TLD Sponsorship Agreement: Attachment 23 (.museum)

TLD Sponsorship Agreement: Attachment 23 (.museum) Posted: 16 October 2001

In addition to the representations and warranties and covenants included in the body of this Agreement, Sponsor makes the following covenants:

1. Structure of Sponsor

Sponsor is and during the Term of this Agreement will remain a non-profit organization initiated on behalf of the Sponsored TLD Community by its two Founders the International Council of Museums ("ICOM") and the J. Paul Getty Trust. Sponsor was established to perform, maintain and operate a restricted top-level-domain registry on the Internet for the benefit of the global museum community and to transact business on behalf of that community as may be allowed by law. Sponsor will operate in accordance with its Articles of Incorporation, Bylaws and the policies and procedures established by its Board of Directors.

Sponsor's initial Board of Directors shall include a minimum of four voting members. ICOM and the J. Paul Getty Trust shall each have the right to appoint two members to the initial Board. The J. Paul Getty Trust will relinquish its automatic right to appoint Board members as it determines to its satisfaction that revenue, staffing, and operations for the Sponsored TLD have stabilized, with the relinquishment of the automatic right to appoint at least one Board member to occur during the Term of this Agreement, but the J. Paul Getty Trust will retain the ability to be elected to the Board. Nothing in this provision limits Sponsor's ability to expand the size of the Board beyond the minimum referenced above.

2. Open Forum for Communication

Sponsor will operate a web site located at http://www.nic.museum to provide clear information to prospective registrants about registration procedures. In addition, Sponsor will post on its web site, information about its procedures and policies as well as Sponsor's meeting minutes and decisions so that any interested person or entity will can be aware of, and have an opportunity to respond to, Sponsor's actions and understand how to participate in the sTLD. See also Subsection 4.2.1.

3. Insurance

Sponsor shall acquire within thirty days after the Effective Date and shall maintain throughout the Term of this Agreement, at least US $10,000,000 in comprehensive general liability insurance from a reputable insurance provider with an A.M. Best rating "A" or better.

4. Limitations on Merger Consolidation or Reorganization

During the Term of the Agreement, Sponsor shall not allow: (i) the merger, consolidation or reorganization of the Sponsored TLD Registry Operator into or with any Registry Operator, or any of its affiliates, who individually or collectively have more than 10,000,000 Registered Names under management; (ii) the sale or transfer of the assets or stock of the sponsored TLD Registry Operator to any other Registry Operator, or any of its affiliates, who have more than 10,000,000 Registered Names under management.

Sponsor may allow the sponsored TLD Registry Operator to merge, consolidate or otherwise reorganize into or with a: (i) Registry Operator which has less than 10,000,000 Registered Names under management; or (ii) domain name registrar, only upon the express written consent of ICANN, which consent may not be unreasonably withheld or delayed.

Prior drafts:

20 August 2001