August 2016 - CWG-Stewardship

IANA IPR Documents in Word and PDF
by Greg Shatan Aug. 11, 2016

Aug. 11, 2016

All, Here are versions in Word as well as PDF. Other than one change to the Assignment (mentioned below) and some yellow highlighting, these are identical to those distributed earlier -- so if you have begun your review of these documents there's no need to start over. Greg ---------- Forwarded message ---------- From: Jorge Contreras <contreraslegal(a)att.net> Date: Wed, Aug 10, 2016 at 7:19 PM Subject: Re: [Iana-ipr] [contreraslegal(a)att.net: Final documents] To: Greg Shatan <gregshatanipc(a)gmail.com> Cc: Alissa Cooper <alissa(a)cooperw.in>, iana-ipr(a)nro.net, Andrew Sullivan < ajs(a)anvilwalrusden.com> Here they are, in PDF and DOC, with yellow highlighting restored to the License, and “TBD prior to signing” in 6.1 of the Assignment. Jorge L. Contreras Contreras Legal Strategy LLC 1711 Massachusetts Ave. NW, No. 710 Washington, DC 20036 contreraslegal(a)att.net The contents of this message may be attorney-client privileged and confidential. If you are not the intended recipient, please delete this message immediately. From: Greg Shatan <gregshatanipc(a)gmail.com> Date: Wednesday, August 10, 2016 at 5:08 PM To: Jorge Contreras <contreraslegal(a)att.net> Cc: Alissa Cooper <alissa(a)cooperw.in>, <iana-ipr(a)nro.net>, Andrew Sullivan < ajs(a)anvilwalrusden.com> Subject: Re: [Iana-ipr] [contreraslegal(a)att.net: Final documents] Can we get Word documents as well as the PDFs? I expect to get this request from people in the CWG, and I'd rather be able to meet it than say no. Thanks. Greg On Wed, Aug 10, 2016 at 7:04 PM, Jorge Contreras <contreraslegal(a)att.net> wrote: > Ok. I will do that and the yellow highlighting. > > Sent from my iPhone > > > On Aug 10, 2016, at 4:32 PM, Alissa Cooper <alissa(a)cooperw.in> wrote: > > > > > >> On Aug 10, 2016, at 3:22 PM, Andrew Sullivan <ajs(a)anvilwalrusden.com> > wrote: > >> > >> Hmm, I thought this was the form we chose on the call today. I'm ok > >> with [TBD before signing]. Would that do? > > > > Yes, that works. > > Alissa > > > >> > >> A > >> > >>> On Wed, Aug 10, 2016 at 03:15:32PM -0700, Alissa Cooper wrote: > >>> I think the [TBD] in 6.1 of the assignment agreement needs a footnote > of explanation. Commenters will not know whether the parties intent to sign > the agreement as-is and decide on the value of X afterward, or whether the > parties intend to specify X before signing. > >>> > >>> Alissa > >>> > >>>> On Aug 10, 2016, at 2:38 PM, Andrew Sullivan <ajs(a)anvilwalrusden.com> > wrote: > >>>> > >>>> Hi, > >>>> > >>>> Here are the documents. > >>>> > >>>> The license still says something about "things highlighted in yellow" > >>>> but I think they've all been changed to bold. Jorge had to go, but I > >>>> told him and presumably he can regenerate later. > >>>> > >>>> A > >>>> > >>>> ----- Forwarded message from Jorge Contreras <contreraslegal(a)att.net> > ----- > >>>> > >>>> Date: Wed, 10 Aug 2016 15:30:48 -0600 > >>>> From: Jorge Contreras <contreraslegal(a)att.net> > >>>> To: Andrew Sullivan <ajs(a)anvilwalrusden.com> > >>>> Subject: Final documents > >>>> > >>>> > >>>> ----- End forwarded message ----- > >>>> > >>>> -- > >>>> Andrew Sullivan > >>>> ajs(a)anvilwalrusden.com > >>>> <Community-Agreement_-_08-10-2016_final_clean.pdf> > >>>> <License_Agreement_IANA_IPR_08-10-2016_final_clean.pdf> > >>>> <Assignment_Agreement_08-10-2016_final_clean.pdf> > >>>> _______________________________________________ > >>>> Iana-ipr mailing list > >>>> Iana-ipr(a)nro.net > >>>> https://www.nro.net/mailman/listinfo/iana-ipr > >>> > >>> > >>> _______________________________________________ > >>> Iana-ipr mailing list > >>> Iana-ipr(a)nro.net > >>> https://www.nro.net/mailman/listinfo/iana-ipr > >> > >> -- > >> Andrew Sullivan > >> ajs(a)anvilwalrusden.com > >> > >> _______________________________________________ > >> Iana-ipr mailing list > >> Iana-ipr(a)nro.net > >> https://www.nro.net/mailman/listinfo/iana-ipr > > > > > > _______________________________________________ > > Iana-ipr mailing list > > Iana-ipr(a)nro.net > > https://www.nro.net/mailman/listinfo/iana-ipr > > > _______________________________________________ > Iana-ipr mailing list > Iana-ipr(a)nro.net > https://www.nro.net/mailman/listinfo/iana-ipr >

1 0

IANA IPR Documents for review.
by Greg Shatan Aug. 10, 2016

Aug. 10, 2016

All: As promised, here are the IANA IPR documents for final review by the CWG before posting for public comment. If you have any comments, please respond to this thread or provide them during tomorrow's call. Please note that I was only provided PDFs. Best regards, Greg

1 0

"Strawman" Description of IANA Names Service
by Greg Shatan Aug. 10, 2016

Aug. 10, 2016

A brief description of the "IANA Names Service" is required for the IANA IPR agreements. Here is a strawman, derived from the Naming Functions Agreement: *IANA NAMES SERVICE* The IANA Names Service consists of (a)Management of the DNS Root Zone; (b) Management of the .INT top-level domain; (c) Maintenance of a repository of internationalized domain name tables and label generation rule sets; and (d) Provision of other services related to the management of .INT top-level domains, at ICANN’s reasonable request and at ICANN’s expense. Please provide comments as soon as possible so that we can work this into the agreements before public comment, if at all possible. Thank you. Greg

5 6

Notes, Recordings, Transcript DT-O Meeting on 10 August 2016
by Brenda Brewer Aug. 10, 2016

Aug. 10, 2016

Dear all, The notes, recordings and transcripts for the DT-O Meeting on 10 August 2016 will be available here: https://community.icann.org/x/YgWbAw A copy of the notes and action item may be found below. Kind regards, Brenda Action Items * ACTION (Xavier): Send Chuck the additional requirement from the proposal * ACTION (Chuck): Update te Matrix with the information provided by Xavier, deem it compliant and send to CWG * ACTION (Xavier): Update the FY18 PTI OP&B Planning Calendar ppt and send to CWG * ACTION (Xavier): Send the proposed changes to the PTI Bylaws to ICANN Legal, CCing Dt-O, to forward to Sidley Notes Draft FY18 PTI OP&B Planning Calendar Proposed Change #1: Providing an earlier confirmation of the funding of ICANN for PTI operation * DT-O agrees with this change Proposed Change #2: Enhancing the perception of independence of PTI of the decision of its Board by adding PTI Board approval * Add ICANN Board approval process before the end of June per CWG proposal IANA Budget Development & Approval Compliance Matrix * Yellow & Green: DT-O recommends that CSC monitor the transparency and itemization of the budget/IANA cost and make recommendation as needed * Blue: DT-O deems it compliant * Purple: DT-O deems it compliant * Purple: Add a clarification that submitting the "proposed" budget meets the CWG's requirements * Grey: DT-O deems it compliant * Teal: Done if CWG agrees with DT-O recommendation ACTION (Xavier): Send Chuck the additional requirement from the proposal ACTION (Chuck): Update te Matrix with the information provided by Xavier, deem it compliant and send to CWG ACTION (Xavier): Update the FY18 PTI OP&B Planning Calendar ppt and send to CWG PTI Bylaws * DT-O supports the proposed PTI Bylaws changes relative to the budget ACTION (Xavier): Send the proposed changes to the PTI Bylaws to ICANN Legal, CCing Dt-O, to forward to Sidley

1 0

Fwd: [Iana-ipr] Revised IANA IPR Community Agreement
by Greg Shatan Aug. 10, 2016

Aug. 10, 2016

All, I am forwarding a revised version of the Community Agreement, prepared primarily by the IETF Trust's counsel. Please reply if you have any further comments on this draft. Please note that everyone (including the CWG) will have the opportunity to comment during the Public Comment period, which is set to begin *Thursday*. The major open issue is the entity that will be the signatory for the names community. It would be good to resolve this, even provisionally, so that it may part of the document when sent out for public comment. Greg ---------- Forwarded message ---------- From: Greg Shatan <gregshatanipc(a)gmail.com> Date: Wed, Aug 10, 2016 at 10:46 AM Subject: Fwd: [Iana-ipr] Revised IANA IPR Community Agreement To: Client <cwg-client(a)icann.org> Client Committee, Here is a revised version of the Community Agreement. Greg ---------- Forwarded message ---------- From: Jorge Contreras <contreraslegal(a)att.net> Date: Tue, Aug 9, 2016 at 9:41 PM Subject: [Iana-ipr] Revised IANA IPR Community Agreement To: "iana-ipr(a)nro.net" <iana-ipr(a)nro.net> All – here is a revised version of the Community Agreement reflecting feedback from our Monday call, as well as separate comments received from CWG and IETF. I hope that I have reflected everything accurately, and look forward to discussing any final changes before public release tomorrow. Best regards, Jorge Jorge L. Contreras Contreras Legal Strategy LLC 1711 Massachusetts Ave. NW, No. 710 Washington, DC 20036 contreraslegal(a)att.net The contents of this message may be attorney-client privileged and confidential. If you are not the intended recipient, please delete this message immediately. _______________________________________________ Iana-ipr mailing list Iana-ipr(a)nro.net https://www.nro.net/mailman/listinfo/iana-ipr

5 7

Advance Notice of Upcoming Document Distribution
by Greg Shatan Aug. 10, 2016

Aug. 10, 2016

All, The IANA IPR collaborative group will be circulating stable drafts of these three documents later today: IANA IPR License Agreement Community Agreement IANA IPR Assignment Agreement I expect to receive these drafts around 21:00 UTC (5 pm EDT), and I will circulate these as promptly as possible upon receipt. These documents will be on the agenda for tomorrow's CWG meeting. These documents will be set out for a 30-day public comment period on Thursday. Comments will be taken through the ICG's website. ICANN will post a notice on the ICANN website directing people to the ICG website. I expect that the other communities and the IETF Trust will provide similar notice, through whatever channels are used by those communities for such things. I expect relatively few changes from the documents most recently circulated to the CWG. Greg

1 0

Re: [CWG-Stewardship] [client com] CWG Comment Letter - PTI Bylaws
by Christopher Wilkinson Aug. 10, 2016

Aug. 10, 2016

Dear Jonathan, Dear Lise: I do not support this option. I consider that the constitution of PTI should be deferred until the Nominating Committee has made its appointments. Although I respect and admire the offer from the Co-Chairs to act as temporary alternates for the - not-yet-appointed - NomCom Directors, I would be concerned that you - as PTI Board members - would be subject to unreasonable and unmanageable pressures meanwhile, including in the election of a Chair of the PTI Board. In the light of recent experience, I note that CWG has been driven by a few very interested stakeholders towards a position that would facilitate, if not anticipate, an early separation of PTI from ICANN and its probable severance into two or three distinct entities, and that this orientation has been facilitated, if not explicitly supported, by CWG counsel. Whereas I am reasonable certain that this does not represent the opinion of a wide range of other stakeholders. Also, I suggest that it is time to call a halt to the vast volume of impenetrable legalese that has been generated in the matters of the PTI Bylaws, the licensing of IANA IPR, and the so-called Annexe C. Most of which is unnecessary for the Transition at this stage when - apparently - time is of the essence. Particularly as some of this material purports to address aspects of Internet management about which there are - to the best of my knowledge - no current concerns. Specifically, all discussion of the legal aspects of eventual separation, severance or separability, should be deferred until the Empowered Community has effectively taken a decision that we wish to move in that direction, the procedures for which having been defined in the Transition proposal. More generally, the Empowered Community, the PTI Board, and - dare I say so - CWG's Legal Counsel have, perforce to date, no experience in the implementation of the proposed Transition. I suggest that it would be prudent to let the Transition function, as proposed and approved, for 12 to 18 months before going any further. Meanwhile we should avoid proposals that are so detailed and abstract that they engender at best mistrust and at worst a fear of opportunism. Regards Christopher Wilkinson On 09 Aug 2016, at 17:30, Jonathan Robinson <jrobinson(a)afilias.info> wrote: > Hi Sharon. > > The IOTF was simply put in place to provide a high-frequency touch point for ICANN staff as they worked on the implementation. The context for the introduction of the IOTF was the “secondment issue” whereby ICANN staff got too far ahead of the community in their implementation work. The IOTF had no decision making capabilities, these remained reserved for the CWG. Therefore, I am not sure it is necessary to reference the IOTF. > > Accordingly, I would suggest rewording the below as: > > · CWG-Stewardship Comment: The CWG recognized that the Nominating Committee process for selecting the PTI Nominating Committee Directors would not be in place prior to the transition and therefore recommended that the two directors be identified prior to the transition to serve in the interim until the first election of PTI directors. It was proposed that the Co-chairs of the CWG-Stewardship, Lise Fuhr and Jonathan Robinson, serve as the initial Nominating Committee Directors until the first election of the PTI directors. The CWG-Stewardship supports this proposal. Should these individuals be unable to serve, the CWG-Stewardship would select qualified alternate nominees, and appointment of these alternate nominees would be subject to ICANN’s approval (not to be unreasonably withheld, conditioned or delayed). The CWG-Stewardship proposes that Section 5.5.1 of the Draft PTI Bylaws be modified as set forth below to describe the process for selecting the initial Nominating Committee Directors to be in place at the time of transition. > > Any comment from others? > > Thanks, > > Jonathan > > From: Flanagan, Sharon [mailto:sflanagan@sidley.com] > Sent: 09 August 2016 06:12 > To: Client Committee <cwg-client(a)icann.org> > Subject: [client com] FW: CWG Comment Letter - PTI Bylaws > > Dear Client Committee, > > Attached is a revised draft of the CWG comment letter to the PTI bylaws. This reflects revisions to #4 and #5 of the comment letter. Specifically, we have revised the draft to address the appointment of Lise and Jonathan as the initial non-ICANN PTI directors. > > In particular, we would appreciate a review of the description of the IOTF work below for accuracy since we were not directly involved in those discussions. > > Given the tight timing (comments are due on Thursday), we are sending this to you and ICANN legal simultaneously, and they may have further comments. > > Best regards, > Sharon > > > 1. Initial Directors (Section 5.5.1) > > · Text from Draft PTI Bylaws: For the appointment of the initial directors of PTI, Section 5.5.1 of the Draft PTI Bylaws provides as follows: “Other than Directors initially appointed by the incorporator of the Corporation (which Directors shall hold office until the first election of Directors) and the President of the Corporation, the Directors shall be elected by the Member at the annual meeting of the Corporation….” > > · CWG-Stewardship Comment: In connection with the work of the Implementation Oversight Task Force, it was noted that the Nominating Committee process for selecting the PTI Nominating Committee Directors would not be in place prior to the transition and recommended that the two directors be identified prior to the transition to serve in the interim until the first election of PTI directors. It was recommended that the Co-chairs of the CWG-Stewardship, Lise Fuhr and Jonathan Robinson, serve as the initial Nominating Committee Directors until the first election of the PTI directors. The CWG-Stewardship supports this recommendation. Should these individuals be unable to serve, the CWG-Stewardship would select qualified alternate nominees, and appointment of these alternate nominees would be subject to ICANN’s approval (not to be unreasonably withheld, conditioned or delayed). The CWG-Stewardship proposes that Section 5.5.1 of the Draft PTI Bylaws be modified as set forth below to describe the process for selecting the initial Nominating Committee Directors to be in place at the time of transition. > > “Each initial Director of the Corporation shall hold office until the first election of Directors for such Director’s seat. Other than The initial Directors initially shall be appointed by theMember incorporator of the Corporation (which Directors shall hold office until the first election of Directors), with the Cross Community Working Group to Develop an IANA Stewardship Transition Proposal on Naming Related Functions selecting two qualified nominees for appointment as the initial Nominating Committee Directors by the Member. Other than the initial Directors and the President of the Corporation, the Directors shall be elected by the Member at the annual meeting....” > > > > **************************************************************************************************** > This e-mail is sent by a law firm and may contain information that is privileged or confidential. > If you are not the intended recipient, please delete the e-mail and any attachments and notify us > immediately. > > **************************************************************************************************** > > _______________________________________________ > Cwg-client mailing list > Cwg-client(a)icann.org > https://mm.icann.org/mailman/listinfo/cwg-client

13 14

Process and the last mile
by Jonathan Robinson Aug. 10, 2016

Aug. 10, 2016

Dear Kavous and CWG Colleagues, The discussion over the past few days has suddenly become more challenging, especially around the IANA IPR. We have come a considerable distance together and produced a widely appreciated proposal. We are now under some time and logistical pressure to complete the task. In my capacity as co-chair, I decided to put down a some thoughts around where we are right now. These are my own thoughts although I am in almost daily contact with Lise on all matters relating to the CWG. As I understand it, our primary objective at the present time is to ensure that implementation of the CWG ("Names") proposal is executed (by ICANN staff) in a manner which is consistent with the letter and spirit of our proposal. Since much of the implementation entails legal or legally oriented work undertaken by ICANN staff (including ICANN legal staff), we need to rely on lawyers to advise us in relation to that work. We are still using Sidley Austin ("Sidley") for that purpose and have explicitly authorised Sidley (through the CWG Client Committee) to work directly with ICANN legal on our behalf, where appropriate. Timing constraints have meant that some of our feedback on ICANN staff's implementation work is necessarily delivered during the public comment period on the relevant document/s. Again, we have leaned on Sidley to assist us with drafting the appropriate and complete form of response via the public comment (primarily mindful of the point relating to execution consistent with the CWG proposal). In addition to all the work described above, we have also had the need to resolve the open issue of the IANA IPR. This was not resolved in the CWG proposal and we explicitly committed to resolve how to deal with it as part of the implementation work. Moreover, Alissa Cooper has made it crystal clear on more than one occasion that the transfer of the IANA IPR to its post-IANA Transition home is a necessary condition for the IANA Transition. Therefore, we must get this issue resolved and we need to get it resolved to the mutual satisfaction of the three affected "operational communities". To this extent, it is not a CWG issue as such but an issue of common interest. Lise and I held regular co-ordination meetings with the other OCs throughout our work. More recently, we (the CWG) formed a group comprising the co-chairs and Greg Shatan, to work in conjunction with the other two OCs on IANA IPR. That group successfully produced a set of principles for the transfer of the IANA IPR which the CWG has previously reviewed and supported. The most recent work has seen the CWG IANA IPR group come together with the other OCs as well as our respective legal advisors and to turn the principles into agreements. This was initially very challenging and common ground was not obvious. But, with the efforts of all and a reminder that this was a necessary condition for the IANA Transition, very good progress has been made. We have relied on Josh Hofheimer from Sidley who has managed to produce an excellent blend of firm advice and willingness to compromise. Many of the issues are specialist areas (e.g. trademark & trust law) and we need to rely on Sidley's specialist expertise to guide us. I should note that Greg was put onto the IANA IPR group together with Lise & myself because this (IP Law) is his personal area of expertise. My experience of his work on the IANA IPR is that he has been exceptionally hard working and an excellent resource to the CWG. In my view, we owe him thanks for that and more! Now, looking ahead, we urgently need to get the IANA IPR documents posted for public comment so that they do not cause us a problem in the overall timing. We still have a key issue to resolve in that we need to agree on an entity sign the community agreement on behalf of the Names Community. Again, a suitable and appropriate compromise may be required. Please can we all remain together and focussed on only the essential, necessary and appropriate issues as we work through the "last mile" on our journey towards the successful IANA Transition. Thank-you. Jonathan

2 2

RZERC - Staff report and finalized Charter
by Yuko Green Aug. 10, 2016

Aug. 10, 2016

Dear members of the CWG, I'd like to inform you that the staff analysis report for public comment is now posted for the RZERC Charter. The staff analysis report, as well as the finalized RZERC Charter is available at: * Report<https://www.icann.org/en/system/files/files/report-comments-draft-rzerc-cha…> [PDF, 403 KB] * 08 August 2016 Revised RZERC Charter to address comments (Redline from 10 June version)<https://www.icann.org/en/system/files/files/revised-rzerc-charter-redline-0…> [PDF, 32 KB] * 08 August 2016 Revised RZERC Charter to address comments (Clean)<https://www.icann.org/en/system/files/files/revised-rzerc-charter-08aug16-e…> [PDF, 50 KB] 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(a)icann.org<mailto:yuko.green@icann.org> www.icann.org<http://www.icann.org/>

1 0

Joining Consensus
by Kavouss Arasteh Aug. 10, 2016

Aug. 10, 2016

Dear Co Chairs, Dear CWG members and participants This the time that everybody come to the aid of the PART and demonstrate the utmost level of tolerance, flexibility and highest degree of collaboration . The reactions shown by one person to my comments were unfair, inappropriate and outside the code of conduct .Perhaps its author was tired and exhausted Dear CWG members and participants There are structural and legal terms used in the draft which are incoherent and incompatible with each other. This has been subject to exchange of tens of mails among members. Having totally rejected the counter comments made by one participant, on the one hand, and having understood that except one person, everybody else agreed that the comments that I made are relevant and valid. Now, in reply to the comprehensive message and appeals made by various distinguish colleagues on mailing list and off list and having carefully considered the reasons given by our Chair Jonathan, and being always supportive of reaching compromise, in the interest of transition process, I joint the consensus emerged and have no objection to proceed with the approval of the draft I hope this will put on record that we need to understand each other problem and be collaborative to the maximum possible extent

3 4