Does this domain agreement include an undertaking concerning the seller owning trade marks similar to the domain name?
Yes, an optional warranty is included, whereby the seller warrants and undertakes to the buyer that it "does not own and has not applied for directly or indirectly, any registered trade mark in any jurisdiction that is identical or confusingly similar to the domain name".
How can I guarantee that the buyer will pay the purchase price after the transfer of the domain name has been completed?
If the seller cannot get the money up-front, then it can be paid to a trusted third party, and held by that third party until the completion of the transfer, at which point it is paid to the seller. The funds are said to be held "in escrow" and businesses that provide this service are called escrow agents. You do not necessarily need to use an escrow business: for example funds may be held by a trusted solicitor or other professional.
What seller warranties are included in the pro-seller variant?
The seller warrants to the buyer that the seller has the legal right to enter into the agreement and perform its obligations under the agreement. No warranties are included relating to the status of the domain name itself.
Can this agreement be used in relation to the sale of a website rather than just a domain name?
No: there's lots more to a website than just the domain name. For example, the sale of a website might include the sale of the copyright in the website, the transfer of licences to use website software, the assignment of contractual rights and obligations, and so on. None of these matters are covered in this - or any of our other - domain name sale agreements.
What warranties are included in the pro-buyer document?
The easiest way to answer this is to quote from the agreement. In the agreement, the seller warrants to the buyer:
"(a) that it has the legal right and authority to enter into and perform its obligations under this Agreement;
(b) the Seller has not used the Domain Name in any way which has infringed any third party's Intellectual Property Rights or other legal rights, breached any contractual undertaking binding upon the Seller, or infringed any applicable laws or regulations, or given rise to a cause of action against the Seller under any applicable law;
(c) the execution of this Agreement and the completion of the transaction contemplated in this Agreement will not infringe any third party's Intellectual Property Rights or other legal rights, will not breach any contractual undertaking binding upon the Seller, will not infringe any applicable laws or regulations, and will not give rise to a cause of action against the Buyer or the Seller under any applicable law;
(d) that it has not given any false or misleading information to the Buyer during the negotiations for the sale of the Domain Name;
(e) that it is the sole owner of all right, title and interest in the Domain Name;
(f) that it does not own and has not applied for, and will not in future apply for, directly or indirectly, any registered trade mark in any jurisdiction that is identical or confusingly similar to the Domain Name;
(g) that it has not done or omitted to do, and will not do or omit to do, any act or thing which will or may lead to the invalidity or revocation of any Domain Name;
(h) that no amounts are owing to any person in relation to the registration of the Domain Name; and
(i) that there are, at the date of this Agreement, no subsisting licences of any rights in the Domain Name, and no subsisting agreements for the licensing of any rights in the Domain Name."
Ask a question