Domain Name Purchase-Sale Agreement

54 Responses to “Domain Name Purchase-Sale Agreement”

1. Greg Vorland says:

   November 3, 2017 at 9:17 AM

   wow Michael,

   thanks so much for this. I am just buying a domain and really needed this, as well as using Escrow who I see have just released an open API. Maybe a white-label option for Domainsherpa? :)

   Reply
2. Marissa says:

   September 14, 2016 at 1:35 PM

   Do you have a Co Brokerage agreement and/or know where I can find a template?

   Thank you!
   Marissa

   Reply
   1. Michael Cyger says:

      September 14, 2016 at 1:42 PM

      Hi Marissa,

      We do not provide that template.

      You’ll need to contact a domain name attorney to have one drafted (here’s a list: https://domainsherpa.com/domain-name-attorneys/), or ask if the broker you plan to work with has used one in the past.

      Best of luck,
      Michael

      Reply
3. John says:

   July 31, 2016 at 11:27 PM

   What exactly would a sample Nondisclosure clause look like in an agreement template like that? Also a nondisparagement clause which Elliot Silver has advocated before. Are there any good samples of these specifically for the domain industry?

   Reply
   1. Michael Cyger says:

      August 1, 2016 at 6:08 AM

      Hi John,

      Good questions. We don’t have examples of those.

      I recommend investors who sell domains not to include a NDA paragraph so you can talk about the domain name sale. Doing so provides more data to the industry, which supports more domain sales.

      I’ve personally never had reason for a non-disparagement clause. If I ever have reason to include one and have it drafted by an attorney, I’ll provide my sample.

      Best,
      Michael

      Reply
      1. Eric Borgos says:

         August 1, 2016 at 6:17 AM

         Just Google:
         non-disparagement clause example

         Reply
         1. John says:

            August 1, 2016 at 9:44 AM

            Thanks for your replies. I’m actually not concerned about the nondisparagement part now either. In fact, in some cases it may even help, as in no publicity is bad publicity, etc. But probably 99% of the time there’s simply no desire to grouse about a seller anyway.

            However, I am still concerned about the NDA clause. Not long ago in fact I was negotiating with someone who wanted to buy a rather excellent domain for the particular lucrative industry from me. I had managed to buy it for what I considered to be a gigantic discount after having tried to buy it myself starting some years before. As far as I was concerned, I had gotten it for less than pennies on the dollar, almost like winning a lottery. What I was not aware of, however, was that somehow the sale had been reported to DNJ and had appeared in the weekly listings, even though it had just between a private deal using escrow.com. During the negotiation the potential buyer was able to point to that, and it was quite an unwelcome surprise.

            I still made it clear that it doesn’t matter if someone (i.e., me) was able to buy a $20 million Beverly Hills mansion for only $50, or some variant of that analogy, it was still worth $20 million. That principle is certainly true, but nonetheless the revelation put a huge unwanted and unwelcome damper on everything, and I don’t want that to happen again. This time it’s the other way around. I’m willing to sell one off at what I consider to be a low price, but that doesn’t mean I want everyone being able to point to a record of what I sold it for later when the subject matter industry picks up and people come calling for other similar domains. Perhaps I shouldn’t be too concerned because you can say “well that was then and this is now, and things have clearly gotten much hotter now,” but I’d rather not even be in the position to having to be making such arguments even if they are completely sound and hold water.

            And I have done the same thing in terms of publicizing. One time I reported my own sale to DNJ myself because I felt there was a strategic interest in doing so. So I’d rather have the rights as to whether that gets done.

            I’ve seen a number of sample NDA’s online, but it seems to me that none of them are geared towards a domain sale.

            Reply
            1. Michael Cyger says:

               August 1, 2016 at 2:46 PM

               Hi John,

               Here’s a clause that I’ve used in the past. Hope it helps you.

               Best,
               Michael

               ——————-

               Confidentiality and Public Disclosure: The specific terms of this Agreement shall be confidential and shall not be disclosed by the parties, or any employee, agent or other representative of the parties, to anyone except to: (a) Buyer and Seller’s attorneys or accountants; (b) government agencies in order to comply with legal or regulatory requirements; and (c) comply with an order or process issued by a court of competent jurisdiction, after having given the other party twenty (20) days notice of the intention to disclose the settlement terms. The parties further agree that information learned by them in the course of undertaking performance hereunder that is not generally known to the public or a matter of public record shall be deemed confidential.

               Reply
               1. John says:

                  August 1, 2016 at 3:00 PM

                  Thanks Michael, that one’s great, short and sweet. I was just in the middle of modifying a longer one like this:

                  “Confidentiality Agreement

                  It is understood and agreed to that the below identified discloser(s) of confidential information may provide certain information that is and must be kept confidential. To ensure the protection of such information, and to preserve any confidentiality necessary under patent and/or trade secret laws, it is agreed that:

                  1. The Confidential Information to be disclosed can be described as and includes:

                  • All terms of agreement including but not limited to purchase price for the sale and transfer of the Internet domain name Example.com.

                  2. The Recipient shall limit disclosure of Confidential Information within its own organization to its directors, officers, partners, members, employees and/or independent contractors (collectively referred to as “affiliates”) having a need to know. The Recipient and affiliates will not disclose the confidential information obtained from the discloser unless required to do so by law. Such nondisclosure includes but is not limited to all online forums, chatrooms, blogs, websites, bulletin boards, and publishers of such communication media.

                  3. The period and duration of this Agreement is for five years from the date of this Agreement or transfer of the Example.com domain name to recipient, whichever is later.

                  4. This Agreement imposes no obligation upon Recipient with respect to any Confidential Information (a) that becomes a matter of public knowledge through no fault of Recipient; or (b) is disclosed without a duty of confidentiality to a third party by, or with the authorization of, Discloser(s).

                  5. This Agreement states the entire Agreement between the parties concerning the disclosure of Confidential Information. Any addition or modification to this Agreement must be made in writing.

                  6. Recipient will exercise all reasonable and good faith efforts and procedures necessary for fulfillment of this Agreement including but not limited to requiring all need to know recipients of any Confidential Information to be bound by this Agreement.

                  7. This Agreement is rendered a valid binding Agreement via email between Recipient and [my company/me], as well as any addition or modification to this Agreement.

                  8. If any of the provisions of this Agreement are found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision(s) shall be deemed modified to the limited extent required to permit enforcement of the Agreement as a whole.

                  WHEREFORE, the parties acknowledge that they have read and understand this Agreement and voluntarily accept the duties and obligations set forth herein.

                  Recipient of Confidential Information: [name], and all pertinent business and personal entities associated with Recipient and the purchase and transfer of the Example.com domain.

                  Date: August 1, 2016

                  Discloser of Confidential Information: [my company/me]

                  Date: August 1, 2016”

                  And I almost posted it in here with the domain name left in. :)

                  I think I’ll incorporate yours into it as well because I like it. And I think I’ll throw out the five year part and just keep it permanent like yours.

                  Reply
4. Bill Swersey says:

   April 8, 2016 at 2:52 PM

   What about a clause to limit future liability once the sale is complete?

   Reply
   1. Michael Cyger says:

      April 10, 2016 at 7:11 AM

      What future liability is associated with a domain name after the sale is completed? What did you have in mind? I’ve never heard of such a clause before.

      Reply
5. Tony says:

   September 2, 2015 at 6:26 AM

   @Michael Cyger: New here. How faxing works in this case ? I mean suppose seller is from USA and buyer is from Italy, so seller first fax the agreement (with their signature, date etc.) and then buyer receives it in Italy and signs it there and then once again send this back to seller ?

   Or can 2 copies of agreement be used ? Seller keeps their copy and buyer keep theirs ?

   Reply
   1. Michael Cyger says:

      September 2, 2015 at 8:06 AM

      Yes, faxing is fine. Both copies in aggregate can constitute a fully executed agreement. Make sure your agreement states so much.

      You can include a clause that an electronic copy is valid too and just deal with a scanned/emailed copy.

      You can use something like this: “This Agreement may be executed in counterparts and facsimile or other electronic copies of signatures shall be deemed original for all purposes and shall be binding as evidence of execution and acceptance of the terms hereof. This document alone is admissible in any proceeding to interpret or enforce this Agreement.” (Be sure to have your attorney review, of course.)

      DocuSign and other online document signature solutions are also options to use instead of a physical signature, as long as both parties agree that it’s a valid way to execute the agreement.

      Reply
6. sean@similarto says:

   February 22, 2015 at 9:21 AM

   Thanks for sharing these insights. I have been buying domains from flippa.com using escrow agreement and didn’t realize that i could still land into trouble and may fall prey to IP and jurisdiction issues.

   Reply
7. domain auction says:

   November 28, 2014 at 4:15 PM

   thanks for the info.

   Reply
8. JimmyDee says:

   February 6, 2014 at 9:53 PM

   Another thing I came across was the Governing Laws section.

   In our case, we are not located in the US and indeed are a fairly international company, but the seller is in the US. It seems simplest to keep things in the US, so we changed the governing laws from the state of the purchaser to the state of the seller.

   The country we are in does not use English, so it’s not a good choice and hopefully a show of good faith.

   However, aside from the fact that the laws are different from state to state, is there any reason we wouldn’t want to do that?

   Reply
9. JimmyDee says:

   February 6, 2014 at 7:43 PM

   In this case, the web developer had not been paid by the original company, so had been keeping the site alive in the hopes we would buy him out (although oddly not making any effort to collect or notify us while paying 3 years for the site registration). Since the right to use our product and trademarked logos was between us and the original company, he had no right to use them for his own purposes, but the amount he was asking for was less than the legal costs we would incur to force him out, so we went the ‘amicable’ route.

   Because he is obviously not concerned with unethical business practices, we felt it would be in our interests to add some content to the further assurances. Since it would certainly be VERY easy for him to simply spend $5 for another similar domain (.us .biz .etc) or a bunch of them… and switch streams. And of course next time, double the amount…

   We added this under the Further Assurances:
   ***
   Seller shall take all necessary actions, including providing all necessary documentation to Purchaser in order to transfer Domain Name to Purchaser. Seller shall delete and remove all content showing product using the XXXXXX name, logos and associated trademarks. Seller agrees to retain no further domain names similar to the Domain Name and any associated trademarks without expressed consent of Seller.
   ***

   It’s probably bad legalese, but at least it should represent the understanding of both parties…

   Reply
10. John Sturman says:

    November 19, 2013 at 7:01 AM

    Hi,

    Thanks for providing this. I am doing a domain transfer sale with someone in another state. Since I have been using this domain as my primary email address (and not much else), I need the buyer to guarantee that I will continue to receive mail at that address (forwarded, not using POP, IMAP, or any other service) for one year. That should give me enough time to make sure that everything gets transferred over. I think the agreement should have a clause to that effect.

    Thanks.

    Reply
    1. Michael Cyger says:

       November 19, 2013 at 8:14 AM

       That’s a great example of why each templated agreement needs to be modified prior to use. There are likely many other reasons. In the simplest case, this template works. But for all other cases, I’d likely use an attorney to make sure my best interests were being addressed and covered. I’d also want to know what happens if email stops being forwarded…what recourse do you have and how much is that likely to cost? Knowing the answers will help you develop a better agreement.

       Congrats on your sale and best of luck in future transactions.

       Reply
    2. Paul keating says:

       November 19, 2013 at 11:21 AM

       john,

       Do you want to control the MX records or do you only want a particular email address to be forwarded to a fixed email?.

       The latter is easier and only requires a short provision actually stating the source, the destination and the duration.

       You should also consider a “jurisdictions” clause specifying the exclusive location for any dispute. Otherwise you may have no real remedy absent traveling to the other state to litigate the problem.

       Good luck.
       Paul

       Reply
11. Paul Keating says:

    June 1, 2011 at 5:16 AM

    Everyone, sorry for the above. I was re-reading the posts and had not realized I was looking at an old unrefreshed screen :-(

    Reply
12. Paul Keating says:

    May 31, 2011 at 4:43 AM

    Elliot makes some excellent points. Having been an attorney in this space since 1989, I started in the wild-west days where clients had no contracts, no accounting, etc.
    Contracts are not simply words on a piece of paper and not everyone can write one that actually works. There are many traps for the unwary. Here is an example showing several traps in the contract above (sorry Mike):

    “Seller’s Representations. Seller represents and warrants that it is the lawful and exclusive registrant of the Domain Name and no other party has any right to registration of the Domain Name or has otherwise made any claim to the Domain Name. Seller further represents and warrants that it has the exclusive authority to enter into this transaction and transfer the Domain Name, free of the claims of any third parties.”

    Seems simple and straight-forward no? Well not really. The starting point is understanding what a representation is and what a warranty is.

    Representation: A factual statement made to another. In this case the seller is making them to the buyer. To be of any assistance to the seller, however, the Buyer must be able to reasonably rely upon what is being represented. The ability to reasonably rely is key and without that ability, the Buyer receives ZERO benefit from what is written. Thus, if the representation is known to be false or most likely false, the Buyer will have difficulty raising any claim against the seller.

    Waranty: A warranty is an absolute statement of fact. It requires no reliance on the part of the Buyer.

    Looking at the Language: In Mike’s paragraph, the Seller is guarantying the following:

    1. Seller is the lawful and exclusive registrant of the Domain Name.
    Fine? Well, what if the name is a trademark? Is the seller the lawful registrant?

    2. No other party has any right to registration of the Domain Name
    Same question as above. If the domain is a TM, then it is subject to a UDRP. The fact that a UDRP is not relevant. The claimant’s right to “recover” the domain via a UDRP is conditioned only on the existence of the trademark.

    3. No other party has otherwise made any claim to the Domain Name.
    Note the absolute language. It is not limited to the Seller’s knowledge. It does not even limit the warranty to claims received by the Seller (as opposed to anyone else).

    4. Seller has the exclusive authority to enter into this transaction
    Fine.

    5. Seller has authority to transfer the Domain Name, free of the claims of any third parties.
    Oops, now we are back to dealing with third parties again.
    Lessons for Sellers: Remember that absolute statements are absolute. Try to avoid warranties. Try to limit representations (or warranties if you have to give them) to your actual knowledge (e.g. without having undertaken an investigation).
    Lessons for Buyers: Try to include warranties. Make them as broad as you can. Make sure that you have representations and warranties that will actually help you. For example, missing from the sample agreement are representations/warranties regarding the following:

    Domain traffic accuracy & pricing formulas (particularly important if buying on a multiple)
    Legal existence of the seller
    No false WHOIS
    No prior click-fraud
    All registration fees have been paid and no amount is due to the registrar

    Contracts are like insurance policies; you will never need them until a deal goes south. If a deal that goes south, it is too late and people tend to be rather unreasonable. So, echoing Elliot’s comments spend a few hours with a good domain attorney. He should be able to provide you with a purchase form and a sales form, and more importantly, explain how it works. You can then use the basic forms and limit interaction with the attorney to special questions or unique transactions.

    That said, not all domain deals require any significant documentation and a simple Bill of Sale with a representation/warranty as to ownership may be perfectly fine. However, stay away from emails. Emails are typically in formal and contain very imprecise language. They also often don’t include the entire agreement (like using escrow.com, etc).

    Mike, if you send me your personal email I will forward you further information.

    Paul Keating
    Law.es

    Reply
13. Gene says:

    May 17, 2011 at 11:25 AM

    @ Elliot

    Look, I agree that if you can afford to use an IP lawyer that’s probably a wise move; but most domainers simply can’t afford to do that. Hence, the great exercise of crowdsourcing a transactions template.

    “why even write anything up, as an email with terms should be sufficient, right?”

    Well, that depends what you’re trying to accomplish. If it’s only to create a non-binding term sheet (…and this is not legal advice), then email may be a sufficient way of memorializing your understanding. Of course, there’s (generally) no counter-signature(s) in an email, unless you use something like SignNow.com.

    Agreements can frequently complicate things, when, after all is said-and-done, we’re really talking about the equivalent of a ‘quit claim deed’ (to use a real estate analogy), i.e., there are no warranties made as to ownership, infringement, etc. I know that ‘experienced’ domainers want to limit their potential back-end liability via contract disclaimers in the event that a third-party goes after the buyer (after the transfer) for trademark infringement. But who knows how a court would rule on that.

    Anyway, the main points that I’d make is that (a) this is a great, community exercise – and should be the first of many, (b) this industry needs to do a whole lot more to create standards, like this, and it’s extremely disappointing to see the lack of interest in doing so, especially from the ‘well-known’ bloggers, and (c) the longer we ignore ‘getting our act together’ (i.e., creating standards and templates) the longer it’s going to take for the domain industry to shake its ‘frat boy’ image.

    The status quo isn’t doing anything to improve asset values. And kudos to Michael for taking the lead on this.

    Reply
14. Karen Bernstein says:

    May 17, 2011 at 11:21 AM

    Kent, this is precisely why it’s a good idea to have an attorney-drafted P&S agreement. Although there are plenty of intelligent domainers out there may not be legally trained and licensed in drafting these sorts of agreements. The answer to your question: goodwill in trademark law means the goodwill built up between the source of the product or service and the public. Classic example is when you see McDonald’s you know you are going to get a burger and you know exactly what to expect from that burger. That quality (questionable?) and consistency you’ve come to expect from McDonald’s. The phrase, “including any and all trademark rights and attendant goodwill associated therewith” is standard language when assigning trademark rights and may not have anything to do with transferring a domain name.

    A good P&S agreement contains a warranty clause that either disclaims any and all liability for breaches, domain disputes that arise after the domain sale is completed or where the seller indemnifies (i.e., pays the legal bills) if after the domain is sold that the buyer gets sued for tm infringement. You may be familiar with the term “quit claim deed.” Anyway, I strongly urge anyone who wants a solid domain P&S agreement to visit domaincontractpro.com or consult a trademark/domain name attorney who is an expert in the field.

    Michael, I’d like to add that arbitration is toothless. If you can’t serve the other side with the arbitration complaint, then you’re SOL. The other party is not compelled to arbitrate even though there’s an arbitration clause. If the other party doesn’t want to accept service of an arbitration complaint, then what? Then (a) you have to go to the country where the person lives and sue them there; or (b) go to the state where they live.

    I agree that a forum selection clause is the key since if the person agrees that the contract and litigation are governed under your home state or federal laws and courts and they don’t answer your complaint, then you can get a judgment and try to execute it. Of course, trying to execute a judgment on a person who lives out of the country can be tricky because some countries recognize US court decisions and some don’t. If you’re out a lot of money, then maybe it’s worth it to hire an overseas attorney to hunt down the money.

    Reply
15. Kent Campbell says:

    May 17, 2011 at 10:49 AM

    I’m wondering about the phrase “including any and all trademark rights and attendant goodwill associated therewith.”
    What if the domain name you are selling is Photo.info? The word photo was at one time a valid TM in France and still may be. (See Photo.biz UDRP) Including this phrase would mean that you are contracting to transfer TM rights that you don’t own, wouldn’t it? Maybe an expert could answer this. Thanks.

    Reply
    1. Michael Cyger says:

       May 18, 2011 at 11:02 AM

       @Kent: I doubt that any attorney is going to speak publicly on a forum without doing proper due diligence on your issue. If you think that the domain name has real value that you want to try to liquidate, then I think it’s worthwhile to speak to an attorney to have a proper discussion about trademarks. One of sponsors of DomainSherpa.com is David Weslow. See the link in the upper right-hand corner of every page. He’s a fantastic resource and can help you sort out this issue.

       Reply
16. Eric Borgos says:

    May 17, 2011 at 7:17 AM

    Charles Top – I have leased a bunch of domains over the years. In every case, it was basically a way for the buyer to take over the domain with little money down. They were all people who made me an offer to buy a domain, but said they did not have enough money to pay my asking price. So, I offered to lease it to them with an option to buy at my asking price. This way I win either way, since I either get my asking price, or if they don’t end up buying it, all the promotion they do for the site/domain will make the domain more valuable when I get it back.

    My goal is not to lease a domain just as a way to make monthly income from it, I only do it as a way go get extra domain sales.

    Reply
17. Arseny Kardash says:

    May 16, 2011 at 11:40 PM

    Thanks for sharing!

    Reply
    1. Michael Cyger says:

       May 16, 2011 at 11:42 PM

       You bet, Arseny. I’m glad you found benefit from it.

       Reply
18. @AndrewHazen says:

    May 16, 2011 at 8:37 PM

    Well done Michael, this is a very good starting point, especially for new domainers. Although I only practised law for eight weeks (GRIN), here’s my $.02 (and this is not legal advice)

    1. You may want to consider a Binding Effect clause; something like:

    This Agreement shall inure to the benefit of and be binding upon Seller, its successors and assigns, and on Purchaser, its successors and assigns.

    This is just in case the company/biz is sold/assigned and you want to make sure your Agreement is binding with new players too!

    2. May want to have an Arbitration or Mediation provision so if there is a dispute, you will not go to trial but rather agree in advance to have a mediator resolve the issues.

    3. Consent to Personal Jurisdiction…if the parties are from different states, you may want to try to get the seller to consent to personal jursidiction in purchaser’s state….

    4. Severability of Sections provision which reads:

    If any Section of this Agreement is invalidated or held unenforceable, the invalidity or enforceability of that Section or Sections shall not affect the validity or enforceability of any other Section of this Agreement.

    5. Witnesses/Notary…..you may want to have the Agreement signed by at least two witnesses and maybe even have it notarized.

    6. You may want to include a few WHEREAS clauses in the begining to set the stage for the Agreement….just so everyone is clear on the transaction.

    That’s about it at first glance….I will digest a bit more and get back to you…again Well Done!!

    @AndrewHazen

    Reply
    1. Michael Cyger says:

       May 16, 2011 at 9:13 PM

       @Andrew: Great list of items that domain investors should consider and discuss when speaking to their attorney.

       I, personally, like the Governing Law clause in the original contract, rather than the arbitration clause you were suggesting, because most of my transactions are less than $5,000 and I’d much rather drive to my local county courthouse to file a claim and put the pressure on the seller. As the buyer, I think I have the right to specify my state to settle issues.

       If it were a larger amount (small claims in WA can only be up to $5,000, but when I lived in CT I think they went up to $7,000 or $7,500) I would definitely lean toward arbitration, as you suggested.

       Again, great input. Thanks for helping others consider additional clauses that they might want to investigate and discuss with their attorney.

       Reply
19. Elliot says:

    May 16, 2011 at 6:49 PM

    “any lawyer worth their salt won’t charge “a few hundred dollars”, unless they’re doing you a favor of some sort. IP lawyers working in major metropolitan areas charge $450/hour – and up: And drafting a solid agreement, no matter how straight-forward, takes at least 3-5 hours. So do the math.”

    I had a sales agreement drafted by my lawyer in New York City, and since domain names are one of his main focus areas, he had a standard agreement that was used with some additions/subtractions based on my specific needs. I don’t recall the exact price, but I can’t imagine paying more than several hundred dollars for it.

    The point I was trying to make was that when I needed something from a lawyer several years ago (before I did this for a living), I worked with a large firm that didn’t have significant domain name experience, and it cost quite a bit more because they needed to spend time researching the topic (I was selling on Ebay and I wanted a disclaimer drafted for my sales).

    Needless to say, when I worked with someone who had considerable domain name experience, there was less time spent researching, and consequently, the cost was lower.

    Also, if you’re looking for a simple “memorialization of the parties’ understanding of the deal, e.g., subject matter, term, pricing, remedies (if any) for non-performance,” why even write anything up, as an email with terms should be sufficient, right?

    Reply
    1. Michael Cyger says:

       May 16, 2011 at 7:17 PM

       @Elliot: What kind of remedies do you ask for for non-performance?

       When is it appropriate to specify a clause like that?

       Reply
20. Karen Bernstein says:

    May 16, 2011 at 11:59 AM

    Michael, you raise the very good point that P&S agreements are vital to sealing a deal and your template does bring out some basic things that should go into a P&S agreement, but there are many other terms that should be considered. No doubt a P&S agreement should be used every time a deal goes through.

    I can’t tell you the countless times people have called me because they agreed to buy a domain name from someone half away across the world who they didn’t know and even though the funds are sitting in escrow the “seller” claims that they weren’t the one to sell the domain name so no money gets released and the buyer has really no chances of suing the seller in another country. Indeed, companies like Escrow.com won’t release funds unless a court order is presented.

    I and my partner run a website called Domaincontractpro.com. Yes, this is a shameless plug. :)

    Of course, like your template our templates are just that and using the services of knowledgeable attorney is required, but one can save an enormous amount of money in legal fees when you present these to your lawyer, because most, if not, all of the key terms are already drafted. That reduces the attorney’s time in drafting the agreement(s) and you money!

    Reply
21. Maria McDonogh says:

    May 16, 2011 at 10:31 AM

    Many thanks, downloaded! :)

    Reply
    1. Michael Cyger says:

       May 16, 2011 at 10:32 AM

       Glad you found benefit from it.

       Reply
22. Gene says:

    May 16, 2011 at 9:27 AM

    @ Elliot.

    As an IP lawyer, I largely disagree with your assessment.

    Yes, the contract laws of each jurisdiction can vary – but they don’t vary by so much as you might think.

    Any contract – written or oral – needs to simply be a memorialization of the parties’ understanding of the deal, e.g., subject matter, term, pricing, remedies (if any) for non-performance, et cetera. And if people couldn’t use template forms to conduct business, LegalZoom would never have taken off; nor would most real estate transactions ever close, because they’re all based on templates.

    I’d agree that for a large enough transaction, you may want to consult with an attorney…but any lawyer worth their salt won’t charge “a few hundred dollars”, unless they’re doing you a favor of some sort. IP lawyers working in major metropolitan areas charge $450/hour – and up: And drafting a solid agreement, no matter how straight-forward, takes at least 3-5 hours. So do the math.

    You probably have someone with whom you work on a regular basis; and as such, they’re extending you a ‘deal’ because of your relationship with them. But that’s not the case with most domainers, particularly those starting out – or who don’t do a lot of business -, which is Michael’s target group with respect to this piece. And all Michael is offering here are foundational building blocks for an agreement between two parties.

    The bottom line is that unless the ‘successful’ bloggers start creating standards for this industry (like Michael is promoting), it’ll always be viewed by corporate, end-users as a clique of small time speculators who believe in the ‘greater fool’ theory. So it’s extremely refreshing to see that Michael is trying his best to drive this industry to new heights — and succeeding brilliantly, in my opinion.

    Reply
23. Bill Sumner says:

    May 16, 2011 at 8:46 AM

    Thanks so much for providing this. I can see the point about getting an lawyer to write one — I don’t know about others but I am a startup guy just out of college and don’t have the cash for a lawyer – I barely have enough for a dedicated host. ;)

    Reply
    1. Michael Cyger says:

       May 16, 2011 at 9:40 AM

       Thanks, glad you found benefit from it!

       Reply
24. Elliot says:

    May 16, 2011 at 8:24 AM

    Mike asked for my opinion, so here it is.

    If you are concerned enough that you feel it’s necessary to use an agreement (which you should), or if another party feels it’s important to use an agreement, you should have one tailored to your needs by an attorney. Contract law may vary by state and/or country, and what’s the point of using an agreement if you aren’t really covering your ass? IMO, if you use a template that doesn’t offer the protection you or your buyer needs, you will have a false sense of security. It’s like buying car insurance that doesn’t actually cover your specific driving needs. Maybe you’ll feel better about things or feel like more of a professional by signing a contract, but what good is it if the contract isn’t valid for your purposes or doesn’t cover things that it should cover?

    Suck it up and pay an attorney a few hundred dollars to make sure your ass and assets are covered, and be sure to use someone with IP or domain name experience, otherwise you’ll probably pay much more than you need to pay.

    Reply
    1. Michael Cyger says:

       May 16, 2011 at 9:33 AM

       All good points, Elliot. I appreciate your input.

       My intent was not to provide a template that should be used as-is, but instead to help people understand that 1) a contract should be common place (as you said), 2) a contract does not need to be 10 pages long, and 3) a contract can be in a language that anyone can understand — even those that claim that they can’t understand anything in “legalese.” I guess I didn’t get that across in the article, but I’m glad to clarify it now.

       I think there are plenty of attorneys out there that don’t specialize in intellectual property and will write up purchase agreements, and if you don’t know what an agreement might look like or what clauses it might include, then you really have no way of determining if the attorney you hire is representing you properly or not.

       I’d love to hear if anyone else has other clauses that someone might ask their attorney about when preparing a domain name purchase-sale agreement. Please post the idea or clause to the comments.

       Reply
25. Rishi says:

    May 15, 2011 at 11:31 PM

    Where was this article a few weeks ago! I love it, but could have used it then (altho I’m going to bookmark this page now so I don’t lose it for the next purchase). Thx

    Reply
    1. Michael Cyger says:

       May 16, 2011 at 9:18 AM

       I’m working as fast as I can on articles like this! :)

       Glad you found benefit from it.

       Reply
26. BullS says:

    May 15, 2011 at 11:20 PM

    The leasing language must include “NO LIABILITY TO THE OWNER OF THE DOMAIN”

    Another one I am interested is Partnership letter of agreement.

    Reply
    1. Michael Cyger says:

       May 16, 2011 at 9:17 AM

       True. I’ll add that to the list.

       Reply
27. Charles Top says:

    May 15, 2011 at 11:19 PM

    Awesome article and template. Thanks, Michael!

    Reply
    1. Michael Cyger says:

       May 16, 2011 at 9:16 AM

       Thanks, I like to see examples highlighting some key points. I think it makes everything much easier to comprehend.

       Reply
28. BullS says:

    May 15, 2011 at 9:58 PM

    Thanks…

    Will you be covering leasing agreement too?

    and how about a sales pitch to the end users?

    Reply
    1. Michael Cyger says:

       May 15, 2011 at 10:15 PM

       Hey Chris,

       Yes, I’m working on a sales pitch right now, but I’m testing it with a domain name I’ve purchased and it has yet to deliver. We’ll see.

       The leasing agreement is a good idea — I’ll add that to the list.

       There’s also a category of “lease to own” where someone can pay hundreds to thousands of dollars a month that go towards the purchase of a premium domain, but also gives the buyer an opportunity to walk away from what they’ve paid to lease a domain if the business model doesn’t work out as planned for the buyer.

       Thanks,
       Mike

       Reply
       1. Charles Top says:

          May 15, 2011 at 11:22 PM

          I’d love to hear an interview about leasing a domain name. Can you find someone that has leased one and would be willing to talk about the details? I’d like to know what kind of domain name would be worth leasing…I guess it would have a pretty high price tag, right?

          Reply
          1. Michael Cyger says:

             May 16, 2011 at 9:15 AM

             Good question, Charles. I’ll do some investigation and try to dig up a few examples. Thanks for your question.

             Reply