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Exhibit 10.1

 

Execution Copy

 

DOMAIN NAME PURCHASE AND TRANSFER AGREEMENT

 

This Domain Name Purchase and Transfer Agreement (“Agreement”) is made and entered into as of November 5, 2008 (the “Effective Date”) by and between YellowPages.com LLC, a Delaware limited liability company (“Purchaser”), LiveDeal, Inc., a Nevada corporation (f/k/a YP Corp.) (“LiveDeal”), and Telco Billing, Inc., a Nevada corporation (together with LiveDeal, “Seller”).

 

Background

 

Seller is the owner of the Internet domain name “www.YP.com” (the “Domain Name”) and is the registrant of record for the Domain Name with Network Solutions (“Registrar”).

 

Seller obtained the Domain Name from OnRamp Access, Inc., effective July 21, 2006, pursuant to that certain Stock Repurchase and Domain Name Transfer Agreement by which OnRamp Access transferred all right and title in the Domain Name to Telco Billing, Inc., LiveDeal’s wholly owned subsidiary.  The Domain Name was then registered in the name of Telco Billing’s parent, YP Corp, which changed its name to LiveDeal on August 14, 2007.

 

Purchaser wants to purchase from Seller all of Seller’s rights, title, and interest in and to the Domain Name and any and all goodwill associated therewith.

 

Seller has agreed to sell, assign, transfer, and deliver to Purchaser all of its rights, title, and interest in and to the Domain Name, including any and all goodwill associated therewith subject to the terms and conditions of this Agreement.

 

NOW THEREFORE , in consideration of the mutual covenants in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are herby acknowledged, the Parties agree as follows:

 

1.             Assignment and Transfer .  Seller hereby irrevocably sells, assigns, and transfers to Purchaser all of Seller’s and its Affiliates’ rights, title, and interest in and to the Domain Name, the look and feel of the website associated with the Domain Name (the “Website”), and any goodwill associated therewith (the Domain Name, the Website, and any goodwill associated therewith shall hereinafter collectively be referred to as the “Domain Name”). Purchaser hereby accepts such assignment and transfer. Seller hereby irrevocably consents and authorizes the Registrar to transfer this Domain Name to Purchaser in accordance with the regular transfer procedures of Registrar, which are set forth on Exhibit A attached hereto.  Seller and its Affiliates, directors, officers, and employees shall hereafter take such other actions and execute such other agreements and instruments as are reasonably deemed necessary by Purchaser or the Registrar to document Seller's assignment and transfer of the Domain Name to Purchaser.  Seller will cooperate promptly in facilitating the transfer to Purchaser of the Domain Name with the Registrar and will follow the rules designated by the Registrar to effect such transfer, including promptly responding to the e-mail sent to Seller’s contact from the Registrar confirming the transfer of the Domain Name to Purchaser.  Purchaser will establish an account with the Registrar and initiate the transfer and follow the procedures set forth on Exhibit A attached hereto.  “Affiliate” means, with respect to a party hereto, any entity that, directly or indirectly, controls, is controlled by, or is under common control with such party; &ldq


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