Model TLD Sponsorship Agreement (June 2003)
This TLD SPONSORSHIP AGREEMENT ("Agreement") is by and between
the Internet Corporation for Assigned Names and Numbers, a California
not-for-profit corporation, and [insert Sponsor's name], a [insert jurisdiction
and type of organization].
1. DEFINITIONS. For purposes of this Agreement, the following definitions
1.1. The "Authoritative Root-Server System" means the constellation
of DNS root-nameservers specified, from time to time, in the file <ftp://rs.internic.net/domain/named.root>.
1.2. The "Charter" refers to Attachment 1.
1.3. The "DNS" refers to the Internet domain-name system.
1.4. The "Effective Date" is the date on which this Agreement
is first signed on behalf of both parties.
1.5. "Eligibility and Name-Selection Services" or "ENS
Services" refer to (a) application of policies concerning eligibility
of persons or entities to receive new or renewal registrations of Registered
Names and (b) application of policies concerning selection of Registered
Names to be registered to particular persons or entities.
1.6. The "Expiration Date" is the date specified in Subsection
1.7. "ICANN" refers to the Internet Corporation for Assigned
Names and Numbers, which is a party to this Agreement, or any assignee
of it under Subsection 5.11.
1.8. An "ICANN-Accredited Registrar" is an entity or person
accredited by ICANN to act as a registrar for domain names within the
domain of the Sponsored TLD.
1.9. The "Initial Policy Development and Demonstration Period" is
the period, if any, defined by the start-up plan described in Attachment
8. The Initial Policy Development and Demonstration Period is intended
to allow the Sponsor, working with the participation of the Sponsored
TLD Community, to develop and demonstrate the initial naming conventions
and other policies for the Sponsored TLD, and to allow the phase-in
of certain obligations and requirements of the Sponsor.
1.10. "Personal Data" refers to data about any identified
or identifiable natural person.
1.11. "Registered Name" refers to a domain name within
the domain of the Sponsored TLD, whether at the second or a lower level,
about which Registry Operator or an affiliate maintains data in a Registry
Database, arranges for such maintenance, or derives revenue from such
maintenance. A name in a Registry Database may be a Registered Name
though it does not appear in a zone file.
1.12. "Registered Name Holder" means the holder of a Registered
1.13. "Registry Data" means all Registry Database data
maintained in electronic form, and shall include Zone-File Data, all
data used to
provide Registry Services submitted by registrars in electronic form,
and all other data used to provide Registry Services concerning particular
domain name registrations or nameservers maintained in electronic form
in the Registry Database.
1.14. "Registry Database" means a database comprised of
data about one or more DNS domain names within the domain of the Sponsored
TLD that is used to generate either DNS resource records that are published
authoritatively or responses to domain-name availability lookup requests
or Whois queries, for some or all of those names.
1.15. "Registry Operator" refers to the entity or entities
under contractual obligation with Sponsor from time to time to provide
Registry Services for the Sponsored TLD, as described in Subsection
1.16. "Registry Services" means services provided as an
integral part of the operation of the Sponsored TLD, including all
in which Registered Names are registered. In determining whether a
service is integral to the operation of the Sponsored TLD, consideration
be given to the extent to which the Sponsored TLD's Registry Operator
has been materially advantaged in providing the service by its designation
by the Sponsor. The development of technology, expertise, systems,
efficient operations, reputation (including identification as Registry
financial strength, or relationships with registrars and third parties
shall not be deemed an advantage arising from the designation. Registry
Services include: receipt of data concerning registration of domain
names and nameservers from registrars, provision to registrars of status
relating to the Sponsored TLD, dissemination of TLD zone files, operation
of the Sponsored TLD zone servers, dissemination of contact and other
information concerning domain-name and nameserver registrations in
the Sponsored TLD, ENS Services, and such other services required by
in the manner provided in Subsections 4.3 through 4.6. Registry Services
shall not include the provision of nameservice for a domain used by
a single entity under a Registered Name registered through an ICANN-Accredited
1.17. "Sponsor" refers to [insert Sponsor's name] the Sponsoring
Organization for the Sponsored TLD, which is a party to this Agreement,
or any assignee of it under Subsection 5.11.
1.18. "Sponsored TLD" refers to the [insert TLD label]
1.19. "Sponsored TLD Community" means the community defined
in Subsection 3.1.
1.20. "Term of this Agreement" begins on the Effective
Date and continues until the earlier of (a) the Expiration Date, or
of this Agreement. This Agreement may be renewed according to the provisions
of Subsection 5.2.
1.21. "TLD" refers to a top-level domain in the DNS.
1.22. "Zone-File Data" means all data contained in a DNS
zone file for the Registry TLD as provided to nameservers on the Internet.
2. ICANN OBLIGATIONS.
2.1. Creation of Sponsored TLD. ICANN hereby agrees to establish (to
the extent it has the authority) and otherwise to use commercially reasonable
efforts to establish, in the Authoritative Root-Server System, the Sponsored
TLD for the purposes outlined in the Charter attached as Attachment 1.
2.2. Designation of Sponsor; Delegation of Policy-Development
ICANN hereby designates Sponsor as the sponsoring organization for the
Sponsored TLD during the Term of this Agreement. ICANN hereby delegates
to the Sponsor the authority to develop policies for the Sponsored TLD
consistent with the requirements of Section 4 and the provisions of Attachment
2 of this Agreement.
2.3. Recognition in Authoritative Root-Server System. During the Term
of this Agreement, Sponsor may, by notifying ICANN, request (a) delegation
of the Sponsored TLD to specified DNS nameservers and (b) changes in
that delegation. Any such request must be made by Sponsor, or its authorized
representative (which may be the Registry Operator) designated in a written
notice to ICANN, in a format, and otherwise meet technical requirements,
specified from time to time by ICANN. The initial format and technical
requirements are set forth in Attachment 3. Changes to the format and
technical requirements may be made only with the written consent of Sponsor
(which shall not be unreasonably withheld) or in the manner provided
in Subsections 4.3 through 4.6. ICANN will use commercially reasonable
efforts to have such requests implemented in the Authoritative Root-Server
System within five business days of the submission.
2.4. Recognition in the Root-Zone Contact Database. To the extent ICANN
publishes contact data regarding TLDs, during the Term of this Agreement
it will show the Sponsored TLD's sponsor as Sponsor and the Sponsored
TLD's registry operator, administrative contact, and technical contact
as requested from time to time by Sponsor. Any such request must be made
by Sponsor, or its authorized representative (which may be the Registry
Operator) designated in a written notice to ICANN, in a format, include
the elements of contact data, and otherwise meet technical requirements,
specified from time to time by ICANN. The initial requirements for these
requests are set forth in Attachment 4. Changes to the requirements for
requests may be made only with the written consent of Sponsor (which
shall not be unreasonably withheld) or in the manner provided in Subsections
4.3 through 4.6.
2.5. Other Obligations of ICANN. During the Term of this Agreement,
ICANN shall use commercially reasonable efforts to:
2.5.1. maintain, or cause to be maintained, a stable, secure, authoritative,
and publicly available database of relevant information regarding the
delegation of the Sponsored TLD;
2.5.2. generate, or cause to be generated, authoritative and accurate
root zone information from such database and operate, or cause to be
operated, the Authoritative Root Server System in a stable and secure
2.5.3. maintain, or cause to be maintained, authoritative records and
an audit trail regarding delegations of the Sponsored TLD and records
related to these delegations; and
2.5.4. inform Sponsor in a timely manner of any changes to ICANN's
2.6. Use of ICANN Name. ICANN hereby grants to Sponsor a non-exclusive,
worldwide, royalty-free license during the Term of this Agreement (a)
to state that it is designated by ICANN as the sponsor for the Sponsored
TLD, (b) to use a logo specified by ICANN to signify that Sponsor is
an ICANN-designated sponsor, and (c) to link to pages and documents within
the ICANN web site. No other use of ICANN's name or logo is licensed
hereby. This license may not be assigned or sublicensed by Sponsor.
3. SPONSOR'S OBLIGATIONS.
3.1. Obligation to Maintain Representative Characteristics
Justifying Original Selection of Sponsor. During the Term of this Agreement, Sponsor
(a) agrees to ensure it remains at least as representative of the Sponsored
TLD Community as it was at the time of its selection, and (b) shall
be responsible for developing policies for, and providing for the operation
of, the Sponsored TLD in the interest of the Sponsored TLD Community
in accordance with Subsections 3.2 through 3.16 and 4.2. The "Sponsored
TLD Community" means actual Registered Name Holders, individuals
or entities qualifying for registration under the policies applicable
to the Sponsored TLD, and any other affected parties included in the
community description contained in Attachment 5 to this Agreement.
3.2. Obligation to Arrange for the Provision of Registry
Sponsor shall, by contract with a third-party Registry Operator, provide
for the provision of Registry Services meeting the minimum functional
specifications described by Subsection 3.3 and the minimum performance
specifications described by Subsection 3.4. The obligations of this Subsection
3.2 will commence on the schedule specified by the start-up plan in Attachment
3.3. Minimum Functional Specifications for Registry Services. Registry
Services provided in the Sponsored TLD shall meet functional specifications
prescribed by Sponsor, which shall meet at least the minimum requirements
established from time to time by ICANN. The minimum functional specifications
initially required by ICANN are set forth in Attachment 6. Changes to
the minimum required functional specifications may be made only in the
manner provided in Subsections 4.3 through 4.6.
3.4. Minimum Performance Specifications for Registry Services. Registry
Services provided in the Sponsored TLD shall meet performance specifications
prescribed by Sponsor, which shall meet at least the minimum requirements
established from time to time by ICANN. The minimum performance specifications
initially required by ICANN are set forth in Attachment 7. Changes to
the minimum required performance specifications may be made only in the
manner provided in Subsections 4.3 through 4.6.
3.5. Start-Up Plan. Sponsor shall commence the offering of Registry
Services for the Sponsored TLD, including the provision of nameservice
for the Sponsored TLD, according to the schedule and procedures set forth
in the start-up plan in Attachment 8.
3.6. Use of ICANN-Accredited Registrars. The Sponsor shall ensure
that all Registry Services are provided through one or more ICANN-Accredited
Registrars, except to the extent that (a) Attachment 2 delegates to
the authority to provide or to arrange for the provision of ENS Services
by means other than ICANN-Accredited Registrars or (b) the start-up
plan in Attachment 8 provides for a different means of providing Registry
Services. Sponsor may select the ICANN-Accredited Registrars eligible
to obtain Registry Services according to the provisions of Attachment
9. Sponsor shall enter its standard written agreement authorizing the
provision of Registry Services (its "Authorizing Agreement")
with any ICANN-Accredited Registrar so selected that wishes to enter
an Authorizing Agreement and is able to comply with its terms. Sponsor
shall require Registry Operator to provide equivalent treatment with
respect to Registry Services to all ICANN-Accredited Registrars that
are in compliance with a currently effective Authorizing Agreement.
All Registry Services shall be provided through ICANN-Accredited Registrars
strictly in accordance with the terms of their Authorizing Agreements.
The terms of the Authorizing Agreement shall be consistent with the
of this Agreement, including specifications and policies established
according to Subsections 4.3 through 4.6.
3.7. Registration Requirements. Sponsor shall ensure that all Registered
Name Holders have entered into contractual commitments, directly enforceable
by Sponsor, containing at least the provisions set forth in Attachment
10. The commitments may be set forth either in a registration agreement
between the Registered Name Holder and an authorized ICANN-Accredited
Registrar or in an agreement directly between the Registered Name Holder
and Sponsor. Sponsor may require (in a manner consistent with Subsection
4.2) that Registered Name Holders make additional commitments as a condition
of registration in the Sponsored TLD, provided that those commitments
are otherwise consistent with this Agreement (including Section 4).
3.8. Registration Restrictions Within Sponsored TLD.
3.8.1. Except to the extent that ICANN otherwise expressly authorizes
in writing, Sponsor shall reserve from registration the domain names
specified by a schedule established by ICANN. The initial schedule is
attached as Attachment 11. Changes to the schedule may be made only in
the manner provided in Subsections 4.3 through 4.6.
3.8.2. Sponsor shall also establish policies, in conformity with the
Charter, for the naming conventions within the Sponsored TLD and for
requirements of registration. Sponsor shall ensure the application and
enforcement of those policies in a manner consistent with Subsection
3.8.3. Sponsor shall establish procedures for enforcement of registration
requirements, and for challenges to particular registrations. Procedures
for challenges to names registered contrary to the requirements of the
Charter shall conform with the requirements set forth in Attachment 12.
Changes to those procedures may be made only with the mutual written
consent of ICANN and Sponsor (which neither party shall withhold without
reason) or in the manner provided in Subsections 4.3 through 4.6.
3.9. Registrations Not Sponsored by Registrars. Sponsor may register
directly with the Registry Operator the domain names listed on Attachment
13 for its own use in sponsoring the Sponsored TLD. The total number
of domain names listed on Attachment 13 at any time shall not exceed
1000. At the conclusion of its designation by ICANN as the sponsor for
the Sponsored TLD, Sponsor shall transfer all such domain-name registrations
to the entity or person specified by ICANN, except for registrations
of those domain names that Attachment 13 specifically indicates that
the Sponsor may retain, subject to registration policies applicable in
the Sponsored TLD. As instructed from time to time by ICANN, Sponsor
shall ensure Registry Operator maintains the registration of up to 1000
domain names within the Sponsored TLD for use by ICANN and other organizations
responsible for coordination of the Internet's infrastructure.
3.10. Bulk Access to Zone Files. Sponsor shall ensure Registry Operator
provides bulk access to the zone files for the Sponsored TLD as follows:
3.10.1. to third parties – on the terms set forth in the TLD zone file
access agreement established by ICANN. The initial terms of the agreement
are set forth as Attachment 14 to this Agreement. Changes to the terms
of the TLD zone file access agreement may be made only with the mutual
written consent of ICANN and Sponsor or in the manner provided in Subsections
4.3 through 4.6.
3.10.2. to ICANN – on a continuous basis in the manner that ICANN may
from time to time specify.
3.11. Publication of Registry Data.
3.11.1. At its expense, Sponsor shall ensure Registry Operator provides
free public query-based access to up-to-date data concerning domain-name
and nameserver registrations maintained by Registry Operator in connection
with the Sponsored TLD. The data elements reported, format of responses
to queries, data update frequency, query types supported, and protocols
through which access is provided shall be as established by ICANN. The
initial specification of the data elements reported, format of responses
to queries, minimum data update frequency, query types supported, and
protocols through which access is provided are set forth in Attachment
15. Sponsor may request supplementation of the specification to include
additional data elements reported or query types supported, in which
event ICANN shall act to supplement the specification in a reasonable
manner within a reasonable time. Other changes to the specification may
be made only with the mutual written consent of ICANN and Sponsor (which
neither party shall withhold without reason) or in the manner provided
in Subsections 4.3 through 4.6.
3.11.2. To ensure operational stability of the registry, Sponsor may
allow Registry Operator to temporarily limit access under Subsection
3.11.1 in which case Sponsor shall immediately notify ICANN of the nature
of and reason for the limitation. Sponsor shall not continue the limitation
longer than a period established by ICANN if ICANN objects in writing,
which objection shall not be unreasonably made. The period shall initially
be five business days; changes to that period may be made only with the
mutual written consent of ICANN and Sponsor (which neither party shall
withhold without reason) or in the manner provided in Subsections 4.3
through 4.6. Such temporary limitations shall be applied in a non-arbitrary
manner and shall apply fairly to all ICANN-Accredited Registrars authorized
to register names in the Sponsored TLD.
3.11.3. In providing query-based public access to registration data
as required by this Subsection 3.11, Sponsor shall ensure Registry Operator
does not impose terms and conditions on use of the data provided except
as permitted by policy established by ICANN. Unless and until ICANN establishes
a different policy, Sponsor shall permit use of data it provides in response
to queries for any lawful purposes except to: (a) allow, enable, or otherwise
support the transmission by e-mail, telephone, or facsimile of mass unsolicited,
commercial advertising or solicitations to entities other than the data
recipient's own existing customers; or (b) enable high volume, automated,
electronic processes that send queries or data to the systems of Registry
Operator or any ICANN-Accredited Registrar authorized to register names
in the Sponsored TLD, except as reasonably necessary to register domain
names or modify existing registrations. Changes to that policy may be
made only in the manner provided in Subsections 4.3 through 4.6.
3.11.4. To comply with applicable statutes and regulations and for
other reasons, ICANN may from time to time establish policies in the
manner described by Subsections 4.3 through 4.6 establishing limits on
the data concerning registrations that Sponsor, through Registry Operator,
may make available to the public through a public-access service described
in this Subsection 3.11 and on the manner in which Sponsor may make them
available. In the event ICANN establishes any such policy, Sponsor shall
abide by it within the time allowed by Subsection 4.6.
3.11.5. At its expense, Sponsor shall ensure Registry Operator provides
bulk access to up-to-date data concerning domain-name and nameserver
registrations maintained by Registry Operator in connection with the
Sponsored TLD in the following two ways:
184.108.40.206 on a daily schedule, only for purposes of providing free public
query-based access to up-to-date data concerning domain-name and nameserver
registrations in multiple TLDs, to a party designated from time to time
in writing by ICANN. The content and format of this data, and the procedures
for providing access, shall be as established by ICANN. The initial content,
format, and procedures are set forth in Attachment 16. Changes to that
content and format and those procedures may be made only with the mutual
written consent of ICANN and Sponsor (which neither party shall withhold
without reason) or in the manner provided in Subsections 4.3 through
220.127.116.11 on a continuous basis, to ICANN in the manner which ICANN
may from time to time reasonably specify, only for purposes of verifying
and ensuring the operational stability of the Sponsored TLD, the DNS,
and the Internet. The content and format of this data, and the procedures
for providing access, shall be as established by ICANN. The initial content,
format, and procedures are set forth in Attachment 17. Changes to that
content and format and those procedures may be made only with the mutual
written consent of ICANN and Sponsor (which neither party shall withhold
without reason) or in the manner provided in Subsections 4.3 through
3.12. Data Escrow; Recoverability. Sponsor shall ensure Registry Operator
periodically deposits into escrow all Registry Data in an electronic
format. The escrow shall be maintained, at Sponsor's or Registry Operator's
expense, by a reputable escrow agent mutually approved by Sponsor and
ICANN, such approval also not to be unreasonably withheld by either party.
The schedule, content, format, and procedure for escrow deposits shall
be as established by ICANN from time to time. The initial schedule, content,
format, and procedure shall be as set forth in Attachment 18. Changes
to the schedule, content, format, and procedure may be made only with
the mutual written consent of ICANN and Sponsor (which neither party
shall withhold without reason) or in the manner provided in Subsections
4.3 through 4.6. The escrow shall be held under an agreement, substantially
in the form of Attachment 19, among ICANN, Sponsor, Registry Operator
and the escrow agent. In the event that, after a good-faith search by
ICANN and Registry Operator, no mutually approved escrow agent agrees
to the terms of Attachment 19, ICANN and Sponsor shall, in conjunction
with a mutually approved escrow agent, negotiate in good faith for a
substitute escrow agreement. In addition, the Sponsor shall require the
Registry Operator to agree that, in the event of business failure of
the Sponsoring Organization (including bankruptcy or insolvency, or any
other form or court-ordered dissolution or liquidation), the rights of
the Sponsor under the agreement(s) with the Registry Operator will be
assignable at ICANN’s request to ICANN or ICANN’s designee for a period
of at least one year.
3.13. Handling of Personal Data. Sponsor shall ensure that Registered
Name Holders are notified of the purposes for which Personal Data submitted
by Registered Name Holders is collected, the intended uses and categories
of recipients of such Personal Data, and the mechanism for access to
and correction of such Personal Data. Sponsor shall take and shall ensure
Registry Operator takes reasonable steps to protect Personal Data from
loss, misuse, unauthorized disclosure, alteration or destruction. Sponsor
shall not and shall ensure Registry Operator does not use or authorize
the use of Personal Data in a way that is incompatible with the notice
provided to Registered Name Holders.
3.14. Rights in Data. Neither Sponsor nor Registry Operator shall be
entitled to claim any exclusive rights in data supplied to Sponsor or
Registry Operator by or through any ICANN-Accredited Registrars authorized
to register names in the Sponsored TLD, provided that Sponsor may claim
the right to use such data for its purposes. In the event that Registry
Data is released from escrow under Subsection 3.12, the released data
shall automatically be transferred pursuant to an irrevocable, non-exclusive,
world-wide, royalty-free, paid-up license from Sponsor and Registry Operator
to ICANN or to a party designated in writing by ICANN.
3.15. Registry-Level Financial Support of ICANN. During the Term of
this Agreement, Sponsor shall pay to ICANN the following fees:
3.15.1. Fixed Registry-Level Fee. Sponsor shall pay ICANN the quarterly
Fixed Registry-Level Fee for the Sponsored TLD in an amount established
by the ICANN Board of Directors, in conformity with the ICANN bylaws
and articles of incorporation, not to exceed the Fixed Registry-Level
Fee Cap described in Subsection 3.15.4.
3.15.2. Variable Registry-Level Fee. Sponsor shall pay ICANN a quarterly
Variable Registry-Level Fee in an amount calculated according to a formula
and method established from time to time by the ICANN Board of Directors,
in conformity with the ICANN bylaws and articles of incorporation. The
formula and method shall allocate the total variable fee among all TLDs
sponsored or operated under a sponsorship or registry agreement with
ICANN (whether the fee is collected at the registry or registrar level)
based on the relative size of the registries for those TLDs. It shall
be permissible for the formula and method so established to do any of
the following: (a) to measure the size of a TLD's registry, at least
once per year where feasible, by the number of names under administration
within the TLD by the registry's operator, (b) to deem the number of
domain names under administration within the Sponsored TLD to be the
number of Registered Names, and (c) to provide for a deduction in computing
a sponsor's or operator's Variable Registry-Level Fee of some or all
of that sponsor's or registry operator's Fixed Registry-Level Fee. It
shall also be permissible for the formula and method to consider accreditation
fees collected from registrars as a credit applied to the Variable Registry-Level
Fee for the TLD to which the fees pertain. Groups of registries for two
or more TLDs may, with the agreement of their sponsors or operators and
ICANN, agree to allocate the variable fee collected from them in a manner
not based on the relative size of the registries within the group, provided
that the combined variable fees collected for all the TLDs within the
group is based on the combined size of the registries in the group.
3.15.3. Payments Must be Timely. Sponsor shall pay the quarterly Fixed
and Variable Registry-Level Fees within thirty days after the date of
ICANN's invoice for those fees. These payments shall be made in a timely
manner throughout the Term of this Agreement and notwithstanding the
pendency of any dispute between Sponsor and ICANN. Sponsor shall pay
interest on payments not timely made at the rate of 1% per month or,
if less, the maximum rate permitted by California law.
3.15.4. Fee Caps. The Fixed Registry-Level Fee Cap shall be US $66,125
per year until and including 30 June 2004; shall automatically increase
by 15% on July 1 of each year beginning in 2004; and may be increased
by a greater amount in the manner provided by Subsection 4.3. The sum
of the Fixed Registry-Level Fees and the Variable Registry-Level Fees
due to be paid in any year ending on any 30 June during or within one
year after the Term of this Agreement by all TLD sponsors and registry
operators having sponsorship or registry agreements with ICANN shall
not exceed the Total Registry-Level Fee Cap described in the following
sentence. The Total Registry-Level Fee Cap shall be US $7,273,750 for
the fiscal year ending 30 June 2004; shall increase by 15% each fiscal
year thereafter; and may be increased by a greater amount in the manner
provided by Subsection 4.4.
3.16. Sponsor's Ongoing Obligation to Comply With New or
Revised ICANN Specifications and Policies. In addition to its other obligations under
this Agreement, Sponsor shall comply and shall cause Registry Operator
to comply, on a schedule consistent with Subsection 4.5, with new or
revised specifications and policies established by ICANN on the topics
described in Subsection 4.3, provided those specifications and policies
are established in the manner described in Subsection 4.4.
3.17. Reports Provided to ICANN. Sponsor shall provide the following
periodic written reports to ICANN regarding the following:
3.17.1 Monthly Reports on Registry Operations. For each month during
the Term of this Agreement, Sponsor shall provide ICANN a written report,
giving information specified by ICANN, on operation of the registry during
the month. For months ending with fewer than 100,000 Registered Names,
the report shall be provided to ICANN no later than twenty days after
the end of the calendar quarter. For months ending with 100,000 Registered
Names or more, the report shall be provided to ICANN no later than twenty
days after the end of the month. The initial specification of information
in the reports is set forth in Attachment 20. Changes to that specification
may be made only with the mutual written consent of ICANN and Sponsor
(which neither party shall withhold without reason) or in the manner
provided in Subsections 4.3 through 4.6.
3.17.2 Data Related to Proof of Concept. Sponsor shall, for the purpose
of providing data concerning concepts to be proven by establishment of
the Sponsored TLD, provide reports concerning the Sponsored TLD's operation
on a schedule and with content specified in Attachment 21.
4. PROCEDURES FOR ESTABLISHMENT OR REVISION
OF SPECIFICATIONS AND POLICIES.
4.1. General Obligations of ICANN. With respect to all matters that
affect the rights, obligations, or role of Sponsor, ICANN shall:
4.1.1. exercise its responsibilities in an open and transparent manner;
4.1.2. not unreasonably restrain competition and, to the extent feasible,
promote and encourage robust competition;
4.1.3. not apply standards, policies, procedures or practices arbitrarily,
unjustifiably, or inequitably and not single out Sponsor for disparate
treatment unless justified by substantial and reasonable cause; and
4.1.4. ensure, through its reconsideration and independent review policies,
adequate appeal procedures for Sponsor, to the extent it is adversely
affected by ICANN standards, policies, procedures or practices.
4.2. General Obligations of Sponsor. During the Term of this Agreement,
Sponsor shall, in developing or enforcing standards, policies, procedures,
or practices within the scope of its delegated authority with respect
to the Sponsored TLD:
4.2.1. publish such standards, policies, procedures, and practices
so they are available to members of the Sponsored TLD Community;
4.2.2. conduct its policy-development activities in manner that reasonably
provides opportunities for members of the Sponsored TLD Community to
discuss and participate in the development of such standards, policies,
procedures, or practices;
4.2.3. maintain the representativeness of its policy-development and
implementation process by establishing procedures that facilitate participation
by a broad cross-section of the Sponsored TLD Community;
4.2.4. ensure, through published procedures, adequate opportunities
for members of the Sponsored TLD Community to submit their views on and
objections to the establishment or revision of standards, policies, procedures,
and practices or the manner in which standards, policies, procedures,
and practices are enforced;
4.2.5. ensure that any revenues received by Sponsor or any affiliated
entity directly or indirectly from the provision of Registry Services
are used solely for the benefit of the Sponsored TLD Community; and
4.2.6. ensure that any contract with a Registry Operator precludes
any control by that Registry Operator over the policy-development process
of the Sponsored TLD.
4.3. Topics for New and Revised ICANN Specifications and
ICANN may establish new and revised specifications and policies applicable
to the Sponsored TLD, according to the procedure stated in Subsection
4.4, on the following topics:
4.3.1. issues for which uniform or coordinated resolution is reasonably
necessary to facilitate interoperability, technical reliability, and/or
operational stability of Registry Services, the DNS, or the Internet;
4.3.2. safety and integrity of the Registry Database;
4.3.3. procedures to avoid disruptions of registration due to suspension
or termination of operations by a sponsor, registry operator, or a registrar,
including procedures for allocation of responsibility for serving Registered
Names affected by such a suspension or termination;
4.3.4. maintenance of and access to accurate and up-to-date contact
information for Registered Name Holders and Registered Names;
4.3.5. registry policies reasonably necessary to implement Consensus
Policies relating to registrars;
4.3.6. except to the extent policy-development responsibility is delegated
to Sponsor by Attachment 2, the following topics:
18.104.22.168 resolution of disputes regarding whether the particular parties
may register or maintain registration of particular domain names;
22.214.171.124 principles for allocation of Registered Names (e.g., landrush
procedures, timely renewal requirements, holding period after expiration);
126.96.36.199 prohibitions on warehousing of or speculation in domain names
by registries or registrars; and
188.8.131.52 functional and performance specifications for the provision
of Registry Services;
4.3.7. reservation of Registered Names that may not be registered initially
or that may not be renewed due to reasons reasonably related to (a) avoidance
of confusion among or misleading of users, (b) intellectual property,
or (c) the technical management of the DNS or the Internet (e.g., establishment
of reservations of names from registration); and
4.3.8. other matters as to which ICANN is authorized to develop new
or revised specifications or policies by other provisions of this Agreement.
4.4. Manner of ICANN's Establishment of New and Revised Specifications
4.4.1. "Consensus Policies" are those specifications
or policies established based on a consensus among Internet stakeholders
in the ICANN process, as demonstrated by (a) action of the ICANN
of Directors establishing the specification or policy, (b) a recommendation,
adopted by at least a two-thirds vote of the council of the ICANN
Supporting Organization to which the matter is delegated, that the
or policy should be established, and (c) a written report and supporting
materials (which must include all substantive submissions to the
Supporting Organization relating to the proposal) that (i) documents
of agreement and disagreement among impacted groups, (ii) documents
the outreach process used to seek to achieve adequate representation
views of groups that are likely to be impacted, and (iii) documents
the nature and intensity of reasoned support and opposition to the
4.4.2. In the event that Sponsor disputes the presence of such a consensus,
it shall seek review of that issue from an Independent Review Panel established
under ICANN's bylaws. Such review must be sought within fifteen working
days of the publication of the Board's action establishing the policy.
The decision of the panel shall be based on the report and supporting
materials required by Subsection 4.4.1. In the event that Sponsor seeks
review and the Independent Review Panel sustains the Board's determination
that the policy is based on a consensus among Internet stakeholders represented
in the ICANN process, then Sponsor must implement such policy unless
it promptly seeks and obtains a stay or injunctive relief under Subsection
4.4.3. If, following a decision by the Independent Review Panel convened
under Subsection 4.4.2, Sponsor still disputes the presence of such a
consensus, it may seek further review of that issue within fifteen working
days of publication of the decision in accordance with the dispute resolution
procedures set forth in Subsection 5.9; provided, however, that Sponsor
must continue to implement the policy unless it has obtained a stay or
injunctive relief under Subsection 5.9 or a final decision is rendered
in accordance with the provisions of Subsection 5.9 that relieves Sponsor
of such obligation. The decision in any such further review shall be
based on the report and supporting materials required by Subsection 4.4.1.
4.4.4. A specification or policy established by the ICANN Board
of Directors on a temporary basis, without a prior recommendation
council of an ICANN Supporting Organization, shall also be considered
to be a Consensus Policy if adopted by the ICANN Board of Directors
by a vote of at least two-thirds of its members, so long as the Board
determines that immediate temporary establishment of a specification
or policy on the subject is necessary to maintain the operational
stability of Registry Services, the DNS, or the Internet, and that
specification or policy is as narrowly tailored as feasible to achieve
those objectives. In establishing any specification or policy under
this provision, the ICANN Board of Directors shall state the period
for which the specification or policy is temporarily adopted and
shall immediately refer the matter to the appropriate Supporting
for its evaluation and review with a detailed explanation of its
reasons for establishing the temporary specification or policy and
Board believes the policy should receive the consensus support of
Internet stakeholders. If the period of time for which the specification
is adopted exceeds ninety days, the Board shall reaffirm its temporary
establishment every ninety days for a total period not to exceed
one year, in order to maintain such specification or policy in effect
such time as it meets the standard set forth in Subsection 4.4.1.
If the standard set forth in Subsection 4.4.1 is not met within the
period set by the Board, or the council of the Supporting Organization
to which it has been referred votes to reject the temporary specification
or policy, it will no longer be a "Consensus Policy."
4.4.5. For all purposes under this Agreement, the policies identified
in Attachment 22 shall be treated in the same manner and have the
same effect as "Consensus Policies."
4.4.6. In the event that, at the time the ICANN Board adopts a specification
or policy under Subsection 4.4.1 during the Term of this Agreement, ICANN
does not have in place an Independent Review Panel established under
ICANN's bylaws, the fifteen-working-day period allowed under Subsection
4.4.2 to seek review shall be extended until fifteen working days after
ICANN does have such an Independent Review Panel in place and Sponsor
shall not be obligated to comply ICANN with the specification or policy
in the interim.
4.5 Time Allowed for Compliance with Newly Established ICANN
Specifications and Policies. Sponsor shall be afforded a reasonable period of time,
(not to exceed four months unless the nature of the specification or
policy established under Subsections 4.3 and 4.4 reasonably requires,
as agreed to by ICANN and Sponsor, a longer period), after receiving
notice of the establishment of a specification or policy under Subsections
4.3 and 4.4 in which to comply with that specification or policy, taking
into account any urgency involved
4.6 Indemnification of Sponsor. ICANN shall indemnify, defend, and
hold harmless Sponsor (including its directors, officers, employees,
and agents) from and against any and all claims, damages, liabilities,
costs, and expenses, including reasonable legal fees and expenses, arising
solely from Sponsor's compliance as required by this Agreement with an
ICANN specification or policy (including, without limitation, a Consensus
Policy) established after the Effective Date; except that Sponsor shall
not be indemnified or held harmless hereunder to the extent that the
claims, damages or liabilities arise from the particular manner in which
Sponsor has chosen to comply with the specification or policy, where
it was possible for Sponsor to comply in a manner by which the claims,
damages, or liabilities would not arise.
5. MISCELLANEOUS PROVISIONS.
5.1. Expiration of this Agreement.
5.1.1. The Expiration Date shall be five years after the Effective
5.1.2. Sponsor acknowledges and agrees that, unless ICANN and Sponsor
enter a new agreement continuing Sponsor's status as Sponsor of the Registry
TLD, Sponsor will cease to be the Sponsor for the Sponsored TLD upon
the earlier of (a) the Expiration Date or (b) termination of this Agreement
by ICANN pursuant to Subsection 5.4.
5.1.3. Upon conclusion of its status as Sponsor for the Sponsored TLD,
Sponsor shall make (and shall require Registry Operator to make) all
commercially reasonable efforts to cooperate with ICANN, and with any
party designated by ICANN to succeed Sponsor, to facilitate prompt and
smooth transition of the sponsorship and operation of the Sponsored TLD.
5.1.4. Sponsor acknowledges and agrees that, except as expressly provided
by this Agreement, it shall not acquire any right in the Sponsored TLD
by virtue of its Sponsorship of the Sponsored TLD or the provision of
Registry Services in the Sponsored TLD.
5.2. Procedure for Subsequent Agreement.
5.2.1. Sponsor may, no earlier than eighteen and no later than
twelve months prior to the Expiration Date, submit a written proposal
for the continuation of its sponsorship of the Sponsored TLD for
an additional term of five years (the "Renewal Proposal").
The Renewal Proposal shall contain a report of the Sponsor's sponsorship
of the Sponsored
TLD and include a description of its effectiveness in meeting the
of the Sponsored TLD Community, proposed additions to or deletions
from (a) the Charter and (b) the delegation of policy-development
responsibility from ICANN to sponsor, and a certification that the
Sponsor has complied
with all material terms of this Agreement or, where that is not the
a description of any failure to comply. During a period of at least
thirty days after receiving the Renewal Proposal, ICANN shall post
Proposal for public comment.
5.2.2. If ICANN does not receive, within forty-five days after the
Renewal Proposal is posted under Subsection 5.2.1, any objection(s) to
renewal deemed by ICANN to raise a substantial question about whether
the Sponsor's continued sponsorship would be in the best interest of
the Sponsored TLD Community and the global Internet community, ICANN
shall offer to enter into a new TLD Sponsorship Agreement with Sponsor
on the terms described by Subsection 5.2.5.
5.2.3. If ICANN receives, within the forty-five day period described
in Subsection 5.2.2, one or more objection(s) to renewal deemed by ICANN
to raise a substantial question about whether the Sponsor's continued
sponsorship would be in the best interest of the Sponsored TLD Community
and the global Internet community, ICANN shall commence a staff evaluation
of whether (and, if so, on what terms) a continuation of Sponsor's sponsorship
of the Sponsored TLD is in the best interest of the Sponsored TLD Community
and the global Internet community. The evaluation shall include consideration
of whether the Sponsor continues to be representative of the Sponsored
TLD Community, whether a different Sponsor would be more representative,
the presence or absence of material breaches of this Agreement by Sponsor,
and other information that is relevant to the determination of whether
the Sponsor's continued sponsorship would be in the best interest of
the Sponsored TLD Community and the global Internet community.
5.2.4. A report of the staff evaluation shall be posted and the public
and the Sponsor shall be afforded at least thirty days to comment. After
the completion of that comment period, the ICANN Board shall evaluate
Sponsor's sponsorship of the Sponsored TLD. The ICANN Board shall consider,
among other things, the Renewal Proposal, the staff evaluation, and public
comments. ICANN shall offer to enter into a new TLD Sponsorship Agreement
with Sponsor on the terms described by Subsection 5.2.5 unless the ICANN
Board determines, by a two-thirds vote of those voting, that continuation
of Sponsor's sponsorship of the Sponsored TLD is not in the interest
of the the Sponsored TLD Community and the global Internet community.
5.2.5. The terms of any extension of this Agreement shall be substantially
consistent with the terms of agreements between ICANN and sponsors of
other Sponsored TLDs then in effect.
5.2.6. In the event that a person or entity other than the Sponsor
is selected as the successor sponsor for the Sponsored TLD upon the expiration
of this Agreement, ICANN shall require the successor sponsor to pay to
Sponsor within sixty (60) days after the Expiration Date the actual cost
the Sponsor can evidence in reasonably adjusting to the change of sponsorship,
such as payment of early termination fees for any contracts, leases,
loans, or other obligations and severance pay for employees, but in no
event shall the amount be less than US $200,000. This liquidated amount
reflects a reasonable estimate of those costs which would likely be difficult
to assess definitively at the time of change in sponsorship.
5.3. Condition to Performance. In the event that ICANN is unable, through
use of commercially reasonable efforts, to have the Sponsored TLD delegated
within the Authoritative Root-Server System to nameservers designated
by Sponsor within six months after the Effective Date, then this Agreement
shall be automatically terminated without liability of either party to
the other party and neither party shall have any further obligation hereunder.
Thirty days in advance of such an automatic termination, either party
may propose an extension of the time in which delegation must occur,
and in that event the other party shall consult in good faith (but without
obligation to agree) concerning the proposal. No extension of the time
in which delegation must occur shall be effective unless embodied in
a written amendment signed by authorized agents of both parties to this
5.4. Termination by ICANN. This Agreement may be terminated before
its expiration by ICANN in any of the following circumstances:
5.4.1. There was a material misrepresentation, material inaccuracy,
or materially misleading statement, made with knowledge of its falsity,
inaccuracy, or misleading nature or without reasonable cause to believe
it was true, accurate, and not misleading, of then existing fact or of
Sponsor's then-existing intention in its application for the Sponsored
TLD or any written material provided to or disclosed to ICANN by the
Sponsor in connection with the application. The foregoing shall not apply
to projections or forward-looking statements (other than statements,
not made in good faith, about Sponsor's then-existing intentions) in
the application or materials.
184.108.40.206 is convicted by a court of competent jurisdiction of a felony
or other serious offense related to financial activities, or is the subject
of a determination by a court of competent jurisdiction that ICANN reasonably
deems as the substantive equivalent of any of those offenses; or
220.127.116.11 is disciplined by the government of its domicile for conduct
involving dishonesty or misuse of funds of others.
5.4.3. Any officer or director of Sponsor with responsibility for the
Sponsored TLD is convicted of a felony or of a misdemeanor related to
financial activities, or is judged by a court to have committed fraud
or breach of fiduciary duty, or is the subject of a judicial determination
that ICANN deems as the substantive equivalent of any of these, and such
officer or director is not immediately removed in such circumstances.
5.4.4. Sponsor fails to cure any material breach of this Agreement
(other than a failure to comply with a Consensus Policy adopted by ICANN
during the Term of this Agreement as to which Sponsor has obtained a
stay under Subsection 5.9) within fifteen business days (or such longer
reasonable period as may be necessary using best efforts to cure such
breach) after ICANN gives Sponsor written notice of the breach.
5.4.5. Sponsor's action or failure to act has been determined by arbitration
under Subsection 5.9 to be in material violation of this Agreement and
Sponsor continues to act or fails to act in the manner that was determined
to materially violate this Agreement for a period stated in the arbitration
decision, or if no period is stated, fifteen business days.
5.4.6. Sponsor acts or continues acting in a manner that ICANN has
reasonably determined endangers the stability or operational integrity
of Registry Services, the DNS, or the Internet after receiving three
days notice of that determination.
5.4.7. Sponsor becomes bankrupt or insolvent.
This Agreement may be terminated in the circumstances described in
Subsections 5.4.1 through 5.4.6 above only upon thirty calendar days
written notice to Sponsor (in the case of the circumstances described
in Subsections 5.4.4, 5.4.5, and 5.4.6 occurring after Sponsor's failure
to cure), with Sponsor being given an opportunity during that time to
initiate arbitration under Subsection 5.9 to determine the appropriateness
of termination under this Agreement. In the event Sponsor initiates arbitration
concerning the appropriateness of termination by ICANN, Sponsor may at
the same time request that the arbitration panel stay the termination
until the arbitration decision is rendered, and that request shall have
the effect of staying the requirement until the decision or until the
arbitration panel has granted an ICANN request for lifting the stay.
In the circumstances described in Subsection 5.4.6, ICANN may suspend
this Agreement for five calendar days pending ICANN's application for
a more extended stay or injunctive relief under Subsection 5.9 and may
terminate this Agreement immediately in the event Sponsor fails to comply
with any resulting injunction order. This Agreement may be terminated
immediately upon notice to Sponsor in the circumstance described in Subsection
5.5. Representations and Warranties of Sponsor. Sponsor represents
and warrants to ICANN that:
5.5.1. it is a [insert Sponsor's type of organization] duly organized,
validly existing, and in good standing under the laws of [insert jurisdiction];
5.5.2. it has all requisite organizational power and authority to execute,
deliver and perform its obligations under this Agreement;
5.5.3. the execution, performance and delivery of this Agreement has
been duly authorized by Sponsor; and
5.5.4. subject to Subsection 5.3, no further approval, authorization
or consent of any governmental or regulatory authority is required to
be obtained or made by Sponsor in order for it to enter into and perform
its obligations under this Agreement.
5.6. Additional Covenants of Sponsor. Throughout the Term of the Agreement,
Sponsor shall comply, in all material respects, with the covenants contained
in Attachment 23.
5.7. Indemnification of ICANN. Sponsor shall indemnify, defend, and
hold harmless ICANN (including its directors, officers, employees, and
agents) from and against any and all claims, damages, liabilities, costs
and expenses, including reasonable legal fees and expenses, arising out
of or relating to: (a) the selection of Sponsor to sponsor the Registry
TLD; (b) Sponsor's selection of Registry Operator; (c) the entry of this
Agreement; (d) establishment, operation, or sponsorship of the Sponsored
TLD; (e) Registry Services; (f) collection or handling of Personal Data
by Sponsor or Registry Operator; (g) any dispute concerning registration
of a domain name within the domain of the Sponsored TLD; and (h) duties
and obligations of Sponsor in operating the Sponsored TLD; provided that,
with respect to items (b) through (h) only, Sponsor shall not be obligated
to indemnify, defend, or hold harmless ICANN to the extent of ICANN's
indemnification of Sponsor under Subsection 4.6 and provided further
that, with respect to item (h) only, Sponsor shall not be obligated to
indemnify, defend, or hold harmless ICANN to the extent the claim, damage,
liability, cost, or expense arose due to a breach by ICANN of any obligation
contained in this Agreement. For the avoidance of doubt, nothing in this
Subsection 5.7 shall be deemed to require Sponsor to reimburse or otherwise
indemnify ICANN for the costs associated with the negotiation or execution
of this Agreement, or with the monitoring or management of the parties'
respective obligations under this Agreement.
5.8. Indemnification Procedures. If any third-party claim is commenced
that is indemnified under Subsections 4.6 or 5.7, notice thereof
shall be given to the indemnifying party as promptly as practicable.
such notice, the indemnifying party acknowledges its obligation to
indemnify with respect to such claim, then the indemnifying party shall
if it so elects, in a notice promptly delivered to the indemnified
party, to immediately take control of the defense and investigation
claim and to employ and engage attorneys reasonably acceptable to
the indemnified party to handle and defend the same, at the indemnifying
party's sole cost and expense, provided that in all events ICANN
be entitled to control at its sole cost and expense the litigation
of issues concerning the validity or interpretation of ICANN policies
conduct. The indemnified party shall cooperate, at the cost of the
indemnifying party, in all reasonable respects with the indemnifying
party and its
attorneys in the investigation, trial, and defense of such claim
and any appeal arising therefrom; provided, however, that the indemnified
party may, at its own cost and expense, participate, through its
or otherwise, in such investigation, trial and defense of such claim
and any appeal arising therefrom. No settlement of a claim that involves
a remedy affecting the indemnifying party other than the payment
of money in an amount that is indemnified shall be entered into without
of the indemnified party. If the indemnifying party does not assume
full control over the defense of a claim subject to such defense in
with this Subsection, the indemnifying party may participate in such
defense, at its sole cost and expense, and the indemnified party
shall have the right to defend the claim in such manner as it may deem
appropriate, at the cost and expense of the indemnifying party.
5.9. Resolution of Disputes Under This Agreement. Disputes arising
under or in connection with this Agreement, including requests for
specific performance, shall be resolved through binding arbitration
as provided in this Subsection 5.9 pursuant to the rules of the International
Court of Arbitration of the International Chamber of Commerce ("ICC").
The arbitration shall be conducted in the English language and shall
occur in Los Angeles County, California, USA. There shall be three
arbitrators: each party shall choose one arbitrator and, if the two
not able to agree on a third arbitrator, the third shall be chosen
by the ICC. The parties shall bear the costs of the arbitration in
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
may not reallocate the attorneys' fees in conjunction with their award.
The arbitrators shall render their decision within ninety days of the
initiation of arbitration. In all litigation involving ICANN concerning
this Agreement (as provided in the remainder of this Subsection), jurisdiction
and exclusive venue for such litigation shall be in a court located
in Los Angeles, California, USA; however, the parties shall also have
right to enforce a judgment of such a court in any court of competent
jurisdiction. 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 a temporary stay or injunctive
relief from the arbitration panel or a court located in Los Angeles,
USA, which shall not be a waiver of this arbitration agreement.
5.10. Limitation of Liability. ICANN's aggregate monetary liability
for violations of this Agreement shall not exceed the amount of Fixed
Sponsor-Level Fees or Variable Registry-Level Fees paid by Sponsor to
ICANN within the preceding twelve-month period under Subsection 3.15.
Sponsor's aggregate monetary liability for violations of this Agreement
shall be limited to fees due to ICANN under this Agreement. In no event
shall either party be liable for special, indirect, incidental, punitive,
exemplary, or consequential damages arising out of or in connection with
this Agreement or the performance or nonperformance of obligations undertaken
in this Agreement.
5.11. Assignment. Any assignment of this Agreement shall be effective
only upon written agreement by the assignee with the other party to assume
the assigning party's obligations under this Agreement. Moreover, neither
party may assign this Agreement without the prior written approval of
the other party. Notwithstanding the foregoing, a party may assign this
Agreement by giving written notice to the other party in the following
circumstances: (a) Sponsor may assign this Agreement if such assignment
is approved in advance by ICANN pursuant to its procedures, and (b) ICANN
may assign this Agreement (i) in conjunction with a reorganization or
reincorporation of ICANN, to another non-profit corporation organized
for the same or substantially the same purposes as ICANN, or (ii) as
required by Article IV, Section 5 of Amendment 3 (dated 25 May 2001)
amending Section 5 of Amendment 1 (dated 10 November 1999) to the 25
November 1998 Memorandum of Understanding between ICANN and the United
States Department of Commerce.
5.12. Force Majeure. Neither party shall be liable to the other for
any loss or damage resulting from any cause beyond its reasonable control
(a "Force Majeure Event") including, but not limited to,
insurrection or civil disorder, war or military operations, acts of
or local emergency, acts or omissions of government or other competent
authority, compliance with any statutory obligation or executive order,
industrial disputes of any kind (whether or not involving either party's
employees), fire, lightning, explosion, flood subsidence, weather of
exceptional severity, and acts or omissions of persons for whom neither
party is responsible. Upon occurrence of a Force Majeure Event and
to the extent such occurrence interferes with either party's performance
of this Agreement, such party shall be excused from performance of
obligations (other than payment obligations) during the first six months
of such interference, provided that such party uses its best efforts
to avoid or remove such causes of nonperformance as soon as possible.
5.13. No Third-Party Beneficiaries. This Agreement shall not be construed
to create any obligation or convey any right by either ICANN or Sponsor
to any non-party to this Agreement, including any registry operator,
registrar or Registered Name Holder.
5.14. Notices, Designations, and Specifications. All notices (including
determinations, designations, and specifications) 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 an internationally
recognized courier service. Designations and specifications by ICANN
under this Agreement shall be effective when written notice of them is
deemed given to Sponsor.
If to ICANN, addressed to:
Internet Corporation for Assigned Names
4676 Admiralty Way, Suite 330
Marina Del Rey, California
Telephone: +1 310 823-9358
Facsimile: +1 310 823-8649
If to Sponsor, addressed to:
[Insert Sponsor's name]
5.15. 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.
5.16. Language. All notices, designations, determinations, and specifications
made under this Agreement shall be in the English language.
5.17. Amendments and Waivers. No amendment, supplement, or modification
of this Agreement or any provision hereof shall be binding unless executed
in writing by both 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.
5.18. Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.
5.19. Entire Agreement. This Agreement (including its Attachments,
which form a part of it) constitutes the entire agreement of the parties
hereto pertaining to the operation of the Sponsored TLD and supersedes
all prior agreements, understandings, negotiations and discussions, whether
oral or written, between the parties on that subject. In the event of
a conflict between the provisions in the body of this Agreement (Section
1 to Subsection 5.19) and any provision in its Attachments, the provisions
in the body of the Agreement shall control.
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
President and CEO
[Insert Sponsor's name]
the layout, construction and functionality of this site
should be sent to firstname.lastname@example.org.
©2003 The Internet Corporation for Assigned
Names and Numbers. All rights reserved.