Exhibit 6:
Memorandum of Understanding between CentralNic and Organic Names
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Organic Names Ltd
163 New King's Road
London
SW6 4SN
United Kingdom
Company No
04456018
12th June 2002
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Steve Dyer
CentralNic Ltd
163 New King’s Road
London
SW6 4SN
United Kingdom
Subject to contract
Strictly Private & Confidential
MEMORANDUM OF
UNDERSTANDING
Dear Steve,
Project Organic- Proposed application to ICANN for reassignment of .org gTLD to Organic Names
Ltd, and outsource of certain operational functions to CentralNic Ltd.
As we have discussed verbally, Organic Names Ltd ("Organic") is in the process of making an application (the "Application") to the Internet Corporation for Assigned Names and Numbers ("ICANN") with regard to the reassignment of the .org gTLD to Organic ("Reassignment"). CentralNic Limited ("CentraliNic") operates registry services for various domain names, for which purpose it employs certain staff and owns and develops certain business intellectual property.
Organic has passed to CentralNic a draft copy of
the Application.
Organic and CentralNic each agree:
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Organic
shall provide CentralNic, immediately prior to submitting the Application to
ICANN, a copy of that Application. Organic shall be entitled, notwithstanding
the confidentiality provisions in this memorandum, to summarise in the
Application the terms of this memorandum only with CentralNic's prior consent,
such consent not to be unreasonably withheld.
-
The
Application shall refer to CentralNic as Organic's 'bid partner', and
CentralNic shall provide to Organic, and permit Organic to disclose, such
information as is reasonably necessary for Organic to prepare and optimise the
Application
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On
signature of the contemplated agreement, CentralNic shall provide to Organic
the services ('Services') of its management team and staff for the development,
deployment and operation (from the date of Reassignment) of the .org domain ('Operation'), such
operation to be carried out according to the provisions of the Application, or,
if and when negotiated by Organic with ICANN, the resultant contract
('Contract') for the Reassignment. CentralNic shall grant to Organic, without
charge, a perpetual non-exclusive worldwide royalty-free non-assignable license
to all intellectual property developed by CentralNic (including, for the
avoidance of doubt, intellectual property developed or otherwise owned by
CentralNic prior to the date of this memorandum) for the sole purpose of the
Operation, to the fullest extent that it is able. Software purchased for the
purpose of the Operation shall be purchased by CentralNic on Organic's behalf.
CentralNic shall provide to Organic Names estimates of costs of Services
('Costs'), which it shall use reasonable endeavours to minimize, prior to
commitment to such Costs. Where such Costs are authorized by Organic, Organic
shall reimburse CentralNic for such Costs, and in addition pay to CentralNic a
management fee ('Management Fee') equal to 10% of such Costs. All payments
shall be made within 30 days of the date of undisputed invoice. Should payments
not be authorized by Organic, and should CentralNic have fulfilled its
obligations to minimize costs, then CentralNic will be released from its
respective obligations under this agreement. Notwithstanding the above, no
payments to CentralNic shall become due until 30 days after Reassignment.
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term of the contemplated agreement shall commence on the date of signature by
both parties, and shall continue in perpetuity, but may be terminated by three
months’ notice given by either party, such notice not to expire prior to the
first anniversary of the Reassignment.
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In
the event that ICANN reassigns the .org
gTLD to a party other
than Organic, or does not reassign the .org
gTLD prior to 1
December 2002, either party shall have the right to terminate this agreement by
notice in writing, such notice to take effect immediately.
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Subject
to clause 2 above, each party will keep strictly confidential and not make or
submit or procure the making of any public disclosure, statement or
announcement concerning any of the matters referred to in this memorandum or
about the Application without the written consent of the other party unless and
to the extent that there is a legal or regulatory obligation to do so in which
event the disclosing party will to the extent practical consult with the other
as to the timing and content of any such disclosure or statement as
appropriate.
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1, 2, 6 and 7 of this memorandum shall be binding. The remainder of the clauses
of this memorandum shall be non-binding, but shall become binding on
Reassignment.
Please will you confirm your agreement to the above
terms by signing below.
__________________________ ___________________
Alex Bligh Date
On behalf of Organic Names Ltd
Agreed and accepted
__________________________ ___________________
Stephen
Dyer Date
On behalf of CentralNic Ltd