1. Legal Basics of Buying &
Selling a Blog
Elizabeth Sanberg
elizabeth@womensmoneyweek.com
esanberg@lindquist.com

2. Obligatory Disclaimer
•
NOTICES IRS Circular 230 Notice: To ensure compliance with requirements imposed by the IRS, we inform you that, except to the extent expressly provided to the contrary, any federal tax advice contained in this communication (including any attachments) is not intended or written to be used, and
cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein. This presentation, message and any files transmitted with it are confidential and may be subject to
attorney-client privilege or work-product protection, and should not be read or distributed by anyone other than an intended recipient. If you received this by mistake, please notify us by replying to the message, and then delete it. This e-mail message, including attachments, is for the sole use of
the intended recipient(s) and may contain confidential or proprietary information. If you are not the intended recipient, immediately contact the sender by reply e-mail and destroy all copies of the original message. I am not your attorney. This presentation is not intended to be legal advice. This
presentation contains my own views and maybe overly simplified. NOTICES IRS Circular 230 Notice: To ensure compliance with requirements imposed by the IRS, we inform you that, except to the extent expressly provided to the contrary, any federal tax advice contained in this communication
(including any attachments) is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein. This presentation, message
and any files transmitted with it are confidential and may be subject to attorney-client privilege or work-product protection, and should not be read or distributed by anyone other than an intended recipient. If you received this by mistake, please notify us by replying to the message, and then delete
it. This e-mail message, including attachments, is for the sole use of the intended recipient(s) and may contain confidential or proprietary information. If you are not the intended recipient, immediately contact the sender by reply e-mail and destroy all copies of the original message. I am not your
attorney. This presentation is not intended to be legal advice. This presentation contains my own views and maybe overly simplified. NOTICES IRS Circular 230 Notice: To ensure compliance with requirements imposed by the IRS, we inform you that, except to the extent expressly provided to the
contrary, any federal tax advice contained in this communication (including any attachments) is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any
transaction or matter addressed herein. This presentation, message and any files transmitted with it are confidential and may be subject to attorney-client privilege or work-product protection, and should not be read or distributed by anyone other than an intended recipient. If you received this by
mistake, please notify us by replying to the message, and then delete it. This e-mail message, including attachments, is for the sole use of the intended recipient(s) and may contain confidential or proprietary information. If you are not the intended recipient, immediately contact the sender by reply
e-mail and destroy all copies of the original message. I am not your attorney. This presentation is not intended to be legal advice. This presentation contains my own views and maybe overly simplified. NOTICES IRS Circular 230 Notice: To ensure compliance with requirements imposed by the IRS, we
inform you that, except to the extent expressly provided to the contrary, any federal tax advice contained in this communication (including any attachments) is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii)
promoting, marketing or recommending to another party any transaction or matter addressed herein. This presentation, message and any files transmitted with it are confidential and may be subject to attorney-client privilege or work-product protection, and should not be read or distributed by
anyone other than an intended recipient. If you received this by mistake, please notify us by replying to the message, and then delete it. This e-mail message, including attachments, is for the sole use of the intended recipient(s) and may contain confidential or proprietary information. If you are not
the intended recipient, immediately contact the sender by reply e-mail and destroy all copies of the original message. I am not your attorney. This presentation is not intended to be legal advice. This presentation contains my own views and maybe overly simplified. NOTICES IRS Circular 230 Notice:
To ensure compliance with requirements imposed by the IRS, we inform you that, except to the extent expressly provided to the contrary, any federal tax advice contained in this communication (including any attachments) is not intended or written to be used, and cannot be used, for the purpose
of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein. This presentation, message and any files transmitted with it are confidential and may be subject to attorney-client privilege or workproduct protection, and should not be read or distributed by anyone other than an intended recipient. If you received this by mistake, please notify us by replying to the message, and then delete it. This e-mail message, including attachments, is for the sole use of the intended recipient(s) and may
contain confidential or proprietary information. If you are not the intended recipient, immediately contact the sender by reply e-mail and destroy all copies of the original message. I am not your attorney. This presentation is not intended to be legal advice. This presentation contains my own views
and maybe overly simplified. NOTICES IRS Circular 230 Notice: To ensure compliance with requirements imposed by the IRS, we inform you that, except to the extent expressly provided to the contrary, any federal tax advice contained in this communication (including any attachments) is not
intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein. This presentation, message and any files transmitted with it are
confidential and may be subject to attorney-client privilege or work-product protection, and should not be read or distributed by anyone other than an intended recipient. If you received this by mistake, please notify us by replying to the message, and then delete it. This e-mail message, including
attachments, is for the sole use of the intended recipient(s) and may contain confidential or proprietary information. If you are not the intended recipient, immediately contact the sender by reply e-mail and destroy all copies of the original message. I am not your attorney. This presentation is not
intended to be legal advice. This presentation contains my own views and maybe overly simplified. NOTICES IRS Circular 230 Notice: To ensure compliance with requirements imposed by the IRS, we inform you that, except to the extent expressly provided to the contrary, any federal tax advice
contained in this communication (including any attachments) is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed
herein. This presentation, message and any files transmitted with it are confidential and may be subject to attorney-client privilege or work-product protection, and should not be read or distributed by anyone other than an intended recipient. If you received this by mistake, please notify us by
replying to the message, and then delete it. This e-mail message, including attachments, is for the sole use of the intended recipient(s) and may contain confidential or proprietary information. If you are not the intended recipient, immediately contact the sender by reply e-mail and destroy all
copies of the original message. I am not your attorney. This presentation is not intended to be legal advice. This presentation contains my own views and maybe overly simplified. NOTICES IRS Circular 230 Notice: To ensure compliance with requirements imposed by the IRS, we inform you that,
except to the extent expressly provided to the contrary, any federal tax advice contained in this communication (including any attachments) is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting,
marketing or recommending to another party any transaction or matter addressed herein. This presentation, message and any files transmitted with it are confidential and may be subject to attorney-client privilege or work-product protection, and should not be read or distributed by anyone other
than an intended recipient. If you received this by mistake, please notify us by replying to the message, and then delete it. This e-mail message, including attachments, is for the sole use of the intended recipient(s) and may contain confidential or proprietary information. If you are not the intended
recipient, immediately contact the sender by reply e-mail and destroy all copies of the original message. I am not your attorney. This presentation is not intended to be legal advice. This presentation contains my own views and maybe overly simplified. NOTICES IRS Circular 230 Notice: To ensure
compliance with requirements imposed by the IRS, we inform you that, except to the extent expressly provided to the contrary, any federal tax advice contained in this communication (including any attachments) is not intended or written to be used, and cannot be used, for the purpose of (i)
avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein. This presentation, message and any files transmitted with it are confidential and may be subject to attorney-client privilege or workproduct protection, and should not be read or distributed by anyone other than an intended recipient. If you received this by mistake, please notify us by replying to the message, and then delete it. This e-mail message, including attachments, is for the sole use of the intended recipient(s) and may
contain confidential or proprietary information. If you are not the intended recipient, immediately contact the sender by reply e-mail and destroy all copies of the original message. I am not your attorney. This presentation is not intended to be legal advice. This presentation contains my own views
and maybe overly simplified. NOTICES IRS Circular 230 Notice: To ensure compliance with requirements imposed by the IRS, we inform you that, except to the extent expressly provided to the contrary, any federal tax advice contained in this communication (including any attachments) is not
intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein. This presentation, message and any files transmitted with it are
confidential and may be subject to attorney-client privilege or work-product protection, and should not be read or distributed by anyone other than an intended recipient. If you received this by mistake, please notify us by replying to the message, and then delete it. This e-mail message, including
attachments, is for the sole use of the intended recipient(s) and may contain confidential or proprietary information. If you are not the intended recipient, immediately contact the sender by reply e-mail and destroy all copies of the original message. I am not your attorney. This presentation is not
intended to be legal advice. This presentation contains my own views and maybe overly simplified. NOTICES IRS Circular 230 Notice: To ensure compliance with requirements imposed by the IRS, we inform you that, except to the extent expressly provided to the contrary, any federal tax advice
contained in this communication (including any attachments) is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed
herein. This presentation, message and any files transmitted with it are confidential and may be subject to attorney-client privilege or work-product protection, and should not be read or distributed by anyone other than an intended recipient. If you received this by mistake, please notify us by
replying to the message, and then delete it. This e-mail message, including attachments, is for the sole use of the intended recipient(s) and may contain confidential or proprietary information. If you are not the intended recipient, immediately contact the sender by reply e-mail and destroy all
copies of the original message. I am not your attorney. This presentation is not intended to be legal advice. This presentation contains my own views and maybe overly simplified. NOTICES IRS Circular 230 Notice: To ensure compliance with requirements imposed by the IRS, we inform you that,
except to the extent expressly provided to the contrary, any federal tax advice contained in this communication (including any attachments) is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting,
marketing or recommending to another party any transaction or matter addressed herein. This presentation, message and any files transmitted with it are confidential and may be subject to attorney-client privilege or work-product protection, and should not be read or distributed by anyone other
than an intended recipient. If you received this by mistake, please notify us by replying to the message, and then delete it. This e-mail message, including attachments, is for the sole use of the intended recipient(s) and may contain confidential or proprietary information. If you are not the intended
recipient, immediately contact the sender by reply e-mail and destroy all copies of the original message. I am not your attorney. This presentation is not intended to be legal advice. This presentation contains my own views and maybe overly simplified. NOTICES IRS Circular 230 Notice: To ensure
compliance with requirements imposed by the IRS, we inform you that, except to the extent expressly provided to the contrary, any federal tax advice contained in this communication (including any attachments) is not intended or written to be used, and cannot be used, for the purpose of (i)
avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein. This presentation, message and any files transmitted with it are confidential and may be subject to attorney-client privilege or workproduct protection, and should not be read or distributed by anyone other than an intended recipient. If you received this by mistake, please notify us by replying to the message, and then delete it. This e-mail message, including attachments, is for the sole use of the intended recipient(s) and may
contain confidential or proprietary information. If you are not the intended recipient, immediately contact the

3. Background
• Blogging for 7 years
• Financial Institutions Attorney
• Mom, dog lover, ice cream fanatic

4. Are you a…
• Buyer?
• Seller?
Photo credit: amg.lincluden
Photo credit: coolmikeol

5. How to Sell Your Website
Preparing Site for Sale
Due Diligence
Agreement
File Transfer and $$$

6. What this Presentation is Not About
• In depth how to sell
• Pricing
• Strategies for Sale

7. Example of Why You Need this Info
6.1.1
The courts of England have exclusive jurisdiction to
settle any dispute arising out of or in connection with this
Agreement
6.1.2
The parties agree that the courts of England are the
most appropriate and convenient courts to settle Disputes
and accordingly no party will argue to the contrary.
This agreement is governed by, and must be construed in
accordance with, the laws of the State of Victoria, Australia
and the parties irrevocably submit to the exclusive
jurisdiction of the courts of the State of Victoria, Australia
and their Courts of Appeal.

8. What an Agreement Does
1. Tells you what to do when everything goes
RIGHT
2. Tells you what to do when things go WRONG

9. When Things Go Well

10. Who are the Parties to the Agreement?
• Structure of Agreement
– Merger
– Asset Purchase Agreement
• Almost all blog sales will be asset deals
– If Seller, do you as individual own site or do you
have LLC or S Corp set up?

11. What is Being Sold?
*Arguably, the most important part of agreement*
Assets
•
•
•
•
•
•
Domain
Files, data, photos on website
Brand
Social Media Accounts
Email account(s)
"Third-Party Agreements" (e.g., hosting, affiliate relationships,
writers)
• Podcasts, videos, ebooks, email list

12. What is Being Sold?
Buyer
Seller
• Broad
• Narrow
– "All Social Media Accounts"
– "all Records" defined as
"Records" means originals and
copies, in any material form, of all
books, files, reports, records,
correspondence, documents,
supplier lists and contact details,
customer lists and contact details,
price lists, calculations, costings and
associated documentation and other
material of or relating to or used in
connection with the Assets;
– "Pinterest, Facebook, Twitter
accounts with the username
____________"
– Any data or media available
hosted on the Website, which
Seller has original and
exclusive rights to
Both Parties
Be clear in the beginning to avoid disputes later.

13. When are You Getting Your
Money/Website?
Buyer
Seller
• Upon transfer of all of the
assets
• Upon transfer of the
domain
Middle Ground
• Half of $, then domain
transfer; second half of $,
password transfer
• Escrow.com

14. Third Party Agreements
• May include: hosting, writers/staff, advertisers, affiliates
• Do you want to buy/sell all third-party agreements?
– Considerations for Buyer
• Historical data
• Already have relationships with third-parties and not want liabilities
associated with the seller's accounts
– Considerations for Seller
• Can the agreements be transferred in accordance with their terms?
– May depend on who is party to the both agreements (you as individual or the
company)
– e.g.: Google Adsense: "Assignment. You may not assign or transfer any of your
rights under the Agreement."
• Do you have other sites that you want to continue to use the accounts for?

15. Third Party Agreements -the Bottom Line
Read the third-party agreements you have to
ensure they are transferrable, or only agree to
transfer to the extent transferable under the
terms of those third-party agreements and by
law accordance

16. When Things Go Poorly
Photo credit: tamethebear

17. Jurisdiction, Governing Law, and Venue
• Where do you want to be if something goes
wrong?
– Most likely, where you currently live or where
your company is organized

18. Indemnification
• How much, for how long, and for what will the
other person be liable?
– Buyer wants longer time periods and more money
• e.g. 2 years and no cap on claims
– Seller wants shorter time periods and less money
• e.g. 3 months and limited to purchase price
– Covers breaches of agreement and liabilities not
assumed by Buyer

19. Other Fun Stuff
What else should you include in
your agreement?

20. What is Seller doing next?
Non-Compete and Consulting Agreements
• Considerations for Seller
– Why are you selling?
– Do you want to write about the same thing for another site?
– Do you want to keep working for the same site you're selling?
• Buyer
– How much of the blog is the Seller's voice?
– Do you want to keep them around or keep them from writing
elsewhere?
– Legal implications of non-competes

21. Confidentiality/Non-Disclosure
Photo credit: thamimzy

22. Intellectual Property
Seller
• Do you own everything that
you're selling?
– Probably not: e.g. Flickr, quoting
from other blogs
• Are you ok with anything
being done with your content,
including photos after you
sell?
– Can buyer continue posting in
your name?
– Can buyer modify content to say
things other than what you
meant?
Buyer
• Do your due diligence
of site before you
purchase
• What are you planning
on doing with site and
content?

23. For Sellers: How to Prepare Your Site
• Know what you own
• Know your rights under third-party
agreements
• Remove content that you don't want sold (e.g.
personal photos)
• Prepare detailed records about financials

24. Key Takeaways
1. No Matter What: Read the Agreement.
2. Know the Price Point at which you would call
an Attorney
– Buyers: Have an attorney prepare a standard
agreement
– Sellers: What is your risk tolerance? How much are
you willing to afford to lose if the buyer turns around
and says there was something wrong?
– All: Know that attorneys can be as involved as you
want them to be.

25. Questions?
Elizabeth Sanberg
• Founder, Women’s Money Week
elizabeth@womensmoneyweek.com
• Attorney, Lindquist & Vennum
esanberg@lindquist.com
Remember to sign up for Women's Money Week
2014 at www.womensmoneyweek.com!