All, As promised, I have attached revised versions of the Assignment Agreement, Community Agreement and the three License Agreements, redlined to show changes made since the last drafts. Mostly I have inserted names and addresses and the definition of IANA Names Services provided on today¹s call. With respect to effectiveness, we consulted the IETF-ICANN SLA, which contains the following language: "This agreement is effective as of 1 October 2016 unless the IANA agreement between NTIA and ICANN has not ended or terminated, and then it will become effective at that time, so long as such event occurs within three months of that date.² This provides for a deferred effectiveness, with a 3-month sunset period. To adapt this for the IANA IPR Agreements, I have proposed the following: 1. Preamble: delete the definition ³Effective Date² 2. Definitions Section: Change Definition of Effective Date to reference Section x (new paragraph in the Miscellaneous section) rather than the Preamble. 3. Add new Section x ³Effectiveness. This Agreement will become effective on the date (³Effective Date²) that the IANA functions contract between NTIA and ICANN ends or is terminated, provided that date occurs before January 1, 2017. If such ending or termination has not occurred by January 1, 2017, this Agreement shall automatically terminate without further action of the Parties. Except as provided in the preceding sentence, no Party shall have the right to revoke or terminate this Agreement prior to the Effective Date. Please let me know if you have any questions or corrections in any of these agreements. Once the wording is agreed, I can generate clean, executable documents. Best regards, Jorge Jorge L. Contreras Contreras Legal Strategy LLC 1711 Massachusetts Ave. NW, No. 710 Washington, DC 20036 contreraslegal@att.net The contents of this message may be attorney-client privileged and confidential. If you are not the intended recipient, please delete this message immediately.
Thanks Jorge. The definition of Effective Date looks good to me, as do most of the rest of the changes. There is bracketed text in 6.3 of the numbers and protocol parameters license agreements that needed to be finalized. Also, the protocol parameters license agreement mistakenly listed the numbers community in the definition of Relevant Community (1.31). I have corrected those items in the attached versions. Alissa
On Sep 20, 2016, at 12:22 AM, Jorge Contreras <contreraslegal@att.net> wrote:
All,
As promised, I have attached revised versions of the Assignment Agreement, Community Agreement and the three License Agreements, redlined to show changes made since the last drafts.
Mostly I have inserted names and addresses and the definition of IANA Names Services provided on today’s call.
With respect to effectiveness, we consulted the IETF-ICANN SLA, which contains the following language:
"This agreement is effective as of 1 October 2016 unless the IANA agreement between NTIA and ICANN has not ended or terminated, and then it will become effective at that time, so long as such event occurs within three months of that date.”
This provides for a deferred effectiveness, with a 3-month sunset period.
To adapt this for the IANA IPR Agreements, I have proposed the following:
1. Preamble: delete the definition “Effective Date”
2. Definitions Section: Change Definition of Effective Date to reference Section x (new paragraph in the Miscellaneous section) rather than the Preamble.
3. Add new Section x “Effectiveness. This Agreement will become effective on the date (“Effective Date”) that the IANA functions contract between NTIA and ICANN ends or is terminated, provided that date occurs before January 1, 2017. If such ending or termination has not occurred by January 1, 2017, this Agreement shall automatically terminate without further action of the Parties. Except as provided in the preceding sentence, no Party shall have the right to revoke or terminate this Agreement prior to the Effective Date.
Please let me know if you have any questions or corrections in any of these agreements. Once the wording is agreed, I can generate clean, executable documents.
Best regards, Jorge
Jorge L. Contreras Contreras Legal Strategy LLC 1711 Massachusetts Ave. NW, No. 710 Washington, DC 20036 contreraslegal@att.net <mailto:contreraslegal@att.net>
The contents of this message may be attorney-client privileged and confidential. If you are not the intended recipient, please delete this message immediately.
<License_Agreement 09-19-2016 Protocol.docx><License_Agreement 09-19-2016 Numbers.docx><License_Agreement 09-19-2016 Names.docx><Assignment_Agreement 09-19-2016.docx><Community-Agreement - 09-19-2016.docx>_______________________________________________ Iana-ipr mailing list Iana-ipr@nro.net <mailto:Iana-ipr@nro.net> https://www.nro.net/mailman/listinfo/iana-ipr <https://www.nro.net/mailman/listinfo/iana-ipr>
Jorge – I have not yet had the opportunity to consult with Greg, Jonathan and Lise, but I raise one question that the conditions subsequent to effectiveness – at least for CWG -- are different than what is set forth in the Names Function Agreement. Specifically, the difference is as follows: In the drafts sent per the email below, the language inserts in each of the documents an effective date based on the IETF-ICANN SLA: i. This Agreement will become effective on the date (“Effective Date”) that the IANA functions contract between NTIA and ICANN ends or is terminated, provided that date occurs before January 1, 2017. If such ending or termination has not occurred by January 1, 2017, this Agreement shall automatically terminate without further action of the Parties. Except as provided in the preceding sentence, no Party shall have the right to revoke or terminate this Agreement prior to the Effective Date. The above is different from the Effective Date in the NFA and Services Agreement: ii. This Agreement shall be effective as of the last date on which the following conditions have been satisfied: (a) the agreement between ICANN and the United States Department of Commerce (“DOC”), effective as of 01 October 2012 (including any extension thereof) has terminated or expired and (b) ICANN has accepted the responsibility to coordinate and administer the services that were previously provided thereunder. I am not sure that any of these agreements should become effective without the inclusion of clause (b), namely ICANN’s acceptance by its Board of its responsibilities associated with the transition. Perhaps ICANN staff might weigh in on this as well. If as a practical matter, termination of the NTIA agreement would never occur without ICANN’s acceptance of its new role, then maybe this is ok. The sunset provision is less troubling, and we have no objection to that statement. Thanks, Josh Joshua Hofheimer Sidley Austin LLP jhofheimer@sidley.com (213) 896-6061 (LA direct) (650) 565-7561 (Palo Alto direct) (323) 708-2405 (cell) From: iana-ipr-bounces@nro.net [mailto:iana-ipr-bounces@nro.net] On Behalf Of Jorge Contreras Sent: Monday, September 19, 2016 9:22 PM To: iana-ipr@nro.net Subject: [Iana-ipr] IANA IPR Agreements All, As promised, I have attached revised versions of the Assignment Agreement, Community Agreement and the three License Agreements, redlined to show changes made since the last drafts. Mostly I have inserted names and addresses and the definition of IANA Names Services provided on today’s call. With respect to effectiveness, we consulted the IETF-ICANN SLA, which contains the following language: "This agreement is effective as of 1 October 2016 unless the IANA agreement between NTIA and ICANN has not ended or terminated, and then it will become effective at that time, so long as such event occurs within three months of that date.” This provides for a deferred effectiveness, with a 3-month sunset period. To adapt this for the IANA IPR Agreements, I have proposed the following: 1. Preamble: delete the definition “Effective Date” 2. Definitions Section: Change Definition of Effective Date to reference Section x (new paragraph in the Miscellaneous section) rather than the Preamble. 3. Add new Section x “Effectiveness. This Agreement will become effective on the date (“Effective Date”) that the IANA functions contract between NTIA and ICANN ends or is terminated, provided that date occurs before January 1, 2017. If such ending or termination has not occurred by January 1, 2017, this Agreement shall automatically terminate without further action of the Parties. Except as provided in the preceding sentence, no Party shall have the right to revoke or terminate this Agreement prior to the Effective Date. Please let me know if you have any questions or corrections in any of these agreements. Once the wording is agreed, I can generate clean, executable documents. Best regards, Jorge Jorge L. Contreras Contreras Legal Strategy LLC 1711 Massachusetts Ave. NW, No. 710 Washington, DC 20036 contreraslegal@att.net<mailto:contreraslegal@att.net> The contents of this message may be attorney-client privileged and confidential. If you are not the intended recipient, please delete this message immediately. **************************************************************************************************** This e-mail is sent by a law firm and may contain information that is privileged or confidential. If you are not the intended recipient, please delete the e-mail and any attachments and notify us immediately. ****************************************************************************************************
Hi Josh,
On Sep 20, 2016, at 11:07 PM, Hofheimer, Joshua T. <jhofheimer@sidley.com> wrote:
Jorge – I have not yet had the opportunity to consult with Greg, Jonathan and Lise, but I raise one question that the conditions subsequent to effectiveness – at least for CWG -- are different than what is set forth in the Names Function Agreement. Specifically, the difference is as follows:
In the drafts sent per the email below, the language inserts in each of the documents an effective date based on the IETF-ICANN SLA:
i. This Agreement will become effective on the date (“Effective Date”) that the IANA functions contract between NTIA and ICANN ends or is terminated, provided that date occurs before January 1, 2017. If such ending or termination has not occurred by January 1, 2017, this Agreement shall automatically terminate without further action of the Parties. Except as provided in the preceding sentence, no Party shall have the right to revoke or terminate this Agreement prior to the Effective Date.
The above is different from the Effective Date in the NFA and Services Agreement:
ii. This Agreement shall be effective as of the last date on which the following conditions have been satisfied: (a) the agreement between ICANN and the United States Department of Commerce (“DOC”), effective as of 01 October 2012 (including any extension thereof) has terminated or expired and (b) ICANN has accepted the responsibility to coordinate and administer the services that were previously provided thereunder.
I am not sure that any of these agreements should become effective without the inclusion of clause (b), namely ICANN’s acceptance by its Board of its responsibilities associated with the transition. Perhaps ICANN staff might weigh in on this as well. If as a practical matter, termination of the NTIA agreement would never occur without ICANN’s acceptance of its new role, then maybe this is ok.
My 2 cents: if ICANN doesn’t accept responsibility for performing the IANA functions (which would be a rather grave outcome vis a vis the success of the transition), it’s even more important to transfer the IPR to an entity that has agreed to channel the communities’ wishes with regard to the marks and domain names (i.e., the IETF Trust in the way we’ve structured the agreements). So (b) should definitely not be a condition for effectuating the IPR agreements in my opinion. Furthermore, is it really the case that the Board has yet to decide whether ICANN shall accept responsibility for the IANA functions upon termination of the NTIA contract? That is news to me. Alissa
The sunset provision is less troubling, and we have no objection to that statement.
Thanks,
Josh
Joshua Hofheimer Sidley Austin LLP jhofheimer@sidley.com <mailto:jhofheimer@sidley.com> (213) 896-6061 (LA direct) (650) 565-7561 (Palo Alto direct) (323) 708-2405 (cell)
From: iana-ipr-bounces@nro.net <mailto:iana-ipr-bounces@nro.net> [mailto:iana-ipr-bounces@nro.net <mailto:iana-ipr-bounces@nro.net>] On Behalf Of Jorge Contreras Sent: Monday, September 19, 2016 9:22 PM To: iana-ipr@nro.net <mailto:iana-ipr@nro.net> Subject: [Iana-ipr] IANA IPR Agreements
All,
As promised, I have attached revised versions of the Assignment Agreement, Community Agreement and the three License Agreements, redlined to show changes made since the last drafts.
Mostly I have inserted names and addresses and the definition of IANA Names Services provided on today’s call.
With respect to effectiveness, we consulted the IETF-ICANN SLA, which contains the following language:
"This agreement is effective as of 1 October 2016 unless the IANA agreement between NTIA and ICANN has not ended or terminated, and then it will become effective at that time, so long as such event occurs within three months of that date.”
This provides for a deferred effectiveness, with a 3-month sunset period.
To adapt this for the IANA IPR Agreements, I have proposed the following:
1. Preamble: delete the definition “Effective Date”
2. Definitions Section: Change Definition of Effective Date to reference Section x (new paragraph in the Miscellaneous section) rather than the Preamble.
3. Add new Section x “Effectiveness. This Agreement will become effective on the date (“Effective Date”) that the IANA functions contract between NTIA and ICANN ends or is terminated, provided that date occurs before January 1, 2017. If such ending or termination has not occurred by January 1, 2017, this Agreement shall automatically terminate without further action of the Parties. Except as provided in the preceding sentence, no Party shall have the right to revoke or terminate this Agreement prior to the Effective Date.
Please let me know if you have any questions or corrections in any of these agreements. Once the wording is agreed, I can generate clean, executable documents.
Best regards, Jorge
Jorge L. Contreras Contreras Legal Strategy LLC 1711 Massachusetts Ave. NW, No. 710 Washington, DC 20036 contreraslegal@att.net <mailto:contreraslegal@att.net>
The contents of this message may be attorney-client privileged and confidential. If you are not the intended recipient, please delete this message immediately.
**************************************************************************************************** This e-mail is sent by a law firm and may contain information that is privileged or confidential. If you are not the intended recipient, please delete the e-mail and any attachments and notify us immediately.
****************************************************************************************************
_______________________________________________ Iana-ipr mailing list Iana-ipr@nro.net <mailto:Iana-ipr@nro.net> https://www.nro.net/mailman/listinfo/iana-ipr <https://www.nro.net/mailman/listinfo/iana-ipr>
I would idly speculate that (b) was included for lawyerly completeness and not out of any belief that (a) would happen without (b). Greg On Wed, Sep 21, 2016 at 9:30 AM, Alissa Cooper <alissa@cooperw.in> wrote:
Hi Josh,
On Sep 20, 2016, at 11:07 PM, Hofheimer, Joshua T. <jhofheimer@sidley.com> wrote:
Jorge – I have not yet had the opportunity to consult with Greg, Jonathan and Lise, but I raise one question that the conditions subsequent to effectiveness – at least for CWG -- are different than what is set forth in the Names Function Agreement. Specifically, the difference is as follows:
In the drafts sent per the email below, the language inserts in each of the documents an effective date based on the IETF-ICANN SLA:
i. This Agreement will become effective on the date (“Effective Date”) that the IANA functions contract between NTIA and ICANN ends or is terminated, provided that date occurs before January 1, 2017. If such ending or termination has not occurred by January 1, 2017, this Agreement shall automatically terminate without further action of the Parties. Except as provided in the preceding sentence, no Party shall have the right to revoke or terminate this Agreement prior to the Effective Date.
The above is different from the Effective Date in the NFA and Services Agreement:
ii. This Agreement shall be effective as of the last date on which the following conditions have been satisfied: (a) the agreement between ICANN and the United States Department of Commerce (“*DOC*”), effective as of 01 October 2012 (including any extension thereof) has terminated or expired and (b) ICANN has accepted the responsibility to coordinate and administer the services that were previously provided thereunder.
*I am not sure that any of these agreements should become effective without the inclusion of clause (b), namely ICANN’s acceptance by its Board of its responsibilities associated with the transition. Perhaps ICANN staff might weigh in on this as well. If as a practical matter, termination of the NTIA agreement would never occur without ICANN’s acceptance of its new role, then maybe this is ok. *
My 2 cents: if ICANN doesn’t accept responsibility for performing the IANA functions (which would be a rather grave outcome vis a vis the success of the transition), it’s even more important to transfer the IPR to an entity that has agreed to channel the communities’ wishes with regard to the marks and domain names (i.e., the IETF Trust in the way we’ve structured the agreements). So (b) should definitely not be a condition for effectuating the IPR agreements in my opinion.
Furthermore, is it really the case that the Board has yet to decide whether ICANN shall accept responsibility for the IANA functions upon termination of the NTIA contract? That is news to me.
Alissa
*The sunset provision is less troubling, and we have no objection to that statement. *
Thanks,
Josh *Joshua Hofheimer* *Sidley Austin LLP* *jhofheimer@sidley.com <jhofheimer@sidley.com>* *(213) 896-6061 <%28213%29%20896-6061> (LA direct)* *(650) 565-7561 <%28650%29%20565-7561> (Palo Alto direct)* *(323) 708-2405 <%28323%29%20708-2405> (cell)*
*From:* iana-ipr-bounces@nro.net [mailto:iana-ipr-bounces@nro.net <iana-ipr-bounces@nro.net>] *On Behalf Of *Jorge Contreras *Sent:* Monday, September 19, 2016 9:22 PM *To:* iana-ipr@nro.net *Subject:* [Iana-ipr] IANA IPR Agreements
All,
As promised, I have attached revised versions of the Assignment Agreement, Community Agreement and the three License Agreements, redlined to show changes made since the last drafts.
Mostly I have inserted names and addresses and the definition of IANA Names Services provided on today’s call.
With respect to effectiveness, we consulted the IETF-ICANN SLA, which contains the following language:
"This agreement is effective as of 1 October 2016 unless the IANA agreement between NTIA and ICANN has not ended or terminated, and then it will become effective at that time, so long as such event occurs within three months of that date.”
This provides for a deferred effectiveness, with a 3-month sunset period.
To adapt this for the IANA IPR Agreements, I have proposed the following:
1. Preamble: delete the definition “Effective Date”
2. Definitions Section: Change Definition of Effective Date to reference Section x (new paragraph in the Miscellaneous section) rather than the Preamble.
3. Add new Section x “Effectiveness. This Agreement will become effective on the date (“Effective Date”) that the IANA functions contract between NTIA and ICANN ends or is terminated, provided that date occurs before January 1, 2017. If such ending or termination has not occurred by January 1, 2017, this Agreement shall automatically terminate without further action of the Parties. Except as provided in the preceding sentence, no Party shall have the right to revoke or terminate this Agreement prior to the Effective Date.
Please let me know if you have any questions or corrections in any of these agreements. Once the wording is agreed, I can generate clean, executable documents.
Best regards, Jorge
Jorge L. Contreras Contreras Legal Strategy LLC 1711 Massachusetts Ave. NW, No. 710 Washington, DC 20036 contreraslegal@att.net
The contents of this message may be attorney-client privileged and confidential. If you are not the intended recipient, please delete this message immediately.
************************************************************ **************************************** This e-mail is sent by a law firm and may contain information that is privileged or confidential. If you are not the intended recipient, please delete the e-mail and any attachments and notify us immediately.
************************************************************ **************************************** _______________________________________________ Iana-ipr mailing list Iana-ipr@nro.net https://www.nro.net/mailman/listinfo/iana-ipr
_______________________________________________ Iana-ipr mailing list Iana-ipr@nro.net https://www.nro.net/mailman/listinfo/iana-ipr
Jorge, We are looking at this language: This Agreement will become effective on the date (“Effective Date”) that the IANA functions contract between NTIA and ICANN ends or is terminated, provided that date occurs before February 1, 2017. If such ending or termination has not occurred by February 1, 2017, this Agreement shall automatically terminate without further action of the Parties. Except as provided in the preceding sentence, no Party shall have the right to revoke or terminate this Agreement prior to the Effective Date. Ray
On Sep 20, 2016, at 12:22 AM, Jorge Contreras <contreraslegal@att.net> wrote:
All,
As promised, I have attached revised versions of the Assignment Agreement, Community Agreement and the three License Agreements, redlined to show changes made since the last drafts.
Mostly I have inserted names and addresses and the definition of IANA Names Services provided on today’s call.
With respect to effectiveness, we consulted the IETF-ICANN SLA, which contains the following language:
"This agreement is effective as of 1 October 2016 unless the IANA agreement between NTIA and ICANN has not ended or terminated, and then it will become effective at that time, so long as such event occurs within three months of that date.”
This provides for a deferred effectiveness, with a 3-month sunset period.
To adapt this for the IANA IPR Agreements, I have proposed the following:
1. Preamble: delete the definition “Effective Date”
2. Definitions Section: Change Definition of Effective Date to reference Section x (new paragraph in the Miscellaneous section) rather than the Preamble.
3. Add new Section x “Effectiveness. This Agreement will become effective on the date (“Effective Date”) that the IANA functions contract between NTIA and ICANN ends or is terminated, provided that date occurs before January 1, 2017. If such ending or termination has not occurred by January 1, 2017, this Agreement shall automatically terminate without further action of the Parties. Except as provided in the preceding sentence, no Party shall have the right to revoke or terminate this Agreement prior to the Effective Date.
Please let me know if you have any questions or corrections in any of these agreements. Once the wording is agreed, I can generate clean, executable documents.
Best regards, Jorge
Jorge L. Contreras Contreras Legal Strategy LLC 1711 Massachusetts Ave. NW, No. 710 Washington, DC 20036 contreraslegal@att.net <mailto:contreraslegal@att.net>
The contents of this message may be attorney-client privileged and confidential. If you are not the intended recipient, please delete this message immediately.
<License_Agreement 09-19-2016 Protocol.docx><License_Agreement 09-19-2016 Numbers.docx><License_Agreement 09-19-2016 Names.docx><Assignment_Agreement 09-19-2016.docx><Community-Agreement - 09-19-2016.docx>_______________________________________________ Iana-ipr mailing list Iana-ipr@nro.net <mailto:Iana-ipr@nro.net> https://www.nro.net/mailman/listinfo/iana-ipr <https://www.nro.net/mailman/listinfo/iana-ipr>
participants (5)
-
Alissa Cooper -
Greg Shatan -
Hofheimer, Joshua T. -
Jorge Contreras -
Ray Pelletier