Migration Clause

I want to review the things we agreed on with the seller which in a nutshell is:

I have read the full contract, including the two provisions you brought up. My opinion is that the agreement is well-structured, and all of the clauses seem to be appropriate based on the details you have provided. Let me now offer my thoughts on the specific clauses you mentioned:

  • The migration will start 20th Aug (this seems to be correct)

This Migration Clause and the Accompanying Schedule relate to the migration of a website and describe the variables that may affect the actions necessary to complete the migration. Here is a summary of the major points I noted:

  1. Migration Start Date: On August 20th, or as soon as the buyer is back in the office and prepared to move forward, the migration process will start. The agreement’s Schedule VIII specifies this timeline.
  2. Cooperation and Permissions: The seller consents to work honestly and completely with the Investors Club during the migration process. This entails giving all relevant authorizations, disclosures, information, disclosures, documents, access, credentials, and support necessary to swiftly execute the migration.
  3. Migration Process: The website’s platform, themes, plugins, custom code, marketing and affiliate integrations, and other elements will all affect the migration process’s processes. The seller gives the Investors Club authority to carry out any actions deemed necessary by the Investors Club in order to guarantee a full and smooth migration. These jobs could involve removing and adding plugins, putting in custom code, and any other required jobs.
  4. No Time Frame Guarantee: Both the buyer and the seller agree that the Investors Club is unable to guarantee a particular timeline for finishing the relocation procedure. The completion date may be impacted by variables and events outside the Investors Club’s control. When creating bespoke code is required or some assets cannot be moved, delays may happen, necessitating the formation of new accounts subject to provider or platform approval timelines.
  • Agreed price $16,000 (no extra costs)
  1. Purchase Price: There are no additional costs or fees in addition to the $16,000 agreed-upon price for the purchase.
  2. Escrow and Payment: The Buyer consents to use Investors Club Escrow to escrow the Purchase Price. Within three business days following the asset purchase agreement’s effective date, the buyer must start the transfer of the entire purchase price to the escrow company.

 

  1. Release of Purchase Price: After either (i) the Inspection Period has ended with no issues raised by the Buyer or (ii) the Buyer waives the remaining days of the Inspection Period, the Buyer will release the sum equivalent to the Purchase Price from escrow to the Seller within three business days.
  2. Sale Date: The sale and acquisition of the Site and Acquired Assets will be deemed complete and the date will be referred to as the “Sale Date” once the inspection is over and money has been released from escrow to the Seller.
  3. Payment Terms: The full amount of the Purchase Price shall be paid to Investors Club Escrow for its escrow services. Once the escrow account is funded, the migration procedure will begin, and any applicable broker costs will be subtracted from the account’s remaining amount.

It seems that the agreement is in order, including the specific clauses mentioned earlier. Based on my review, I don’t see any clauses that would infringe upon your rights or appear to be unfair. Therefore, I recommend proceeding with signing the agreement as it appears to be acceptable and standard.

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