All, Please see below and attached for review and comments from Sidley on the Naming Function Agreement. Thank-you, Jonathan From: Hofheimer, Joshua T. [mailto:jhofheimer@sidley.com] Sent: 28 July 2016 05:11 To: 'Client Committee' <cwg-client@icann.org> Cc: jrobinson@afilias.info; Resnick, Yael <yresnick@sidley.com>; Grapsas, Rebecca <rebecca.grapsas@sidley.com>; Flanagan, Sharon <sflanagan@sidley.com>; Gregory, Holly <holly.gregory@sidley.com>; Greeley, Amy E. <AGreeley@Sidley.com> Subject: RE: [client com] ICANN-PTI Naming Functions Agreement & Services Agreement Headers Client Committee – Attached is a further revised draft of the Naming Functions Agreement. For convenience, we have included a clean version and two redlines – an incremental draft marked against the Sidley draft circulated per the email below, and a cumulative redline against the original ICANN-legal draft proposal. Regarding Annex C, on our review many of the concepts do appear to have been incorporated either into the Naming Functions Agreement or into the governance documents. We have added only a few suggested, additional clauses related to Annex C in the attached draft, along with mapping to the particular provision in the Annex. Thank you and speak to you tomorrow. Best regards, Josh Joshua Hofheimer Sidley Austin LLP jhofheimer@sidley.com <mailto:jhofheimer@sidley.com> (213) 896-6061 (LA direct) (650) 565-7561 (Palo Alto direct) (323) 708-2405 (cell) From: Jonathan Robinson [mailto:jrobinson@afilias.info] Sent: Wednesday, July 27, 2016 3:02 AM To: Hofheimer, Joshua T.; 'Client Committee' Cc: Greeley, Amy E. Subject: RE: [client com] ICANN-PTI Naming Functions Agreement & Services Agreement Headers Dear Josh, My understanding is as follows: 1. That the CWG is agreed that the provisions of Annex C must be appropriately documented into the Naming Functions Agreement, PTI Bylaws or both. 2. Sidley have indicated that it will be satisfactory (in terms of the implementation of the CWG proposal) to have the provisions of Annex C appropriately documented into the Naming Functions Agreement or PTI Bylaws or both. 3. ICANN Legal have argued that they do not believe it is appropriate to have the provisions of Annex C documented in the PTI Bylaws. Therefore, A. It will be helpful to have you confirm that the above is consistent with your understanding and B. It seems to me to be certain that the provisions (that the CWG drafted to implement Annex C) must be incorporated into the Naming Functions Agreement Accordingly, it will be helpful to receive your review of the Naming Functions Agreement against Annex C as soon as possible and/or proposed revision of the Naming Functions Agreement in order to achieve the appropriate documentation of Annex C . Thank-you. Jonathan From: Hofheimer, Joshua T. [mailto:jhofheimer@sidley.com] Sent: 26 July 2016 02:20 To: Client Committee <cwg-client@icann.org> Cc: Greeley, Amy E. <AGreeley@sidley.com <mailto:AGreeley@sidley.com> > Subject: Re: [client com] ICANN-PTI Naming Functions Agreement & Services Agreement Headers Client Committee -- Attached is a further revised draft of Sidley’s comments to the Naming Functions Agreement. For convenience, we have included a clean Word version, a cumulative PDF redline against the ICANN draft, and an internal redline against the version we sent yesterday. Please note, we have not undertaken a formal review of the Naming Functions Agreement against Annex C. We are looking for guidance from the CWG as to whether the provisions that the CWG drafted to implement Annex C (as described in the Implementation Proposal dated June 9, 2016) will be incorporated in the bylaws or the naming function agreement. Once this determination is made, we can ensure that the provisions are appropriately documented, if requested. Cheers, Josh Joshua Hofheimer Sidley Austin LLP <mailto:jhofheimer@sidley.com> jhofheimer@sidley.com (213) 896-6061 (LA direct) (650) 565-7561 (Palo Alto direct) (323) 708-2405 (cell)