Forwarded messaged from the RIR legal team:
The RIRs have reviewed the proposed principal terms regarding the IANA IPR as it relates to implementation of the IANA transition. Overall, the proposed document along with Sidley¹s comments appears acceptable with the exception of a couple items listed below:
(1) License between IETF Trust and Licensee (ICANN) - the principal terms document calls for a single, exclusive license granted to Licensee (ICANN) for the use of the IPR in connection with provision of the IANA functions and services. Further, the terms provide that in the event that one or two of the communities decide to engage alternative service providers for their respective IANA functions, that the single license would be partially terminated and additional licenses would be granted. While this in theory is a workable solution for the situation of replacement service providers, we believe a more straight forward and clean approach would be to issue three non-exclusive licenses that are each individually exclusive in scope of the uses for which the license is granted (namely the scope of the three IANA functions respectively). This is a clean approach both in terms of being specific as to the license granted in each instance as well as not requiring that one community¹s license be affected if/when another community decides to move to another service provider/licensee. In the attached document, we have proposed alternate language regarding the three licenses for review by this group.
(2) While the escalation provisions in the principal terms document are acceptable, there should be a provision regarding cross-default. Essentially, the license granted from the IETF Trust to Licensee is supplemental and incident to the provision of service by the service provider to the respective operational communities. In this instance for the Numbers Community and for the related IANA functions for the Numbers Community, the service provider is bound to the terms of the SLA and incident to the provision of service under the SLA, it is being granted the License to IANA IPR to perform those obligations. In the event of a termination of the SLA, there should be no need to engage in the escalation provisions in the license and rather there should be an automatic termination of the IPR license. In this context, this is also another reason why item 1 above would make sense for implementation.
The remaining principle terms are acceptable to the RIRs; however, we would like our legal team involved with the drafting of the appropriate documents for implementation of the principle terms.