EXHIBIT 6.1
CONTRACT OF SALE
FOR INTERNET URLS (DOMAIN NAMES) OF
"XXXXXXXX.XXX"
"XXXXXXXXX.XXX"
"XXX.XXX"
THIS CONTRACT is entered into on this 30th day of June, 1999, by and
between XXXXXX X. XXXX, whose address is 0000 Xxxxx Xxxxx Xxxx, Xxxxx, Xxxxxxx
00000, and who will be referred to in this Contract as the "Seller"; and
XXXXXXXX.XXX, INC., a Nevada Corporation, with its principal place of business
at 0000 Xxxxx Xxxxx Xxxx, Xxxxx, Xxxxxxx 00000, and which will be referred to in
this document as the "Buyer".
RECITALS
WHEREAS, Seller is the owner of the following three (3) World-Wide-Web
Uniform Resource Locators, or Internet Domain Names, known as "XXXXXXXX.XXX",
"ELECTIONS. COM" and "XXX.XXX", which will be referred to in this Contract as
the "URLS".
WHEREAS, Seller is also the sole owner of all of the intangible rights
and assets that are or have been connected with the ownership and use of the
URLS. These rights may include, but are not limited to, all state and federal
statutory and common law rights to any trade names, trademarks, service marks or
copyrights, and any business goodwill that may be associated with the URLS and
their ownership and use. These rights shall together be referred to in this
Contract as the "Associated Rights."
WHEREAS, it is the intent and agreement of the parties that the Seller
will hereby convey to the "Buyer" all right, title and interest that the Seller
has in and to the URLS, along with 100% of all right, title and interest that
the Seller has or may acquire in and to the Associated Rights.
AGREEMENTS
WHEREFORE, in view of the foregoing, and in consideration of the mutual
promises and covenants that are contained in this Contract, the Buyer and Seller
agree as follows:
1. SALE AND PURCHASE: In exchange for a promissory note of Buyer in the
principal amount of $151,000.00 and other good and valuable consideration, which
will be referred to herein as the "Purchase Price", the receipt and adequacy of
which is hereby acknowledged, and subject to the other terms and conditions that
are set forth in this Contract, the Seller hereby sells, conveys and transfers
to the Buyer, and the Buyer hereby purchases, accepts and receives from the
Seller, the URLS and all of the Associated Rights, that the Seller now owns or
may hereafter acquire which in any way relates to the URLS.
2. MATERIAL REPRESENTATIONS BY THE SELLER: As a material part of the
consideration that will be provided to the Buyer by the Seller in this
transaction, the Seller represents as follows:
a. The Seller is the sole owner of the URLS and the Associated
Rights, and has the full and unrestricted right to sell and convey the URLS and
the Associated Rights to the Buyer.
b. There are no prior owners of the URLS or the Associated
Rights who now own, claim, or have any interest in the URLS or the Associated
Rights.
c. There are no pending, expected or threatened legal actions
or claims relating to the URLS or the Associated Rights.
d. The Seller has not granted to any individual or entity any
rights or interests in or to the URLS or the Associated Rights, and there are no
individuals or entities that have or are making a claim of any right to the URLS
or to any of the Associated Rights.
e. The Seller shall cooperate and assist the Buyer, in
whatever way is necessary to see that the transfers undertaken hereby are
properly accomplished.
3. TRANSFER OF URLS REGISTRATION: Upon receipt of the Purchase Price,
the Seller shall immediately send the original of the InterNIC/Network
Solutions, Inc. Registrant Name Change Agreement, which is attached to this
Contract as Exhibit "A", completed, signed and notarized by the Seller, to
Network Solutions, Inc. for formal processing, at the address that is shown at
the top of that document. It shall be the responsibility of the Seller to see
that transfer takes place as requested. Exhibit "A" is hereby made a part of
this Contract.
4. EXECUTION OF OTHER DOCUMENTS: The Seller and the Buyer will promptly
execute any other documents, and will promptly perform any other acts, that may
be reasonably necessary or convenient in order to properly accomplish the
transfer of the URLS and the Associated Rights as set forth in this Contract.
a. The Buyer shall execute, at the Internet web site of
"XXX.XXXXXXXXXXXXXXXX.XXX", a Domain Name Registration Agreement with Networks
Solutions, Inc., obligating Buyer to assume payment of certain registration and
renewal fees for the URLS.
b. The Seller shall confirm, via the "WHO IS?" service of
InterNIC and Network Solutions, Inc., at the Internet web site of
"XXX.XXXXXXXXXXXXXXXX.XXX", and certify to the Buyer in writing that the URLS
have in fact been formally and properly transferred from the Seller to the
Buyer.
5. GOOD FAITH OBLIGATION OF PARTIES: The Buyer and the Seller shall
each have the obligation to act in good faith with respect to their performance
under this Contract, and shall make every reasonable effort to effectively
communicate with each other, with the intent to facilitate and expedite the
proper closing of this transaction.
6. SETTING OF TIME OF SALE AND RESPONSIBILITY FOR FUTURE EXPENSES:
a. The point in time when the Buyer confirms that the URLS
have been formally transferred to the Buyer by the Seller, and transmits to the
Seller the Purchase Price as described above, shall be referred to as the "Time
of Sale". The Buyer will become the complete and unrestricted owner of the URLS
and the Associated Rights at the Time of Sale. The Seller shall be responsible
for all expenses relating to the URLS and its maintenance and hosting, if any,
prior to the Time of Sale, and the Buyer shall be responsible for all such
expenses after the Time of Sale.
b. The Buyer shall be responsible to pay when due any
registration fees that will be due to InterNIC and Network Solutions, Inc., in
connection with the URLS being transferred from the Seller and placed in the
name of the Buyer.
7. CONTROLLING LAWS: The laws of the State of Arizona shall be applied
in interpreting and enforcing this Contract and its provisions.
IN WITNESS OF their voluntary agreement to the foregoing terms and
conditions, this Contract is being executed on behalf of the Buyer and the
Seller with the specific intention that it becomes binding upon them as of the
date that is set forth in the first paragraph of this Contract.
"BUYER" "SELLER"
XXXXXXXX.XXX, INC.
By: /s/ Xxxxx Xxxxxxxxx /s/ Xxxxxx X. Xxxx
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Xxxxx Xxxxxxxxx, President Xxxxxx X. Xxxx
0000 Xxxxx Xxxxx Xxxx 0000 Xxxxx Xxxxx Xxxx
Xxxxx, Xxxxxxx 00000 Xxxxx, Xxxxxxx 00000
STATE OF ARIZONA )
)ss:
County of Maricopa )
The foregoing document was SUBSCRIBED AND SWORN TO before me, a duly
authorized Notary Public, in and for the State and County that is set forth
above, on this 26th day of July, 1999, by a person that is known by me to be
Xxxxxx X. Xxxx.
/s/ Xxxxx X. Xxxxx
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Notary Public
My Commission Expires:
February 16, 2001
