A domain sale agreement is a short contract recording the price, the payment route, how and when the name moves, and each side’s promises. Escrow handles the money; the agreement handles the rest. This is not legal advice. The template below is a plain-English starting point we wrote, and the lawyers quoted here say the same: for a large or complex deal, use a lawyer. Pages were checked on 25 October 2026.
What escrow terms already cover, and what they leave out
If you pay through Escrow.com, you already sign something. Its General Escrow Instructions (revised 19 October 2020) say that once both parties agree to identical transaction details and click “Agree”, “these instructions shall constitute a binding agreement between all parties.” For a domain, Escrow.com is instructed to close only when the transfer is confirmed, or the buyer accepts it, or the inspection period runs out.
Section 22 says the escrow services “DO NOT include any representation of warranty” and that Escrow.com “assumes no responsibility for the legality of the transaction, condition of the ownership, sufficiency of instruments conveying ownership”. Sales tax and anything “NOT specifically included” sit “outside of escrow”.
| Escrow.com’s instructions cover | Outside escrow (Section 22) |
|---|---|
| Close only after the transfer is confirmed, accepted, or the inspection period expires (s.2) | Any warranty by Escrow.com |
| Seller gives login or auth code before funds are released (s.2) | Legality of the transaction |
| Inspection period in full calendar days, length agreed by the parties (s.3) | “Condition of the ownership” |
| No action by the buyer counts as acceptance (s.4) | Sufficiency of the instruments conveying ownership |
| 10-day seller deadline; 10-day return after rejection (s.3, s.5) | Sales tax |
| Fee split as agreed; buyer pays 100% of the fee if cancelled or returned (s.4, s.5) | Anything else “NOT specifically included” |
The escrow instructions are governed by California law, which covers the escrow, not your deal with the seller. How the escrow side works in practice is covered in domain escrow, and whether the service itself can be trusted is in is Escrow.com safe.
The clauses that matter, one by one
The most useful public reference is a domain lawyer’s annotated sample agreement by Zak Muscovitch, first published in 2013. It is a sample with notes, not current law, and says it “is not a substitute for obtaining legal advice”. A 2000 article by the law firm Deeth Williams Wall covers similar ground; its registry details are obsolete.
Parties, price and currency
Identify each other first: government ID for an individual, business registration documents for a company. A Whois history check helps a buyer confirm the name “has not recently changed hands”, a possible sign of theft. State the amount and currency, and if payment is staggered, what happens on default.
Payment through escrow, transfer method and deadline
The sample tells the escrow agent to release the price once the transfer is “reflected in the Whois records”, and suggests incorporating the escrow service’s terms by reference. Name the method: a push between accounts or an auth-code transfer (the seller-side steps are in how to transfer a domain to another person). Add a further-assurances clause, since registrars sometimes want extra paperwork, and a “time of essence” clause with a firm date. Under current ICANN rules, a change of registrant can trigger a 60-day block on moving registrars, though some registrars let you opt out.
What is included
Say whether the sale is the name only, or also the website, content, email and social accounts. Where trademark rights matter, the sample notes there “needs to be further provisions for assignment of goodwill and/or trademark rights”. If the seller used the name for email, agree interim use or state that the buyer is not responsible for it. A website business adds creditor and bulk-sale issues.
Warranties and no encumbrances
The seller promises it is the “sole beneficial and registered owner” with title “free and clear of any license, lien, charge or encumbrance”, and that no other contract to sell exists. Muscovitch is honest about the weakness: once the money is paid, “what is the purchaser able to reasonably do to enforce” it?
Trademark and UDRP risk
The sample has the seller confirm it has received no threats or proceedings for “trademark infringement or cybersquatting”. ICANN’s UDRP policy backs that up: a name cannot be transferred during a pending proceeding, or for 15 business days after one ends. The buyer should still run trademark searches; sellers rarely warrant non-infringement, so a buyer may ask for a holdback.
Taxes, governing law and signatures
The sample puts taxes on the seller, but the note says tax advice “should be sought”. Buyer and seller seldom share a jurisdiction, so pick one, sometimes “neutral” territory, and consider a specific-performance clause, since money may not fix a seller who refuses to transfer. Signatures by PDF or email are fine; state who signs for a company and that they are authorised.
Starter template — not legal advice
A compact domain purchase agreement we wrote in plain English. Replace every bracket, cut what does not apply, and have a lawyer review it before a large deal.
- Parties. [Seller name], of [address] (“Seller”), and [Buyer name], of [address] (“Buyer”).
- Sale. Seller sells to Buyer all its right, title and interest in [example.com], [together with / excluding] the website, content, email accounts and social accounts listed in [Schedule A].
- Price. [USD 5,000], paid through [escrow service] under its standard terms, which form part of this agreement. Escrow fees are paid by [Buyer / Seller / split equally].
- Transfer. Within [5] days of escrow confirming Buyer’s payment, Seller will [push the name to Buyer’s account at (registrar) / give Buyer the auth code]. Funds are released once Buyer is shown as registrant. Both parties will sign any registrar documents. Time is of the essence.
- Seller’s promises. Seller is the sole registered and beneficial owner; the name is free of liens and encumbrances; no other sale contract exists; Seller has received no threats or proceedings over trademark infringement or cybersquatting.
- Use after sale. Seller will stop using the name on transfer. [Email: Seller may use it until (date) / Buyer is not responsible for Seller’s email.]
- Taxes. Taxes on the price are paid by [Seller / Buyer].
- Governing law. This agreement is governed by the laws of [jurisdiction].
- Whole agreement. This document is the entire agreement; changes must be in writing and signed by both parties.
- Signatures. Signed by [name, title, authorised for (company)] and [name] on [date]. PDF-signed copies count as originals.
When the template is not enough
Use a lawyer when the price is large, payment is staggered, a website business is included, or trademarks are in play. Muscovitch notes some parties use “a licensed lawyer to act as escrow agent, particularly when the transaction is complex or of high value.” Keep every important term in the agreement itself: he warns against relying on “email or other correspondence” to prove what was agreed.
The limit is plain: a template cannot check that the seller controls the name or that it is clean. Do that first, starting with an RDAP lookup, and remember that a warranty is only as good as your ability to enforce it once the money has gone.
Frequently asked questions
Do I need a domain sale agreement if I use Escrow.com?
On a simple name-only deal, perhaps not. Escrow.com’s instructions exclude ownership, legality and sales tax, so add one when those matter.
Is this template legally binding?
We make no such claim. It is a starting point, not legal advice; have a lawyer review it for a large deal.
What if I do nothing during the inspection period?
Escrow.com treats a buyer who clicks neither Accept nor Reject as having accepted. Check the domain in your account first.
Who pays tax on a domain sale?
Whoever the agreement names. The sample puts it on the seller, but it depends on where you both are, so take tax advice.
The takeaway Let escrow handle the money, and let a short written agreement handle ownership, inclusions, trademark risk, tax and law. If you would rather buy on fixed terms, browse aged domains on the SERPHeroes marketplace, where every sale runs on the checkout terms shown on the order page and the seller is only paid once you confirm you have the domain.
