[client com] FW: IANA IPR Community Agreement and License Agreement drafts

Sat Jul 30 20:43:02 UTC 2016

Jonathan, Lise and the Client Committee,

See attached.  Sidley will prepare a table for your review that highlights the key departures from our proposed drafts.

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: iana-ipr-bounces at nro.net [mailto:iana-ipr-bounces at nro.net] On Behalf Of Jorge Contreras
Sent: Saturday, July 30, 2016 10:03 AM
To: iana-ipr at nro.net
Subject: [Iana-ipr] IANA IPR Community Agreement and License Agreement drafts

Dear colleagues,

We have attached for your review clean and redlined versions of the Community Agreement and License Agreement, which have been marked against the versions distributed on July 5.  We have inserted numerous
comments in the marked version using the MS Word comment feature. These comments are intended to address specific text or suggestions made by CWG, RIR or IETF during the last round.

In these candidate agreements, we have accepted a number of suggestions both the operational communities. We know that everyone is anxious to get these done, and many of the changes seem to us to be reasonable and in keeping with the Trust’s responsibilities.

What we have not accepted, and what we do not believe we can accept, is any arrangement in which the Trust is subject to "approvals" by the CCG.  We remain convinced that such acceptance would be contrary to
the Trust's anticipated fiduciary responsibility as the holder of the Marks, and the Trustees cannot responsibly expose the Trust to such a threat.  We believe that any independent trust would face this problem.

In addition, we do not think that, given the terms of our Trust Agreement, the Trust is capable of acting as a "steward" for other operational communities.  The existing Trust Agreement also does not permit the Trust to transfer away any asset once it is owned by the Trust, so we cannot accept any term that anticipates such a transfer.

We realize that some people would prefer to amend some terms of the IETF Trust Agreement.  That may be possible in the future in order to accommodate some of the above worries.  But all changes have to go through the IETF consensus process, and there simply isn't time to do that this year.  Hence our agreement must work with the Trust as it currently exists.

We hope that you will agree that we are making substantive and collegial process here, and we hope you understand that the existing terms of the Trust Agreement are a hard limit on what we may possibly
do.  We look forward to additional comments and to a fruitful discussion on our next call.

Jorge L. Contreras
Contreras Legal Strategy LLC
1711 Massachusetts Ave. NW, No. 710
Washington, DC 20036
contreraslegal at att.net<mailto:contreraslegal at att.net>

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