Appendix G

Memorandum of Understanding between Poptel and AusRegistry

ffective date:16th June 2002

Agreement between Poptel Ltd., Rutherford House, Manchester Science Park, Manchester M15 6GG. United Kingdom herein referred to as “Poptel” and AusRegistry Pty Ltd SA, Level 6, 10 Queens Rd. Melbourne 3004. Victoria. Australia herein referred to as "AusRegistry" collectively "the Parties".

Recitals:

Whereas

1. The Parties agree to form an international Partnership herein referred to as "UnityRegistry", which will operate an administrative company Unity Registry S.A. based in Geneva Switzerland.
   
   
2. The Internet Corporation for Assigned Names and Numbers herein referred to as "ICANN" has issued an invitation for submissions for the license to manage and run the Internet Domain .org Registry.
   
   
3. The Parties agree that they are joining forces in this manner in order to improve the respective merit and subsequent chances of success of the bid.
   
   
4. UnityRegistry intends to bid for and to subsequently manage the ongoing business to administer the .org Registry on the following terms.
   
   

Now it is agreed as follows:

1. The Parties agree to form a corporate Partnership to be called Unity Registry specifically for the purpose of bidding for the ICANN .org and if successful for running and managing the .org business. The bid will be either in the name of Unity Registry.
   
   
2. The Parties agree to share equally the fee to ICANN in relation to the bid document (USD35,000) but each party will each pay all their own costs associated with the bid process. This includes but is not limited to travel, professional fees and incidental costs. In the event that there are any other fees or extraordinary costs that might otherwise be considered advantageous to the bid then the parties agree to discuss the sharing of these costs in advance of them being incurred.
   
   
3. On completion of a successful bid the parties will agree on such figure of capital as may be necessary to set-up and run the UnityRegistry business and the Parties will ensure that the business is run on an entirely credit basis with no debt.
   
   
4. The parties agree that they will pool all the materials, expertise, knowledge information, software, hardware or any other commodity that each Party had otherwise intended to put at the disposal of the bid submission. The Parties further agree that they will then select from this pool the ‘best of breed’ solution so as to enhance the chances of winning the bid.
   
   
5. On success of the bid the Parties agree to set-up, finance, staff and run the UnityRegistry business with all the costs shared equally.
   
   
6. The Parties agree to enter into a service agreement with the Unity Registry for the operation of the .org Registry substantially in form set out in the initialled document, ‘Terms of Service Agreement for the Unity Registry’ (attached)
   
   
7. The Parties agree that they will discuss and determine in advance the amount of core services and other general costs that need to be incurred by the Partnership in setting up and running the Unity Registry. This may be mutually agreed to include provision of services at full market price by either party to the business.
   
   
8. The gross revenues will be applied firstly in covering all of the running and administrative and management costs of UnityRegistry and any operating subsidiary and then will be applied in repayment of the loan capital provided by the parties pro rata to their investments and finally will be distributed to the parties by way of dividend / profit share.
   
   
9. Gross revenue will be collected in the following way:
   
   
   1. Poptel and AusRegistry will both collect revenue within specified geographical areas.
      
      
   2. Poptel and AusRegistry will both submit revenue reports to Unity Registry S.A. on regular agreed periods
      
      
10. Costs will be submitted in the following way:
    
    
    1. Agreed setup costs incurred by each party prior to go live should be submitted to Unity Registry for credit
       
       
    2. General operating, administrative and running costs incurred by Poptel and AusRegistry within their agreed operational boundaries will be submitted to Unity Registry for credit at agreed intervals (Operational budgets will be agreed by both parties in advance for these operating costs).
       
       
    3. Running and administrative and management costs of Unity Registry and any operating subsidiary for credit at agreed intervals to the Unity Registry Executive Committee.
       
       
11. 11. Applying revenue
    
    
    1. The above costs may be deducted from the gross revenue collected and incurred by either Party. Preference shall be given to setup costs before ‘go live’ and revenues shall be distributed on a pro rata basis against setup costs incurred by each party.
       
       
    2. The Parties shall distribute remaining net profit equally to Poptel and AusRegistry at agreed intervals by way of dividend / profit share.
       
       
12. The Partnership will hold regular management meetings to decide on direction and policy.
    
    
13. The Parties agree to establish a Unity Registry executive committee with two members from each Party which committee will have the executive power to carry out the Partnership decisions.
    
    
14. The Parties agree to comply with each other’s reasonable requests with respect to minimising their potential respective tax obligations in a manner that remains consistent with winning the ICANN bid and representing the Partnership in an appropriate manner.
    
    
15. The Parties agree to jointly develop value added services in relation to .org as agreed by the executive committee.
    
    
16. The Parties agree to establish ‘24x7 support’ based in the UK and Australia or elsewhere as they may mutually agree.
    
    
17. The parties agree that the ownership of the intellectual property rights (IPR) will remain with the respective parties. Without compromising the ownership of the IPR each party will have full access to the source of all the software used and further agree that UnityRegistry is granted a paid-up perpetual licence to use the software for the sole purpose of operating the .org Registry. Such a license will survive any event as contemplated by clauses 18 –20 below.
    
    
18. If either party wishes to terminate the partnership it must first serve a notice of sale on the other party under paragraph 19 below.
    
    
19. If either party wishes to sell the whole or any part of its share in UnityRegistry it shall first offer to sell it to the other party on terms specified in a notice of sale and the other party shall have the right to buy the offered share within a period of three months from the date of offer failing which the selling party shall be at liberty to sell the share on offer to a third party acceptable to ICANN on terms that are no more advantageous to the buyer than the terms originally offered for sale for a further period of three months after which these pre-emption provisions shall apply again.
    
    
20. If either party goes shall go into administration, liquidation, receivership or have any order made over its assets then the other Party shall have the right to buy the share of the Partnership that it does not own at the then current market price to be agreed at that time or failing agreement to be fixed by a firm of international accountants experienced in the field of valuing international companies to be mutually agreed.
    
    
21. The Parties will endeavour to negotiate a full form of partnership agreement, which incorporates the above provisions. If the Parties cannot agree such terms as are reasonable then a form of partnership agreement shall be settled by counsel mutually acceptable to both Parties acting reasonably and in the absence of agreement as to the appointment of counsel, such counsel to be then appointed by The Law Society of England and Wales.
    
    

Appendices