Sale Agreement

DOMAIN NAME PURCHASE AND SALE AGREEMENT
WITH ESCROW INSTRUCTIONS
This Domain Name Purchase and Sale Agreement (this "Agreement") is entered into as
____________ (the "Effective Date"), by and between:
Seller: _______________________ ("Seller")
Buyer: _______________________ ("Buyer")
Seller and Buyer are each referred to herein as a "Party" and collectively as the "Parties". The
escrow services in connection with this Agreement will be provided by Escrow.com
RECITALS
WHEREAS, Seller is the sole and exclusive owner of the domain name(s) identified in Exhibit A
attached hereto (collectively, the "Domain Name"), together with any and all associated
goodwill and intellectual property rights therein; and
WHEREAS, Seller wishes to sell and assign to Buyer, and Buyer wishes to purchase from
Seller, all right, title, and interest in and to the Domain Name on the terms and conditions set
forth herein.
NOW THEREFORE, in consideration of the mutual representations, warranties, covenants, and
agreements set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Purchase and Sale of Domain Name. Subject to the terms and conditions of this
Agreement, Seller hereby sells, assigns, transfers, conveys, and delivers exclusively to Buyer,
free and clear of all liens, charges, restrictions, mortgages, pledges, security interests, and other
encumbrances, and Buyer hereby purchases and acquires from Seller, all right, title, and
interest in and to the Domain Name, including any associated goodwill.

2. Purchase Price and Payment.
(a) Purchase Price. In consideration of the sale of the Domain Name, Buyer agrees to
pay Seller the sum of _________ USD (the "Purchase Price"). The Purchase Price is
payable in full to the Escrow Agent no later than three (3) business days after the
Effective Date.
(b) Escrow Arrangement. Simultaneously with execution of this Agreement, Seller
shall initiate a transaction with the Escrow Agent. The Escrow Agent will hold the
Purchase Price in trust pending completion of the Domain Name transfer. Upon
confirmation by the Escrow Agent that the Domain Name has been transferred to and is
under the control of Buyer (including by verification of the public WHOIS record), the
Escrow Agent shall release the Purchase Price to Seller, less applicable Escrow Agent
fees.
(c) Escrow Fees. Buyer is responsible for all Escrow Agent fees and charges
associated with this transaction, including any wire transfer or outgoing payment fees.
Escrow fees are non-refundable once paid.
(d) Taxes. Each Party is solely responsible for any income, capital gains, sales, use, or
other taxes or governmental levies imposed on such Party in connection with this
transaction. The Escrow Agent bears no responsibility for payment of any tax or levy
arising from this transaction.

3. Domain Name Transfer Procedure.
(a) Transfer Initiation. Upon full execution of this Agreement, Seller shall cooperate
with the Escrow Agent to transfer registration of the Domain Name to the Escrow Agent
to hold in trust pending completion of the transaction, with all WHOIS registration
information updated accordingly.
(b) DNS Administration During Escrow. During the escrow period, Buyer may
instruct the Escrow Agent to make administrative changes to the Domain Name system
(DNS) settings by sending written instructions from Buyer's designated email address to
the Escrow Agent. Administrative changes are typically processed within two (2)
business days. A change in registered ownership may only be effectuated upon payment
of the Purchase Price in full.
(c) Transfer to Buyer. Upon receipt and confirmation of the Purchase Price in full by
the Escrow Agent, Seller shall cause the Domain Name to be transferred to Buyer's
account at a domain name registrar specified by Buyer. Buyer shall confirm receipt of the
Domain Name to Seller and to the Escrow Agent. Escrow Agent shall then release funds
to Seller within one (1) business day of confirmed receipt.
(d) Best Efforts. Each Party shall use its best efforts to take all actions and do all
things reasonably necessary, proper, or advisable under applicable law to consummate
and make effective the transactions contemplated by this Agreement.

4. Representations and Warranties of Seller. Seller hereby represents and warrants to
Buyer as of the Effective Date and as of the closing date as follows:
(a) Ownership. Seller is the sole and exclusive legal and beneficial owner of the
Domain Name and has full right and authority to sell and transfer the Domain Name free
and clear of all liens, encumbrances, security interests, and claims.
(b) No Litigation. There is no action, suit, proceeding, arbitration, or governmental
inquiry pending or, to Seller's knowledge, threatened against either Party relating to the
Domain Name. Seller is not aware of any past or current trademark, copyright, or other
infringement demands, claims, or proceedings related to the Domain Name.
(c) No Conflicts. Neither the execution and delivery of this Agreement nor the transfer
of the Domain Name will conflict with or violate any agreement between Seller and any
third party, or any applicable law, rule, or regulation.
(d) No Claims or Liens. To the best of Seller's knowledge, there are no claims, liens,
or encumbrances on the Domain Name, including any actual or potential tax liabilities
that would encumber the Domain Name.
(e) Authority. Seller has the full right and authority to execute this Agreement and to
consummate the transactions contemplated herein, and has obtained all necessary
internal approvals to do so.

5. Representations and Warranties of Buyer. Buyer hereby represents and warrants to
Seller as of the Effective Date as follows:
(a) Authority. Buyer has the full right and authority to execute this Agreement and to
consummate the transactions contemplated herein, and has obtained all necessary
internal approvals to do so.
(b) No Litigation. There is no action, suit, proceeding, or arbitration pending or, to
Buyer's knowledge, threatened against Buyer that would prevent or materially impair
Buyer's ability to perform its obligations under this Agreement.

6. Disclaimer of Warranties.
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4 ABOVE, SELLER MAKES NO
WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT
NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SELLER MAKES NO
REPRESENTATION OR WARRANTY THAT THE DOMAIN NAME WILL HAVE ANY
PARTICULAR VALUE, WILL MEET BUYER'S REQUIREMENTS OR EXPECTATIONS,
OR THAT THE DOMAIN NAME CAN BE REGISTERED AND USED BY BUYER
WITHOUT INFRINGING THE INTELLECTUAL PROPERTY RIGHTS OF THIRD
PARTIES. BUYER EXPRESSLY AGREES THAT IT IS PURCHASING THE DOMAIN
NAME "AS-IS" AND "WHERE-IS" AND AT BUYER'S SOLE RISK.

7. Brokers. If either Party has engaged a broker or other third party in connection with this
transaction, the Party who retained such third party is solely responsible for that third party's
fees and commissions, and shall indemnify and hold the other Party harmless from any claims
arising from such engagement.

8. Cancellation. If the transaction cannot be completed for any reason, including Buyer's
failure to submit the Purchase Price within the time required or Seller's failure to cooperate with
the transfer, the Escrow Agent may cancel the transaction upon written notice to both Parties. In
such an event, any funds held in escrow will be returned to the remitting Party in accordance
with the Escrow Agent's standard procedures, less any non-refundable fees already incurred.

9. Indemnification. Each Party agrees to indemnify, defend, and hold harmless the other
Party and the Escrow Agent, and their respective officers, directors, employees, and assigns,
from and against any claims, damages, losses, liabilities, costs, and expenses (including
reasonable attorneys' fees) arising from or relating to: (i) that Party's breach of any
representation, warranty, covenant, or obligation under this Agreement; or (ii) that Party's use of
the Domain Name before or after the closing, as applicable.

10. Specific Performance. Each Party acknowledges that a breach of its obligations under
this Agreement would cause irreparable harm to the other Party for which monetary damages
would be an inadequate remedy. In addition to any other remedies available at law or in equity,
each Party shall have the right to seek injunctive relief or specific performance to enforce the
other Party's obligations under this Agreement.

11. Limitation of Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER
PARTY NOR THE ESCROW AGENT SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO
THIS AGREEMENT OR THE TRANSACTION CONTEMPLATED HEREIN, REGARDLESS OF
WHETHER SUCH DAMAGES WERE FORESEEABLE OR A PARTY WAS ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.

12. Notices. All notices, requests, consents, and other communications under this Agreement
shall be in writing and delivered by email (with written confirmation of transmission), hand
delivery, or nationally recognized overnight courier. Notices shall be sent to the addresses set
forth on the signature page below, or to such other addresses as a Party may designate in
writing. Notices are deemed delivered: (i) upon confirmed email transmission; (ii) upon hand
delivery; or (iii) one business day after deposit with an overnight courier.

13. Miscellaneous.

(a) Entire Agreement. This Agreement (including all exhibits) constitutes the entire
agreement of the Parties with respect to the subject matter hereof and supersedes all
prior and contemporaneous oral and written agreements, representations, statements,
and understandings relating thereto.
(b) Non-Assignment. This Agreement shall not be assignable by either Party without
the prior written consent of the other Party. Any purported assignment in violation of this
provision shall be null and void.
(c) Severability. If any provision of this Agreement is held invalid, illegal, or
unenforceable, the remaining provisions shall continue in full force and effect. The
affected provision shall be construed to the minimum extent necessary to make it valid
and enforceable.
(d) Counterparts. This Agreement may be executed in counterparts, and electronic or
facsimile signatures shall be deemed originals for all purposes.
(e) Attorney's Fees. In any legal action, arbitration, or other proceeding brought to
enforce or interpret this Agreement, the prevailing Party shall be entitled to recover its
reasonable attorneys' fees and costs in addition to any other relief awarded.
(f) Governing Law and Jurisdiction. This Agreement is governed by and constructed
in accordance with the laws of the State of Florida, without regard to its conflict of laws
principles. The Parties consent to the exclusive jurisdiction of the courts located in
Florida for resolution of any dispute arising under or in connection with this Agreement.
(g) Amendments. This Agreement may not be amended or modified except by a
written instrument signed by both Parties.
(h) Waiver. No failure or delay by either Party in exercising any right under this
Agreement will operate as a waiver of that right.
(i) Counsel. Each Party acknowledges that it has had the opportunity to consult with
legal counsel prior to entering into this Agreement.
SIGNATURE PAGE
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date
first written above.

SELLER
By: ______________________________
Name: ______________________________
Title: ______________________________
Company: ______________________________
Address: ______________________________
______________________________
Email: ______________________________
Phone: ______________________________
Date: ______________________________
BUYER
By: ______________________________
Name: ______________________________
Address: ______________________________
______________________________
Email: ______________________________
Phone: ______________________________
Date: ______________________________
EXHIBIT A — DOMAIN NAME(S)
The following domain name(s) are the subject of this Agreement:
1. _______________________________________________
2. _______________________________________________
3. _______________________________________________