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Explanatory Notes
Domain Name Assignment
Introduction This Agreement is used for the transfer of a registration of a domain name or domain names. Wording relating to the assignment of the benefit of applications for the registration of domain names has also been included. A domain name registration gives an owner the right to control the details which are recorded against the relevant domain name. The registration is assignable to any third party, subject to any restrictions which may be contained in the registration agreement between the registrant and the registrar. It is important to check with the relevant domain registry whether any restrictions do exist. The Form of the Agreement
Date and parties - The full name of the Assignor and address should be given at the beginning. If the Assignor is a company, then its full company name, its domicile, registered number and its registered office should be given. The word "Assignor" should not be altered. The full name of the Assignee and address should be given. If the Assignee is a company, then its full company name, its domicile, registered number and its registered office should be given. The word "Assignee" should not be altered. Introduction – This section states that the Assignor is the owner of the domain names listed in the schedule. 1. Assignment - This clause contains the provisions confirming that the Assignor will assign the domain names for the price agreed. The price should be included on the agreement. If there are no applications, the wording in the first set of square brackets in clause 1.1 should be deleted. Domain names can be assigned as bare registrations (without goodwill) or with goodwill- if no goodwill is being transferred, then the wording in the second set of square brackets should be deleted. Clause 1.2 confirms that the Assignor has full ownership in respect of the domain names and that is has the right to transfer them and that the domain names are not restricted by any charges, mortgages, or other encumbrances. If no domain names applications are being assigned, then the wording in square brackets should be deleted. Clause 1.3 states that the assignment includes the right for the assignee to take an action against third parties for any infringement of the domain names even if the infringement took place before the date of the Agreement. Clause 1.3.2 states that the assignor will provide assistance in the event that the assignee takes an action against any third parties. If the assignee pays the assignor for costs incurred in respect of such assistance, then the square brackets should be removed. 2. Re-registration with Registrar - This provision confirms that the Assignor will send to the relevant registry at which the domain names are registered, documentation transferring the registration of the domain names from the Assignor to the Assignee within 7 business days from the date of the agreement. 3. Warranties - Warranties are given by the Assignor that the domain names are free from any encumbrances and third party rights and that it has all relevant documentation evidencing its ownership in relation to the domain names and any applications. The assignee should additionally ensure that checks are carried out on the domain names at the relevant registries prior to acquiring such assets. 4. Third parties – This clause states no party other than the Assignor and the Assignee is entitled to take an action under the agreement. 5. Severance – if a court states that any clause in the agreement is unenforceable, then such clause will be struck out of the agreement but the rest of the agreement will remain in force. 6. Amendments – Any amendments to the agreement can only be made if agreed in writing by both the Assignor and the Assignee. 7. Governing Law – This clause is self-explanatory. 8. Service of Process – If any of the parties are foreign companies, a process agent, situated in England, will need to be appointed so that claims, writs or other forms of notice can be served within England.
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