DOMAIN NAME ASSIGNMENT AGREEMENT

This Domain Assignment Agreement (hereinafter referred to as the “Agreement”) is made on [INSERT DATE ON WHICH AGREEMENT COMES INTO FORCE] (hereinafter referred to as the “Effective Date”) between:

[INSERT NAME OF THE ASSIGNOR], having registered office at [INSERT ADDRESS OF THE ASSIGNOR] (hereinafter referred to as the “Assignor” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); and 

[INSERT NAME OF THE ASSIGNEE], having registered office at [INSERT ADDRESS OF THE ASSIGNEE] (hereinafter referred to as the “Assignee” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns).

The “Assignor” and the “Assignee” together shall be referred to as “Parties” and individually as a “Party”.

WHEREAS

1. The assignor is the sole owner of the Domain [INSERT THE DOMAIN NAME] and hereby agrees to transfer all the rights, title and interest to the assignee in respect of the said Domain.
2. The assignor has full right, absolute power and lawful authority to sell, assign and convey the same in the manner herein set forth;
3. The assignee hereby agrees and desires to accept the said Domain Name from the assignor in accordance with the set terms of this agreement
4. The Assignor and Assignee mutually agree to the terms and conditions outlined in this Agreement, which governs the working relationship between the parties.
5. The parties are duly authorized and have the capacity to enter into this agreement.
6. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. DEFINITIONS
   1. “Assignor” shall mean an individual or an entity that owns the said Domain Name and agrees to assign the Domain Name to the assignee.
   2. “Assignee” shall mean an individual or an entity that is entering into this agreement for the acquisition of the Domain Name from the assignor.
   3. “Domain” refers to a unique address used to access websites or resources online.
   4. “Confidential Information" means any non-public information, data, documentation, trade secrets, know-how, or any other information disclosed by one party to the other party in connection with this agreement , whether in written, oral, electronic, or any other form, and identified as confidential or which the Parties should reasonably understand to be confidential.
   5. “Intellectual Property” refers to any Patents, service marks trade names, Copyright, trade secrets, know-how or other intellectual property rights related to the Domain.
2. DOMAIN NAME ASSIGNMENT
   1. Assignor hereby transfers and assigns to Assignee all rights, title, interest and goodwill in or associated with the Domain together with any registered or unregistered trademarks, service marks, copyrights or other intellectual property or proprietary right based in any way or related to the domain.
   2. The Assignor agrees to transfer to the Assignee all sub-domains and related URLs domain email extension, account login details for access to domain registry and G-Suit Google Account and all Internet traffic to the domain name.
   3. Assignor agrees to cooperate with the Assignee to follow the required procedure to assign the Domain to the Assignee in order to effectuate the transfer of the Domain Registration in a timely manner. Assignor agrees to prepare to transmit the necessary domain registry registration deletion template and to correspond with the domain registry to authorize the domain transfer.
3. TERM
   1. This Agreement shall commence on the effective date of [INSERT DATE OF AGREEMENT] and continue for [INSERT TERM PERIOD OF AGREEMENT IN DAYS/MONTHS/YEARS] as agreed by the parties. The Agreement may be terminated earlier in accordance with the termination provisions set forth herein, including termination upon mutual written consent or any other conditions specified within the Agreement that allow for early termination.
4. CONSIDERATION
   1. The Assignee agrees to pay Assignor the sum of [INSERT THE AMOUNT TO BE PAID TO ASSIGNOR], payable via [INSERT MODE OF PAYMENT OF CONSIDERATION] upon execution of this agreement.
   2. The Assignee shall pay the amount in one-time full payment as agreed upon by the parties.
   3. If this Agreement is terminated before completion of the transfer, Assignor shall refund any payments received from Assignee, and neither party shall have any further obligations under this Agreement, except those that by their nature survive termination.
5. EFFECTUATE TRANSFER
   1. Assignor agrees to cooperate with Assignee and to follow Assignee’s instruction in order to effectuate the transfer of the Domain Name registration in a timely manner. Specifically, Assignor agrees to prepare to transmit the necessary [NAME OF THE DOMAIN REGISTRY] registration deletion template and/or to correspond with [NAME OF THE DOMAIN REGISTRY] to authorize transfer of the Domain Name.
6. REPRESENTATION AND WARRANTIES
   1. Assignor represents and warrants that it is the sole legal and beneficial owner of the Domain Name to Assignee as contemplated in this Agreement. Assignor further warrants that it has not transferred or assigned any rights or interests in the Domain Name to any third party and intellectual property associated with it and has full power, authority, and legal right to assign the Domain Name to Assignee as contemplated in this Agreement. Assignor further warrants that it has not transferred or assigned any rights or interests in the Domain Name to any third party.
   2.  Assignor represents and warrants that, to the best of its knowledge, the Domain Name is/are valid and subsisting, and its/their use and registration do not infringe upon the intellectual property rights of any third party. Assignor further represents that there are no pending or threatened claims, actions, or proceedings challenging the validity, ownership, or enforceability of the Domain Name.
   3. Assignor represents and warrants that it has not authorized, assigned, licensed, or granted permission to any third party to use or register Domain Name of the assignor in any jurisdiction.
   4. Assignor represents and warrants that it has duly maintained and complied with all legal requirements and formalities necessary to establish, maintain, and protect its rights in the Domain Name to the Effective Date of this Agreement.
   5. Assignee represents and warrants that it is a legal entity duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or formation. Assignee further warrants that it has full power, authority, and legal capacity to enter into this Agreement and to perform its obligations hereunder
   6. Assignee represents and warrants that it shall use and the assigned Domain Name of the assignor in a manner consistent with applicable laws and regulations. Assignee agrees to take all reasonable measures to protect and maintain the validity and enforceability of the assigned Domain Name during the term of this Agreement.
7. OWNERSHIP
   1. Assignor hereby transfers and assigns to Assignee all rights, title, interest and goodwill in or associated with the Domain together with any registered or unregistered trademarks, service marks, copyrights or other intellectual property or proprietary right based in any way or related to the domain.
   2. The Assignor agrees to transfer to the Assignee all sub-domains and related URLs domain email extension, account login details for access to domain registry and G-Suit Google Account and all Internet traffic to the domain name.
8. CONFIDENTIALITY
   1. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without either Party’s breach of any obligation owed to the other Party; (ii) was independently developed by a Party without other Party's breach of any obligation owed to that Party; or (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Party.
   2. During and after the term of this Agreement, Parties will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Parties will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the other Party, or (ii)  disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the other Party.
   3. Parties agree to protect the confidentiality of the Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall the Parties exercise less than reasonable care in protecting such Confidential Information.
   4. The Parties shall not use any confidential information directly or indirectly to procure a commercial advantage over the other Party or otherwise use any designs, ideas or concepts created by or belonging to the other Party without the express written consent of the other Party.
9. INTELLECTUAL PROPERTY RIGHTS
   1. Assignor represents and warrants that it is the sole owner of all intellectual property rights associated with the Domain Name, including but not limited to trademarks, copyrights, and any related branding elements.
   2. As part of the domain name assignment, Assignor hereby irrevocably assigns, transfers, and conveys to Assignee any and all intellectual property rights, goodwill, and other proprietary interests associated with the Domain Name.
   3. Assignor warrants that the transfer of the Domain Name and any associated intellectual property does not infringe upon the intellectual property rights of any third party.
   4. Assignor agrees to execute and deliver any additional documents and take any further actions necessary to fully effectuate the transfer of intellectual property rights to Assignee.
10. TERMINATION
    1. Either party may terminate this Agreement for material breach on[INSERT THE NUMBER OF DAYS FOR NOTICE OF TERMINATION]days' written notice with opportunity to cure; provided termination will become effective immediately upon such notice, without opportunity to cure, if:
       1. this Agreement provides a specific date or period for performance of the obligation breached; or
       2. The injury caused by the breach is of a type that cannot be materially reduced by the breaching party during the cure period.
    2. Upon expiration or termination of this Agreement, all rights and obligations of the parties shall immediately cease, except for those obligations that have accrued prior to the effective date of termination. Specifically, any outstanding payment obligations, as well as any liabilities or breaches incurred before termination, shall remain fully enforceable. No new rights or obligations shall arise or be enforceable following termination, except for those expressly provided to survive termination within this Agreement.
    3. If this Agreement is terminated in accordance with its termination provisions, it shall become null and void and have no further force or effect, except that the Parties shall continue to be bound by its provisions regarding confidentiality and restrictions on announcements, indemnification, confidentiality, non-solicitation, non-disparagement, notices, miscellaneous matters, and governing law and dispute resolution. Nothing in this clause shall release any Party from any liability for any breach of this Agreement occurring prior to the effective date of such termination.
11. INDEMNIFICATION
    1. Any material breach of this Agreement, or the negligence or willful misconduct of either party, the other party shall indemnify the other party and hold the other party harmless from and against any judgment, damage, liability, or expenses, including reasonable attorney’s fees, arising out of any claim with respect to the breach or alleged breach of such warranty of this agreement or such negligence or willful misconduct; provided that the other party shall have had sole control of the defense of any such action and all negotiations for its settlement or compromise; and, provided further, that no cost or expense shall be incurred for the account of the other party without its prior written consent.
12. DISPUTE RESOLUTION
    1. The Parties shall endeavor to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
    2. All disputes arising under this agreement shall be governed by and interpreted in accordance with the Arbitration laws of [INSERT COUNTRY/STATE OF ARBITRATION] , without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this Agreement to Arbitration in [INSERT COUNTRY/STATE OF ARBITRATION] before a single arbitrator. The arbitrator shall be selected by mutual agreement of the parties. The venue of Arbitration proceedings shall be [INSERT NAME OF COUNTRY AND CITY WHERE ARBITRATION SHALL BE CONDUCTED] No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. The decision of the Arbitrator shall be final and binding upon the parties.
13. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT APPLICABLE STATE/COUNTRY].
    2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
       1. By direct negotiations between the Assignor and Assignee. 
       2. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE PLACE WHICH SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF DISPUTE BETWEEN THE PARTIES] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
14. FORCE MAJEURE
    1. Neither party shall be held liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters (e.g., floods, earthquakes, hurricanes), war, terrorism, riots, labor strikes, governmental actions, epidemics or pandemics, power outages, or other similar events ("Force Majeure Events").The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure Event, providing reasonable details of the event, its expected duration, and the steps being taken to mitigate its impact. Failure to provide timely notice may result in the affected party forfeiting its rights under this clause. If a Force Majeure Event continues for a period exceeding [INSERT THE NUMBER OF DAYS CONSTITUTING PERIOD EXCEEDING WHICH, IF THE FORCE MAJEURE CONTINUES, EITHER PARTY MAY TERMINATE THE AGREEMENT] days, either party may terminate this Agreement upon written notice to the other party without further liability, except for obligations accrued prior to the Force Majeure Event.
15. DATA PROTECTION
    1. Both Parties agree to comply with all applicable data protection laws and regulations in connection with the processing of personal data under this Agreement, including any highly sensitive personal information. Personal data shall be collected, processed, and stored lawfully, fairly, and transparently for specific and legitimate purposes. Each Party shall implement appropriate technical and organizational measures to protect personal data from unauthorized access, disclosure, alteration, or destruction. Data transfers across jurisdictions shall only occur in compliance with legally recognized mechanisms.
    2. In the event of any actual or suspected data breach affecting Customer data, including highly sensitive personal information, the Service Provider shall promptly notify the Customer in writing and provide all reasonable assistance to mitigate risks and comply with applicable breach notification requirements. Each Party shall ensure that data subjects can exercise their rights regarding access, rectification, erasure, restriction of processing, and objection to automated decision-making. Any third-party processing must be governed by a legally binding agreement ensuring compliance with applicable laws. Upon termination of this Agreement, personal data shall be securely deleted unless legal obligations require retention. This clause shall be governed by applicable data protection laws, and disputes shall be resolved in accordance with those regulations.
16. NON- DISPARAGEMENT
    1. The Parties agree that neither they nor any of their representatives, agents, employees, or affiliates shall, directly or indirectly, make or publish any statements, comments, or communications, whether orally, in writing, or electronically, including through any channel such as social media platforms, websites, forums, or other public or private means, that disparage, defame, or negatively portray the other Party, its business, products, services, employees, or reputation.
    2. This clause does not prohibit a Party from making truthful statements when required by law, regulation, or valid court order, provided the Party uses reasonable efforts to provide prior notice to the other Party, to the extent permitted by law.
17. NOTICES
    1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] Business Days after such notice is mailed during normal postal conditions. In the event of a postal disruption, any notice mailed will be deemed received on the [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] Business Day following resumption of regular postal service:
       1. If to the Assignor: [INSERT EMAIL ID OR/AND ADDRESS OF ASSIGNOR]
       2. If to the Assignee: [INSERT EMAIL ID OR/AND ADDRESS OF ASSIGNEE]
    2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
18. INDEPENDENT CONTRACTOR
    1. The Assignor and Assignee expressly acknowledge and agree that their relationship in connection with this agreement is that of independent contractors. Nothing contained in this agreement shall be interpreted as creating a partnership, joint venture, agency, employer-employee, or any other similar relationship between the parties. 
19. MISCELLANEOUS
    1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
    2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be English.
    3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
    4. Entire agreement: This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
    5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
    6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
    7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
20. INDEPENDENT LEGAL ADVICE
    1. The Parties are advised to seek independent legal counsel before entering into this Agreement. Each Party acknowledges that they have been given a reasonable opportunity to consult with an attorney of their choosing regarding the terms, conditions, and obligations set forth in this Agreement, including any restrictions or commitments imposed herein.
    2. By signing this Agreement, the Parties confirm that they have either sought such independent legal advice or voluntarily chosen to proceed without it. Each Party further represents that they are entering into this Agreement knowingly, voluntarily, and with a full understanding of its provisions. The Parties acknowledge that they are not relying on any statements, promises, or representations made by the other Party or any representative thereof that are not expressly included in this Agreement.
21. DECLARATION
    1. The Parties hereby acknowledge that the terms herein have been read, fully understood, and expressly agreed to, and hereby commit to performing their obligations with due diligence, honesty, and in good faith. The Parties hereby agree to foster a collaborative environment that promotes transparent communication and timely resolution of any issues, thereby ensuring compliance with all applicable laws and industry best practices.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Assignor

Name: [INSERT NAME OF SIGNING AUTHORITY /ASSIGNOR AND/OR DESIGNATION]

Signature:

Date: [INSERT THE DATE ON WHICH ASSIGNOR SIGNS THE AGREEMENT]

Signed, sealed and delivered on behalf of Assignee

Name: [INSERT NAME OF SIGNING AUTHORITY/ASSIGNEE AND/OR DESIGNATION]

Signature: 

Date: [INSERT THE DATE ON WHICH ASSIGNEE SIGNS THE AGREEMENT]