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Revised VeriSign Registry
Agreements: Appendix H
Posted: 16 April 2001
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VeriSign Equivalent Access Certification
VeriSign, as Registry Operator ("VGRS"),
makes the following certification:
1. All registrars (including any registrar
affiliated with VGRS) connect to the Shared Registration System
Gateway via the Internet by utilizing the same maximum number
of IP addresses and SSL certificate authentication.
2. VGRS has made the current version of
the registrar toolkit software accessible to all registrars and
has made any updates available to all registrars on the same
schedule.
3. All registrars have the same level of
access to VGRS customer support personnel via telephone, e-mail
and the VGRS website.
4. All registrars have the same level of
access to the VGRS registry resources to resolve registry/registrar
or registrar/registrar disputes and technical and/or administrative
customer service issues.
5. All registrars have the same level of
access to VGRS-generated data to reconcile their registration
activities from VGRS Web and ftp servers.
6. All registrars may perform basic automated
registrar account management functions using the same registrar
tool made available to all registrars by VGRS.
7. The Shared Registration System does
not include any algorithms or protocols that differentiate among
registrars with respect to functionality, including database
access, system priorities and overall performance.
8. All VGRS-assigned personnel have been
directed not to give preferential treatment to any particular
registrar.
9. I have taken reasonable steps to verify
that the foregoing representations are being complied with.
This Certification is dated this the __
day of __________, _____.
VeriSign, Inc.
By: __________________________
Name: Bruce Chovnick
Title: General Manager, VeriSign Global Registry Services
VeriSign
Global Registry Services (VGRS)
Organizational Conflict of Interest Compliance Plan
VGRS has implemented the following organizational,
physical and procedural safeguards to ensure that revenues and
assets of VGRS are not utilized to advantage the registrar business
of companies affiliated with VGRS to the detriment of other competing
registrars with regard to Registry Services provided for the
.com, .net, and .org TLDs. VGRS recognizes the potential for
organizational conflicts of interest ("OCI") between
its Registry Services business and the ICANN-accredited Registrar
business associated with VeriSign and has placed these generally
accepted, US Government recognized safeguards in place to avoid
operational issues.
I.
VGRS ORGANIZATIONAL STRUCTURE
In recognition of potential OCI, VeriSign,
Inc. established organization barriers by separating VeriSign's
registry business and its registrar business into separate profit
and loss ("P&L") centers, each with its own General
Manager. Each General Manager reports directly to separate division
heads who in turn report directly to the Chief Executive Officer
of VeriSign and has dedicated direct reporting employees in the
finance, marketing, engineering, customer affairs and customer
service functions, as appropriate. Each P&L employee is dedicated
to the line of business for which he/she directly works.
The corporate administrative support functions
under the Chief Financial Officer, Customer Experience Officer,
Communications Officer, Business and Corporate Development Officer
and Chief Strategy Officer provide support to each line of business
on a cost allocated basis or a dedicated project accounting basis.
These officers and the Chief Executive Officer will be compensated
based on consolidated financial results, versus Registrar or
Registry results.
The VGRS General Manager has authority
over all operational decisions and is the business owner of this
compliance plan. VGRS employs a Compliance Officer to administer
day-to-day oversight and administration of this plan.
The VeriSign, Inc. General Counsel's office
employs an overall OCI compliance function to oversee corporate
adherence to the Plan and to resolve potential conflicts or actual
conflicts among VeriSign functions.
II.
FINANCIAL SEPARATION
The registry business accounts for its
own costs, revenues, cash flow, etc. as a separate P&L center,
using separate and distinct systems and accounting functions.
Reasonable and independently auditable internal accounting controls
are in place to ensure the adequacy of these systems and functions.
The individual financial statements of each P&L center are
then consolidated at the corporate level for tax and SEC reporting.
III.
LOCATION CHANGE
To further separate businesses and, among
other things, ensure that the risk of inadvertent disclosure
of sensitive information is effectively mitigated, VeriSign's
Registry and Registrar businesses are located in separate facilities.
IV.
PHYSICAL BARRIERS
Each VeriSign business unit employee has
a security badge that will provide him/her access only to the
facility he/she works in and the VeriSign headquarters facilities.
At the VGRS facility, only registry-assigned personnel ("Registry
Personnel") and other personnel who are identified to have
a legitimate need for access (excluding "Registrar Personnel")
will have regular badge access to the premises and any other
person will be treated as a visitor to the facility and will
gain access only through established visitor sign-in and identification
badge procedures.
V.
ACCESS TO THE REGISTRY FACILITY
VGRS provides access to all VGRS customers
through the following mechanisms and separates VGRS systems and
information from systems and information of any affiliated registrar
through these processes:
1. All registrars (including any registrar
affiliated with VGRS) connect to the Shared Registration System
Gateway via the Internet by utilizing the same maximum number
of IP addresses and SSL certificate authentication.
2. All registrars have the same level of
access to VGRS-generated data to reconcile their registration
activities from VGRS Web and ftp servers. All registrars may
perform basic automated registrar account management functions
using the same registrar tool made available to all registrars
by VGRS.
3. The Shared Registration System does
not include any algorithms or protocols that differentiate among
registrars with respect to functionality, including database
access, system priorities and overall performance.
4. No registrar affiliated with VGRS will
be given any access to the registry not available to any other
registrar except with regard to information specific to their
registrar.
5. Any information needed by registrars
regarding the technical interface of registry/registrar operations
will be made equally available to all registrars.
VI.
INFORMATION CONTROL
VGRS has in place various procedural safeguards
to ensure that data and information of the registry business
are not utilized to advantage the business of any registrar affiliated
with VGRS. VGRS has adopted a policy regarding the marking, access
and dissemination of business sensitive information (Exhibit
A). This policy requires employees to mark all Registry sensitive
information as "Registry Sensitive." Furthermore, the
policy requires that all sensitive information be limited in
access and disseminated only to those VGRS Personnel and other
personnel who are identified to have a legitimate "need
to know," which shall not include personnel assigned by
any registrar affiliated with VGRS. The Registry General Manager
maintains a matrix that dictates who can access particular categories
of Registry Sensitive information. All sensitive information
is secured in an appropriate manner to ensure confidentiality
and security. Consent of the Registry General Manager is required
prior to release of financial or statistical information relating
to the registry business.
VII. TRAINING
All VGRS Personnel and other employees
who have a need to know Registry business undergo a formal OCI
Training Program, developed by the Registry Compliance Officer,
providing the staff members with a clear understanding of this
Plan and the staff members' responsibility under the plan. OCI
training is required before any potential staff member is given
an assignment or access to Registry Sensitive material. OCI refresher
training is given on an annual basis.
VIII. NON-DISCLOSURE AGREEMENTS/OCI AVOIDANCE CERTIFICATIONS
Upon completion of the training program,
all VGRS Personnel and other employees who have a need to know
registry business (which shall not include personnel assigned
by any registrar affiliated with VGRS), are required to sign
a non-disclosure agreement and a Registry Business OCI Avoidance
Certification acknowledging his/her understanding of the OCI
requirements, and certifying that he/she will strictly comply
with the provisions of the OCI Plan. Examples of the agreement
and certification are attached as Exhibits B and C. The signed
agreements are maintained in the program files and the individual's
personnel file. Each staff member acknowledges verification of
the annual refresher training required by this Plan.
Exhibit A
Access and Dissemination
of Proprietary Information
Introduction
The purpose of this "Use of Proprietary
Information" is to protect Sensitive Information of the
Registry Business to ensure that the revenue and assets of the
Registry Business are not utilized to advantage the Registrar
Business to the detriment of other competing registrars. This
document is also designed to establish policies for the protection
of Proprietary Information developed by and/or in the possession
of VeriSign, Inc. ("VeriSign"). This policy is applicable
to all employees of VeriSign.
Definitions:
Proprietary Information. Proprietary information includes financial, personnel,
business or other information owned or possessed by VeriSign
that has not been authorized for public release. Proprietary
Information also includes Technical Data, which is described
in detail below.
Examples of Proprietary Information include:
A. Financial information, such as:
1. Sales forecast data
2. Financial planning data
3. Budgets and pricing data, including
labor rates, indirect rates or pricing guidelines
4. Operating or contract performance costs
B. Personnel information, such as:
1. Employee lists or resumes giving detailed
professional background
2. Salaries of individual personnel
3. Lists of addresses or home telephone
numbers of personnel
4. Information which would assist a competitor
in the proselytization of VeriSign
5. Information from employees' personnel
files
6. Medical information concerning individual
employees
C. Marketing information, such as:
1. Specific proposals that VeriSign is
submitting or considering submitting
2. List of customers seeking proposals
3. Customer list and contracts
D. Corporate Communication, such as:
1. Information posted on the Vault
2. The Style Guide
Such information is frequently referred
to as "Proprietary Data," "Trade Secret,"
"Confidential Information," "Privileged Information,"
"Private Data," and/or "Unpublished Data."
(Proprietary Information does not include
financial, administrative, cost and pricing, and management data,
or other information incidental to contract administration.)
Technical Data.
Technical Data is recorded information, regardless of form or
characteristic, of a scientific or technical nature. It may,
for example, document research, experimental, developmental,
or engineering work; or be usable or used to define a design
process; or to procure, produce, support, maintain, or operate
equipment/material. The data may be graphic or pictorial delineations
in media such as drawings or photographs, text in specifications
or related performance, or design-type documents or computer
printouts.
Examples of Technical Data include:
1. Research and engineering data,
2. Engineering drawings
3. Products or process information
4. Corporate research plans or research
results
5. Computer codes/programs
6. Internal reports or other work product
such as notebooks, charts, drawings, notes of your employees
and file material which employees compiled and used in performing
duties as an employee of VeriSign.
7. Specifications, standards process sheets,
manuals, technical reports, catalog item identifications and
related information,
8. Computer software documentation (Computer
Software Documentation includes computer listings and printouts,
in human-readable form which (i) documents the design or details
of computer software, (ii) explains the capabilities of the software,
(iii) provides instructions for using the software to obtain
desired results from a computer, or (iv) printed service code)
Registry v. Registrar Information:
Registry Sensitive information includes
Proprietary Information or other financial, personnel, technical,
or business information owned or possessed by VeriSign relating
to its Registry business which could be utilized to advantage
the Registrar business to the detriment of other competing registrars.
Registrar Sensitive information includes
Proprietary Information or other financial, personnel, technical,
or business information owned or possessed by VeriSign and/or
its wholly owned subsidiaries relating to its Registrar business.
Registry Sensitive information shall not
be disclosed to Registrar personnel at any time.
Examples of the distinction between Registry
and Registrar information include:
a. Engineering information, including schematics,
code, and engineering notes should be considered Registry Sensitive
information.
b. Statistics, such as numbers of registrations,
transfers, etc., performed by each registrar, as well as processing
times, numbers of failures or any information that is trending
negative or contains negative performance factors not generally
available to the public should be considered either Registry
Sensitive information or Registrar Sensitive information, as
applicable. Unless otherwise approved, registration activity
information must be protected from disclosure to any registrar
other than the registrar to which the information refers. Such
protection extends to precluding VeriSign's Board of Directors,
Chief Executive Officer, Chief Financial Officer, and the General
Manager of the Registrar business from access to Registry Sensitive
information pertaining to any registrar other than that owned
or controlled by VeriSign.
c. Some statistical information will be
available for public consumption. Such information does not require
any special treatment, so long as neither the Registrar nor Registry
does not receive any preferential treatment (e.g., early access
to such information).
d. Financial information and data related
to either the Registry or Registrar is Sensitive Information
and will not be released without the express consent of the applicable
General Manager, Chief Executive Officer or Chief Financial Officer.
Monthly expenses and income shall be kept sensitive and restricted
from disclosure to any party other than the appropriate Registry
or Registrar staff and select members of the company's senior
staff.
Procedures for Protection of Proprietary
Information:
Responsibility.
All employees are responsible for identifying Proprietary Information,
Registry Sensitive information and Registrar Sensitive information
developed, produced, or possessed by their organizational units
and for instructing employees reporting to them regarding the
proper handling and safeguarding of such Proprietary Information.
Each VeriSign employee should exercise
reasonable care to protect Proprietary Information, Registry
Sensitive information and Registrar Sensitive information from
unauthorized or inadvertent disclosure.
Every VeriSign employee must exercise caution
and discretion to insure that divulging such information will
not compromise the competitive position of VeriSign nor infringe
on personnel information about specific employees.
Marking of Internal Documents. Employees should, as a matter of routine, mark
each document containing Proprietary Information, Registry Sensitive
information and Registrar Sensitive information with the appropriate
legend at the time the document is produced.
Computer tapes and other recorded material
should be identified by proper labeling which is visible to the
ordinary person while the material is being stored. In addition,
all such material should have a warning notice at the beginning
of the material to ensure the user is forewarned about the proprietary
nature of its contents (as soon as access is afforded to a computer
tape or at the beginning of a sound recording, etc.).
For internal documents containing Proprietary
Information, the following legend should appear on the first
page of the document:
Copyright ©
2001 VeriSign, Inc. All rights reserved.
VeriSign, Inc.
Division Name
PRIVILEGED AND CONFIDENTIAL
INTERNAL WORKING DOCUMENT [if appropriate]
[DATE]
The following legend should appear at the
top of every page of the internal document containing Proprietary
Information:
VERISIGN PROPRIETARY
INFORMATION
The information on
this document is proprietary to VeriSign.
It may not be used, reproduced or disclosed without the written
approval of VeriSign.
The following legend
should appear at the top of every page of the internal document
containing Registry Sensitive information:
REGISTRY SENSITIVE
The information on
this document is proprietary to VeriSign and the VeriSign Registry
business.
It may not be used, reproduced or disclosed without the written
approval of the
General Manager of VeriSign® Global Registry Services.
Not every piece of Proprietary Information
in VeriSign's possession must be properly marked; for example,
salary reviews or medical/insurance records do not need to be
marked. Nevertheless, all such documents must be protected from
unauthorized disclosure.
Policy Concerning Disclosure and Marking
of External Documents.
a. Policy Concerning the External Disclosure
of Proprietary Information
As a general rule, no employee may disclose
Proprietary Information to anyone outside of the company. This
general rule applies to business associates, affiliates of the
company and personal contacts.
As a general rule, VeriSign employees shall
not disclose Proprietary Information to other VeriSign employees
unless the recipient of the information has a "need to know"
that information.
VeriSign recognizes that there are occasions
when it is necessary to disclose Proprietary Information to individuals
who are not VeriSign's employees. Such disclosure must have
the prior written approval of the appropriate VeriSign manager.
All documents containing Proprietary Information
that are disclosed to third parties, must contain the following
notice:
Copyright ©
2001 VeriSign, Inc. All rights reserved.
THIS DOCUMENT CONTAINS PROPRIETARY INFORMATION THAT IS OWNED
BY VERISIGN. THIS DOCUMENT MAY ONLY BE USED BY THE RECIPIENT
FOR THE PURPOSE FOR WHICH IT WAS TRANSMITTED. THIS DOCUMENT
MUST BE RETURNED UPON REQUEST OR WHEN NO LONGER NEEDED BY RECIPIENT.
IT MAY NOT BE COPIED OR ITS CONTENTS COMMUNICATED WITHOUT THE
WRITTEN CONSENT OF VERISIGN.
DISCLAIMER AND LIMITATION
OF LIABILITY
VeriSign, Inc. has made efforts to ensure the accuracy and completeness
of the information in this document. However, VeriSign, Inc.
makes no warranties of any kind (whether express, implied or
statutory) with respect to the information contained herein.
VeriSign, Inc. assumes no liability to any party for any loss
or damage (whether direct or indirect) caused by any errors,
omissions or statements of any kind contained in this document.
Further, VeriSign, Inc. assumes no liability arising from the
application or use of the product or service described herein
and specifically disclaims any representation that the products
or services described herein do not infringe upon any existing
or future intellectual property rights. Nothing herein grants
the reader any license to make, use, or sell equipment or products
constructed in accordance with this document. Finally, all rights
and privileges related to any intellectual property right described
herein are vested in the patent, trademark, or service mark owner,
and no other person may exercise such rights without express
permission, authority, or license secured from the patent, trademark,
or service mark owner. VeriSign Inc. reserves the right to make
changes to any information herein without further notice.
NOTICE AND CAUTION
Concerning U.S. Patent or Trademark Rights
VeriSign, [insert the specific trademark that is the subject
to the material], and other trademarks, service marks and logos
are registered or unregistered trademarks of VeriSign and its
subsidiaries in the United States and in foreign countries.
The inclusion in this document, the associated on-line file,
or the associated software of any information covered by any
other patent, trademark, or service mark rights does not constitute
nor imply a grant of, or authority to exercise, any right or
privilege protected by such patent, trademark, or service mark.
All such rights and privileges are vested in the patent, trademark,
or service mark owner, and no other person may exercise such
rights without express permission, authority, or license secured
from the patent, trademark, or service mark owner.
As a general rule, all recipients of such
information should first sign a Non-Disclosure Agreement. When
Proprietary Information is exchanged between VeriSign and another
company with which VeriSign as a business relationship, the parties
must execute a Non-Disclosure Agreement.
b. Policy Concerning the External Disclosure
of Registry Sensitive Information.
As a general rule, no employee may disclose
Registry Sensitive information to anyone outside of the company.
This general rule applies to business associates, independent
contractors, temporary employees, affiliates of the company and
personal contacts.
VeriSign recognizes that there are occasions
when it is appropriate to disclose Registry Sensitive information
to individuals who are not VeriSign's employees, such as independent
contractors or temporary employees. Such disclosure must have
the prior approval of the appropriate VeriSign manager.
No Registry Sensitive information shall
be disclosed to any third party unless that third party has first
agreed to a non-disclosure agreement or similar agreement restricting
the third party's disclosure of the Registry Sensitive information
in accordance with this policy.
All documents containing Registry Sensitive
information that are disclosed to such third parties, must contain
the following notice:
REGISTRY SENSITIVE
The information on this document is proprietary to VeriSign and
the VeriSign Registry business.
It may not be used, reproduced or disclosed without the written
approval of the
General Manager of VeriSign® Global Registry Services.
Procedure for Disclosing Proprietary
Information and/or Registry Sensitive Information. The procedure to disclose Proprietary Information
is as follows:
a. affix the appropriate legend on the
document
b. execute Non-Disclosure Agreement
c. send the Proprietary Information through
a secure system, such as overnight courier
d. log or note your disclosure of the information
e. maintain a record of and track your
disclosures
Safekeeping:
When not in use, Proprietary Information
should be stored in a locked desk, cabinet or file. Such material
should not be left unattended during the workday and should be
turned face down in the presence of visitors or employees who
have no need to know.
Destruction:
Burning, shredding or comparable methods
should be used for the destruction of Proprietary Information.
Terminating Employees:
Terminating employees should be reminded
of their responsibilities and obligations in protecting Proprietary
Information as outlined in the appropriate employee regulations
and rules. Permission to retain such information after termination
must be in writing and approved by the VeriSign's General Counsel
prior to removal.
Third-Party Proprietary Information:
Proprietary Information received from other
companies through contractual or precontractual relationships
will be afforded the same level of protection given to VeriSign
private information.
Questions:
Questions concerning implementation or
interpretation of this policy should be referred to VeriSign's
Legal department.
Exhibit B
NON-DISCLOSURE AGREEMENT
I understand I am an employee assigned
to VeriSign Global Registry Services ("VGRS") or another
employee who has a need to know information related to the VGRS
business (but not an employee assigned by any registrar affiliated
with VGRS) which is proprietary, confidential or business sensitive,
belonging to VGRS, other companies or customers of VGRS ("Need
to Know Employee"). I agree not to disclose or otherwise
disseminate such information to anyone other than Need to Know
Employees, except as directed, in writing, by the General Manager
of the Registry Business or his/her designee. This prohibition
is specifically intended to prevent the disclosure of any such
information to personnel assigned by any registrar affiliated
with VGRS. I understand that disclosure of such information
to anyone other than a Need to Know Employee or use of such information
could result in personal liability for such unauthorized use
or disclosure.
I agree to use such proprietary, confidential
and/or business sensitive information only in the performance
of requirements necessary to carry out my duties as a Need to
Know Employee, and I agree to take suitable precautions to prevent
the use or disclosure of such information to any party, other
than Need to Know Employees. I will report to the General Manager
of the VGRS Business or his/her designee any potential violation
of this agreement. I further agree to surrender any and all data
and information, of any type whatsoever, to the General Manager
of the VGRS Business or his/her designee upon the termination
of my employment as an employee of VeriSign, or my assignment
with VGRS.
I certify that I have read and fully understand
this Non-Disclosure Agreement and agree to abide by all requirements
contained herein. I understand that my strict compliance is essential
to VGRS, and any violation of these requirements may result in
termination of my employment.
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Agreed to:
__________________________
Employee
Date
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Verified:
__________________________
General Manager, Registry
Date
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Exhibit C
REGISTRY BUSINESS ORGANIZATIONAL
CONFLICT OF INTEREST AVOIDANCE CERTIFICATION
I hereby certify that I have received training
in and understand the requirements of conflict of interest issues
and the requirements of the Organizational Conflict of Interest
Compliance Plan of VGRS. I certify that I will strictly comply
with the provisions of this Plan. I understand my obligation
to (i) refrain from any activities which could pose a personal
conflict of interest and (ii) report to the General Manager of
VGRS, any conflict, whether personal or organizational, which
is perceived or identified during the course of my employment
with VGRS.
CERTIFIED
_______________________________
signature date
________________________________
name
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