All attached is a draft of the Assignment Agreement, clean and marked against ICANN¹s draft of Aug. 2.
At this point, other than one or two minor technical points, I believe this document is in relatively stable form, and I would ask ICANN¹s counsel to confirm this on their end.
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.
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?
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.
3.1 This needs to be revised to account for the three license set-up.
I never knew about the internetassignednumbersauthority domain names before!
That's all I've got.
Greg
On Mon, Aug 8, 2016 at 9:25 PM, Jorge Contreras contreraslegal@att.net wrote:
All – attached is a draft of the Assignment Agreement, clean and marked against ICANN’s draft of Aug. 2.
At this point, other than one or two minor technical points, I believe this document is in relatively stable form, and I would ask ICANN’s counsel to confirm this on their end.
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.
Iana-ipr mailing list Iana-ipr@nro.net https://www.nro.net/mailman/listinfo/iana-ipr
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.
Jorge,
Thanks for the prompt response!
Greg
On Mon, Aug 8, 2016 at 11:30 PM, Jorge Contreras contreraslegal@att.net wrote:
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.
On 9 Aug 2016, at 05:25, Jorge Contreras contreraslegal@att.net wrote:
All – attached is a draft of the Assignment Agreement, clean and marked against ICANN’s draft of Aug. 2.
At this point, other than one or two minor technical points, I believe this document is in relatively stable form, and I would ask ICANN’s counsel to confirm this on their end.
Thank you, Jorge. I do not see any items of concern, but the RIR legal team has not yet reviewed it.
Alan Barrett
participants (3)
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Alan Barrett
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Greg Shatan
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Jorge Contreras