License Agreement Concerning
(Approved 6 January 2001)
(Signed 8 January 2001)
Whereas on November 25, 1998, the U.S.
Department of Commerce ("DoC" or "Licensor")
and the Internet Corporation for Assigned Names and Numbers ("ICANN"
or the "Licensee") entered into a Memorandum
of Understanding establishing a joint project under which
ICANN is assuming the responsibilities of overseeing the technical
management of the Internet, including the Domain Name System
Whereas the term "InterNIC" is
a concept for an integrated network information center that was
developed in cooperation with the U.S. Government and provides
public information on technical management of the Internet valuable
to users worldwide; and,
Whereas the DoC is using and owns a U.S.
service mark registration on the name InterNIC®, U.S.
Registration No. 1,874,125 (hereinafter "InterNIC"
or "the mark"); and,
Whereas, during the advent of competition
in domain name registration services for the .com, .net, and
.org top-level domains (TLDs), and in furtherance of the InterNIC
concept, the DoC has managed an InterNIC
web site as a neutral stand alone web site providing Internet
users worldwide with a public directory of all domain name registrars
accredited in the .com, .net, and .org top-level domains; a list
of Frequently Asked Questions; access to "Whois" registration
information for .com, .net, and .org; and other information about
technical aspects of the DNS; and,
contemplated by the Memorandum of Understanding, as amended,
ICANN is in the process
of implementing new TLDs in addition to .com, .net, and .org,
creating a need among Internet users for a neutral public-information
resource about the new TLDs, in addition to the continuing need
for information about .com, .net, and .org; and,
Whereas a significant aspect of ICANN's
functions includes informing Internet users of information relevant
to the operation and technical management of the Internet; and,
Whereas DoC and ICANN have concluded that the goals of the joint
project established by the Memorandum of Understanding will be
best served by ICANN assuming responsibility for operation of
the InterNIC web site and other InterNIC services; and,
Whereas DoC desires to enable ICANN to
assume this responsibility by authorizing use of the mark in
connection with the joint project; and,
Whereas ICANN desires to use the mark in
association with its activities in furtherance of the Memorandum
of Understanding and in continuance of the InterNIC concept as
a neutral network information resource;
Now, therefore, in consideration of the
mutual promises herein contained, it is agreed that:
1. Grant of License: The Licensor hereby grants to the Licensee a non-exclusive,
worldwide, royalty-free right to use the mark for the purposes
described herein. ICANN agrees that it will not use the name
InterNIC® for the purpose of providing domain name registry
or registrar services. Further, ICANN agrees that it will not
assign or sub-license the mark to another entity for such purposes.
2. Quality Control: The Licensor shall have the right, at all reasonable
times, to inspect the Licensee's goods, services, and promotional
activities employing the name and/or logo to ensure that such
use is of proper quality and otherwise consistent with this License.
3. Duration and Termination: This License shall terminate immediately upon
the termination of the above referenced Memorandum of Understanding
between the Licensee and Licensor.
Upon termination of this License, all rights
of the Licensee to use the mark shall immediately terminate.
In the event of a breach of any of the terms and conditions of
this License by the Licensee, the Licensor shall give Licensee
written notice of such breach. In the event Licensee does not
cure such breach within thirty (30) days, Licensor may immediately
terminate this License by notifying the Licensee in writing of
4. Assignments and
Sub-Licenses: This License
is not assignable, and any attempt by the Licensee to assign
any portion of the License shall be deemed a breach of this License
and shall be cause for termination. The Licensee is authorized
to grant a sub-license for purposes of procuring services to
manage an InterNIC web site as a stand alone web site providing
Internet users worldwide with a public directory of all accredited
domain name registrars, a list of Frequently Asked Questions,
access to "Whois" registration information, and other
information about technical aspects of the DNS.
5. Sale of Licensee
if Not an Individual: If Licensee
is dissolved, or if Licensee (or the majority of the assets thereof)
is sold to, acquired by or merged with another entity, Licensor
shall have the right to terminate the License at will.
6. Registration of
Domain Names: Upon execution
of this License and throughout its term, the Licensor shall request
the appropriate registration authorities to change the registered
holder of the Internet domain names "internic.net,"
"internic.org," "internic.com," and any other
Internet domain names containing the word "internic"
or confusingly similar words in the Licensor's control (collectively,
the InterNIC Domain Names"), to the name of the Licensee.
During the term of this License and at its own expense, the Licensee
shall maintain registration of "internic.net," "internic.org,"
and "internic.com" in its name and is authorized to
establish and maintain the registration of other InterNIC Domain
Names in its name. Licensee will notify Licensor of any such
registrations within thirty (30) days of the registration. Upon
receiving a written request from the Licensor within sixty (60)
days after termination of this License to change the holder of
any InterNIC Domain Name from the Licensee to the Licensor or
its designee, the Licensee shall initiate the registration transfer
requests necessary to cause the change to occur.
7. Validity and Ownership
of Mark: The Licensee or any
sub-licensee is prohibited from challenging or contesting in
any way the Licensor's registration of the mark with the U.S.
Patent & Trademark Office, or with any other trademark office;
the validity of the mark; or the Licensor's exclusive worldwide
ownership of the mark.
8. Use of Mark:
(a) The Licensor considers
the mark to be its service mark, and holds it out to the public
as such. The Licensee, when using the mark in a manner that would
constitute infringement in the absence of this License, shall
clearly indicate that it is Federally registered with the U.S.
Patent & Trademark Office. Such indication of registration
shall be in the form of the "®" designation.
(b) At such time that
the mark is registered in relevant foreign countries, the Licensee
may also be required to make a similar indication, as appropriate.
9. Infringement: The Licensee is required to notify the Licensor
of any potential infringement of the mark of which the Licensee
is aware. The Licensor retains the right to determine what constitutes
infringement and the course of action to be taken to address
Further, in coordination with the Licensor,
the Licensee agrees to share responsibility for the enforcement
of the mark against infringement, and to take reasonable measures,
consistent with the Licensee's other responsibilities for DNS
management, to assist DoC to do the following:
(a) assist in policing
the mark among the various domain name registries worldwide,
and assist in bringing domain name disputes in those registries
in which the mark is found to be infringed;
(b) assist DoC in working
with national and local authorities, including the courts, in
countries where the mark may be being infringed, to assist in
enforcing the mark and prosecuting infringers thereof; and
(c) notify the Licensor
of any claims of which the Licensee is aware that the licensed
mark is infringing the name, logo or trademark of another.
10. Insolvency or
Bankruptcy: Licensor shall
have the right to immediately terminate the license if the Licensee
discontinues business, or becomes insolvent, or if any action
relating to the bankruptcy or insolvency of the Licensee is instituted.
11. Governing Law: This License shall be interpreted and implemented
in accordance with the Federal common law as interpreted by the
U.S. District Court for the District of Columbia.
12. Foreign Trademarks
and Service Marks: Licensee
agrees to provide all lawful assistance, as reasonable, to Licensor
should Licensor decide to register the mark in foreign countries.
Licensee shall comply with all applicable legal requirements
governing trademark and service mark use, including but not limited
to, registered user requirements. Licensee agrees that all use
of the name and/or logo by Licensee shall inure to the benefit
of the Licensor.
13. Indemnification: The Licensee agrees to indemnify and hold the
Licensor harmless from any and all claims, damages, and attorneys'
fees arising from the use of the mark by the Licensee and its
operations under the License, except to the extent that any such
claims, damages, or attorneys' fees arose in connection with
any act or failure to act by the U.S. Department of Commerce
or any agency, department or subdivision thereof.
14. Prior Agreements: This License is intended to coexist with other
written agreements between the parties, including the Memorandum
of Understanding. This License sets forth and contains the entirety
of representations, understandings, and agreements of the parties
hereto and merges all prior representations, understandings,
and agreements with respect to this License. This License may
be amended only through a written instrument executed by a duly
authorized representative of each of the Parties hereto.
In witness whereof, the parties have caused
this document to be duly executed as of the latter of the two
U.S. DEPARTMENT OF COMMERCE
Name: James A. Dorskind
Title: General Counsel
Date: January 8, 2001
INTERNET CORPORATION FOR ASSIGNED NAMES
Name: Louis Touton
Date: 8 January 2001
Comments concerning the layout, construction and
functionality of this site
should be sent to firstname.lastname@example.org.
Page Updated 11-January-2001
(c) 2001 The Internet
Corporation for Assigned Names and Numbers.
All rights reserved.