[CRISP-TEAM] Term of the contract & wording agreement/contract

[Michael Abejuela]

I agree with maintaining the current wording on ³contract² vs. ³agreement.²

As for the second point, it does appear that the community member is
suggesting rather than the contract be for a particular term (one year,
two years, three years, etc.) that it be a continuing obligation unless
there is a termination.  While this issue has not been specifically
discussed by this team, for consideration of the team I observe that the
agreement theoretically

A)	could be continuing with termination/default provisions,
B)	could have a specific term with automatic renewals absent certain
conditions, 
C)	could have a specific term with options to renew that must be exercised
by the end of a specific term, or
D)	could have a specific term with a completely new contract executed by
the parties for each new term (not a renewal).

While this is definitely an issue to be discussed, it may be the type of
matter addressed in the actual drafting of the proposed contract rather
that put into the proposal at this stage; but that is something for the
team to decide.

Thanks,
-Michael


-- 
Michael R. Abejuela

Associate General Counsel

ARIN

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mabejuela at arin.net

 

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On 12/28/14, 6:53 PM, "Izumi Okutani" <izumi at nic.ad.jp> wrote:

>Thank you Craig for clarifying.
>
>Understood you point that; it is not necesary to change the wording.
>If we want something legally binding, contract seems clearer to me as
>well, based on your explanation. Anyone else have other opinions?
>
>> I think he means that the SLA should be continuing, and can only be
>> terminated if a "default" or "termination event" occurs, and should not
>> otherwise have an end date. I am not sure if this point has been
>>discussed
>> at the CRISP team, or a consensus reached.
>
>This is consistent with my observation - I also don't recall discussing
>this at the CRISP team.
>
>I'm not sure if this level of details are to be incorporated in the
>proposal, and would like to hear inputs from the Team. On the otherhand,
>if there are already clear reasons which would may make it difficult to
>incoporate his suggestion at the time of developing SLA, I feel we
>should explain to him.
>
>Anyone has any thoughts about this - including the need to describe this
>in the proposal?
>
>
>Izumi
>
>On 2014/12/29 7:37, Craig Ng wrote:
>> On 26/12/2014 2:22 am, "Izumi Okutani" <izumi at nic.ad.jp> wrote:
>> 
>>> CRISP Team,
>>>
>>>
>>> May I request for someone with legal background to help respond to
>>>these
>>> two comments?
>>>
>>> On the first point, he seems to have agreed with the term "contract"
>>> after discussions, so may not necessarily need a response, unless we
>>> feel it's important to clarify.
>>>
>>> (snip)
>>> - I suggest replacing the word contract in section III with agreement
>>>and
>>> this will also largely require re-wording of 3rd paragraph of section
>>>IV
>>>
>> 
>> I don't believe this is necessary. Technically speaking, all contracts
>>are
>> agreements, but not all agreements are contracts. The term "agreement"
>> encompasses all agreements or meetings of minds, including those that
>>may
>> not be legally enforceable. So, it has a broader concept. "Contracts"
>> means legally enforceable agreements.
>> 
>> But having said that, I see no necessity to make any change. I don't
>> believe making the suggested change alter the meaning of section III.
>> 
>>> - The agreement (currently referred to as contract) should not be
>>>termed
>>> based as presumed to be indicated in section III but should have
>>> termination conditions
>>> (snip)
>>>
>> 
>> I think he means that the SLA should be continuing, and can only be
>> terminated if a "default" or "termination event" occurs, and should not
>> otherwise have an end date. I am not sure if this point has been
>>discussed
>> at the CRISP team, or a consensus reached.
>> 
>> Craig
>> 
>> 
>> _______________________________________________________
>> Craig Ng
>> General Counsel, APNIC
>> e: craig at apnic.net
>> p: +61 7 3858 3152
>> m: +61 416 052 022
>> www.apnic.net
>> _______________________________________________________
>> 
>> Join the conversation:   https://blog.apnic.net/
>> _______________________________________________________
>> 
>
>
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