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TEMPLATE-Domain Name Assignment Agreement

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zaka0303
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93 views

TEMPLATE-Domain Name Assignment Agreement

Uploaded by

zaka0303
Copyright
© © All Rights Reserved
Available Formats
Download as PDF, TXT or read online on Scribd
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Domain Name Assignment Agreement

This DOMAIN NAME TRANSFER AGREEMENT (“Agreement”) is made and effective on 30th
October 2022 (“Effective Date”)
BY
CUTLERY EMPORIUM PRIVATE LIMITED, with its primary place of business located at
……………………………… (hereinafter referred to as the “Transferor”)
AND
SARIVA MARKETPLACE, with its primary place of business located at ………………………………
(hereinafter referred to as the “Transferee”)

WHEREAS, the Transferor is the current registrant and legal owner and holder of the domain
name www.dining.com (the "Domain Name");

WHEREAS, the Transferee is desirous of acquiring all the Transferor's rights, title, and interest
in and to the Domain Name;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:

1. TRANSFER OF DOMAIN NAME:

Subject to the terms and conditions of this Agreement, the Transferor agrees to transfer to
the Transferee all rights, title, and interest in and to the Domain Name. Correct.

2. CONSIDERATION:

In consideration for the transfer of the Domain Name, the Transferee agrees to pay the
Transferor a transfer fee of ……………………...(in words) (“Consideration”) Correct.

3. CONDITIONS PRECEDENT TO TRANSFER:

a. The Transferee shall pay the consideration within 5 (Five) banking working days from
the execution of this Agreement. The Transferee shall deposit the Consideration in an
Escrow Account (“ Escrow Account”)specifically opened to effectuate this transfer.
Both the parties must comply with the terms & conditions of the Escrow Account laid
down by the Bank (“Bank”) of that Escrow Account and execute all the relevant
documents as may be prescribed by the Bank
b. In the event, the Transferee fails to transfer the consideration into this Escrow
Account, this agreement shall be terminated by the Transferor by sending written
notice to the Transferee.
c. Within 3 (Three) working days, from the receipt of confirmation of deposit of
Consideration by the Transferee into the Escrow Account, the Transferor shall execute
all the documents, forms, papers and authority forms that are necessary to transfer
the ownership and control of the domain name from its domain registry in favour of
the Transferee.
d. The transfer will be complete when the transferee will be in full control of the domain
name, technical control, administrative control and owner’s name changed in the
domain registry in the name of the transferee
e. The Transferor if fails to transfer the complete control of the domain name to the
Transferee within 7 (seven) working days from the receipt of confirmation from the
Escrow Account, then the amount will not be transferred to the Transferor and this
agreement will stand terminated. The interest, costs, expenses related to this Escrow
Account will be borne by the Transferor. Correct.

RESTRICTIONS:

The Transferor shall restrict and shall not register any website similar or confusing or identical
to the domain name transferred to the Transferee in the future.

Correct. Good attempt.

REPRESENTATIONS AND WARRANTIES:

The Transferor represents and warrants that it is the legal owner of the Domain Name and
that it has full authority and rights to transfer the Domain Name. The Transferee
acknowledges and accepts the Domain Name 'as is'.

You need to include the following sub-clauses-

Cutlery Emporium Pvt. Ltd. represents and warrants that:

a. It is the sole owner of the domain name and that at the date of this Agreement there are
no outstanding registration, renewal or other fees otherwise payable by the (Cutlery
Emporium Pvt. Ltd.) to Nominet in respect of the Domain Name.

b. It has not signed another agreement or granted or conferred upon any person any right,
licence or authority to use or exploit the Domain Name, the Sub-Directories or the trade name
by way of security, charges or licences.

4. INDEMNIFICATION:

Each party shall indemnify and hold harmless the other party against any and all claims,
damages, liabilities, costs and expenses arising out of the breach of any covenant or warranty
of this Agreement. Correct.

You need to include a separate clause(s)-


a) Cutlery to cease and desist from using a confusingly similar domain name within 60
days of the execution of the signed agreement.
b) Cutlery Emporium Pvt. Ltd. warrants that it has not registered or applied to register the
Domain Name (dining.com) or any substantially or confusingly similar name as a trade
or service mark (whether registered or unregistered) or as part of a domain name in any
other part of the World;

5. GOVERNING LAW:

This Agreement shall be governed by and construed in accordance with the laws of ……………..

Any legal action or proceeding arising out of or in connection with this Agreement shall be
brought exclusively in the courts of ………………………... Correct.

6. BINDING EFFECT:

This Agreement shall be binding upon and inure to the benefit of each of the parties and their
respective legal representatives, successors and permitted assigns. Correct.

7. ENTIRE AGREEMENT:

This Agreement constitutes the entire agreement of the parties with respect to the subject
matter hereof and supersedes all prior discussions, negotiations and agreements, whether
oral or written, between them. Correct.

8. NOTICES:

All notices under this Agreement shall be sufficient if delivered in writing to the addresses
provided by the Parties.

IN WITNESS WHEREOF, the Parties have executed this Domain Name Transfer Agreement on
the dates set forth first above, with full knowledge of its content and significance and
intending to be legally bound by the terms hereof. Correct.

TRANSFEROR TRANSFEREE

_____________________________ _____________________________
Signed (signature) Signed (signature)

_____________________________ _____________________________
Print Name Print Name

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