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Tentative Agreements among ICANN, the U.S. Department
of Commerce, and Network Solutions, Inc.
(Posted September 28, 1999)
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[Note: ICANN has posted the following
document for public review and comment. To submit comments, click
here.]
REGISTRY AGREEMENT
This REGISTRY AGREEMENT ("Agreement")
is by and between the Internet Corporation for Assigned Names
and Numbers, a not-for-profit corporation, and Network Solutions,
Inc., a Delaware corporation.
Definitions
For purposes of this Agreement, the following
definitions shall apply:
1. A "Consensus Policy" is one
adopted by ICANN as follows:
(a) "Consensus Policies" are
those adopted based on a consensus among Internet stakeholders
represented in the ICANN process, as demonstrated by (1) the
adoption of the policy by the ICANN Board of Directors, (2) a
recommendation that the policy should be adopted by at least
a two-thirds vote of the council of the ICANN Supporting Organization
to which the matter is delegated, and (3) a written report and
supporting materials (which must include all substantive submissions
to the Supporting Organization relating to the proposal) that
(i) documents the extent of agreement and disagreement among
impacted groups, (ii) documents the outreach process used to
seek to achieve adequate representation of the views of groups
that are likely to be impacted, and (iii) documents the nature
and intensity of reasoned support and opposition to the proposed
policy.
(b) In the event that NSI 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 adopting the policy. The decision
of the panel shall be based on the report and supporting materials
required by subsection (a) above. In the event that NSI seeks
review and the Panel sustains the Board's determination that
the policy is based on a consensus among Internet stakeholders
represented in the ICANN process, then NSI must implement such
policy unless it promptly seeks and obtains injunctive relief
under Section 13 below.
(c) If, following a decision by the Independent
Review Panel convened under subsection (b) above, NSI 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 Section 13 below; provided, however, that NSI must
continue to implement the policy unless it has obtained injunctive
relief under Section 13 below or a final decision is rendered
in accordance with the provisions of Section 13 that relieves
NSI of such obligation. The decision in any such further review
shall be based on the report and supporting materials required
by subsection (a) above.
(d) A policy adopted by the ICANN Board
of Directors on a temporary basis, without a prior recommendation
by the 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,
and if immediate temporary adoption of a policy on the subject
is necessary to maintain the stability of the Internet or the
operation of the domain name system, and if the proposed policy
is as narrowly tailored as feasible to achieve those objectives.
In adopting any policy under this provision, the ICANN Board
of Directors shall state the period of time for which the policy
is temporarily adopted and shall immediately refer the matter
to the appropriate Supporting Organization for its evaluation
and review with a detailed explanation of its reasons for adopting
the temporary policy and why the Board believes the policy should
receive the consensus support of Internet stakeholders. If the
period of time for which the policy is adopted exceeds 45 days,
the Board shall reaffirm its temporary adoption every 45 days
for a total period not to exceed 180 days, in order to maintain
such policy in effect until such time as it meets the standard
set forth in subsection (a) above. If the standard set forth
in subsection (a) above is not met within the temporary period
set by the Board, or the council of the Supporting Organization
to which it has been referred votes to reject the temporary policy,
it will no longer be a "Consensus Policy."
(e) For all purposes under this Agreement,
the policies identified in Appendix
A adopted by the ICANN Board of
Directors before the effective date of this Agreement shall be
treated in the same manner and have the same effect as "Consensus
Policies."
(f) In the event that, at the time the
ICANN Board adopts a policy under subsection (a) above 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 (b) above to seek review
shall be extended until fifteen working days after ICANN does
have such an Independent Review Panel in place and NSI shall
not be obligated to comply with the policy in the interim.
2. The "Effective Date" is the
date on which the Agreement is signed by ICANN and NSI.
3. The "Expiration Date" is the
date specified in Section 23 below.
4. "gTLDs" means the .com, .net,
and .org TLDs, and any new gTLDs established by ICANN.
5. "ICANN" refers to the Internet
Corporation for Assigned Names and Numbers, a party to this Agreement.
6. "NSI" refers to Network Solutions,
Inc., in its capacity as a domain name registry for the Registry
TLDs, a party to this Agreement.
7. "Personal Data" refers to
data about any identified or identifiable natural person.
8. "Registry Data" means all
data maintained in electronic form in the registry database,
and shall include Zone File Data, all data submitted by registrars
in electronic form, and all other data concerning particular
registrations or nameservers maintained in electronic form in
the registry database.
9. "Registry Services" means
operation of the registry for the Registry TLDs and shall include
receipt of data concerning registrations and nameservers from
registrars, provision of status information to registrars, operation
of the registry TLD zone servers, and dissemination of TLD zone
files.
10. "Registry TLDs" refers to
the .com, .net, and .org TLDs.
11. "SLD" refers to a second-level
domain in the Internet domain name system.
12. "Term of this Agreement"
begins on the Effective Date and runs through the earliest of
(a) the Expiration Date, (b) termination of this Agreement
under Section 14 or Section 16(c), or (c) termination of
this Agreement pursuant to withdrawal of the Department of Commerce’s
recognition of ICANN under Section 24.
13. "TLD" refers to a top-level
domain in the Internet domain name system.
14. "Zone File Data" means all
data contained in domain name system zone files for the Registry
TLDs as provided to TLD nameservers on the Internet.
Agreements
NSI and ICANN agree as follows:
1. Designation of Registry. ICANN
acknowledges and agrees that NSI is and will remain the registry
for the Registry TLD(s) throughout the Term of this Agreement.
2. Recognition in Authoritative Root
Server System. In the event and to the extent that ICANN
is authorized to set policy with regard to an authoritative root
server system, it will ensure that (A) the authoritative
root will point to the TLD zone servers designated by NSI for
the Registry TLDs throughout the Term of this Agreement and (B) any
changes to TLD zone server designation submitted to ICANN by
NSI will be implemented by ICANN within five business days of
submission. In the event that this Agreement is terminated (A)
under Section 14 or 16(C) by NSI or (B) under Section 24
due to the withdrawal of recognition of ICANN by the United States
Department of Commerce, ICANN’s obligations concerning TLD
zone server designations for the .com, .net, and .org TLDs in
the authoritative root server system shall be as stated in a
separate agreement between ICANN and the Department of Commerce.
3. General Obligations of NSI.
(A) During the Term of this Agreement:
(i) NSI agrees that it will operate the
registry for the Registry TLDs in accordance with this Agreement;
(ii) NSI shall comply, in its operation
of the registry, with all Consensus Policies insofar as they:
(a) are adopted by ICANN in compliance
with Section 4 below,
(b) relate to one or more of the following:
(1) issues for which uniform or coordinated resolution is reasonably
necessary to facilitate interoperability, technical reliability
and/or stable operation of the Internet or domain-name system,
(2) registry policies reasonably necessary to implement Consensus
Policies relating to registrars, or (3) resolution of disputes
regarding the registration of domain names (as opposed to the
use of such domain names), and
(c) do not unreasonably restrain competition.
(B) NSI acknowledges and agrees that upon
the earlier of (i) the Expiration Date or (ii) termination of
this Agreement by ICANN pursuant to Section 14, it will
cease to be the registry for the Registry TLDs, unless prior
to the end of the term of this Agreement NSI is chosen as the
Successor Registry in accordance with the provisions of this
Agreement.
(C) To the extent that Consensus Policies
are adopted in conformance with Section 4 of this Agreement,
the measures permissible under Section 3(A)(ii)(b) shall
include, without limitation:
(i) principles for allocation of SLD names
(e.g., first-come/first-served, timely renewal, holding period
after expiration);
(ii) prohibitions on warehousing of
or speculation in domain names by registries or registrars;
(iii) reservation of SLD 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., "example.com"
and single-letter/digit names); and
(iv) the allocation among continuing registrars
of the SLD names sponsored in the registry by a registrar losing
accreditation.
Nothing in this Section 3 shall limit or
otherwise affect NSI's obligations as set forth elsewhere in
this Agreement.
4. General Obligations of ICANN.
With respect to all matters that impact the rights, obligations,
or role of NSI, ICANN shall during the Term of this Agreement:
(A) exercise its responsibilities in an
open and transparent manner;
(B) not unreasonably restrain competition
and, to the extent feasible, promote and encourage robust competition;
(C) not apply standards, policies, procedures
or practices arbitrarily, unjustifiably, or inequitably and not
single out NSI for disparate treatment unless justified by substantial
and reasonable cause; and
(D) ensure, through its reconsideration
and independent review policies, adequate appeal procedures for
NSI, to the extent it is adversely affected by ICANN standards,
policies, procedures or practices.
5. Protection from Burdens of Compliance
With ICANN Policies. ICANN hereby agrees to indemnify and
hold harmless NSI, and its directors, officers, employees and
agents from and against any and all claims, damages or liabilities
arising solely from NSI’s compliance as required by this
Agreement with an ICANN policy adopted after both parties have
entered into this Agreement, except that NSI shall not be indemnified
or held harmless hereunder to the extent that the claims, damages
or liabilities arise from the particular manner in which NSI
has chosen to comply with the policy. In addition, NSI shall
be given a reasonable period after receiving notice of adoption
of an ICANN Consensus Policy in which to comply with that policy.
6. NSI Registry-Level Financial Support
of ICANN. NSI, in its role as operator of the registry for
the Registry TLDs, shall pay the gTLD registry-level fees adopted
by ICANN in conformance with Section 4 of this Agreement,
provided such fees are reasonably allocated among all gTLD registries
that contract with ICANN and provided further that, if NSI's
share of the total gTLD registry-level fees are or are budgeted
to be in excess of $250,000 in any given year, any such excess
must be expressly approved by gTLD registries accounting, in
aggregate, for payment of two-thirds of all gTLD registry-level
fees. NSI shall pay such fees in a timely manner throughout the
Term of this Agreement, and notwithstanding the pendency of any
dispute between NSI and ICANN. NSI agrees to prepay $250,000
toward its share of gTLD registry-level fees at the time of signing
of this Agreement.
7. Data Escrow. NSI shall deposit
into escrow all Registry Data on a schedule (not more frequently
than weekly for a complete set of Registry Data, and daily for
incremental updates) and in an electronic format mutually approved
from time to time by NSI and ICANN, such approval not to be unreasonably
withheld by either party. The escrow shall be maintained, at
NSI’s expense, by a reputable escrow agent mutually approved
by NSI and ICANN, such approval also not to be unreasonably withheld
by either party. The escrow shall be held under an agreement
among ICANN, NSI, the United States Department of Commerce, and
the escrow agent providing that (A) the data shall be received
and held in escrow, with no use other than verification that
the deposited data is complete and in proper format, until released
to ICANN or to the United States Department of Commerce; (B) the
data shall be released to ICANN upon termination of this Agreement
by ICANN under Section 14 or upon the Expiration Date if (1)
this Agreement has not sooner been terminated and (2) it has
been finally determined by the ICANN Board (and no injunction
obtained pursuant to Section 13 has been obtained) that NSI will
not be designated as the successor registry under Section 22
of this Agreement; and (C), in the alternative, the data shall
be released to the United States Department of Commerce according
to the terms of the cooperative agreement between NSI and the
United States Government.
8. NSI Handling of Personal Data.
NSI agrees to notify registrars sponsoring registrations in the
registry of the purposes for which Personal Data submitted to
the registry by registrars is collected, the recipients (or categories
of recipients) of such Personal Data, and the mechanism for access
to and correction of such Personal Data. NSI shall take reasonable
steps to protect Personal Data from loss, misuse, unauthorized
disclosure, alteration or destruction. NSI shall not use or authorize
the use of Personal Data in a way that is incompatible with the
notice provided to registrars.
9. Publication by NSI of Registry Data.
(A) NSI shall provide an interactive service
(such as a WHOIS service) providing free public query-based (web
and, after January 15, 2000, command-line) access to current
registry database data which, in response to input of an SLD
name, shall report at least the following data elements in response
to queries: (a) the SLD name registered, (b) the TLD in
which the SLD is registered; (c) the IP addresses and corresponding
names of the primary nameserver and secondary nameserver(s) for
such SLD, (d) the identity of the sponsoring Registrar, and (e)
the date of the most recent modification to the domain name record
in the registry database; provided, however, that if ICANN adopts
a Consensus Policy that adds to or subtracts from these elements,
NSI will implement that policy.
(B) To ensure operational stability of
the registry, NSI may temporarily limit access under subsection
(A) on an equitable basis, in which case NSI shall immediately
notify ICANN of the nature of and reason for the limitation.
NSI shall not continue the limitation longer than three business
days if ICANN objects in writing, which objection shall not be
unreasonably made.
(C) NSI as registry shall comply with Consensus
Policies providing for development and operation of a capability
that provides distributed free public query-based (web and command-line)
access to current registration data implemented by registrars
providing for capabilities comparable to WHOIS, including (if
called for by the Consensus Policy) registry database lookup
capabilities according to a specified format. If such a service
implemented by registrars on a distributed basis does not within
a reasonable time provide reasonably robust, reliable and convenient
access to accurate and up-to-date registration data, NSI as registry
shall cooperate and, if reasonably determined to be necessary
by ICANN (considering such possibilities as remedial action by
specific registrars), provide data from the registry database
to facilitate the development of a centralized service providing
equivalent functionality in a manner established by a Consensus
Policy.
10. Rights in Data. Except as permitted
by the Registrar License and Agreement, NSI shall not be entitled
to claim any intellectual property rights in data in the registry
supplied by or through registrars other than NSI. In the event
that Registry Data is released from escrow under Section 7 or
transferred to a Successor Registry under Section 22(D), any
rights held by NSI as registry in the data shall automatically
be licensed on a non-exclusive, irrevocable, royalty-free, paid-up
basis to the recipient of the data.
11. Limitation of Liability. Neither
party shall be liable to the other under this Agreement for any
special, indirect, incidental, punitive, exemplary or consequential
damages.
12. Specific Performance. During
the Term of this Agreement, either party may seek specific performance
of any provision of this Agreement as provided by Section 13,
provided the party seeking such performance is not in material
breach of its obligations.
13. Resolution of Disputes Under This
Agreement. Disputes arising under or in connection with this
Agreement, including requests for specific performance, shall
be resolved in a court of competent jurisdiction or, at the election
of both parties (except for any dispute over whether a policy
adopted by the Board is a Consensus Policy, in which case at
the election of either party), by an arbitration conducted as
provided in this Section pursuant to the International Arbitration
Rules of the American Arbitration Association ("AAA").
The arbitration shall be conducted in English and shall occur
in Los Angeles County, California, USA. There shall be three
arbitrators: each party shall choose one arbitrator and, if the
two arbitrators are not able to agree on a third arbitrator,
the third shall be chosen by the AAA. The parties 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 AAA 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 initiation of arbitration. In all litigation involving
ICANN concerning this Agreement (whether in a case where arbitration
has not been elected or to enforce an arbitration award), 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. 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
a court located in Los Angeles, California, USA, which shall
not be a waiver of this arbitration agreement.
14. Termination.
(A) In the event an arbitration award or
court judgment is rendered specifically enforcing any provision
of this Agreement or declaring a party’s rights or obligations
under this Agreement, either party may, by giving written notice,
demand that the other party comply with the award or judgment.
In the event that the other party fails to comply with the order
or judgment within ninety days after the giving of notice (unless
relieved of the obligation to comply by a court or arbitration
order before the end of that ninety-day period), the first party
may terminate this Agreement immediately by giving the other
party written notice of termination.
(B) In the event of termination by DOC
of its Cooperative Agreement with NSI pursuant to Section I.B.8
of that Agreement, ICANN shall, after receiving express notification
of that fact from DOC and a request from DOC to terminate NSI
as the operator of the registry database for the Registry TLDs,
terminate NSI's rights under this Agreement, and shall cooperate
with DOC to facilitate the transfer of the operation of the registry
database to a successor registry.
15. Assignment. Neither party may
assign this Agreement without the prior written approval of the
other party, such approval not to be unreasonably withheld. Notwithstanding
the foregoing sentence, a party may assign this Agreement by
giving written notice to the other party in the following circumstances,
provided the assignee agrees in writing with the other party
to assume the assigning party’s obligations under this Agreement:
(a) NSI may assign this Agreement as part of the transfer
of its registry business approved under Section 25 and (b) ICANN
may, in conjunction with a reorganization or reincorporation
of ICANN and with the written approval of the Department of Commerce,
assign this Agreement to another non-profit corporation organized
for the same or substantially the same purposes as ICANN.
16. Relationship to Cooperative Agreement
Between NSI and U.S. Government.
(A) NSI's obligations under this Agreement
are conditioned on the agreement by NSI and the Department of
Commerce to Amendment
19 to the Cooperative Agreement
in the form attached to this Agreement as Appendix C.
(B) If within a reasonable period of time
ICANN has not made substantial progress towards having entered
into agreements with competing registries and NSI is adversely
affected from a competitive perspective, NSI may terminate this
Agreement with the approval of the U.S. Department of Commerce.
In such event, as provided in Section 16(A) above, the Cooperative
Agreement shall replace this Agreement.
(C) In the case of conflict while they
are both in effect, and to the extent that they address the same
subject in an inconsistent manner, the term(s) of the Cooperative
Agreement shall take precedence over this Agreement.
17. NSI Agreements with Registrars.
NSI shall make access to the Shared Registration System available
to all ICANN-accredited registrars subject to the terms of the
NSI/Registrar License
and Agreement (attached as Appendix B).
Such agreement may be revised by NSI, provided however, that
any such changes must be approved in advance by ICANN.
18. Performance and Functional Specifications
for Registry Services. Unless and until ICANN adopts different
standards as a Consensus Policy pursuant to Section 4, NSI shall
provide registry services to ICANN-accredited registrars meeting
the performance and functional specifications set forth in SRS
specification version 1.0.6 dated September 10, 1999, as supplemented
by Appendix E. In the event ICANN adopts different performance
and functional standards for the registry as a Consensus Policy
in compliance with Section 4, NSI shall comply with those standards
to the extent practicable, provided that compensation pursuant
to the provisions of Section 20 has been resolved prior
to implementation and provided further that NSI is given a reasonable
time for implementation. In no event shall NSI be required to
implement any such different standards before 3 years from the
Effective Date of this Agreement.
19. Bulk Access to Zone Files. NSI
shall provide third parties bulk access to the zone files for
.com, .net, and .org TLDs on the terms set forth in the zone file access agreement (attached
as Appendix D). Such agreement
may be revised by NSI, provided however, that any such changes
must be approved in advance by ICANN.
20. Price for Registry Services.
The price(s) to accredited registrars for entering initial and
renewal SLD registrations into the registry database and for
transferring a SLD registration from one accredited registrar
to another will be as set forth in Section 5 of Appendix B, Registrar License and
Agreement. These prices shall be
increased through an amendment to this Agreement as approved
by ICANN and NSI, such approval not to be unreasonably withheld,
to reflect demonstrated increases in the net costs of operating
the registry arising from (1) ICANN policies adopted after
the date of this Agreement, or (2) legislation specifically applicable
to the provision of Registry Services adopted after the date
of this Agreement, to ensure that NSI recovers such costs and
a reasonable profit thereon; provided that such increases exceed
any reductions in costs arising from (1) or (2) above.
21. Additional NSI Obligations.
(A) NSI shall provide all licensed Accredited
Registrars (including NSI acting as registrar) with equivalent
access to the Shared Registration System. NSI further agrees
that it will make a certification to ICANN every six months,
using the objective criteria set forth in Appendix F that NSI
is providing all licensed Accredited Registrars with equivalent
access to its registry services.
(B) NSI will ensure, in a form and through
ways described in Appendix
F that the revenues and assets
of the registry are not utilized to advantage NSI's registrar
activities to the detriment of other registrars.
22. Designation of Successor Registry.
(A) Not later than one year prior to the
end of the term of this Agreement, ICANN shall, in accordance
with Section 4, adopt an open, transparent procedure for designating
a Successor Registry. The requirement that this procedure be
opened one year prior to the end of the Agreement shall be waived
in the event that the Agreement is terminated prior to its expiration.
(B) NSI or its assignee shall be eligible
to serve as the Successor Registry and neither the procedure
established in accordance with subsection (A) nor the fact that
NSI is the incumbent shall disadvantage NSI in comparison to
other entities seeking to serve as the Successor Registry.
(C) If NSI or its assignee is not designated
as the Successor Registry, NSI or its assignee shall cooperate
with ICANN and with the Successor Registry in order to facilitate
the smooth transition of operation of the registry to Successor
Registry. Such cooperation shall include the timely transfer
to the Successor Registry of an electronic copy of the registry
database and of a full specification of the format of the data.
(D) ICANN shall select as the Successor
Registry the eligible party that it reasonably determines is
best qualified to perform the registry function under terms and
conditions developed as a Consensus Policy, taking into account
all factors relevant to the stability of the Internet, promotion
of competition, and maximization of consumer choice, including
without limitation: functional capabilities and performance specifications
proposed by the eligible party for its operation of the registry,
the price at which registry services are proposed to be provided
by the party, relevant experience of the party, and demonstrated
ability of the party to handle operations at the required scale.
ICANN shall not charge any additional fee to the Successor Registry.
(E) In the event that a party other than
NSI or its assignee is designated as the Successor Registry,
NSI shall have the right to challenge the reasonableness of ICANN’s
failure to designate NSI or its assignee as the Successor Registry
under the provisions of Section 13 of this Agreement.
23. Expiration of this Agreement.
The Expiration Date shall be four years after the Effective Date,
unless extended as provided below. In the event that NSI completes
the legal separation of ownership of its Registry Services business
from its registrar business by divesting all the assets and operations
of one of those businesses within 18 months after Effective Date
to an unaffiliated third party that enters an agreement enforceable
by ICANN and the Department of Commerce (i) not to be both a
registry and a registrar in the Registry TLDs, and (ii) not to
control, own or have as an affiliate any individual(s) or entity(ies)
that, collectively, act as both a registry and a registrar in
the Registry TLDs, the Expiration Date shall be extended for
an additional four years, resulting in a total term of eight
years. For the purposes of this Section, "unaffiliated third
party" means any entity in which NSI (including its successors
and assigns, subsidiaries and divisions, and their respective
directors, officers, employees, agents and representatives) does
not have majority equity ownership or the ability to exercise
managerial or operational control, either directly or indirectly
through one or more intermediaries. "Control," as used
in this Section 23, means any of the following: (1) ownership,
directly or indirectly, or other interest entitling NSI to exercise
in the aggregate 25% or more of the voting power of an entity;
(2) the power, directly or indirectly, to elect 25% or more of
the board of directors (or equivalent governing body) of an entity;
or (3) the ability, directly or indirectly, to direct or cause
the direction of the management, operations, or policies of an
entity.
24. Withdrawal of Recognition of ICANN
by the Department of Commerce. In the event that, prior to
the expiration or termination of this Agreement under Section 14
or 16(C), the United States Department of Commerce withdraws
its recognition of ICANN as NewCo under the Statement of Policy
pursuant to the procedures set forth in Section 5 of Amendment
1 (dated November __, 1999) to the Memorandum of Understanding
between ICANN and the Department of Commerce, this Agreement
shall terminate.
25. Assignment of Registry Assets.
NSI may assign and transfer its registry assets in connection
with the sale of its registry business only with the approval
of the Department of Commerce.
26. Option to Substitute Generic Agreement.
At NSI's option, it may substitute any generic ICANN/Registry
agreement that may be adopted by ICANN for this Agreement; provided,
however, that Sections 16, 19, 20, 21, 23, 24, and 25 of this
Agreement will remain in effect following any such election by
NSI.
27. Notices, Designations, and Specifications.
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. Designations and specifications by
ICANN under this Agreement shall be effective when written notice
of them is deemed given to Registry.
If to ICANN, addressed to:
Internet Corporation for Assigned Names
and Numbers
4676 Admiralty Way, Suite 330
Marina Del Rey, California 90292
Telephone: 1/310/823-9358
Facsimile: 1/310/823-8649
Attention: Chief Executive Officer
If to Registry, addressed to:
1. Network Solutions, Inc.
505 Huntmar Park Drive
Herndon, VA 20170
Telephone: 1/703/742-0400
Facsimile: 1/703/742-3386
Attention: General Counsel
2. Network Solutions, Inc.
505 Huntmar Park Drive
Herndon, VA 20170
Telephone: 1/703/742-0400
Facsimile: 1/703/742-3386
Attention: Registry General Manager
28. 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.
29. Language. All notices, designations,
and specifications made under this Agreement shall be in the
English language.
30. Entire Agreement. This Agreement
constitutes the entire agreement of the parties hereto pertaining
to the registry for the Registry TLDs and supersedes all prior
agreements, understandings, negotiations and discussions, whether
oral or written, between the parties on that subject. This Agreement
is intended to coexist with any Registrar Accreditation Agreement
between the parties.
31. 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.
32. 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.
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
By:__________________________
Michael M. Roberts
Interim President and CEO
Date: _______________________
NETWORK SOLUTIONS, INC.
By:__________________________
Date: ________________________
Page updated 28-September-1999
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