Domain name licence agreement

We created this domain name licence agreement template for use in straightforward licensing situations.

The agreement includes obligations on the licensor to maintain the domain name registration and point the domain name to the servers nominated by the licensee. It includes obligations on the licensee that seek to ensure the licensee's use of the domain name will not compromise the registration of the domain name. It also includes confidentiality and publicity provisions, which may restrict the disclosure of confidential information and the issuing of press releases and other public statements.

The domain name agreement also includes a section setting out the licensee's rights to purchase the domain name. The option to purchase may be exercised by the licensee issuing a notice to the licensor during a specified period (eg the term of the licence agreement). Following the issuing of the notice, the licensee must pay the agreed purchase price to a third party escrow agent. The licensor must then transfer the ownership and control of the domain name to the licensee. Once this has happened, the escrow agent should release the purchase price to the licensor. This section may be removed where there is no option to purchase. 

1. Definitions
2. Term
3. Licence
4. Licensor obligations
5. Licensee obligations
6. Charges
7. Payments
8. Interest on late payments
9. Option to purchase
10. Confidentiality obligations
11. Publicity
12. Warranties
13. Indemnities
14. Limitations and exclusions of liability
15. Termination
16. Effects of termination
17. Notices
18. Further assurance
19. Assignment
20. No waivers
21. Severability
22. Third party rights
23. Variation
24. Entire agreement
25. Law and jurisdiction
26. Interpretation

How would an option to purchase the domain name be exercised?

As drafted, this domain name licence agreement states that at any time during the term of the agreement (or such other period as may be specified) the licensee may exercise the option by giving written notice to the licensor. Following this notification, the licensee must pay the pre-agreed purchase price to an escrow agent. The licensee must ensure that the agent is obligated to pay the price to the licensor on the transfer of the domain to the licensee.

Would the confidentiality clause prevent the disclosure of the charges for exercising the option?

One possible category of confidential information is "the financial terms of the agreement", which would cover the option charge. The confidentiality provisions can easily be adapted to cover any information that you want to keep confidential. 

How would the licensee "control" the domain name while it is merely licensed?

Under this agreement, the licensor promises to update the name servers associated with the domain name (and other DNS records associated with the domain name that are in the licensor's control) in accordance with the written instructions of the licensee.

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