270 Legal [Sample Agreements]

Domain Name Purchase and Transfer Agreement

270Legal — Fri, 17 Apr 2009 04:13:37 +0000

Assignment and Transfer. Seller hereby irrevocably sells, assigns, and transfers to Purchaser all of Seller’s and its Affiliates’ rights, title, and interest in and to the Domain Name, the look and feel of the website associated with the Domain Name (the “Website”), and any goodwill associated therewith (the Domain Name, the Website, and any goodwill associated therewith shall hereinafter collectively be referred to as the “Domain Name”). Purchaser hereby accepts such assignment and transfer. Seller hereby irrevocably consents and authorizes the Registrar to transfer this Domain Name to Purchaser in accordance with the regular transfer procedures of Registrar, which are set forth on Exhibit A attached hereto.

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See the complete Domain Name Purchase and Transfer Agreement.

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270 Legal News and Updates for 2009-04-06

270Legal — Tue, 07 Apr 2009 03:59:59 +0000

Heb de promosite van halveflesjes.nl aangepast. Kost wat moeite, maar nu tweets ook live daarop te lezen. #

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270 Legal News and Updates for 2009-04-05

270Legal — Mon, 06 Apr 2009 03:59:59 +0000

Bezig met de http://halveflesjes.nl promowebsite. Overweeg om wat meer met twitter te doen daar… #
@allthesepieces Hello, no clue what is happening… Just send a tweet now and then. What do you mean by ‘updates appearing on my page’? #

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270 Legal News and Updates for 2009-04-01

270Legal — Thu, 02 Apr 2009 03:59:59 +0000

Just added myself to the http://wefollow.com twitter directory under: #wijn #wine #
@ElroBe #Poland #correspondent #journalist Halveflesjes ook toegevoegd aan wefollow.com onder #wijn en #wine. Nog een tip voor derde tag? #

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Trademark Application Flowchart

270Legal — Tue, 21 Oct 2008 03:16:46 +0000

Here’s a nice flowchart [pdf] regarding the process of registering a trademark with the United States Patent and Trademark Office.

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Google’s list of subsidiaries

270Legal — Sat, 27 Sep 2008 04:10:29 +0000

Ever wonder who Google’s subsidiaries are? Well wonder no further. Here’s a link to the list of Google subsidiaries.

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Products and Services Agreement

270Legal — Fri, 26 Sep 2008 04:05:09 +0000

7. Limitation of Liability.
7.1. Limitation. SUBJECT TO SECTION 7.2, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOST REVENUE OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT OR TORT (INCLUDING PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE), AND WHETHER OR NOT SUCH PARTY WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN. SUBJECT TO SECTION 7.2, IN NO EVENT SHALL EITHER PARTY’S LIABILITY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT (WHEN AGGREGATED WITH THAT PARTY’S LIABILITY FOR ALL OTHER CLAIMS ARISING OUT OF THIS AGREEMENT) EXCEED [*****].
7.2. Exclusions from Limitations. Unless and then only to the extent this Agreement expressly states otherwise, nothing in this Agreement shall exclude or limit either party’s liability for: (a) breaches of the exclusivity obligations contained in Section 16 of Rider A, Section 5.3 of Rider C, Section 3 of Rider D, Section 3 of Rider E, and Section 6.1 of Rider G, provided that in no event will Customer’s liability for breaches of these exclusivity obligations collectively exceed [*****]; (b) breaches of any confidentiality obligations contained in this Agreement; (c) infringement or misappropriation of the other party’s Intellectual Property Rights; (d) Customer’s breach of Section 3.5 (Subscriber License Agreement) of Rider C or Section 4.5(d) of Rider G); and (e) any amounts payable to third parties pursuant to the parties’ indemnification obligations hereunder; provided, however, [*****]; provided further, [*****].
7.3. Allocation of Risk. The parties agree that the mutual agreements made in this Section 7 reflect a reasonable allocation of risk, and that each party would not enter into the Agreement without these limitations on liability.
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Link to the complete Products and Services Agreement

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Asset Purchase Agreement

270Legal — Thu, 25 Sep 2008 04:05:07 +0000

19 INFORMATION AND FURTHER ASSURANCE

19.1 Except as required by law or any regulatory body, the Sellers and the Buyer shall keep confidential this Agreement and its terms and conditions and shall not disclose the same to any third party without the prior written consent of the other party.

19.2 The Sellers shall use all reasonable endeavours to procure that the Buyer, its agents, representatives, accountants and solicitors are given promptly on request on and after Completion all such information regarding the Business and the Assets as the Buyer reasonably requires.

19.3 Each party will at its own expense and following a request by the other:
(a) execute any document and do any thing; and

(b) use reasonable endeavours to procure that a third party executes any document and does any thing,
reasonably necessary to give the relevant party the full benefit of this Agreement and to perfect the transaction intended to be effected pursuant to this Agreement (save that this shall not include the payment by either of the Sellers for any fees payable to a counter party to a Business Contract required by that counter party.
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19.4 If within nine months of Completion the Buyer becomes aware of the existence of any Non-Transferred Assets, it may give written notice to the Seller of the same identifying, with such detail as is then available to the Buyer, each Non-Transferred Asset. Promptly following receipt of such written notice the Sellers shall enter into discussions with the Buyer in good faith for the transfer of or the making available of each Non-Transferred Asset on such terms and for a consideration of such sum as the parties may agree.

19.5 Without limiting Clause 19.3, each Seller shall, if so requested by the Buyer, assign to the Buyer such manufacturers’ guarantees and warranties relating to the Assets as may be in force at Completion insofar as the same are capable of assignment and including (for the avoidance of doubt) the Collateral Warranties and the benefit of all other claims against third parties relating to any of the Assets (including, without limitation, any claim for breach of warranty or representation and return rights for Non-Direct Stock). To the extent that the same are not capable of assignment the Sellers shall hold the benefit on trust for the Buyer and shall take such action as the Buyer may from time to time direct at the expense of the Buyer.

19.6 Each party undertakes to indemnify (and the Buyer undertakes to indemnify in respect of documents to be entered into by Tesco Stores Limited) the other parties against any loss, expense or damage which it may suffer as a result of any transaction document to be entered into and delivered to it pursuant to Clause 5 (Completion ) being unauthorised or for execution and implementation pursuant to the relevant party’s articles of association or other constitutional documents;

19.7 The UK Seller shall after Completion retain the Retained Business Records for a minimum of six years and shall during such period give to the Buyer and its representatives reasonable facilities to inspect the Retained Business Records and to take copies and extracts so far as they relate to the Business at all reasonable times and on reasonable advance notice, save that in the event the UK Seller is to be wound-up and dissolved, the UK Seller shall notify the Buyer in advance and shall on request and at the Buyer’s expense, provide the Buyer with copies of the Retained Business Records.

19.8 The Sellers shall procure that all notices, correspondence, information, orders or inquiries relating to the Business or the Assets (including, without limitation, the Properties) which are received by either Seller or any member of the Sellers’ Group on or after Completion shall be immediately passed to the Buyer.

19.9 At any time after Completion and upon reasonable request from time to time the Buyer shall provide, or procure to be provided, to the Sellers (at the Sellers’ expense), all information relating to the Business relating to the period up to Completion and which is in its possession or under its control.
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Link to the complete Asset Purchase Agreement

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Employment Agreement

270Legal — Mon, 08 Sep 2008 03:39:15 +0000

If Employee desires to terminate Employee’s employment under this Agreement pursuant to this Section, Employee must, within one year after the Change in Control of Employer provide Employer with a written notice of the termination. Such notice shall include the proposed termination date of Employee’s employment under this Agreement, which must be ninety (90) days from the date of the notice. Upon receipt of such notice from Employee, Employer may, at its option, require Employee to terminate employment at any time in advance of the expiration of such ninety (90) day period. The termination date under this Section 4.8 shall be the date specified by Employer, but in no event more than ninety (90) days after Employer’s receipt of notice from Employee as contemplated by this Section 4.8. If (i) Employee terminates Employee’s employment under this Agreement pursuant to this Section 4.8, or (ii) Employer terminates Employee’s employment under this Agreement for any reason within twenty-four (24) months after a Change in Control of Employer, then Employee shall be entitled to compensation and/or benefits in accordance with, and subject to, the provisions of Section 5.7 hereof, but shall not be entitled to compensation under any other subsection of Section 5 hereof.
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Here’s the complete Employment Agreement

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By-Laws of a Colorado Corporation

270Legal — Sun, 07 Sep 2008 03:34:05 +0000

Section 1.
General Powers. The business and affairs of this corporation and the management thereof shall be vested in a Board of Directors consisting of not less than one (1) nor more than ten (10) members.

Section 2.
Number and qualification. The number of directors of this corporation shall be not less than one (1) and not more than ten (10). The number of directors may be increased or decreased from time to time within the limits stated above by the action of the majority or the whole Board of Directors. Directors shall be elected for a term of one (1) year and shall serve until the election and qualification of their successors, unless they sooner resign. At the first annual meeting of the stockholders and at each annual meeting thereafter, the stockholders shall so elect directors to hold office until the next succeeding annual meeting. The directors need not be residents of the State of Colorado or stockholders of the corporation.

Section 3.
Executive Committee. The Board of Directors by resolution passed by a majority of the whole Board may designate two or more of their number to constitute an executive committee, which shall have and exercise, subject to limitations, if any, as may be prescribed herein or by resolution of the Board of Directors, the powers of the Board of Directors and the management of the business and affairs of the corporation; provided such executive committee shall act only at such times as the Board of Directors is not in session and in no event to the exclusion of the Board of Directors at any time to act as a Board upon any business of the corporation.
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Click for the complete By-Laws

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