Memorandum of Agreement - ICANN and ccTLD Entity (Draft)
[DRAFT DOCUMENT – FOR DISCUSSION ONLY]
MEMORANDUM OF AGREEMENT
By and Between
The Internet Corporation for Assigned Names and Numbers
And
[The ccTLD Entity]
This Memorandum of Agreement is made as of the ___ day of ____, 1999, by and between The Internet Corporation for Assigned Names and Numbers, a California Corporation with an address at 4676 Admiralty Way, Suite 330, Marina del Rey, CA 90292
USA (ICANN), and [ccTLD Entity], a [CORPORATION OR OTHER BUSINESS FORM] doing business in [COUNTRY], and with a mailing address at [MAILING ADDRESS]. ICANN and [CCTLD ENTITY] are sometimes referred to herein separately as a Party and collectively as the Parties.)
Recitals
1. Under an agreement dated November 25, 1998, as amended, and in accordance with practices undertaken since that time, ICANN provides and services the function known as the Internet Assigned Numbers Authority (IANA) by which all Internet addresses are allocated and managed.
2. In March 1994, the Memorandum entitled “Domain Name System Structure and Delegation” and known as RFC 1591, was issued by Jon Postel acting as IANA.
3. Pursuant to RFC 1591 , on [Date of Delegation of ccTLD], [The CCTLD ENTITY] was designated by IANA as the manager of the Country Code Top Level Domain (ccTLD) with the code “[ISO 3166 CODE OF CCTLD]” representing the [ISO 3166 GEOGRAPHICAL LOCATION] (the Delegation).
4. ICP 1, issued by ICANN and dated May 1999, summarized the practices under RFC 1591 to that date and republished the principles established in RFC 1591 pursuant to which ccTLDs are to be managed.
5. ICANN desires to develop specific contractual relationships with managers of TLDs, including ccTLDs, to delineate more precisely the relationship between TLD managers and IANA/ICANN, and to express more explicitly the respective obligations of the parties in implementing the principles contained in the policy statement of the United States Department of Commerce dated June 5, 1998, entitled “Statement of Policy, Management of Internet Names and Addresses” (63 Fed. Reg. 31741(1998)) and known as the Internet “White Paper”.
6. [CCTLD ENTITY] desires to enter into a contractual relationship with IANA/CANN to guarantee the stability of the relationship, and to make explicit the mutual expectations and obligations of the Parties.
Agreement
Therefore, in consideration of the mutual promises contained herein and for other good and valuable consideration the receipt of which is hereby acknowledged by the Parties, ICANN and [CCTLD ENTITY] have agreed as set forth below.
1. Representations of [CCTLD ENTITY]. [CCTLD ENTITY] represents as follows: (i) that, to the best of its knowledge and belief, since receiving the delegation from IANA, [CCTLD ENTITY] has been managing the [ISO 3166 CODE OF CCTLD] ccTLD pursuant to and consistently with the requirements of RFC 1591; (ii) that it has maintained an administrative contact within the [ISO 3166 GEOGRAPHICAL LOCATION]; (iii) that it has maintained a connection to the Internet and sufficient servers and back-up servers to guarantee a robust, reliable, and resilient address at the [ISO 3166 CODE OF CCTLD] domain; (iv) that in partial fulfillment of its obligation to serve and promote the Internet within the Country, [CCTLD ENTITY] has [DESCRIPTION OF ccTLD’s SERVICES TO LOCAL INTERNET]; (v) that it has conferred with the local community in developing Internet activities within the [ISO 3166 GEOGRAPHICAL LOCATION]; and (vi) that it continues to upgrade its hardware and software systems to insure that the Domain will be operated with state of the art capacity and security.
2. Representations of ICANN. ICANN represents (i) that it is authorized and empowered by the U.S. Department of Commerce to enter into this Agreement, acting as IANA, and (ii) that it will maintain control, directly or indirectly, of the Root Zone File as defined below, which is currently located on the A root server and is operated by Network Solutions, Inc. (NSI) under a cooperative agreement with the U.S. Government.
3. Confirmation of Delegation. ICANN confirms the delegation of the management of the [ISO 3166 CODE OF CCTLD] Top Level Domain to [CCTLD ENTITY], and acknowledges that to the best of ICANN’s knowledge and belief, [CCTLD ENTITY] is qualified to serve as manager of the [ISO 3166 CODE OF CCTLD] Top Level Domain and has served in that role competently and in accordance with the principles and requirements set forth in RFC 1591 and ICP 1 through the date of this Agreement.
4. Write-Authority to the .[ISO 3166 CODE OF CCTLD] Zone in the Root Servers. So long as [CCTLD ENTITY] serves as manager of the [ISO 3166 CODE OF CCTLD] Top Level Domain ICANN shall insure that [CCTLD ENTITY] has exclusive authority to write to the .[ISO 3166 CODE OF CCTLD] Zone in the Internet’s Root Server, provided that the actual writing to the .[ISO 3166 CODE OF CCTLD] Zone may be undertaken by ICANN or its delegate pursuant to instructions given by [CCTLD ENTITY] or its agent. ICANN shall maintain the .[ISO 3166 CODE OF CCTLD] Zone in active status in the so-called Root Server system, which is the hierarchically upper most Internet Domain Name server system currently maintained for the U.S. Government by NSI and currently known as “A.ROOT-SERVERS.NET” through “M.ROOT-SERVERS.NET”, which contains name server and top level domain address instructions, constituting the essential core of the Domain Name System of addresses on the Internet. “Authority to write” to the .[ISO 3166 CODE OF CCTLD] Zone File in the Root Server shall include the right to have all Internet messages which are directed to an address in the [ISO 3166 CODE OF CCTLD] Top Level Domain referred by the Root Server exclusively to the name servers maintained and operated from time to time by [CCTLD ENTITY] for resolution of all .[ISO 3166 CODE OF CCTLD] Domain names. To the extent that the Internet Domain Name System network architecture may be changed from time to time, ICANN shall insure the same functionality to [CCTLD ENTITY] on any succeeding network architecture as is described by the foregoing.
5. Access to Internet Numbers. So long as [CCTLD ENTITY] serves as manager of the [ISO 3166 CODE OF CCTLD] Top Level Domain, ICANN shall insure that [CCTLD ENTITY] receives on a timely basis a fair allocation of Internet address numbers or otherwise shares fairly in whatever successor address mechanism might be employed to direct signals from one computer on the Internet to another such that [CCTLD ENTITY] continues to have the ability to assign addresses and names on demand within the [ISO 3166 CODE OF CCTLD] Top Level Domain.
6. Operational Capability and Obligations of [CCTLD ENTITY]. [CCTLD ENTITY] shall maintain at a minimum a primary and a secondary name server with Internet connectivity. The assignment of domain names, the delegation of subdomains, and the operations of the name servers shall be accomplished by [CCTLD ENTITY] with technical competence in a timely fashion and in cooperation with other elements involved in the management of the Internet Domain Name System. In addition to other obligations set forth in this Agreement, [CCTLD ENTITY] shall (i) keep IANA/ICANN advised of the status of the Domain with respect to contact information, name server identification and compliance with technical requirements reflected in this Agreement, (ii) respond to requests for information and coordination in a timely manner, and (iii) operate the domain with accuracy, robustness and resilience. The name servers shall be configured so that their operational capacity and database accuracy can be verified by IANA/ICANN, and IANA/ICANN shall be granted access to the zone on a continuing basis to the extent necessary for purposes of auditing the performance of [CCTLD ENTITY] as the manager of the Domain in terms of accuracy, reliability, and robustness of service.
7. Fair Treatment Standard. In the operation of the [ISO 3166 CODE OF CCTLD] Domain, [CCTLD ENTITY] shall be equitable and fair to all groups in the domain that request domain names; requests for names from profit-oriented organizations shall be treated no differently from such requests from organizations not organized for profit. Applicants for names from individuals or entities related to [CCTLD ENTITY] shall be treated no differently from applications from applicants with no such relationship. In sum, the same rules shall be applied to all requests, and all requests shall be processed in a non-discriminatory fashion. The policies and procedures for the use of the [ISO 3166 CODE OF CCTLD] Top Level Domain, which may be developed uniquely to reflect special concerns of the [ISO 3166 GEOGRAPHICAL LOCATION] or to implement other policies not inconsistent with the principles set forth in RFC 1591, shall be available for public inspection, including access by posting on the Internet or by making them available for file transfer.
8. [CCTLD ENTITY] Responsibility in general. As a Top Level Domain Manager, [CCTLD ENTITY] is a trustee for the [ISO 3166 CODE OF CCTLD] Domain and, as such, [CCTLD ENTITY] has a duty to serve the community, both the community of [ISO 3166 GEOGRAPHICAL LOCATION] and the global Internet community. The interests and cultural values of the national community may differ from time to time from the values of the global Internet community, and it is the responsibility of the Manager to strive to reconcile those values as much as possible without sacrificing the primary obligation to serve the goal and ideal of reliable, universal accessibility to the Internet.
9. Term and Termination. The term of this Agreement shall be ten (10) years and, subject to ICANN’s right to terminate this Agreement as set forth herein, shall be renewed from time to time by ICANN unless [CCTLD ENTITY] notifies ICANN in writing that it does not desire to renew the Agreement. At any time during the term of this Agreement ICANN shall have the right to terminate this Agreement and to delegate the [ISO 3166 CODE OF CCTLD] Top Level Domain to another manager if, after notice and hearing, (i) [CCTLD ENTITY] is found to have engaged in misconduct in the performance of its obligations hereunder; (ii) [CCTLD ENTITY] has knowingly and repeatedly violated policies set forth in RFC 1591 and ICP 1, which violations materially adversely affect the interests required to be served by Top Level Domain managers, or (iii) [CCTLD ENTITY] is found to have failed on a recurrent basis to operate the Domain in accordance with technical standards established under open procedures from time to time by ICANN and which are generally met by Country Code Top Level Domain managers on the Internet.
10. Transfer of Delegation. In the event that [CCTLD ENTITY] desires to transfer the Delegation to another party, notice of intent to so transfer shall be sent to ICANN no less than sixty (60) days prior to the intended date of transfer. ICANN shall approve such transfer if the proposed transferee has the qualifications to serve as a Top Level Domain manager as set forth in RFC 1591 and ICP 1, and if such transferee agrees to enter into an Agreement substantially in the form of this Agreement prior to assuming the responsibilities of manager.
11. Resolution of Disputes. Disputes between the Parties, if not resolved by the Parties themselves, including disputes arising under paragraphs 9 and 10 above, shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association, and if not otherwise agreed, all such proceedings shall be conducted in New York City.
12. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns.
13. Headings. The descriptive headings of the several Sections of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.
14. Counterparts. This Agreement may be executed originally or by facsimile and in one or more counterparts, all of which together shall considered one and the same agreement.
15. Entire Agreement; Amendment. This Agreement contains the entire agreement among the Parties with respect to the matters contemplated herein, and supersedes all prior agreements and understandings, whether written or oral, among the parties hereto with respect to the subject matter of this Agreement. This Agreement may be amended by the Parties but only by a writing executed by both Parties.
In Witness Whereof the Parties have caused this Agreement to be executed as of the date first above written by their duly authorized officers.
The Internet Corporation for [The ccTLD Entity]
Assigned Names and Numbers
By:___________________________________ By: _______________________
Michael M. Roberts, President and CEO [ccTLD Administrator]
