Greg – thanks for these observations.  Some quick responses below.

From: Greg Shatan <gregshatanipc@gmail.com>
Date: Monday, August 8, 2016 at 8:19 PM
To: Jorge Contreras <contreraslegal@att.net>
Cc: "iana-ipr@nro.net" <iana-ipr@nro.net>
Subject: Re: [Iana-ipr] Draft IANA IPR Assignment Agreement

I have no significant comments on the attached.  A couple of minor notes:

1.1  In each definition of "Affiliate" in the agreements, there is the statement "the Internet Society, a District of Columbia non-profit corporation, is not an affiliate of the IETF Trust."  I'm wondering why this needs to be stated; more particularly, does ISOC fit this definition of an "Affiliate" of the IETF Trust, and if so, how?  If not, why make the statement?

Many people mistakenly believe that the IETF Trust and IETF/ISOC are Affiliates.  They are not, and this clarification is useful for making that point.  

1.5 There are some Encumbrances listed here that I've never seen in a transfer of IP; they seem to have come in from a real property transaction (e.g., sublease, occupancy contract, encroachment, and easement).  I suppose there's no harm in listing them, but it seems peculiar.  The reference to "title retention agreement" is also not one I've seen before; a "title retention agreement" appears to be a type of agreement (primarily in the UK and other Commonwealth countries) whereby the seller in a sale of goods retains title in an installment sale until paid in full.  Again no harm in having it I guess....  I'm used to seeing something more like the deleted language at the end of 2.1.

I agree.  This can be cleaned up.

3.1  This needs to be revised to account for the three license set-up.

Agreed.