ By: _______________________________ _________________________ __________________________ (P rinted name & Office in Corporation) (P rinted name & Office in Corporation _________________________ _________________________ (Signature of Officer) (Signature of Officer) (Acknowledgment form may vary by state)