Agreement for Restructured Relationship with VeriSign

Agreement for Restructured Relationship with VeriSign Posted: 16 April 2001

THIS AGREEMENT is by and among Internet Corporation for Assigned Names and Numbers, a California not-for-profit corporation ("ICANN"); VeriSign, Inc., a Delaware corporation ("VeriSign"); and Network Solutions, Inc., a Delaware corporation ("NSI").

ICANN, VeriSign, and NSI hereby agree as follows:

1. Cancellation of Prior Registry Agreement. Upon the Effective Date of this Agreement, the Registry Agreement (the "Prior Registry Agreement) first entered into between ICANN and VeriSign on November 10, 1999, under which NSI operates the .com, .net and .org registries is cancelled and the rights and obligations of the parties under this Agreement for Restructured Relationship (this Agreement) and the agreements attached as Exhibits A, B, and C are substituted for all rights and obligations of NSI and ICANN under the Prior Registry Agreement.

2. New Registry Agreements. VeriSign and ICANN shall enter into the following three registry agreements, each of which will become effective on the Effective Date of this Agreement:

a. The .com Registry Agreement attached to this Agreement as Exhibit A;

b. The .net Registry Agreement attached to this Agreement as Exhibit B; and

c. The .org Registry Agreement attached to this Agreement as Exhibit C.

3. Effective Date and Term of this Agreement. This Agreement shall become effective on the first date, on or before May 3, 2001, on which all of the following have occurred (this Agreement's "Effective Date"):

a. Approval by the United States Department of Commerce of ICANN's entry into Exhibits A, B, and C; and

b. Entry of an amendment to the United States Department of Commerce's Cooperative Agreement #NCR 92-18742 concurring in VeriSign's entry into Exhibit A as contemplated by paragraph 18.A of Exhibit A, approving VeriSign's entry into Exhibits A, B, and C, and making such other changes to the Cooperative Agreement as the Department of Commerce states in the amendment are sufficient to substitute Exhibits A, B, and C of this Agreement in place of Appendix 1 to Amendment 19 of the Cooperative Agreement.

In the event the above two events do not occur on or before May 3, 2001, this Agreement shall not become effective and the parties shall continue their present relationship.

4. No Third-Party Beneficiaries. This Agreement shall not be construed to create any obligation by either ICANN, VeriSign, or NSI to any non-party to this Agreement.

5. Entire Agreement. Except as provided in Section 1 above, this Agreement is intended to coexist with written agreements previously entered into and signed by ICANN and NSI. This Agreement (including its exhibits, which form a part of it) constitutes the entire agreement of the parties hereto pertaining to the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, among the parties on that subject matter.

6. Amendments and Waivers. No amendment, supplement, or modification of this Agreement or any provision hereof shall be binding unless executed in writing by all parties. No waiver of any provision of this Agreement shall be binding unless evidenced by a writing signed by the party waiving compliance with such provision. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof, nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

7. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, ICANN, VeriSign, and NSI have executed and delivered this Agreement by their duly authorized representatives.

Internet Corporation for Assigned Names and Numbers

By:______________________________

Title:_____________________________

Date:_____________________________

VeriSign, Inc.

By:______________________________

Title:_____________________________

Date:_____________________________

Network Solutions, Inc.

By:______________________________

Title:_____________________________

Date:_____________________________