Interest In Website - Legal Draft

AGREEMENTBETWEENM/S

XYZ PVT. LTD.ANDM/S

ABC PVT. LTD.THIS

AGREEMENT made at Mumbai this ____ day of _________, 2000 BETWEEN M/s XYZ PVT.

LTD., a private limited company incorporated under the Companies Act, 1956 and

having its registered office at ___________________.hereinafter referred to as

"the Transferor" of One Part AND M/s ABC PVT.LTD, a private limited

company incorporated under the Companies Act, 1956 and having its registered

office at_________________, here in after referred to as "the

Transferee" of the Other Part and reference to the parties hereto shall

unless repugnant to the context or meaning thereof mean and include their

respective administrators, successors and assigns;WHEREAS

the Transferor is carrying on the business of Website development since 1998;AND

WHEREAS the Transferor has incurred heavy expenditure by way of advertisements,

payments to employees, overhead expenditure, etc. in developing the Website

"______________.COM";AND

WHEREAS the Transferor has agreed to transfer and assign the right, title and

interest of the Website "____________.COM" to the Transferee and the

Transferee has agreed to take over the same along with all the rights of the

contents and the brand name at or for the price and on the terms and conditions

as recorded here in below;NOW

THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES

HERETO AS UNDER:-1. The Transferor hereto

is carrying on the business of Website development.2. The Transferor has

incurred various expenditure in the process of development of the Website

"______________.COM".3. The Transferor has

now agreed to sell, transfer and assign its entire right, title and interest in

the content and the brand name of ______________ COM. to the Transferee and the

Transferee has agreed to purchase and acquire the same at or for a total price

of Rs._________/- (Rupees _________________ only).4. The Transferee has

paid to the Transferor the full and final consideration of Rs._______/- (Rupees

____________________ only) for transfer/sale of rights to the content and brand

name of "______________.COM." by Cheque No.______ dated

__/__/___drawn on _____________________ Bank, the receipt whereof the

Transferor doth hereby admit and acknowledge.5. The Transferor

declares and states that the Website "______________.COM" is free

from all lien, charge, claim, encumbrance, right of anyone over the same and

that the Transferee can use and acquire the same without any claim of liability

of anyone over it.6. The Transferor hereby

indemnifies and agrees to keep indemnified the Transferee at all times

unconditionally from and against any claims, dues, taxes, liabilities, charges,

etc. that may arise on account of the Website ______________.com up to the date

hereof.7. This Agreement is

made at Mumbai, the payments have been made in Mumbai and is subject to Mumbai

jurisdiction.IN

WITNESS WHEREOF the parties hereto have hereunto set and subscribed their

respective hands the day and year first hereinabove written.SIGNED

AND DELIVERED by the with in named)M/S

XYZ PVT. LTD.)by

its ___________Mr. ______________________)in

the presence of)SIGNED

AND DELIVERED by the with in named)M/S

______________.COM PVT. LTD.)by

its ________________ Mr. ________________)in

the presence of)