[CWG-Stewardship] Responses to ICG Questions

[Greg Shatan]

If we do consider these questions, I would suggest omitting the second
question and rephrasing the third.  I believe the references to "principal"
and "agent" are incorrect.  In a principal/agent relationship, the parties
enter into an agreement whereby the agent can act for the principal to
create binding legal agreements between the principal and third parties.
An agency relationship must be set forth in an agreement (though that
agreement can have other purposes besides creating the agency
relationship).  I'm virtually certain the CA is not an agency agreement,
and I see no reason why any other agreement with the RZM would be an agency
agreement.  The Law of Agency (surprise!) governs such relationships.

If the words "principal" and "agent" are being used loosely and not for the
legal meaning above, I would suggest other terms be used to avoid confusion
and to avoid any implication that the Law of Agency applies here.  Perhaps
"hiring party" and "contractor" if that is the sense in which these words
are being used?

Greg

On Mon, Oct 5, 2015 at 2:19 PM, Gomes, Chuck <cgomes at verisign.com> wrote:

> Milton,
>
> Are you advocating that the CWG should develop proposed answers to the
> questions you raised and I have copied here?
>
> "- Does PTI contract with the RZM, or does ICANN? Or does someone else?
>  - Who is the principal and who is the agent of this contract?
>  - If ICANN is the principal, can it decide to give the contract to
> someone besides Verisign? On what time frame? On what criteria?
>  - What are the basic terms/elements of this contract? Does the RZM get
> paid?"
>
> Note that the third question may be out of scope for the CWG.  Our charter
> says the following: "In respect of Function 2. ("Perform Administrative
> Functions Associated With Root Zone Management"), this process currently
> involves distinct roles performed by three different entities through two
> separate legal agreements: the Contractor as the IANA Functions Operator,
> NTIA as the Administrator, and VeriSign ('or any successor entity as
> designated by the U.S. Department of Commerce") as the Root Zone
> Maintainer. The accountability function currently performed by NTIA
> regarding the RZM role, as well as the discussion of the RZM management
> administrative interface currently used by NTIA are within the scope of the
> CWG.  The issue of who performs the Root Zone Maintainer (RZM) role is not
> in scope for the CWG and should be dealt with in a subsequent effort as
> needed. . ."
>
> If I am correct on the scope, the charter can be changed but that would
> require approval of all the chartering organizations.
>
> For anything that is out of scope, the CWG could recommend that 'a
> subsequent effort' be initiated and could possibly provide
> guidelines/requirements for that effort.
>
> Chuck
>
> -----Original Message-----
> From: cwg-stewardship-bounces at icann.org [mailto:
> cwg-stewardship-bounces at icann.org] On Behalf Of Mueller, Milton L
> Sent: Monday, October 05, 2015 10:39 AM
> To: Alan Greenberg; Grace Abuhamad; cwg-stewardship at icann.org
> Subject: Re: [CWG-Stewardship] Responses to ICG Questions
>
> Alan,
>
> I still find your answers unsatisfying.
>
> > -----Original Message-----
> AG
> > What I (or anyone on the CWG or ICG) is not the issue. WE cannot
> > unilaterally cancel the agreement between tow other parties, and if
> > Verisign plans to do that, I have not been informed.
>
> Please stop knocking down straw men. No one is claiming that CWG can alter
> the Verisign Cooperative Agreement, and in fact there are several
> statements I have made and ICG has made recognizing that that part of the
> transition is in NTIA's hands. I see a tendency here to say that because
> NTIA must modify the CA, that CWG is absolved of the responsibility for
> designing the relationship between PTI, ICANN and whoever the RZM is.
>
> > The CWG *HAS* laid out how this should unfold and it is documented in
> > 1150, 2b. We have not drafted the contract, and I believe that without
> > an indication from the NTIA as to how it will proceed, I believe that
> > is premature.
>
> Does  1150 2b answer any of the following questions?
>  - Does PTI contract with the RZM, or does ICANN? Or does someone else?
>  - Who is the principal and who is the agent of this contract?
>  - If ICANN is the principal, can it decide to give the contract to
> someone besides Verisign? On what time frame? On what criteria?
>  - What are the basic terms/elements of this contract? Does the RZM get
> paid?
>
>
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