WEBSITE PURCHASE AGREEMENT
This Agreement (the "Agreement") is made as of ___________________("Effective Date") by and between _FIRST NAME LAST NAME___(the "Purchaser"), and Harter Marketing (the "Seller").
WHEREAS, Seller has and owns certain rights to a Domain Name, certain property rights associated with such Domain Name and is engaged in the running of a Website using this Domain Name
WHEREAS, Seller desires to sell to the Purchaser and Purchaser desires to purchase from the Seller the entire rights, titles and interest in such Property upon the Terms and subject to the Conditions set forth in this Agreement
THEREFORE, in consideration of the mutual agreements and covenants set forth here, it is agreed between the parties as follows:
1. Sale of Domain Name and Related Property: Seller agrees to sell, assign, transfer and convey to Purchaser, and Purchaser agrees to purchase and accept from Seller all of his entire right, title and interest in and to the Domain Name _____________ (hereinafter the "Domain Name") and the associated Website_______________________ (hereinafter the Website); all associated trademarks, trade names, service marks and trademark rights; copyrights to designs, graphics, content, programming, database, email lists, forms, internal search engines and advertisements on or of this Website wherever they exist; and all internet traffic to the Domain Name (collectively referred hereto as the "Property").
2.1 Seller's Warranties and Duties: Seller hereby represents and warrants that, to the best of his knowledge, Seller is the sole lawful owner of, has good and marketable title to the Property free and clear of any and all liens and encumbrances, and that Seller has full legal right, power and authority to sell, assign and transfer the Property. Seller also warrants that Seller does not currently know of and has no reason to know of any third party claim to any right, title, or use of the Property. Seller will not execute any agreement in conflict with this Agreement.
2.2 No approval or authorization of, notification, filing or registration with any government authority is required in connection with the execution and delivery of this Agreement by the Seller. No consent or authorization of any person is required in connection with the execution of this Agreement or the transfer of the Property to the Buyer.
2.3 Seller has not made any sale, pledge or other transfer of, and has not granted any rights or options to purchase or acquire all or any part of the Property, to any party other than the Buyer.
2.4 Seller has duly and timely filled all returns for taxes required to be filed by him or for which he may be held responsible under applicable law, and has paid all taxes due and payable by him in relation to the Property. There is no dispute or claim concerning any taxes payable by the Seller that the Seller is aware of, and no tax of the Seller is currently under audit or examination by any governmental authority.
2.5 Seller is not party to engaged in any legal action, suit, investigation or other proceeding by or before any court, arbitrator or administrative agency and has no knowledge of any such threatened action in relation to the Property. Seller is not party to any collective bargaining agreement or other agreement for which the Purchases will become liable as a result of the transactions contemplated by this Agreement.
3.1 Purchaser warrants that he has full power and authority to execute and deliver this Agreement and the instruments of transfer and other documents delivered or to be delivered pursuant hereto, and to consummate the transactions contemplated under this Agreement.
3.2 No approval or authorization of, filing or registration with, or notification to any governmental authority is required in connection with the execution and delivery of this Agreement by the Purchases.
4.1 Each party to this Agreement shall take all reasonable precautions to maintain the confidentiality of the negotiation or existence of this Agreement, the identity of the parties to this Agreement and any non-public information concerning the other parties or their affiliates, advisors or partners provided to or discovered. Each party to this Agreement shall not disclose any such information acquired, however acquired, to anyone other than those professional advisors directly involved in the investigation, negotiation and execution of the transactions contemplated by this Agreement except where directed by a court or appropriate law enforcement authority.
4.2 The parties agree and acknowledge that remedies at law for any breach of its obligations under 4.1 are inadequate and that in addition thereto the other party shall be entitled to seek equitable relief, including injunction and specific performance.
4.3 Each party, in entering this Agreement, acts as an independent contractor and nothing herein shall be construed to create a partnership or joint venture between the parties or to constitute agency of any sort. Neither party shall have the authority to bind the other.
5.1 The Seller shall defend, indemnify and hold Purchaser, its officers, employees and advisors harmless from and against all claims, damages, losses, liabilities, costs and expenses arising out of or resulting from any breach or representation made by the Seller, failure by the Seller to carry out or perform any of his obligations or undertakings under this Agreement, and any infringement of Purchaser’s rights arising out of Seller’s use of intellectual property prior to closing.
5.2 The Purchaser shall defend, indemnify and hold Seller, its officers, employees and advisors harmless from and against all losses arising from any breach or warranties made by Purchaser in or pursuant to this Agreement, failure by Purchaser to carry out or perform any of its obligations or undertaking under this Agreement, and any claims asserted by third parties against the Seller relating to actions or operations by the Purchaser in the running of the Property and taken after transfer of the Property.
5.3 The indemnified party shall promptly notify the indemnifying party in writing of any claim, demand, action or proceeding for which indemnification will be sought under Section 6.1 or 6.2.
6.1 Seller and Purchaser may by mutual written agreement extend the time for the performance of any of the obligations or undertakings under this Agreement.
6.2 Any waiver of any condition shall not be construed as a waiver of any other condition nor a waiver of a subsequent breach of the same condition. The failure of any party to assert any of its rights hereunder shall not constitute a waiver of any rights.
6.3 No amendment of any term or condition under this Agreement shall be valid unless it is agreed in writing by both Purchaser and Seller.
6.4 This Agreement shall not be assigned by either party without the prior written consent of the other party.
6.5 There are no conditions to the effectiveness of this Agreement. This Agreement contains the entire Agreement and understanding of the parties hereto, and supersedes any prior agreements or understandings between or among the parties hereto, with respect to the subject matter hereof.
6.6 This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, assigns, administrators, executors and other legal representatives.
7. Consideration: As consideration for the sale of the Property and Seller's warranties, Purchaser promises to pay Seller the amount of _____________ ($0000.00) (the Purchase Price) to be remitted directly to Purchaser as follows:
_________________________ ($0000.00) immediately upon execution of the agreement. The balance of consideration shall be paid in equal monthly installments of _____________ ($000.00) due and payable on the first day of each month for the next twelve consecutive months following execution and delivery of this agreement. Upon the deposit and receipt of the twelfth monthly payment Full Payment will be deemed received.
8.1 Immediately upon delivery of Full Payment, Seller will continue to take any and all actions that are necessary or desirable to protect the Purchaser's title to the Property, including but not limited to, authorizing the change of registered ownership of the Domain with the authorized entity or registrar/registry.
8.2 Within _____ days of Seller’s receipt of the full agreed Purchase Price (the Payment), the Seller undertakes to transfer the Domain Name to the Purchaser’s preferred registrar and to promptly attend to and satisfactorily complete all requests made by the losing and the gaining registrars and their agents relating to the transfer of the aforesaid Domain Name.
8.3 Within ____ days of the Payment, the Seller undertakes to transfer to the Buyer all documents, files, programs, designs, artwork, templates, folders, databases, search engines or other material, logins and passwords, guides and tutorials required for the running of the Websites.
8.4 Subject to the Purchaser meeting all conditions under Section 8, the Seller warrants to keep live the hosting account of the Websites and maintain the Websites in full working order on that hosting account for a period of 30 days or until the Purchaser notifies the Seller he can terminate the account, whichever is earlier.
9 This Agreement, and the rights of the parties hereto, shall be governed by, construed and enforced in accordance with the laws of the State of New York.
10 This Agreement may be executed in one or more counterparts, each of which will be deemed an original but all of which together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
Harter Marketing By: FIRST NAME LAST NAME