TLD Agreement: Appendix H (.name)
Posted: 6 March 2001
ACCESS AND NONDISCRIMINATORY
Equal Access and Nondiscriminatory Practice
Global Name Registry shall provide registrars
with the opportunity to register domain names in the .name TLD
pursuant to the terms and conditions of a Registry-Registrar
Agreement ("RRA") to be executed between Global Name
Registry and any such registrars accredited by ICANN to act as
a registrar for domain names within the domain of the .name TLD
(hereinafter referred to as "ICANN-Accredited Registrars").
Global Name Registry shall provide all ICANN-Accredited Registrars
(including individual Global Name Registry members acting as
a registrar) with equivalent access to the Registry-Registrar
Protocol. Global Name Registry 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 Global
Name Registry Equivalent Access Certification below, that Global
Name Registry, in its capacity as Registry Operator is providing
all ICANN-Accredited Registrars with such equivalent access.
Global Name Registry will ensure, in a
form and through ways described in the Global Name Registry Equivalent
Access Certification below, that the revenues and assets of the
Registry Operator are not utilized to advantage Global Name Registry,
its affiliates, any contractor to Global Name Registry, or any
owner of such contractor, to the detriment of other ICANN-Accredited
All capitalized terms not otherwise defined
herein shall have the meaning ascribed to them in the Registry
GLOBAL NAME REGISTRY EQUIVALENT
The Global Name Registry, acting in its
capacity as the Registry Operator makes the following certifications:
1. All ICANN-Accredited Registrars (including
Global Name Registry affiliates acting as a registrar) connect
to the Shared Registration System Gateway via the Internet by
utilizing the same maximum number of IP addresses and SSL certificate
2. Registry Operator has made final versions
of 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
personnel via telephone, e-mail and the Registry website.
4. All ICANN-Accredited Registrars have
the same level and means of access to the 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 from Registry Web and ftp servers.
6. All ICANN-Accredited Registrars may
perform basic automated registrar account management functions
using the same registrar tool kit made available to all ICANN-Accredited
Registrars by the Registry Operator.
7. The 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. During the Landrush period, all ICANN-Accredited
Registrars were treated identically and by the same algorithm.
9. 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.
10. 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.
11. Registry Operator has complied with
the terms of the Registry Operator Code of Conduct and the Equal
Access and Nondiscriminatory Practice Plan.
This Certification is dated this the __
day of __________, _____.
The Global Name Registry
Global Name Registry Equal Access and Nondiscriminatory Practice
Global Name Registry and its contractors
will comply with the following policies relating to Equal Access
and Nondiscrimination Practice Plan (the "Plan").
Section A - Equivalent Access Policy
It is the goal of this policy to ensure
All ICANN-Accredited Registrars will connect to the System using
the same protocols and with the same limitations and security
All ICANN-Accredited Registrars will have the same access to
customer support, administrative and business services.
All ICANN-Accredited Registrars will have the same access to
the tools required to access their data through the System including
billing, account management and other similar services.
With the exception of systems designed to enforce Global Name
Registry's or ICANN's terms of service, contract or policy, the
System will not include any features or systems designed to perform
prejudicially or favorably towards any specific ICANN-Accredited
Section B - Organizational Conflict of Interest Compliance Plan
for Global Name Registry
Global Name Registry has created the following
processes and policy in order to achieve the goals outlined above.
The Global Name Registry, Ltd. is a wholly
owned subsidiary of Nameplanet, Ltd, a private limited company
incorporated in England and Wales under the Company No 03895286.
Global Name Registry will ensure that separate
financial statements for Global Name Registry are prepared using
United Kingdom GAAP accounting standards. Global Name Registry'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.
Different Locations/Office Premises
Global Name Registry 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 Global Name Registry has
located 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 Global Name Registry
is made aware of the situation. Only upon the written consent
of ICANN, which shall not be unreasonably withheld or delayed,
may Global Name Registry technical systems reside in any datacenter
or network facility owned or controlled, in whole or in part,
by an ICANN-Accredited Registrar.
At Global Name Registry's facilities, only
assigned personnel employed or contracted by Global Name Registry
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. Global Name Registry will create and maintain
an entry/exit log for all persons who enter the facility.
Global Name Registry will provide access
to all Registry customers through the mechanisms described above.
Section C - Information Control
Global Name Registry 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 A.
All Global Name Registry Personnel and
other employees who have a need to know Global Name Registry
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 Global Name Registry material. Formal refresher
training will be given on an annual basis.
Treatment of Information
Upon completion of the training program,
all Global Name Registry Personnel and other employees who have
a need to know Global Name Registry business will be required
to sign a non-disclosure agreement (Exhibit B) and a Global Name
Registry 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 Global Name Registry 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
Purpose: To establish policies
(i) for the protection of Proprietary Information developed by
and/or in the possession of Global Name Registry, and (ii) for
the protection of Registry Sensitive Information to ensure that
the revenue and assets of Global Name Registry are not unfairly
utilized to advantage another ICANN-Accredited Registrar to the
detriment of other competing ICANN-Accredited Registrars.
Scope: This policy is applicable
to all officers, directors, members, shareholders, employees,
agents, consultants, and subcontractors of Global Name Registry.
Proprietary Information. Financial, personnel, technical,
or business information owned or possessed by Global Name Registry
which has not been authorized for public release. Such information
is frequently referred to as "Proprietary Information,"
"Confidential Information" or "Privileged Information."
Registry Sensitive Information. Any information, including
Proprietary Information or other financial, personnel, technical,
or business information owned or possessed by Global Name Registry
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 1 hereto.
Computer Software. Computer programs and computer databases.
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.
Procedures for Protection of Proprietary Information:
Responsibility. Managers are responsible for identifying
Registry Sensitive Information developed, produced or possessed
by Global Name Registry and for instructing employees reporting
to them regarding the proper handling and safeguarding of such
information. Each Global Name Registry employee will exercise
reasonable care to protect Registry Sensitive Information from
unauthorized or inadvertent disclosure.
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 Global
Name Registry. Advice from Corporate counsel should be obtained
on all questions relating to the identification or releasing
of Proprietary Information or Registry Sensitive Information.
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,
Internal 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.
Global Name Registry Proprietary
The information on this document is
proprietary to Global Name Registry. It may not be used, reproduced
or disclosed without the written approval of Global Name Registry.
Global Name Registry Registry
The information on this document is
proprietary to Global Name Registry. It may not be used, reproduced
or disclosed without the written approval of the Compliance Officer
of Global Name Registry.
Documents for External Distribution
Reports and Similar Documents
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:
Global Name Registry Proprietary
This document is the property of Global
Name Registry. 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 Global Name
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 Global
Name Registry 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.
Proposals to Commercial Companies
A restrictive legend such as the following shall be placed on
the title page of each volume of the proposal:
|Global Name Registry's proposal, which
follows, contains information and data that are privileged and/or
confidential to Global Name Registry. 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 Global Name Registry. 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 Global Name Registry
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 Global Name Registry.
The data subject to this restriction is contained in pages __.
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.
Proprietary Information Released Pursuant to Contract
When Proprietary Information is exchanged
between Global Name Registry and another company, a Confidentiality
Agreement or Non-Disclosure Agreement shall be executed by the
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.).
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.
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 Global Name Registry counsel and Global Name Registry.
Third-Party Proprietary Information
Proprietary Information received from other
companies through contractual or pre-contractual relationships
will be afforded the same level of protection given to Global
Name Registry's Proprietary Information.
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 Global Name Registry 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 Information.
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 Global Name Registry
is Registry Sensitive Information and will not be released without
the express consent of the General Manager of Global Name Registry.
Monthly expenses and income shall be kept sensitive and restricted
from disclosure to any party other than the appropriate Global
Name Registry staff.
This is an Agreement, effective _______________
__, 2000 between Global Name Registry, (hereinafter referred
to as "Global Name Registry") and _________________________
(hereinafter referred to as "_________________"). It
is recognized that it may be necessary or desirable to exchange
information between GLOBAL NAME REGISTRY 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
GLOBAL NAME REGISTRY
Telephone No: ________________
FAX No: _____________________
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
(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.
GLOBAL NAME REGISTRY
I understand I am an employee of Global
Name Registry, LLC ("Global Name Registry") or another
employee who has a need to know information related to Global
Name Registry which is proprietary, confidential or business
sensitive, belonging to Global Name Registry, other companies
or customers of Global Name Registry. 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 Global Name Registry 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 Global Name Registry, or my assignment
with Global Name Registry.
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 Global Name Registry, 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 Global Name Registry,
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
Comments concerning the layout, construction and
functionality of this site
should be sent to email@example.com.
Page Updated 06-March-2001
(c) 2001 The Internet
Corporation for Assigned Names and Numbers.
All rights reserved.