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EXHIBIT 99.2
[NETWORK SOLUTIONS LOGO]
TENTATIVE AGREEMENTS AMONG ICANN, THE U.S.
DEPARTMENT OF COMMERCE, AND NETWORK SOLUTIONS, INC.
(Posted September 28, 1999)
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[NOTE: ICANN HAS POSTED THE FOLLOWING DOCUMENT FOR PUBLIC REVIEW AND COMMENT. TO
SUBMIT COMMENTS, CLICK HERE.]
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REGISTRY AGREEMENT
This REGISTRY AGREEMENT ("Agreement") is by and between the Internet Corporation
for Assigned Names and Numbers, a not-for-profit corporation, and Network
Solutions, Inc., a Delaware corporation.
DEFINITIONS
For purposes of this Agreement, the following definitions shall apply:
1. A "Consensus Policy" is one adopted by ICANN as follows:
(a) "Consensus Policies" are those adopted based on a consensus among
Internet stakeholders represented in the ICANN process, as
demonstrated by (1) the adoption of the policy by the ICANN Board of
Directors, (2) a recommendation that the policy should be adopted by
at least a two-thirds vote of the council of the ICANN Supporting
Organization to which the matter is delegated, and (3) a written
report and supporting materials (which must include all substantive
submissions to the Supporting Organization relating to the proposal)
that (i) documents the extent of agreement and disagreement among
impacted groups, (ii) documents the outreach process used to seek to
achieve adequate representation of the views of groups that are likely
to be impacted, and (iii) documents the nature and intensity of
reasoned support and opposition to the proposed policy.
(b) In the event that NSI disputes the presence of such a consensus,
it shall seek review of that issue from an Independent Review Panel
established under ICANN's bylaws. Such review must be sought within
fifteen working days of the publication of the Board's action adopting
the policy. The decision of the panel shall be based on the report and
supporting materials required by subsection (a) above. In the event
that NSI seeks review and the Panel sustains the Board's
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determination that the policy is based on a consensus among Internet
stakeholders represented in the ICANN process, then NSI must implement
such policy unless it promptly seeks and obtains injunctive relief
under Section 13 below.
(c) If, following a decision by the Independent Review Panel convened
under subsection (b) above, NSI still disputes the presence of such a
consensus, it may seek further review of that issue within fifteen
working days of publication of the decision in accordance with the
dispute resolution procedures set forth in Section 13 below; provided,
however, that NSI must continue to implement the policy unless it has
obtained injunctive relief under Section 13 below or a final decision
is rendered in accordance with the provisions of Section 13 that
relieves NSI of such obligation. The decision in any such further
review shall be based on the report and supporting materials required
by subsection (a) above.
(d) A policy adopted by the ICANN Board of Directors on a temporary
basis, without a prior recommendation by the council of an ICANN
Supporting Organization, shall also be considered to be a Consensus
Policy if adopted by the ICANN Board of Directors by a vote of at
least two-thirds of its members, and if immediate temporary adoption
of a policy on the subject is necessary to maintain the stability of
the Internet or the operation of the domain name system, and if the
proposed policy is as narrowly tailored as feasible to achieve those
objectives. In adopting any policy under this provision, the ICANN
Board of Directors shall state the period of time for which the policy
is temporarily adopted and shall immediately refer the matter to the
appropriate Supporting Organization for its evaluation and review with
a detailed explanation of its reasons for adopting the temporary
policy and why the Board believes the policy should receive the
consensus support of Internet stakeholders. If the period of time for
which the policy is adopted exceeds 45 days, the Board shall reaffirm
its temporary adoption every 45 days for a total period not to exceed
180 days, in order to maintain such policy in effect until such time
as it meets the standard set forth in subsection (a) above. If the
standard set forth in subsection (a) above is not met within the
temporary period set by the Board, or the council of the Supporting
Organization to which it has been referred votes to reject the
temporary policy, it will no longer be a "Consensus Policy."
(e) For all purposes under this Agreement, the policies identified in
Appendix A adopted by the ICANN Board of Directors before the
effective date of this Agreement shall be treated in the same manner
and have the same effect as "Consensus Policies."
(f) In the event that, at the time the ICANN Board adopts a policy
under subsection (a) above during the term of this Agreement, ICANN
does not have in place an Independent Review Panel established under
ICANN's bylaws, the fifteen working day period allowed under
subsection (b) above to seek review shall be extended until fifteen
working days after ICANN does have such an Independent Review Panel in
place and NSI shall not be obligated to comply with the policy in the
interim.
2. The "Effective Date" is the date on which the Agreement is signed by ICANN
and NSI.
3. The "Expiration Date" is the date specified in Section 23 below.
4. "gTLDs" means the .com, .net, and .org TLDs, and any new gTLDs established by
ICANN.
5. "ICANN" refers to the Internet Corporation for Assigned Names and Numbers, a
party to this Agreement.
6. "NSI" refers to Network Solutions, Inc., in its capacity as a domain name
registry for the Registry TLDs, a
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party to this Agreement.
7. "Personal Data" refers to data about any identified or identifiable natural
person.
8. "Registry Data" means all data maintained in electronic form in the registry
database, and shall include Zone File Data, all data submitted by registrars in
electronic form, and all other data concerning particular registrations or
nameservers maintained in electronic form in the registry database.
9. "Registry Services" means operation of the registry for the Registry TLDs and
shall include receipt of data concerning registrations and nameservers from
registrars, provision of status information to registrars, operation of the
registry TLD zone servers, and dissemination of TLD zone files.
10. "Registry TLDs" refers to the .com, .net, and .org TLDs.
11. "SLD" refers to a second-level domain in the Internet domain name system.
12. "Term of this Agreement" begins on the Effective Date and runs through the
earliest of (a) the Expiration Date, (b) termination of this Agreement under
Section 14 or Section 16(c), or (c) termination of this Agreement pursuant to
withdrawal of the Department of Commerce's recognition of ICANN under Section
24.
13. "TLD" refers to a top-level domain in the Internet domain name system.
14. "Zone File Data" means all data contained in domain name system zone files
for the Registry TLDs as provided to TLD nameservers on the Internet.
AGREEMENTS
NSI and ICANN agree as follows:
1. Designation of Registry. ICANN acknowledges and agrees that NSI is and will
remain the registry for the Registry TLD(s) throughout the Term of this
Agreement.
2. Recognition in Authoritative Root Server System. In the event and to the
extent that ICANN is authorized to set policy with regard to an authoritative
root server system, it will ensure that (A) the authoritative root will point to
the TLD zone servers designated by NSI for the Registry TLDs throughout the Term
of this Agreement and (B) any changes to TLD zone server designation submitted
to ICANN by NSI will be implemented by ICANN within five business days of
submission. In the event that this Agreement is terminated (A) under Section 14
or 16(C) by NSI or (B) under Section 24 due to the withdrawal of recognition of
ICANN by the United States Department of Commerce, ICANN's obligations
concerning TLD zone server designations for the .com, .net, and .org TLDs in the
authoritative root server system shall be as stated in a separate agreement
between ICANN and the Department of Commerce.
3. General Obligations of NSI.
(A) During the Term of this Agreement:
(i) NSI agrees that it will operate the registry for the
Registry TLDs in accordance with this Agreement;
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(ii) NSI shall comply, in its operation of the registry,
with all Consensus Policies insofar as they:
(a) are adopted by ICANN in compliance with
Section 4 below,
(b) relate to one or more of the following: (1)
issues for which uniform or coordinated resolution
is reasonably necessary to facilitate
interoperability, technical reliability and/or
stable operation of the Internet or domain-name
system, (2) registry policies reasonably necessary
to implement Consensus Policies relating to
registrars, or (3) resolution of disputes
regarding the registration of domain names (as
opposed to the use of such domain names), and
(c) do not unreasonably restrain competition.
(B) NSI acknowledges and agrees that upon the earlier of (i) the
Expiration Date or (ii) termination of this Agreement by ICANN
pursuant to Section 14, it will cease to be the registry for the
Registry TLDs, unless prior to the end of the term of this Agreement
NSI is chosen as the Successor Registry in accordance with the
provisions of this Agreement.
(C) To the extent that Consensus Policies are adopted in conformance
with Section 4 of this Agreement, the measures permissible under
Section 3(A)(ii)(b) shall include, without limitation:
(i) principles for allocation of SLD names (e.g.,
first-come/first-served, timely renewal, holding period
after expiration);
(ii) prohibitions on warehousing of or speculation in domain
names by registries or registrars;
(iii) reservation of SLD names that may not be registered
initially or that may not be renewed due to reasons
reasonably related to (a) avoidance of confusion among or
misleading of users, (b) intellectual property, or (c) the
technical management of the DNS or the Internet (e.g.,
"xxxxxxx.xxx" and single-letter/digit names); and
(iv) the allocation among continuing registrars of the SLD
names sponsored in the registry by a registrar losing
accreditation.
Nothing in this Section 3 shall limit or otherwise affect NSI's obligations as
set forth elsewhere in this Agreement.
4. General Obligations of ICANN. With respect to all matters that impact the
rights, obligations, or role of NSI, ICANN shall during the Term of this
Agreement:
(A) exercise its responsibilities in an open and transparent manner;
(B) not unreasonably restrain competition and, to the extent feasible,
promote and encourage robust competition;
(C) not apply standards, policies, procedures or practices
arbitrarily, unjustifiably, or inequitably and not single out NSI for
disparate treatment unless justified by substantial and reasonable
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cause; and
(D) ensure, through its reconsideration and independent review
policies, adequate appeal procedures for NSI, to the extent it is
adversely affected by ICANN standards, policies, procedures or
practices.
5. Protection from Burdens of Compliance With ICANN Policies. ICANN hereby
agrees to indemnify and hold harmless NSI, and its directors, officers,
employees and agents from and against any and all claims, damages or liabilities
arising solely from NSI's compliance as required by this Agreement with an ICANN
policy adopted after both parties have entered into this Agreement, except that
NSI shall not be indemnified or held harmless hereunder to the extent that the
claims, damages or liabilities arise from the particular manner in which NSI has
chosen to comply with the policy. In addition, NSI shall be given a reasonable
period after receiving notice of adoption of an ICANN Consensus Policy in which
to comply with that policy.
6. NSI Registry-Level Financial Support of ICANN. NSI, in its role as operator
of the registry for the Registry TLDs, shall pay the gTLD registry-level fees
adopted by ICANN in conformance with Section 4 of this Agreement, provided such
fees are reasonably allocated among all gTLD registries that contract with ICANN
and provided further that, if NSI's share of the total gTLD registry-level fees
are or are budgeted to be in excess of $250,000 in any given year, any such
excess must be expressly approved by gTLD registries accounting, in aggregate,
for payment of two-thirds of all gTLD registry-level fees. NSI shall pay such
fees in a timely manner throughout the Term of this Agreement, and
notwithstanding the pendency of any dispute between NSI and ICANN. NSI agrees to
prepay $250,000 toward its share of gTLD registry-level fees at the time of
signing of this Agreement.
7. Data Escrow. NSI shall deposit into escrow all Registry Data on a schedule
(not more frequently than weekly for a complete set of Registry Data, and daily
for incremental updates) and in an electronic format mutually approved from time
to time by NSI and ICANN, such approval not to be unreasonably withheld by
either party. The escrow shall be maintained, at NSI's expense, by a reputable
escrow agent mutually approved by NSI and ICANN, such approval also not to be
unreasonably withheld by either party. The escrow shall be held under an
agreement among ICANN, NSI, the United States Department of Commerce, and the
escrow agent providing that (A) the data shall be received and held in escrow,
with no use other than verification that the deposited data is complete and in
proper format, until released to ICANN or to the United States Department of
Commerce; (B) the data shall be released to ICANN upon termination of this
Agreement by ICANN under Section 14 or upon the Expiration Date if (1) this
Agreement has not sooner been terminated and (2) it has been finally determined
by the ICANN Board (and no injunction obtained pursuant to Section 13 has been
obtained) that NSI will not be designated as the successor registry under
Section 22 of this Agreement; and (C), in the alternative, the data shall be
released to the United States Department of Commerce according to the terms of
the cooperative agreement between NSI and the United States Government.
8. NSI Handling of Personal Data. NSI agrees to notify registrars sponsoring
registrations in the registry of the purposes for which Personal Data submitted
to the registry by registrars is collected, the recipients (or categories of
recipients) of such Personal Data, and the mechanism for access to and
correction of such Personal Data. NSI shall take reasonable steps to protect
Personal Data from loss, misuse, unauthorized disclosure, alteration or
destruction. NSI shall not use or authorize the use of Personal Data in a way
that is incompatible with the notice provided to registrars.
9. Publication by NSI of Registry Data.
(A) NSI shall provide an interactive service (such as a WHOIS service)
providing free public query-based (web and, after January 15, 2000,
command-line) access to current registry
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database data which, in response to input of an SLD name, shall report
at least the following data elements in response to queries: (a) the
SLD name registered, (b) the TLD in which the SLD is registered; (c)
the IP addresses and corresponding names of the primary nameserver and
secondary nameserver(s) for such SLD, (d) the identity of the
sponsoring Registrar, and (e) the date of the most recent modification
to the domain name record in the registry database; provided, however,
that if ICANN adopts a Consensus Policy that adds to or subtracts from
these elements, NSI will implement that policy.
(B) To ensure operational stability of the registry, NSI may
temporarily limit access under subsection (A) on an equitable basis,
in which case NSI shall immediately notify ICANN of the nature of and
reason for the limitation. NSI shall not continue the limitation
longer than three business days if ICANN objects in writing, which
objection shall not be unreasonably made.
(C) NSI as registry shall comply with Consensus Policies providing for
development and operation of a capability that provides distributed
free public query-based (web and command-line) access to current
registration data implemented by registrars providing for capabilities
comparable to WHOIS, including (if called for by the Consensus Policy)
registry database lookup capabilities according to a specified format.
If such a service implemented by registrars on a distributed basis
does not within a reasonable time provide reasonably robust, reliable
and convenient access to accurate and up-to-date registration data,
NSI as registry shall cooperate and, if reasonably determined to be
necessary by ICANN (considering such possibilities as remedial action
by specific registrars), provide data from the registry database to
facilitate the development of a centralized service providing
equivalent functionality in a manner established by a Consensus
Policy.
10. Rights in Data. Except as permitted by the Registrar License and Agreement,
NSI shall not be entitled to claim any intellectual property rights in data in
the registry supplied by or through registrars other than NSI. In the event that
Registry Data is released from escrow under Section 7 or transferred to a
Successor Registry under Section 22(D), any rights held by NSI as registry in
the data shall automatically be licensed on a non-exclusive, irrevocable,
royalty-free, paid-up basis to the recipient of the data.
11. Limitation of Liability. Neither party shall be liable to the other under
this Agreement for any special, indirect, incidental, punitive, exemplary or
consequential damages.
12. Specific Performance. During the Term of this Agreement, either party may
seek specific performance of any provision of this Agreement as provided by
Section 13, provided the party seeking such performance is not in material
breach of its obligations.
13. Resolution of Disputes Under This Agreement. Disputes arising under or in
connection with this Agreement, including requests for specific performance,
shall be resolved in a court of competent jurisdiction or, at the election of
both parties (except for any dispute over whether a policy adopted by the Board
is a Consensus Policy, in which case at the election of either party), by an
arbitration conducted as provided in this Section pursuant to the International
Arbitration Rules of the American Arbitration Association ("AAA"). The
arbitration shall be conducted in English and shall occur in Los Angeles County,
California, USA. There shall be three arbitrators: each party shall choose one
arbitrator and, if the two arbitrators are not able to agree on a third
arbitrator, the third shall be chosen by the AAA. The parties shall bear the
costs of the arbitration in equal shares, subject to the right of the
arbitrators to reallocate the costs in their award as provided in the AAA rules.
The parties shall bear their own attorneys' fees in connection with the
arbitration, and the arbitrators may not reallocate the attorneys' fees in
conjunction with their award. The arbitrators shall render their decision within
ninety days of the initiation of arbitration. In all litigation involving ICANN
concerning this Agreement (whether in a case where arbitration has not been
elected or to
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enforce an arbitration award), jurisdiction and exclusive venue for such
litigation shall be in a court located in Los Angeles, California, USA; however,
the parties shall also have the right to enforce a judgment of such a court in
any court of competent jurisdiction. For the purpose of aiding the arbitration
and/or preserving the rights of the parties during the pendency of an
arbitration, the parties shall have the right to seek temporary or preliminary
injunctive relief from the arbitration panel or a court located in Los Angeles,
California, USA, which shall not be a waiver of this arbitration agreement.
14. Termination.
(A) In the event an arbitration award or court judgment is rendered
specifically enforcing any provision of this Agreement or declaring a
party's rights or obligations under this Agreement, either party may,
by giving written notice, demand that the other party comply with the
award or judgment. In the event that the other party fails to comply
with the order or judgment within ninety days after the giving of
notice (unless relieved of the obligation to comply by a court or
arbitration order before the end of that ninety-day period), the first
party may terminate this Agreement immediately by giving the other
party written notice of termination.
(B) In the event of termination by DOC of its Cooperative Agreement
with NSI pursuant to Section I.B.8 of that Agreement, ICANN shall,
after receiving express notification of that fact from DOC and a
request from DOC to terminate NSI as the operator of the registry
database for the Registry TLDs, terminate NSI's rights under this
Agreement, and shall cooperate with DOC to facilitate the transfer of
the operation of the registry database to a successor registry.
15. Assignment. Neither party may assign this Agreement without the prior
written approval of the other party, such approval not to be unreasonably
withheld. Notwithstanding the foregoing sentence, a party may assign this
Agreement by giving written notice to the other party in the following
circumstances, provided the assignee agrees in writing with the other party to
assume the assigning party's obligations under this Agreement: (a) NSI may
assign this Agreement as part of the transfer of its registry business approved
under Section 25 and (b) ICANN may, in conjunction with a reorganization or
reincorporation of ICANN and with the written approval of the Department of
Commerce, assign this Agreement to another non-profit corporation organized for
the same or substantially the same purposes as ICANN.
16. Relationship to Cooperative Agreement Between NSI and U.S. Government.
(A) NSI's obligations under this Agreement are conditioned on the
agreement by NSI and the Department of Commerce to Amendment 19 to the
Cooperative Agreement in the form attached to this Agreement as
Appendix C.
(B) If within a reasonable period of time ICANN has not made
substantial progress towards having entered into agreements with
competing registries and NSI is adversely affected from a competitive
perspective, NSI may terminate this Agreement with the approval of the
U.S. Department of Commerce. In such event, as provided in Section
16(A) above, the Cooperative Agreement shall replace this Agreement.
(C) In the case of conflict while they are both in effect, and to the
extent that they address the same subject in an inconsistent manner,
the term(s) of the Cooperative Agreement shall take precedence over
this Agreement.
17. NSI Agreements with Registrars. NSI shall make access to the Shared
Registration System available to all ICANN-accredited registrars subject to the
terms of the NSI/Registrar License and Agreement (attached as Appendix B). Such
agreement may be revised by NSI, provided however, that any such changes must
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be approved in advance by ICANN.
18. Performance and Functional Specifications for Registry Services. Unless and
until ICANN adopts different standards as a Consensus Policy pursuant to Section
4, NSI shall provide registry services to ICANN-accredited registrars meeting
the performance and functional specifications set forth in SRS specification
version 1.0.6 dated September 10, 1999, as supplemented by Appendix E. In the
event ICANN adopts different performance and functional standards for the
registry as a Consensus Policy in compliance with Section 4, NSI shall comply
with those standards to the extent practicable, provided that compensation
pursuant to the provisions of Section 20 has been resolved prior to
implementation and provided further that NSI is given a reasonable time for
implementation. In no event shall NSI be required to implement any such
different standards before 3 years from the Effective Date of this Agreement.
19. Bulk Access to Zone Files. NSI shall provide third parties bulk access to
the zone files for .com, .net, and .org TLDs on the terms set forth in the zone
file access agreement (attached as Appendix D). Such agreement may be revised by
NSI, provided however, that any such changes must be approved in advance by
ICANN.
20. Price for Registry Services. The price(s) to accredited registrars for
entering initial and renewal SLD registrations into the registry database and
for transferring a SLD registration from one accredited registrar to another
will be as set forth in Section 5 of Appendix B, Registrar License and
Agreement. These prices shall be increased through an amendment to this
Agreement as approved by ICANN and NSI, such approval not to be unreasonably
withheld, to reflect demonstrated increases in the net costs of operating the
registry arising from (1) ICANN policies adopted after the date of this
Agreement, or (2) legislation specifically applicable to the provision of
Registry Services adopted after the date of this Agreement, to ensure that NSI
recovers such costs and a reasonable profit thereon; provided that such
increases exceed any reductions in costs arising from (1) or (2) above.
21. Additional NSI Obligations.
(A) NSI shall provide all licensed Accredited Registrars (including
NSI acting as registrar) with equivalent access to the Shared
Registration System. NSI further agrees that it will make a
certification to ICANN every six months, using the objective criteria
set forth in Appendix F that NSI is providing all licensed Accredited
Registrars with equivalent access to its registry services.
(B) NSI will ensure, in a form and through ways described in Appendix
F that the revenues and assets of the registry are not utilized to
advantage NSI's registrar activities to the detriment of other
registrars.
22. Designation of Successor Registry.
(A) Not later than one year prior to the end of the term of this
Agreement, ICANN shall, in accordance with Section 4, adopt an open,
transparent procedure for designating a Successor Registry. The
requirement that this procedure be opened one year prior to the end of
the Agreement shall be waived in the event that the Agreement is
terminated prior to its expiration.
(B) NSI or its assignee shall be eligible to serve as the Successor
Registry and neither the procedure established in accordance with
subsection (A) nor the fact that NSI is the incumbent shall
disadvantage NSI in comparison to other entities seeking to serve as
the Successor Registry.
(C) If NSI or its assignee is not designated as the Successor
Registry, NSI or its assignee shall
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cooperate with ICANN and with the Successor Registry in order to
facilitate the smooth transition of operation of the registry to
Successor Registry. Such cooperation shall include the timely transfer
to the Successor Registry of an electronic copy of the registry
database and of a full specification of the format of the data.
(D) ICANN shall select as the Successor Registry the eligible party
that it reasonably determines is best qualified to perform the
registry function under terms and conditions developed as a Consensus
Policy, taking into account all factors relevant to the stability of
the Internet, promotion of competition, and maximization of consumer
choice, including without limitation: functional capabilities and
performance specifications proposed by the eligible party for its
operation of the registry, the price at which registry services are
proposed to be provided by the party, relevant experience of the
party, and demonstrated ability of the party to handle operations at
the required scale. ICANN shall not charge any additional fee to the
Successor Registry.
(E) In the event that a party other than NSI or its assignee is
designated as the Successor Registry, NSI shall have the right to
challenge the reasonableness of ICANN's failure to designate NSI or
its assignee as the Successor Registry under the provisions of Section
13 of this Agreement.
23. Expiration of this Agreement. The Expiration Date shall be four years after
the Effective Date, unless extended as provided below. In the event that NSI
completes the legal separation of ownership of its Registry Services business
from its registrar business by divesting all the assets and operations of one of
those businesses within 18 months after Effective Date to an unaffiliated third
party that enters an agreement enforceable by ICANN and the Department of
Commerce (i) not to be both a registry and a registrar in the Registry TLDs, and
(ii) not to control, own or have as an affiliate any individual(s) or
entity(ies) that, collectively, act as both a registry and a registrar in the
Registry TLDs, the Expiration Date shall be extended for an additional four
years, resulting in a total term of eight years. For the purposes of this
Section, "unaffiliated third party" means any entity in which NSI (including its
successors and assigns, subsidiaries and divisions, and their respective
directors, officers, employees, agents and representatives) does not have
majority equity ownership or the ability to exercise managerial or operational
control, either directly or indirectly through one or more intermediaries.
"Control," as used in this Section 23, means any of the following: (1)
ownership, directly or indirectly, or other interest entitling NSI to exercise
in the aggregate 25% or more of the voting power of an entity; (2) the power,
directly or indirectly, to elect 25% or more of the board of directors (or
equivalent governing body) of an entity; or (3) the ability, directly or
indirectly, to direct or cause the direction of the management, operations, or
policies of an entity.
24. Withdrawal of Recognition of ICANN by the Department of Commerce. In the
event that, prior to the expiration or termination of this Agreement under
Section 14 or 16(C), the United States Department of Commerce withdraws its
recognition of ICANN as NewCo under the Statement of Policy pursuant to the
procedures set forth in Section 5 of Amendment 1 (dated November __, 1999) to
the Memorandum of Understanding between ICANN and the Department of Commerce,
this Agreement shall terminate.
25. Assignment of Registry Assets. NSI may assign and transfer its registry
assets in connection with the sale of its registry business only with the
approval of the Department of Commerce.
26. Option to Substitute Generic Agreement. At NSI's option, it may substitute
any generic ICANN/Registry agreement that may be adopted by ICANN for this
Agreement; provided, however, that Sections 16, 19, 20, 21, 23, 24, and 25 of
this Agreement will remain in effect following any such election by NSI.
27. Notices, Designations, and Specifications. All notices to be given under
this Agreement shall be given in
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writing at the address of the appropriate party as set forth below, unless that
party has given a notice of change of address in writing. Any notice required by
this Agreement shall be deemed to have been properly given when delivered in
person, when sent by electronic facsimile, or when scheduled for delivery by
internationally recognized courier service. Designations and specifications by
ICANN under this Agreement shall be effective when written notice of them is
deemed given to Registry.
If to ICANN, addressed to:
Internet Corporation for Assigned Names and Numbers
0000 Xxxxxxxxx Xxx, Xxxxx 000
Xxxxxx Xxx Xxx, Xxxxxxxxxx 00000
Telephone: 1/310/000-0000
Facsimile: 1/310/823-8649
Attention: Chief Executive Officer
If to Registry, addressed to:
1. Network Solutions, Inc.
000 Xxxxxxx Xxxx Xxxxx
Xxxxxxx, XX 00000
Telephone: 1/703/000-0000
Facsimile: 1/703/742-3386
Attention: General Counsel
2. Network Solutions, Inc.
000 Xxxxxxx Xxxx Xxxxx
Xxxxxxx, XX 00000
Telephone: 1/703/000-0000
Facsimile: 1/703/742-3386
Attention: Registry General Manager
28. Dates and Times. All dates and times relevant to this Agreement or its
performance shall be computed based on the date and time observed in Los
Angeles, California, USA.
29. Language. All notices, designations, and specifications made under this
Agreement shall be in the English language.
30. Entire Agreement. This Agreement constitutes the entire agreement of the
parties hereto pertaining to the registry for the Registry TLDs and supersedes
all prior agreements, understandings, negotiations and discussions, whether oral
or written, between the parties on that subject. This Agreement is intended to
coexist with any Registrar Accreditation Agreement between the parties.
31. Amendments and Waivers. No amendment, supplement, or modification of this
Agreement or any provision hereof shall be binding unless executed in writing by
both parties. No waiver of any provision of this Agreement shall be binding
unless evidenced by a writing signed by the party waiving compliance with such
provision. No waiver of any of the provisions of this Agreement shall be deemed
or shall constitute a waiver of any other provision hereof, nor shall any such
waiver constitute a continuing waiver unless otherwise expressly provided.
32. Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in duplicate by their duly authorized representatives.
INTERNET CORPORATION FOR ASSIGNED NAMES AND NUMBERS
By:__________________________
Xxxxxxx X. Xxxxxxx
Interim President and CEO
Date: _______________________
NETWORK SOLUTIONS, INC.
By:__________________________
Date: ________________________
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PAGE UPDATED 28-SEPTEMBER-1999
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[NETWORK SOLUTIONS LOGO]
TENTATIVE AGREEMENTS AMONG ICANN, THE U.S.
DEPARTMENT OF COMMERCE, AND NETWORK SOLUTIONS, INC.
(Posted September 28, 1999)
--------------------------------------------------------------------------------
[NOTE: ICANN HAS POSTED THE FOLLOWING DOCUMENT FOR PUBLIC REVIEW AND COMMENT.
TO SUBMIT COMMENTS, CLICK HERE.]
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APPENDIX D
ZONE FILE ACCESS AGREEMENT
000 Xxxxxxx Xxxx Xxxxx - Xxxxxxx, Xxxxxxxx, XXX 00000
Telephone x0-000-000-0000 - Fax x0-000-000-0000
AGREEMENT
1. PARTIES
The User named in this Agreement hereby contracts with Network Solutions, Inc.
("Network Solutions") for a non-exclusive, non-transferable, limited right to
access Internet host xx.xxxxxxxx.xxx, or other servers designated by Network
Solutions from time to time, and to transfer a copy of the described Data to the
User's Internet Host machine specified below, under the terms of this Agreement.
Upon execution of this Agreement by Network Solutions, Network Solutions will
return a copy of this Agreement to you for your records with your UserID and
Password entered in the spaces set forth below.
2. USER INFORMATION
(a) User:
-----------------------------------------------------------------
(b) Contact Person:
-------------------------------------------------------
(c) Street Address:
-------------------------------------------------------
(d) City, State or Province:
----------------------------------------------
(e) Country and Postal Code:
----------------------------------------------
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(f) Telephone Number:
-----------------------------------------------------
(including area/country code)
(g) Fax Number:
-----------------------------------------------------
(including area/country code)
(h) E-Mail Address:
-----------------------------------------------------
(i) Specific Internet host machine which will be used to access Network
Solutions' server to transfer copies of the Data:
Name:
-----------------------------------------------------------------
IP Address:
------------------------------------------------------------
(j) Purpose(s) for which the Data will be used: During the term of this
Agreement, you may use the data for any legal purpose, not prohibited under
Section 4 below. You may incorporate some or all of the Data in your own
products or services, and distribute those products or services for a
purpose not prohibited under Section 4 below.
3. TERM
This Agreement is effective for a period of three (3) months from the date
of execution by Network Solutions (the "Initial Term"). Upon conclusion of
the Initial Term this Agreement will automatically renew for successive
three month renewal terms (each a "Renewal Term") until terminated by
either party as set forth in Section 12 of this Agreement or one party
provides the other party with a written notice of termination at least
seven (7) days prior to the end of the Initial Term or the then current
Renewal Term.
NOTICE TO USER: CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS. YOU MAY
USE THE USER ID AND ASSOCIATED PASSWORD PROVIDED IN CONJUNCTION WITH THIS
AGREEMENT ONLY TO OBTAIN A COPY OF NETWORK SOLUTIONS' AGGREGATED .COM,
.ORG, AND .NET TOP LEVEL DOMAIN ("TLD") ZONE FILES, AND ANY ASSOCIATED
ENCRYPTED CHECKSUM FILES (COLLECTIVELY THE "DATA"), VIA THE FILE TRANSFER
PROTOCOL ("FTP") PURSUANT TO THESE TERMS.
4. GRANT OF ACCESS
Network Solutions grants to you a non-exclusive, non-transferable, limited
right to access Internet host xx.xxxxxxxx.xxx, or such other servers
designated by Network Solutions from time to time, and to transfer a copy
of the Data to the Internet host machine identified in Section 2 of this
Agreement no more than once per 24 hour period using FTP for the purposes
described in the next following sentence. You agree that you will use this
Data only for lawful purposes but that, under no circumstances will you use
this Data to: (1) allow, enable, or otherwise support the transmission of
unsolicited, commercial e-mail (spam) to entities other than your own
existing customers; (2) enable high volume, automated, electronic processes
that apply to Network Solutions (or its systems) for large numbers of
domain names; or (3) enable high volume, automated, electronic, repetitive
queries against Network Solutions' Whois database or Whois databases of
third parties. Network Solutions reserves the right, with the approval of
the U.S. Department of Commerce, which shall not unreasonably be
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withheld, to specify additional specific categories of prohibited uses by
giving you reasonable written notice at any time and upon receiving such
notice you shall not make such prohibited use of the Data you obtain under
this Agreement. You agree that you will only copy the Data you obtain under
this Agreement into a machine-readable or printed form as necessary to use
it in accordance with this Agreement in support of your use of the Data.
You agree that you will comply with all applicable laws and regulations
governing the use of the Data. You agree to take all reasonable steps to
protect against unauthorized access to, use and disclosure of the Data you
obtain under this Agreement. Except as provided in Section 2(j) above, you
agree not to distribute the Data you obtained under this Agreement or any
copy thereof to any other party without the express prior written consent
of Network Solutions.
5. FEE
You agree to remit in advance to Network Solutions a quarterly fee of $0
(USD) for the right to access the files during either the Initial Term or
Renewal Term of this Agreement. Network Solutions reserves the right to
adjust this fee on thirty days' prior notice to reflect a change in the
cost of providing access to the files.
6. PROPRIETARY RIGHTS
You agree that no ownership rights in the Data are transferred to you under
this Agreement. You agree that any copies of the Data that you make will
contain the same notice that appears on and in the Data obtained under this
Agreement.
7. METHOD OF ACCESS
Network Solutions reserves the right, with the approval of the U.S.
Department of Commerce, which shall not unreasonably be withheld, to change
the method of access to the Data at any time. You also agree that, in the
event of significant degradation of system processing or other emergency,
Network Solutions may, in its sole discretion, temporarily suspend access
under this Agreement in order to minimize threats to the operational
stability and security of the Internet and the NSI system.
8. NO WARRANTIES
The Data is being provided "as-is." Network Solutions disclaims all
warranties with respect to the Data, either expressed or implied, including
but not limited to the implied warranties of merchantability, fitness for a
particular purpose and non-infringement of third party rights. Some
jurisdictions do no allow the exclusion of implied warranties or the
exclusion or limitation of incidental or consequential damages, so the
above limitations or exclusions may not apply to you.
9. SEVERABILITY
In the event of invalidity of any provision of this Agreement, the parties
agree that such invalidity shall not affect the validity of the remaining
provisions of this Agreement.
10. NO CONSEQUENTIAL DAMAGES
In no event shall Network Solutions be liable to you for any consequential,
special, incidental or indirect damages of any kind arising out of the use
of the Data or the termination of this Agreement, even if Network Solutions
has been advised of the possibility of such damages.
11. GOVERNING LAW
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This Agreement shall be governed and construed in accordance with the laws
of the Commonwealth of Virginia. You agree that any legal action or other
legal proceeding relating to this Agreement or the enforcement of any
provision of this Agreement shall be brought or otherwise commenced in the
state or federal courts located in the eastern district of the Commonwealth
of Virginia. You expressly and irrevocably agree and consent to the
personal jurisdiction and venue of the federal and states courts located in
the eastern district of the Commonwealth of Virginia (and each appellate
court located therein). The United Nations Convention on Contracts for the
International Sale of Goods is specifically disclaimed.
12. TERMINATION
You may terminate this Agreement at any time by erasing the Data you
obtained under this Agreement from your Internet host machine together with
all copies of the Data and providing written notice of your termination to
Network Solutions, Attention: Registry, Customer Affairs, 000 Xxxxxxx Xxxx
Xxxxx, Xxxxxxx, Xxxxxxxx 00000. Network Solutions has the right to
terminate this Agreement immediately if you fail to comply with any term or
condition of this Agreement. You agree upon receiving notice of such
termination of this Agreement by Network Solutions or expiration of this
Agreement to erase the Data you obtained under this Agreement together with
all copies of the Data.
13. ENTIRE AGREEMENT
This is the entire agreement between you and Network Solutions concerning
access and use of the Data, and it supersedes any prior agreements or
understandings, whether written or oral, relating to access and use of the
Data.
Network Solutions, Inc. User
-------------------------------
By: By:
---------------------------------- -------------------------------
(sign) (sign)
Name: Name:
--------------------------------- -------------------------------
(print) (print)
Title: Title:
------------------------------- ------------------------------
Date: Date:
--------------------------------- ------------------------------
ASSIGNED USERID AND PASSWORD
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(TO BE ASSIGNED BY NETWORK SOLUTIONS UPON EXECUTION OF THIS AGREEMENT):
USERID: PASSWORD:
------------------------------ --------------------------
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PAGE MODIFIED 28-SEPTEMBER-1999
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APPENDIX E
1. Changes to the Shared Registration System beyond RRP Version 1.06, dated
September 10, 1999.
Network Solutions, Inc. ("Network Solutions") may issue periodic patches,
updates or upgrades to the Software, RRP or APIs ("Licensed Product")
licensed under the Registrar License and Agreement (the "Agreement") that
will enhance functionality or otherwise improve the Shared Registration
System under the Agreement. For the purposes of this Exhibit E, the
following terms have the associated meanings set forth herein. (1) A
"Patch" means minor modifications to the Licensed Product made by Network
Solutions during the performance of error correction services. A Patch does
not constitute a Version. (2) An "Update" means a new release of the
Licensed Product which may contain error corrections, minor enhancements,
and, in certain circumstances, major enhancements, and which is indicated
by a change in the digit to right of the decimal point in the version
number of the Licensed Product. (3) An "Upgrade" means a new release of the
Licensed Product which involves the addition of substantial or
substantially enhanced functionality and which is indicated by a change in
the digit to the left of the decimal point in the version of the Licensed
Product. (4) A "Version" means the Licensed Product identified by any
single version number. Each Update and Upgrade causes a change in Version.
Patches do not require corresponding changes to client applications
developed, implemented, and maintained by each Registrar. Updates may
require changes to client applications by each Registrar in order to take
advantage of the new features and/or capabilities and continue to have
access to the Shared Registration System. Upgrades require changes to
client applications by each Registrar in order to take advantage of the new
features and/or capabilities and continue to have access to the Shared
Registration System.
Network Solutions, in its sole discretion, will deploy Patches during
scheduled and announced Shared Registration System maintenance periods. For
Updates and Upgrades, Network Solutions will give each Registrar at least
sixty (60) days' notice prior to deploying the Updates and Upgrades into
the production environment. Such notice will include an initial thirty (30)
days' notice before deploying the Update that requires changes to client
applications or the Upgrade into the Operational Test and Evaluation
("OT&E") environment to which all Registrars have access. Network Solutions
will maintain the Update or Upgrade in the OT&E environment for at least
thirty (30) days, to allow each Registrar the opportunity to modify its
client applications and complete testing, before implementing the new code
in the production environment.
2.Planned Software Releases.
Network Solutions will make the following changes to the Licensed Product
by the following dates:
September 30, 1999: Deployment of a Patch that permits Registrars
to access reporting data and a support utility. The September 30,
1999 Patch will not require modifications to the client
applications developed by the Registrars; hence, there will not
be a 30-day OT&E period.
November 20, 1999: Deployment of an Update that is a change to
the RRP. The November 20, 1999 Update is planned to be introduced
into the OT&E environment not later than October 20, 1999.
0.Xxx Architectural Features.
Network Solutions will use its best commercial efforts to develop and
implement two additional modifications to the Licensed Product by January
15, 2000 as follows:
(1) Network Solutions will issue an Upgrade to the Licensed Product
that will enable a
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Registrar to accept initial domain name registrations or renewals
of a minimum of one year in length, or in multiples of one year
increments, up to a maximum of ten (10) years.
(2) Network Solutions will issue an Upgrade to the Licensed Product
that will enable Registrars to accept the addition of one additional
year to a registrant's "current" registration period when a registrant
changes from one Registrar to another.
Registrars will be able to offer these new features only for new
registrations or renewals occurring after the Upgrade is deployed. Both
Upgrades will be introduced into the OT&E environment for testing prior to
deployment.
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PAGE UPDATED 28-SEPTEMBER-1999
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APPENDIX F
EQUIVALENT ACCESS CERTIFICATION
Network Solutions, acting in its capacity as the "Registry" makes the following
certification:
1. All Registrars (including Network Solutions as a Registrar) connect to
the Shared Registration System Gateway via the Internet by utilizing
the same maximum number of IP addresses and SSL certificate
authentication.
2. The Registry has made the current version of the Registrar toolkit
software accessible to all Registrars and has made any updates
available to all Registrars on the same schedule.
3. All Registrars have the same level of access to Registry customer
support personnel via telephone, e-mail and the Registry website.
4. All Registrars have the same level of access to the Network Solutions
Registry resources to resolve Registry/Registrar or
Registrar/Registrar disputes and technical and/or administrative
customer service issues.
5. All Registrars have the same level of access to Registry-generated
data to reconcile their registration activities from Registry Web and
ftp servers.
6. All Registrars may perform basic automated registrar account
management functions using the same Registrar tool made available to
all Registrars by the Registry.
7. The Shared Registration System does not include any algorithms or
protocols that differentiate among Registrars with respect to
functionality, including database access, system priorities and
overall performance.
8. All Registry-assigned personnel have been directed not to give
preferential treatment to any particular Registrar.
9. I have taken reasonable steps to verify that the foregoing
representations are being complied with.
This Certification is dated this the day of , .
---- ------- -----
Network Solutions, Inc.
By:
---------------------
Name: Xxxxx Xxxxxxxx
Title: General Manager, Network Solutions Registry
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APPENDIX F
NETWORK SOLUTIONS REGISTRY
ORGANIZATIONAL CONFLICT OF INTEREST COMPLIANCE PLAN
Network Solutions has implemented the following organizational, physical and
procedural safeguards to ensure that revenues and assets of the Network
Solutions Registry business are not utilized to advantage the Network Solutions
Registrar business to the detriment of other competing registrars. Network
Solutions recognizes the potential for organizational conflicts of interest
("OCI") between the Registry and Registrar businesses and has placed these
generally accepted, US Government recognized safeguards in place to avoid
operational issues.
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I. NSI ORGANIZATIONAL STRUCTURE
In recognition of potential OCI, Network Solutions established organization
barriers by separating Network Solutions' Registry, Registrar and Information
Technology Services businesses into separate profit and loss ("P&L") centers,
each with its own General Manager. Each General Manager reports directly to the
Chief Executive Officer of Network Solutions and has dedicated direct reporting
employees in the finance, marketing, engineering, customer affairs and customer
service functions, as appropriate. Each P&L employee is dedicated to the line of
business for which he/she directly works.
The corporate administrative support functions under the Chief Financial
Officer, Chief Information Officer, Chief Technology Officer, and General
Counsel provide support to each line of business on a cost allocated basis or a
dedicated project accounting basis. These officers and the Chief Executive
Officer will be compensated based on consolidated financial results, versus
Registrar or Registry results.
The Registry General Manager has authority over all operational decisions and is
the business owner of this compliance plan. The Registry employs a Compliance
Officer to administer day-to-day oversight and administration of this plan.
The Network Solutions General Counsel's office employs an overall OCI compliance
function to oversee corporate adherence to the Plan and to resolve potential
conflicts or actual conflicts among Network Solutions functions.
II. FINANCIAL SEPARATION
The Registry business accounts for its own costs, revenues, cash flow, etc. as a
separate P&L center, using separate and distinct systems and accounting
functions. Reasonable and independently auditable internal accounting controls
are in place to ensure the adequacy of these systems and functions. The
individual financial statements of each P&L center are then consolidated at the
corporate level for tax and SEC reporting.
III. LOCATION CHANGE
To further separate businesses and, among other things, ensure that the risk of
inadvertent disclosure of sensitive information is effectively mitigated,
Network Solutions has relocated the Registry and Registrar businesses to
separate facilities.
IV. PHYSICAL BARRIERS
Each NSI business unit employee has a security badge that will provide him/her
access only to the facility he/she works in and the Network Solutions
headquarters facility. At the Registry facility, only Registry-assigned
personnel ("Registry Personnel") will have regular badge access to the premises
and any other person will be treated as a visitor to the facility and will gain
access only through established visitor
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sign-in and identification badge procedures.
V. ACCESS TO THE REGISTRY
The Registry business provides access to all Registry customers through the
following mechanisms and separates Registry Systems and information from NSI
Registrar Systems and information through these processes:
1. All Registrars (including Network Solutions as a Registrar) connect to
the Shared Registration System Gateway via the Internet by utilizing
the same maximum number of IP addresses and SSL certificate
authentication.
2. All Registrars have access to Registry-generated data to reconcile
their registration activities from Registry Web and ftp servers. All
Registrars may perform basic automated registrar account management
functions using the same Registrar tool made available to all
Registrars by the Registry.
3. The Shared Registration System does not include any algorithms that
differentiate among Registrars with respect to functionality,
including database access, system priorities and overall performance.
4. Network Solutions as Registrar will not be given any access to the
Registry not available to any other Registrar.
5. Any information regarding the technical interface of
Registry/Registrar operations will be made equally available to all
Registrars.
VI. INFORMATION CONTROL
The Registry has in place various procedural safeguards to ensure that data and
information of the Registry business are not utilized to advantage the Network
Solutions Registrar business. Network Solutions has adopted a policy regarding
the marking, access and dissemination of business sensitive information (Exhibit
A). This policy requires employees to mark all sensitive information as
"Registry Sensitive Information." Furthermore, the policy requires that all
sensitive information be limited in access and disseminated only to those
Registry Personnel and other personnel who are identified to have a legitimate
"need to know," which shall not include Registrar-assigned personnel. The
Registry General Manager maintains a matrix that dictates who can access
particular categories of Registry Sensitive information. All sensitive
information is secured in an appropriate manner to ensure confidentiality and
security. Consent of the Registry General Manager is required prior to release
of financial or statistical information relating to the Registry business.
VII. TRAINING
All Registry Personnel and other employees who have a need to know Registry
business undergo a formal OCI Training Program, developed by the Registry
Compliance Officer, providing the staff members with a clear understanding of
this Plan and the staff members' responsibility under the plan. OCI training is
required before any potential staff member is given an assignment or access to
Registry material. OCI refresher training is given on an annual basis.
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VIII. NON-DISCLOSURE AGREEMENTS/OCI AVOIDANCE CERTIFICATIONS
Upon completion of the training program, all Registry Personnel and other
employees who have a need to know Registry business, are required to sign a
non-disclosure agreement (Exhibit B) and a Registry Business OCI Avoidance
Certification (Exhibit C) acknowledging his/her understanding of the OCI
requirements, and certifying that he/she will strictly comply with the
provisions of the OCI Plan. The signed agreements are maintained in the program
files and the individual's personnel file. Each staff member acknowledges
verification of the annual refresher training required by this Plan.
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Exhibit A
[NETWORK SOLUTIONS LOGO]
POLICY/PROCEDURE NO. A-1
PAGE 1 OF 3
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TITLE: Access and Dissemination of Proprietary Information DATE:
September 24, 1999
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APPROVED: Xxx Xxxx, Chief Executive Officer
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1. PURPOSE: To establish policies (i) for the protection of Proprietary
Information developed by and/or in the possession of Network Solutions, Inc.
("Network Solutions"), and (ii) for the protection of Sensitive Information of
the Registry Business to ensure that the revenue and assets of the Registry
Business are not utilized to advantage the Registrar Business to the detriment
of other competing registrars.
2. SCOPE: This policy is applicable to all employees of Network Solutions.
3. DEFINITIONS:
3.1 Proprietary Information. Financial, personnel, technical, or business
information owned or possessed by Network Solutions which has not been
authorized for public release. Such information is frequently referred
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to as "Proprietary Information," "Confidential Information" or "Privileged
Information."
3.2 Registry Sensitive Information. Proprietary Information or other financial,
personnel, technical, or business information owned or possessed by Network
Solutions relating to its Registry business which could be utilized to advantage
the Network Solutions Registrar business to the detriment of other competing
registrars. Examples are found in Attachment 1.
3.3 Registrar Sensitive Information. Proprietary Information or other financial,
personnel, technical, or business information owned or possessed by Network
Solutions relating to its Registrar business.
3.4 Computer Software. Computer programs and computer databases.
3.5 Computer Software Documentation. Technical data, including computer listing
and printouts, in human-readable form which (i) document the design or details
of computer software, (ii) explain the capabilities of the software, or (iii)
provide instructions for using the software to obtain desired results from a
computer.
4. PROCEDURES FOR PROTECTION OF PROPRIETARY INFORMATION:
4.1 Responsibility. Managers are responsible for identifying Proprietary
Information, Registry Sensitive Information and Registrar Sensitive Information
developed, produced or possessed by their business unit and for instructing
employees reporting to them regarding the proper handling and safeguarding of
such information. Each Network Solutions employee should exercise reasonable
care to protect Proprietary Information, Registry Sensitive Information and
Registrar Sensitive Information from unauthorized or inadvertent disclosure.
4.2 Disclosure. It is recognized that there are occasions to disclose
Proprietary Information to outsiders. Such disclosure should not be made without
the prior written approval of an authorized Corporate officer of Network
Solutions. Advice from Corporate counsel should be obtained on all questions
relating to the identification or releasing of Proprietary Information, Registry
Sensitive Information or Registrar Sensitive Information.
4.3 Marking of Documents. Employees should, as a matter of routine, mark each
document containing Proprietary Information, Registry Sensitive Information or
Registrar Sensitive Information with one of the markings described below at the
time the document is produced. Computer tapes and other recorded material should
be identified by proper labeling which is visible to the ordinary person while
the material is being stored. In addition, all such material should have a
warning notice at the beginning of the material to ensure the user is forewarned
about the proprietary or sensitive nature of its contents (as soon as access is
afforded to a computer tape or at the beginning of a sound recording, etc.).
4.3.1 Internal Documents
On internal documents (reports, memoranda, drawings, etc.) the applicable
following legend shall be put at the top or bottom of the first page or, in
the case of drawings, in the space provided for such legends. The "need to
know" principle shall be the guideline when divulging Proprietary
Information or Sensitive Information internally.
NETWORK SOLUTIONS PROPRIETARY INFORMATION
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THE INFORMATION ON THIS DOCUMENT IS PROPRIETARY TO NETWORK SOLUTIONS. IT
MAY NOT BE USED, REPRODUCED OR DISCLOSED WITHOUT THE WRITTEN APPROVAL OF
NETWORK SOLUTIONS.
NETWORK SOLUTIONS REGISTRY SENSITIVE INFORMATION
THE INFORMATION ON THIS DOCUMENT IS PROPRIETARY TO NETWORK SOLUTIONS AND
NETWORK SOLUTIONS' REGISTRY BUSINESS. IT MAY NOT BE USED, REPRODUCED OR
DISCLOSED WITHOUT THE WRITTEN APPROVAL OF THE GENERAL MANAGER OF THE
NETWORK SOLUTIONS REGISTRY BUSINESS.
NETWORK SOLUTIONS REGISTRAR SENSITIVE INFORMATION
THE INFORMATION ON THIS DOCUMENT IS PROPRIETARY TO NETWORK SOLUTIONS AND
NETWORK SOLUTIONS' REGISTRAR BUSINESS. IT MAY NOT BE USED, REPRODUCED OR
DISCLOSED WITHOUT THE WRITTEN APPROVAL OF THE GENERAL MANAGER OF THE
NETWORK SOLUTIONS REGISTRAR BUSINESS.
4.3.2 Documents for External Distribution
A. Reports and Similar Documents
The following legend shall be typed or stamped on the cover and/or
title page of reports or on the face of other documentation provided
to others:
NETWORK SOLUTIONS PROPRIETARY INFORMATION
THIS DOCUMENT IS THE PROPERTY OF NETWORK SOLUTIONS, INC. IT MAY BE
USED BY RECIPIENT ONLY FOR THE PURPOSE FOR WHICH IT WAS TRANSMITTED
AND SHALL BE RETURNED UPON REQUEST OR WHEN NO LONGER NEEDED BY
RECIPIENT. IT MAY NOT BE COPIED OR COMMUNICATED WITHOUT THE PRIOR
WRITTEN CONSENT OF NETWORK SOLUTIONS.
B. Letters
On letters to outsiders which contain Proprietary Information, the
following statement or equivalent shall appear in the text:
INFORMATION CONTAINED HEREIN IS NETWORK SOLUTIONS PROPRIETARY
INFORMATION AND IS MADE AVAILABLE TO YOU BECAUSE OF YOUR INTEREST IN
OUR COMPANY (OR PROGRAM, ETC.). THIS INFORMATION IS SUBMITTED IN
CONFIDENCE AND ITS DISCLOSURE TO YOU IS NOT INTENDED TO CONSTITUTE
PUBLIC DISCLOSURE OR AUTHORIZATION FOR DISCLOSURE TO OTHER PARTIES.
C. Proposals to Commercial Companies
1.A restrictive legend such as the following shall be placed on
the title page of each volume of the proposal:
NETWORK SOLUTIONS, INC.'S (NSI'S) PROPOSAL, WHICH FOLLOWS,
CONTAINS INFORMATION AND DATA THAT ARE PRIVILEGED AND/OR
CONFIDENTIAL TO NSI. THIS INFORMATION AND DATA ARE NOT MADE
AVAILABLE FOR PUBLIC REVIEW
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AND ARE SUBMITTED VOLUNTARILY TO XYZ COMPANY NAME ONLY FOR
PURPOSES OF REVIEW AND EVALUATION IN CONNECTION WITH THIS
PROPOSAL. NO OTHER USE OF THE INFORMATION AND DATA CONTAINED
HEREIN IS PERMITTED WITHOUT THE EXPRESS WRITTEN PERMISSION OF
NSI. INFORMATION AND DATA CONTAINED HEREIN IS PROTECTED BY THE
VIRGINIA TRADE SECRETS ACT, AS CODIFIED, AND ANY IMPROPER USE,
DISTRIBUTION, OR REPRODUCTION IS SPECIFICALLY PROHIBITED. NO
LICENSE OF ANY KIND WHATSOEVER IS GRANTED TO ANY THIRD PARTY TO
USE THE INFORMATION AND DATA CONTAINED HEREIN UNLESS A WRITTEN
AGREEMENT EXISTS BETWEEN NSI AND THE THIRD PARTY WHICH DESIRES
ACCESS TO THE INFORMATION AND DATA. UNDER NO CONDITION SHOULD THE
INFORMATION AND DATA CONTAINED HEREIN BE PROVIDED IN ANY MANNER
WHATSOEVER TO ANY THIRD PARTY WITHOUT THE PRIOR WRITTEN
PERMISSION OF NSI. THE DATA SUBJECT TO THIS RESTRICTION IS
CONTAINED IN PAGES ________.
2.Each page of the proposal which contains Proprietary
Information shall be marked as follows:
Use or disclosure of proposal information is subject to the
restriction on the title page of this proposal.
D. Proprietary Information Released Pursuant to Contract
When Proprietary Information is exchanged between Network Solutions
and another company, a Confidentiality Agreement or Non-Disclosure
Agreement shall be executed by the parties concerned.
1.The parties will designate in writing one or more individuals
within their own organization as the only person(s) authorized to
receive Proprietary Information exchanged between the parties
pursuant to this Agreement (see Attachment 2 for a sample
agreement).
2.All information which the disclosing party claims as
proprietary shall be received in writing, clearly identified as
proprietary, and delivered personally or by mail addressed to
individuals designated above to receive the Proprietary
Information.
5. SAFEKEEPING
When not in use, Proprietary Information, Registry Sensitive Information or
Registrar Sensitive Information should be stored in a locked desk, cabinet or
file. Such material should not be left unattended during the workday and should
be turned face down in the presence of visitors or employees who have no need to
know.
6. DESTRUCTION
Burning, shredding or comparable methods should be used for the destruction of
Proprietary Information, Registry Sensitive Information or Registrar Sensitive
Information.
7. TERMINATING EMPLOYEES
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Terminating employees should be reminded of their responsibilities and
obligations in protecting Proprietary Information as outlined in Administrative
Policy A-3, "Standards of Business Ethics and Conduct." Permission to retain
such information after termination must be in writing and approved by the
Network Solutions General Counsel prior to removal.
8. THIRD-PARTY PROPRIETARY INFORMATION
Proprietary Information received from other companies through contractual or
pre-contractual relationships will be afforded the same level of protection
given to Network Solutions' Proprietary Information.
9. QUESTIONS
Questions concerning implementation or interpretation of this policy should be
referred to the appropriate General Manager or the General Counsel.
--------------------------------------------------------------------------------
ATTACHMENT 1
EXAMPLES OF REGISTRY SENSITIVE INFORMATION
A. ENGINEERING INFORMATION
Engineering information, including schematics, code, and engineering notes
should be considered Registry Sensitive Information.
B. STATISTICAL INFORMATION
Some statistical information will be available for public consumption. Such
information does not require any special treatment, so long as neither the
Network Solutions Registrar nor Registry does not receive any preferential
treatment (e.g., early access to such information). Other statistics, such as
numbers of registrations, transfers, etc., performed by each registrar, as well
as processing times, numbers of failures or any information that is trending
negative or contains negative performance factors not generally available to the
public should be considered either Registry Sensitive Information or Registrar
Sensitive Information, as applicable.
One area of statistical data that is deserving of special attention is Registry
information pertaining to the numbers of registrations, transfers, etc.,
performed by each registrar. All such information is Registry Sensitive
Information and will be treated accordingly. Unless otherwise approved,
registration activity information must be protected from disclosure to any
registrar other than the registrar to which the information refers. Such
protection extends to precluding Network Solutions' Board of Directors, Chief
Executive Officer, Chief Financial Officer, and the General Manager of the
Registrar business from access to Registry Sensitive Information pertaining to
any registrar other than Network Solutions.
C. FINANCIAL INFORMATION
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Financial data related to either the NSI Registry or Registrar is Sensitive
Information and will not be released without the express consent of the
applicable General Manager, Chief Executive Officer or Chief Financial Officer
of Network Solutions. Monthly expenses and income shall be kept sensitive and
restricted from disclosure to any party other than the appropriate Registry or
Registrar staff and select members of Network Solutions' senior staff.
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ATTACHMENT 2
NON-DISCLOSURE AGREEMENT
PROPRIETARY INFORMATION
This is an Agreement, effective____________________, 199___ between Network
Solutions, Inc. (hereinafter referred to as "NSI") and____________________
(hereinafter referred to as "___________________"). It is recognized that it may
be necessary or desirable to exchange information between NSI and______________
___________________for the purpose of_______________________________
_____________________________________. With respect to the information exchanged
between the parties subsequent to this date, the parties agree as follows:
(1) "Proprietary Information" shall include, but not be limited to, performance,
sales, financial, contractual and special marketing information, ideas,
technical data and concepts originated by the disclosing party, not previously
published or otherwise disclosed to the general public, not previously available
without restriction to the receiving party or others, nor normally furnished to
others without compensation, and which the disclosing party desires to protect
against unrestricted disclosure or competitive use, and which is furnished
pursuant to this Agreement and appropriately identified as being proprietary
when furnished.
(2) In order for proprietary information disclosed by one party to the other to
be protected in accordance with this Agreement, it must be: (a) in writing or in
electronic form; (b) clearly identified as proprietary information at the time
of its disclosure by each page thereof being marked with an appropriate legend
indicating that the information is deemed proprietary by the disclosing party;
and (c) delivered by letter of transmittal, hand delivery, or electronically
transmitted to the individual designated in Paragraph 3 below, or his designee.
Where the proprietary information has not been or cannot be reduced to written
or electronic form at the time of disclosure and such disclosure is made orally
and with prior assertion of proprietary rights therein, such orally disclosed
proprietary information shall only be protected in accordance with this
Non-Disclosure Agreement provided that complete written summaries of all
proprietary aspects of any such oral disclosures shall have been delivered to
the individual identified in Paragraph 3 below, within 20 calendar days of said
oral disclosures. Neither party shall identify information as proprietary which
is not in good faith believed to be confidential, privileged, a trade secret, or
otherwise entitled to such markings or proprietary claims.
(3) In order for either party's proprietary information to be protected as
described herein, it must be submitted in written or electronic form as
discussed in Paragraph 2 above to:
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NSI
-------------------------
Name: Xxxxx X. Xxxx, Esq.
Title: Asst. General Counsel Name:
-------------------------
Address: 000 Xxxxxxx Xxxx Xxxxx Title:
-------------------------
Herndon, VA 20170 Address:
----------------------
Telephone No: (000)000-0000 Telephone No:
-----------------
FAX No: (000)000-0000 FAX No:
------------------------
(4) Each party covenants and agrees that it will keep in confidence, and prevent
the disclosure to any person or persons outside its organization or to any
unauthorized person or persons, any and all information which is received from
the other under this Non-Disclosure Agreement and has been protected in
accordance with paragraphs 2 and 3 hereof; provided however, that a receiving
party shall not be liable for disclosure of any such information if the same:
A. Was in the public domain at the time it was disclosed,
B. Becomes part of the public domain without breach of this Agreement,
C. Is disclosed with the written approval of the other party,
X. Xx disclosed after three years from receipt of the information,
E. Was independently developed by the receiving party,
F. Is or was disclosed by the disclosing party to a third party without
restriction, or
G. Is disclosed pursuant to the provisions of a court order.
As between the parties hereto, the provisions of this Paragraph 4 shall
supersede the provisions of any inconsistent legend that may be affixed to said
data by the disclosing party, and the inconsistent provisions of any such legend
shall be without any force or effect.
Any protected information provided by one party to the other shall be used only
in furtherance of the purposes described in this Agreement, and shall be, upon
request at any time, returned to the disclosing party. If either party loses or
makes unauthorized disclosure of the other party's protected information, it
shall notify such other party immediately and take all steps reasonable and
necessary to retrieve the lost or improperly disclosed information.
(5) The standard of care for protecting Proprietary Information imposed on the
party receiving such information, will be that degree of care the receiving
party uses to prevent disclosure, publication or dissemination of its own
proprietary information, but in no event less than reasonable care.
(6) Neither party shall be liable for the inadvertent or accidental disclosure
of Proprietary Information if such disclosure occurs despite the exercise of the
same degree of care as such party normally takes to preserve
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its own such data or information.
(7) In providing any information hereunder, each disclosing party makes no
representations, either express or implied, as to the information's adequacy,
sufficiency, or freedom from defect of any kind, including freedom from any
patent infringement that may result from the use of such information, nor shall
either party incur any liability or obligation whatsoever by reason of such
information, except as provided under Paragraph 4, hereof.
(8) This Non-Disclosure Agreement contains the entire agreement relative to the
protection of information to be exchanged hereunder, and supersedes all prior or
contemporaneous oral or written understandings or agreements regarding this
issue. This Non-Disclosure Agreement shall not be modified or amended, except in
a written instrument executed by the parties.
(9) Nothing contained in this Non-Disclosure Agreement shall, by express grant,
implication, estoppel or otherwise, create in either party any right, title,
interest, or license in or to the inventions, patents, technical data, computer
software, or software documentation of the other party.
(10) Nothing contained in this Non-Disclosure Agreement shall grant to either
party the right to make commitments of any kind for or on behalf of any other
party without the prior written consent of that other party.
(11) The effective date of this Non-Disclosure Agreement shall be the date upon
which the last signatory below executes this Agreement.
(12) This Non-Disclosure Agreement shall be governed and construed in accordance
with the laws of the Commonwealth of Virginia.
(13) This Non-Disclosure Agreement may not be assigned or otherwise transferred
by either party in whole or in part without the express prior written consent of
the other party, which consent shall not unreasonably be withheld. This consent
requirement shall not apply in the event either party shall change its corporate
name or merge with another corporation. This Non-Disclosure Agreement shall
benefit and be binding upon the successors and assigns of the parties hereto.
(14) Both parties agree to take all reasonable precautions to prevent any
trading in Company securities by their respective officers, directors, employees
and agents having knowledge of the proposed transaction between the parties
until the proposed transaction has been sufficiently publicly disclosed. The
parties understand and agree that until a press release is issued regarding a
proposed transaction between the parties, neither party will disclose the fact
that negotiations are taking place, except to professional advisors and to
employees of the parties on a need-to-know basis.
(15) It is further understood and agreed that money damages would not be a
sufficient remedy for any breach of this agreement by either party or any of its
representatives and that the non-breaching party shall be entitled to equitable
relief, including injunction and specific performance, as a remedy for any such
breach. Such remedies shall not be deemed to be the exclusive remedies for a
breach of this agreement but shall be in addition to all other remedies
available at law or equity. In the event of litigation relating to this
agreement, if a court of competent jurisdiction determines that either party or
any of its representatives have breached this agreement, then the breaching
party shall be liable and pay to the non-breaching party the reasonable legal
fees incurred in connection with such litigation, including an appeal therefrom.
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Network Solutions, Inc. ------------------------
By: By:
-------------------------- ------------------------------
Name: Name:
----------------------- ----------------------------
Title: Title:
---------------------- --------------------------
Date: Date:
------------------------ ----------------------------
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EXHIBIT B
NON-DISCLOSURE AGREEMENT
I understand I am an employee assigned to the Registry business of Network
Solutions, Inc. ("Network Solutions") or another employee who has a need to know
information related to the Registry Business of Network Solutions which is
proprietary, confidential or business sensitive, belonging to the Registry
Business of Network Solutions, other companies or customers of the Registry
Business ("Need to Know Employee"). I agree not to disclose or otherwise
disseminate such information to anyone other than Need to Know Employees, except
as directed, in writing, by the General Manager of the Registry Business or
his/her designee. This prohibition is specifically intended to prevent the
disclosure of any such information to Network Solutions' Registrar-assigned
personnel. I UNDERSTAND THAT DISCLOSURE OF SUCH INFORMATION TO ANYONE OTHER THAN
A NEED TO KNOW EMPLOYEE OR USE OF SUCH INFORMATION COULD RESULT IN PERSONAL
LIABILITY FOR SUCH UNAUTHORIZED USE OR DISCLOSURE.
I agree to use such proprietary, confidential and/or business sensitive
information only in the performance of requirements necessary to carry out my
duties as a Need to Know Employee , and I agree to take suitable precautions to
prevent the use or disclosure of such information to any party, other than Need
to Know Employees. I will report to the General Manager of the Registry Business
or his/her designee any potential violation of this agreement. I further agree
to surrender any and all data and information, of any type whatsoever, to the
General Manager of the Network Solutions Registry Business or his/her designee
upon the termination of my employment as an employee of Network Solutions, or my
assignment with the Network Solutions Registry Business.
I certify that I have read and fully understand this Non-Disclosure Agreement
and agree to abide by all requirements contained herein. I understand that my
strict compliance is essential to Network Solutions Registry Business, and any
violation of these requirements may result in termination of my employment.
Agreed to: Verified:
-------------------------- ---------------------------------
Employee General Manager, Registry
Date Date
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EXHIBIT C
REGISTRY BUSINESS ORGANIZATIONAL
CONFLICT OF INTEREST AVOIDANCE CERTIFICATION
I hereby certify that I have received training in and understand the
requirements of conflict of interest issues and the requirements of the
Organizational Conflict of Interest Compliance Plan of the Registry Business of
Network Solutions, Inc. I certify that I will strictly comply with the
provisions of this Plan. I understand my obligation to (i) refrain from any
activities which could pose a personal conflict of interest and (ii) report to
the General Manager of the Registry Business, any conflict, whether personal or
organizational, which is perceived or identified during the course of my
employment with the Registry Business.
CERTIFIED
-------------------------------
signature date
--------------------------------
name
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PAGE MODIFIED 28-SEPTEMBER-1999
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