Commercial Contracts for Purchasing Established Websites

We are purchasing established websites as assets from two separate vendors. Both are related to the same online industry.

I am looking for someone to draw up a generic contract for buying an established website (or use one they already have in their portfolio), plus a slightly modified version of this to issue to each vendor, specific to their individual situations.

I don\'t want to be too specific in a public forum (you may contact me for more information), but the general situation is as follows:

Vendor 1
Selling 1 website with 2 domain names, plus the software platform which they say belongs entirely to them, having been custom-written by 2 or 3 different software development companies over the last 4 years. We need to ensure that all rights to the software are transferred to us, including the right to modify and re-sell that software.

Vendor 2
Selling 5 websites, all being run on software developed by, owned by, and hosted by a 3rd party software development company. Four of the sites provide a separately-branded subset of content from the other, primary, site.

Both vendors are UK-based Ltd companies, as are we. In neither case are we buying a company, just the websites, domains and (from Vendor 1) software as assets.

I will expect to see at least the following in the base contract:

+ Non-competition / restrictive covenants.
+ Copyright transfer.
+ Transfer and ownership of all customer information.
+ Transfer and ownership of all user information and data.
+ Usernames, passwords and anything else required to access the websites, hosting and administration platforms.
+ Usernames, passwords and anything else required to access other 3rd party sites (eg. suppliers, advertising systems, 3rd party integration, etc)
+ Warranties: No violation of rights of others.
+ No pending claims nor aware of any.
+ List of everything being purchased: Code (where applicable), content, graphics, domain name, database data, etc.
+ No prior sales of any part.
+ Exclusive right to all you buy. No reselling.
+ Ownership of all the code (where applicable). Nothing leased. No claims of infringement.
+ Purchase of logos, artwork and marketing material. All original. Full ownership and right to transfer to you.
+ Confidentiality.
+ All trademarks sold and transferred.
+ Indemnification.
+ Won\'t resell scripting, code, etc.
+ Transfer any related domains they may have.
+ Info about any affiliate relationships they may have.
+ Full disclosure of financials – accurate and complete.
+ All taxes paid.
+ Warranty of ownership of this and that.
+ Provision that, if any provision fails, the whole deal can be killed.

Plus all boilerplate material….


Should you win the bid, I will expect you to discuss with me by phone or Skype the details of each vendor and any additional concerns that I might have. I will expect you to make any reasonable amendments that we, or the vendors, deem appropriate within the price of your bid. Finally, I will expect to have ownership of the generic contract as well as the vendor-specific ones for use in any future purchases. If I like the way you operate then I will almost certainly hire you again (through PPH) for any future amendments.

Please note: Although PPH is saying this job is open for longer, we will choose a bidder by end of Wednesday 19th January and we will require first drafts of the documents by end of Monday 24th January.