|
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:____________________________________________________________________ |