270 Legal [Sample Agreements]

TRADEMARK AND DOMAIN NAME PURCHASE AGREEMENT

THIS TRADEMARK AND DOMAIN NAME PURCHASE AGREEMENT (“Agreement”), effective as of 14, November, 2005, is by and among Payment Data Systems, Inc., a Nevada corporation, and Bills.com, Inc., a Delaware corporation, each having a principal place of business at 12500 San Pedro, San Antonio, Texas 78216 (hereinafter together referred as “Seller”) and Alivio Holdings, LLC, a Delaware limited liability company, having a principal place of business at 1875 South Grant Street, Suite 400, San Mateo, California 94402 (“Buyer”) (together, Buyer and Seller shall hereinafter be identified as the “Parties” or individually as a “Party”).

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NOW, THEREFORE, in consideration of the foregoing and the mutual promises and consideration hereinafter set forth, the Parties agree as follows:

1. As used in this Agreement the following terms shall have the following meanings:

(a) “Acquired Assets” shall mean the Domain Name, Intellectual Property Rights and the Mark.

(b) “Domain Name” shall mean the domain address www.bills.com that is registered with Network Solutions, LLC in the United States and all applicable foreign jurisdictions. The Domain Name does not include any web pages, computer software, copyrights, patent rights, trade secrets, or other assets of Seller that may be or may have been associated with the Domain Name.

(c) “Intellectual Property Rights” shall mean any trademark, right of trademark registration or re-registration, common law trademark right and goodwill associated with the Mark and the Domain Name, whether in the United States or any foreign jurisdiction, including, but not limited to, the Mark. The Intellectual Property Rights do not include any web pages, computer software, copyrights, patent rights, trade secrets, or other assets of Seller that may be or may have been associated with the Mark or the Domain Name.

2. At the Closing (as hereinafter defined) Seller will assign to Buyer all of Seller’s right, title and interest throughout the world in and to the Mark (including, without limitation, U.S. Trademark Registration No. 2568868 and U.S. Trademark Registration No 2555338, collectively the “Trademark Registrations”), together with the goodwill of Seller connected with and symbolized by the Mark, and together with all claims for past infringement(s) of the Mark including, without limitation, the right to sue for, collect, and recover damages and profits for the same. Buyer specifically acknowledges that all assets of Seller other than the Acquired Assets including, but not limited to, the CLICK YOUR BILLS GOODBYE mark and U.S. Trademark Registration No. 2,539,815 associated therewith, are expressly excluded from this Agreement and shall remain the sole property of Seller.

3. Buyer shall deliver to Seller, on the Closing Date (as hereinafter defined), the sum of nine hundred fifty thousand dollars ($950,000) in the form of wire transfer of immediately available funds.

4. At the Closing, Seller will (a) execute and deliver a trademark assignment in the form attached hereto as Appendix A, along with Seller’s complete application and registration files for the Mark and (b) execute and deliver to Buyer a signed, dated, and fully notarized original Registrant Name Change Agreement in a form acceptable to Go Daddy Software, Inc. or allow for the successful domain transfer through the interNIC system, transferring to Buyer the entire right, title, and interest in and to the Domain Name.

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