Purchase agreement essentials

Parties, stated properly

Name both sides in full, in the form that will appear on the payment. A company gets its registered name, its legal form and its registration number. A private individual gets a full name and an address, not a forum handle and an email address.

This clause does more work than it looks. Matching the counterparty in the agreement against the account the money leaves or arrives in is the single most effective check against a diverted payment, and it is worth doing before anything is signed.

Where a broker or an agent signs on behalf of a holder, state that and state the authority behind it.

The domain, unambiguously

Write the name in full, including the extension, in lower case. If several names are being sold together, list every one of them rather than writing a name plus variants.

Add the current registrar and the current expiry date. Both are facts the seller can check in a minute and both give the buyer something to verify against a WHOIS or RDAP lookup before signing, using the method in verifying the seller.

The price mechanism

State the amount, the currency, and whether tax is included or added. Then state how the money moves: a single payment, a deposit and a balance, or instalments over a period.

State the route as well as the amount. Escrow, direct bank transfer, or a marketplace payment page are different mechanisms with different risks, and naming one closes off a later argument about which was meant. If an escrow service is used, say which side opens the transaction and how the cost is divided, because who pays the escrow fee is exactly the kind of small point that stalls a signed deal.

For an instalment structure, define what happens to the name while payments run. That arrangement carries its own set of clauses about custody, missed payments and early completion.

Handover deadline and mechanism

Two sentences, both specific.

The mechanism: a push at the current registrar, an inter-registrar transfer with an authorisation code, a token, or a registrar tag change. Name it, because the extensions behave differently and the timings that follow depend on which one applies.

The deadline: a number of business days from a defined trigger, usually confirmed receipt of funds by the escrow or by the seller. Set the number against the real registry timing rather than against optimism. A .de provider change completes on validation of the code, while a generic extension transfer can run to about five days before the registry completes it.

A deadline measured from "after payment" is a deadline nobody can enforce. Measure it from a moment that produces a timestamp.

Warranties worth having

Keep them short and make them factual claims the seller can stand behind:

• The seller is the registrant of the domain and is entitled to sell it.
• The name is not subject to a dispute, a court order, a security interest or a pledge.
• The name is not, to the seller's knowledge, infringing a third party trademark.
• The name is not inside a registry or registrar imposed period that prevents transfer on the agreed date, or, if it is, the period and its end date are disclosed.
• The seller will not renew, delete, modify or encumber the name between signature and handover.

The trademark warranty is the one buyers most often drop and most often need. A domain that reproduces a protected sign can be taken away through a dispute procedure regardless of what was paid for it, and a warranty at least establishes what was represented at the time.

What happens if the transfer fails

Set out a cure period, then a consequence. A workable form is: if handover has not completed by the deadline, the buyer gives written notice, the seller has a stated number of business days to complete, and if that passes the agreement terminates and the funds return to the buyer in full.

Distinguish a delay caused by a registry or a registrar from a delay caused by the seller. A transfer sitting in a registry response window is not a breach. A seller who has not answered a message for a week is.

Add a short clause on what happens after handover: the seller removes the name from any listing, deletes stored authorisation codes, and gives up recovery access to the account it came from. That last obligation is what makes the first week after payment enforceable rather than merely advisable.

Law, forum and signature

Choose one governing law and one place for disputes. Cross border deals without this clause produce arguments about jurisdiction that cost more than the domain.

An exchange of signed scans or an electronic signature is normal practice and sufficient for most deals. Keep the signed copy with the transaction records for as long as the name is held.