[client com] Naming Function Agreement

Thu Sep 8 23:58:42 UTC 2016

Dear Client Committee,

Attached please find a cumulative redline of the version of the Naming Function Agreement circulated directly below, marked against the public comment draft.

Jonathan and Lise, we are also reattaching the comment letter that we circulated yesterday (with the “draft” header removed), for your signature and for submission with the attached cumulative redline.

Please let us know if there are any questions.

Best,
Yael

YAEL M. RESNICK
Associate

SIDLEY AUSTIN LLP
+1 213 896 6088
yresnick at sidley.com<mailto:yresnick at sidley.com>

From: Resnick, Yael
Sent: Thursday, September 08, 2016 4:56 PM
To: jrobinson at afilias.info; 'Lise Fuhr'; Greg Shatan; Yuko Green; Client Committee
Cc: Hofheimer, Joshua T.; Flanagan, Sharon; Gregory, Holly
Subject: Naming Function Agreement

Dear Client Committee,

Attached please find an updated draft of the Naming Function Agreement, reflecting the changes discussed and approved on the call today, in clean form, along with an incremental redline against the draft we circulated yesterday.  If there are no other comments, then the attached version, redlined against the public comment draft, is ready to be submitted along with the comment letter.  We will follow with an email that contains the cumulative redline for submission.

Best regards,
Yael
YAEL M. RESNICK
Associate

SIDLEY AUSTIN LLP
+1 213 896 6088
yresnick at sidley.com<mailto:yresnick at sidley.com>

From: Hofheimer, Joshua T.
Sent: Wednesday, September 07, 2016 10:54 PM
To: Yuko Green; Client Committee
Cc: Resnick, Yael; Flanagan, Sharon; Gregory, Holly; jrobinson at afilias.info<mailto:jrobinson at afilias.info>; 'Lise Fuhr'; Greg Shatan
Subject: RE: [client com] Action items from last CWG Call and next call agenda

Dear Client Committee,

Attached please find the following documents in advance of the call tomorrow (7 attachments total):

1.       Naming Functions Agreement – Clean and Redline marked against the last version shared with CWG on August 31.

2.       Draft Comment Letter from the CWG Co-Chairs to accompany the posting of the Naming Function Agreement redline in the public comment period.

3.       Services Agreement – Clean and Redline against ICANN’s initial draft.

4.       Letter of Instruction to ICANN re the Community Agreement – Clean and Track Change Redline showing the changes proposed by Greg Shatan to the prior Sidley draft, and some additional edits by Sidley on top of Greg’s.

Regarding the Letter of Instruction:

·       We agree with the additional revisions proposed by Greg to emphasize the decision-making authority of the CCG Representatives of the Names Community, rather than ICANN, with respect to the limited activity contemplated under the Community Agreement.

·       As noted by Sidley previously, and discussed and agreed on the Client Committee call two weeks ago, though the CWG is not a legal entity, it has been acting on behalf of the chartering organizations for some time now, and using this letter may be the most efficient approach to facilitate the transition.  This is especially true if ICANN enters into the letter and agrees to be bound by its terms, which presumably could be enforced by the EC through removal of the ICANN Board if something egregious happened in the future.

·       We incorporated the definition of the Names Community, but added a modification to enable affirmation pre- or post-transition by the various SO/ACs.  This would help manage the difficult timing that the CWG faces now in September.

·       Based on prior discussions among the CWG members and our own review of the legal issues, on balance it does not appear to us to add much value to have the CWG organize itself into a legal, unincorporated association just for the purpose of instructing ICANN to sign the Community Agreement on behalf of the Names Community.  Leaving aside the practical question whether the members and stakeholders want CWG to survive, if CWG were to become a legal entity, then it also could sign the Community Agreement directly on behalf of the Names Community, rather than insert ICANN as an intermediary.

Finally, aside from finalizing the above drafts, the three CCG Representatives (one of whom will also be named the co-chair from Names) still need to be selected for the Community Agreement.

Thank you and speak with you tomorrow.

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: Yuko Green [mailto:yuko.green at icann.org]
Sent: Wednesday, September 07, 2016 2:37 PM
To: Hofheimer, Joshua T.; Client Committee
Cc: Resnick, Yael; Flanagan, Sharon; Gregory, Holly; jrobinson at afilias.info<mailto:jrobinson at afilias.info>; 'Lise Fuhr'; Greg Shatan
Subject: RE: [client com] Action items from last CWG Call and next call agenda

Thank you Josh for the updates. We will await for your e-mail with updated documents from later today.

Regards,
Yuko

From: Hofheimer, Joshua T. [mailto:jhofheimer at sidley.com]
Sent: Wednesday, September 7, 2016 1:27 PM
To: Yuko Green <yuko.green at icann.org<mailto:yuko.green at icann.org>>; Client Committee <cwg-client at icann.org<mailto:cwg-client at icann.org>>
Cc: Resnick, Yael <yresnick at sidley.com<mailto:yresnick at sidley.com>>; Flanagan, Sharon <sflanagan at sidley.com<mailto:sflanagan at sidley.com>>; Gregory, Holly <holly.gregory at sidley.com<mailto:holly.gregory at sidley.com>>; jrobinson at afilias.info<mailto:jrobinson at afilias.info>; 'Lise Fuhr' <lise.fuhr at difo.dk<mailto:lise.fuhr at difo.dk>>; Greg Shatan <gregshatanipc at gmail.com<mailto:gregshatanipc at gmail.com>>
Subject: RE: [client com] Action items from last CWG Call and next call agenda

Yuko – We are working with ICANNon some final proposed revisions and should be able to circulate revised drafts of the Naming Function Agreement and Services Agreement, and issues list if needed, sometime today.  We also are going to be sending a revised draft of the instruction letter with a few edits on top of the draft Greg circulated earlier.

Unfortunately, I am only going to be available tomorrow for the first hour, so perhaps we can cover any open items on the Naming Function Agreement and Services Agreement in that time period.  Sharon will also be on the call, and either of us can assist with discussion of the Instruction Letter and Names Community definition (with Sharon leading if it spills into the second hour).

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: cwg-client-bounces at icann.org<mailto:cwg-client-bounces at icann.org> [mailto:cwg-client-bounces at icann.org] On Behalf Of Yuko Green
Sent: Wednesday, September 07, 2016 1:17 PM
To: Client Committee
Subject: Re: [client com] Action items from last CWG Call and next call agenda

Dear Sidley team,

I am following up on below e-mail, as we have a CWG meeting scheduled for tomorrow at 14:00 UTC.

Regards,
Yuko

From: cwg-client-bounces at icann.org<mailto:cwg-client-bounces at icann.org> [mailto:cwg-client-bounces at icann.org] On Behalf Of Yuko Green
Sent: Tuesday, September 6, 2016 1:08 PM
To: Client Committee <cwg-client at icann.org<mailto:cwg-client at icann.org>>
Subject: [client com] Action items from last CWG Call and next call agenda

Dear Sidley team,

On behalf of the CWG Co-Chairs, I am following up on 2 action items from the last CWG calls:

•         (ICANN Legal / Sidley): provide CWG with a revised version of the Naming functions agreement including today's points before next CWG call. --> Will the redline and CWG comment submission letter be ready to be distributed to the CWG prior to the Thursday’s call?

•         (Sidley): propose some revised language [for definition of Names community for the IANA IPR agreement] on the basis of the feedback received by the group today. --> Will this be ready to be distributed to the CQG prior to the Thursday’s call?

For your reference, here is the agenda for this Thursday’s CWG meeting (08 September @ 14:00 UTC):

1.      Status Update (Chairs)

2.      Implementation Update

•         Staff update

3.      Key Issues (with Sidley)

•         Naming Functions Agreement

•         Services Agreement

•         IANA IPR

4.      Client Committee

5.      AOB
Regards,

Yuko Green
Strategic Programs Manager
Global Domains Division
Internet Corporation for Assigned Names and Numbers (ICANN)

Direct Line:  +1 310 578 8693
Mobile: +1 310 745 1517
E-mail:  yuko.green at icann.org<mailto:yuko.green at icann.org>
www.icann.org<https://urldefense.proofpoint.com/v2/url?u=http-3A__www.icann.org_&d=DQMFAg&c=Od00qP2XTg0tXf_H69-T2w&r=PyftdYkqjEDMIx5o_kyQ1bCTTkOV655ea67oiCGUI9M&m=qsQQWodC90f8if4fp8qc0Ee2H41MKiWlmBdmpHss7bM&s=skQ8EtUaV6AE0Kkfqk9b3fZUZeRthYQryo2aMVbPv6Y&e=>

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