Greetings IRT members,

As promised, we are sharing the latest redline of the ASP Terms & Conditions based upon our discussion and the IRT's feedback during IRT Meeting #81.

I'll speak to the rationale for these changes further in our next meeting (aiming for Meeting #85 if the schedule permits) but in the meantime I wanted to share a few informal, explanatory points upfront with respect to Section 4, in particular:

In order to maintain ICANN’s status as non-profit organization, it must be organized and operated exclusively for charitable purposes or other exempt purposes under the law. This is included in ICANN’s Articles of Incorporation. https://www.icann.org/resources/pages/governance/articles-en
As you can see in our Articles of Incorporation, there’s also language about ICANN not being organized for the private gain of any person.
If ICANN were to engage in any substantial activity that did not sufficiently further an exempt purpose, then it could put our non-profit status at risk. For example, it could be risky for ICANN to provide more than incidental private benefit (e.g., non-fair market value transitions transactions that have a significant purpose of benefiting a private individual or entity rather than furthering exempt purposes, or which are not reasonable in amount).
We included the language in Section 4 as a backstop to guard against the organizational parameters of how ICANN is set-up and to make sure that we are taking these parameters into account in the Applicant Support Program.
We acknowledge that this might be an unlikely scenario (e.g., that an ASP applicant is able to raise an additional tens of millions of dollars but is still seeking a discount of registry fees), but we also want to make sure that we are respecting that the ASP acts consistently with how ICANN is organized.

Section 9 has been updated to reflect the emphasis the IRT suggested on change of control.

Lastly, we recognize that we're all working hard to strike the right balance here. At the same time, we are up against the launch deadline of 19 November so we are aiming to finalize the ASP Terms & Conditions as soon as possible so that it does not risk delay to our start date.

Many thanks in advance for your review and input on this proposed final draft. If you are able to share questions or comments on-list in advance, that may help to inform our discussion. We look forward to discussing with you all next week.

Kind regards,

Kristy, on behalf of the ASP Project Team