Website sale and purchase agreement

This agreement records the terms under which a website will be sold and bought. It includes a large choice of warranties that the seller could make, non-competition terms to ensure that the seller does not copy the site and set up in competition, and full transfer of intellectual property rights.

Suitable for use in: England & Wales and Scotland
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About this document

When you buy a website, you need to record clearly exactly what you are buying. For example, does the sale include the sale of rights in all types of content (for example, images as well as text); or is the seller aware of any problems that might reduce the possibility that it might not rank highly in search engines.

This is a comprehensive agreement that covers the transfer of intellectual property rights (as for a new website), plus a large choice of seller warranties suitable for established businesses.

This contract could be used for the purchase and sale of a number of types of website:

  • one monetised by advertising or affiliate links, that is being sold by a developer who is in the business of creating and “flipping” sites

  • a blog or fan site or information site

  • one that has been restored on an expired domain name

  • one that is intended to be the basis of a new business run by the purchaser – for example, a customised yet empty e-commerce platform site that will allow the buyer to advertise goods fulfilled by dropshipping that he himself later adds to the site via an administration panel

  • a web-based application that hosted separately to the buyer's site - possibly free to use or accessed after payment

While this agreement can be used to buy or sell an e-commerce site, it is not suitable for e-commerce sites that are already trading as businesses and where established offline relationships with third parties such as suppliers exist. For that type of business, use our standard business sale agreement.

Documents of this type are usually produced by the buyer because he or she has more to lose if what is bought is not as expected. Therefore, this document, as is, favours a buyer. However, a seller could amend it to give him or her advantage.

We include a large choice of warranties relating to this type of asset. Warranties are promises made by the seller as to the condition of the website at the sale. If the condition turns out to be different, the contract is broken and the buyer can seek damages. They are a way of protecting the buyer from problems that can’t be identified before the sale takes place.

The document assumes that the transfer of the website will take place on the same day as the contract date. Intellectual property rights in the content of the site are transferred to the buyer.

There are non-compete provisions that prevent the seller creating a similar site soon after the transfer and setting up business in competition.

We also include a comprehensive list of things to do before completion and documents to be handed to the buyer. This list can be edited to suit your circumstances. It should be a useful aide-memoire to help the transaction proceed smoothly.

The law relating to this contract

There is no statutory law relating to this type of transaction, so you are free to agree any terms you like.

Contents

  • Interpretation
  • Agreement for sale
  • The purchase price
  • Items to be delivered at completion
  • Completion
  • Warranties by the seller
  • Future activities
  • Communications
  • Miscellaneous matters
  • Jurisdiction

The document also includes guidance notes in plain English that explain which paragraphs to edit, and how you might change them.

Draftsman

This document was written by a solicitor for Net Lawman. It complies with current English law.

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