The Website Asset Purchase Agreement is essential for transactions involving the sale and transfer of website-related assets in Canada. This document is typically used when a business or individual wishes to acquire a website's complete assets, including its domain name, content, intellectual property, user data, and associated technologies. The agreement ensures compliance with Canadian federal and provincial regulations, particularly the Personal Information Protection and Electronic Documents Act (PIPEDA), the Copyright Act, and provincial e-commerce laws. It addresses crucial aspects such as asset valuation, transfer procedures, warranties, and post-closing obligations. The document is particularly important in protecting both parties' interests by clearly defining the scope of assets being transferred, handling privacy and data protection requirements, and establishing clear terms for the transition of digital property rights.
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1. Parties: Identification of the seller and purchaser of the website assets
2. Background: Context of the transaction and brief description of the website assets being transferred
3. Definitions: Definitions of key terms used throughout the agreement
4. Purchase and Sale: Core transaction terms including purchase price and payment terms
5. Assets Being Transferred: Detailed description of all website assets including domain names, content, code, databases, and associated IP
6. Closing: Closing date, conditions, and mechanics of the transfer
7. Representations and Warranties of Seller: Seller's warranties regarding ownership, functionality, compliance, and disclosed information
8. Representations and Warranties of Purchaser: Purchaser's warranties regarding authority and ability to complete the transaction
9. Covenants: Ongoing obligations of both parties before and after closing
10. Intellectual Property Transfer: Specific provisions for transferring IP rights and domain names
11. Privacy and Data Protection: Provisions regarding the transfer of user data and privacy compliance
12. Indemnification: Indemnification obligations of both parties
13. Confidentiality: Provisions regarding confidential information shared during the transaction
14. General Provisions: Standard boilerplate clauses including governing law, notices, and amendments
1. Third-Party Consents: Required when the website has contracts or licenses requiring third-party approval for transfer
2. Employee and Contractor Transfer: Needed when website maintenance staff or contractors are being transferred
3. Transition Services: Include when the seller will provide post-closing support or training
4. Non-Competition: Include when restricting seller from competing with the transferred website
5. Revenue Sharing: When part of the purchase price includes future revenue sharing arrangements
6. Source Code Escrow: When critical source code needs to be held in escrow
7. International Transfer Provisions: Required for websites serving multiple jurisdictions or involving cross-border transfers
1. Schedule A - Website Assets Description: Detailed inventory of all website components being transferred
2. Schedule B - Domain Names: List of all domain names and registration details
3. Schedule C - Intellectual Property: Comprehensive list of IP assets including trademarks, copyrights, and patents
4. Schedule D - Third-Party Software: List of third-party software, licenses, and subscriptions
5. Schedule E - Technical Documentation: Documentation regarding website architecture, hosting, and maintenance
6. Schedule F - User Data and Privacy Policies: Details of user data being transferred and associated privacy policies
7. Schedule G - Excluded Assets: List of assets specifically excluded from the transfer
8. Schedule H - Purchase Price Allocation: Breakdown of purchase price allocation across different asset categories
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