Dear all,

Please find below the notes and chat of IANA IPR call #10, held on 19 September 2016. Recordings of the meeting will be posted under the Meetings and Work Session section of the Implementation page found here: https://www.icann.org/stewardship-implementation

Regards, Yuko Green

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IANA IPR Follow-up Meeting #10

19 September 20:00 UTC

Agenda:

1. Agree that we are done with the documents

2. Agree on text for a posting to the ICG site

3. Review schedule and mechanics for getting the agreements signed

4. Confirm each community’s plans to have initial CCG members appointed by Sept 30 Notes:

License Agreement & Community Agreement • The definition of the "Names Community" was provided by Greg Shatan to replace the "TBD"

ACTION (Jorge): Fill in the blank to finalize the documents within 24 hours

ACTION (Lise & Jonathan): Confirm the definition of the "Names Community" with CWG

3. Review schedule and mechanics for getting the agreements signed • Discussed the signature date and the effective date

ACTION: Each operational community to have internal conversation about signature and effective dates

ACTION (Sam): Share the condition precedence language with the IPR group after discussion

4. Confirm each community’s plans to have initial CCG members appointed by Sept 30 • CWG still in discussion

ACTION (Staff): Send a Doodle for next week follow-up call

Chat:

Brenda Brewer:Welcome all to the IANA IPR Follow-up Meeting on 19 September 2016 @ 20:00 UTC!

Josh Hofheimer (Sidley):Hello all

Athina Fragkouli:hello!

Michael Abejuela (ARIN):Hello everyone!

Ray Pelletier:hello

Athina Fragkouli:indeed Alan sent this information to the ML

Ray Pelletier:is there Muzak so we know this works?

Athina Fragkouli:@Jorge if you need anything else please let me or anyone else from the RIRs know

Samantha Eisner:ICANN will use the main address

Greg Shatan:The listed chartering organizations the Cross Community Working Group to Develop an IANA Stewardship Transition Proposal on Naming Related Functions (“CWG”) – namely, the Country Code Names Supporting Organization (“ccNSO”), the Security and Stability Advisory Committee (“SSAC”), the Generic Names Supporting Organization (“GNSO”), the At Large Advisory Committee (“ALAC”) and the Governmental Advisory Committee (“GAC”) – that have affirmed or hereafter affirm in writing that they agree to be included as participants herein (collectively, the “Names Community”).

Greg Shatan:The listed chartering organizations the Cross Community Working Group to Develop an IANA Stewardship Transition Proposal on Naming Related Functions (“CWG”) – namely, the Country Code Names Supporting Organization (“ccNSO”), the Security and Stability Advisory Committee (“SSAC”), the Generic Names Supporting Organization (“GNSO”), the At Large Advisory Committee (“ALAC”) and the Governmental Advisory Committee (“GAC”) – that have affirmed or hereafter affirm in writing that they agree to be included as participants herein (collectively, the “Names Community”).

Josh Hofheimer (Sidley):in the first line it should say "...of the Cross"

Greg Shatan:The listed chartering organizations of the Cross Community Working Group to Develop an IANA Stewardship Transition Proposal on Naming Related Functions (“CWG”) – namely, the Country Code Names Supporting Organization (“ccNSO”), the Security and Stability Advisory Committee (“SSAC”), the Generic Names Supporting Organization (“GNSO”), the At Large Advisory Committee (“ALAC”) and the Governmental Advisory Committee (“GAC”) – that have affirmed or hereafter affirm in writing that they agree to be included as participants herein (collectively, the “Names Community”).

Jonathan Robinson:We can check and if necessary get it signed off on Thursday this week.

Jonathan Robinson:CWG meeting is set for 14h00 UTC Thursday.

Jari Arkko:We do need to have final contracts

Ray Pelletier:Trust is Noon Thursday ET, UTC - 4

Jari Arkko:is there a way to do this on e-mail at the CWG?

Jonathan Robinson:@Alissa. Sligth variation. Check the record and if this has been previously agreed, then stick with it. If not, then obtain approval or approved variation on Thursday.

Jari Arkko:Jonathan: would your plan + obtain approval on list be feasible?

Jonathan Robinson:No objection from me

Greg Shatan:I'm fine with that

Jonathan Robinson:@Jari. It may be possible to sort out on list. We should not presume so.

Lise Fuhr:+1

Jari Arkko:Suggest sept 30

Jonathan Robinson:I would think October 1

Jorge Contreras:The assets will transfer on the Effective Date. Does that affect the date we want to be the ED?

Greg Shatan:October 1 is probably more appropriate.

Michael Abejuela (ARIN):Agreed october 1 should be the earliest

Ray Pelletier:NTIA contract through 30 September

Ray Pelletier:?

Greg Shatan: There should be a massive simultaneous spasm at the time of transaction. Sort of a mini Big Bang.

Greg Shatan:transaction - transition.

Michael Abejuela (ARIN):Agree with Greg since the IPR items are born out of the transition. should all be simultaneous at time of transition

Ray Pelletier:Seems like there shouldn't be any hiatus between expiration of contract and new multistakeholder model - seems 1 October ought to be the effective date

Ray Pelletier:1 Oct is a Saturday

Ray Pelletier:All signatures in place by 5 October

Lise Fuhr:I agree with Greg on this

Lise Fuhr:It could be seen as sneaking something through

Michael Abejuela (ARIN):It seems to be the cleanest to make things consistent with the other components of the transition - both logistically and from the optics of it all.

Greg Shatan:This is a downstream result of the transition, I'm not sure why this would happen aside from the transition. But groups can always talk.

Alissa Cooper:I do not think anyone is trying to sneak anything, nor do I think anyone is looking forward to re-starting conversations about this later. I

Alissa Cooper:Nor do I think it's true that there is no substance gained from effectuating these agreements.

Alissa Cooper:I understand the reality of this situation, but just wanted to voice my disagreement with those points.

Alissa Cooper:some of us are just looking for progress

Samantha Eisner:THe contingency language is quite similar among the IETF MoU, the RIR SLA and the IANA Naming FUnctions Agreement

Alissa Cooper:Sam, could you paste the contingency language in the chat?

Samantha Eisner:so in theory the language has been agreed upon. Or we could follow Jorge's direction and leave blank

Samantha Eisner:Here's the language from the Naming Functions Agreement: . This Contract 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.

Michael Abejuela (ARIN):The Condition Precedent language from the RIR SLA: Condition Precedent: The occurrence of any event or circumstance under which (i) theOperator is released from its obligations to provide services substantially similar to theIANA Numbering Services, under its contract with the National Telecommunications andInformation Administration, United States Department of Commerce (“DOC”), dated on orabout July 2012 (or any extension thereof) and (ii) the Operator has accepted theresponsibility to provide the IANA Numbering Services.

Jorge Contreras:Is there no sunset date in these contingency clauses?

Jorge Contreras:Can a party get out of an agreement if the closing doesn't happen in x days/months/years?

Samantha Eisner:We have not built a sunset in

Jari Arkko:Ted's characterisation is very clear. Thanks.

Ted Hardie:I think the uniqueness is a question of timing, more than something inherent in the changes.

Ted Hardie:Many of these could have been incremental changes over the years.

Ted Hardie:Now they are "a closing", as you put, and I don't think we can change that at this piont.

Ted Hardie:But we don't need to close off the future discussion as a result, as Sam pointed out.

Greg Shatan:Documents can change until they're signed, as long as the parties agree to those changes.

andrew sullivan:invitation came just at beginning of the call

Yuko Green:Next call is 16:00 UTC this Wednesday

Jonathan Robinson:Will anything have changed / developed by Wednesday?

andrew sullivan:well, people could consult with their relevant groups about alternatives

Alissa Cooper:Personally I feel that I need more time to consider the different options and Weds would provide more time to consider that.

Ray Pelletier:+1

Greg Shatan:Most of the alternatives have no substantive effect. The only one that does is signing and making it effective before everything else moves.

Michael Abejuela (ARIN):That is true, but I also think we all want some finality in the documents as early as possible.

Greg Shatan:I think it was ignored.

andrew sullivan:Fair point

Greg Shatan:Because nobody thought anything would be complicated about signing these and making them effective on the same date as everything else.

Jonathan Robinson:To set expectations, I do not see any signiificant devellopments from the CWG by Wed

Jorge Contreras:I think the contingency language is defective because it has no sunset clause. I would want to consider adding such a clause.

Jari Arkko:I'd like to suggest Jorge, Sam, Josh to work together to figure out specific language. FWIW I prefer language that has some contingency clause. But again, i'm not blocking on this issue.

Michael Abejuela (ARIN):+1 to Jari...let's have specific language to consider

Ray Pelletier:Ys, Sam

Ray Pelletier:Ys, Sam

Alissa Cooper:I think if the sunset could be included such that it can easily be taken out without affecting the rest of the contingency, that would help

Ted Hardie:I agree with Jari--reusing the contingency seems the best course, if we are taking the "closing" metaphor view of this.

Jorge Contreras:It would take more study to determine whether a party can terminate an agreement if a contingency is not met. I'm not aware that is automatic.

Samantha Eisner:yes, we can try to draft

Josh Hofheimer (Sidley):Until the contingency is lifted, there is binding agreement.

Josh Hofheimer (Sidley):'no' binding agreement

Samantha Eisner:I agree with Josh on the ability to revoke

Jorge Contreras:Given that we are dealing with parties around the world, the revocation right should be part of the language

Greg Shatan:I'm holding out for a big signing bonus.

Jonathan Robinson:Thanks Josh. Bit .. we will have 3 regardless

Greg Shatan:Sorry to cause problems.

Greg Shatan:Is 10% of the Auction Proceeds to much to ask for? :-)

Athina Fragkouli:thank you