Business Domain Template

Business Domain Agreement

This Business Domain Agreement (the "Agreement") is entered into as of by and between:

Party A (Transferor / Seller): , Address:

Party B (Assignee / Buyer): , Address:

Recitals

WHEREAS, Transferor is the lawful registrant and beneficial owner of the internet domain name identified as and associated assets, including website content, accounts, and credentials described herein; and

WHEREAS, Assignee desires to acquire and Transferor desires to transfer such domain name and related assets on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth the scope of transfer, payment, warranties, and responsibilities of each party.

Scope of Work

The scope includes, without limitation, transfer of registry ownership, provision of transfer authorization codes (EPP/Auth codes) where applicable, delivery of administrative and registrar account credentials, migration of hosted content where agreed, and documentation of DNS and hosting configurations. Transferor shall cooperate in good faith and provide all reasonably necessary information and authorizations to effect the transfer within the schedule set forth below.

Payment Terms

Unless otherwise specified in the Payment Schedule, all amounts are payable in United States dollars. If any undisputed payment is not received when due, interest will accrue at the rate specified in the Late Payment Fee section and the receiving party may suspend performance pending payment after providing written notice.

Term and Termination

Term Commencement Date:     Term Expiration Date:

Either party may terminate this Agreement for material breach by the other party that remains uncured for the notice period set forth above following written notice specifying the breach. Termination shall not relieve either party of payment obligations accrued prior to termination. Upon termination or expiration, Transferor shall promptly effect any remaining transfers and deliver any outstanding materials required to complete the transfer.

Confidentiality

Each party shall keep confidential and not disclose to any third party Confidential Information of the other party. "Confidential Information" includes, but is not limited to, account credentials, transfer authorization codes, technical configuration details, pricing, and non-public business information disclosed in connection with the transfer. Confidentiality obligations shall survive termination of this Agreement for a period of years.

Representations, Warranties and Covenants

Transferor represents and warrants that: (a) Transferor is the sole lawful registrant and has full right and authority to transfer the domain and related assets; (b) there are no liens, encumbrances, or pending disputes affecting the domain; and (c) the execution and performance of this Agreement does not violate any contractual obligation or law. Assignee represents and warrants that it has full authority to enter into this Agreement and perform payment obligations.

Each party covenants to execute and deliver any further instruments and take any further actions reasonably necessary to effectuate the transfer of the domain and associated assets as contemplated by this Agreement.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of its breach of this Agreement, its gross negligence, or its willful misconduct.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for resolution of disputes arising out of or relating to this Agreement.

Entire Agreement

This Agreement, together with any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral. No modification of this Agreement will be effective unless in writing and signed by both parties.

Additional Provisions

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