[client com] ICANN-PTI Naming Functions Agreement & Services Agreement Headers

Thu Jul 28 04:10:49 UTC 2016

Client Committee – Attached is a further revised draft of the Naming Functions Agreement.  For convenience, we have included a clean version and two redlines – an incremental draft marked against the Sidley draft circulated per the email below, and a cumulative redline against the original ICANN-legal draft proposal.

Regarding Annex C, on our review many of the concepts do appear to have been incorporated either into the Naming Functions Agreement or into the governance documents.  We have added only a few suggested, additional clauses related to Annex C in the attached draft, along with mapping to the particular provision in the Annex.

Thank you and speak to you tomorrow.

Best regards,
Josh

Joshua Hofheimer
Sidley Austin LLP
jhofheimer at sidley.com
(213) 896-6061 (LA direct)
(650) 565-7561 (Palo Alto direct)
(323) 708-2405 (cell)

From: Jonathan Robinson [mailto:jrobinson at afilias.info]
Sent: Wednesday, July 27, 2016 3:02 AM
To: Hofheimer, Joshua T.; 'Client Committee'
Cc: Greeley, Amy E.
Subject: RE: [client com] ICANN-PTI Naming Functions Agreement & Services Agreement Headers

Dear Josh,

My understanding is as follows:

1.      That the CWG is agreed that the provisions of Annex C must be appropriately documented into the Naming Functions Agreement, PTI Bylaws or both.

2.      Sidley have indicated that it will be satisfactory (in terms of the implementation of the CWG proposal) to have the provisions of Annex C appropriately documented into the Naming Functions Agreement or PTI Bylaws or both.

3.      ICANN Legal have argued that they do not believe it is appropriate to have the provisions of Annex C documented in the PTI Bylaws.

Therefore,

A.     It will be helpful to have you confirm that the above is consistent with your understanding and

B.     It seems to me to be certain that the provisions (that the CWG drafted to implement Annex C) must be incorporated into the Naming Functions Agreement

Accordingly, it will be helpful to receive your review of the Naming Functions Agreement against Annex C as soon as possible and/or proposed revision of the Naming Functions Agreement in order to achieve the appropriate documentation of Annex C .

Thank-you.

Jonathan

From: Hofheimer, Joshua T. [mailto:jhofheimer at sidley.com]
Sent: 26 July 2016 02:20
To: Client Committee <cwg-client at icann.org<mailto:cwg-client at icann.org>>
Cc: Greeley, Amy E. <AGreeley at sidley.com<mailto:AGreeley at sidley.com>>
Subject: Re: [client com] ICANN-PTI Naming Functions Agreement & Services Agreement Headers

Client Committee -- Attached is a further revised draft of Sidley’s comments to the Naming Functions Agreement.  For convenience, we have included a clean Word version, a cumulative PDF redline against the ICANN draft, and an internal redline against the version we sent yesterday.

Please note, we have not undertaken a formal review of the Naming Functions Agreement against Annex C.  We are looking for guidance from the CWG as to whether the provisions that the CWG drafted to implement Annex C (as described in the Implementation Proposal dated June 9, 2016) will be incorporated in the bylaws or the naming function agreement.  Once this determination is made, we can ensure that the provisions are appropriately documented, if requested.

Cheers,
Josh

Joshua Hofheimer
Sidley Austin LLP
jhofheimer at sidley.com<mailto:jhofheimer at sidley.com>
(213) 896-6061 (LA direct)
(650) 565-7561 (Palo Alto direct)
(323) 708-2405 (cell)

From: Hofheimer, Joshua T.
Sent: Monday, July 25, 2016 12:50 PM
To: 'Client Committee'
Cc: Resnick, Yael; Flanagan, Sharon; Gregory, Holly; Grapsas, Rebecca; Greeley, Amy E.
Subject: RE: ICANN-PTI Naming Functions Agreement & Services Agreement Headers

Dear Client Committee – If you have not already started reviewing the attached, please hold for a few hours.  We will have a revised draft to you shortly with further observations on the connections to the ICANN Bylaws, and some additional revisions.

Thanks,
Josh

Joshua Hofheimer
Sidley Austin LLP
jhofheimer at sidley.com<mailto:jhofheimer at sidley.com>
(213) 896-6061 (LA direct)
(650) 565-7561 (Palo Alto direct)
(323) 708-2405 (cell)

From: Hofheimer, Joshua T.
Sent: Sunday, July 24, 2016 4:02 PM
To: Client Committee
Cc: Resnick, Yael; Flanagan, Sharon; Gregory, Holly; Grapsas, Rebecca; Greeley, Amy E.
Subject: ICANN-PTI Naming Functions Agreement & Services Agreement Headers

Dear Client Committee,

Attached please find proposed comments to the Naming Functions Agreement and the Services Agreement Headers, both clean and marked against the versions sent by ICANN.  Because the Services Agreement Headers received from ICANN was in PDF only, we converted to Word and added formatting.  However, this has made the redline look more atrocious than it actually is.  We are going to try to clean this up a little in the versions to go to ICANN, but did not want to delay getting feedback or comments from the community.

On the Naming Functions Agreement, we focused primarily on verifying the mapping exercise undertaken by ICANN to ensure the CWG’s views and conditions have been incorporated.  Where the proposed draft appears to be lacking or inconsistent, we have noted with questions, comments, and in some instances direct revisions.

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<mailto:jhofheimer at sidley.com>
www.sidley.com<http://www.sidley.com>
[SIDLEY]

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