TLD Agreement: Appendix H (.biz)
Posted: 5 March 2001
NEULEVEL EQUAL ACCESS AND
I. Equal Access and
NeuLevel shall provide registrars with
the opportunity to register domain names in the .biz TLD pursuant
to the terms and conditions of a Registry-Registrar Agreement
("RRA") to be executed between NeuLevel and any such
registrars accredited by ICANN to act as a registrar for domain
names within the domain of the .biz TLD (hereinafter referred
to as "ICANN-Accredited Registrars"). NeuLevel shall
provide all ICANN-Accredited Registrars (including individual
NeuLevel members acting as a registrar) with equivalent access
to the Registry-Registrar Protocol. NeuLevel will also make a
certification to ICANN at the end of the six month period immediately
following the Effective Date of the Registry Agreement and at
the end of each subsequent six month period for the Term of the
Registry Agreement, using the objective criteria set forth in
the NeuLevel Equivalent Access Certification below, that NeuLevel,
in its capacity as Registry Operator is providing all ICANN-Accredited
Registrars with such equivalent access.
NeuLevel will ensure, in a form and through
ways described in the NeuLevel Equivalent Access Certification
below, that the revenues and assets of the Registry Operator
are not utilized to advantage NeuLevel, its affiliates, any contractor
to NeuLevel, or any owner of such contractor, to the detriment
of other ICANN-Accredited Registrars.
All capitalized terms not otherwise defined
herein shall have the meaning ascribed to them in the Registry
NEULEVEL EQUIVALENT ACCESS
NeuLevel, in its capacity as the Registry
Operator, and on behalf of its contractors, makes the following
1. All ICANN-Accredited Registrars (including
NeuLevel affiliates acting as Registrars) connect to the Registry
Shared Registration System using the same means available on
the same terms and conditions to any other ICANN-Accredited Registrar.
2. The Registry Operator has made all registrar
access software and any updates to that software available to
all ICANN-Accredited Registrars at the same time and under the
same term and conditions.
3. All ICANN-Accredited Registrars have
the same level and means of access to Registry customer support
4. All ICANN-Accredited Registrars have
the same level and means of access to the NeuLevel Registry resources
to resolve Registry/Registrar or Registrar/Registrar disputes
and technical and/or administrative customer service issues.
5. All ICANN-Accredited Registrars have
the same level and means of access to Registry Data to reconcile
their registration activities.
6. All ICANN-Accredited Registrars may
perform basic automated registrar account management functions
using the same registrar access software made available to all
ICANN-Accredited Registrars by the Registry Operator.
7. The Registry Operator's Shared Registration
System does not include any algorithms or protocols that differentiate
among ICANN-Accredited Registrars with respect to functionality,
including database access, system priorities and overall performance.
8. All Registry Operator officers, directors,
shareholders, employees, agents, consultants, and contractors
have been directed not to give preferential treatment to any
individual ICANN-Accredited Registrar.
9. The Registry Operator has not provided
preferential pricing structures, promotions or other economic
terms to any individual ICANN-Accredited Registrar which are
not available to all ICANN-Accredited Registrars.
10. Registry Operator has complied with
the terms of the Registry Operator Code of Conduct and the Equal
Access and Nondiscrimination Practice Plan.
11. I, the undersigned, have taken reasonable
steps to verify that the foregoing representations are true and
This Certification is dated this the __
day of __________, _____.
II. NeuLevel Equal
Access and Nondiscriminatory Practice
NeuLevel and its contractors will comply
with the following policies relating to Equal Access and Nondiscrimination
Practice Plan (the "Plan").
1. Section A - Equivalent
It is the goal of this policy to ensure
1.1 All ICANN-Accredited
Registrars connect to the System using the same protocols and
with the same limitations and security measures.
1.2 All ICANN-Accredited
Registrars have the same access to customer support, administrative
and business services.
1.3 All ICANN-Accredited
Registrars have the same access to the tools required to access
their data through the System including billing, account management
and other similar services.
1.4 With the exception
of systems designed to enforce NeuLevel's or ICANN's terms of
service, contract or policy, the System not include any features
or systems designed to perform prejudicially or favorably towards
any specific ICANN-Accredited Registrar[s].
2. Section B - Organizational
Conflict of Interest Compliance Plan for NeuLevel
NeuLevel has created the following processes
and policy in order to achieve the goals outlined above.
NeuLevel will comply with its Code of Conduct
contained in Appendix I with respect to its organizational structure.
NeuLevel will ensure it maintains the appropriate protections
from organizational conflicts of interest. Currently, Jeff Ganek
is a member of the Board of Directors of Neustar and NeuLevel.
NeuLevel will ensure that its directors, officers, employees,
agents and consultants are independent and derive their mandate
and directions from NeuLevel Board of Directors.
2.2 Financial Separation
NeuLevel will ensure that separate financial
statements for NeuLevel are prepared using United States GAAP
accounting standards. NeuLevel's financial statements will account
for its own costs, revenues, cash flow, etc. as a separate entity,
using distinct systems and accounting functions. Reasonable and
independently auditable internal accounting controls will be
in place to ensure the adequacy of these systems and functions.
The accounting and operational procedures will be established
in such a fashion that no detailed customer account information
relating to any ICANN-Accredited Registrar will be available
to any other ICANN-Accredited Registrar.
2.3 Different Locations/Office
NeuLevel will conduct its business and
technical operations from different premises than any ICANN-Accredited
Registrar. There may be situations where technical systems might
reside within the same physical premises as an ICANN-Accredited
Registrar, however these premises will not be owned by an ICANN-Accredited
Registrar, will be operated by an entity not affiliated with
any of them, and will be physically and distinctly separated
from each other. Any instance where NeuLevel has located or will
locate technical systems in the same third party premises as
an ICANN-Accredited Registrar will be disclosed to ICANN within
a commercially reasonable time period after NeuLevel is made
aware of the situation. Only upon the written consent of ICANN,
which shall not be unreasonably withheld or delayed, may NeuLevel
technical systems reside in any datacenter or network facility
owned or controlled, in whole or in part, by an ICANN-Accredited
2.4 Physical Barriers
At NeuLevel's facilities, only assigned
personnel employed or contracted by NeuLevel 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.
NeuLevel will create and maintain an entry/exit log for all persons
who enter the facility.
2.5 Registry Access
NeuLevel will provide access to all Registry
customers through the mechanisms described above.
3. Section C - Information
NeuLevel has in place various procedural
safeguards to ensure that data and information of the registry
business are not utilized to advantage one ICANN-Accredited Registrar
over another. The Access to Data Policy is attached as Exhibit
3.1 Staff Training
All NeuLevel Personnel and other employees
who have a need to know NeuLevel business will undergo a formal
Training Program, providing the staff members with a clear understanding
of this Plan with special attention paid to the Equivalent Access
Policy and the staff members' responsibility under the plan.
Formal training will be required before any potential staff member
is given an assignment or access to NeuLevel material. Formal
refresher training will be given on an annual basis.
3.2 Treatment of
Upon completion of the training program,
all NeuLevel Personnel and other employees who have a need to
know NeuLevel business will be required to sign a non-disclosure
agreement (Exhibit B) and a NeuLevel Business Avoidance Certification
(Exhibit C) acknowledging, among other things, his/her understanding
of the requirements, and certifying that he/she will strictly
comply with the provisions of the Plan. The signed agreements
will be 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.
The Compliance Officer (CO) will, in all
cases, endeavor to ensure that NeuLevel and its employees do
not release any information to any ICANN-Accredited Registrar,
or their respective employees that could be used by an ICANN-Accredited
Registrar to the detriment of any other ICANN-Accredited Registrar
regardless of the official stated sensitivity of the information.
Under no circumstances will Registry Sensitive Information be
approved by the CO for release to any other ICANN-Accredited
ACCESS TO DATA POLICY
1. Purpose: To establish policies (i) for the protection of
Proprietary Information developed by and/or in the possession
of NeuLevel, and (ii) for the protection of Registry Sensitive
Information to ensure that the revenue and assets of NeuLevel
are not unfairly utilized to advantage another ICANN-Accredited
Registrar to the detriment of other competing ICANN-Accredited
2. Scope: This policy is applicable to all officers, directors,
members, shareholders, employees, agents, consultants, and subcontractors
Information. Financial, personnel, technical, or business
information owned or possessed by NeuLevel which has not been
authorized for public release. Such information is frequently
referred to as "Proprietary Information," "Confidential
Information" or "Privileged Information."
3.2 Registry Sensitive
Information. Any information, including Proprietary Information
or other financial, personnel, technical, or business information
owned or possessed by NeuLevel relating to its business which
could be utilized to advantage ICANN-Accredited Registrar to
the detriment of other competing ICANN-Accredited Registrars.
Examples of Registry Sensitive Information are contained in Attachment
3.3 Computer Software.
Computer programs and computer databases.
3.4 Computer Software
Documentation. Technical data, including computer listing
and printouts, in human-readable form which (i) document the
design or details of computer software, (ii) explain the capabilities
of the software, or (iii) provide instructions for using the
software to obtain desired results from a computer.
4. Procedures for
Protection of Proprietary Information:
Managers are responsible for identifying Registry Sensitive Information
developed, produced or possessed by NeuLevel and for instructing
employees reporting to them regarding the proper handling and
safeguarding of such information. Each NeuLevel employee will
exercise reasonable care to protect Registry Sensitive Information
from unauthorized or inadvertent disclosure.
It is recognized that there are occasions where it is necessary
to disclose Proprietary Information to outsiders. Such disclosure
should not be made without the prior written approval of an authorized
Corporate officer of NeuLevel. Advice from Corporate counsel
should be obtained on all questions relating to the identification
or releasing of Proprietary Information or Registry Sensitive
4.3 Marking of Documents.
Documents containing Proprietary Information or Registry Sensitive
Information will be marked with one of the markings described
below at the time the document(s) 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 or sensitive nature of its contents
(as soon as access is afforded to a computer tape or at the beginning
of a sound recording, etc.).
Documents. On internal documents (reports, memoranda, drawings,
etc.) the applicable following legend shall be put at the top
or bottom of the first page or, in the case of drawings, in the
space provided for such legends. The "need to know"
principle shall be the guideline when divulging Proprietary Information
or Sensitive Information internally.
NeuLevel Proprietary Information
The information on this document is
proprietary to NeuLevel. It may not be used, reproduced or disclosed
without the written approval of NeuLevel.
NeuLevel Registry Sensitive
The information on this document is
proprietary to NeuLevel. It may not be used, reproduced or disclosed
without the written approval of the Compliance Officer of NeuLevel.
for External Distribution
A. Reports and
The following legend shall be typed or
stamped on the cover and/or title page of reports or on the face
of other documentation provided to others:
NeuLevel Proprietary Information
This document is the property of NeuLevel.
It may be used by recipient only for the purpose for which it
was transmitted and shall be returned upon request or when no
longer needed by recipient. It may not be copied or communicated
without the prior written consent of NeuLevel.
On letters to third parties or outsiders
which will contain Proprietary Information, the following statement
or equivalent shall appear in the text:
|Information contained herein is NeuLevel
Proprietary Information and is made available to you because
of your interest in our company (or program, etc.). This information
is submitted in confidence and its disclosure to you is not intended
to constitute public disclosure or authorization for disclosure
to other parties.
to Commercial Companies
1. A restrictive
legend such as the following shall be placed on the title page
of each volume of the proposal:
|NeuLevel's proposal, which follows,
contains information and data that are privileged and/or confidential
to NeuLevel. This information and data are not made available
for public review and are submitted voluntarily to XYZ COMPANY
NAME only for purposes of review and evaluation in connection
with this proposal. No other use of the information and data
contained herein is permitted without the express written permission
of NeuLevel. Information and data contained herein is protected
by the Uniform Trade Secrets Act, as codified, and any improper
use, distribution, or reproduction is specifically prohibited.
No license of any kind whatsoever is granted to any third party
to use the information and data contained herein unless a written
agreement exists between NeuLevel and the third party which desires
access to the information and data. Under no condition should
the information and data contained herein be provided in any
manner whatsoever to any third party without the prior written
permission of NeuLevel. The data subject to this restriction
is contained in pages __.
2. Each page of
the proposal which contains Proprietary Information shall be
marked as follows:
|Use or disclosure of proposal information
is subject to the restriction on the title page of this proposal.
Information Released Pursuant to Contract
When Proprietary Information is exchanged
between NeuLevel and another company, a Confidentiality Agreement
or Non-Disclosure Agreement shall be executed by the parties
1. The parties
will designate in writing one or more individuals within their
own organization as the only person(s) authorized to receive
Proprietary Information exchanged between the parties pursuant
to this Agreement (see Attachment 2 for sample agreement.).
2. All information
which the disclosing party claims as proprietary shall be received
in writing, clearly identified as proprietary, and delivered
personally or by mail addressed to individuals designated above
to receive the Proprietary Information.
When not in use, Proprietary Information
or Registry Sensitive Information will be stored in a locked
desk, cabinet or file. Such material will 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.
Burning, shredding or comparable methods
will be used for the destruction of Proprietary Information or
Registry Sensitive Information.
7. Terminating Employees
Terminating employees will be reminded
of their responsibilities and obligations in protecting Proprietary
Information. All employees will execute a non-disclosure agreement
specifying that they may not retain or otherwise use such information
after termination. Any deviation from this policy must be approved
in writing by NeuLevel counsel and NeuLevel.
8. Third-Party Proprietary
Proprietary Information received from other
companies through contractual or pre-contractual relationships
will be afforded the same level of protection given to NeuLevel's
Questions concerning implementation or
interpretation of this policy will be referred to the appropriate
General Manager or the General Counsel.
Examples of Proprietary & Registry Sensitive Information
Engineering information, including schematics,
code, and engineering notes will be considered Proprietary Information.
Some statistical information will be available
for public consumption. Such information does not require any
special treatment, so long as neither NeuLevel nor any ICANN-Accredited
Registrar, receives any preferential treatment (e.g., early access
to such information). Other 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 Registry Sensitive
One area of statistical data that is deserving
of special attention is Registry Information pertaining to the
numbers of registrations, transfers, etc., performed by each
registrar. All such information is Registry Sensitive Information
and will be treated accordingly. Unless otherwise approved,
registration activity information must be protected from disclosure
to any registrar other than the registrar to which the information
Financial data related to NeuLevel is Registry
Sensitive Information and will not be released without the express
consent of the General Manager of NeuLevel. Monthly expenses
and income shall be kept sensitive and restricted from disclosure
to any party other than the appropriate NeuLevel staff.
This is an Agreement, effective _______________
__, 2000 between NeuLevel, LLC, (hereinafter referred to as "NeuLevel")
and _________________________ (hereinafter referred to as "_________________").
It is recognized that it may be necessary or desirable to exchange
information between NEULEVEL and _________________ for the purpose
of ____________________________ _____________________________________________.
With respect to the information exchanged between the parties
subsequent to this date, the parties agree as follows:
(1) "Proprietary Information"
shall include, but not be limited to, performance, sales, financial,
contractual and special marketing information, ideas, technical
data and concepts originated by the disclosing party, not previously
published or otherwise disclosed to the general public, not previously
available without restriction to the receiving party or others,
nor normally furnished to others without compensation, and which
the disclosing party desires to protect against unrestricted
disclosure or competitive use, and which is furnished pursuant
to this Agreement and appropriately identified as being proprietary
(2) In order for proprietary information
disclosed by one party to the other to be protected in accordance
with this Agreement, it must be: (a) in writing or in electronic
form; (b) clearly identified as proprietary information at the
time of its disclosure by each page thereof being marked with
an appropriate legend indicating that the information is deemed
proprietary by the disclosing party; and (c) delivered by letter
of transmittal, hand delivery, or electronically transmitted
to the individual designated in Paragraph 3 below, or his designee.
Where the proprietary information has not been or cannot be reduced
to written or electronic form at the time of disclosure and such
disclosure is made orally and with prior assertion of proprietary
rights therein, such orally disclosed proprietary information
shall only be protected in accordance with this Non-Disclosure
Agreement provided that complete written summaries of all proprietary
aspects of any such oral disclosures shall have been delivered
to the individual identified in Paragraph 3 below, within 20
calendar days of said oral disclosures. Neither party shall identify
information as proprietary which is not in good faith believed
to be confidential, privileged, a trade secret, or otherwise
entitled to such markings or proprietary claims.
(3) In order for either party's proprietary
information to be protected as described herein, it must be submitted
in written or electronic form as discussed in Paragraph 2 above
Name: Jeffrey J. Neuman, Esq.
Title: Director, Law & Policy
Address: 1120 Vermont Ave., NW
Fourth Floor, Washington, D.C. 20005
Telephone No: (202) 533-2733
FAX No: (202) 533-2970
Telephone No: ______________________
FAX No: ___________________________
(4) Each party covenants and agrees that
it will keep in confidence, and prevent the disclosure to any
person or persons outside its organization or to any unauthorized
person or persons, any and all information which is received
from the other under this Non-Disclosure Agreement and has been
protected in accordance with paragraphs 2 and 3 hereof; provided
however, that a receiving party shall not be liable for disclosure
of any such information if the same:
A. Was in the public domain at the time
it was disclosed,
B. Becomes part of the public domain without
breach of this Agreement,
C. Is disclosed with the written approval
of the other party,
D. Is disclosed after three years from
receipt of the information,
E. Was independently developed by the receiving
F. Is or was disclosed by the disclosing
party to a third party without restriction, or
G. Is disclosed pursuant to the provisions
of a court order.
As between the parties hereto, the provisions
of this Paragraph 4 shall supersede the provisions of any inconsistent
legend that may be affixed to said data by the disclosing party,
and the inconsistent provisions of any such legend shall be without
any force or effect.
Any protected information provided by one party to the other
shall be used only in furtherance of the purposes described in
this Agreement, and shall be, upon request at any time, returned
to the disclosing party. If either party loses or makes unauthorized
disclosure of the other party's protected information, it shall
notify such other party immediately and take all steps reasonable
and necessary to retrieve the lost or improperly disclosed information.
5) The standard of care for protecting
Proprietary Information imposed on the party receiving such information,
will be that degree of care the receiving party uses to prevent
disclosure, publication or dissemination of its own proprietary
information, but in no event less than reasonable care.
(6) Neither party shall be liable for the
inadvertent or accidental disclosure of Proprietary Information
if such disclosure occurs despite the exercise of the same degree
of care as such party normally takes to preserve its own such
data or information.
(7) In providing any information hereunder,
each disclosing party makes no representations, either express
or implied, as to the information's adequacy, sufficiency, or
freedom from defect of any kind, including freedom from any patent
infringement that may result from the use of such information,
nor shall either party incur any liability or obligation whatsoever
by reason of such information, except as provided under Paragraph
(8) This Non-Disclosure Agreement contains
the entire agreement relative to the protection of information
to be exchanged hereunder, and supersedes all prior or contemporaneous
oral or written understandings or agreements regarding this issue.
This Non-Disclosure Agreement shall not be modified or amended,
except in a written instrument executed by the parties.
(9) Nothing contained in this Non-Disclosure
Agreement shall, by express grant, implication, estoppel or otherwise,
create in either party any right, title, interest, or license
in or to the inventions, patents, technical data, computer software,
or software documentation of the other party.
(10) Nothing contained in this Non-Disclosure
Agreement shall grant to either party the right to make commitments
of any kind for or on behalf of any other party without the prior
written consent of that other party.
(11) The effective date of this Non-Disclosure
Agreement shall be the date upon which the last signatory below
executes this Agreement.
(12) This Non-Disclosure Agreement shall
be governed and construed in accordance with the laws of the
Commonwealth of Virginia.
(13) This Non-Disclosure Agreement may
not be assigned or otherwise transferred by either party in whole
or in part without the express prior written consent of the other
party, which consent shall not unreasonably be withheld. This
consent requirement shall not apply in the event either party
shall change its corporate name or merge with another corporation.
This Non-Disclosure Agreement shall benefit and be binding upon
the successors and assigns of the parties hereto.
(14) It is further understood and agreed
that money damages would not be a sufficient remedy for any breach
of this agreement by either party or any of its representatives
and that the non-breaching party shall be entitled to equitable
relief, including injunction and specific performance, as a remedy
for any such breach. Such remedies shall not be deemed to be
the exclusive remedies for a breach of this agreement but shall
be in addition to all other remedies available at law or equity.
In the event of litigation relating to this agreement, if a court
of competent jurisdiction determines that either party or any
of its representatives have breached this agreement, then the
breaching party shall be liable and pay to the non-breaching
party the reasonable legal fees incurred in connection with such
litigation, including an appeal therefrom.
I understand I am an employee of NeuLevel,
LLC ("NeuLevel") or another employee who has a need
to know information related to NeuLevel which is proprietary,
confidential or business sensitive, belonging to NeuLevel, other
companies or customers of NeuLevel. I agree not to disclose
or otherwise disseminate such information to anyone other than
Need to Know Employees, except as directed, in writing, by ___________________
of NeuLevel or his/her designee ("Compliance Officer").
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
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 Compliance
Officer any potential violation of this agreement. I further
agree to surrender any and all data and information, of any type
whatsoever, to the Compliance Officer upon the termination of
my employment as an employee of NeuLevel, or my assignment with
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 NeuLevel, and any violation of these requirements
may result in termination of my employment.
Agreed to: __________________________
General Manager, Registry
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 the Registry Business of NeuLevel, LLC. 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 the Registry Business, any conflict,
whether personal or organizational, which is perceived or identified
during the course of my employment with the Registry Business.
Comments concerning the layout, construction and
functionality of this site
should be sent to email@example.com.
Page Updated 05-March-2001
(c) 2001 The Internet
Corporation for Assigned Names and Numbers.
All rights reserved.