[Iana-ipr] IANA IPR Community Agreement and License Agreement drafts

Athina Fragkouli athina.fragkouli at ripe.net
Wed Aug 3 20:32:49 CEST 2016


Hello all,

Many thanks to Jorge for preparing the documents based on our comments.

With regards to Jorge's reaction on some of our comments, here some
clarifications:

- Community agreement

* 5 RIRs signing the agreement

It is our practice to have all RIRs signing agreements as _one_ party
(not as five different parties in the agreement). In our comments we
were not clear about it - apologies for that - but we would like the 5
RIRs to sign the Community Agreement as one party representing the
numbers community.

We could make this more specific in the agreement by adding a provision
describing the RIRs' joint obligations and rights. Here's some suggested
language:

---------
An obligation or a liability assumed by the RIRs in this Agreement binds
the RIRs jointly, and each of them severally. The RIRs can only exercise
their rights and/or powers under this Agreement by acting collectively
and unanimously. A right conferred on the RIRs in this Agreement
benefits the RIRs jointly, and each of them severally.
---------

* Article 3.2.d.

Our comment referred to the right of a CCG co-chair (eg the one that
represents the numbers community) to _instruct_ the Trust to terminate
the numbers related License Agreement. We believe that, for stability
purposes, the termination of the License Agreement should not be a
single person's decision.

Instead we are suggesting that the CCG co-chair should merely notify the
trust of the termination of the relevant service agreement with the
current operator. After such a notification the Trust could terminate
the License Agreement. Here is our alternative suggested text:

----------
The CCG co-chair representing an Operational Community shall have the
right to notify the IETF Trust of the termination of the service
agreement between the relevant Operational Community and the
then-current IANA Operator with respect to such Operational Community’s
designated IANA Service.
-----------

- License agreement

* Three license agreements

Negotiating on one License Agreement instead of on three, makes sense to
us as long as we all agree on the same terms. After the negotiations are
finalised, we can create three different license agreements. As our
service agreement is signed with ICANN and not PTI, we would like our
agreement to be signed with ICANN.

* Article 2.2

We agree not to have specific quality requirements mentioned in the
License agreement. Furthermore regarding the numbers License Agreement
we suggest to refer to the quality requirements of the Service Level
Agreement for the IANA Numbering Services signed between the five RIRs
and ICANN.

We would be happy to elaborate on that, if necessary, later on our
conference call under agenda point 2.

Thank you,
Athina



On 30/07/16 19:03, Jorge Contreras wrote:
> Dear colleagues,
> 
> We have attached for your review clean and redlined versions of the
> Community Agreement and License Agreement, which have been marked
> against the versions distributed on July 5.  We have inserted numerous
> comments in the marked version using the MS Word comment feature. These
> comments are intended to address specific text or suggestions made by
> CWG, RIR or IETF during the last round.
> 
> In these candidate agreements, we have accepted a number of suggestions
> both the operational communities. We know that everyone is anxious to
> get these done, and many of the changes seem to us to be reasonable and
> in keeping with the Trust’s responsibilities.
> 
> What we have not accepted, and what we do not believe we can accept, is
> any arrangement in which the Trust is subject to "approvals" by the
> CCG.  We remain convinced that such acceptance would be contrary to
> the Trust's anticipated fiduciary responsibility as the holder of the
> Marks, and the Trustees cannot responsibly expose the Trust to such a
> threat.  We believe that any independent trust would face this problem.
> 
> In addition, we do not think that, given the terms of our Trust
> Agreement, the Trust is capable of acting as a "steward" for other
> operational communities.  The existing Trust Agreement also does not
> permit the Trust to transfer away any asset once it is owned by the
> Trust, so we cannot accept any term that anticipates such a transfer.
> 
> We realize that some people would prefer to amend some terms of the IETF
> Trust Agreement.  That may be possible in the future in order to
> accommodate some of the above worries.  But all changes have to go
> through the IETF consensus process, and there simply isn't time to do
> that this year.  Hence our agreement must work with the Trust as it
> currently exists.
> 
> We hope that you will agree that we are making substantive and collegial
> process here, and we hope you understand that the existing terms of the
> Trust Agreement are a hard limit on what we may possibly
> do.  We look forward to additional comments and to a fruitful discussion
> on our next call.
> 
> 
> Jorge L. Contreras
> Contreras Legal Strategy LLC
> 1711 Massachusetts Ave. NW, No. 710
> Washington, DC 20036
> contreraslegal at att.net
> 
> The contents of this message may be attorney-client privileged and
> confidential.  If you are not the intended recipient, please delete this
> message immediately.
> 
> 
> 
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