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FORM XX-000 X.X. XXXXXXXXXX XX XXXXXXXX [ ] GRANT X COOPERATIVE AGREEMENT
(REV 10/98
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ACCOUNTING CODE
AMENDMENT TO
FINANCIAL ASSISTANCE AWARD N/A
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AWARD NUMBER
NCR 92-18742
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RECIPIENT NAME AMENDMENT NUMBER
Network Solutions, Incorporated Nineteen (19)
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STREET ADDRESS EFFECTIVE DATE
000 Xxxxxxx Xxxx Xxxxx November 10, 1999
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CITY, STATE, ZIP CODE EXTEND WORK COMPLETION TO
Xxxxxxx, Xxxxxxxx 00000 November 10, 2003
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CFDA NO. AND PROJECT TITLE
11. - National Telecommunications and Information Administration
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COSTS ARE REVISED PREVIOUS ADD DEDUCT TOTAL
AS FOLLOWS: N/A ESTIMATED COST ESTIMATED COST
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FEDERAL SHARE OF COST
$ $ $ $
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RECIPIENT SHARE OF COST
$ $ $ $
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TOTAL ESTIMATED COST
$ $ $ $
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REASON(S) FOR AMENDMENT
1. To extend the award period at no additional cost to the government.
2. To incorporate additional Special Award Conditions.
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This amendment approved by the Grants Officer is issued in triplicate and constitutes an obligation of Federal funding.
By signing the three documents, the Recipient agrees to comply with the Amendment provisions checked below and
attached, as well as previous provisions incorporated into the Award. Upon acceptance by the Recipient, two signed
Amendment documents shall be returned to the Grants Officer and the third document shall be retained by the
Recipient. If not signed and returned without modification by the Recipient within 30 days of receipt, the Grants Officer
may unilaterally terminate this Amendment.
X Special Award Conditions
[ ] Line Item Budget
[ ] Other(s)
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SIGNATURE OF DEPARTMENT OF COMMERCE GRANTS OFFICER DATE
Xxxxx X. Xxxxxxx /s/ XXXXX X. XXXXXXX 11/10/99
Grants Officer, Office of Executive Assistance Management
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TYPED NAME, TYPED TITLE, AND SIGNATURE OF AUTHORIZED RECIPIENT OFFICIAL DATE
Xxxxxxxx X. Xxxxx /s/ XXXXXXXX X. XXXXX 11/10/99
Senior Vice President - General Counsel & Secretary
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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.B below and the provisions in
Amendment 11 to this Cooperative 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 amendment, 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.
9) "Registry Agreement" means the ICANN-NSI Registry Agreement entered into
contemporaneously with this amendment, 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.
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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 the Cooperative Agreement" runs through the earlier of the
expiration or termination of this Cooperative Agreement.
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. The term "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 the Cooperative 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.
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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
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.
Beginning within twenty-one days of this amendment and until NSI has
completed such transfer, NSI shall provide port 43 Whois access to
registry data through xx.xxxxxxxx.xxx. Such Whois service shall
return, in addition to the requested registry data, a message stating:
"Domain names in the .com, .net, and .org domains can now be
registered with many different competing registrars. Go to
xxxx://xxx.xxxxxxxx.xxx for detailed information."
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.
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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 xxxx, 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 Cooperative 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 Cooperative Agreement by the Department of
Commerce or termination for cause of the Registry Agreement by ICANN
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 public access 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.
D. NSI 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.
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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.
D. Phase 1 of the development of the Shared Registration System, as
described in the Shared Registry Section of Amendment 11, is extended
until November 30, 1999. From the date of this amendment until
November 30, 1999, NSI may employ either the Registrar License and
Agreement approved in Amendment 13 or the Registrar License and
Agreement approved in Section I.B.6.C above.
7. SPECIFIC PERFORMANCE
During the Term of the Cooperative Agreement, the Department of Commerce may
seek specific performance of any provision of the Cooperative 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.
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8. TERMINATION
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 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 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
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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 performance of Other Services have been completed.
We therefore request that, as provided by Amendment 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 the Cooperative 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 the Cooperative 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. After the date of this amendment and for
the Term of the Cooperative Agreement,
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Section I.B.8 shall supersede 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(B) 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 the Cooperative 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 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
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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 amendment, 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 the Cooperative
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 the Cooperative Agreement:
A. NSI agrees that it will operate the registry for the Registry TLDs
in accordance with the Cooperative Agreement.
B. NSI 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.
C. NSI acknowledges and agrees that upon the earlier of the expiration
or termination of the Cooperative Agreement, pursuant to Section I.B.8
of this amendment, it will cease to be the registry for the Registry
TLDs, unless prior to the end of the Term of the Cooperative Agreement
NSI is chosen as the Successor Registry in accordance with the
provisions of the Cooperative 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.
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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 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 the Cooperative
Agreement or upon its expiration if (1) the Cooperative 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 web page and a port 43 Whois
service providing free public query-based access to up-to-date (i.e.
updated at least daily) 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), 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
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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. Such temporary limitations
shall be applied in a nonarbitrary manner and shall apply fairly to
any registrar similarly situated, including NSI.
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
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 amendment 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.
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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 the
Cooperative 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 of the Cooperative Agreement, pursuant to Section
I.B.8 of this amendment, 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 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.
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If, after the expiration or termination pursuant to Section I.B.8 of this
amendment, 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 the Cooperative 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.9, 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 amendment 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 amendment 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 16(B) 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.
Amendment 19 to Cooperative Agreement
between U.S. Government and
Network Solutions, Inc.
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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, 1998 through 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 (i) for registration of SLD names with respect to
registrations for which NSI complies with the requirements of Section
II.J.4. of NSI's Registrar Accreditation Agreement with ICANN or (ii)
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 the Cooperative 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, subject to its compliance with Section
I.B.6.B of Amendment 19.
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 the
Cooperative 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, subject to its compliance with Section I.B.6.B of
Amendment 19.
Amendment 19 to Cooperative Agreement
between U.S. Government and
Network Solutions, Inc.
-14-
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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.
Amendment 19 to Cooperative Agreement
between U.S. Government and
Network Solutions, Inc.
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[NETWORK SOLUTIONS LOGO]
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 an Internet host server or 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: _____________________________________
(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.
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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 an Internet host server or 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; or (2) enable high volume, automated,
electronic processes that apply to any .com, .net, or .org registrar (or their
systems) for large numbers of domain names, except as reasonably necessary to
register domain names or modify existing registrations. Network Solutions
reserves the right, with the approval of the U.S. Department of Commerce, which
shall not unreasonably be 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.
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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
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.
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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
(TO BE ASSIGNED BY NETWORK SOLUTIONS UPON EXECUTION OF THIS AGREEMENT):
USERID: ______________________________ PASSWORD: ______________________________
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SUPPLEMENTAL FUNCTIONAL SPECIFICATION
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
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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.
3. New 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 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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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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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.
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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 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.
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26
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 xxxx 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.
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 (which shall not include
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Registrar-assigned personnel), 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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[NETWORK SOLUTIONS LOGO] POLICY/PROCEDURE NO. A-1
PAGE 1 OF 3
--------------------------------------------------------------------------------
TITLE: Access and Dissemination of Proprietary Information DATE: September 24, 1999
--------------------------------------------------------------------------------
APPROVED: Xxx Xxxx, Chief Executive Officer
--------------------------------------------------------------------------------
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 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.
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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,
xxxx 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.
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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:
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31
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 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
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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.
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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
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:
NSI _______________________________
Name: Xxxxx X. Xxxx, Esq. Name: _______________________________
Title: Asst. General Counsel Title: ______________________________
Address: 000 Xxxxxxx Xxxx Xxxxx Xxxxxxx: ____________________________
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Xxxxxxx, XX 00000
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,
D. Is 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 its
own such data or information.
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(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
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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 (but not a
Registrar-assigned employee) 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 Date General Manager, Registry 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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