need legal contracts for selling domains

[eddie1278]

I am looking for contracts that i can download or use through e-mail for selling domains. I am a broker for some names and need a contract for the owner of the names to sign agreeing on my commission. Anyone know of any sites where I can find these and I reall would like it to be done over the internet, not paper form. Thanks.

 

[HOWARD]

I doubt that you will get a response from any attorney. You're asking us to give away for free our stock in trade.

 

[WildCard]

Well, Eddie, you could pay an attorney to make you some stock forms I bet. I didn't see you mention you wanted the contracts for free, was that to be assumed or should it be assumed you weren't looking for a free lunch?

-WC-

 

[drname]

You can find Domain Name Sale Agreement through http://www.drname.com/inlink/index.php?t=sub_pages&cat=151

It's not free. The cost is $29.99.

Originally posted by eddie1278
I am looking for contracts that i can download or use through e-mail for selling domains. I am a broker for some names and need a contract for the owner of the names to sign agreeing on my commission. Anyone know of any sites where I can find these and I reall would like it to be done over the internet, not paper form. Thanks.

 

[boss]

[sample]

http://contracts.corporate.findlaw.com/agreements/mortgage/domain.html

Domain Name Assignment Agreement

 

[boss]

DOMAIN NAME TRANSFER AND ASSIGNMENT AGREEMENT

THIS DOMAIN NAME TRANSFER AND ASSIGNMENT AGREEMENT ("Agreement") is made and
entered into to be effective as of July ___, 1999, by and between Rodney
Brittain, having an address at (edited) Phoenix, AZ 85023 ("Registrant")
and the National Burglar & Fire Alarm Association, a Illinois not for profit
corporation having its principal place of business at 7101 Wisconsin Avenue,
Suite 901, Bethesda, MD 20814 ("Purchaser").
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Registrant and Purchaser agree as follows:
1. Background. Registrant has registered with Network Solutions Inc. ("NSI")
and is using the domain name "NBFAA.COM" ("Domain Name"). Purchaser is
currently using or intends to use the servicemark "NBFAA" and variations
thereof, including "NBFAA.COM", "NBFAA.NET", "NBFAA.ORG" etc. (collectively
"Trademark") and desires to purchase from Registrant the Domain Name pursuant
to the terms and conditions of this Agreement.
2. Assignment. Registrant does hereby sell, grant, assign and convey to
Purchaser all of Registrant's right, title and interest in and to the Domain
Name, together with the goodwill of the business symbolized by or associated
with the Domain Name, including Registrant's right, title and interest and in
and to: (a) the domain name registrations secured through NSI, together with
all associated uniform resource locators and other Internet or similar
addresses or identifiers; (b) all pending or future applications for
registration, if any, for the Domain Name throughout the world with any other
domain name registry; (c) the right to secure additional registrations
throughout the world with other domain name registries for the Domain Name; (d)
all trademark, service mark or similar rights in the Domain Name and any
similar names, together with all applications and/or registrations of such
trademarks and service marks and the right to seek such applications,
registrations and renewals therefor, all throughout the world; (e) all income,
royalties, damages or payments now or hereafter due and/or payable with respect
to the Domain Name or Domain Name registrations; (f) the right to sue for past,
present and future infringements or misuse of the Domain Name; (g) the right to
secure all renewals for the Domain Name registrations; and (h) all rights
corresponding thereto throughout the world, as fully and entirely as the same
would have been held and enjoyed by Registrant had this transfer and assignment
not been made.
3. Additional Documents. Registrant agrees to execute any and all papers
necessary to convey the Domain Name to Purchaser and to transfer the Domain
Name registrations with NSI and/or other domain name registries or other
governmental agencies, including a copy of the Registrant Name Change Agreement
attached hereto as Exhibit A for each Domain Name. Registrant agrees to
execute and deliver to Purchaser such instruments as Purchaser deems necessary
to vest in Purchaser the sole ownership of and all exclusive rights in and to
the Domain Name, and if Registrant fails to so execute and deliver, Registrant
hereby appoints the President of Purchaser, Dan Jacquish, as his
attorney-in-fact for the limited purpose of executing on Registrant's behalf
such instruments.
4. Payment. Upon receipt from NSI (or other domain name registry) by Purchaser
of confirmation of the transfer of the Domain Name to Purchaser and upon
confirming that the Domain Name registration has been transferred to Purchaser
in the WHOIS database (or such other public database of domain name
registrations), Purchaser will: (i) pay to Registrant, by certified check or
wire transfer, the sum of five hundred United States dollars (US$500.00); and
(ii) provide to Registrant a two (2) year membership in Purchaser's association
(beginning on the first day of the calendar month following execution of this
Agreement and the Registrant Name Change Agreement), which has a value of two
hundred fifty United States dollars (US$250.00)). Furthermore, Registrant
shall be solely responsible for any and all taxes associated with the sale of
the Domain Name to Purchaser.
5. Representations and Warranties. Registrant represents and warrants that:
(a) Registrant has all requisite authority and capacity to execute and deliver
this Agreement, to consummate the transaction and perform all of the terms and
conditions contemplated by this Agreement; (b) Registrant is the current
registrant and owner of the Domain Name; (c) Registrant is not currently or in
the past in breach of any NSI Domain Name Registration Agreement entered into
when Registrant registered and renewed, if applicable, the Domain Name; (d)
Registrant has not and will not take any action or inaction that would impair
the value or functionality of the Domain Name; (e) Registrant will cease using,
advertising, or otherwise promoting the Domain Name in connection with its
products and services; (f) Registrant has no knowledge of any intellectual
property or moral rights infringement action or other liability associated with
or resulting from the Domain Name; (g) the Domain Name is not subject to any
lien, security interest or other encumbrance and Registrant is transferring and
assigning the Domain Name to Purchaser free and clear of all liens, security
interests or other encumbrances; (h) Registrant has not and will not, directly
or indirectly, use, register or re-register, or attempt to use, register or
re-register, anywhere in the world, any domain name, trademark or service mark
(or any variation or colorable imitation thereof) that is identical or
confusingly similar to, or, in the opinion of the Purchaser, may cause a
likelihood of confusion with, either of the Domain Name; (i) Registrant will
not, directly or indirectly, contest Purchaser's ownership of or actions with
respect to the Domain Name; and (j) Registrant will not, directly or
indirectly, contest Purchaser's Trademark, whether registered or unregistered,
now or in the future.
6. Confidentiality. Registrant acknowledges and agrees that the existence of
and terms and conditions contained in this Agreement are confidential and may
not be disclosed by Registrant to any third party for any reason, and any
breach of this provision will result in irreparable harm to Purchaser.
7. Miscellaneous. Each provision of this Agreement shall be deemed separate
and distinct from all other provisions of this Agreement and if any one of them
is declared illegal or unenforceable, it shall not affect the legality or
enforceability of the other provisions then remaining which shall continue in
full force and effect. Registrant acknowledges and agrees that the transfer
and assignment contemplated by this Agreement is a unique transaction for which
a remedy at law would be insufficient, and therefore, in the event of a breach
by Registrant, Purchaser shall be entitled to seek remedy in a court of equity.
Registrant and Purchaser acknowledge and agree that this Agreement and all
questions arising hereunder shall be construed, resolved and governed by the
internal substantive federal laws of the United States of America and state
laws of the State of Maryland without regard to conflict of laws principles.
Registrant consents to the jurisdiction and venue of the state and federal
courts sitting in Montgomery County, Maryland. The word "including" means
"including without limitation." This Agreement can only be amended by the
mutual agreement of the parties. This Agreement will not be construed against
its drafter, and Seller acknowledges that it has had the opportunity to have
counsel review and revise this Agreement. No failure or delay by either party
in exercising any right, power or privilege under this Agreement will operate
as a waiver. This Agreement embodies the entire understanding of the parties
and supersedes all prior negotiations, understandings and agreements with
respect to the subject matter hereof.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto, each acting under due and proper
authority, have executed this Agreement on the dates indicated below.

REGISTRANT:

RODNEY BRITTAIN



Date:


PURCHASER

NATIONAL BURGLAR & FIRE ALARM ASSOCIATION

By:

Title:

Date

 

[DomainSage]

Boss, this would be a contract not only buying the domain but the whole business and trademarks. What if the old business had creditor problems? It will all turn on to you.

 

[boss]

not sure what you are trying to do

you only said you are a domain name broker for domain owners
what are you trying to do with the domains? help the owners sell them, license them, transfer them?

 

[WildCard]

It's questions and uncertainties like this that reinforce the need to consult with an attorney.

-WC-

 

[jberryhill]

"It's questions and uncertainties like this that reinforce the need to consult with an attorney. "

Yup. It is interesting that a couple of folks have posted links or text which is relevant to domain name transfer agreements, but that's not even what the original poster appears to be looking for. As I understood it, he is looking for some kind of sales commission or agent agreement, not a contract for a domain name sale itself.

Then again, it's really tough to tell what the original poster wants, since he mentions wanting something that someone can sign, but then says he prefers something that can be done over the internet instead of paper form, in the apparent belief that there is some kind of universal standard for electronic execution of legal documents (which there is certainly not).

On the other subject here, relating to domain name sales agreements, I find that most of the stuff that finds its way across my desk from attorneys who do not understand domain names is really awful, and usually assumes that all registrars follow the same procedure that NSI did circa several years ago.

But if you all want to share in my amusement at the agreement posted above by "boss", take a look at where it says "the existence of and terms and conditions contained in this Agreement are confidential and may not be disclosed by Registrant to any third party for any reason".....

...and then he goes ahead and leaves in the names of the parties, the domain names subject to the contract, the name of the buyer's principal, the amount of the sale, etc.

Ummmm.... folks... whatever contracts you sign, please remember to read what they say.

 

[boss]

found that on google

 

[jberryhill]

"found that on google"

That's hilarious.

 

[dvdrip]

What is hilarious?

 

[WildCard]

Might be that he's dispensing legal advice based on a google search.

Seriously, I can't imagine it costing too much to have John or Howard or any of the other attorneys we are blessed to have posting here do what you are looking to have done.

Or maybe it's impossible given that it should be tailored to the states of both the seller and buyer.

-WC-

 

[jberryhill]

What's funny is that someone posted that agreement, including the confidentiality clause, where it can be found with Google.

But, yes, when someone says, "I want a contract that does X", it is usually a good idea to get a handle on what X is, where the parties are going to be, and all of the things that can go wrong which the prospective contracting party hasn't thought of.

In the case of a commission sales agreement, which again I'm only guessing is what this person wants, since there appears to be some confusion here over just what it is this person does want, there are all sorts of options. Is the commission to be paid only on leads generated by the agent, or is the commission to be paid on any sale during the term of the agreement, etc., etc.

There is no such thing as a one-size-fits all commission sales agreement, and there is certainly no "standard form" for such a thing pertaining to domain names. My reading of the original question is not that he's looking for a domain name sales agreement, but that he is looking for a commission agreement for sales of *other people's* domain names.

But, elsewhere on dnforum, I've been called all sorts of names for simply pointing out that life is usually more complex than can be reduced to a ten word question, and it is irritating that lawyers have a tendency to ask a lot of questions in order to get a complete contextual understanding of a given situation. In this instance, while several people have posted information about domain transfer agreements, it doesn't really appear to be what this person was looking for when he said, "I am a broker for some names and need a contract for the owner of the names to sign agreeing on my commission".

 

[dvdrip]

Well I agree that eddie1278 was looking for a commission agreement. So the samples that were posted here were irrelevant.
What I didn't understand is your amusement described below.
The sample posted was exactly that. A sample.
I don't understand why just because it contains maybe fake names and not attorney terms it's funny.

But if you all want to share in my amusement at the agreement posted above by "boss", take a look at where it says "the existence of and terms and conditions contained in this Agreement are confidential and may not be disclosed by Registrant to any third party for any reason".....

...and then he goes ahead and leaves in the names of the parties, the domain names subject to the contract, the name of the buyer's principal, the amount of the sale, etc.

 

[jberryhill]

"I don't understand why just because it contains maybe fake names and not attorney terms it's funny."

Well, if you do a whois on the domain names in the "sample" agreement, it doesn't look like it is all fake data in that "sample" agreement. Rodney Brittain is, in fact, the registrant of nbfaa.com, and a quick search on "Dan Jacquish" certainly does turn up someone by that name who is in the burglar alarm business.

They aren't fake names.

I'd be curious to know what google search terms turned up that agreement, since I don't seem to be able to put together unique terms which appear in that text. For example, while "Dan Jacquish" turns up hits relating to some burglar alarm guy, the search "Dan Jacquish domain" comes up empty.

I'll try one last time....

"What's funny is that someone posted that agreement, including the confidentiality clause, where it can be found with Google."

Usually when two people such as Rodney Brittain (who is the actual registrant of nbfaa.com) and Dan Jacquish (who is actually in the National Burglar and Fire Alarm Association) enter into an agreement, and that agreement says that it is "confidential", then you don't expect to see copies of the agreement floating around the internet.

You certainly don't expect to find 'confidential' agreements by poking around on Google, although I can't seem to replicate any Google search that would turn up that document.

I guess I just find humor in unexpected things.... but when you find a "confidential" agreement posted on the internet, then it's usually a sign that a major bonehead has been busy.

 

[dvdrip]

You are right! They are real names!
Internet... Isn't it wonderful???
The domain expires in a few months and it not being used.
Maybe the contract was in .pdf so you may not find it in google ever. Maybe ask boss in which site he found it.

 

[WildCard]

I am not sure if you (DVDRip) are trying to get your post count up or what. Someone gave subpar legal advice and the lawyer thought it was amusing. Realistically, why ask why?

Effectively the lawyers are the experts in this field. They specialize in internet/domain issues. The final answer should be their reply and they shouldn't have to deal with petty explanations like asking why he felt something was amusing.

-WC-

 

[jberryhill]

"Maybe the contract was in .pdf so you may not find it in google ever. "

Google indexes .pdf documents now. Besides, "boss" says he found it on Google.

Since the document doesn't appear to be findable on Google, then either "boss" managed to find it just before it was taken off of the internet and fell out of the Google index (which would be odd, considering the normal latency time for Google - you would expect the search result to hang around for a couple of weeks even if the link is dead), or "boss" is not telling the truth because he is, or is associated, with one of the parties to the agreement, and has now realized that it had a confidentiality provision.