Domain Acquisition Toolkit: Outreach Scripts, Purchase Agreements, and Post-Closing Records

Domain purchases are often done on a handshake and a marketplace checkout, and most of the time nothing bad happens. When something does, the dispute is won or lost on paper that either exists or does not: a dated memo, a seller's statement about how it got the name, a clause saying who confirms the registrar's email. These papers are short because the deals are short. Fill them in, cut what you do not need, and keep them together.

How to use this toolkit

Each template states its purpose, owner, and timing, then gives the form, then adds drafting notes tied to authority. Bracketed text is for you to fill in. The doctrine is in Buying a Domain Name From Its Current Owner: Brokers, Escrow, Transfers, and the UDRP Risks You Inherit, the step-by-step reasoning is in Acquiring a Domain Name Anonymously and Safely: A Practical Guide, and the desk version is Domain Name Acquisition Checklist: A Practical Checklist.

Scale to the deal. A $3,000 name may need only Templates 2, 5, and 8. A $300,000 name needs all of them, and a lawyer who reads the drafting notes against your state's law. None of these forms is a substitute for review on a material purchase.

The running example. Cindermoor Labs, Inc., a Delaware software company, wants cindermoor.com for a product launch. The name was first registered in 2007 and is held by an individual, R. Valdane, who parks it. Cindermoor forms Pinegrove Holdings LLC to buy and hold the name. All of this is invented for illustration.

Template 1: Decision record and intent memo

Purpose: Fix the decision to buy and show the good faith reason for it, on a date before the dispute. Owner: Business lead signs; counsel reviews. Timing: Before first contact; update before signing.

PRIVILEGED AND CONFIDENTIAL (legal section only)

DOMAIN ACQUISITION DECISION RECORD
Target name: [cindermoor.com]              Date: [DATE]
Prepared by: [NAME, TITLE]                  Approved by: [NAME, TITLE]

A. BUSINESS PURPOSE (not privileged; written to be shown)
1. What we will do under this name: [PRODUCTS OR SERVICES]
2. Why this term: [ORIGIN OF NAME; WHEN CHOSEN; WHO CHOSE IT]
3. Launch plan and dated milestones: [LIST]
4. Evidence attached: [FORMATION PAPERS, BRAND WORK, BUDGET, WIREFRAMES]
5. We do not intend to sell this name to any trademark owner or competitor,
   or to attract another company's customers.
   [ONLY IF TRUE]

B. KEY DATES
First registration of name: [DATE, SOURCE]
Current holder acquired: [DATE OR UNKNOWN, SOURCE]
Our first use or filing: [DATE]
Other parties' marks found: [SEE C]

C. CLEARANCE SUMMARY (legal)
Search date, scope, and databases: [DETAILS]
Closest hits: [MARK, OWNER, GOODS, REGISTRATION DATE, ASSESSMENT]
Conclusion and any limits on planned use: [ ]

D. DECISION
[ ] Buy   [ ] Pursue dispute remedy   [ ] Choose another name
Opening: $[ ]   Target: $[ ]   Walk-away: $[ ]   Who may change: [NAME]
Alternatives if we walk: [LIST]

Drafting notes. Keep Section A factual and free of legal analysis, because it may be produced. UDRP paragraph 4(c)(i) protects use or "demonstrable preparations to use" before notice of a dispute, and WIPO Overview 3.1 section 2.2 lists formation work, investment in development, and a genuine business plan as examples, wanting "clear contemporaneous (and ideally, dated) evidence." The date matters because a purchase is the date panels test under section 3.9, and because Prudential Insurance Co. of America v. Shenzhen Stone Network Information Ltd., 58 F.4th 785 (4th Cir. 2023) rejected preparation evidence that could not be tied to a date before the dispute. Section D's alternatives are not evidence of anything, but they will save you money. Section 5 of Part A is only useful if it is true; Virtual Works, Inc. v. Volkswagen of America, Inc., 238 F.3d 264 (4th Cir. 2001) holds that partial bad faith defeats the statutory safe harbor.

Template 2: Outreach scripts and answers to hard questions

Purpose: Give the one person talking to the seller language that is short, true, and safe to read aloud to a panel. Owner: Broker or designated contact. Timing: From first contact.

First approach, unlisted name.

Subject: Inquiry about [DOMAIN]

Hello,

I represent a party that may be interested in acquiring [DOMAIN]. Is the name
available for purchase, and if so, is there a price you have in mind?

If we reach terms, we would close through a licensed escrow service, with the
transfer handled through your registrar in the ordinary way.

Regards,
[NAME]
[BROKERAGE OR FIRM, IF ANY]
[REAL CONTACT DETAILS]

Approach by marketplace form.

I am interested in [DOMAIN] and would like to discuss price. Please let me
know whether the listed price is firm, and whether you would close through
[ESCROW AGENT].

Seller gives a high number.

Thank you. That is above what my client has budgeted. Can you tell me how you
arrived at it? We would be able to consider a figure around $[AMOUNT], closing
through escrow within [NUMBER] days of signing.

Stepping away.

Thanks for your time. We are not able to get to that number and will look at
other options. If your position changes, I would be glad to hear from you.

Answers to hard questions.

Drafting notes. Silence about the principal is ordinary practice: ABA Model Rule 4.1 comment 2 treats the existence of an undisclosed principal as ordinarily not a statement of material fact, "except where nondisclosure of the principal would constitute fraud." The left-hand questions show why that exception matters. A direct question makes identity important, and a lie then supports rescission or a fraud claim. Scripts avoid trademark talk because panels treat discussions as admissible (WIPO Overview 3.1 section 3.10), because Fed. R. Evid. 408 protects only compromise of a disputed claim, and because a failed purchase followed by a baseless complaint is a listed hijacking ground (section 4.16). In Prudential, the holder demanded the anonymous buyer's location and line of business before quoting, so expect the question.

Template 3: Buy-side broker engagement letter

Purpose: Fix authority, confidentiality, conflicts, and pay. Owner: Counsel. Timing: Signed before the broker contacts anyone.

[DATE]

[BROKER NAME AND ADDRESS]

Re: Confidential acquisition of [DOMAIN] (the "Name")

[CLIENT ENTITY] ("Client") engages [BROKER] ("Broker") as follows.

1. Scope. Broker will approach the holder of the Name and negotiate toward a
   purchase. Broker has no authority to bind Client. No agreement exists until
   a written agreement is signed by Client.

2. Price authority. Broker may discuss prices up to $[AMOUNT]. Any higher figure
   requires Client's prior written approval. Broker will not disclose Client's
   limits.

3. Confidentiality. Broker will not disclose Client's identity, industry, plans,
   or the existence of this engagement to anyone, including the holder, its
   agents, or any marketplace, without Client's written consent. This duty
   survives the end of the engagement.

4. Truthful dealing. Broker will make no false statement of fact to anyone in
   connection with this engagement. If asked about Client's identity, Broker
   will decline to answer. Broker will refer to Client's counsel any request
   for a written statement about the buyer.

5. Conduct. Broker will not mention trademarks, disputes, or legal remedies, and
   will not threaten any person. Broker will send one contact at a time and
   follow Client's script.

6. Conflicts. Broker represents that it and its affiliates have no ownership,
   listing, or commission interest in the Name [EXCEPT: ___] and will take no
   compensation from the holder. Broker will tell Client promptly if that
   changes.

7. Fee. Client will pay [FLAT FEE / [ ] PERCENT OF THE FINAL PRICE / $[ ] PLUS
   [ ] PERCENT OF THE AMOUNT BY WHICH THE PRICE IS BELOW $[TARGET]], due only on
   completed transfer of the Name to Client. Expenses need prior approval.

8. Records. Broker will keep all communications about the Name, provide copies
   on request, and preserve them for [NUMBER] years.

9. Term. Either party may end this engagement on written notice. If Client buys
   the Name from the holder within [NUMBER] months after termination because of
   Broker's introduction, the fee is due.

10. Governing law: [STATE].

[SIGNATURES]

Drafting notes. Section 1 avoids an argument that the broker's email created a contract. Section 4 keeps both the broker and Client on the right side of the line, and it matters more if the broker is a lawyer, since Rules 4.1 and 8.4(c) apply directly. Section 5 exists because broker messages are evidence: the Prudential court read an internal GoDaddy email, and JFXD TRX ACQ LLC v. trx.com, No. 2:23-cv-02330 (D. Ariz. May 8, 2024) recounts another GoDaddy pitch at length. Under Bird v. Parsons, 289 F.3d 865 (6th Cir. 2002), a platform is not trafficking just because it provides the venue, but the buyer's own purchase is covered conduct under 15 U.S.C. § 1125(d), so a broker's statements about what the client wants can matter. A percentage fee rewards a higher price; the bracketed alternative rewards a lower one.

Template 4: Negotiation log

Purpose: Keep a single clean record. Owner: Whoever is talking to the seller. Timing: Every contact.

Drafting notes. Save the original messages, with headers. The log's use is partly defensive and partly evidentiary in a later dispute: if the holder claims never to have offered the name, or claims a prior offer, the record decides. The Fourth Circuit found a genuine dispute on factor VI of § 1125(d)(1)(B)(i) in part because a broker's email and the holder's later account of the same conversation did not match.

Template 5: Seller provenance questionnaire

Purpose: Get the seller's own statement about title, in writing, before signing. Owner: Counsel. Timing: After price is near agreed.

DOMAIN PROVENANCE STATEMENT

Domain: [DOMAIN]        Current registrar: [ ]

Please answer each question. If you sign the purchase agreement, your answers
will be attached to it and relied on.

1. Full legal name of the registrant on the registrar's records:
2. If that is an entity: state of formation, and your title and authority:
3. How did the registrant acquire the name?
   [ ] Original registration on [DATE]
   [ ] Purchase from [NAME] on [DATE], price $[OPTIONAL]; records available? [ ]
   [ ] Expired-name auction or backorder on [DATE] through [SERVICE]
   [ ] Other: [ ]
4. Has anyone else, including any employee, contractor, developer, partner, or
   former business, ever claimed rights in the name, or did the registrant first
   register it on someone else's behalf?
5. Has the name ever been stolen, recovered, or transferred without permission?
6. Has the name been subject to any UDRP, URS, lawsuit, or demand letter?
   If so, give details:
7. Does any lender, creditor, or other person hold a lien, option, or right of
   first refusal in the name?
8. Has the registrant used the name or term in a business, or filed for a
   trademark?
9. What currently uses the name? Website, email, certificates, name servers for
   other domains, third-party services:
10. Have you received any notice of a registrar, registry, or court action?
11. Are you, the registrant, or anyone for whom you act subject to sanctions?
12. Is the registrant email address in the registrar's records working today?

I confirm that these answers are true and complete.

Signature:                      Name:                     Date:

Drafting notes. Question 3 goes to the title question in CRS Recovery, Inc. v. Laxton, 600 F.3d 1138 (9th Cir. 2010), where the outcome depends on whether an earlier holder lost the name through theft (void title) or fraud (voidable title). Question 4 catches the Jysk Bed'N Linen v. Dutta-Roy, 810 F.3d 767 (11th Cir. 2015) and DSPT International, Inc. v. Nahum, 624 F.3d 1213 (9th Cir. 2010) problem, in which a contractor or colleague held a client's name in his own account. Question 6 is more than a formality, but a clean answer does not end diligence: the buyer in CRS Recovery checked WIPO. Question 12 is there for the closing, as any fix to the email address may trigger a Change of Registrant. Investors may resist question 3's price detail, so it is marked optional.

Template 6: Diligence worksheet

Purpose: Track what was checked, when, and by whom. Owner: Counsel and technical lead. Timing: Before signing; repeat the marked rows the day before closing.

Drafting notes. The creation-date row matters more than it looks. In the Ninth Circuit, GoPets Ltd. v. Hise, 657 F.3d 1024 (9th Cir. 2011) and the Arizona cases that follow it, such as Dent v. Lotto Sport Italia S.p.A., No. 2:17-cv-00651 (D. Ariz. Mar. 11, 2020), tie protection to the original registration, and Mira Holdings Inc. v. UHS of Delaware Inc., No. 2:23-cv-00169 (D. Ariz. Aug. 18, 2023) shows a buyer failing to plead that date. Keep the evidence of the earliest registration. A name that dropped may not carry that date at all, per JFXD TRX ACQ LLC v. trx.com, No. 2:23-cv-02330 (D. Ariz. May 8, 2024). A UCC search reflects the rule that a security interest generally survives a sale unless released (U.C.C. § 9-315(a)(1)). See also Norton Bankruptcy Law and Practice § 177:51 on security interests in domain names.

Template 7: Clause bank for an anonymous buyer

Purpose: Modules to fit into Template 8 when identity is sensitive. Owner: Counsel. Timing: Agreement drafting.

A. Agent for undisclosed principal.

[AGENT] enters into this Agreement as agent for a principal whose identity is
not disclosed (the "Principal"). Agent represents that it has authority to bind
the Principal. Seller agrees that Agent may assign this Agreement and its rights
in the Domain Name to the Principal or its designee without further consent, and
that Seller's obligations run to that assignee.

B. New entity buyer (no agency disclosed).

Buyer is a [STATE] limited liability company. Seller acknowledges that Buyer has
not disclosed its owners or affiliates, that Buyer has made no statement about
them, and that Seller is not relying on any such statement in entering into this
Agreement.

C. Non-reliance on identity.

Seller acknowledges that the identity of Buyer and its affiliates, and any
intended use of the Domain Name, may affect the value of the Domain Name to
Buyer, and that Seller has not asked for and Buyer has not provided any
information about them. Seller waives any claim that the price would have been
different had such information been known, to the extent the law permits.

D. Confidentiality surviving reveal.

Seller will keep confidential the price, the terms of this Agreement, and any
information it learns about Buyer or its affiliates, including after public use
of the Domain Name. Seller may disclose as required by law, or to its advisors
under a duty of confidence.

Drafting notes. Clause A uses the agency structure described in Restatement (Third) of Agency § 6.03. Clauses B and C should be accurate as written: if you have said anything about identity, change them. A non-reliance clause is not a license to lie, and many states limit its effect against fraud, so read it as a helpful record of what was not said rather than as protection for a false statement. If a seller asks for a statement that the buyer is not a named company, you cannot use Clause C to avoid a truthful answer. Refuse or walk.

Template 8: Domain purchase agreement

Purpose: The core contract. Owner: Counsel. Timing: Signed before or with escrow.

DOMAIN NAME PURCHASE AGREEMENT

This Agreement is dated [DATE] between [SELLER LEGAL NAME], a [JURISDICTION AND
TYPE] ("Seller"), and [BUYER LEGAL NAME], a [JURISDICTION AND TYPE] ("Buyer").

1. SALE. Effective on Closing, Seller assigns to Buyer all right, title, and
interest in [DOMAIN] (the "Domain Name"), including its registration at
[REGISTRAR], all rights under the registration agreement to the extent
assignable, and, by quitclaim, any trademark rights or goodwill Seller has in
the Domain Name or the term [TERM] [, except as stated in Schedule A].

2. PRICE AND ESCROW. Buyer will pay $[AMOUNT] (the "Price") through [ESCROW AGENT]
under the instructions in Exhibit 1. Each party will pay [SHARE] of escrow fees.
Buyer will pay the gaining registrar's transfer fee. [$[AMOUNT] of the Price
(the "Holdback") will remain in escrow until [NUMBER] days after Closing and may
be applied to claims under Section 7.]

3. SELLER'S TRANSFER OBLIGATIONS. Within [NUMBER] business days after the escrow
agent confirms funding, Seller will:
 (a) remove any lock under Seller's control;
 (b) obtain and deliver to Buyer the authorization code for the Domain Name;
 (c) approve any registrar transfer message within one business day;
 (d) keep the registrant email address and registrar account active until
     Closing, and not change registrant data, except as Buyer directs in writing;
 (e) if the registrar requires, confirm the change of registrant to Buyer or its
     designee; and
 (f) take any further step reasonably needed to place Buyer in sole control.

4. CLOSING. "Closing" occurs when (a) the Domain Name shows Buyer's registrar as
registrar of record, (b) Buyer is shown in the registrar's records as registrant,
and (c) Buyer has sole control of the account and locks. If Closing has not
occurred within [NUMBER] days after funding, Buyer may end this Agreement, and the
escrow agent will return the funds.

5. SELLER'S REPRESENTATIONS. Seller represents and warrants, as of signing and
Closing, that:
 (a) Seller is the sole registrant and holder of the Domain Name and has full
     authority to sell it;
 (b) Seller acquired the Domain Name lawfully, as stated in the Provenance
     Statement attached as Exhibit 2, which is true and complete;
 (c) the Domain Name is free of liens, security interests, options, licenses, and
     other claims, and Seller has not assigned or agreed to assign any interest;
 (d) no proceeding under any domain dispute policy, no lawsuit, no government
     action, and no written demand concerning the Domain Name is pending or, to
     Seller's knowledge, threatened;
 (e) to Seller's knowledge, no person other than Seller claims any right to the
     Domain Name, and it was not obtained by unauthorized transfer at any time;
 (f) Seller has not used the Domain Name to distribute malware or send unsolicited
     bulk email, and to Seller's knowledge no one else has during Seller's holding;
 (g) Seller is not the target of sanctions administered by the United States; and
 (h) the sale will not breach any agreement that binds Seller.

6. CLEANUP. Before Closing, Seller will move to other addresses any account,
password recovery, or service that relies on an address at the Domain Name, and
will identify on Schedule B any certificates, name servers, or services that
still rely on it. After Closing, Seller will not use any certificate or credential
for the Domain Name, will not seek to reclaim it, and will not reverse or dispute
any payment.

7. INDEMNITY. Seller will indemnify Buyer against losses, including reasonable
attorney fees, arising from breach of Sections 3, 5, or 6. Claims under Sections
5(a), (b), (c), and (e) survive for [NUMBER] years. [Other representations survive
for [NUMBER] months.] Buyer may recover first from the Holdback.

8. BUYER'S REPRESENTATION. Buyer has authority to enter into this Agreement. Buyer
gives no representation about its affiliates or its intended use. [SEE CLAUSE
BANK.]

9. NON-USE. [For [NUMBER] years/permanently,] Seller will not use, register, or
acquire [TERM] or any confusingly similar name or mark for [FIELD], except as
Schedule A allows.

10. POST-CLOSING HELP. For [NUMBER] days after Closing, Seller will forward any
registrar notice it receives, respond to reasonable questions, and sign anything
reasonably needed to confirm Buyer's title.

11. REMEDIES. Because the Domain Name is unique, Buyer may obtain specific
performance and injunctive relief in addition to other remedies, without bond to
the extent the law allows.

12. CONFIDENTIALITY. [INSERT CLAUSE D.]

13. GENERAL. This is the entire agreement. It may be changed only in writing.
Governing law is [STATE], and the [STATE] courts and federal courts in [DISTRICT]
have exclusive jurisdiction, except that either party may seek relief where the
registrar or registry is located. Buyer may assign this Agreement. Electronic
signatures are effective.

[SIGNATURES]

EXHIBIT 1: Escrow Instructions          SCHEDULE A: Permitted Seller Uses
EXHIBIT 2: Provenance Statement         SCHEDULE B: Services Relying on the Name

Drafting notes.

Section 1. The assignment covers both the contract and the property view because courts differ: Kremen v. Cohen, 337 F.3d 1024 (9th Cir. 2003) treats a name as property in California; Network Solutions, Inc. v. Umbro International, Inc., 529 S.E.2d 80 (Va. 2000) treats a registration as a contract for services in Virginia's garnishment context. "Effective on Closing" keeps title and money aligned. The quitclaim gives you whatever marks exist without warranty, but if the seller has a real brand, use a proper assignment with goodwill, because Sugar Busters LLC v. Brennan, 177 F.3d 258 (5th Cir. 1999) and 15 U.S.C. § 1060 make an assignment in gross a real danger. Then record it, using Recording a Trademark Assignment: A Practical Checklist.

Section 3(d). Prevents the seller from making a helpful last-minute change of email, which could be a Material Change that triggers the 60-day lock under Transfer Policy § II.C. Any change should be planned, and the seller should use any opt-out the registrar offers first.

Section 4. Defines Closing by the system's records. Do not define it by a promise or a screenshot.

Section 5(b) and (e). Written with CRS Recovery, Inc. v. Laxton, 600 F.3d 1138 (9th Cir. 2010) in mind. A void-title problem can reach an innocent buyer, so the warranty is the only recourse, and only as good as the seller's solvency. Hence the Holdback.

Section 5(d). UDRP paragraph 8 bars transfers during a pending proceeding and for 15 business days after. An undisclosed one can undo your deal.

Section 7. Survival for title claims should be long, because domain theft claims may surface years later. In CRS Recovery, the transfer happened in 2003 and the operative complaint was filed in 2007. Anonymous individual sellers may refuse; the holdback or a lower price is the trade.

Section 9. Prevents a seller from staying in the field and creating confusion. If the seller is a broader business, narrow it.

Section 11. Connects to Fed. R. Civ. P. 65 for injunctive relief. A no-bond clause may not bind a court, hence "to the extent the law allows."

Section 13. Forum. Consider that .com's registry sits in the Eastern District of Virginia, the in rem forum under 15 U.S.C. § 1125(d), and that Office Depot Inc. v. Zuccarini, 596 F.3d 696 (9th Cir. 2010) treated names as located where the registry or registrar is. Federal jurisdiction over a pure contract claim needs diversity or another basis; see Federal Subject-Matter Jurisdiction: Arising Under, Diversity, Supplemental Claims, and the Defect That Never Waives. For longer-form reps, schedules, and indemnity baskets, see Acquisition Agreement Toolkit: Reps, Schedules, Escrows, Earnouts, and Claim Notices.

Tax. Allocate the price if you buy anything more than the name. Chief Counsel Advice 201543014 distinguishes names that function as marks from others under 26 U.S.C. § 197, and it does not address every case; ask a tax adviser.

Template 9: Escrow instructions

Purpose: Tell the agent exactly what releases the money. Owner: Counsel, finance. Timing: With the agreement.

JOINT ESCROW INSTRUCTIONS

Transaction: Purchase of [DOMAIN]
Agent: [ESCROW AGENT]; Agent reference: [ ]
Buyer: [BUYER]    Seller: [SELLER]    Price: $[AMOUNT]    Fees: [ALLOCATION]

1. Funding. Buyer will wire the Price to Agent by [DATE]. Agent will notify both
   parties when funds clear.

2. Transfer. After notice of funding, Seller will start the transfer steps in the
   parties' agreement.

3. Inspection. Buyer's inspection period is [NUMBER] calendar days, beginning when
   Buyer notifies Agent that the Domain Name is in Buyer's registrar account.
   The period does not expire before Buyer is shown as registrant in the
   registrar's records, and Buyer will notify Agent of that date.

4. Release. Agent will release the Price to Seller, less any Holdback, on Buyer's
   written confirmation of Closing, or at the end of the inspection period if
   Buyer has given no written objection.

5. Objection. If Buyer objects in writing during the inspection period, Agent will
   hold funds until the parties jointly instruct or a court orders otherwise. If
   the Domain Name has moved, Seller's return of funds is conditioned on Buyer's
   return of the Domain Name, by the same method.

6. Holdback. Agent will hold $[AMOUNT] until [DATE], and release it to Seller
   unless Buyer has given written notice of a claim, in which case Agent will hold
   the disputed amount pending joint instruction or court order.

7. Confidentiality. Agent will not disclose Buyer's beneficial owners, contact
   details, or know-your-customer information to Seller, except as law requires.

8. Verification. Any change in payment instructions must be confirmed by telephone
   using a number already on file.

Drafting notes. A standard consumer form may not include Sections 3, 5, and 6. Ask for them, and be ready to accept a simpler form on a small deal. Section 3 addresses a real gap: a transfer can complete days before the registrar processes a Change of Registrant, and a seller who has been paid has little reason to answer that confirmation email. Section 5's return-of-name mechanic is important because the name and money move through different systems. Section 7 recognizes that an agent will collect identity information for its own compliance even though FinCEN's 2026 final rule exempts domestic entities from federal beneficial ownership reporting. Choose a licensed agent. California, for instance, licenses under Cal. Fin. Code § 17000 and following. See Escrow Agreement Review Checklist, Setting Up and Administering a Deal Escrow: A Practical Guide, and the wider forms in Escrow Toolkit: Escrow Agreements, Joint Instructions, and Claim Notices.

Template 10: Transfer closing run sheet

Purpose: One shared document for the few days when a mistake is costly. Owner: Technical lead; counsel on call. Timing: From the day before funding through release.

If the seller and buyer are at the same registrar: steps 8 and 9 become an internal push, and step 11 may trigger a 60-day lock at that registrar. Calendar its end date, and plan any later move.

When ICANN's reforms are implemented: the code becomes a Transfer Authorization Code, valid for 14 days and usable once, so do step 6 only when the deal is ready. Post-creation and post-transfer restrictions become 30 days. The post-registrant-change lock and the two-sided confirmation disappear (Board Resolution 2026.06.07.04, adopting Recs. 3, 9, 13, 18, and 26). Update this sheet when your registrars confirm the change.

Drafting notes. The order at steps 8 through 11 reflects the current policy's own warning: Transfer Policy § II.C.1.3 tells the registrar to advise a prior registrant to request any inter-registrar transfer before the Change of Registrant to avoid the 60-day lock. Five calendar days at step 9 comes from § I.A.3.5. Step 7 assumes the code is a credential; anyone holding it and a seller's unlocked name can start a transfer. Use the Domain Name Security and Recovery Checklist: A Practical Checklist list for hardening.

Template 11: Trouble-call notice letter

Purpose: Prompt, measured notice if the seller stalls or a third party appears. Owner: Counsel. Timing: Within a day of the problem.

[DATE]

[SELLER]
By email and [COURIER]

Re: Purchase of [DOMAIN]; Agreement dated [DATE]

The escrow agent confirmed funding on [DATE]. Section 3 of the Agreement requires
you to [REMOVE THE LOCK AND DELIVER THE AUTHORIZATION CODE] within [NUMBER]
business days. That period ended on [DATE].

Please complete these steps by [DATE AND TIME]. Please do not transfer, encumber,
or change the registration of the Domain Name in any other way.

If the steps are not completed, Buyer will consider its remedies under the
Agreement, including specific performance and injunctive relief, and may give
notice to the registrar. Please preserve all records concerning the Domain Name.

[NAME]

Drafting notes. Stay factual. If the holder's position changes because of a third-party claim, ask for it in writing, and tell the escrow agent. Notice to the registrar may produce a hold, so consider the timing. If you receive a demand from someone who says the name was stolen, stop any release, preserve records, and read Domain Recovery Toolkit: Registrar Demands, Transfer Dispute Filings, and In Rem Complaints to see what will come next. If a UDRP complaint arrives after closing, your response deadline is 20 days under Rule 5, and paragraph 4(k) gives ten business days after an adverse decision to file in the Mutual Jurisdiction. As the current registrant, you may bring the action under 15 U.S.C. § 1114(2)(D)(v), as Blair v. Automobili Lamborghini S.p.A., No. 2:22-cv-01439 (D. Ariz. July 14, 2023) holds. See also Sallen v. Corinthians Licenciamentos LTDA, 273 F.3d 14 (1st Cir. 2001), Barcelona.com, Inc. v. Excelentisimo Ayuntamiento de Barcelona, 330 F.3d 617 (4th Cir. 2003), Storey v. Cello Holdings, L.L.C., 347 F.3d 370 (2d Cir. 2003), and Domain Name Toolkit: UDRP Complaints, ACPA Pleadings, and Portfolio Management.

Template 12: Post-closing security record

Purpose: Prove the name was secured, and catch what the old owner left. Owner: Technical lead. Timing: Day 0 to Day 30.

Inbound-mail rule for staff.

Mail addressed to former users at this domain is not ours. Do not open, read,
reply to, or forward it. Do not use any password reset, recovery link, or code
that arrives for an account you do not own. If you see something that looks
important, tell [NAME], who will decide how to handle it with counsel.

Drafting notes. The inbound-mail rule reflects unsettled exposure under 18 U.S.C. § 2511, 18 U.S.C. § 2701, and 18 U.S.C. § 1030. No reported case we found squarely applies these statutes to a new domain owner's receipt of stray mail, so the rule is a precaution, and its logic is simple: an account reset you did not earn is someone else's account. For background, see The Computer Fraud and Abuse Act After Van Buren: Gates, Insiders, Scrapers, and the Loss Requirement. If stray mail shows you someone's sensitive data, consider Data Breach Response and Notification: The Fifty-State Patchwork, Regulators, and Litigation. Taking the parked page down reflects Prudential and Lahoti v. Vericheck, Inc., 636 F.3d 501 (9th Cir. 2011), where ad-link pages counted against the holder.

Template 13: Holding-entity license

Purpose: Let the operating company use a name held by the stealth entity. Owner: Counsel. Timing: Before launch.

DOMAIN NAME LICENSE

[PINEGROVE HOLDINGS LLC] ("Holder") licenses [CINDERMOOR LABS, INC.] ("User") to use
[DOMAIN] for User's business, for so long as Holder and User are under common
control, or until [NUMBER] days after written notice.

1. Holder remains registrant of record, and is responsible for accurate
   registration data, renewals, and locks.
2. User will direct DNS as Holder permits, keep lawful content, and tell Holder
   within one business day of any complaint, demand, or legal notice about the
   domain.
3. [If the domain's term is also a mark owned by Holder:] User's use of the mark
   and its goodwill benefit Holder, and User will meet the quality standards Holder
   sets.
4. User will respond promptly to requests for its contact details, which Holder
   may disclose where a registrar's or registration agreement's terms require.
5. On termination, User will stop using the domain. Holder may assign this license
   to a successor.

[SIGNATURES]

Drafting notes. The 2013 Registrar Accreditation Agreement § 3.7.7.3 keeps a licensing registrant on the hook as holder of record and imposes liability for harm caused by wrongful use unless it identifies the licensee within seven days to a party presenting reasonable evidence of actionable harm. Section 4 prepares for that. Section 3 reflects 15 U.S.C. § 1055, and whoever owns the mark must control quality. The license avoids a later internal assignment, which could be argued as a new registration: Schmidheiny v. Weber, 319 F.3d 581 (3d Cir. 2003) treated a transfer to the registrant's own company as a registration, Prudential Insurance Co. of America v. Shenzhen Stone Network Information Ltd., 58 F.4th 785 (4th Cir. 2023) joined that reading, and GoPets Ltd. v. Hise, 657 F.3d 1024 (9th Cir. 2011) did not. For more on mark ownership, see Brand Ownership Toolkit: Assignment Agreements, Founder IP Clauses, and Ownership Evidence Files. If an intent-to-use application is involved, remember that 15 U.S.C. § 1060 restricts its assignment before use.

Template 14: Closing file index

Purpose: The folder someone can pick up in five years. Owner: Counsel. Timing: Within a month of closing.

CLOSING FILE: [DOMAIN]

1. Decision record and intent memo (Template 1), with attachments
2. Clearance search and opinion (privileged; keep separate)
3. Negotiation log (Template 4) and original messages
4. Broker letter and invoices
5. Provenance Statement (Template 5)
6. Diligence worksheet (Template 6), with RDAP snapshots
7. Signed agreement and schedules
8. Escrow instructions, statements, and release notices
9. Registrar records: transfer confirmation, change of registrant, lock history
10. Post-closing security record (Template 12)
11. License, if any (Template 13)
12. First-use evidence: launch date, archived page, invoices
13. Tax workpaper on capitalization and amortization
14. Renewal calendar and response plan for any complaint

Drafting notes. Items 1, 5, 6, and 12 are what you will want in any UDRP response. A respondent has 20 days and no discovery, and panels decide on what is filed (WIPO Overview 3.1 section 2.1). In court, they support the safe harbor at § 1125(d)(1)(B)(ii) and a declaratory case under 28 U.S.C. § 2201. Item 12 matters in the Ninth Circuit too: Dent still analyzed use after applying GoPets Ltd. v. Hise, 657 F.3d 1024 (9th Cir. 2011). Workforce Software, LLC v. Workforce.com, Inc., No. 1:20-cv-07365 (N.D. Ill. Oct. 26, 2021) offered a useful line for later buyers: those who "continue to use a domain as it has always been used" should not face a serious bad-faith allegation. Keep proof of what you did. And if the name is valuable, keep the file somewhere that doesn't depend on the name's own mail server.

This toolkit is general information and not legal advice for a specific situation. Adapt it with counsel to the law of your state and the facts of your deal.

Related Documents

Related Articles

• Buying a Domain Name From Its Current Owner: Brokers, Escrow, Transfers, and the UDRP Risks You Inherit: the sibling article on brokers, transfers, the circuit split, and inherited UDRP risk.
• Stolen Domain Names: How Domain Hijacking Happens and the Legal Paths to Getting One Back: the theft scenario behind Templates 5 and 11.
• Escrows, Holdbacks, and Purchase Price Security: Who Holds the Money and Who Gets It Back: general escrow structures behind Template 9.
• Federal Subject-Matter Jurisdiction: Arising Under, Diversity, Supplemental Claims, and the Defect That Never Waives: jurisdiction over contract and ACPA claims in Template 8's forum clause.
• The Computer Fraud and Abuse Act After Van Buren: Gates, Insiders, Scrapers, and the Loss Requirement: the access statutes behind Template 12's inbound-mail rule.

Related Guides

• Acquiring a Domain Name Anonymously and Safely: A Practical Guide: the sibling guide to the full anonymous purchase sequence.
• Setting Up and Administering a Deal Escrow: A Practical Guide: how a bigger deal runs its escrow from opening to release.
• Choosing the Right Domain Name Dispute Procedure: A Practical Guide: the alternatives if you decide to fight rather than buy.

Related Checklists

• Domain Name Acquisition Checklist: A Practical Checklist: the sibling checklist that follows these papers phase by phase.
• Domain Name Security and Recovery Checklist: A Practical Checklist: hardening details for Template 12.
• Escrow Agreement Review Checklist: reviewing the escrow form.
• Recording a Trademark Assignment: A Practical Checklist: recording any mark assignment.
• Trademark Declaration Accuracy Checklist: A Practical Checklist: the accuracy review to run before Cindermoor signs an application.

Related Toolkits

• Domain Name Toolkit: UDRP Complaints, ACPA Pleadings, and Portfolio Management: UDRP and ACPA papers if a dispute follows.
• Domain Recovery Toolkit: Registrar Demands, Transfer Dispute Filings, and In Rem Complaints: what the other side may send if provenance fails.
• Escrow Toolkit: Escrow Agreements, Joint Instructions, and Claim Notices: longer-form escrow agreements.
• Acquisition Agreement Toolkit: Reps, Schedules, Escrows, Earnouts, and Claim Notices: longer-form acquisition reps and indemnities.
• Brand Ownership Toolkit: Assignment Agreements, Founder IP Clauses, and Ownership Evidence Files: assignment and ownership evidence papers for any associated brand.