How to buy a forum, need a contract

[vintage]

I'm considering making an offer to buy a larger forum. Both my forum and the one I'm looking to purchase are unprofitable. The one I am looking to purchase is old and does have a long history and lots of old content. But now it is lucky to see a couple posts a day and is stagnant.
I'm looking for a sample contract to use for the purchase. I don't want any chance that a couple years down the line the previous owners start to complain about content rights or something like that.
This is a hobby for me, I'n not willing to pay a lawyer thousands to get this done. I just want to protect myself.
Does anyone have any tips, or ideally a sample contract I could start with?

 

[Mr Lucky]

Do you still need this? I think I have a template for assignment of rights somewhere. I’ll be able to dig it out tomorrow if you still need it.

And yes you will need it to be as safe as possible regarding content rights, but it could depend on the original forum T & C. If it turns out the seller doesn’t actually own the rights to the content they cannot assign them!

 

[vintage]

I eventually realized that it's probably the same as selling any website, and found a bunch of selling a website type forms with a g search.
Stuff like this:

Basic Website Purchase and Sale Agreement

California Startup Lawyer Blog.

blog.thecorporateattorneys.com

and this:

WEBSITE ASSET PURCHASE AGREEMENT

 

[Mr Lucky]

I eventually realized that it's probably the same as selling any website

Any site with multiple authors who have granted transferable non exclusive copyright in their contributions.

 

[vintage]

Any site with multiple authors who have granted transferable non exclusive copyright in their contributions.

This seems to cover it IMO:
<description of what is being sold, website/forum name, domain, etc> ... and all of its respective contents (the "Website "), and any other rights associated with the Website, including, without limitation, any intellectual property rights, all logos, customer lists and agreements, licence to all the forum content including posts and pictures, software licenses, email lists, passwords, usernames and trade names.

 

[Mr Lucky]

This seems to cover it IMO:
<description of what is being sold, website/forum name, domain, etc> ... and all of its respective contents (the "Website "), and any other rights associated with the Website, including, without limitation, any intellectual property rights, all logos, customer lists and agreements, licence to all the forum content including posts and pictures, software licenses, email lists, passwords, usernames and trade names.

It wouldn’t cover you in the situation I mentioned above. But should be OK in many cases, but as I said above it may depend on the T & C. If the users gave their consent for the forum owner to vave a non-exclusive copyright AND that copyright is assignable then all should be OK. If it was me I would have something in a clause of the agreement that the previous owner does have the right to transfer that content. Or a covering letter at least.

 

[vintage]

Yeah, I get it. If the seller doesn't own it they can't sell it. No clause can help with that, the buyer has to do their own due diligence.
Luckily, most Xenforo sites leave the Xenforo terms intact:
"You are granting us with a non-exclusive, permanent, irrevocable, unlimited license to use, publish, or re-publish your Content in connection with the Service. You retain copyright over the Content."
Now, if it has been changed, that is an issue.

 

[Mr Lucky]

No clause can help with that,

Well a clause can theoretically help in that the seller warrants that they do have the right to assign to you that content. Then if it all goes wrong and user makes a claim against you, then you can then sue the seller for selling you rights they didn't have.

But to be honest we all know how unrealistic that would be, not the least because how much would you be paying to attempt to sue them for costs you can't prove and they don't have the means to pay anyway. The only winners will be the lawyers.