Curated Domains, Media, and Identites — Transfer Agreement

Introduction

Over the years I’ve created and curated websites on a variety of topics with companion social media channels and other supporting resources. Some of the sites are designed as information portals serving nonprofit groups and public interest causes with no commercial focus. Other sites function to attract and deliver customers to help support local small businesses, downtown associations, neighborhoods, districts, or towns.

Over time, I plan to transfer ownership of these curated websites and related resources to relevant organizations, non profit groups, individuals, and businesses.

This page provides guidelines to establish expectations for transfers. It is written to be a universally applicable agreement and available to the public for purposes of transparency and solicitation of feedback for improvement over time.

If you’ve found this document as a result of an internet search, and would like to use some or all of it, you are free to do so, but just let me know so I can be aware of other copies or variations that exist. Thanks!

Identity Transfer Agreement

Version: 19 Mar 2019 1:30 PM CT

This document defines guidelines for transfer of website domains and related resources that help shape brand identity. It is to be used as an agreement between or among parties working together to help establish expectations and define areas of responsibility for transfer.

Goals and Intentions

If you’re reading this page, it is probably because we’ve been communicating about transferring a website and associated resources to your care. I have little or nothing to gain in this process. My hope is to reduce or eliminate any losses or liabilities for myself, while ensuring success, impactfulness, and positive outcomes for you. The guidelines below are provided to serve that end. Please feel free to contact me with any additions or changes that might improve this document. If there’s anything else that you’d like to see included, I’m happy to accommodate your wishes.

Cost

Public Interest Use. If the site and related resources are being transferred to an individual or entity planning on engaging in positive community-focused public-interest work, then the cost of transfer would be $1. In such a transaction, I would plan to volunteer some time to assist the recipient with the transfer and any implementation support needed — waiving my normal hourly fees. I would appreciate having a written letter from the recipient acknowledging this contribution, but other than that I would not have any expectation of greater influence, access, position, shares, or control than any other supporter/customer or community member. If the recipient is a nonprofit organization, a tax deductible donation receipt for the appraised value of the delivered assets would be appreciated.

Business Use. If a site and related resources are being transferred to an individual or entity planning on commercial for-profit use, then I may request a modest fee for the value of the site and related resources. This fee would typically be a fraction of the assessed market value of the assets. I might also request some compensation for my time helping with the transfer. Any fees or expenses charged are not intended to be burdensome, but simply to reduce my losses in the transfer process.

Note: Some businesses have such a significantly impactful social benefit in their mission and function that I may consider them to be serving public interest goals and thus fall under the category described above as public interest use.

Content

If desired, the recipient of the site can have non-exclusive rights to use some or all of the existing content at no cost. This is helpful in cases where the site may already have had significant advertising and promotions with links from other sites. Where my own photography is used, some non-intrisive attribution and acknowledgment would be appreciated. I would continue to have the right to use the non-branded content and media elsewhere with my own projects and in helping others. So the transfer of content is simply a license for use — to ensure there would be no subsequent concern by the new owner about copyright violations.

Branding and Identity

To ensure ongoing branding focus and identity strength, I agree to relinquish use of the site ‘name identity’ (website name) going forward. Any brand-related assets or accounts overlooked at the time of transfer, would subsequently be transferred to the new owner.

Whether or not trademarks have been acquired for the site and resources, I will treat them as trademarked and owned by the recipient, and encourage others to do the same so as not to dilute the brand.

However, in some cases there may be years of past content on the site and in other locations, including archived online content, where I (or others) may have made references to the site or made mention of the brand. It would be burdensome, unreasonable, and in some cases impossible to retroactively remove or update all references to my past ownership of the site and brand.

Where reasonable, I would plan to update current links and references to remove ambiguity regarding site ownership. To facilitate this, I will publicly announce through all my communication channels the transfer of ownership. This will help establish a clear public awareness that the transfer has taken place, thus avoiding confusion and ambiguity so it can easily understood that the new and future owners are not responsible for content created prior to their ownership.

I reserve the right to discuss the initial brand establishment while it was under my care and make reference to it in the future, but will not claim any credit for the ongoing progress of the site and brand unless otherwise warranted.

Although the site ‘name identity’ will remain (the site name itself), the logos, graphics, fonts, design, and other attributes that make up brand identity will undoubtedly change and improve over time under the care of the new owner. So, they are not relevant for purposes of this document.

Brand Name Wording Clarification

With regard to brand name, there can be some ambiguity when it comes to competing for search engine rankings. For example, if someone has a domain name IowaCityAuto.com and they sell it to someone. The purchaser may assume they have a de facto trademark on the words “Iowa City Auto” and that the seller (or anyone else for that matter) can never use those three words in a domain name ever again.

However, the reality is that anyone wanting to create an auto-related website for the Iowa City area can create sites such as IowaCityAutoRepair.com, IowaCityAutoParts.com, IowaCityAutoSales.com, BestIowaCityAuto.com, etc. These are just examples. I don’t know if they exist or not.

In other words, there are an almost unlimited number of variations for domain names. An exact duplicate of IowaCityAuto.com could not be used (because the domain address would be taken) nor could the business name Iowa City Auto (if it were trade marked) but variations are possible. Not only the examples I listed above, but other domain extensions could be used.

In the interest of diversity and competition in the marketplace, others can and will create sites with similar names — not to dilute a brand or siphon traffic, but to simply create a search-engine-discoverable and relevant name. It’s a good idea not to obsess over owning every permutation of your domain name. Instead, obsess over being your best, and not worrying about your competition.

Sometimes a business will be doing poorly. They can’t compete on merit by delivering quality products and services at economical prices. They may even have mounting customer complaints and dissatisfaction among customers, vendors, employees, and B2B relationships. Instead of improving their own products or services, they will try to corner the market through threats of litigation, sending out cease and desist letters to anyone trying to startup a similar business. They bully and buy their way into top search engine rankings, rather than legitimately earning such a position in a competitive marketplace. They will try other methods of creating a monopoly and crushing their competitors. This isn’t a good environment for employees, customers, vendors, or communities. I really doubt such issues would arise with you or anyone I work with, and I hate to mention such possible negative situations, but I do so here for context and clarification.

So, with any transfer I make, I reserve the right to use a variation of the words contained in the domain for any future site(s) of mine or customers of mine. This is because I believe that healthy diversity in the marketplace produces the best outcomes for everyone involved. Monopolies do not.

Similarly, I reserve the right to not be bound by any non-compete agreement. If a similar organization or business hires me to do work for them, I will have the freedom to do so.

My goal here is to not infringe on your success, but at the same time maximizing my freedoms, minimizing my liabilities, and avoiding future restrictions.

I’m trying to think trough possible future issues, and address in advance how they would be handled in the most fair way possible. Because I’m making little or no money in the transfer of assets, I want to fully ensure that I don’t get caught up in future litigation or become hindered in what I am able to do in the future.

No Known Site or Brand Liabilities

In the transfer of ownership, I relinquish any liability related to the site and resources. I acknowledge that I am not aware of any existing liabilities relating to the site, resources, or content.

To the best of my knowledge:

  • No present or past content has any potential liability associated with it such as copyright infringement, slander, or violation of terms for any social media sites.
  • No anonymous user accounts were ever associated with the site or its promotion.
  • No ratings, reviews, likes, or links were ever purchased or obtained through trade.
  • No undisclosed advertising was used (a violation of FTC laws).
  • There has been no artificial / illegal site promotion that would result in being blacklisted from search engines.
  • There are no paid followers on social media.
  • The site has never had a data or security breach.
  • The site has never been infected with advertising.
  • The site has never served up malware.
  • The site has never been hijacked by third parties.
  • The site domain has not been blacklisted for spam distribution.
  • The site has not been used for farming of personal information for resale to anyone.
  • The site contains no retained records of protected data such as FERPA, HIPAA, or financial information, and such information was never collected through the site.
  • The site has not been blacklisted by website security services.

In other words, the site is an honest, authentic, transparent, organic, clean website. In this way, the site carries with it valuable public trust equity which has grown and compounded over time.

Note: If the new (or subsequent/future) site owners were to engage in deceptive marketing or illegal practices, I would distance myself from the site and no longer promote it since such practices are not compatible with my own business ethics and values. If this were to happen, there would be no hard feelings. I simply need to stay aligned with others who share my ethics and values. I very much doubt that this would arise, but I mention it here in the event there were an issue in the future. In the unlikely event that my online reputation were negatively impacted by implied association, or if there were other damages, I’d need to be compensated for my time and any other losses.

Site and Resource Control

Unless I’m asked to provide some assistance with administration or management, it is assumed that I will relinquish control of the site and resources. This includes following the recipient’s chosen process for domain transfer of ownership, as well as providing the user logins and administrative rights to social media accounts. I will no longer have access unless the recipient requests ongoing support.

Timeline

I will make every effort to provide a timely transfer of the site and resources as the recipient is ready and meet project timelines and deadlines.

Communications

For communications regarding the site transfer and specific details of the related work, my preference is to use direct person-to-person email communications rather than the language and structure of legal contracts — which can sometimes come across as an impersonal unilateral self-serving ‘list of demands’ rather than a proposal for effective collaboration on a project among people with shared goals.

I think it’s helpful to have open and transparent communications that continually inform, update, and engage all involved parties. This way people are involved in decisions that impact them, and can have input regarding process and expectations. Besides being courteous, the input from others can often result in better outcomes. Also, engaging others helps build relationships of respect, appreciation, and inclusion. So, copying others on email exchanges and providing meeting notes or progress updates is a helpful practice to achieve these goals.

Transparency

As someone personally working in the public interest, funded partially by donations, I am accountable to my donors and those I serve. There is a reasonable expectation of transparency and disclosure. For this reason, I would not be able to enter into a binding non-disclosure agreement or legal contract that might open me up to a liability claims if someone construes that I violated the contract. Such legal contracts are also costly to have fully reviewed and vetted by legal counsel.

Having worked for non-profit organizations and state institutions for many years, I am accustom to full disclosure and transparency regarding significant sources of income, potential contflicts of interest, or conflicting loyalties established through contracts. Having to tell people, “I can’t disclose what is in the contract I signed, nor can I share how much I was paid” would undoubtedly result in uninformed speculation and ambiguity regarding my loyalties, obligations, conflicts of interest, or undisclosed limitations.

For the above reasons, this agreement is publicly available.

Approach

I recognize that for some people, particularly those immersed in a competitive business environment, some of the above language and approach will seem foreign — such as transparency, inclusion, collaboration, public accountability, and people-driven outcomes rather than profit-driven outcomes. I recognize that people have different ways of conducting their life and business. This is simply how I achieve my best work, greatest impact, and best outcomes. It is the approach that people expect when working with me. So, there’s no judgement or criticism intended.

Glossary of Terms

For clarification, here are definitions for some of the terms as they are used in the above document:

  • Assets – For purposes of this document, the assets are the deliverables to be transferred such as the domain name and social media account ownership.
  • Brand – The value of a brand is tied to many elements including logos, graphic design, written content, media, website name, site design, and other factors that hopefully establish earned public trust. While a website address is generally a static non-changing asset, other elements can be revised over time. For purposes of this document, the term brand is primarily used describe the website name and associated resources such as social media accounts, but it also refers to the overall value and worth of the assets as it relates to past brand promotion.
  • Identity – The identity elements of a brand typically refer to logos and graphic design assets that concisely convey the brand’s recognizeable identity.
  • Name Identity – The term ‘Name Identity’ refers to the website address (which is unchanging over time) and the website name (the descriptive name of the website). The website name could change over time even if the address/domain remains the same.

Application Form

If the above agreement is an acceptable plan for transfer of website assets and resources, then please print this page or save it as a PDF document, then complete the form below. The completed form will be signed and dated by me with copies provided to all involved parties.

Describe website and resources being applied for:

________________________________________

Organization or Business Name (if applicable):

________________________________________

Name of Authorized Agent:

________________________________________

Signature Authorized Agent:

________________________________________

Date:

________________________________________


Document History: This document was initially created on 19 March 2019. Changes and modifications will be listed here as new versions are published.