Discussion Draft of ccTLD Manager-ICANN "Status Quo" Agreement
Posted: 5 July 2000
This Agreement is among the Internet Corporation for Assigned Names and Numbers ("ICANN"), [name of ccTLD administrative contact], and [name of ccTLD organization]. It is deemed made at Los Angeles, California USA, and becomes effective on [insert date].
1. ICANN is the non-profit corporation that was formed in 1998 to assume responsibility for developing and providing for implementation of policies for the technical coordination of the Internet, including the IP-address-allocation, protocol-parameter-assignment, domain-name-system, and root-server-system management and coordination functions previously performed by the United States Government and its contractors.
2. ICANN currently performs the functions of the Internet Assigned Numbers Authority ("IANA") under a contract with the United States Department of Commerce dated 9 February 2000 and under a Memorandum of Understanding with the Internet Engineering Task Force ("IETF") effective on 10 March 2000.
3. The IANA functions include overall responsibility for the technical administration of the Internet Domain Name System (DNS), including designation of managers for country-code top-level domains.
4. In carrying out its responsibility for administration of the DNS, the IANA follows policies with respect to the management and delegation of country-code top-level domains ("ccTLDs") (the major policies currently in effect are set forth in ICP-1, <http://www.icann.org/icp/icp-1.htm>) that are intended to promote the interests of affected Internet communities.
5. In pursuance of those interests and in accordance with its policies, the IANA has delegated the responsibility for operation of the [insert country code] top-level domain to [name of ccTLD organization] as the designated organization and [name of ccTLD administrative contact] as administrative contact.
6. [Name of ccTLD administrative contact] has accepted the responsibilities set forth in ICP-1 as trustee of the [insert country code] top-level domain.
7. The parties recognize that it is appropriate from time to time to reevaluate the policies respecting administration and delegation of ccTLDs and that ICANN's policy development processes are the appropriate mechanism for that reevaluation.
Now, therefore, the parties agree as follows:
1. Reaffirmation of ccTLD Manager Designation. ICANN hereby reaffirms the prior delegation of the responsibility for management and operation of the [insert country code] ccTLD to [name of ccTLD organization] as the designated organization and [name of ccTLD administrative contact] as administrative contact.
2. Reaffirmation of ccTLD Manager's Responsibilities. [Name of ccTLD organization], as the designated organization, and [name of ccTLD administrative contact], as administrative contact, hereby reaffirm their responsibility to ensure that the [insert country code] ccTLD is managed and operated in full conformity with existing policies as set forth in ICP-1 and with new or revised policies that may be adopted by ICANN through its processes in the future.
3. Relations with Government. In accord with paragraph 2 above, [name of ccTLD organization] agrees that, in the event ICANN adopts policies dealing with the relationship between ccTLD managers and relevant governments or public authorities, [name of ccTLD organization] will promptly comply with such policies. [name of ccTLD organization] agrees that failure to comply with such policies would constitute a breach of this Agreement that could result in a change in delegation for the [insert country code] ccTLD.
4. Funding of ICANN's Activities. [Name of ccTLD organization], as the designated organization, and [name of ccTLD administrative contact], as administrative contact, acknowledge their responsibility, in common with other name and address registries and registrars, for contributing to the funding of ICANN in performing its activities, including both development and implementation of policies for the technical coordination of the Internet. The parties agree that ICANN's annual budget and the formulas for calculating the contribution levels of the various name and address registries and registrars shall be established using processes and procedures based on consultation with representatives of those contributing funding, including representatives of the ccTLD community. [Name of ccTLD organization] and [name of ccTLD administrative contact], agree to contribute to the funding of ICANN according to the formula applicable to ccTLD managers that results from that consultation. For the ICANN fiscal year ending 30 June 2000, [name of ccTLD organization] and [name of ccTLD administrative contact] agree that they shall contribute, or cause to be contributed on their behalf, US$_________.
5. IANA Support. In the event and to the extent that the transition of responsibilities from the U.S. Government to ICANN and other circumstances permit ICANN to do so, for so long as the delegation is in effect and in compliance with ICANN policies and remains in unquestioned status, ICANN will:
a. maintain, or cause to be maintained, a stable, secure, authoritative and publicly available database of contact and root-zone information about the ccTLD;
b. ensure that the authoritative root will point to the nameservers designated by [name of ccTLD administrative contact] for the [insert country code] ccTLD and that, provided that they are technically sound and in full conformity with then-existing ICANN policy, requests for changes to the nameserver designations will be implemented in a reasonably prompt manner;
c. ensure that the root servers are operated in stable and secure manner;
d. maintain, or cause to be maintained, authoritative records and an audit trail regarding ccTLD delegations and records related to these delegations; and
e. inform [name of ccTLD organization] in a timely manner of any changes to ICANN's contact information.
6. Stability of Delegation. For so long as [name of ccTLD organization] and [name of ccTLD administrative contact] meet all of their responsibilities under paragraphs 2, 3 and 4 above, and comply with all of the requirements of any agreement either of them has respecting the ccTLD with the relevant government or public authority, ICANN shall revise or revoke the delegation only according to its then-existing policies for redelegation or revocation. In the event such a redelegation or revocation occurs, ICANN shall have no further obligations under paragraph 1 or 5 of this Agreement.
7. Resignation of Manager(s). Either [name of ccTLD organization], as the designated organization, or [name of ccTLD administrative contact], as administrative contact, or both, may resign from their delegated role with respect to the ccTLD, with the resignation to be effective upon three months written notice to ICANN. Upon the effective date of the resignation, the resigning party shall not have continuing responsibilities under paragraph 2 or 3 above, but shall be responsible for contributing funding amounts accruing prior to the effective date of the resignation according to paragraph 4 above. Moreover, the resigning party shall give full cooperation to the other parties in providing data and transitional assistance concerning the ccTLD.
8. Resolution of Disputes Under this Agreement. Disputes arising under, in connection with, or related to this Agreement shall be resolved by an arbitration conducted pursuant to the Rules of Arbitration of the International Chamber of Commerce ("ICC"). The arbitration shall be conducted in English and shall occur in Los Angeles County, California, USA. There shall be three arbitrators: ICANN shall choose one arbitrator, [name of ccTLD organization] shall choose one arbitrator, and, if those two arbitrators do not agree on a third arbitrator, the third shall be chosen by the ICC. ICANN and [name of ccTLD organization] shall bear the costs of the arbitration in equal shares, subject to the right of the arbitrators to reallocate the costs in their award as provided in the ICC rules. The parties shall bear their own attorneys' fees in connection with the arbitration, and the arbitrators may not reallocate the attorneys' fees in conjunction with their award. The arbitrators shall render their decision within ninety days of the conclusion of the arbitration hearing. For the purpose of aiding the arbitration and/or preserving the rights of the parties during the pendency of an arbitration, the parties shall have the right to seek temporary or preliminary injunctive relief from the arbitration panel or in a court located in Los Angeles, California, USA, which shall not be a waiver of this arbitration agreement. In all litigation involving ICANN concerning this Agreement, jurisdiction and exclusive venue for such litigation shall be in a court located in Los Angeles, California, USA; however, the parties shall also have the right to enforce a judgment of such a court in any court of competent jurisdiction.
9. Limitations on Monetary Remedies for Violations of this Agreement. Monetary liability to ICANN for violations of this Agreement shall be not exceed the contribution amounts owing to ICANN under paragraph 4 above. ICANN's aggregate monetary liability for violations of this Agreement shall not exceed the contributions paid under paragraph 4 above in the year before the last violation. In no event shall either party be liable for special, indirect, incidental, punitive, exemplary, or consequential damages for any violation of this Agreement.
a. Assignment. Any party may assign or transfer this Agreement only with the prior written consent of the other party, which shall not be unreasonably withheld, except that ICANN may assign this agreement by giving written notice of the assignment.
b. No Third-Party Beneficiaries. This Agreement shall not be construed to create any obligation by any party to any non-party to this Agreement.
c. Notices. All notices to be given under this Agreement shall be given in writing at the address of the appropriate party as set forth below, unless that party has given a notice of change of address in writing. Any notice required by this Agreement shall be deemed to have been properly given when delivered in person, when sent by electronic facsimile, or when scheduled for delivery by internationally recognized courier service.
If to ICANN, addressed to:
Internet Corporation for Assigned Names and Numbers
4676 Admiralty Way, Suite 330
Marina Del Rey, California 90292
If to [name of ccTLD administrative contact], addressed to:
If to [name of ccTLD organization], addressed to:
d. Dates and Times. All dates and times relevant to this Agreement or its performance shall be computed based on the date and time observed in Los Angeles, California, USA.
e. Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties.
f. Amendments and Waivers. No amendment, supplement, or modification of this Agreement or any provision hereof shall be binding unless executed in writing by all parties. No waiver of any provision of this Agreement shall be binding unless evidenced by a writing signed by the party waiving compliance with such provision. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof, nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate by their duly authorized representatives.
INTERNET CORPORATION FOR ASSIGNED NAMES AND NUMBERS
Michael M. Roberts
President and CEO