Digital Asset Purchase Agreement Template

Digital Asset Purchase Agreement Template

This Digital Asset Purchase Agreement (“Agreement”) is made as of [Effective Date].

1. Parties

Seller
Full Legal Name: [Seller Full Legal Name]
Business Name (if any): [Seller Business Name]
Entity Type: [Individual / Corporation / LLC / Partnership / Other]
Registration / Company Number (if any): [Registration Number]
Address: [Seller Street Address]
City, State/Province, ZIP/Postal Code, Country: [Seller City/State/ZIP/Country]
Email: [Seller Email Address]
Phone: [Seller Phone Number]

Buyer
Full Legal Name: [Buyer Full Legal Name]
Business Name (if any): [Buyer Business Name]
Entity Type: [Individual / Corporation / LLC / Partnership / Other]
Registration / Company Number (if any): [Registration Number]
Address: [Buyer Street Address]
City, State/Province, ZIP/Postal Code, Country: [Buyer City/State/ZIP/Country]
Email: [Buyer Email Address]
Phone: [Buyer Phone Number]

2. Background

A. Seller owns or controls certain digital assets related to [Description of Business, Brand, or Project].
B. Buyer desires to purchase, and Seller desires to sell, those digital assets on the terms set out in this Agreement.

In consideration of the mutual promises and agreements below, the parties agree as follows.

3. Definitions

For purposes of this Agreement:

“Digital Assets” means the digital assets listed in Section 4, including any associated content, files, code, and rights described there.

“Accounts” means online accounts and profiles associated with the Digital Assets, including administrator or owner accounts where specified.

“Content” means text, images, video, audio, graphics, code, databases, and other materials embodied in or delivered through the Digital Assets.

“Intellectual Property Rights” means all copyrights, trademarks, trade names, logos, domain rights, database rights, and other intellectual property rights associated with the Digital Assets, to the extent specified in this Agreement.

“Closing” means the completion of the sale and transfer of the Digital Assets as described in Section 7.

4. Sale and Transfer of Digital Assets

4.1 Assets Sold

Subject to the terms of this Agreement, Seller sells, assigns, transfers, and conveys to Buyer all of Seller’s right, title, and interest in and to the following Digital Assets (collectively, the “Digital Assets”):

a) Domain Names:

• [Domain Name 1]

• [Domain Name 2]

b) Websites and Online Stores:

• Website / Store Name: [Site Name]

• URL: [Website URL]

• Platform / CMS: [Platform]

c) Online Accounts (to the extent transferable):

• [Account Type, e.g., “App Store Account,” “Marketplace Store,” “Social Media Account”]

• Username / Handle: [Handle]

• Platform: [Platform Name]

d) Digital Content and Files:

• [Description of Content Libraries, Media, Templates, Documents, Source Code, etc.]

e) Databases and Lists (if included):

• [Customer / Subscriber / User Lists, including description and format]

f) Other Digital Assets:

• [Any other digital assets included in the sale]

4.2 Excluded Assets

The following items are not included in this sale and remain the property of Seller (the “Excluded Assets”):

• [Any domains, accounts, or content not being transferred]

• [Seller’s internal tools, personal accounts, or unrelated intellectual property]

• [Other excluded items]

5. Intellectual Property and Ownership

5.1 Transfer of Intellectual Property Rights

To the extent specified in this Agreement, Seller assigns and transfers to Buyer all Intellectual Property Rights in and to the Digital Assets listed in Section 4, including:

• Copyright in the Content;

• Rights in the website or app design, layout, and code;

• Rights in the domain names listed in Section 4.1;

• Rights in trademarks, logos, and branding elements associated with the Digital Assets, if and as listed below.

Trademarks / Branding Included (if any):

• [Mark / Brand Name]

• Registration / Application Number (if applicable): [Number]

If certain Intellectual Property Rights are not being transferred, describe any retained rights or licensed rights here:

Retained / Licensed Rights (if any): [Description or “None”]

5.2 Moral Rights (Where Applicable)

Where applicable and to the extent permitted by law, Seller waives or agrees not to enforce any moral rights that would interfere with Buyer’s permitted use, modification, or adaptation of the Content.

6. Purchase Price and Payment Terms

6.1 Purchase Price

The total purchase price for the Digital Assets (the “Purchase Price”) is:

Purchase Price: [Amount and Currency]

6.2 Payment

The Purchase Price will be paid by Buyer to Seller as follows:

Deposit (if any): [Deposit Amount and Currency]
Deposit Due Date: [Deposit Due Date]

Balance Due at Closing: [Balance Amount and Currency]
Closing Payment Method: [Wire Transfer / Bank Transfer / Other]
Payee and Account Details: [Payee Name and Account Details]

Any additional payment terms or installment schedule: [Description, if applicable].

7. Closing and Deliverables

7.1 Closing Date

Closing will take place on:

Closing Date: [Closing Date]

or on another date agreed in writing by the parties.

7.2 Seller Deliverables at or Before Closing

At or before Closing, Seller will:

a) Transfer control of domain names to Buyer by changing registrant details or initiating registrar transfers.
b) Transfer administrative access to websites, apps, and hosting accounts, including control panel and content management system credentials.
c) Provide Buyer with all usernames, passwords, recovery codes, and security information required to access and manage the Digital Assets.
d) Deliver copies of Content, databases, and other digital files in a reasonably usable format (e.g., ZIP archives, database exports).
e) Deliver any written instructions reasonably necessary for Buyer to operate and manage the Digital Assets.

7.3 Buyer Deliverables at Closing

At Closing, Buyer will pay to Seller any unpaid portion of the Purchase Price due at Closing as set out in Section 6.2.

8. Seller’s Representations and Warranties

Seller represents and warrants to Buyer that, as of the Effective Date and the Closing Date:

a) Organization and Authority
Seller has the power and authority to enter into this Agreement and to sell and transfer the Digital Assets.

b) Ownership and Title
Seller is the legal owner of the Digital Assets being sold or has sufficient rights to transfer them, subject to any disclosed third-party rights.

c) No Undisclosed Liens
The Digital Assets are free from liens, pledges, or security interests, except as disclosed to Buyer here: [Disclosed Liens or “None”].

d) Non-Infringement (to Seller’s knowledge)
To Seller’s knowledge, the Digital Assets and their use as currently operated do not materially infringe the intellectual property rights of any third party.

e) Compliance with Laws
To Seller’s knowledge, Seller’s collection and use of any personal data in connection with the Digital Assets has complied in all material respects with applicable data protection and electronic marketing laws.

f) No Undisclosed Restrictions
Seller has not entered into any agreement that would prevent or materially restrict Buyer from using the Digital Assets as contemplated by this Agreement.

Except as expressly stated in this Agreement, the Digital Assets are sold “as-is” and “with all faults.”

9. Buyer’s Representations and Warranties

Buyer represents and warrants to Seller that:

a) Buyer has the power and authority to enter into this Agreement and to purchase the Digital Assets.
b) Buyer has, or will have at Closing, the funds necessary to pay the Purchase Price.
c) Buyer will use the Digital Assets in compliance with applicable laws, including data protection and marketing rules.

10. Data Protection and Privacy

10.1 Personal Data in Digital Assets

If the Digital Assets include personal data (such as customer, user, or subscriber information), the parties acknowledge that:

• Buyer will become responsible for ongoing compliance with applicable data protection and electronic marketing laws when using such data.

• Seller has disclosed any known material restrictions on the use or transfer of such data.

10.2 Data Transfer and Notices

If required by law, Seller and Buyer will cooperate in providing any necessary notices or obtaining any required consents for the transfer and further use of personal data contained in the Digital Assets.

10.3 Security

Buyer will implement reasonable technical and organizational measures to protect any personal data included in the Digital Assets from unauthorized access, loss, or misuse.

11. Non-Competition and Non-Solicitation (If Agreed)

If the parties agree to non-compete or non-solicitation obligations related to the Digital Assets, they may complete this section:

Restricted Period: [Number of Years / Months]
Restricted Territory (if applicable): [Territory or “Online / Global”]

During the Restricted Period, Seller will not:

• Launch or operate a directly competing digital asset that is substantially similar to the Digital Assets sold, within the Restricted Territory;

• Intentionally solicit key customers or users specifically identified in any customer or subscriber lists transferred as part of the Digital Assets, for directly competing products or services.

12. Indemnification

12.1 Indemnification by Seller

Seller will indemnify and hold harmless Buyer from reasonable losses, damages, and direct costs (including reasonable legal fees) arising from:

• Any breach by Seller of its representations, warranties, or covenants in this Agreement;

• Any claim that Seller’s transfer of the Digital Assets violates a third party’s intellectual property or contractual rights, to the extent such claim relates to events before Closing.

12.2 Indemnification by Buyer

Buyer will indemnify and hold harmless Seller from reasonable losses, damages, and direct costs (including reasonable legal fees) arising from:

• Buyer’s use or operation of the Digital Assets after Closing in violation of applicable law;

• Any breach by Buyer of its representations, warranties, or covenants in this Agreement.

13. Limitation of Liability

Except for fraud, intentional misconduct, or liabilities that cannot be limited by law, neither party is liable to the other for indirect, consequential, or punitive damages arising out of or relating to this Agreement.

14. Confidentiality

Each party will keep confidential any non-public information received from the other party in connection with this Agreement and the Digital Assets, and will use such information only for purposes of performing this Agreement, except where disclosure is required by law or permitted in writing by the disclosing party.

15. Taxes and Fees

The parties agree that:

• Any transfer, sales, or value-added taxes specifically arising from the sale of the Digital Assets will be paid by: [Seller / Buyer / Shared – specify].

• Each party is responsible for its own income or profit taxes related to this transaction.

• Any registrar, platform, or transfer fees associated with moving domain names, accounts, or platforms will be paid by: [Seller / Buyer / Shared – specify].

16. Governing Law and Dispute Resolution

Governing Law: [State/Province, Country]

Any dispute arising out of or relating to this Agreement will be resolved under the laws of the jurisdiction stated above.

Dispute Resolution Method: [Court Jurisdiction / Arbitration / Mediation followed by Court or Arbitration].

17. Notices

Any notices or other communications under this Agreement must be in writing and sent to the addresses or email addresses of the parties listed in Section 1 (or any updated addresses notified in writing).

Permitted delivery methods:

• Personal delivery or courier;

• Registered or certified mail;

• Email with confirmation of sending.

18. Entire Agreement and Amendments

This Agreement contains the entire understanding between the parties regarding the sale and transfer of the Digital Assets and supersedes any prior written or oral agreements on the same subject.

Any amendment to this Agreement must be in writing and signed by both parties.

19. Assignment

Neither party may assign this Agreement without the prior written consent of the other party, except that Buyer may assign this Agreement to an affiliate or financing entity if the assignment does not materially reduce Seller’s rights under this Agreement.

20. Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect as far as permitted by law.

21. Counterparts and Electronic Signatures

This Agreement may be signed in counterparts, each of which is considered an original, and all of which together form one agreement. Signatures delivered electronically will have the same effect as original signatures, to the extent permitted by law.

Signatures

Seller:
Signature: _______________________________
Printed Name: [Seller Full Legal Name]
Title (if signing for a business): [Seller Title]
Date: [Date Signed by Seller]

Buyer:
Signature: _______________________________
Printed Name: [Buyer Full Legal Name]
Title (if signing for a business): [Buyer Title]
Date: [Date Signed by Buyer]

Witnesses (If Used)

Witness 1:
Signature: _______________________________
Printed Name: [Witness 1 Full Legal Name]
Address: [Witness 1 Address]
Date: [Date Signed by Witness 1]

Witness 2 (if required):
Signature: _______________________________
Printed Name: [Witness 2 Full Legal Name]
Address: [Witness 2 Address]
Date: [Date Signed by Witness 2]

Notary Acknowledgment (If Required)

State/Province of [State/Province]
County of [County]

On [Notarization Date], before me, [Notary Full Name], a Notary Public, personally appeared [Seller Full Legal Name] and [Buyer Full Legal Name], who proved their identities on the basis of satisfactory evidence and acknowledged that they executed this Digital Asset Purchase Agreement for the purposes stated in it.

Notary Public Signature: _______________________________
Notary Public Printed Name: [Notary Full Name]
My Commission Expires: [Commission Expiration Date]
Notary Seal: ☐