The paper behind a transfer
Four documents cover every Imsa Search transaction. The outlines below are published so your counsel and finance team can see what they will be asked to sign before an enquiry is even made. Completed drafts for a specific name are sent on request.
Mutual Non-Disclosure Agreement
Two-way confidentiality covering the identity of the parties, the names discussed, offers, and prices. Signed before any figure is exchanged, where either side wants it.
Domain Name Purchase Agreement
The short-form agreement on portfolio sales: warranty of clear title, escrow mechanics, handover method, inspection period and release instruction.
Escrow Instructions
What each party does in the Escrow.com console and in what order, so that the transaction there matches the agreement word for word.
Transfer Checklist
The steps we follow between funding and release: lock status, funding confirmation, handover, buyer verification, and the record.
These outlines are published for reference. They are not legal advice and they are not a substitute for it; your counsel should review any agreement before you sign it.
Mutual Non-Disclosure Agreement
Effective date: [Date]
Parties: Imsa Search, Chicago, Illinois ("Imsa Search"), and [Counterparty legal name] ("Counterparty"). Each is a "Party".
1. Purpose
The Parties wish to discuss the potential purchase, sale, acquisition, valuation or custody of one or more internet domain names (the "Purpose") and to share information for that reason only.
2. Confidential Information
Any non-public information disclosed by one Party to the other in connection with the Purpose, in any form, including: the identity of the Parties and of any beneficial owner or intended registrant; the names under discussion; offers, counter-offers and prices; portfolio holdings; and escrow and transfer arrangements. The fact that discussions are taking place is itself Confidential Information.
3. Obligations
Each Party will keep the other's Confidential Information confidential, use it only for the Purpose, and protect it with at least reasonable care. Disclosure is permitted only to the receiving Party's officers, employees, legal, tax and escrow advisers who need to know it and who are bound by obligations no less protective than these.
4. Exclusions
The obligations do not apply to information that is or becomes public through no fault of the receiving Party; was already lawfully known to it; is independently developed without use of the Confidential Information; or must be disclosed by law or court order, provided prompt notice is given where lawful.
5. No obligation to transact
Nothing in this Agreement obliges either Party to make or accept an offer, and neither Party will be liable to the other for declining to proceed.
6. Term
This Agreement covers disclosures made for two (2) years from the Effective Date. The obligations survive for a further two (2) years after that period ends.
7. Governing law
The laws of the State of Illinois, without regard to conflict-of-laws rules. The state and federal courts sitting in Cook County, Illinois have exclusive jurisdiction.
Signed for Imsa Search: ______________________ Date: ________
Signed for Counterparty: ______________________ Date: ________
Domain Name Purchase Agreement
Seller: Imsa Search ("Seller"). Buyer: [Buyer legal name] ("Buyer").
Domain: [name.com] (the "Domain"). Price: USD [amount] (the "Price"). Escrow agent: Escrow.com (the "Agent").
1. Sale
Subject to the Agent's confirmation of cleared funds, Seller sells, assigns and transfers to Buyer all of Seller's right, title and interest in the Domain, and Buyer purchases the Domain for the Price.
2. Seller's warranties
- Seller is the registrant of record of the Domain and has full authority to transfer it.
- The Domain is transferred free of liens, security interests, pending disputes, court orders and registrar or registry holds, other than any ICANN transfer lock disclosed to Buyer in writing.
- Seller has received no notice of any claim that the Domain infringes a third party's rights.
- Seller will not, after transfer, register or use any confusingly similar name in a manner intended to divert traffic or mail from the Domain.
3. Escrow and funding
Buyer will deposit the Price with the Agent within [five] business days of signature. The Agent's fee is [split equally / borne by Buyer / borne by Seller]. Each Party bears its own legal and registrar costs.
4. Handover
Within [two] business days of the Agent's confirmation of cleared funds, Seller will unlock the Domain and deliver the authorisation code through the Agent's platform, or push the Domain into Buyer's account at the same registrar where Buyer so elects.
5. Inspection and release
Buyer has [three] business days from delivery to confirm administrative control of the Domain. On Buyer's confirmation, or on expiry of the inspection period without written notice of a transfer failure, the Agent is irrevocably instructed to release the Price to Seller. If a failure is notified, Seller will remedy it and the period restarts.
6. Confidentiality
Neither Party will disclose the Price or the terms of this Agreement except to its advisers, the Agent, or as required by law.
7. Entire agreement and governing law
This Agreement is the entire agreement between the Parties about the Domain. It is governed by the laws of the State of Illinois; the courts sitting in Cook County, Illinois have exclusive jurisdiction.
Seller: ______________________ Date: ________
Buyer: ______________________ Date: ________
Escrow Instructions
1. Opening the transaction
- Imsa Search opens a Domain Name transaction at Escrow.com naming the Domain, the Price in USD, the inspection period from the agreement, and the fee split from the agreement. Buyer receives an invitation to the transaction by email from Escrow.com.
- Buyer reviews the terms in the console. If anything differs from the signed agreement, Buyer declines and tells us; nothing proceeds until the two match.
- Both Parties complete Escrow.com identity verification. Corporate buyers may need to add the approver who will release funds.
2. Funding
- Buyer sends the Price to Escrow.com by wire, ACH or card, using the payment reference shown in the console. Buyer never sends funds to Imsa Search.
- Escrow.com marks the transaction as funded once the payment has cleared. Both Parties see this in their own console; we do not act on an emailed remittance advice.
3. Handover
- Imsa Search unlocks the Domain and enters the authorisation code in the console, or, for a same-registrar push, completes the push and records the receiving account identifier.
- Buyer initiates the transfer at their registrar using the code, or accepts the push. Escrow.com verifies the change in the registry record.
4. Inspection and release
- Buyer confirms in the console that the Domain is in their account. If a problem is found, Buyer marks it in the console and funds remain held while it is resolved.
- On Buyer's acceptance, or the end of the inspection period, Escrow.com releases the Price to Imsa Search and issues the transaction record to both Parties.
5. Where you want to remain unnamed
On a represented acquisition in which Buyer is not disclosed to the seller, the transaction may be opened between the seller and Imsa Search, with the Domain assigned to Buyer on the same day the seller's transaction releases. Buyer's own transaction with Imsa Search runs in parallel on the same terms.
Transfer Checklist
Before the agreement
- Confirm the Domain's registrant of record, registrar, expiry and lock status at the registry.
- Disclose in writing any ICANN 60-day transfer lock, and agree the handover method accordingly (push within the registrar, or hold until the lock expires).
- Ask Buyer for the receiving registrar and account identifier, and whether the Domain will carry mail or web traffic on day one.
Before unlocking
- Export and archive the current DNS zone so it can be reproduced at Buyer's provider if needed.
- Confirm cleared funds in the escrow console, not by email. No authorisation code is released before that confirmation.
- Disable WHOIS privacy temporarily if the receiving registrar requires it.
Handover
- Same registrar: verify Buyer's account identifier twice and push the Domain.
- Different registrar: remove the transfer lock, generate the authorisation code and place it in the escrow console. Approve the outbound transfer at the losing registrar as soon as the request arrives rather than waiting for the five-day auto-approval.
Buyer verification
- Buyer confirms the Domain is in their account, with their organisation as registrant and their nameservers answering.
- Buyer marks the transaction accepted in the escrow console. Funds are released to Imsa Search only on that action or the end of the inspection period.
After release
- Send Buyer the escrow transaction record and a one-page cut-over note covering locks, renewals, mail policy and redirects.
- Remove the Domain from the Imsa Search register and retire any DNS we were hosting for it.
Want the agreement for a specific name?
Tell us the domain and we will send the completed draft with the price, the escrow reference and a settlement timeline.