NFT Purchase Agreement
An NFT Purchase Agreement governs the sale and transfer of Non-Fungible Tokens. It covers ownership transfer, intellectual property rights, warranties, and transaction terms.
- 01Agreement Basics
- 02Recitals
- 03NFT & Blockchain Details
- 04Risk Acknowledgment
- 05Definitions & NFT Description
- 06Intellectual Property Rights
- 07Smart Contract & Transfer
- 08Royalties & Resale Rights
- 09Warranties & Disclaimers
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About this document
What it is for, what UAE law expects and when to ask a lawyer instead.
What is an NFT Purchase Agreement?
An NFT Purchase Agreement is a legal contract that documents the sale of a Non-Fungible Token. While the blockchain records the transfer of the token, this agreement defines what rights actually transfer with it.
It is essential for separating the ownership of the token from the intellectual property rights of the underlying artwork or utility.
IP Rights vs. Token Ownership
Crucial Distinction: Owning an NFT does NOT automatically give you copyright over the image.
Without a written agreement, the buyer typically gets a limited license to display the art for personal use only. If they try to sell merchandise with that art, they could be sued for copyright infringement under UAE Copyright Law.
What Crucial Information Does It Cover?
It clarifies the "invisible" terms not on the blockchain:
1. Commercial Rights
Explicitly states if the buyer can use the NFT for commercial purposes (e.g., in a video game or ad).
2. Royalties
Creates a legal obligation for secondary sales to honor the creator's royalty percentage.
3. Storage & Hosting
Clarifies who is responsible if the IPFS link breaks and the image disappears (link rot).
4. Moral Rights
Ensures the creator is always credited and prohibits the buyer from modifying or defacing the work.
Risks of Non-Compliance
Right-Click Saver
Without legal terms, you have little recourse against someone who copies your art and mints a fake.
Platform Ban
If your NFT collection violates securities laws or IP rights, marketplaces will de-list it immediately.
Lost Value
Buyers are hesitant to invest in high-value NFTs that don't come with clear legal ownership terms.
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