270 Legal [Sample Agreements]

DOMAIN NAME PURCHASE AGREEMENT

This DOMAIN NAME PURCHASE AGREEMENT (“Agreement”), dated as of June 15, 2007 (the “Effective Date”), is entered into by and between Tucows.com Co, a Nova Scotia corporation, Tucows Domain Holdings Co., a Nova Scotia corporation, and Mailbank Nova Scotia Co., a Nova Scotia corporation, each having its principal address at 96 Mowat Avenue, Toronto, ON, M6K 3M1, Canada, and their respective affiliates (collectively the “Seller”), and Internet REIT, Inc., a Delaware corporation having an office and place of business at 1233 West Loop South, Ste 1400, Houston, TX 77027 (“Buyer”).

WHEREAS, Seller owns the domain names set forth on Exhibit A (the “Domain Names”); and

WHEREAS, Buyer wishes to purchase the Domain Names and all related rights thereto;

THEREFORE, the parties agree as follows:

SECTION 1. SALE OF DOMAIN NAMES

1.1 Transfer of Domain Names, Websites and Related Rights. The Seller hereby sells, assigns and transfers to Buyer all rights, title and interests in and to (a) the Domain Names; and (b) all Intellectual Property, and the goodwill associated therewith, in the Domain Names in any form, language, style or manner, subject to the terms of this Agreement. For the purpose of this Agreement, “Intellectual Property” means all inventions, discoveries, trademarks, patents, trade names, copyrights, moral rights, know-how, intellectual property, reports and other confidential information, licenses, developments, and similar intangible property rights, whether or not patentable or copyrightable (or otherwise subject to legally enforceable restrictions or protections against unauthorized third party usage), and any and all applications for, registrations of, and extensions, divisions, renewals and reissuances of, any of the foregoing, and the rights therein.

1.2 Closing Process. Immediately upon the Effective Date, Seller will transfer the Domain Names into Buyer’s reseller account at the Seller’s registrar located at resellers.tucows.com, and lock the Domain Names to prevent further transfer. Buyer will thereafter wire the Upfront Payment (as defined below) amount to Seller. Upon confirmation of wire receipt by Seller, Seller will unlock the Domain Names and fully cooperate with any transfer requests made by Buyer or by any registrar appointed by Buyer to act on its behalf.

1.3 Cooperation. Each Party will execute in a timely manner such documents and take all appropriate and reasonable actions as the other may request necessary to transfer of the Domain Names to Buyer and to enable Buyer to obtain and enforce proper protection of the Domain Names in all jurisdictions throughout the world, including without limitation the execution and delivery of a name change registration agreement or other electronic forms required by the proper domain name registrar(s). Upon the execution of this Agreement, the parties will promptly initiate such transfer efforts with the proper domain name registrar(s). Each Party will cooperate fully with the other to effectuate the transfer of the Domain Names and will fully perform all of its covenants contained in this Agreement. Each Party will fully cooperate with the other during any audit or other accounting under this Agreement.

1.4 Payment. In consideration for the sale of the Domain Names and the Intellectual Property, Buyer hereby agrees to pay to the Seller the following amounts : (a) on the date of this Agreement and, subject to compliance of Seller’s obligations set forth in Section 1 hereto, Three Million Dollars (US $3,000,000.00) (the “Upfront Payment”) plus (b) the amount which results in the Holdback Payment (as defined and calculated in Exhibit B herein), which shall be payable on the date which is 368 days from the Effective Date of this Agreement. The Upfront Payment plus the Holdback Payment shall mean, together, the Purchase Price.
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