WEBSITE ASSET PURCHASE AGREEMENT
This Website Asset
Purchase Agreement (the "Agreement ") is made effective on ____________,
2017 (the “Effective Date”), by and between _____________________,
of _________[address]__________________________
(the "Seller"), and _________________, of _________[address]__________________________ (the
"Buyer ").
1.
PURCHASE
The Seller hereby
sells and transfers to the Buyer any and all of Seller's rights, title and
interest in/to the Website and Internet domain name ___________.com and all of
its respective contents (the "Website "), and any other rights
associated with the Website, including, without limitation, any intellectual
property rights, all logos, customer lists and agreements, social media
accounts, email lists, passwords, usernames and trade names, and other Purchased
Assets more specifically identified on Exhibit "A" hereto.
2.
PAYMENT TERMS
In consideration for
the sale of the Website and Purchased Assets, the Buyer agrees to pay $___________
(the “Purchase Price”) to Seller within ____ days of the Effective Date.
3.
SELLER REPRESENTATIONS
a)
The Seller has all
necessary right, power and authorization to sign and perform all the
obligations under this Agreement.
b)
The Seller has the
exclusive ownership of the Website and there are no current disputes or threat
of disputes with any third party over the proprietary rights to the Website or
any of the Website's content.
c)
The execution and
performance of this Agreement by the Seller will not constitute or result in a
violation of any material agreement to which the Seller is a party.
4.
ADDITIONAL DOCUMENTS
Seller agrees to
cooperate with Buyer and take any and all actions necessary to transfer and
perfect the ownership of the Website registration and hosting from Seller to
Buyer, including providing all necessary passwords and usernames on the closing
date and thereafter.
5.
DISCLAIMER OF WARRANTIES
SELLER HAS MADE NO
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE WEBSITE
OR OTHER PURCHASED ASSETS, INCLUDING ANY WITH RESPECT TO THEIR CONDITION,
MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR FUTURE REVENUE. IN NO EVENT SHALL SELLER’S AGGREGATE
LIABILITY UNDER THIS AGREEMENT EXCEED THE PURCHASE PRICE. NO CLAIM, SUIT OR
ACTION CAN BE BROUGHT AGAINST SELLER AFTER MORE THAN SIX MONTHS FROM THE DATE
THE UNDERLYING CAUSE OF ACTION HAS OCCURRED.
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY
OTHER PERSON FOR ANY INCIDENTIAL, CONSEQUENTIAL OR SPECIAL DAMAGES, HOWEVER
ARISING.
6.
MISCELLANEOUS
This Agreement shall
be governed by and construed in accordance with the laws of the State of _____________. This Agreement constitutes the entire
agreement between the parties. No modification or amendment of this Agreement
shall be effective unless in writing and signed by both parties. This Agreement
replaces any and all prior agreements between the parties.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the Effective Date.
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SELLER:
By:
_______________________________
Name/Title:
_________________________
Date:______________________________
|
BUYER:
By: __________________________________
Name: ________________________________
Date:
_________________________________
|
Exhibit "A"
PURCHASED ASSETS
Domain: ___________.com
Logo
Instagram:
Facebook:
Shopify Website:
_____________________
_____________________
_____________________
_____________________
|
SELLER:
By:
_______________________________
Name/Title:
_________________________
Date:______________________________
|
BUYER:
By: __________________________________
Name: ________________________________
Date:
_________________________________
|
