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A website asset purchase agreement, also known as a web purchase agreement, is a legal contract between two or more parties for the purchase of a website. This type of agreement can be used for the sale of an entire website, or for the sale of specific website assets such as domain names, trademarks, copyrights and other intellectual property. By using a website asset purchase agreement, you can ensure that the transaction is legally binding and protect your interests in the event of any disputes.
Below is a list of common sections included in Website Asset Purchase Agreements. These sections are linked to the below sample agreement for you to explore.
WEBSITE ASSET PURCHASE AGREEMENT
This Website Asset Purchase Agreement (the "Agreement ") is made effective on this 17th day of February, 2015, by and between Anthony Carr, JQPublic-blog.com with its legal address being 56 Oxford Avenue, Belmont, MA 02478 (the "Seller"), and Bright Mountain, LLC , a Florida limited liability company at 6400 Congress Avenue, Boca Raton, FL 33487 (the "Buyer ").
Subject to the terms and conditions contained in this Agreement the Seller hereby sells and transfers to the Buyer any and all of Seller's rights, title and interest in and to the Website and Internet Domain Name, JQPublic-blog.com and all of its respective contents (the "Website "), and any other rights associated with the Website , including, without limitation , any intellectual property rights , all related domains , logos , customer lists and agreements , email lists, passwords , usernames and trade names; and all of the related social media accounts including but not limited to, Instagram , Twitter , Facebook , Instagram, and Pinterest at closing and associated other rights are more specifically and particularly identified on Exhibit "A" hereto.
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Seller agrees to facilitate and expedite transfer of the Website and all of its respective contents as defined above at closing. Further, Seller agrees to make himself available, at mutually acceptable times, for up to 1 hour per week by telephone. Further, seller agrees to continue writing blogs at the rate (except for the bar exam period in June, 2016) of six (6) to ten (10) per month for a period of five years.
REPRESENTATIONS AND WARRANTIES BY THE SELLER
The Seller has all necessary right, power and authorization to sign and perform all the obligations under this Agreement.
The Seller has the exclusive ownership of the Website and there are no current disputes or threat of disputes with any third party over the proprietary rights to the Website or any of the Website's content.
The Seller warrants that the business of JQPublic-blog.com is stable and no material loss of revenue or traffic is expected.
The execution and performance of this Agreement by the Seller will not constitute or result in a violation of any material agreement to which the Seller is a party.
The Seller shall indemnify and hold harmless the Buyer against all damages, losses or liabilities, which may arise with respect to the Website, its use, operation or content, to the extent such damage, loss or liability was caused by the wrongful conduct of Seller prior to the effective date of this Agreement. Such duty to indemnify on the part of the Seller shall terminate as of December 31, 2015.
How ContractsCounsel Works Hiring a lawyer on ContractsCounsel is easy, transparent and affordable. 1. Post a Free Project Complete our 4-step process to provide info on what you need done. 2. Get Bids to Review Receive flat-fee bids from lawyers in our marketplace to compare. 3. Start Your Project Securely pay to start working with the lawyer you select.Seller agrees to cooperate with Purchaser and take any and all actions necessary to transfer and perfect the ownership of the Website Registration and Hosting from Seller to Buyer , including providing all necessary passwords and usernames on the closing date and thereafter. Seller understands that Buyer is a public company and falls under SEC guidelines and requirements and may need historic accounting and financial records. Should Buyer require accounting and financial records for audit purposes from Seller at a future time, Seller agrees to facilitate and deliver to Buyer, upon written request any and all necessary historical financial records without limitation.
The approximate total revenue for 2014 was $1,150.
Seller agrees not to compete with Bright Mountain, LLC with any website similar to JQPublic-blog.com for a period of five years.
All notices required or permitted under this Agreement shall be deemed delivered when delivered in person or by certified mail, return receipt requested, with copy sent via e mail, postage prepaid, addressed to the appropriate party at the address shown for that party at the beginning of this Agreement. The parties hereto may change their addresses by giving written notice of the change in the manner described in this paragraph. Any party hereto may acknowledge receipt of a document or other information by email and expressly waive their right to notice of that document or other information by mail in said email communication.
ENTIRE AGREEMENT AND MODIFICATION
This Agreement constitutes the entire agreement between the parties. No modification or amendment of this Agreement shall be effective unless in writing and signed by both parties. This Agreement replaces any and all prior agreements between the parties.
INVALIDITY OR SEVERABILITY
If there is any conflict between any provision of this Agreement and any law, regulation or decree affecting this Agreement, the provision of this Agreement so affected shall be regarded as null and void and shall, where practicable, be curtailed and limited to the extent necessary to bring it within the requirements of such law, regulation or decree but otherwise it shall not render null and void other provisions of this Agreement.
How ContractsCounsel Works Hiring a lawyer on ContractsCounsel is easy, transparent and affordable. 1. Post a Free Project Complete our 4-step process to provide info on what you need done. 2. Get Bids to Review Receive flat-fee bids from lawyers in our marketplace to compare. 3. Start Your Project Securely pay to start working with the lawyer you select.This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.
Signed this 17th day of February, 2015.
Buyer: Bright Mountain. LLC
By: W. Kip Speyer: President
Exhibit "A" Website and Associated Rights
Reference:
Security Exchange Commission - Edgar Database, EX-10.34 2 bmaq_ex10z34.htm WEBSITE ASSET PURCHASE AGREEMENT, Viewed April 26, 2022, View Source on SEC.
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Creative, results driven business & technology executive with 24 years of experience (15+ as a business/corporate lawyer). A problem solver with a passion for business, technology, and law. I bring a thorough understanding of the intersection of the law and business needs to any endeavor, having founded multiple startups myself with successful exits. I provide professional business and legal consulting. Throughout my career I've represented a number large corporations (including some of the top Fortune 500 companies) but the vast majority of my clients these days are startups and small businesses. Having represented hundreds of successful crowdfunded startups, I'm one of the most well known attorneys for startups seeking CF funds. I hold a Juris Doctor degree with a focus on Business/Corporate Law, a Master of Business Administration degree in Entrepreneurship, A Master of Education degree and dual Bachelor of Science degrees. I look forward to working with any parties that have a need for my skill sets.
