ICANN and RIR Relationship Agreement

[Draft] ICANN-RIR Relationship Agreement 9 April 2002   PDF

ICANN and Regional Internet Registries

Table of contents

1 Definitions

2 Status of Parties and Scope of this Agreement
2.1 Administration of Numbering Resources
2.2 Recognition of the RIRs
2.3 Recognition of ICANN
2.4 Scope of this Agreement

3 Global Addressing Policies
3.1 Policy Baseline
3.2 Procedure for Revision of Policies
3.3 Compliance with Policies as Revised

4 Provision of Numbering Resources

5 Financial Contributions
5.1 Financial Contributions for Base Years by the Recognized RIRs to ICANN
5.2 Time of Payment for Financial Contributions for Base Years
5.3 Subsequent Annual Financial Contributions
5.4 ICANN Budgetary Process: Adjusting the Annual Financial Contribution
5.5 Adjusting the Relative Shares of the Recognized RIRs' Financial Contribution
5.6 Suspension of Payment Obligations upon ICANN Breach
5.7 Acknowledgments and Warranties

6 Other Aspects of the Recognized RIR-ICANN Relationship
6.1 Recognized RIRs' Rights
6.2 Revisions to the Recognized RIRs' Geographical Areas of Responsibility
6.3 Other Limitations on ICANN Actions Affecting Recognized RIRs

7 Resolution of Disputes
7.1 Consensual Dispute Resolution
7.2 Arbitration of Disputes

8 Governing Law

9 Term, Renewal, and Review

10 Survival

11 Miscellaneous
11.1 Notices
11.2 Successors and Assigns
11.3 No Third-Party Beneficiaries
11.4 Addenda
11.5 Effectiveness and Amendment

12. No Liability for Other Parties' Actions

Addenda
APNIC-ICANN
ARIN-ICANN
RIPE NCC-ICANN

Annex 1

Annex 2

This ICANN and RIR Relationship Agreement ("Agreement") is made on [date to be inserted] between the following Parties:

1. Internet Corporation For Assigned Names and Numbers

A California non-profit public-benefit corporation, with a principal place of business at 4676 Admiralty Way, Suite 330, Marina del Rey, California 90292-6610 USA.

Phone: +1 310 823-9358
Facsimile: +1 310 823-8649
Email: ceo@icann.org
(ICANN)

2. American Registry For Internet Numbers, Ltd.

A Virginia non-profit corporation approved as a Section 501(c)(6) organization exempt from federal income tax, with a principal place of business at 3635 Concorde Parkway, Suite 200, Chantilly, Virginia 20151 USA
Phone: +1 703 227-9840
Facsimile: +1 703-263-0111
Email: arin@arin.net
(ARIN)

3. Asia Pacific Network Information Centre

An Australian non-profit company, registered with (Australian Business Number) ABN 42 081 528 010, and a principal place of business at Level 1, 33 Park Road, Milton, Brisbane 4064, Australia,
Phone: +61 7 3858 3100
Facsimile: +61 7 3858 3199
Email: dg@apnic.net
(APNIC)

4. Réseaux Internet Protocol Européens Network Coordination Centre

A non-profit membership association, registered under Dutch law with the Chamber of Commerce (Kamer van Koophandel), Amsterdam, Nr. 40539632, with the principal place of business at Singel 258,
1016 AB Amsterdam, The Netherlands,
Phone: +31 20 535 4444,
Facsimile: +31 20 535 4445,
Email: ncc@ripe.net
(RIPE NCC)

The Parties agree as follows:

1 Definitions

In this Agreement, the following terms shall have the following meanings:

Addendum means the required Recognized RIR-ICANN Addendum to this Agreement that must be entered into by each Recognized RIR contemporaneously with its entry into this Agreement, which may be amended from time to time as is described in this Agreement. This Agreement and Addenda shall not be effective until executed by each person authorized to sign this Agreement and Addenda on behalf of ICANN and each Recognized RIR.

Arbitration Location means means Bermuda, or such other location as is agreed by all Parties to any arbitration under Section 7.2 of this Agreement.

Arbitration Rules means the version of the Rules of Arbitration of the International Chamber of Commerce in force as of 1 January 1998.

ASO means the Address Supporting Organization established pursuant to ICANN's bylaws and the ASO MOU.

ASO MOU means the Address Supporting Organization Memorandum of Understanding, originally entered by ICANN, APNIC, ARIN, and RIPE NCC on October 18, 1999, and including Amendment 1 entered by those parties on October 12, 2000, but excluding amendments subsequent to this Agreement.

Financial Contribution means the aggregate annual payment made under this Agreement by all Recognized RIRs to ICANN. This payment may be adjusted annually pursuant to Section 5.

Geographical Area of Responsibility means a Recognized RIR's geographic area of responsibility as of the Effective Date of this Agreement and as set forth in the Addendum and which may be changed only in accordance with the procedure described in Section 6.2 of this Agreement.

Global Addressing Policy means a policy within the area assigned for policy development to the ASO according to Section 4(b) of the ASO MOU.

Initial Term means a term of 4 years from the date of this Agreement.

Numbering Resources means Internet Protocol Address Space, including IPv4, IPv6, IP address reverse lookup (e.g. in-addr.arpa for IPv4 and the similar domain for IPv6), and related identifiers used in Internet inter-domain routing, including autonomous system numbers and legacy address space within the Recognized RIRs' geographical areas of responsibility.

Parties means entities (including ICANN) as to which the ASO MOU and this Agreement are in effect.

Recognized RIR means an entity (other than ICANN) as to which the ASO MOU and this Agreement are in effect.

Renewal Terms means means terms of renewal of this Agreement each consisting of 3 years.

2 Status of Parties and Scope of this Agreement

2.1 Administration of Numbering Resources

(a) The Parties acknowledge that the Numbering Resources are to be managed for the use and benefit of present and future operators and users of the Internet. Since certain Numbering Resources and their usage are limited by technology, the Parties or their predecessors have since 1991 co-operated to coordinate the provision of Numbering Resources to operators and users of the Internet in support of present Internet operations and the future development of the Internet. The Parties agree that this coordination should be done in an open and transparent manner involving as little cost as possible for the operators and users.

(b) The Parties recognize that they share a responsibilty to facilitate continued management of Numbering Resources in the event that any Party becomes unable to carry out its role under this Agreement. (See Sections 2.2 and 2.3.) In the event of any such inability, all Parties will cooperate to provide continuity of service with minimal disruption.

2.2 Recognition of the RIRs

The Parties acknowledge that each of the Recognized RIRs is, and throughout the term of this Agreement shall remain, the entity responsible for allocation and assignment of Numbering Resources as well as facilitating development of policies for their Geographical Area of Responsibility.

The Parties further acknowledge that the Recognized RIRs derive their authority from the Recognized RIRs' members and other participating parties in their Geographical Area of Responsibility.

2.3 Recognition of ICANN

The Parties acknowledge that ICANN is, and throughout the term of this Agreement shall remain, the Internet coordination entity globally responsible for, among other things, overall oversight of the management of Numbering Resource spaces.

2.4 Scope of this Agreement

The scope of this Agreement is limited to describing certain terms and conditions of the relationship among the Parties. Other documents may be mutually agreed to among the Parties that describe other aspects of their relationship, including operational activities and procedures. Amendments to this Agreement may be made only according to Section 11.5(b).

3 Global Addressing Policies

3.1 Policy Baseline

The Parties acknowledge that current Global Addressing Policies exist from documented policies issued before the date of this Agreement, such as Requests for Comments (including BCP 12 and RFC 2450) and ICP-2 ("Criteria for Establishment of New Regional Internet Registries").

3.2 Procedure for Revision of Policies

(a) The Parties also acknowledge that Global Addressing Policies are subject to revision and supplementation to reflect evolution of the Internet and of the bodies responsible for its technical coordination. The Parties hereby reaffirm their support for the process set forth in the ASO MOU as the appropriate framework for employing the consensus-based policy-formulation processes of the Recognized RIRs and ICANN in an integrated way to revise and supplement Global Addressing Policies.

(b) The Parties pledge to support the process for formulation of Global Addressing Policies set forth in the ASO MOU during the term of this Agreement.

(c) To the extent the ASO MOU and this Agreement are in conflict: (1) with respect to the process for establishment or revision of Global Addressing Policies during the term of this Agreement, the ASO MOU would take precedence in construing such documents and (2) with respect to all other matters, including the compliance with Global Addressing Policies required by Section 3.3, this Agreement would take precedence in construing such documents.

3.3 Compliance with Policies as Revised

(a) During the term of this Agreement, ICANN will comply with Global Addressing Policies, including revisions of those policies that are recommended by the ASO Address Council and adopted by the ICANN Board in compliance with Section 3.2.

(b) During the term of this Agreement, the Recognized RIRs will comply with Global Addressing Policies, including revisions of those policies that are recommended by the ASO Address Council and adopted by the ICANN Board in compliance with Section 3.2.

(c) The Recognized RIRs shall be afforded at least one-hundred twenty days after receiving notice of any addition to or revision of Global Addressing Policies in which to comply with the additional or revised policies, unless the ICANN Board reasonably determines, with notice to the Recognized RIRs, that a shorter period is feasible to implement and is required by the urgency of the matter.

4 Provision of Numbering Resources

(a) Within fifteen (15) business days after a Recognized RIR sends to ICANN a written request for allocation of Numbering Resources, ICANN must either:

(1) allocate the requested Numbering Resources to the Recognized RIR; or

(2) provide the Recognized RIR in writing (which may be transmitted simply by e-mail):

(A) an explanation of why it has not allocated Numbering Resources as requested; and

(B) a statement of conditions under which it is willing to allocate some or all of the requested Numbering Resources; and

(C) an identification of additional information (if any) the Recognized RIR is requested to supply in connection with ICANN's further consideration of the request.

(b) ICANN will allocate Numbering Resources to the Recognized RIR, to the extent they are available for allocation, according to Global Addressing Policies, including revisions of those policies that are recommended by the ASO Address Council and adopted by the ICANN Board in compliance with Section 3.2.

(c) If the Recognized RIR believes that ICANN has failed to allocate Numbering Resources it has requested in violation of this Agreement, then the Recognized RIR may within thirty days (30) invoke the Resolution of Disputes procedures under Section 7.

(d) During any such dispute ICANN will supply the Recognized RIR with interim Numbering Resources, notwithstanding the dispute, according to any Global Addressing Policy on that topic that is adopted under Section 3.2. By supplying such Numbering Resources during the dispute the position of the Parties will not be compromised.

5 Financial Contributions

5.1 Financial Contributions for Base Years by the Recognized RIRs to ICANN

Each Recognized RIR will pay ICANN, pursuant to the time schedule set forth in Section 5.2, its proportional share of the Financial Contribution as established in the Addendum, which aggregate amount will total
US$428,000.00 for the period 1 July 1999 to 30 June 2000,
US$428,000.00 for the period 1 July 2000 to 30 June 2001, and
US$496,000 for the period 1 July 2001 to 30 June 2002.

5.2 Time of Payment for Financial Contributions for Base Years

During the period from the signing of this Agreement until June 30, 2002, ICANN will bill each Recognized RIR its proportional share of the Financial Contribution quarterly in arrears and the Recognized RIR will pay within one month.

Any payments which refer to quarters ending before the making of this Agreement will be billed immediately upon signing and paid within one month.

5.3 Subsequent Annual Financial Contributions

During the term of this Agreement, in subsequent years ending on June 30, ICANN will bill each Recognized RIR its share of the aggregate annual Financial Contribution quarterly in arrears and the Recognized RIR will pay within one month.

5.4 ICANN Budgetary Process: Adjusting the Annual Financial Contribution

(a) The amount of annual Financial Contribution shall be determined, subject to the limitations of Section 5.4(b) below, in the annual ICANN budget process. ICANN shall give the Recognized RIRs a formal role in the process, as follows:

(1) The budget initially proposed by the President of ICANN in the budget process will be directly transmitted via email to the Recognized RIRs for review and comment, with at least thirty days for study and response.

(2) After the time for responses, an in-person or telephonic meeting will be convened, with invited participation of the Recognized RIRs directly contributing the funds to ICANN's cost-recovery program (including the Recognized RIRs as a group represented), to review the proposed budget in detail and to seek consensus on areas of controversy.

(3) The Recognized RIRs will be given a semi-annual update on ICANN's financial situation, including figures showing the degree to which ICANN's revenues are exceeding or falling short of the approved budget.

(b) Any adjustment to the annual Financial Contribution may only be made in accordance with the following procedures:

(1) Any adjustment that would result in the Financial Contribution (in the aggregate among all Recognized RIRs) being more than 15% over the prior year's Financial Contribution or more than 25% over the Financial Contribution from three years earlier must be expressly approved by Recognized RIRs which collectively paid two-thirds of the Financial Contribution in the prior year.

(2) Any upward adjustment to the Financial Contribution shall be specifically approved by the ICANN Board, according to the procedures of Article III, Section 3(b) of ICANN's Bylaws as written as of the date of this Agreement.

5.5 Adjusting the Relative Shares of the Recognized RIRs Financial Contribution

(a) As of the beginning of any ICANN financial year, the Recognized RIRs have the right to agree amongst themselves in writing to shift their respective relative shares of their Financial Contribution. If the Recognized RIRs so agree, the Recognized RIRs shall send a mutually signed written notice of their agreement to ICANN before ICANN's sending of the first bill affected by the agreement. The adjusted relative shares of the Recognized RIRs Financial Contribution shall have a sum total of 100%. ICANN can object to such reallocation, specifying in writing its concerns. The Recognized RIRs shall evaluate such concerns.

(b) In the event that an RIR is added as a Party to this Agreement, then beginning in the next ICANN financial year its share of the Financial Contribution and that of any Recognized RIR having its Geographic Area of Responsibility affected by the addition shall be as established by any written agreement between or among the added Recognized RIR and the affected pre-existing Recognized RIR(s) or, in the absence of such an agreement, by reallocating the Financial Contribution shares of the affected pre-existing Recognized RIR(s) to the added Recognized RIR according to the relative numbers of non-legacy IP addresses allocated to entities within the adjusted Geographic Areas of Responsibility.

(c) In the event that a Recognized RIR is deleted as a Party to this Agreement, then the shares of the remaining Recognized RIRs shall be increased proportionately so that their sum total is 100%, subject to readjustment by Recognized RIR agreement under Section 5.5(a).

5.6 Suspension of Payment Obligations Upon ICANN Breach

If ICANN breaches this Agreement, the affected Recognized RIR's duty to pay any amounts under Section 5 shall be suspended until ICANN remedies that breach.

5.7 Acknowledgments and Warranties

(a) ICANN:

(1) Acknowledges that each Recognized RIR only has an obligation to pay ICANN the individual Recognized RIR's Financial Contribution; and

(2) Warrants that ICANN will use reasonable endeavors to obtain the rest of the Financial Contribution in various percentages from the other Recognized RIRs.

(b) In the event ICANN has an unanticipated revenue shortfall or unanticipated expense overrun the Recognized RIRs agree to participate in good faith discussions among all significant Internet stakeholders about the means for addressing the revenue shortfall or expense overrun, including additional contributions by the various stakeholders to ICANN.

6 Other Aspects of the Recognized RIR-ICANN Relationship

6.1 Recognized RIRs' Rights

Except as otherwise required by this Agreement, each Recognized RIR has the right to:

(a) Manage and exercise sole control over its relationship with its members;

(b) Participate in formal or informal supporting organizations or groups of Recognized RIRs, including but not limited to the ASO;

(c) Act in accordance with its Internet Protocol allocation/assignment guidelines (as they exist from time to time); and,

(d) Serve the interests of its members.

6.2 Revisions to the Recognized RIRs' Geographical Areas of Responsibility

The Parties acknowledge that ICANN has the authority to develop requirements and policies for the approval of additional Recognized RIRs provided that all of the following criteria are satisfied:

(a) The proposed new Recognized RIR is approved in accordance with Section 3.3(a) of this Agreement and Section 9 of the ASO MOU; and,

(b) The proposed new Recognized RIR agrees in writing to be bound by the terms of the ASO MOU and this Agreement, including an Addendum that shall comply with the requirements set forth in Section 11.4 of this Agreement. The Recognized RIRs' shares of Financial Contributions shall be reallocated according to Section 5.5(b) and Geographical Areas of Responsibility shall be reallocated according to Global Addressing Policies.

6.3 Other Limitations on ICANN Actions Affecting Recognized RIRs

With respect to all matters that impact the rights, obligations, or role of any recognized RIR, ICANN shall during the term of this Agreement:

(a) Exercise its responsibilities in an open and transparent manner;

(b) Not apply standards, policies, procedures or practices arbitrarily, unjustifiably, or inequitably and not single out the Recognized RIR for disparate treatment unless justified by substantial and reasonable cause;

(c) Ensure, through its reconsideration and independent review policies, adequate appeal procedures for the Recognized RIR, to the extent the Recognized RIR is adversely affected by ICANN standards, policies, procedures or practices;

(d) Not act as a Internet Protocol Address Registry in competition with the Recognized RIR;

(e) Except as permitted by Global Addressing Policies (in which case ICANN shall first consult with the RIRs according to those policies) or in conformity with Annex 2 to this Agreement, not allocate or authorize allocation of Numbering Resources to any entity within an Recognized RIR's Geographical Area of Responsibility other than the Recognized RIR itself; and

(f) Not transfer any of its rights or authority regarding Numbering Resources to any other organization except in accordance with a Global Addressing Policy.

7 Resolution of Disputes

7.1 Consensual Dispute Resolution

Any dispute between the Parties arising out of or relating to this Agreement, whether arising before or after termination of this Agreement, shall, include the following steps:

(a) An aggrieved party must set out the dispute in writing ("Dispute Notice") and deliver it to the other party to the dispute, with a copy to all other signatories to this Agreement. This notice must be delivered within thirty (30) days after the aggrieved party learns, or with reasonable efforts should have learned, of the cause for dispute.

(b) The party who has received a Dispute Notice pursuant to Section 7.2(a) must send a written response to the party that sent the Dispute Notice, with a copy to all other signatories to this Agreement, within thirty (30) days after receiving the Dispute Notice.

(c) The Parties must negotiate in good faith and use reasonable endeavors to resolve the dispute amicably beginning from the day that the party receives the Dispute Notice and not to exceed ninety (90) days.

7.2 Arbitration of Disputes

(a) The Parties agree that, if any dispute arising in respect of this Agreement cannot be resolved under Section 7.1 within ninety (90) days after the Dispute Notice, then the dispute shall be referred, at the election of any party, to arbitration. Notwithstanding the previous sentence, and Section 7.1, nothing prevents a Party to this agreement from immediately initiating arbitration while the provisions of Section 7.1 are being complied with, and the resulting arbitration may take place simultaneously with the requirements of Section 7.1, provided that the Arbitral Tribunal may suspend the arbitration (with a tolling of timing requirements) to allow completion of the dispute-resolution procedures of Section 7.1. All disputes arising out of or in connection with the present Agreement shall be finally settled under the International Chamber of Commerce's (ICC's) Rules of Arbitration by arbitrators appointed in accordance with this Agreement and the Rules of Arbitration, or such other rules as all parties to the arbitration agree in writing shall be utilized. Notwithstanding the foregoing, disputes about new or revised Global Addressing Policies shall not be subject to arbitration under this Agreement. The Parties to this Agreement will carry out arbitrations subject to the following provisions:

(1) There shall be three arbitrators, selected as follows:

(A) When there are only two parties to an arbitration, the arbitrators shall be chosen according to Article 8(4) of the Arbitration Rules; and

(B) When a party intervenes into an arbitration, any arbitrators who have been appointed or agreed shall continue their service. However, if an arbitration involves more than two parties before arbitrators have been appointed, the Secretariat of the Court shall provide a list of potential arbitrators that exceeds the number of parties to the arbitration (including intervening parties) by three. The ICC Court shall place on the list arbitrators who have Internet, technical, and/or judicial backgrounds. Each party will be able to strike arbitrator candidates in order so that, after all the parties to the arbitration have exercised their strikes, three arbitrators remain on the list and will constitute the Arbitral Tribunal. If ICANN is a party to the arbitration, it will be given the last strike. The members of the Arbitral Tribunal shall elect its chairman;

(2) All arbitrators shall be independent and not have a conflict of interest;

(3) The arbitration shall be conducted in accordance with the Arbitration Rules, except to the extent that the Arbitration Rules are supplemented by the terms of this Agreement;

(4) The arbitration shall take place in the Arbitration Location;

(5) The language of the arbitration will be English;

(6) The arbitrators shall make a decision based upon the Parties' rights and obligations under this Agreement and any rules and principles of Governing Law (see Section 8);

(7) The arbitration will be completed and an award shall be rendered within one-hundred twenty (120) days after the sooner of (a) the last signature by a Party or the Arbitration Tribunal to the Terms of Reference or (b) notification of the Parties that the Terms of Reference have been approved by the Court;

(8) A decision of a majority of the arbitrators will be final and binding on the disputing Parties; and

(9) Costs of the arbitration shall be allocated between or among the parties to the arbitration according to the Arbitration Rules, provided that in all events each party shall bear its own attorneys' fees in connection with the arbitration.

(b) Any party to an arbitration shall have the right to institute litigation in a court to enforce an arbitration award under Section 7.2(a) of this Agreement. Such litigation may be filed in a court located in the Arbitration Location, but the Parties shall also have the right to enforce any judgment arising from such litigation in any court of competent jurisdiction.

(c) Any Party to this Agreement shall have the right to seek, either prior to the dispute being committed to arbitration under this Section 7 or during the pendency of an arbitration, temporary or preliminary injunctive relief from a court for the purpose of preserving its rights pending completion of arbitration proceedings, which shall not be a waiver of the arbitration agreement in Section 7.2(a). Any court action under this Section 7.2(c) shall occur in a court in the Arbitration Location, subject to the right of the parties to a dispute to agree on a different court.

(d) Except as provided in Sections 7.2(b) and 7.2(c), the Parties shall not pursue litigation against one another concerning any dispute arising in respect of this Agreement.

(e) As all the Parties may have an economic and legal interest in the findings of the Arbitral Tribunal, such Parties may participate in the arbitration through intervention. Signatories to this Agreement may intervene into the arbitration in the following way:

(1) Upon motion, a Party is required to make a showing that it has an interest in the issues before the Arbitral Tribunal. Any motion shall be made before the Terms of Reference are approved.

(2) Motions to intervene should be liberally granted and, if none of the parties to the arbitration oppose the motion to intervene, the motion should be granted as of right.

(3) An intervening party may participate in the arbitration as if it were an original party.

(f) Each party and intervening party to the arbitration shall be given the opportunity to file a final document with the Arbitral Tribunal before the close of arbitration in support of its factual and legal contentions.

8. Governing Law

Issues of law arising in connection with the interpretation of this Agreement shall be resolved by the rules of law determined by the conflict of laws rules which the arbitration panel considers applicable; provided that the validity, interpretation, and effect of acts of a Recognized RIR shall be judged according to the laws of the jurisdiction under which it is established (or incorporated) and the validity, interpretation, and effect of acts of ICANN shall be judged according to the laws of the State of California, USA.

9. Term, Renewal, and Review

(a) This Agreement shall remain in effect for the Initial Term and shall be automatically renewed for additional Renewal Terms, unless a Party provides written notice to the other Parties of its intention to not renew the Agreement at least ninety (90) days prior to the expiration of the Initial Term or any Renewal Term. A termination by one Party does not terminate this Agreement between or among the remaining Parties.

(b) A Party may leave the Agreement as follows:

(1) In case it does not renew this Agreement pursuant to Section 9(a); or

(2) In case an arbitration award determines that the Party failed to perform its duties under this Agreement and the Party does not rectify such failure within thirty (30) days after a subsequent written request from another Party (In this case the other Party may send notice of immediate termination of the first Party's participation in this Agreement.); or

(3) The Party becomes bankrupt or insolvent; or

(4) According to Section 9(e); or

(5) In case the ICANN Board approves a new or revised Global Addressing Policy that is not identical to a recommendation of the ASO Address Council (either because there was no such recommendation or because the recommendation differed from the adopted policy), any Recognized RIR may elect to withdraw from this Agreement by giving the other Parties written notice of its withdrawal. Upon the giving of that notice, the obligation under Section 3.3(b) of the Recognized RIR giving notice to comply with the new or revised Global Addressing Policy shall be immediately suspended. The withdrawal shall become effective ninety (90) days after the notice is given, during which period the parties must negotiate in good faith and use reasonable efforts to resolve their different positions regarding the new or revised Global Addressing Policy.

In all five cases the departing Party shall retain the liabilities it accrued before leaving the Agreement, but shall not otherwise have continuing obligations under this Agreement.

(c) The expiration or termination of this Agreement shall not affect the validity of allocations or assignment of Numbering Resources made during the term of this Agreement.

(d) No later than one hundred eighty (180) days before the end of the Initial Term and any Renewal Term, the Parties must meet to:

(1) Review this Agreement;

(2) Discuss any changes proposed to the Agreement; and

(3) If agreed to by all of the Parties make appropriate amendments to this Agreement.

(e) In the event that during the term of this Agreement any Party undertakes changes to itself that any Party deems are inconsistent with continued performance under this Agreement, then any Party may give written notice to the other Parties promptly after learning of the change. Within sixty (60) days after that notice, the Parties must meet to review the changes and their effects on continued performance under this Agreement, to discuss any amendments to the Agreement proposed in view of the changes, and if agreed by all of the Parties to make appropriate amendments to this Agreement. If, after consultations over a period of at least thirty (30) days, any Party concludes that continued performance under this Agreement (as amended) is not practical in view of the changes, then that Party may withdraw from this Agreement by giving all other Parties sixty (60) days written notice.

10 Survival

If this agreement is terminated or not renewed according to Section 9(b), Sections 1, 2.1, 2.4, 7, 8, 10, 11 shall survive.

11 Miscellaneous

11.1 Notices

(a) Whenever under this Agreement one Party is required or permitted to give notice to another Party, such notice shall be deemed given:

(1) When delivered in hand and a receipt or other certification of delivery is obtained, or

(2) When sent through the mails of a country postal service then as set forth in Addendum of this Agreement or when sent by a reputable courier service with package tracing capabilities sufficient to determine that delivery has occurred, or

(3) When sent by electronic facsimile and e-mail and receipt is acknowledged by the receiving Party.

(In the case of communications under Section 4(a), they may be made by e-mail alone.)

(b) All notices must be in legible writing and in English addressed as set forth below, unless that Party has given a notice of change of address in writing.

(1) If to ICANN, addressed to:

Internet Corporation for Assigned Names and Numbers
Attn: President
4676 Admiralty Way, Suite 330
Marina del Rey, California 90292 USA
Telephone: 1/310/823_9358
Facsimile: 1/310/823_8649
E-mail: ceo@icann.org

(2) If to a Recognized RIR, then addressed as provided in the Addendum to this Agreement signed by that Recognized RIR.

11.2 Successors and Assigns

This Agreement may not be assigned by any Party without the prior written consent of the others, and any attempted unauthorized assignment will be void. Notwithstanding this prohibition, in the event any Party changes its jurisdiction of incorporation or tax status, this Agreement shall continue in full force and effect.

11.3 No Third-Party Beneficiaries

This Agreement shall not be construed to create any obligation by either ICANN or the Recognized RIRs to any nonparty to this Agreement, including any entity applying for assignment of Numbering Resources.

11.4 Addenda

Each Recognized RIR and ICANN shall execute an Addendum to this Agreement. Each of these Addenda shall include terms necessary to particularize the relationship between the Parties by including such terms as: Geographic Area of Responsibility, Financial Contributions for base years, and Notice to the Recognized RIR.

11.5 Effectiveness and Amendment

(a) This Agreement and the Addenda shall not be deemed effective, final or binding upon the Parties until executed by each person authorized to sign this Agreement and the Addenda on behalf of ICANN and each Recognized RIR. The Addenda and Annexes are incorporated by reference into and made part of this Agreement. This Agreement and each Addendum may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute but one and the same document.

(b) This Agreement shall not be modified except in writing signed by all of the Parties to this Agreement. Each Addendum shall not be modified except in writing signed by both Parties to the Addendum.

12 No Liability for Other Parties' Actions

This Agreement does not constitute any of the Parties as a partner, joint venture, agent, principal, or franchisee of any other Party. This Agreement will in no way establish any responsibility or liability of any Party (including any Recognized RIR) for any actions, or lack of action by any other Party (including any other Recognized RIR).

Executed as an Agreement:

INTERNET CORPORATION FOR ASSIGNED NAMES AND NUMBERS

By: __________________________
M. Stuart Lynn
President and CEO

AMERICAN REGISTRY FOR INTERNET NUMBERS

By __________________________
Raymond A. Plzak
President and CEO

ASIA PACIFIC NETWORK INFORMATION CENTRE

By :__________________________
Paul Wilson
Director General

RÉSEAUX INTERNET PROTOCOL EUROPÉENS NETWORK COORDINATION CENTRE

By: __________________________
Axel Pawlik
Managing Director

ADDENDUM
TO AGREEMENT
BETWEEN
INTERNET CORPORATION (ICANN)
AND
THE ASIA PACIFIC NETWORK INFORMATION CENTRE (APNIC)

This Addendum is dated as of ___________________, 2002 by and between the Internet Corporation for Assigned Names and Numbers (ICANN) and APNIC. This Addendum is intended to be incorporated into the Agreement between ICANN and APNIC and made part thereof and shall be executed contemporaneously with the ICANN and RIR Agreement. The purpose of this Addendum is to further particularize the relationship between the Parties with respect to the matters set forth herein below.

1 Definition

In this Addendum the following term shall have the following meaning:

Geographical Area of Responsibility means APNIC's Geographic Area of Responsibility. As of the effective date of this Agreement it includes the countries marked APNIC in Annex 1.

5 Financial Contributions

5.1 Financial Contributions for Base Years by the Recognized RIR to ICANN

During the period from the signing of this Agreement until June 30, 2002, APNIC will pay ICANN its proportional share of the financial contribution amounting to a total of US$278,080, which accounts for fifteen percent (15%) of the total Recognized RIR contribution of US$428,000.00 for the ICANN financial year from 1 July 1999 to 30 June 2000, twenty-one percent (21%) of the total Recognized RIR contribution of US$428,000.00 for the ICANN financial year from 1 July 2000 to 30 June 2001, and twenty-five percent (25%) of the total Recognized RIR contribution of US$496,000.00 for the ICANN financial year July 2001 to June 2002.

11 Miscellaneous

11.1 Notices

(b)(2) If to APNIC, addressed to:

Asia Pacific Network Information Centre
Attn: Director General
Level 1, 33 Park Road
Milton, Brisbane 4064, Australia,
Phone: +61 7 3858 3100
Facsimile: +61 7 3858 3199
Email: dg@apnic.net

Executed as an Agreement:

INTERNET CORPORATION FOR ASSIGNED NAMES AND NUMBERS

By: __________________________
M. Stuart Lynn
President and CEO

ASIA PACIFIC NETWORK INFORMATION CENTRE

By: __________________________
Paul Wilson
Director General

ADDENDUM
TO AGREEMENT
BETWEEN
INTERNET CORPORATION (ICANN)
AND
THE AMERICAN REGISTRY FOR INTERNET NUMBERS (ARIN)

This Addendum is dated as of ___________________, 2002 by and between the Internet Corporation for Assigned Names and Numbers (ICANN) and ARIN. This Addendum is intended to be incorporated into the Agreement between ICANN and ARIN and made part thereof and shall be executed contemporaneously with the ICANN and RIR Agreement. The purpose of this Addendum is to further particularize the relationship between the Parties with respect to the matters set forth herein below.

1 Definition

In this Addendum the following term shall have the following meaning:

Geographical Area of Responsibility means ARIN's Geographic Area of Responsibility. As of the effective date of this Agreement it includes the countries marked ARIN in Annex 1.

5 Financial Contributions

5.1 Financial Contributions for Base Years by the Recognized RIR to ICANN

During the period from the signing of this Agreement until June 30, 2002, ARIN will pay ICANN its proportional share of the financial contribution amounting to a total of US$486,040, which accounts for thirty-five percent (35%) of the total Recognized RIR contribution of US$428,000.00 for the ICANN financial year from 1 July 1999 to 30 June 2000, thirty-eight percent (38%) of the total Recognized RIR contribution of US$428,000.00 for the ICANN financial year from 1 July 2000 to 30 June 2001, and thirty-five percent (35%) of the total Recognized RIR contribution of US$496,000.00 for the ICANN financial year July 2001 to June 2002.

11 Miscellaneous

11.1 Notices

(b)(2) If to ARIN, addressed to:

American Registry for Internet Numbers, Ltd.
Attn: President and CEO
3635 Concorde Parkway, Suite 200
Chantilly, Virginia 20151 USA
Phone: +1 703 227-9840
Facsimile: +1 703-263-0111
Email: arin@arin.net

Executed as an Agreement:

INTERNET CORPORATION FOR ASSIGNED NAMES AND NUMBERS

By: __________________________
M. Stuart Lynn
President and CEO

AMERICAN REGISTRY FOR INTERNET NUMBERS

By: __________________________
Raymond A. Plzak
President and CEO

ADDENDUM
TO AGREEMENT
BETWEEN
INTERNET CORPORATION (ICANN)
AND
RÉSEAUX INTERNET PROTOCOL EUROPÉENS NETWORK COORINATION CENTRE (RIPE NCC)

This Addendum is dated as of ___________________, 2002 by and between the Internet Corporation for Assigned Names and Numbers (ICANN) and RIPE NCC. This Addendum is intended to be incorporated into the Agreement between ICANN and RIPE NCC and made part thereof and shall be executed contemporaneously with the ICANN and RIR Agreement. The purpose of this Addendum is to further particularize the relationship between the Parties with respect to the matters set forth herein below.

1 Definition

In this Addendum the following term shall have the following meaning:

Geographical Area of Responsibility means RIPE NCC's Geographic Area of Responsibility. As of the effective date of this Agreement it includes the countries marked RIPE in Annex 1.

5 Financial Contributions

5.1 Financial Contributions for Base Years by the Recognized RIR to ICANN

During the period from the signing of this Agreement until June 30, 2002, RIPE NCC will pay ICANN its proportional share of the financial contribution amounting to a total of US$587,880, which accounts for fifty percent (50%) of the total Recognized RIR contribution of US$428,000.00 for the ICANN financial year July 1999 to June 2000, forty-one percent (41%) of the total Recognized RIR contribution of US$428,000.00 for the ICANN financial year July 2000 to June 2001, and forty percent (40%) of the total Recognized RIR contribution of US$496,000.00 for the ICANN financial year July 2001 to June 2002.

11 Miscellaneous

11.1 Notices

(b)(2) If to RIPE NCC, addressed to:

Réseaux Internet Protocol Européens Network Coordination Centre
Attn: Managing Director
Singel 258
1016 AB Amsterdam
The Netherlands
Phone: +31 20 535 4444,
Facsimile: +31 20 535 4445,
Email: ncc@ripe.net

Executed as an Agreement:

INTERNET CORPORATION FOR ASSIGNED NAMES AND NUMBERS

By: __________________________
M. Stuart Lynn
President and CEO

RÉSEAUX INTERNET PROTOCOL EUROPÉENS NETWORK COORDINATION CENTRE

By: __________________________
Axel Pawlik
Managing Director

Annex 1

The table below defines the geographical area of each Recognized RIR on the date this Agreement is signed.

ARIN:

APNIC:

RIPE NCC: