[client com] IANA IPR License & Community Agreement Template

[Greg Shatan]

Based on my review of the incremental redline, I have no further comments
on the Community Agreement.

Subject to any objections from Jonathan, Lise or Maarten, I would strongly
encourage us to send these across (clean and cumulative redline against
IETF Draft) to the iana-ipr email group as soon as possible *today.*
Greg

On Tue, Jul 26, 2016 at 4:33 PM, Greg Shatan <gregshatanipc at gmail.com>
wrote:

> Here are a couple of minor comments on the License Agreement, based on
> reviewing the incremental redline.  Other than these, we should be good to
> go on this document.
>
> Footnote 7:  I'm not sure I agree with the added language.  Why would
> having the license(s) run to ICANN, with a sublicense (or sublicenses)
> running to PTI, obviate the need for a separate subcontract?  Similarly,
> I'm not sure what "separate agreements" are being eliminated.
>
> 6.3(d): There's an odd space in the end of the first paragraph.  Not sure
> if it shows up in the real documents.
>
> Exhibit B:  I included an improved schedule of the licensed IP in the
> Community Agreement.  That should be used here as well.
>
> I'll revert shortly on the Community Agreement.
>
> Greg
>
>
>
> On Tue, Jul 26, 2016 at 11:55 AM, Hofheimer, Joshua T. <
> jhofheimer at sidley.com> wrote:
>
>> Client Committee,
>>
>>
>>
>> We plan to make one more review of the documents based on the call today,
>> and barring any material changes requiring review, can be in a position to
>> send this afternoon.  As such, please let us know if you have any final
>> comments or questions on the drafts Yael sent yesterday.
>>
>>
>>
>> Jonathan and Lise – Not sure your current time zone, but will you be
>> awake in the afternoon California time, or do you want to authorize Greg to
>> provide approval for posting the documents to the IETF Trust later today?
>> I just want to be clear on process.
>>
>>
>>
>> Cheers,
>>
>> Josh
>>
>>
>>
>> *Joshua Hofheimer*
>>
>> *Sidley Austin LLP*
>>
>> *jhofheimer at sidley.com <jhofheimer at sidley.com>*
>>
>> *(213) 896-6061 <%28213%29%20896-6061> (LA direct)*
>>
>> *(650) 565-7561 <%28650%29%20565-7561> (Palo Alto direct)*
>>
>> *(323) 708-2405 <%28323%29%20708-2405> (cell)*
>>
>>
>>
>> *From:* Resnick, Yael
>> *Sent:* Monday, July 25, 2016 5:16 PM
>> *To:* Client Committee; Greg Shatan
>> *Cc:* Hofheimer, Joshua T.; Flanagan, Sharon; Gregory, Holly; Grapsas,
>> Rebecca; Greeley, Amy E.
>> *Subject:* RE: [client com] IANA IPR License & Community Agreement
>> Template
>>
>>
>>
>> Dear Client Committee,
>>
>>
>>
>> Attached please find an updated draft of the IANA Community Agreement,
>> incorporating some further revisions based on Greg’s comments, as well as
>> an updated draft of the IANA IPR License Agreement, with a couple
>> additional changes for consistency.  Along with the updated clean drafts,
>> attached are internal redlines against the drafts that Greg circulated on
>> July 22 (for the Community Agreement) and July 21 (for the License
>> Agreement), along with cumulative redlines against the initial drafts
>> received.
>>
>>
>>
>> Please let us know if you have any other comments at this time.
>>
>>
>>
>> Best regards,
>>
>> Yael
>>
>>
>>
>> *YAEL M. RESNICK*
>> Associate
>>
>>
>> *SIDLEY AUSTIN LLP *+1 213 896 6088
>> yresnick at sidley.com
>>
>>
>>
>>
>>
>> *From:* Greg Shatan [mailto:gregshatanipc at gmail.com
>> <gregshatanipc at gmail.com>]
>> *Sent:* Friday, July 22, 2016 5:48 PM
>> *To:* Hofheimer, Joshua T.
>> *Cc:* Client Committee; Greeley, Amy E.; Resnick, Yael; Flanagan,
>> Sharon; Gregory, Holly; Grapsas, Rebecca
>> *Subject:* Re: [client com] IANA IPR License & Community Agreement
>> Template
>>
>>
>>
>> Attached in track changes are my comments to the Community Agreement.
>>
>>
>>
>> We should endeavor to harmonize and conform this to the License
>> Agreement.  I've done this in a few places, but please keep an eye out for
>> other instances.
>>
>>
>>
>> Greg
>>
>>
>>
>> On Thu, Jul 21, 2016 at 7:29 PM, Hofheimer, Joshua T. <
>> jhofheimer at sidley.com> wrote:
>>
>> Client Committee and Greg, etc. – We have accepted Greg’s changes and
>> made a few further clean-up revisions.  For convenience we have included a
>> clean and redline marked against the original draft sent to us.
>>
>>
>>
>> Regarding the final changes:
>>
>> ·        we’ve deleted footnotes that have now become moot,
>>
>> ·        fixed the formatting,
>>
>> ·        edited footnotes per Greg’s comments,
>>
>> ·        moved a couple of Greg’s margin notes into footnotes (e.g., his
>> query about IETF being an Affiliate), and
>>
>> ·        made a few text edits for consistency (e.g. changing
>> unreasonably “denied” to “withheld” to be consistent with other parts of
>> the document).
>>
>>
>>
>> If the Client Committee is satisfied, I am happy for this to go to IETF
>> so they can review in advance of our call on Tuesday.  We can discuss in
>> the morning.  For me the most material issue, which impacts the document in
>> several places is whether the IETF should have the unilateral right to
>> assess or require changes in services, and terminate the license if
>> unsatisfied with those changes.  As we’ve noted previously, we don’t
>> believe that is appropriate, but will take CWG’s guidance.
>>
>>
>>
>> I know we have a brief client committee call scheduled for tomorrow
>> morning on IPR, so we can discuss this and any other issues, as well as
>> next steps.
>>
>>
>>
>> Cheers,
>>
>> Josh
>>
>>
>>
>> *Joshua Hofheimer*
>>
>> *Sidley Austin LLP*
>>
>> *jhofheimer at sidley.com <jhofheimer at sidley.com>*
>>
>> *(213) 896-6061 <%28213%29%20896-6061> (LA direct)*
>>
>> *(650) 565-7561 <%28650%29%20565-7561> (Palo Alto direct)*
>>
>> *(323) 708-2405 <%28323%29%20708-2405> (cell)*
>>
>>
>>
>> *From:* Greg Shatan [mailto:gregshatanipc at gmail.com]
>> *Sent:* Thursday, July 21, 2016 12:31 AM
>> *To:* Hofheimer, Joshua T.
>> *Cc:* Client Committee; Greeley, Amy E.
>> *Subject:* Re: [client com] IANA IPR License & Community Agreement
>> Template
>>
>>
>>
>> Client Committee and Josh et al.,
>>
>>
>>
>> I have reviewed Sidley's comments on the License Agreement and generally
>> agree with them. I have further revised the License Agreement in the
>> attached document, both to carry out certain of Sidley's comments, to
>> reflect comments of my own and to follow more closely the Principal Terms.
>> My changes are marked in track changes.  I look forward to any thoughts you
>> may have.
>>
>>
>>
>> This version (subject to any further comments or discussions, and
>> clean-up and consolidation by Sidley) should be turned back to the IETF
>> Trust and other operational communities sufficiently in advance of the July
>> 26 call so that this version can form the basis of the discussions on that
>> call.  Thoughts on process are most welcome.
>>
>>
>>
>> I hope to review the Community Agreement shortly.
>>
>>
>>
>> Best regards,
>>
>>
>>
>> Greg
>>
>>
>>
>>
>>
>>
>> [image: Image removed by sender.
>> https://docs.google.com/uc?export=download&id=0B90h5wcghspFRXc1T05BaVZVbjg&revid=0B90h5wcghspFUEtGZS9IQ1F4cXp3WTcrSnZFRjhwQjlCZTN3PQ]
>>
>>
>>
>>
>> *Gregory S. Shatan | Partner *McCARTER & ENGLISH, LLP
>>
>> 245 Park Avenue, 27th Floor | New York, New York 10167
>> T: 212-609-6873
>> C: 917-816-6428
>> F: 212-416-7613
>> gshatan at mccarter.com | www.mccarter.com
>> <https://urldefense.proofpoint.com/v2/url?u=http-3A__www.mccarter.com_&d=CwMFaQ&c=Od00qP2XTg0tXf_H69-T2w&r=PyftdYkqjEDMIx5o_kyQ1bCTTkOV655ea67oiCGUI9M&m=jGb5LGH4BqHpi1_m20_6zLmaPnAhvTzZvPUSI0AP_HY&s=h6C_aTMsBA2TkJLnOBapQL4Eci3VrfFGtDW_MPcMDH4&e=>
>>
>>
>> BOSTON | HARTFORD | STAMFORD | NEW YORK | NEWARK
>> EAST BRUNSWICK | PHILADELPHIA  | WILMINGTON | WASHINGTON, DC
>>
>>
>>
>> On Tue, Jul 19, 2016 at 1:28 AM, Hofheimer, Joshua T. <
>> jhofheimer at sidley.com> wrote:
>>
>> Dear Client Committee,
>>
>>
>>
>> Attached please find Sidley comments to the IANA IPR License and to the
>> Community Agreement, clean and redline against the original drafts we
>> received from Greg Shatan.  Please note there are several questions and
>> comments for consideration included as footnote “Notes to Draft”.
>>
>>
>>
>> We are happy to discuss at your convenience.
>>
>>
>>
>> Cheers,
>>
>> Josh
>>
>>
>>
>> *JOSHUA T. HOFHEIMER*
>> Partner
>>
>> *SIDLEY AUSTIN LLP*
>> +1 650 565 7561 (PA direct)
>> +1 213 896 6061 (LA direct)
>> +1 323 708 2405 (Cell)
>> jhofheimer at sidley.com
>> www.sidley.com
>>
>> *[image: Image removed by sender. SIDLEY]*
>>
>>
>>
>>
>>
>>
>>
>>
>> ****************************************************************************************************
>> This e-mail is sent by a law firm and may contain information that is
>> privileged or confidential.
>> If you are not the intended recipient, please delete the e-mail and any
>> attachments and notify us
>> immediately.
>>
>>
>> ****************************************************************************************************
>>
>>
>> _______________________________________________
>> Cwg-client mailing list
>> Cwg-client at icann.org
>> https://mm.icann.org/mailman/listinfo/cwg-client
>> <https://urldefense.proofpoint.com/v2/url?u=https-3A__mm.icann.org_mailman_listinfo_cwg-2Dclient&d=CwMFaQ&c=Od00qP2XTg0tXf_H69-T2w&r=PyftdYkqjEDMIx5o_kyQ1bCTTkOV655ea67oiCGUI9M&m=jGb5LGH4BqHpi1_m20_6zLmaPnAhvTzZvPUSI0AP_HY&s=tfiAKbpwpJ2MvPRPz7CqobnbkwjkuURx5ZT5_FUbNlc&e=>
>>
>>
>>
>>
>>
>
>
-------------- next part --------------
An HTML attachment was scrubbed...
URL: <http://mm.icann.org/pipermail/cwg-client/attachments/20160726/98686181/attachment-0001.html>
-------------- next part --------------
A non-text attachment was scrubbed...
Name: image001.jpg
Type: image/jpeg
Size: 344 bytes
Desc: not available
URL: <http://mm.icann.org/pipermail/cwg-client/attachments/20160726/98686181/image001-0001.jpg>
-------------- next part --------------
A non-text attachment was scrubbed...
Name: image002.jpg
Type: image/jpeg
Size: 416 bytes
Desc: not available
URL: <http://mm.icann.org/pipermail/cwg-client/attachments/20160726/98686181/image002-0001.jpg>