IANA IPR Community Agreement and License Agreement drafts
Dear colleagues,
We have attached for your review clean and redlined versions of the Community Agreement and License Agreement, which have been marked against the versions distributed on July 5. We have inserted numerous comments in the marked version using the MS Word comment feature. These comments are intended to address specific text or suggestions made by CWG, RIR or IETF during the last round.
In these candidate agreements, we have accepted a number of suggestions both the operational communities. We know that everyone is anxious to get these done, and many of the changes seem to us to be reasonable and in keeping with the Trust¹s responsibilities.
What we have not accepted, and what we do not believe we can accept, is any arrangement in which the Trust is subject to "approvals" by the CCG. We remain convinced that such acceptance would be contrary to the Trust's anticipated fiduciary responsibility as the holder of the Marks, and the Trustees cannot responsibly expose the Trust to such a threat. We believe that any independent trust would face this problem.
In addition, we do not think that, given the terms of our Trust Agreement, the Trust is capable of acting as a "steward" for other operational communities. The existing Trust Agreement also does not permit the Trust to transfer away any asset once it is owned by the Trust, so we cannot accept any term that anticipates such a transfer.
We realize that some people would prefer to amend some terms of the IETF Trust Agreement. That may be possible in the future in order to accommodate some of the above worries. But all changes have to go through the IETF consensus process, and there simply isn't time to do that this year. Hence our agreement must work with the Trust as it currently exists.
We hope that you will agree that we are making substantive and collegial process here, and we hope you understand that the existing terms of the Trust Agreement are a hard limit on what we may possibly do. We look forward to additional comments and to a fruitful discussion on our next call.
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.
Jorges,
Thank-you for succinctly capturing the key 2 or 3 issues for discussion here. In my view, the points you raise highlight where we need to focus our primary energy as follows:
1. What we have not accepted, and what we do not believe we can accept, is any arrangement in which the Trust is subject to "approvals" by the CCG. We remain convinced that such acceptance would be contrary to
the Trust's anticipated fiduciary responsibility as the holder of the Marks, and the Trustees cannot responsibly expose the Trust to such a threat. We believe that any independent trust would face this problem.
2. In addition, we do not think that, given the terms of our Trust Agreement, the Trust is capable of acting as a "steward" for other operational communities. The existing Trust Agreement also does not permit the Trust to transfer away any asset once it is owned by the Trust, so we cannot accept any term that anticipates such a transfer.
3. We realize that some people would prefer to amend some terms of the IETF Trust Agreement. That may be possible in the future in order to accommodate some of the above worries. But all changes have to go through the IETF consensus process, and there simply isn't time to do that this year. Hence our agreement must work with the Trust as it currently exists.
Jonathan
From: Jorge Contreras [mailto:contreraslegal@att.net] Sent: 30 July 2016 18:03 To: iana-ipr@nro.net Subject: [Iana-ipr] IANA IPR Community Agreement and License Agreement drafts
Dear colleagues,
We have attached for your review clean and redlined versions of the Community Agreement and License Agreement, which have been marked against the versions distributed on July 5. We have inserted numerous
comments in the marked version using the MS Word comment feature. These comments are intended to address specific text or suggestions made by CWG, RIR or IETF during the last round.
In these candidate agreements, we have accepted a number of suggestions both the operational communities. We know that everyone is anxious to get these done, and many of the changes seem to us to be reasonable and in keeping with the Trust's responsibilities.
What we have not accepted, and what we do not believe we can accept, is any arrangement in which the Trust is subject to "approvals" by the CCG. We remain convinced that such acceptance would be contrary to
the Trust's anticipated fiduciary responsibility as the holder of the Marks, and the Trustees cannot responsibly expose the Trust to such a threat. We believe that any independent trust would face this problem.
In addition, we do not think that, given the terms of our Trust Agreement, the Trust is capable of acting as a "steward" for other operational communities. The existing Trust Agreement also does not permit the Trust to transfer away any asset once it is owned by the Trust, so we cannot accept any term that anticipates such a transfer.
We realize that some people would prefer to amend some terms of the IETF Trust Agreement. That may be possible in the future in order to accommodate some of the above worries. But all changes have to go through the IETF consensus process, and there simply isn't time to do that this year. Hence our agreement must work with the Trust as it currently exists.
We hope that you will agree that we are making substantive and collegial process here, and we hope you understand that the existing terms of the Trust Agreement are a hard limit on what we may possibly
do. We look forward to additional comments and to a fruitful discussion on our next call.
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.
Jonathan,
Let’s focus on what’s essential to the deal and what can get accomplished in the timeframe available to us.
The essence of the deal is:
1. The Operational Communities decide where the Trust is to provide licenses, initially PTI
2. An OC wants to move its registry work from PTI to another body, the Trust will revoke that license from PTI and license the other body
3. All OCs want to move the registry work from PTI to another body, the Trust will revoke the licenses from PTI and license the other body
4. The Trust will consult with the OC regarding the terms of future License agreements to identify what changes may need to be made.
5. The Trust becomes aware of an infringement of the IANA trademarks by an unlicensed third party, the Trust will consult with the OCs to inform its judgment as to whether and how to take action.
As to registering the marks globally, the IETF marks are registered globally, and it would seem to make sense to do the same for the IANA marks. I have requested cost information from the Trust trademark firm to explore that possibility. The Trust would consult with the OCs prior to taking such action.
As a practical matter, there is no opportunity to make any changes to the Trust Agreement in the timeframe this deal needs to get done.
Come January 2017, or anytime, if there are items the OCs want to clarify or change the Trust will be open to that discussion.
Let’s get the deal done.
Best Ray
On Aug 1, 2016, at 6:31 AM, Jonathan Robinson jrobinson@afilias.info wrote:
Jorges,
Thank-you for succinctly capturing the key 2 or 3 issues for discussion here. In my view, the points you raise highlight where we need to focus our primary energy as follows:
What we have not accepted, and what we do not believe we can accept, is any arrangement in which the Trust is subject to "approvals" by the CCG. We remain convinced that such acceptance would be contrary tothe Trust's anticipated fiduciary responsibility as the holder of the Marks, and the Trustees cannot responsibly expose the Trust to such a threat. We believe that any independent trust would face this problem.
In addition, we do not think that, given the terms of our Trust Agreement, the Trust is capable of acting as a "steward" for other operational communities. The existing Trust Agreement also does not permit the Trust to transfer away any asset once it is owned by the Trust, so we cannot accept any term that anticipates such a transfer.We realize that some people would prefer to amend some terms of the IETF Trust Agreement. That may be possible in the future in order to accommodate some of the above worries. But all changes have to go through the IETF consensus process, and there simply isn't time to do that this year. Hence our agreement must work with the Trust as it currently exists.Jonathan
From: Jorge Contreras [mailto:contreraslegal@att.net mailto:contreraslegal@att.net] Sent: 30 July 2016 18:03 To: iana-ipr@nro.net mailto:iana-ipr@nro.net Subject: [Iana-ipr] IANA IPR Community Agreement and License Agreement drafts
Dear colleagues,
We have attached for your review clean and redlined versions of the Community Agreement and License Agreement, which have been marked against the versions distributed on July 5. We have inserted numerous comments in the marked version using the MS Word comment feature. These comments are intended to address specific text or suggestions made by CWG, RIR or IETF during the last round.
In these candidate agreements, we have accepted a number of suggestions both the operational communities. We know that everyone is anxious to get these done, and many of the changes seem to us to be reasonable and in keeping with the Trust’s responsibilities.
What we have not accepted, and what we do not believe we can accept, is any arrangement in which the Trust is subject to "approvals" by the CCG. We remain convinced that such acceptance would be contrary to the Trust's anticipated fiduciary responsibility as the holder of the Marks, and the Trustees cannot responsibly expose the Trust to such a threat. We believe that any independent trust would face this problem.
In addition, we do not think that, given the terms of our Trust Agreement, the Trust is capable of acting as a "steward" for other operational communities. The existing Trust Agreement also does not permit the Trust to transfer away any asset once it is owned by the Trust, so we cannot accept any term that anticipates such a transfer.
We realize that some people would prefer to amend some terms of the IETF Trust Agreement. That may be possible in the future in order to accommodate some of the above worries. But all changes have to go through the IETF consensus process, and there simply isn't time to do that this year. Hence our agreement must work with the Trust as it currently exists.
We hope that you will agree that we are making substantive and collegial process here, and we hope you understand that the existing terms of the Trust Agreement are a hard limit on what we may possibly do. We look forward to additional comments and to a fruitful discussion on our next call.
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.
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
+1
Sent from my iPhone
On Aug 1, 2016, at 7:01 AM, Ray Pelletier rpelletier@isoc.org wrote:
Jonathan,
Let’s focus on what’s essential to the deal and what can get accomplished in the timeframe available to us.
The essence of the deal is:
- The Operational Communities decide where the Trust is to provide
licenses, initially PTI
- An OC wants to move its registry work from PTI to another body,
the Trust will revoke that license from PTI and license the other body
- All OCs want to move the registry work from PTI to another body,
the Trust will revoke the licenses from PTI and license the other body
- The Trust will consult with the OC regarding the terms of future
License agreements to identify what changes may need to be made.
- The Trust becomes aware of an infringement of the IANA
trademarks by an unlicensed third party, the Trust will consult with the OCs to inform its judgment as to whether and how to take action.
As to registering the marks globally, the IETF marks are registered globally, and it would seem to make sense to do the same for the IANA marks. I have requested cost information from the Trust trademark firm to explore that possibility. The Trust would consult with the OCs prior to taking such action.
As a practical matter, there is no opportunity to make any changes to the Trust Agreement in the timeframe this deal needs to get done.
Come January 2017, or anytime, if there are items the OCs want to clarify or change the Trust will be open to that discussion.
Let’s get the deal done.
Best Ray
On Aug 1, 2016, at 6:31 AM, Jonathan Robinson jrobinson@afilias.info wrote:
Jorges,
Thank-you for succinctly capturing the key 2 or 3 issues for discussion here. In my view, the points you raise highlight where we need to focus our primary energy as follows:
What we have not accepted, and what we do not believe we can accept, is any arrangement in which the Trust is subject to "approvals" by the CCG. We remain convinced that such acceptance would be contrary tothe Trust's anticipated fiduciary responsibility as the holder of the Marks, and the Trustees cannot responsibly expose the Trust to such a threat. We believe that any independent trust would face this problem.
In addition, we do not think that, given the terms of our Trust Agreement, the Trust is capable of acting as a "steward" for other operational communities. The existing Trust Agreement also does not permit the Trust to transfer away any asset once it is owned by the Trust, so we cannot accept any term that anticipates such a transfer.We realize that some people would prefer to amend some terms of the IETF Trust Agreement. That may be possible in the future in order to accommodate some of the above worries. But all changes have to go through the IETF consensus process, and there simply isn't time to do that this year. Hence our agreement must work with the Trust as it currently exists.Jonathan
From: Jorge Contreras [mailto:contreraslegal@att.net] Sent: 30 July 2016 18:03 To: iana-ipr@nro.net Subject: [Iana-ipr] IANA IPR Community Agreement and License Agreement drafts
Dear colleagues,
We have attached for your review clean and redlined versions of the Community Agreement and License Agreement, which have been marked against the versions distributed on July 5. We have inserted numerous comments in the marked version using the MS Word comment feature. These comments are intended to address specific text or suggestions made by CWG, RIR or IETF during the last round.
In these candidate agreements, we have accepted a number of suggestions both the operational communities. We know that everyone is anxious to get these done, and many of the changes seem to us to be reasonable and in keeping with the Trust’s responsibilities.
What we have not accepted, and what we do not believe we can accept, is any arrangement in which the Trust is subject to "approvals" by the CCG. We remain convinced that such acceptance would be contrary to the Trust's anticipated fiduciary responsibility as the holder of the Marks, and the Trustees cannot responsibly expose the Trust to such a threat. We believe that any independent trust would face this problem.
In addition, we do not think that, given the terms of our Trust Agreement, the Trust is capable of acting as a "steward" for other operational communities. The existing Trust Agreement also does not permit the Trust to transfer away any asset once it is owned by the Trust, so we cannot accept any term that anticipates such a transfer.
We realize that some people would prefer to amend some terms of the IETF Trust Agreement. That may be possible in the future in order to accommodate some of the above worries. But all changes have to go through the IETF consensus process, and there simply isn't time to do that this year. Hence our agreement must work with the Trust as it currently exists.
We hope that you will agree that we are making substantive and collegial process here, and we hope you understand that the existing terms of the Trust Agreement are a hard limit on what we may possibly do. We look forward to additional comments and to a fruitful discussion on our next call.
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
Iana-ipr mailing list Iana-ipr@nro.net https://www.nro.net/mailman/listinfo/iana-ipr
Hello all,
Many thanks to Jorge for preparing the documents based on our comments.
With regards to Jorge's reaction on some of our comments, here some clarifications:
- Community agreement
* 5 RIRs signing the agreement
It is our practice to have all RIRs signing agreements as _one_ party (not as five different parties in the agreement). In our comments we were not clear about it - apologies for that - but we would like the 5 RIRs to sign the Community Agreement as one party representing the numbers community.
We could make this more specific in the agreement by adding a provision describing the RIRs' joint obligations and rights. Here's some suggested language:
--------- An obligation or a liability assumed by the RIRs in this Agreement binds the RIRs jointly, and each of them severally. The RIRs can only exercise their rights and/or powers under this Agreement by acting collectively and unanimously. A right conferred on the RIRs in this Agreement benefits the RIRs jointly, and each of them severally. ---------
* Article 3.2.d.
Our comment referred to the right of a CCG co-chair (eg the one that represents the numbers community) to _instruct_ the Trust to terminate the numbers related License Agreement. We believe that, for stability purposes, the termination of the License Agreement should not be a single person's decision.
Instead we are suggesting that the CCG co-chair should merely notify the trust of the termination of the relevant service agreement with the current operator. After such a notification the Trust could terminate the License Agreement. Here is our alternative suggested text:
---------- The CCG co-chair representing an Operational Community shall have the right to notify the IETF Trust of the termination of the service agreement between the relevant Operational Community and the then-current IANA Operator with respect to such Operational Community’s designated IANA Service. -----------
- License agreement
* Three license agreements
Negotiating on one License Agreement instead of on three, makes sense to us as long as we all agree on the same terms. After the negotiations are finalised, we can create three different license agreements. As our service agreement is signed with ICANN and not PTI, we would like our agreement to be signed with ICANN.
* Article 2.2
We agree not to have specific quality requirements mentioned in the License agreement. Furthermore regarding the numbers License Agreement we suggest to refer to the quality requirements of the Service Level Agreement for the IANA Numbering Services signed between the five RIRs and ICANN.
We would be happy to elaborate on that, if necessary, later on our conference call under agenda point 2.
Thank you, Athina
On 30/07/16 19:03, Jorge Contreras wrote:
Dear colleagues,
We have attached for your review clean and redlined versions of the Community Agreement and License Agreement, which have been marked against the versions distributed on July 5. We have inserted numerous comments in the marked version using the MS Word comment feature. These comments are intended to address specific text or suggestions made by CWG, RIR or IETF during the last round.
In these candidate agreements, we have accepted a number of suggestions both the operational communities. We know that everyone is anxious to get these done, and many of the changes seem to us to be reasonable and in keeping with the Trust’s responsibilities.
What we have not accepted, and what we do not believe we can accept, is any arrangement in which the Trust is subject to "approvals" by the CCG. We remain convinced that such acceptance would be contrary to the Trust's anticipated fiduciary responsibility as the holder of the Marks, and the Trustees cannot responsibly expose the Trust to such a threat. We believe that any independent trust would face this problem.
In addition, we do not think that, given the terms of our Trust Agreement, the Trust is capable of acting as a "steward" for other operational communities. The existing Trust Agreement also does not permit the Trust to transfer away any asset once it is owned by the Trust, so we cannot accept any term that anticipates such a transfer.
We realize that some people would prefer to amend some terms of the IETF Trust Agreement. That may be possible in the future in order to accommodate some of the above worries. But all changes have to go through the IETF consensus process, and there simply isn't time to do that this year. Hence our agreement must work with the Trust as it currently exists.
We hope that you will agree that we are making substantive and collegial process here, and we hope you understand that the existing terms of the Trust Agreement are a hard limit on what we may possibly do. We look forward to additional comments and to a fruitful discussion on our next call.
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
Dear All, I am very comfortable with the document drafted by Jorge.Substantial progress have been made in my view. Good work. Regards ASHOK
On Wed, 3 Aug 2016 20:32:49 +0200 Athina Fragkouli athina.fragkouli@ripe.net wrote:
Hello all,
Many thanks to Jorge for preparing the documents based on our comments.
With regards to Jorge's reaction on some of our comments, here some clarifications:
- Community agreement
- 5 RIRs signing the agreement
It is our practice to have all RIRs signing agreements as _one_ party (not as five different parties in the agreement). In our comments we were not clear about it - apologies for that - but we would like the 5 RIRs to sign the Community Agreement as one party representing the numbers community.
We could make this more specific in the agreement by adding a provision describing the RIRs' joint obligations and rights. Here's some suggested language:
An obligation or a liability assumed by the RIRs in this Agreement binds the RIRs jointly, and each of them severally. The RIRs can only exercise their rights and/or powers under this Agreement by acting collectively and unanimously. A right conferred on the RIRs in this Agreement benefits the RIRs jointly, and each of them severally.
- Article 3.2.d.
Our comment referred to the right of a CCG co-chair (eg the one that represents the numbers community) to _instruct_ the Trust to terminate the numbers related License Agreement. We believe that, for stability purposes, the termination of the License Agreement should not be a single person's decision.
Instead we are suggesting that the CCG co-chair should merely notify the trust of the termination of the relevant service agreement with the current operator. After such a notification the Trust could terminate the License Agreement. Here is our alternative suggested text:
The CCG co-chair representing an Operational Community shall have the right to notify the IETF Trust of the termination of the service agreement between the relevant Operational Community and the then-current IANA Operator with respect to such Operational Community’s designated IANA Service.
- License agreement
- Three license agreements
Negotiating on one License Agreement instead of on three, makes sense to us as long as we all agree on the same terms. After the negotiations are finalised, we can create three different license agreements. As our service agreement is signed with ICANN and not PTI, we would like our agreement to be signed with ICANN.
- Article 2.2
We agree not to have specific quality requirements mentioned in the License agreement. Furthermore regarding the numbers License Agreement we suggest to refer to the quality requirements of the Service Level Agreement for the IANA Numbering Services signed between the five RIRs and ICANN.
We would be happy to elaborate on that, if necessary, later on our conference call under agenda point 2.
Thank you, Athina
On 30/07/16 19:03, Jorge Contreras wrote:
Dear colleagues,
We have attached for your review clean and redlined versions of the Community Agreement and License Agreement, which have been marked against the versions distributed on July 5. We have inserted numerous comments in the marked version using the MS Word comment feature. These comments are intended to address specific text or suggestions made by CWG, RIR or IETF during the last round.
In these candidate agreements, we have accepted a number of suggestions both the operational communities. We know that everyone is anxious to get these done, and many of the changes seem to us to be reasonable and in keeping with the Trust’s responsibilities.
What we have not accepted, and what we do not believe we can accept, is any arrangement in which the Trust is subject to "approvals" by the CCG. We remain convinced that such acceptance would be contrary to the Trust's anticipated fiduciary responsibility as the holder of the Marks, and the Trustees cannot responsibly expose the Trust to such a threat. We believe that any independent trust would face this problem.
In addition, we do not think that, given the terms of our Trust Agreement, the Trust is capable of acting as a "steward" for other operational communities. The existing Trust Agreement also does not permit the Trust to transfer away any asset once it is owned by the Trust, so we cannot accept any term that anticipates such a transfer.
We realize that some people would prefer to amend some terms of the IETF Trust Agreement. That may be possible in the future in order to accommodate some of the above worries. But all changes have to go through the IETF consensus process, and there simply isn't time to do that this year. Hence our agreement must work with the Trust as it currently exists.
We hope that you will agree that we are making substantive and collegial process here, and we hope you understand that the existing terms of the Trust Agreement are a hard limit on what we may possibly do. We look forward to additional comments and to a fruitful discussion on our next call.
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
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participants (5)
-
arad -
Athina Fragkouli -
Jonathan Robinson -
Jorge Contreras -
Ray Pelletier