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Website Acquisition Agreement

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Sectors: Leisure and Entertainment
Governing Law: California , View California State Laws
Effective Date: May 27, 2008
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EXHIBIT 10.2



WEB SITES AND DOMAIN NAME



ACQUISITION AND TRANSFER AGREEMENT



This Websites and Domain Name Acquisition and Transfer Agreement (" Agreement ") is made and entered into as of the 27 th day of May , 2008, by and between, Yusuf Mullan located at 6565 Spinnaker Cir. Mississauga, Ontario (the " Seller ") and CrowdGather, Inc. (CrowdGather) offices located at 20300 Ventura Boulevard, Suite 330, Woodland Hills, CA 91364 (the " Buyer ") (each a " Party " or " Parties ").



WHEREAS, the Seller operates a certain online forum community under the url www.ngemu.com and other domain names specifically listed in Exhibit A attached hereto and incorporated herein by this reference (the "Business ?);



WHEREAS, the Buyer desires to purchase and the Seller desires to sell the Business pursuant to the terms hereof;



NOW THEREFORE, in consideration of the mutual covenants, terms and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged it is hereby agreed by and between the parties as follows:



1. Sale, Assignment and Transfer . Subject to the provisions of this Agreement, Buyer agrees to purchase, and Seller agrees to sell, all Seller's rights, title and interest, to: a) the completed websites as represented by Seller (the " Websites "), including, any and all associated software used in building the Websites and Website users lists and Website data bases containing any Website user or Website information; b) domain names; c) name registrations; d) any goodwill symbolized thereby; and e) and all rights to sue for past infringement, if any, and to receive any recoveries therefore, all as set forth on Exhibit A , hereto and incorporated herein by this reference (the " Purchased Assets "). Seller does hereby sell, assign, convey and transfer to Buyer and Buyer hereby accepts, all of Seller's right, title and interest including but not limited to all of Seller's common law rights in and to the Purchased Assets. In addition Seller hereby sells, assigns, conveys and transfers to Buyer all data, programming code, user or customer lists, moderator contact information and all other information as it pertains to the operation of the Websites listed on Exhibit A . Except as otherwise expressly set forth in Exhibit B attached hereto, the Buyer does not assume any liabilities associated with the Business.


2. Purchase Price and Costs of Transfer . The purchase price for the Purchased Assets will be One Hundred Seventy Thousand Dollars ($170,000.00) (" Purchase Price "). The Purchase Price and all other amounts owed to Seller by Buyer pursuant to this Section 2 are to be paid on Closing pursuant to Section 5 below.


3. Further Assurances . Seller hereby covenants that it will, at any time upon request of Buyer, execute and deliver to Buyer any new or confirmatory instruments and do and perform (at Buyer's reasonable expense) any other acts which Buyer may reasonably request in order to fully sell assign and transfer to and vest in Buyer, all of Seller's right, title and interest in and to the Purchased Assets, including, without limitation transfer of all Domain Names, software, databases, images, trademarks and hosting agreements.






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4. Covenants . Seller further covenants that it will not, anywhere in the world, challenge, or cause a third party to challenge, the validity and ownership by Buyer of the Purchased Assets and will not, anywhere in the world directly or indirectly seek to register, defend, compromise or dispute any rights in and to the Purchased Assets. Seller also will not, anywhere in the world, directly or indirectly seek to register or otherwise acquire any rights in any web sites, domain names, trade names, trademarks, service marks, or other intellectual property assets that are or may be, or that contain portions that are or may be, confusingly similar to the Purchased Assets. Seller also will not use or cause to be used any copies of the Purchased Assets.




5. Closing .




5.1 Pre-Closing Conditions . The following are material conditions precedent to Closing and Buyer's release of funds from escrow:


(a) Seller will introduce Buyer to the site administrator and former owner no less than two (2) days prior to Closing for interview. Seller shall make to available to Buyer the opportunity to speak to such parties part of its due diligence. Buyer may, in its sole discretion, not proceed with the sale in the event that the results of the interview are unsatisfactory.


(b) Seller will disclose to Buyer which advertisers to open accounts with and Seller will add Buyer's advertising code to all the sites prior to transfer.


(c) Seller will deliver instructions on how to use the CMS system prior to Closing and will enable Buyer to run a test prior to Closing.


(d) Seller will add Buyer Google analytics and AdSense code to the web site(s) prior to closing.


(e) Seller will facilitate the transfe
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