Hello all,

I am selling my first domain, and the buyer had their lawyer do up an agreement and I can't really understand it. I can't afford a lawyer due to my financial situation, so I am wondering if anyone here can help me in understanding this and give me advice.

Thanks all.

without knowing what agreement you have got with you, how can anyone help you out? You need to share a few things out of that at least.

This is a tricky thing even without knowing any details since it puts you in a difficult situation once you THINK you understand. Is it just the legal jargon you don't understand or are there any particular references you're uncertain of?

Ok here it is (names, addresses changed)


Domain Name Assignment, dated as of May , 2010, (the “Assignment”), between John Doe, a resident of the United States with an address at % company, Inc. 1234 Geen Street, Manchester, N.H. 03245 U.S. (the “Assignee”) and Mac Write, a resident of Canada, with an address at 123.W. Twentieth Ave., Toronto Canada, (the “Assignor”).

Assignor controls all rights and holds exclusive title to, and has registered with appropriate authorities, the Internet domain name “www.domain.com” (the “Domain Name”) Assignee desires to acquire all rights and title to the Domain Name, including the registration thereof.

Now, thisefore, for good and valuable consideration, receipt of which is hereby acknowledged:

Assignment and Payment. Assignor hereby assigns, transfers, and sells to Assignee all of her rights, title and interest in and to such Domain Name, including the registration thereof in such case free of all liens and encumbrances. Assignee shall pay Assignor the sum of U.S. One Thousand Dollars (U.S.$1,000) for the Domain Name (the “Purchase Price”). Assignee shall deliver the Purchase Price to the law firm of name, LLP, City, Canada, as payment agent to be held until delivery by Assignor to Assignee or payment agent of this agreement fully executed by Assignor together with such other documents (including email authorizations of transfer to Wild West Domains, Inc.) as may be required to effect the transfer of the Domain Name as provided herein. Upon delivery of all such required documents the payment agent shall release the Purchase Price to the Assignor.
Cooperation In Transferring Domain Name. Assignor agrees to cooperate with Assignee in order to effectuate the transfer of the Domain Name registration in a timely manner. Specifically, Assignor agrees to prepare and transmit the documentation necessary to authorize transfer of such Domain Name to Assignee’s account at GoDaddy.com and cause the Assignee to be the duly registered owner of such Domain Name. Each of the parties further agrees to execute and deliver such further documents and instruments and to take all such other and further action as reasonably may be requested by the other party, from time to time, to evidence further the assignment, transfer, and sale of the Domain Name from Assignor to Assignee.
Cessation of Use; Use of Domain.Net; Right of First Refusal. (a) Immediately upon mutual execution of this Assignment, Assignor shall (i) cease any further use of the Domain Name and (ii) take such action as necessary to cancel any registered usage of such name by Assignor. Assignor covenants that neither she nor any affiliate will at any time in the future, directly or indirectly, (x) use in any manner or seek to register the Domain Name or any Uniform Resource Locators confusingly similar to the Domain Name or incorporating words in a confusingly similar variation to the Domain Name, and (y) contest or oppose in any forum the Assignee’s rights in the Domain Name.

(b Notwithstanding the provisions of clause (a) above, Assignee understands that Assignee owns the domain name “Domain.Net” which assignor intends to use in one or more projects. Accordingly, Assignee agrees that Assignor’s use of “domain.net” shall not be restricted in any manner.)

(c) If at any time Assignor determines to cease using the domain name “Domain.Net” offers it for sale, or receives a bona fide offer for such domain name from a third party, Assignor shall give written notice to Assignee of (i) Assignor’s intent to offer “Domain.Net” for sale or (ii) the terms of the third party offer as the case may be and Assignor’s intent to accept such offer on the terms given, and Assignee shall have twenty days from receipt of such notice to either (i) offer to purchase Domain.Net on terms given in such nature in the case of Assignor notice of an intent to sell or (ii) to meet the terms offered to Assignor for the domain name by the independent third party. If Assignee gives no response to either notice received from Assignor, Assignor may proceed to sell Domain.Net to such party. If Assignee agrees to meet the terms offered by the independent third party, Assignor shall sell Domain.Net to Assignee. If Assignor rejects the purchase terms offered by Assignee, Assignor may accept terms which are more favorable to it from a third party. If, however, Assignor determines to sell Domain.Net to a party on terms which are less favorable than those offered by Assignee, the Assignor shall give written notice to Assignee of such terms and Assignee should have the further right of referral to meet such lesser terms and to purchase Domain.Net upon written notice given with twenty days of receipt of such notice from Assignor.
Warranty. Assignor represents and warrants to Assignee that (i) Assignor owns all rights title and interest in and to the Domain Name, free and clear of all liens and encumbrances, and has properly registered the Domain Name with Wild West Domains, Inc., (ii) Assignor has the authority to assign and transfer the Domain Name pursuant hereto, (iii) Assignor has not used the Domain Name for any illegal purpose, (iv) to the best of Assignor’s knowledge, the Domain Name does not infringe the rights of any third party, and (v) Assignor has not assigned any right in the Domain Name to any other person and is not aware of any claim against or third party interest in the Domain Name.
Severability. The provisions of this Assignment shall be deemed severable, and the invalidity, illegality, and unenforceability of any provision of this Assignment shall not affect the validity or enforceability of any other provisions. In the event any provision of this Assignment is found to be invalid, illegal, or unenforceable, the parties shall endeavor to modify that provision in a manner which gives effect to the intent of the parties in entering into the Assignment.
Entire*Agreement; Amendments*and*Waivers This Assignment contains the entire agreement among the parties with respect to the transactions contemplated by this Assignment and supersedes all prior agreements or understandings among the parties. No modification, amendment, or waiver of any provision of, or consent required by, this Assignment, nor any consent to any departure herefrom, shall be effective unless it is in writing and signed by the parties hereto. Such modification, amendment, waiver, or consent shall be effective only in the specific instance and for the purpose for which given.
Notice. Any notice or other communication required or permitted under this Agreement shall be given in writing to the receiving party at the address first set forth above, or such other address as the receiving party has specified to the sender, in writing, after the date hereof. Notices shall be deemed to have been given when deposited in the U.S. mail, properly addressed and first class postage prepaid. Notice may also be given by e-mail with confirmation of sending as follows:

Assignee: e-mail address _______________________
Assignor: e-mail address _______________________


Governing*Law.**This Assignment shall be governed by and construed in accordance with the laws of the State of New York, United States of America (without giving effect to any choice or conflict of laws provisions).
Counterparts. This Assignment may be executed in any number of counterparts, and such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement.



I have branding ideas as well as merchandise for the .net (which was going to be on the .com) already in my head and a logo completed. He states he only wants to buy the domain and not the brand.

Thanks all for the help.

instead of worrying about the fine print of his document, I'd just suggest using SEDO.com 's escrow service.

instead of worrying about the fine print of his document, I'd just suggest using SEDO.com 's escrow service.

I am going to list a domain for sale on eBay in a couple of days and will stipulate the transaction be processed by Escrow.com If a sale is handled by an Escrow company, there shouldn't be a need for all that legalese. GL

I don't think anyone can legally enter an agreement for a domain like the one posted above. Domain owners don't have many rights to begin with.

Use sedo or another service, I doubt this guy has an attorney either, not for 1k. Attorney stands to get like half of it, if he/she is reputable.

Wouldn't suggest ebay for this, ebay has changed alot recently and it all favors sellers being ripped off.

I know people that have used sedo asides from using it myself and it's always been pleasant.

Ok here it is (names, addresses changed)


I have branding ideas as well as merchandise for the .net (which was going to be on the .com) already in my head and a logo completed. He states he only wants to buy the domain and not the brand.

Thanks all for the help.

There's nothing abnormal in the contract.

Section 1 states that you're selling the domain free and clear, and that the money will be placed in escrow with the attorney until they have possession of the name.

Section 2 states that both parties will do the work necesarry to transfer the domain (release transfer codes, email necessary info, etc.).

In Section 3 you are agreeing not to register a similar name, try to re register the name, or contest their ownership of the name.
They are stipulating that you have the rights to use the .net, but want first chance to buy it if you sell, and want 20 days notice if that occurs. They also want the right to match any offers that someone makes you for the .net.

Section 4 says that you are stating that you actually own the name, and have the right to sell it.

The rest is pretty standard contract filler.

Hope that helps.

All the manipulations with domain names should be done according to ICAAN regulation rules.

As for your agreement, so just read it... For example, bellow quote confuses me... I doubt that this means you sell only domain name registration. On your place I would ask them to rewrite the agreement and remove all the points that you think are not right.

Assignee all of her rights, title and interest in and to such Domain Name, including the registration thereof in such case free of all liens and encumbrances.

For example, if your domain name contains your brand name, so indefinitely brand name will go to new owner as well as logo with brand name.

He does have a lawyer, I changed the amount as to not give the real amount. They aren't buying the brand, just the .com.