Payment of Purchase Price. The Purchase Price shall be paid Bar Stools For Less through Cheque.
(a) “Code” means, all the HTML, original images and related hypertext files for and
associated with the Website and all related software used to in the business;
(b) “Content” means, collectively, the content forming part of the Website, including all
graphics, images, look and feel, copy, text, logos, banners, and buttons;
(c) “Documentation” means, any documents, agreements or contracts related to or
associated with the Website that are and will be necessary for the Purchaser to
continue to operate the Website;
(d) “Domain Name” means, “barstoolsforless.com”;
(e) “Intellectual Property” means, collectively, all inventions, designs, trade names, and
copyrights (including all registration, licenses and applications pertaining thereto) and
any other intellectual property rights;
(g)(f) “Third Party Intellectual Property Rights” means the Intellectual Property rights,
domestic or foreign, of any third party;
(h)(g) “Website” means the barstoolsforless.com Internet website as it existed on
February 8, 2006, together with the Domain Name, Code, Content, Documentation
and Intellectual Property relating thereto, together with all links, URL’s, software,
products and services accessible to a user of the Internet (including, without
limitation, e-mail, chat, news, bulletin boards and other online products and services).
Vendor’s Covenants. Without limiting Section 1 above, the Vendor hereby:
(a) assigns, grants, conveys and transfers in perpetuity to Purchaser Vendor’s entire right,
title and interest world-wide, in and to all ownership and Intellectual Property in and to
the Website which Vendor owns or thereafter acquires, and any waivers of moral
rights which Vendor may have received as of the Closing Date in respect thereof,
including, without limiting the generality of the foregoing:
(i) the Domain Name, the Code, the Content and Documentation; and
(ii) if any, all copyright, copyright applications and registrations together with all
other copyright interest accruing by reason of international copyright conventions, if any, and all trade names, domestic or foreign, if any,
associated with the Website.
(b) waives Vendor’s existing and after-acquired moral rights in the Website (including the
right to restrain or claim damages for any distortion, mutilation or other modification of
the Website or any part thereof whatsoever).
Purchaser’s Conditions of Closing. The transactions herein contemplated are subject