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Domain Name Purchase Agreement

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Domain Name Purchase Agreement

Domain Name Purchase Agreement made on the (date), between

, a corporation organized and existing under the laws of

the state of , with its principal office located at

, referred to herein as Buyer, and

, a corporation organized and existing under the laws of the state of

with its principal office located at

, referred to herein as Seller.

Seller agrees to sell to Buyer and Buyer agrees to purchase all rights, title and interest that Seller possesses in the Domain Name ()

Seller is the current registrant or Agent of this Domain Name through an ICANN (The Internet Corporation for Assigned Name & Numbers).

1. Buyer will pay seller the sum of $ as the total purchase price for the aforementioned Domain Name. A Non-refundable wire-transfer deposit equal to twenty percent (20%) shall be required within 2 business days with the remaining balance due within 5 days of the deposit date or this contract becomes null and void.

2. All payments shall be made by wire transfer to the Sellers designated bank account and be in US dollars.

3. Buyer will also be responsible for registration fees and other expenses in connection with the transfer with this name. Buyer and Seller agree to cooperate with the timely transfer of the name.

4. Buyer understands that all Domain Names registered through an ICANN (The Internet Corporation for Assigned Name & Numbers) registrar are subject to the UDRP (Uniform Dispute Resolution Policy) and the Buyer is familiar with this and has read, understands and agrees to abide with this policy.

5. Seller represents and warrants that it is duly authorized to execute and enter into this Agreement.

6. Buyer represents and warrants that it is duly authorized to execute and enter into this Agreement.

7. Both Buyer and Seller agree not to make any fraudulent or false statements or misrepresentations regarding this Agreement.

8. Seller has not granted any third party any right or option to use or buy this domain.

9. Seller has not applied for or filed for trademark registration (domestic or foreign) for this Domain Name.

10. The only asset transferred in this Agreement is the Sellers interest in the Domain Name as a Domain Name on the Internet.

11. Seller assumes no liability or risk of loss with this name and Buyer is buying the name as-is and Buyer has all the burden of due diligence.

12. Buyer agrees to hold Seller harmless and assumes all risks and liability as a result of any claims of infringement, third party claim to said name or any other claims associated with the transfer and ownership of the name.

13. Buyer expressly agrees that it is purchasing the Domain Name at its sole risk. Seller expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, any implied warranty of merchantability, or fitness for any particular purpose. Seller does not make any warranty that the Domain Name will meet Buyer's requirements, or that Buyer will be able to attain any specific results or value associated with the Domain Name or use thereof.

14. Buyer agrees to transfer the Domain Name and choose a new registrar within 30 days of this purchase contract and to hold seller harmless regarding renewals.

15. Severability
The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement 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.

16. No Waiver
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.

17. Governing Law
This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of

18. Notices
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.

19. Attorney's Fees
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.

20. Mandatory Arbitration
Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

21. Entire Agreement
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.

22. Modification of Agreement
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.

23. Assignment of Rights
The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

24. In this Agreement, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine.

WITNESS our signatures as of the day and date first above stated.

By:

By:

Enter text

What a Domain Name Purchase Agreement Covers

The Domain Name Purchase Agreement is a legally binding contract that records the transfer of ownership and related rights in an internet domain between a seller and a buyer. It defines the parties, the domain name, purchase price, payment terms, representations and warranties, assignment of registry records, escrow or transfer procedures, and allocated liabilities. The agreement often includes transition assistance, dispute resolution, governing law, and confidentiality terms. For complex transfers, it coordinates registrar authorization, WHOIS updates, and any intellectual property considerations to ensure a clean ownership record and enforceable rights.

Why a Written Agreement Matters for Domain Transfers

A Domain Name Purchase Agreement clarifies transfer obligations, protects both parties against undisclosed encumbrances, sets payment and escrow mechanics, and provides legal remedies for breach. It reduces risk in domain acquisitions by documenting representations, indemnities, and post-transfer support obligations in enforceable terms.

Why a Written Agreement Matters for Domain Transfers

Typical Parties and Stakeholders

Buyers, sellers, domain brokers, and legal counsel use this agreement to document transfers, escrow terms, and liability allocation.

  • Buyers: startups or enterprises acquiring brand domains to secure intellectual property and online presence.
  • Sellers: individuals or brokers selling expired, premium, or aftermarket domains via escrow.
  • Escrow agents and registrars: coordinate transfer steps, authorization codes, and WHOIS updates.

Practical Steps to Complete the Agreement

Follow these steps to prepare, negotiate, and complete a domain purchase with legal and technical certainty.

  • 01
    Identify Domain: Confirm the exact domain string and current registrar.
  • 02
    Confirm Ownership: Obtain proof of control and registration details from the seller.
  • 03
    Set Terms: Agree price, escrow, and transfer timeline in writing.
  • 04
    Execute Transfer: Use escrow, push domain, and update WHOIS entries.

Essential Sections to Include

Core sections define parties, payment, representations, transfer mechanics, post-closing cooperation, and dispute resolution to create a clear and enforceable domain acquisition record.

Parties

Identify buyer and seller using full legal names, business entities, and contact information; include authorized signatory details to ensure the signers have authority to bind their organizations.

Purchase Price

State the exact purchase amount, currency, payment schedule, escrow instructions, conditions for release, and remedies for nonpayment, including any pro rata refunds or taxes.

Representations

Seller warrants ownership and authority to transfer the domain, absence of litigation or liens, and that WHOIS and registrar records will be updated upon transfer.

Transfer Mechanics

Specify registrar lock removal, auth code delivery, escrow provider details, timeline for pushing the domain, and who bears transfer or renewal fees, plus any DNS propagation responsibilities.

Post-Closing

Detail post-sale cooperation, transition support, IP assignment, WHOIS accuracy obligations, and remedies for undisclosed claims, including indemnification procedures and timelines for resolving disputes.

Governing Law

Name the governing state law, venue for disputes, whether arbitration is required, and the applicable statute of limitations and fee-shifting provisions.

Security and Compliance Highlights

Encryption: TLS 1.2/1.3 in transit, AES-256 at rest
Certifications: SOC 2 Type II, ISO 27001, PCI DSS
HIPAA: Compliant; BAA required for PHI
eSignature Law: ESIGN and UETA compliance
Audit Trail: Timestamps, IP addresses, and action logs
Accessibility: WCAG 2.0 Level AA support

Common Risks and Potential Consequences

Nonpayment: Buyer may forfeit deposit
Incorrect Transfer: Registrar rejection delays closing
Trademark Claims: Risk of UDRP or litigation
Escrow Failure: Funds or domain not delivered
Tax Implications: Capital gains or taxable income
Misrepresentation: Indemnity and damages exposure

Frequent Preparation Mistakes to Avoid

  • Failing to verify seller ownership or administrative access often causes transfers to fail and increases litigation risk if representations prove false.
  • Using informal payment methods without escrow exposes buyers to fraud and makes recovery of funds difficult if the domain is not transferred.
  • Neglecting to update WHOIS or transfer registrar settings can create delays and violate buyer warranties after closing.
  • Omitting clear IP assignment or trademark representations can lead to disputes over brand rights following the transfer.

Where to Send Documents and Who Does What

Typical transfer flow shows who submits documents to escrow and registrars, how auth codes are delivered, and what post-closing updates occur.

  • Escrow Agent: Receives funds and holds until successful transfer
  • Seller: Delivers auth code and instructs registrar
  • Buyer: Confirms transfer and releases payment from escrow
  • Registrar: Processes transfer and updates WHOIS records

How to Configure an Online Signing Workflow

Configure a digital workflow to collect signatures, route for approval, and integrate with registrar or escrow details.

Field Configuration
Signer Authentication Email or SMS code; KBA optional
Signature Fields Place signature, date, and initial fields
Escrow Instructions Attach escrow agreement and contact details
Registrar Info Include current registrar and auth code field

Technical Requirements for eSubmission and Integration

For eSubmission, choose platforms that support PDF, DOCX, and integration with escrow or registrar APIs.

  • Formats: PDF, DOCX, HTML supported
  • Integrations: Salesforce, NetSuite, Google Workspace
  • Authentication: Email, SMS, or advanced methods

Timelines and Typical Processing Expectations

Key deadlines and processing expectations during a domain transfer include escrow release timing, registrar propagation, renewal windows, and dispute periods.

Escrow Release Window:

Typically 24–72 hours after registrar confirms transfer

Registrar Transfer Period:

Usually completes within 5–7 days

WHOIS Update Time:

Public WHOIS may update within 24–48 hours

Renewal Date Impact:

Buyer should check renewal date to avoid lapse

Dispute Window:

UDRP or litigation timelines may extend months

Key Milestones from Agreement to Close

Sequential milestones trace negotiation, escrow setup, transfer execution, and post-closing obligations to help teams track progress and responsibilities.

01

Negotiation & Agreement

Agree terms, price, escrow, and representations

02

Escrow Funding

Buyer deposits funds; escrow confirms receipt

03

Domain Transfer

Seller provides auth code; registrar processes transfer

04

Confirmation & Close

Registrar updates WHOIS; escrow releases payment

Comparing eSignature Vendor Pricing and Capabilities

Compare typical starting prices and core features across leading eSignature vendors relevant to executing a Domain Name Purchase Agreement, focusing on pricing, bulk send, audit trails, and HIPAA availability.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial, no credit card required No No Yes, limited Yes, limited
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Representative Use Cases

These scenarios illustrate how a Domain Name Purchase Agreement reduces ambiguity and preserves value in common transactions.

Startup Acquisition

A tech startup buys a misspelled domain to protect brand identity and traffic

  • The buyer funds escrow and requires seller representations about ownership
  • After transfer, the agreement requires WHOIS updates and a thirty-day transition support period to avoid service interruption and ensure continuity for customers.

Brand Recovery

An established brand recovers an aftermarket domain from a broker to prevent customer diversion

  • Broker provides auth code and warranty of unencumbered title
  • The agreement mandates escrow release on registrar confirmation, indemnities for trademark claims, and assignment of related social media handles if included.

Frequently Asked Questions and Practical Answers

Answers to common questions about enforceability, eSigning, escrow, notarization, and post-closing steps for Domain Name Purchase Agreements.


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