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EXHIBIT 99.5
[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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AMENDMENT 19 TO COOPERATIVE AGREEMENT # NCR 92-18742
I. GENERAL
A. DEFINITIONS
1) The "Expiration Date" is the date specified in Section I.B.10 below.
2) "Accredited Registrar" means an individual or entity accredited by ICANN, or
another entity designated by the Department of Commerce, to provide registrar
services in the Registry TLDs.
3) "ICANN" refers to the Internet Corporation for Assigned Names and Numbers,
and its successors and assigns.
4) "NSI" refers to Network Solutions, Inc., and its successors and assigns.
5) "Other Services" means all services provided by NSI under this Cooperative
Agreement other than Registrar Services or Registry Services, including specific
obligations of NSI under Section I below and the provisions in Amendment 11 to
this Agreement labeled "Assistance to NewCo," "Root Servers," "Existing NSI
Customers," and "New Contracts."
6) "Personal Data" refers to data about any identified or identifiable natural
person.
7) "Registrar Accreditation Agreement" means the ICANN-NSI Registrar
Accreditation Agreement entered into contemporaneously with this Agreement, as
it may be amended from time to time.
8) "Registrar Services" mean services provided under this Cooperative Agreement
of the type provided by NSI under the Registrar Accreditation Agreement.
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9) "Registry Agreement" means the ICANN-NSI Registry Agreement entered into
contemporaneously with this Agreement, as
it may be amended from time to time.
10) "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 by the registry.
11) "Registry Services" means all services provided under this Cooperative
Agreement of the type provided by NSI under the Registry Agreement.
12) "Registry TLDs" refers to the .com, .net, and .org TLDs.
13) "SLD" refers to a second-level domain in the Registry TLDs.
14) "Term of this Agreement" runs through the earlier of the expiration or
termination of this Amendment.
15) "TLD" refers to a top-level domain in the Internet domain name system.
16) "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.
B. AGREEMENTS
The Department of Commerce and NSI agree as follows:
1. ICANN as NEWCO
NSI recognizes ICANN as NewCo in accordance with the provisions of Amendment 11.
"ICANN" shall replace the term "NewCo" wherever such reference appears in
Amendment 11 to the Cooperative Agreement.
2. NSI RELATIONSHIP WITH ICANN
A. NSI shall enter into the Registry Agreement (Appendix 1) and the
Registrar Accreditation Agreement (Appendix 2). NSI's obligations
under the Cooperative Agreement with respect to Registry Services and
Registrar Services shall be satisfied by compliance with the Registry
Agreement and the Registrar Accreditation Agreement, respectively, for
so long as those Agreements (including any renewals of those
agreements) are in effect (as determined by the dispute resolution
procedures and termination provisions of those Agreements). NSI's
obligations under the Cooperative Agreement with respect to Other
Services (and Registry Services following the expiration or
termination by NSI pursuant to Section 14 of the Registry Agreement )
shall be satisfied by compliance with this Agreement as amended.
B. If the Registry Agreement is terminated by ICANN for cause pursuant
to Section 14 of that agreement, the Department of Commerce shall be
entitled under Section I.B.8 below to terminate NSI's obligation to
provide Registry Services under the Cooperative Agreement.
C. If the Registrar Accreditation Agreement is terminated by ICANN for
cause pursuant to Section II.N of that agreement, the Department of
Commerce shall be entitled under Section I.B.8 below to terminate
NSI's obligation to provide Registrar Services under the Cooperative
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Agreement.
D. If the Registry Agreement and the Registrar Accreditation Agreement
are both terminated by ICANN for cause pursuant to Section 14 and
Section II.N of those agreements respectively, NSI's obligations to
provide Registry Services, Registrar Services, and Other Services
under the Cooperative Agreement shall terminate upon 90 days notice by
either party of its intention to terminate such services.
E. NSI shall only accept registrations in the Registry TLDs from
Accredited Registrars.
3. INTERNIC
A. Within six months from the effective date of this Amendment (the
"Transition Period"), NSI shall transfer the xxxxxxxx.xxx,
xxxxxxxx.xxx and xxxxxxxx.xxx SLD names to the Department of Commerce.
B. Until such time as NSI has completed such transfer, NSI in its
capacity as registry shall maintain and operate the InterNIC website
on behalf of the Department of Commerce, with content approved by the
Department of Commerce, as a neutral stand alone web page that shall
provide a public directory of all accredited registrars and associated
contact information (including hotlinks) and other information
regarding domain name registration services as directed by the
Department of Commerce. NSI shall activate any substitute web pages
supplied in HTML format by the Department of Commerce, during this
period, within three business days of its receipt of the substitute
web pages.
C. During the period lasting until nine months after the date of this
Amendment, the Department of Commerce will cooperate with NSI to
assure the continued availability of the xxxxxxxx.xxx SLD name for
purposes of email transmissions from registration templates to NSI.
Prior to the end of such nine month period, NSI shall modify all of
its registration templates and otherwise migrate from the use of the
term "InterNIC," or Internet addresses that reflect the term
"InterNIC," in connection with its provision of any product or
service. Thereafter, the xxxxxxxx.xxx SLD name shall not be used for
the provision of Registrar Services.
D. The Department of Commerce shall not transfer or grant a license
for the xxxxxxxx.xxx, xxxxxxxx.xxx or xxxxxxxx.xxx SLD names, or the
InterNIC mark, to any other registry or registrar for the purpose of
competing with NSI.
E. During the Transition Period, NSI will cooperate with the
Department of Commerce, or its designee, to ensure a seamless
transition and continuous operation of the InterNIC websites.
4. OTHER OBLIGATIONS OF THE PARTIES
A. The Department of Commerce will ensure that the authoritative root
will point to the TLD zone servers designated by NSI for the Registry
TLDs (Registry TLD zone server) until the earlier of the termination
of this Agreement by the Department of Commerce or termination for
cause of the Registry Agreement by ICANN pursuant to Section 14 of
that agreement.
B. The Department of Commerce acknowledges and agrees that NSI is and
will remain the registry for the Registry TLD(s) until the earlier of
the termination of this Agreement by the Department of Commerce or
termination for cause of the Registry Agreement by ICANN
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pursuant to Section 14 of that agreement.
C. Notwithstanding any changes NSI may make in the manner in which it
propagates Registry TLD Zone File Data to the Registry TLD zone
servers NSI shall continue to provide a complete zone file for
downloading at least once per day. If, in order to fulfill its
obligation to provide bulk publicaccess to zone file data, NSI is
required to incur significant additional costs to distribute complete
copies of the zone files to multiple third parties, NSI shall be
entitled to charge a reasonable cost-based fee provided such fee has
been approved in advance by the Department of Commerce, said approval
not to be unreasonably withheld.
X. XXX agrees to provide to the Department of Commerce, on a
continuing basis, and at no cost to the Department of Commerce, the
ability to access the current Registry TLD zone files.
E. In the interest of the smooth, reliable and consistent functioning
of the Internet, for so long as the Cooperative Agreement is in
effect, NSI agrees not to deploy alternative DNS root server systems.
5. ASSIGNMENT OF REGISTRY ASSETS
NSI may assign and transfer its registry assets in connection with the sale of
its registry business or for any other purpose only with the prior, written
approval of the Department of Commerce, said approval not to be unreasonably
withheld. Upon the approval of the Department of Commerce, appropriate
provisions of the Cooperative Agreement may be assigned provided that the
purchaser has agreed in a document of sale for NSI's registry assets to assume
NSI's obligations with respect to the provision of Registry Services.
6. APPROVALS
A. The Department of Commerce hereby approves the form of
certification (Appendix 3) to be submitted every six months in
fulfillment of NSI's obligations under Amendment 11 regarding NSI's
provision to all licensed Accredited Registrars of equivalent access
to its registry.
B. The Department of Commerce hereby approves the separation of NSI's
registry and registrar assets, as described in Appendix 4, in
fulfillment of NSI's obligations under Amendment 11 to ensure that the
revenues and assets of the registry are not used to financially
advantage NSI's registrar activities to the detriment of other
registrars.
C. The Department of Commerce hereby approves the Registrar License
and Agreement attached hereto as Appendix 5.
7. SPECIFIC PERFORMANCE
During the Term of this Agreement, the Department of Commerce may seek specific
performance of any provision of this Agreement, provided the Department is not
in material breach of its obligations hereunder. This provision shall not
entitle the Department of Commerce to seek specific performance of the Registry
Agreement. This provision shall not entitle the Department of Commerce to seek
specific performance of the Registrar Accreditation Agreement unless and until
and for so long as such agreement has been assigned to the Department of
Commerce by ICANN.
8. TERMINATION
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A. In the event ICANN designates a Successor Registry pursuant to
Section 22 of the Registry Agreement or terminates the Registry
Agreement pursuant to Section 14 of that agreement, the Department
agrees that upon the conclusion of the transfer when the Successor
Registry is established and operational and NSI notifies the
Department of the completion of the transfer, the Department will
relieve, release and discharge NSI from any responsibility for
Registry Services currently performed under the Cooperative Agreement
that have been transferred to the Successor Registry.
The final release will be effected by NSI sending a letter to the
Department stating that:
Awardee, Network Solutions, Inc. hereby represents and
certifies to the Department of Commerce, that in accordance
with the requirements contained in Amendment 19 to the
Cooperative Agreement NCR-9218742, all requirements relating
to its performance as the Registry have been completed.
We therefore request that, as provided by Amendment No. 19
to the Cooperative Agreement NCR-9218742, the Department of
Commerce sign and return a copy of this letter and, in the
block indicated below, acknowledge that we have completed
the agreed upon items and are fully and finally relieved,
released, and discharged from any responsibility for the
Registry for com, net, and org TLDs previously performed by
Awardee under Cooperative Agreement NCR-9218742 which are
now the subject of a contract between ICANN and [the
successor Registry]. (attachment).
B. In the event ICANN terminates the Registrar Accreditation Agreement
for cause pursuant to Section II.N of that agreement, the Department
will relieve, release and discharge NSI from any responsibility for
Registrar Services currently performed under the Cooperative
Agreement.
The final release will be effected by NSI sending a letter to the
Department stating that:
Awardee, Network Solutions, Inc. hereby represents and
certifies to the Department of Commerce, that in accordance
with the requirements contained in Amendment 19 to the
Cooperative Agreement NCR-9218742, all requirements relating
to its performance of Registrar Services have been
completed.
We therefore request that, as provided by Amendment No. 19
to the Cooperative Agreement NCR-9218742, the Department of
Commerce sign and return a copy of this letter and, in the
block indicated below, acknowledge that we have completed
the agreed upon items and are fully and finally relieved,
released, and discharged from any responsibility for the
provision of Registrar Services for com, net, and org TLDs
previously performed by Awardee under Cooperative Agreement
NCR-9218742.
C. If the both the Registrar Accreditation Agreement and the Registry
Agreement are terminated by ICANN for cause, the Department will
relieve, release and discharge NSI from any responsibility for
continuing to provide Other Services that are required under the
Cooperative Agreement.
The final release will be effected by NSI sending a letter to the
Department stating that:
Awardee, Network Solutions, Inc. hereby represents and
certifies to the Department of Commerce, that in accordance
with the requirements contained in Amendment 19 to the
Cooperative Agreement NCR-9218742, all requirements relating
to its
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performance of Other Services have been completed.
We therefore request that, as provided by Amendment No. 19
to the Cooperative Agreement NCR-9218742, the Department of
Commerce sign and return a copy of this letter and, in the
block indicated below, acknowledge that we have completed
the agreed upon items and are fully and finally relieved,
released, and discharged from any responsibility for the
provision of Other Services previously performed by Awardee
under Cooperative Agreement NCR-9218742.
D. In the event that a final judgment is rendered
specifically enforcing any provision of this Agreement, the
Department of Commerce may, by giving written notice, demand
that NSI comply with such judgment. In the event that NSI
fails to comply with such judgment within ninety days after
the giving of notice, the Department of Commerce may
terminate this Agreement immediately by giving NSI written
notice of termination and the Department of Commerce may
initiate either a competitive action or other transaction
pursuant to Section II.9 below or request ICANN to initiate
procedures for designating a successor registry in
compliance with the provisions of the Registry Agreement.
E. NSI shall cooperate in a transfer of responsibility for
the provision of Registry Services, Registrar Services or
Other Services that are required under the Cooperative
Agreement.
F. This Section I.B.8 shall be read in accordance with the
order of precedence provisions contained in Article 13 of
the Cooperative Agreement Special Conditions. While this
Amendment is in effect, Section I.B.8 shall supercede
Section 37 ("Suspension or Termination for Convenience") of
the Cooperative Agreement General Conditions and Article 25
("Suspension or Termination") of the Grant General
Conditions.
9. COMPLIANCE WITH SECTION II OF THIS AMENDMENT
While the Registry Agreement remains in effect, NSI shall not be obligated to
comply with the provisions of Section II of this Amendment. Upon termination (i)
by NSI of the Registry Agreement pursuant to Section 14 of that agreement, (ii)
due to the withdrawal of the Department's recognition of ICANN as described in
Section 24 of that agreement, or (iii) by NSI with the approval of the
Department of Commerce under Section 16(c) of that agreement, NSI shall no
longer be required to comply with the Registry Agreement and NSI's obligations
under Section II of this Amendment shall take immediate effect without further
action by the Department of Commerce or NSI.
10. EXPIRATION DATE
The Expiration Date of this Agreement shall be four years after the date this
Amendment is signed, unless extended as provided below. In the event that NSI
completes the legal separation of the 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 the date of this Amendment to
an unaffiliated third party that enters an agreement enforceable by 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 an entity in which
NSI (including its assigns, subdivisions, 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 I.B.10, means any of the
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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.
11. OTHER TOP LEVEL DOMAINS
Until such time as the Department of Commerce designates successor registries
for the .edu and .us top level domains, NSI shall continue to provide Registry
and, as appropriate, Registrar Services for such domains at no cost to the U.S.
Government in the manner and at the funding level that these services are now
provided. Upon the designation by the Department of Commerce of successor
registries, which shall take place within 12 months of the date of this
agreement, NSI shall cooperate with the Department of Commerce and the successor
registries to facilitate the smooth transition of operation of these top level
domains. With respect to the transfer of .edu, such cooperation shall include
timely transfer to the successor registry of an electronic copy of the top level
domain database and a full specification of the format of the data. After such
transfers, NSI shall be relieved of further obligations for these domains under
this Agreement, and NSI shall no longer be the registry for these domains.
II. ADDITIONAL OBLIGATIONS
The Department of Commerce and NSI agree as follows:
1. NSI OBLIGATIONS
During the Term of this Agreement:
A. NSI agrees that it will operate the registry for the Registry TLDs
in accordance with this Agreement;
X. XXX agrees to comply with Department of Commerce policies and
directives regarding material aspects of NSI's provision of Registry
Services as distinct from the detailed or day to day administration of
the Registry.
X. XXX acknowledges and agrees that upon the earlier of the expiration
or termination pursuant to Section I.B.8 of this Agreement, 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. NSI
shall cooperate in the transfer of responsibility for operation of the
registry to the 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.
2. 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 the Department of Commerce, 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 the Department of Commerce,
such approval also not to be
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unreasonably withheld by either party. The escrow shall be held under an
agreement among NSI, the 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 the Department of Commerce; (B) the data shall be released to the
Department of Commerce upon termination by the Department of Commerce of this
Agreement or upon its expiration if (1) this Agreement has not sooner been
terminated and (2) NSI has not been designated as the successor registry as the
result of a competitive action or other transaction in accordance with
applicable federal law and regulations.
3. 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.
4. PUBLICATION BY NSI OF REGISTRY DATA
A. NSI shall provide an interactive Registry WHOIS service providing
free public query-based (web and, after January 15, 2000,
command-line) access to up-to-date registry 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 the Department of Commerce 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 the Department of Commerce
in writing or electronically of the nature of and reason for the
limitation. NSI shall not continue the limitation longer than three
business days if the Department of Commerce objects in writing or
electronically, which objection shall not be unreasonably made.
C. NSI as registry shall comply with Departmental direction 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 Accredited Registrars
providing for capabilities comparable to WHOIS, including (if called
for by Departmental direction) registry database lookup capabilities
according to a specified format. If such a service implemented by
Accredited 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 the
Department of Commerce (considering such possibilities as remedial
actions 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
Departmental direction.
5. PERFORMANCE AND FUNCTIONAL SPECIFICATIONS FOR REGISTRY SERVICES
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Unless and until otherwise directed by the Department of Commerce, NSI shall
provide registry services to Accredited Registrars meeting the performance and
functional specifications set forth in the SRS specification then in place under
the Registry Agreement. In the event the Department directs different
performance and functional standards for the registry, NSI shall comply with
those standards to the extent practicable, provided that compensation pursuant
to the provisions of II.7 of this Agreement has been resolved prior to
implementation and provided further that NSI is given a reasonable time for
implementation.
NSI shall take all reasonable steps to ensure the continued operation,
functionality, and accessibility of the Shared Registration System. In the event
of operational instability or for the purpose of system maintenance, NSI may
temporarily limit Accredited Registrar's access to the Shared Registration
System on an equitable basis, in which case NSI shall immediately notify the
Department of Commerce and all affected Accredited Registrars in writing or
electronically of the nature of and reason for the limitation and the expected
date and time of service restoration. NSI shall take all reasonable steps to
notify all Accredited Registrars at least 24 hours in advance of any anticipated
(non emergency) Shared Registration System service interruption, the reason for
the service interruption, and the expected date and time of service restoration.
6. BULK ACCESS TO ZONE FILES
NSI shall provide third parties bulk access to the zone files for the Registry
TLDs on the terms set forth in the zone file access agreement then in effect
under the Registry Agreement. NSI may not change the access agreement without
the prior written approval of the Department of Commerce.
7. PRICE FOR REGISTRY SERVICES
The price to licensed registrars for entering initial and renewal SLD
registrations into the registry and for transferring a SLD registration from one
accredited registrar to another will be as set forth in the Registry Agreement
at the time of its expiration or termination. These prices shall be increased to
reflect demonstrated increases in costs of operating the registry arising from
(1) changes or additions to the work provided under this Agreement directed by
the Department of Commerce or (2) legislation specifically applicable to the
Registry Services business of Registry adopted after the date of this Amendment
to ensure that NSI recovers such increased costs and a reasonable profit
thereon.
8. NSI AGREEMENTS WITH REGISTRARS
NSI shall make access to the Shared Registration System available only to
Accredited Registrars and subject to the terms of the NSI/Registrar License and
Agreement then in effect. NSI shall not change the provisions of the
NSI/Registrar License and Agreement without the prior written approval of the
Department of Commerce.
9. DESIGNATION OF SUCCESSOR REGISTRY
NSI agrees that upon (a) one year prior to the expiration or (b) NSI's receipt
of notice of termination pursuant to Section I.B.8 of this Agreement, the
Department of Commerce may initiate a competitive action or other transaction in
accordance with applicable federal law and regulations to designate a successor
registry.
Not later than 30 days after NSI's receipt of a notice of termination, NSI shall
submit to the Department of Commerce, for the Department's immediate use in
designating the Successor Registry, an electronic copy
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of all software (excluding the SRS software) and data related to its provision
of Registry Services generated under the Cooperative Agreement through the date
of the notice of termination. Not later than 60 days after NSI's receipt of a
notice of termination, NSI shall submit to the Department of Commerce, for its
immediate use in designating a Successor Registry, all existing documentation
for such software (excluding the SRS software) and data related to NSI's
provision of Registry Services generated under the Cooperative Agreement through
the date of the notice of termination.
If, after the expiration or termination pursuant to Section I.B.8 of this
Agreement, NSI or its assignee is not designated as the successor registry
pursuant to the competitive action or transaction, NSI shall cooperate with the
Department of Commerce and with the successor registry in order to facilitate
the smooth transition of operation of the registry to the successor registry.
Such cooperation shall include 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. Thereafter NSI shall be relieved of further obligations
under this Agreement.
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 or any database or
portion thereof in the registry supplied by or through registrars other than
NSI. In the event that Registry Data is released from escrow under Section II.2
or transferred to a successor registry under Sections I.B.8 or II.A.10 , any
rights held by NSI as registry in said Registry Data shall automatically be
licensed on a non-exclusive, transferable, irrevocable, royalty-free, paid-up
basis to the recipient of the data.
III. OTHER PROVISIONS
1. As of the date of this Agreement NSI shall have no further obligations under
Articles 2, 4, and 11 of the Cooperative Agreement Special Conditions.
2. Articles 9, 10 and 14 of the Cooperative Agreement Special Conditions, as
amended, are hereby suspended as of the date of this Agreement and NSI shall
have no obligations under such provisions for so long as the Registry Agreement
remains in effect. Upon termination of the Registry Agreement pursuant to (i)
Section 14 of that agreement, (ii) the withdrawal of the Department's
recognition of ICANN under Section 24 of that agreement, or (iii) with the
approval of the Department of Commerce under Section 16c of that agreement, such
provisions shall return to effect immediately without further action by the
Department of Commerce or NSI.
3. Article 6 Section a of the Cooperative Agreement Special Conditions, as
amended, is hereby amended to add the following new language:
NSI agrees to comply with Department of Commerce policies and
directives regarding material aspects of NSI's provision of Other
Services, as distinct from the detailed or day to day administration
of the Registry in accordance with Cooperative Agreement Special
Conditions Article 5.
4. Article 8, Section G of the Cooperative Agreement Special Conditions, as
amended, is hereby amended to read:
3. The compensation provisions in Amendment 9 shall apply for the
period April 1, 1999 through
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the effective date of this Amendment
and by adding a new Section G.4 as follows:
G.4.a. From the effective date of this Amendment, NSI, in its capacity
as a registrar for the Registry TLDs, may establish the charge to SLD
holders for registration of SLD names or for any other service
provided by NSI as registrar at its own discretion.
G.4.b. All income generated by user fees charged for Registry or
Registrar Services shall be considered Program Income under the terms
of this Agreement and will be available to NSI as consideration for
the services provided and may be used for any purpose in NSI's sole
discretion.
5. Article 12 of the Cooperative Agreement Special Conditions, as amended, is
hereby amended to read:
The following individuals shall serve as points of contact at NSI:
Xxxxxxxx Xxxxx
Xxxxx Xxxxxx
6. Article 15 of the Cooperative Agreement Special Conditions, as amended, is
hereby amended to read:
All income generated by user fees charged for Registry or Registrar
Services shall be considered Program Income under the terms of this
Agreement and will be available to NSI as consideration for the
services provided and may be used for any purpose in NSI's sole
discretion.
7. Except as specifically modified by this amendment, all other terms and
conditions of the Cooperative Agreement remain unchanged. The provisions of
this Amendment shall take precedence over any conflicting provision contained
in any other portion of this Cooperative Agreement as amended.
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POSTED 28-SEPTEMBER-1999
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APPENDIX 3
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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PAGE UPDATED 28-SEPTEMBER-1999
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APPENDIX 4
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.
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
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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 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
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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.
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.
--------------------------------------------------------------------------------
EXHIBIT A
[NETWORK SOLUTIONS LOGO]
POLICY/PROCEDURE NO. A-1
PAGE 1 OF 3
--------------------------------------------------------------------------------
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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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.
SCOPE: This policy is applicable to all employees of Network Solutions.
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 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.
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.
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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
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
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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 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
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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
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
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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
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.
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(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:
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.
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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 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
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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.
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
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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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