NDA on a sale (1 Viewing)

  • Topic Starter rlm
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Nov 7, 2020
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So I've got an interesting situation here.

I agreed to sell a domain on a payment plan. We agreed that I'd invoice them for each payment period. No NDA was ever discussed. The buyer made the first payment (low 5-figures) and they paid me directly. They've decided to pay the remaining payments early (mid 5-figures) - but now they want to have their registrar act as an intermediary/escrow provider. I tried to talk them into using a real escrow service (Escrow.com) and they ignored me. Instead they had their registrar contact me who then asked me to invoice the registrar instead. The registrar also wants me to agree to a sales agreement that adds an NDA to the agreement, and the buyer is listed as a different company than the original buyer. So they are trying to make a couple of changes to the terms of the agreement - but I'm not sure if it is intentional or not. The change of buyer is fine by me because its the same guy who has clearly just launched a new company or partnered with someone else to form a new company. However, the addition of the NDA is a little annoying, not because I was definitely going to publish the sale now, but because maybe I will want to eventually, and I want that right.

The cyncial side of me says it is possible that the original buyer has misrepresented the price he already paid to the new partner, and therefore he wants to ensure I never publish the full sale price - this is just conjecture on my part. It is also possible that the registrar's sales agreement just has an NDA in it by default (which wouldn't surprise me). However, the NDA portion of the agreement is surprisingly detailed and long.

In any case, I'm going to tell them I will agree to the sales agreement provided they remove the NDA portion. If they put up a fuss, then I'll be more suspicious.

Has anyone ever added an additional cost to the purchase of a domain in order to agree to an NDA? I'm thinking if they really want the NDA that I'll ask for an additional 10% or something like that.

You want my honest answer?

Personally I would meet their terms but... I would tell them we already have a contract and there is a $475 administration fee to change the terms.

Simple, to the point and for $475 bucks extra I will gladly change the terms and add most any NDA you want.

PS. Tell them the charge is to have your legal team look over the documents. Tell them its an additional expense incurred that must be paid if they want to change the terms of the sale.
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I've added 5% for an NDA before, for a high xx,xxx sale and a buyer who was difficult. If you can get 10% all the better.

I think agreeing to an NDA should come with a charge, as you're taking on risk if the sale somehow comes out and they come after you. Though if I had a buyer who was easy to deal with and paid the asking price or close to it, I might not even add anything for an NDA.
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Thanks for the feedback. I've asked them to remove the NDA portion, we'll see how it goes from there.
Odd that the registrar wants you to provide them with an invoice and sign a new sales agreement when payment has already been made and the domain just needs to be transferred to them. I assume the buyer is paying the registrar for this service, and "maybe" the buyer will be charged a commission based on the price of the domain?

Still strange tho since payment has already been made and they don't need to handle any of the money. And why choose to use a third party service for the transfer, after payment has already been made?

Seems obvious you already had an agreement in place prior to registrar's involvement so you shouldn't have to budge or accept any further terms at this point, if you chose not to.
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Yeah, the buyer says he knows the Planethoster people so he's comfortable with them. But the actual people handling it probably didn't know anything about the original agreement, the buyer probably just told them it was $X dollars due. So I sent my concerns with their agreement, which included a clause about stating that I have 100% ownership and that there would be no claims against the domain - so I told them the buyer has already made a payment, there is a current payment plan in force, therefore I couldn't agree to that clause either. I also told them that the change of buyer name confuses things, and I suggested that the original buyer complete the purchase, then they can sell it to the new entity after. Even if the entities are related, it'll be cleaner that way, IMHO. I also of course said I didn't want an NDA, it was never discussed, please remove it. I got a message back saying that they would resolve the issues with a new agreement on Monday. So it sounds like there will be no problems resolving the issues I brought up, so we'll see. I believe they just weren't aware of the backstory.

I'll also add that this was the second domain I've sold this guy, and the first sale for $8K was done without escrow, everything went smooth, everything properly invoiced and taxed, good communication, speedy transaction, etc, etc... So I did think it was a bit odd he now wanted to switch to escrow after having completed a previous transaction, and he had already sent me low 5-figures in the first payment. So all of a sudden the lack of trust seemed odd. However, its possible this new entity has another partner who might have been more paranoid.
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A deposit/first payment seals a deal, anything thereafter is meaningless. Simply tell them the deal must be honoured in its current form or the deposit/first payment is null and void.
You really have to wonder why domain transactions can sometimes be so complicated and drawn out.

It always happens that way when there is a middleman or third-party involved and it's no surprise that the problems started when the Registrar inserted themselves into the deal.
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