Exhibit 10.5
AGREEMENT
Agreement made and entered into this day March 2, 1999, by and between
Xxxxx Xxxxxx Xxxxxxx
of 0000 Xxxxxxxxx Xxx Xxxxxxxxxx, Xxxxxxxx,
herein referred to as "Seller", and
Xxxxxxxxx Xxxxxxxxxxx; Axicom Inc.
of 00 Xxxxx Xxxxxx, 0 000
Xxx Xxxx, XX 00000
herein referred to as "Buyer"
Seller hereby agrees to transfer on or before the date as described in the
'Delivery' section of this agreement the following Property: Registration of the
Domain Name 'XXXXXXX.XXX' in the name of the Buyer with Network Solutions, Inc.
(NSI) as the Registrant for use as an internet address by the Buyer.
Registration of this and any domain name with the NSI does not confer any legal
rights to that name as outlined in the required Domain Name Registration
Agreement with the NSI, hereby referenced, rather, it is the exclusive right to
the use of the Domain Name as an internet address by the Buyer that is conveyed.
It is this right, considered as Ownership, considered as Property, that is
contracted for herein.
Buyer agrees to accept the Property and pay for Property in accordance with the
terms of this Agreement.
No part of this agreement shall be considered a material breech of, nor shall
dissolve, the current Domain Name Registration Agreement between the Seller and
the NSI during the period prior to Ownership transfer as described in the
'Delivery' section of this agreement.
The Seller hereby warrants that the Seller is the single and proper Registrant
of the Property and that registration is in good standing as evidenced by such
listing by the NSI reflecting on a non "On Hold" status, and that this
Registration is in full compliance with the Domain Name Registration Agreement
between the Registrant and NSI, and furthermore, that to the best of Sellers
knowledge and belief, that as of the effective date of this contract that there
exists no disputes, claims or actions with or against the Seller and the
registration of the Property.
CONSIDERATION
Buyer agrees to pay the Seller a total of THREE THOUSAND EIGHT HUNDRED DOLLARS
($3,800 U.S.) sales price for the Property (Payment). Such Payment shall be made
by delivery of certified check, company check, or money order in U.S. funds to
the Seller's address.
DELIVERY
Upon timely receipt and successful deposit of the Payment, the Property will be
considered sold and the Seller shall modify and register with the NSI all
required Information so as to initiate the transfer of control and Ownership and
all rights of use of the Property to the Seller within 10 calendar days. The
Seller shall not be held responsible for any unusual delays in processing of the
Ownership transfer caused by the NSI or the Buyer, but will endeavor to expedite
any actions required of the Seller to complete the Ownership transfer.
The Seller shall first initiate the delivery of a "New" 'Domain Name
Registration Agreement' to the Buyer via e-mail which the Buyer shall complete
and e-mail to the NSI who shall auto return a tracking number to the Buyer which
shall be forwarded to the Seller by the Buyer in a timely manner. This
information must be delivered to the Seller prior to the initiation of the
exchange proceedings. This may occur before or after the execution of this
Agreement and delivery of payment. The Seller shall then complete a 'Registrant
Name Change Agreement', the standard document required by the NSI to allow the
Buyer to become the registrant and new owner, and as such, the Buyer shall
receive from the Seller a finalized and notarized 'Registrant Name Change
Agreement' with which the Buyer shall become familiar, and shall sign and return
to the NSI on their own accord. Said agreement shall include authorization to
delete the Seller as the registrant and allow the Buyer to become the new
registrant and will constitute a contract between the Buyer and the NSI.
Delivery of the 'Registrant Name Change Agreement' to the Buyer shall be
considered the end of the contract period and fulfillment of the Sellers
obligation to the Buyer. The Seller shall further assist, coordinate and
cooperate in good faith with any reasonable request by the Buyer for assistance
with any matter or execution of documents required of the Buyer by the NSI to
complete the ownership transfer as may be practical while located remotely from
the Buyer. The Buyer shall be responsible to the NSI for any and all
registration fees and subsequent renewal fees required by the NSI which are
currently $35 per year.
INDEMNITY
The Seller shall indemnify and hold harmless the Buyer against any and all
claims, actions suits, proceedings costs, expenses, damages, and liabilities,
including attorneys fees and costs, arising out of, connected with, or resulting
from the use of the Domain Name prior to the effective date of this contract.
The Buyer shall indemnify and hold the Seller harmless against any and all
claims, actions suits, proceedings costs, expenses, damages, and liabilities,
including attorneys fees and costs, arising out of, connected with, or resulting
from the use of the Domain Name. The Seller shall have no liability for any loss
to the Buyer which may occur before or after the final Ownership transfer.
After the Seller completes the registration on behalf of the Buyer, the Seller
shall no longer be a party to the original current Domain Name Registration
Agreement and shall
be indemnified of any future claims or actions prior to and most especially
after the Ownership transfer.
DEFAULT
In the event the Seller defaults in initiation of proceedings of delivery of the
Property to the Buyer pursuant to the 'Delivery' section, the Buyer may exercise
any one or more of the following remedies:
A. To declare the amount of Payment made to the Seller due and payable to the
Buyer in refund within 14 calendar days.
B. To terminate this agreement.
C. To peruse any other remedy at law or in equity.
In the event the Buyer defaults in delivery of Payment as of the due date as
referenced in this agreement, Seller may exercise one or more of the following
remedies:
A. To terminate this agreement.
B. To peruse any other remedy at law or in equity.
C. To maintain ownership and control of the Domain Name and use of the Domain
Name for any purpose without obligation to the Buyer. Buyer hereby waives any
and all claims for damages occurring by such default by the Buyer.
SEVERABILITY
It is agreed that if any term or provision throughout this Agreement should be
declared invalid, it shall not affect the remaining terms or provisions which
shall continue to be binding.
PARTIES
The Buyer and Seller shall maintain communication as may be necessary during the
duration of this contract period and shall inform the other of any changes of
location, contact or company information as may occur from time to time. This
information as is current at the time of execution of this Agreement is
identified below for the records of both parties.
Buyer: Xxxxxxxxx Xxxxxxxxxxx telephone number: 212/000-0000
Company Name: Axiom Inc. facsimile number: 212/000-0000
Contact: Same e-mail address: xxxxxxxxxxxx@xxxxx.xxx
Current Address: 00 Xxxxx Xx #000; Xxx Xxxx, XX 00000
Seller: Xxxxx Xxxxxx Xxxxxxx telephone number: 703/000-0000
Current Address: 0000 Xxxxxxxxx Xxx facsimile number: 703/799-5991
Xxxxxxxxxx, Xxxxxxxx 00000 e-mail address: xxxxxxxx@xxxxx.xxx
Both parties shall notify the other of any changes within 5 calendar days of any
changes by methods as outlined in 'Notices'.
NOTICES
Both parties agree that communication may be made directly by US or
International mail, telephone, fax and electronic mail. Correspondence by US or
International mail shall be deemed effective. Correspondence by electronic mail
shall be considered proper, binding and effective.
ENTIRE AGREEMENT
This contains the entire Agreement between the Seller and the Buyer. No
modifications of this Agreement shall be effective unless in writing and
executed by both the Buyer and the Seller.
Agreement made and entered into this day: March 2, 1999. This Agreement has been
executed in duplicate, whereby both Buyer and Seller have retained one copy
each.
BUYER:
Individual Name
/s/ Christian Bardenheuer_______, March 2, 1999
Xxxxxxxxx Xxxxxxxxxxx
Axiom Inc.
SELLER:
________________________________, March 2, 1999
Xxxxx Xxxxxx Xxxxxxx
