If you are purchasing a website, it is important that you have a custom website purchase agreement drafted to accurately capture the transaction. If you do not obtain a custom website purchase agreement, you may later find yourself in costly litigation over the transaction because the duties of the parties were not sufficiently defined. A well drafted website purchase agreement should have the following terms:
- An accurate recital explaining the transaction in layman’s terms;
- A seller’s warranties section, under which the seller warrants that it is a duly authorized business entity, that it has adequate rights to the website, including the intellectual property contained therein (or any intellectual property created by third party contractors), that a transfer of the website content will not violate the terms of the website’s existing terms of use agreement, privacy policy, or rights of its users, that the website is not subject to any pending claims (including litigation), and that the seller has adequate rights to transfer any user-generated content contained within the website content;
- A buyer’s warranties section, under which the buyer warrants that it is a duly authorized business entity, that it will perform its payment obligations under the website purchase agreement, and that it is not prohibited from entering into the website purchase agreement by any other preexisting agreement;
- An intellectual property assignment section, under which the website content and its associated intellectual property rights is assigned to the buyer;
- Payment provisions, which outline the payment duties of the buyer, whether in installments or otherwise;
- Confidentiality and trade secret provisions, which protect the confidentiality of the transaction and any trade secrets inherent in the business model or website;
- Reciprocal indemnification provisions under which the seller indemnifies the buyer for its breach of any warranty, term, or condition of the website purchase agreement and the buyer indemnifies the seller for its breach of any warranty or subsequent action after the transfer;
- A non-compete clause, which prohibits the seller from creating a website that is similar to or competitive with the website that the buyer is purchasing; and
- Standard contractual clauses, such as an integration clause, a severability clause, and an arbitration or dispute resolution clause.
This is by no means an exhaustive list, but it is a general roadmap for a website purchase agreement. If you need a website purchase agreement, contact the expert Internet lawyers at Revision Legal and we can draft one tailored to your specific situation.
