WEBSITE & DOMAIN NAME PURCHASE AGREEMENT
Exhibit 10.1
WEBSITE & DOMAIN NAME PURCHASE AGREEMENT
THIS AGREEMENT (“Agreement”) is made as of the 22th day of July 2011, by and between Rarus Minerals, Inc., a Nevada Corporation (“Company”, “Seller”, or “Rarus”), and Domain Media, LLC. (“Buyer” or “DM”) an Arizona Limited Liability Company.
WHEREAS, the Seller shall sell to the Buyer upon the date first written above (“Sale Date”), and the Buyer shall purchase from the Seller, certain websites and domains that Rarus owns, which shall be listed on Schedule A, hereto ( “Websites”).
Payment for the Websites: The Buyer shall pay to Seller, the following: (a) Two hundred seventy five dollars ($275.00 US) which shall be exchanged as the accrued and unpaid hosting, website management and reporting expenses that the Company owes DM from June 1, 2011 through the Sale Date. Upon the closing of the purchase of the Websites by Buyer from Seller, the accrued expenses shall no longer be due and owing by the Seller to Buyer.
Transfer of Intellectual Property. Seller hereby assigns and conveys to Buyer, all worldwide right, title and interest in and to certain works developed, created, invented, conceived, reduced to practice, or authored, either solely or jointly with others, with respect to the assets as described in Schedule A, to include the domain name, website, web development, software development, design work, engineering work and/or computer software characters, artwork, programs, documentation, and any modifications, amendments, translations, upgrades, updates, enhancements, derivative works and any other changes to or attendant to the assets contained in Schedule A, including worldwide trademark, copyright, trade secret, patent and all other proprietary rights (collectively, the “Works”).
Non-Disclosure:
The Company hereby agrees to maintain the confidentiality of this Agreement and will not to disclose the nature and terms of the sale of Websites, except as required by applicable law or pursuant to any disclosures required to be made pursuant to any regulatory reporting requirements.
Confidentiality: Notwithstanding any other provision hereof, the parties agree that any documents or information, which the Company provides or has previously provided to the Buyer in connection with the Websites, shall be deemed to be “Confidential Information” hereunder. Any Confidential Information which the Company discloses (or has disclosed prior to the date hereof) to the Buyer (a) shall not be used by the Buyer in its business activities or for any purpose other than in connection with the Websites industry focus and (b) shall not be disclosed by the Buyer to any other person or entity without the Company’s prior written consent; provided, however, that the Buyer may reveal such information to its representatives and Buyers who (i) need to know or be aware of the Confidential Information in connection with the Websites and (ii) are informed of the confidential nature of the Confidential Information and agree to comply with the provisions of this Agreement.
Expenses: Each of the parties hereto shall be responsible for their own expenses pursuant to this Agreement and effecting the transaction contemplated herein.
Jurisdiction: This Agreement is made pursuant to the State of Arizona, Maricopa County.
IN WITNESS WHEREOF, the parties hereto have duly caused this Website and Domain Name Purchase Agreement to be executed as of the day and year first above written.
RARUS MINERALS, INC.
DOMAIN MEDIA, LLC
/s/ Xxxxxxx Xxx
/s/ Xxxxx Xxxx
Authorized Signature
Authorized Signature
Print Name: Xxxxxxx Xxx
Print Name: Xxxxx X. Xxxx
Title: President
Title: Managing Member
Address:
Address:
0000 X. Xxxxxxx Xxxxx Xxxx., Xxx 000
1854 E. Scorpio Place, Suite 201
Street Address
Street Address
Xxxxxxxxx, XX 00000
Xxxxxxxx, XX 00000
City, State & Zip
City, State & Zip
000-000-0000
000-000-0000
Telephone Number
Telephone Number
SCHEDULE A
Websites and/or Domain Names (Websites)
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XxxxxXxxxx.xxx
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XxxxxxXxXxxXxxx.xxx
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XxxxXxxxxxXxXxxXxxx.xxxx
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XxxxXxxxxxXxXxxxxx.xxx
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XxxxXxxxxxXxXxxxx.xxx
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XxxxXxxxxxXxXxxxx.xxx
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XxxxXxxxxxXxXxxxxxx.xxx
§
XxxxXxxxxxXxXxxxxxxxx.xxx
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XxxxXxxxxxXxXxxxx.xxx
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XxxxXxxxxxXxXxxxxxx.xxx
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XxxxxXxxxxXxxxxx.xxxx
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XxxxxXxxxXxxxxx.xxxx
