Drafting Model Domain Name Assignment Agreement Ranjan Dhar, Kingston Law College LEGAL ARTICLE Fri, May 03, 2019, at ,12:30 PM Model Domain Name Assignment Agreement This Domain Name Assignment (hereinafter referred to as the “Assignment”) is made and entered on 13th February, 2019 (the “Effective Date”) by and between the following parties: XYZ Sports Music Company Ltd. Washington DC, Dupont Circle, ZIP Code- 20001, USA. (the “Assignor”) AND Rockstar Sports 42, Vivekananda Sarani, Kolkata, PIN- 700049, West Bengal, India. (the “Assignee”) (The Assignor and the Assignee are hereinafter collectively referred to as the ‘Parties’ and individually as ‘Party’) RECITALS WHEREAS, the Assignor has adopted, used and registered the domain name (rockstarsports.in) set forth in Exhibit A attached hereto; and WHEREAS, the Assignee is running a new India based sports channel successfully for the past two years; and WHEREAS, the Assignee has reason to believe that since the concerned domain name (rockstarsports.in) is identical or similar to the registered trade mark name of the Company, it may create confusion among the customers of the Assignee or it may be used in bad faith by the Assignor in future in a fraudulent way to cheat the customers of the Assignee or it may cause a monetary loss or goodwill in the business of the Assignee; and WHEREAS, both the Parties (the Assignor and the Assignee) are duly authorized and capable of entering into this Assignment. NOW, THEREFORE, for valuable consideration, the receipt of which is acknowledged, the parties hereto agree as follows: Clause 1: Assignment: The Assignor is a company which is engaged in selling of musical instrument and having a registered office at Washington DC, Dupont Circle, ZIP Code- 20001, USA. The Assignee is a company which is engaged in the business of India based sports channel for the past two years and having a registered office at 42, Vivekananda Sarani, Kolkata, PIN- 700049, West Bengal, India. The Assignor has confirmed about the present existence and ownership of the concerned Domain Name. The Assignor does hereby irrevocably sell, assign, transfer and deliver to Assignee all right, title, interest and goodwill in or associated with the Domain Name (rockstarsports.in) together with all common law trademark and service mark rights, copyrights or other intellectual property or proprietary rights, either direct or derived from the concerned Domain Name and which are based on or related to the Domain Name. The Assignor agrees to cooperate with the Assignee and to follow the Assignee’s instructions in order to execute the transfer of the Domain Name registration in a timely manner. The Assignor agrees not to purchase the same or similar Domain Name in future and if he does so, then the Assignee has every right to register a complaint to the Registrar against such act of the Assignor. Further, a legal proceeding under Section 135 of the Trademark Act, 1999 will be initiated for infringement of the terms and conditions of the current agreement against the violator. Clause 2: Transfer of Domain Name: 2.1 The domain name is registered with Go Daddy Registrar (.IN Registry), an ICANN accredited registrar system. 2.2 Upon confirmation of the receipt of purchase price by the Assignor, the Assignor will hand over all the necessary details and documents to access the concerned Domain within 13th February, 2019. 2.3 This transfer is the of Domain Name by the Assignor to the Assignee means, complete transfer of ownership rights over the Domain Name by the Assignor to the Assignee. 2.4. After such transfer, the Assignor cannot claim any rights over the Domain Name in future. 2.5 After transfer of Domain Name, the Assignee is entitled to modify the registration details and have full control over the regulations and nature of usage of the concerned Domain Name. 2.6 If there are any registration or transfer fees as a result of the transfer, then the Assignor agrees to incur such cost. Clause 3: Consideration: 3.1 In consideration of the Assignment/transfer/sell of the Domain Name, the Assignee agrees to pay a sum of $1000.00 Dollars (“Purchase Price”), payable before completion of the transfer of the Domain Name. Clause 4: Assignor’s Representations and Warranties: The Assignor’s promises about the Domain Name being transferred /sold. More specifically, the Assignor represents and warrants that: 4.1 The Domain name is registered with an ICANN (Internet Corporation for Assigned Names and Numbers) accredited registrar system. 4.2 The Assignor is the legal owner and exclusive registrant of the Domain Name. 4.3 No other party has any right to registration of the Domain Name or has otherwise made any claim to the Domain Name. 4.4 The Assignor warrants that, the Domain Name has not been sold or transferred the concerned to any third party till the date of current Assignment. 4.5 The Assignor has the exclusive authority to enter into this transaction and transfer Domain Name, free of any claims of any third parties. 4.6 The Assignor will not commit anything to diminish the value of the Domain Name. 4.7 The Assignor does not believe that the Domain Name was taken from any third party without authorization. 4.8 The Assignor does not know of any permission(s) that has to be obtained in order for the assignment to be completed. In other words, once the agreement is signed, the assignment will be effective without any third party’s input. Clause 5: Assignee’s Representations and Warranties: The Assignee’s promises regarding the transaction related to the Domain Name. More specifically, the Assignee represents and warrants that: 5.1 The Assignee has the competency and authority to enter in to this agreement. 5.2 The Assignee will transfer the Purchase Price to the Assignor’s Account as per the consideration made in Clause 3. 5.3 The Assignee ensures to withdraw all the past litigations with the Assignor after the completion of the Domain Name transfer to the Assignee. 5.4 The Assignee further assures not to initiate any legal proceedings for any past action of the Assignor. 5.5 But, the Assignee has the right to initiate legal proceedings against the Assignor for violation of any provisions mentioned in this agreement. Clause 6: No Further Use: 6.1 After effective date of the agreement i.e. 13th February, 2019, the Assignor will stop using all of the Domain Name (s) being transferred and will not challenge the Assignee’s use or ownership of those name. 6.2 The Assignor cannot purchase same or similar Domain Name in future. Clause 7: Governing Law: 7.1 This Assignment agreement is governed by, and is to be construed in accordance with the laws of India. 7.2 Any criminal breach of the agreement will subject to the legal proceedings under Indian Penal Code, 1860 and The Information Technology Act, 2000 whichever will be suitable. Any cybersquatting related issue will be subjected to the legal procedure as per the provisions under The Trade Marks Act, 1999. 7.3 All disputes between the parties shall be subject to the jurisdiction of Calcutta High Court and the Supreme Court of India. Clause 8: Entire Agreement: 8.1 The Assignment constitutes the sole and entire agreement of the parties with respect to the subject matter herein and supersedes all oral negotiations and prior writings with respect to the subject matter of the current agreement. 8.2 This agreement cannot be changed, modified, amended or supplemented, except in writing signed by both the Parties. Clause 9: Notice: The notices related to the Assignment agreement should be served at the following addresses: 9.1 Address of communications of the Assignor: XYZ Sports Music Company Ltd. Washington DC, Dupont Circle, ZIP Code- 20001, USA. E-Mail- xyzsm@hotmail.com Ph. No.- 202359647 9.2 Address of communications of the Assignee: Rockstar Sports 42, Vivekananda Sarani, Kolkata, PIN- 700049, West Bengal, India E-Mail- rcks@gmail.com Ph. No.- 033-25994761 9.3 All the written communications or signed documents must be served through postal communication. IN WITNESS whereof, the Assignor and Assignee have executed this agreement as of the Effective Date of 13/02/2019. Assignor By: Date: Assignee By: Date: [Notary Acknowledgement to Follow] Exhibit - A List of Assigned Domain Name Domain Name: rockstarsports.in Registrar Name: e.g. “Go Daddy” Date of filing/Registration: 12/12/2018 Domain Name Assignment Agreement