<p dir="ltr">Thanks for sharing this Jonathan, its a very welcome approach. Kindly a few comments inline:</p>
<p dir="ltr">On 8 Jan 2016 6:57 PM, "Jonathan Robinson" <<a href="mailto:jrobinson@afilias.info">jrobinson@afilias.info</a>> wrote:<br>
></p>
<p dir="ltr">><br>
> A. Background<br>
><br>
> The ICG proposal indicates that the IANA trademark and <a href="http://iana.org">iana.org</a> domain should be transferred to an entity independent of the IANA Numbering Services Operator.<br>
><br>
> <br>
+1 on this simple and straight forward requirement.<br>
><br>
> <br>
><br>
> B. Framework<br>
><br>
> These agreements include:<br>
> An Agreement between ICANN and the IETF Trust transferring the IANA IP to the IETF Trust<br>
><br>
SO: Isn't this going to include the domain <a href="http://iana.org">iana.org</a>? Aside from the normal technical record transfer described further below(godaddy), it may be good to capture the actual transfer of the domain on paper as well.</p>
<p dir="ltr">> 2. Community Assurance Agreements between the IETF Trust and each of the names, numbers, and protocol communities (the IANA communities) regarding the Trust’s commitments to each as further described below, and<br>
><br>
SO: Who is the names recipient/party in this segment? ICANN or PTI?</p>
<p dir="ltr">> <br>
><br>
> 3. Agreement(s) whereby the IETF Trust provides for the use of the <a href="http://iana.org">iana.org</a> domain, or a subdomain, and licenses the use of the IANA trademarks to the IANA service provider(s) selected by the IANA communities.<br>
><br>
SO: Am I right by assuming that PTI would sign for the 3 OCs as that would become the IFO post transition? So there may be no need for plural agreement in this segment.</p>
<p dir="ltr">> <br>
><br>
> The Trust understands that each community would need to follow its own internal processes before entering into any agreements, or selecting an IANA service provider. The same is true of the Trust itself.<br>
><br>
SO: This is fair enough but I hope this is not suggesting a new process to selecting IANA service provider as I think the ICG proposal should be enough source of information for the initial agreement. I see no reason why anyone would change their mind before completion of current transition process.</p>
<p dir="ltr">> <br>
><br>
> The Community Assurance Agreements with the IANA communities would establish and recognize the responsibilities for each community to identify and enter into agreement with their selected service provider, and for the IETF Trust to provide, update, and revoke licenses as needed to support these selections.<br>
><br>
SO: comment same as above.</p>
<p dir="ltr">> <br>
><br>
> In order to preserve the value and integrity of the IANA trademarks, the IETF Trust would maintain, license and monitor the use of the trademarks. Trust actions would include enforcement against unauthorized users and monitoring the quality and uses by the licensed user(s). The Trust would work with the relevant IANA communities to address issues involving a licensee before taking action to maintain the quality of the trademarks.<br>
><br>
SO: Thanks</p>
<p dir="ltr">><br>
> C. Terms<br>
> . <br>
><br>
> C.1. IP Transfer Agreement (between ICANN and IETF Trust)<br>
> <br>
> a. When requested by the IETF Trust, ICANN will transfer and assign all of its rights in and to the IANA IP, including all goodwill therein, to the IETF Trust (the “Transfer”). The IETF Trust will not assume any obligations or liabilities of ICANN that arose prior to the Transfer.<br>
> <br>
SO: May be good to know/understand if indeed there are any existing liabilities and its implications once the transfer happen. Perhaps this question could be sent to ICANN legal/staff incharge of these<br></p>
<p dir="ltr">> b. ICANN will file all necessary assignment documentation with all local, national and regional offices in which the IANA IP is registered including, without limitation, the U.S. Patent and Trademark Office and the registrar for <a href="http://iana.org">iana.org</a> (GoDaddy), and will pay all fees associated with such filings. With respect to <a href="http://iana.org">iana.org</a> and any other domain names within the IANA IP, the IETF Trust will be designated as the administrative contact with the registrar.<br>
> <br>
SO: If this includes subsequent fees, then it should be indicated.<br></p>
<p dir="ltr">> c. ICANN will make customary representations and warranties to the IETF Trust regarding title to the IANA IP, absence of actual or threatened litigation, the existence of any licenses or other encumbrances on the IANA IP, and non-infringement of third party rights, all qualified by the knowledge of ICANN’s in-house legal department.<br>
> <br>
SO: makes sense.<br></p>
<p dir="ltr">> d. ICANN will indemnify the IETF Trust, PTI and any future licensee of the IANA IP against any liability associated with use of the IANA IP prior to the Transfer Date. The IETF Trust will indemnify ICANN and any prior licensee of the IANA IP against any liability associated with use of the IANA IP after the Transfer Date to the extent that IETF Trust receives a comparable indemnity from PTI or its successor entity.<br>
> <br>
SO: Seem to be similar to section a above? My comment on that applies.</p>
<p dir="ltr">> C.2. Community Assurance Agreement (between IETF Trust, IETF, RIRs, and the names community)<br>
> <br>
> a. This Agreement will ensure that the IETF Trust holds and licenses the IANA IP in a manner that is agreed with the IETF, RIRs and the names community. <br>
> <br>
> b. For purposes of this Agreement, the RIRs, the IETF and the names community will each select a single Representative to be the point of contact with the IETF Trust on matters pertaining to the IANA IP, collectively the “IANA IP Reps”. <br>
> <br>
SO: It's not clear if the reps referred to would be from the community or staff. I would suggest that it be from staff. Or better still 1 from both.<br></p>
<p dir="ltr">> <br>
> <br>
> C.3. IANA IP License Agreement (between IETF Trust and PTI)<br>
> <br>
> a. The IETF Trust will grant PTI a non-exclusive, worldwide, royalty-free license, without the right to sublicense, to display and reproduce the IANA marks in connection with its provision and marketing of the IANA functions.<br>
> <br>
SO: Most likely this answers my question on section B3<br></p>
<p dir="ltr">> d. All goodwill arising from use of the IANA IP will inure to the benefit of the IETF Trust, and PTI will not register or reserve any mark that contains, is identical or confusingly similar to any IANA mark in any jurisdiction, whether as a trademark, service mark, trade name or domain name.<br>
> <br>
> e. The IETF Trust will have the sole right to enforce the IANA marks against infringers, at its expense. PTI will use reasonable efforts to notify IETF Trust of any such infringement that comes to its attention. IETF Trust will be entitled to retain all damages received as a result of its enforcement of the IANA marks.<br>
> <br>
> f. The IETF Trust will be entitled to terminate the agreement, without penalty, following a material breach by PTI which is not cured within 30 days following notice thereof, an insolvency or bankruptcy event by PTI, the involvement of PTI or any of its officers or directors in any criminal, civil or regulatory proceeding or investigation that is likely, in IETF Trust’s opinion, to tarnish the IANA marks or the reputation of IETF, the termination, expiration or non-renewal of the PTI Service Agreement(s), or upon the express instruction of the IANA IP Reps.<br>
> </p>
<p dir="ltr">SO: Fair enough, does this mean the service agreements will be renewed periodically? I think it may be good to have something constant that only changes once there is a breach or change in IANA service provider.</p>
<p dir="ltr">> g. Upon termination of the agreement, PTI will immediately cease all use of the IANA IP and shall transfer technical control of the <a href="http://iana.org">iana.org</a> domain to the IETF Trust.<br>
><br>
SO: Does this envisage that PTI may actually be serving at least one of the OCs and so may still require to have need to have access to the IPR. A scenario where numbers for instance decide to pull out OR a scenario where PTI's breach is only in connection with one of the OCs</p>
<p dir="ltr">Overall I am glad with the progress made on this and most importantly the direction this is going. Thanks to the IETF for owning up on this. ;-)</p>
<p dir="ltr">Regards<br>
><br>
> _______________________________________________<br>
> CWG-Stewardship mailing list<br>
> <a href="mailto:CWG-Stewardship@icann.org">CWG-Stewardship@icann.org</a><br>
> <a href="https://mm.icann.org/mailman/listinfo/cwg-stewardship">https://mm.icann.org/mailman/listinfo/cwg-stewardship</a><br>
><br>
</p>