EXHIBIT 6.2
CONTRACT OF SALE
FOR INTERNET URL (DOMAIN NAME) OF
"XXXXXXXXXXXXXXX.XXX"
THIS CONTRACT is entered into on this 17th day of August, 1999, by and
between XXXX XXXXXXXXX, whose address is 000 Xxxxxx Xxxx, Xxx Xxx Xxxxxxxxx
00000, and who will be referred to in this Contract as the "Seller"; and
XXXXXXXX.XXX, INC., a Nevada Corporation, with its principal place of business
at 0000 Xxxxx Xxxxx Xxxx, Xxxxx, Xxxxxxx 00000, and which will be referred to in
this document as the "Buyer".
RECITALS
WHEREAS, Seller is the sole owner of the following World-Wide-Web
Uniform Resource Locator, or Internet Domain Name, known as
"XXXXXXXXXXXXXXX.XXX", which will be referred to in this Contract as the "URL".
WHEREAS, Seller registered the URL with Network Solutions, Inc. under
the name of Wallis Sands Associates, a fictitious name created by Seller.
WHEREAS, Seller is also the sole owner of all of the intangible rights
and assets that are or have been connected with the ownership and use of the
URL. These rights and assets may include, but are not limited to, (i) all state
and federal statutory and common law rights to any trade names, trademarks,
service marks or copyrights, (ii) software at the Internet Domain Name, (iii)
content of the xxxxxxxxxxxxxxx.xxx Web site, (iv) the list of subscribers to the
politicaljunkie newsletter, and (v) any business goodwill that may be associated
with the URL and its ownership and use. These rights and assets shall together
be referred to in this Contract as the "Associated Assets."
WHEREAS, it is the intent and agreement of the parties that the Seller
will hereby convey to the "Buyer" all right, title and interest that the Seller
has in and to the URL, along with 100% of all right, title and interest that the
Seller has or may acquire in and to the Associated Assets.
AGREEMENTS
WHEREFORE, in view of the foregoing, and in consideration of the mutual
promises and covenants that are contained in this Contract, the Buyer and Seller
agree as follows:
1. SALE AND PURCHASE: In exchange for the aggregate amount of $55,000,
of which $36,667 has previously been paid by Buyer and received by Seller and of
which the remaining $18,333 will be paid by Buyer to Seller no later than August
24, 1999, and for other good and valuable consideration, which will be referred
to herein as the "Purchase Price", the receipt and adequacy of which is hereby
acknowledged, and subject to the other terms and conditions that are set forth
in this Contract, the Seller hereby sells, conveys and transfers to the Buyer,
and the Buyer hereby purchases, accepts and receives from the Seller, the URL
and all of the Associated
Assets, that the Seller now owns or may hereafter acquire which in any way
relates to the URL.
2. MATERIAL REPRESENTATIONS BY THE SELLER: As a material part of the
consideration that will be provided to the Buyer by the Seller in this
transaction, the Seller represents as follows:
a. The Seller is the sole owner of the URL and the
Associated Assets, and has the full and unrestricted right to sell and convey
the URL and the Associated Assets to the Buyer.
b. There are no prior owners of the URL or the
Associated Assets who now own, claim, or have any interest in the URL or the
Associated Assets.
c. Seller registered the URL with Network Solutions,
Inc. under the name "Wallis Sands Associates", which is a fictitious name
created by Seller.
d. There are no pending, expected or threatened legal
actions or claims relating to the URL or the Associated Assets.
e. The Seller has not granted to any individual or
entity any rights or interests in or to the URL or the Associated Assets, and
there are no individuals or entities that have or are making a claim of any
right to the URL or to any of the Associated Assets.
f. The Seller shall cooperate and assist the Buyer, in
whatever way is necessary to see that the transfers undertaken hereby are
properly accomplished.
3. COVENANTS OF THE SELLER AND THE BUYER:
a. The Seller agrees to continue to manage and operate
the xxxxxxxxxxxxxxx.xxx Web site in the ordinary course in the same manner
consistent with its past practice until the Buyer's xxxxxxxx.xxx Web site is
operational, ready to absorb content and receive diverted traffic from the URL.
b. In the event the Buyer fails to make the final
payment of $18,333 to Seller on or before August 24, 1999, upon written request
of Seller, Buyer shall transfer all right, title and interest of the URL and the
Associated Assets back to Seller and will execute and deliver those documents
reasonably necessary to effect such transfer; provided, however, that any
payments previously received by Seller from Buyer shall be refunded to Buyer
upon Buyer's execution and delivery of such transfer documents.
4. TRANSFER OF URL REGISTRATION: Upon execution of this Contract, the
Seller shall immediately send the original of the InterNIC/Network Solutions,
Inc. Registrant Name Change Agreement, which is attached to this Contract as
Exhibit "A", completed, signed and notarized by the Seller, to Network
Solutions, Inc. for formal processing, at the address that is shown at the top
of that document. It shall be the responsibility of the Seller to see that
transfer takes place as requested. Exhibit "A" is hereby made a part of this
Contract.
5. EXECUTION OF OTHER DOCUMENTS: The Seller and the Buyer will promptly
execute any other documents, and will promptly perform any other acts, that may
be reasonably necessary or convenient in order to properly accomplish the
transfer of the URL and the Associated Assets as set forth in this Contract.
a. The Buyer shall execute, at the Internet web site of
XXX.XXXXXXXXXXXXXXXX.XXX", a Domain Name Registration Agreement with Networks
Solutions, Inc., obligating Buyer to assume payment of certain registration and
renewal fees for the URLS.
b. The Seller shall confirm, via the "WHO IS?" service
of InterNIC and Network Solutions, Inc., at the Internet web site of
"XXX.XXXXXXXXXXXXXXXX.XXX", and certify to the Buyer in writing that the URL has
in fact been formally and properly transferred from the Seller to the Buyer.
6. GOOD FAITH OBLIGATION OF PARTIES: The Buyer and the Seller shall
each have the obligation to act in good faith with respect to their performance
under this Contract, and shall make every reasonable effort to effectively
communicate with each other, with the intent to facilitate and expedite the
proper closing of this transaction.
7. SETTING OF TIME OF SALE AND RESPONSIBILITY FOR FUTURE EXPENSES:
a. The point in time when the Buyer confirms that the
URL has been formally transferred to the Buyer by the Seller, shall be referred
to as the "Time of Sale". The Buyer will become the complete and unrestricted
owner of the URL and the Associated Assets at the Time of Sale. The Seller shall
be responsible for all expenses relating to the URL and its maintenance and
hosting, if any, prior to the Time of Sale, and the Buyer shall be responsible
for all such expenses after the Time of Sale.
b. The Buyer shall be responsible to pay when due any
registration fees that will be due to InterNIC and Network Solutions, Inc., in
connection with the URL being transferred from the Seller and placed in the name
of the Buyer.
8. CONTROLLING LAWS: The laws of the State of Delaware shall be applied
in interpreting and enforcing this Contract and its provisions.
9. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement
and understanding of the parties relating to the subject matter hereof and this
Agreement supersedes all previous communications, proposals, and
representations, whether oral or written, relating thereto. It may be modified,
changed, altered or amended only by a writing signed by each of the parties
hereto, and it shall be binding upon and inure to the benefit of the parties and
their respective successors and assigns.
10. COUNTERPARTS: This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument, and all signatures need
not appear on any one counterpart.
IN WITNESS OF their voluntary agreement to the foregoing terms and
conditions, this Contract is being executed on behalf of the Buyer and the
Seller with the specific intention that it becomes binding upon them as of the
date that is set forth in the first paragraph of this Contract.
"BUYER" "SELLER"
XXXXXXXX.XXX, INC.
By: /s/ Xxxxx Xxxxxxxxx /s/ Xxxx Xxxxxxxxx
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Xxxxx Xxxxxxxxx, President Xxxx Xxxxxxxxx
0000 Xxxxx Xxxxx Xxxx 000 Xxxxxx Xxxx
Xxxxx, Xxxxxxx 00000 Xxx, Xxx Xxxxxxxxx 00000
STATE OF NEW YORK )
)ss:
COUNTY OF NEW YORK )
The foregoing document was SUBSCRIBED AND SWORN TO before me, a duly
authorized Notary Public, in and for the State and County that is set forth
above, on this 17th day of September, 1999, by a person that is known by me to
be Xxxx Xxxxxxxxx.
/s/ Xxxxx X. Xxxxx
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Notary Public
My Commission Expires:
5/13/00
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