METADATA PROPOSED PURCHASE AGREEMENT

NOTE: Please click here to download this Purchase Agreement as a Microsoft Word document in the event you want to add, change, or delete any provisions.

 

Metadata LLC (hereinafter referred to as “Seller”) is the owner of the domain name identified below. Seller desires to sell all rights, title and interest in such domain name to the Purchaser, and the Purchaser desires to acquire the same rights, title and interest in such domain name from the Seller. Therefore, it is agreed between the parties as follows:

1. The domain name to be transferred from the Seller to the Purchaser is Metadata.com.

2. The Seller agrees to transfer to the Purchaser all right, title and interest in and to the identified domain name, including any trademark rights associated with the domain name itself and all Internet traffic to the domain name. Seller further agrees that following the transfer of the domain name to Buyer, Seller will not challenge buyer’s right to use the domain name.

3. As consideration for the sale of the domain name, the Purchaser shall pay to the Seller the US dollar ($) amount of __________________. This sum shall be paid to a third party escrow held by the Waller Law Firm, Nashville, Tennessee, or such other escrow agent mutually agreed by the parties to this agreement ("Escrow Agent"), within five (5) business days from the date this Agreement becomes effective. In the event that payment is not received in a timely manner, this Agreement may be cancelled by the Seller at the Seller’s sole discretion.

4. After notification from the escrow agent that funds have been received from the Purchaser, the Seller will within five (5) business days take the necessary actions required to transfer the registered ownership of the Domain Name to Purchaser. Promptly upon completion of the transfer, Escrow Agent shall releaase all funds held in escrow to Seller.

5. Nothing in this Agreement shall be construed to in any way limit the right of the Seller to purchase, own, create and/or maintain another Website. The Seller also agrees not to use the word “metadata” or any derivative thereof in any domain name which the Seller purchases owns, creates or maintains.

6. This Agreement states the entire agreement between the parties concerning the purchase and sale of the identified domain name and supersedes any prior agreements, understandings, or representations with respect thereto. Any addition or modification to this Agreement must be made in writing and signed by authorized representatives of both parties. This Agreement is made under and shall be construed according to the laws of the State of Delaware, U.S.A. In the event that this agreement is breached, any and all disputes must be settled in a court of competent jurisdiction in the State of Delaware, U.S.A.

7. If any of the provisions of this Agreement are found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision(s) shall be deemed modified to the limited extent required to permit enforcement of the Agreement as a whole.

8. The effective date of this Agreement shall be the date signed by the parties. If the parties sign on different dates, the effective date shall be the date of the last signature.

WHEREFORE, the parties acknowledge that they have read and understand this Agreement and voluntarily accept the duties and obligations set forth herein.

 

SELLER:

Name (Print or Type):______________________________________________________

Email:___________________________________________________________________

Phone:__________________________________________________________________

Company:________________________________________________________________

Title:____________________________________________________________________

Address:_________________________________________________________________

City, State/Province, Postal Code & Country ____________________________________

Signature:________________________________________________________________

Date:____________________________________________________________________

 

PURCHASER:

Name (Print or Type):______________________________________________________

Email:___________________________________________________________________

Phone:__________________________________________________________________

Company:________________________________________________________________

Title:____________________________________________________________________

Address:_________________________________________________________________

City, State/Province, Postal Code & Country ____________________________________

Signature:________________________________________________________________

Date:____________________________________________________________________