25 October 2001
Sponsorship Agreement (.au)
This ccTLD Sponsorship Agreement
("Agreement") is by and between the Internet Corporation for
Assigned Names and Numbers, a not-for-profit corporation, and .au Domain
Administration Limited (auDA) a not-for-profit organisation incorporated
under the laws of Australia.
ICANN is a non-profit corporation formed on 30 September 1998 for
purposes of providing technical-coordination functions for the Internet
in the public interest. Among ICANN's responsibilities is to oversee
operation of the Internet's Authoritative Root-Server System.
The .au Domain Administration Limited (auDA) is a not-for-profit organisation
incorporated under the laws of Australia as Australian Domain Name
Administration Ltd on 23 June 1997. On 19 April 1999 it adopted a
new constitution and changed its name to .au Domain Administration
Ltd. with the intention of managing the .au top-level domain in the
public or common interest.
Effective 31 December 2000 auDA and the Government of Australia represented
by the National Office for the Information Economy (NOIE) and its
Minister for Communications, Information Technology and the Arts,
entered into an Agreement by which the Government of Australia designated
auDA to hold administrative authority for the .au ccTLD. The Agreement
appears as Annex 1 to this Agreement.
On 28 May 2001 in a communication from Chris Disspain, CEO auDA, to
the Internet Assigned Numbers Authority (IANA), auDA formally requested
the redelegation of the .au domain to auDA. The communication contained
the auDA Constitution, a technical report, the 31 December 2000 letter
(see recital 1.3) and a summary of the Telecommunications Legislation
Amendment (TLA) Bill 2000, as well as a communication from NOIE to
Robert Elz (the .au manager at the time) on the Government's endorsement
of auDA as the appropriate body to assume the transfer of authority
for .au. The communication appears in Annex 2 to this Agreement.
On 18 June 2001 in a letter signed by Chris Disspain, CEO auDA, to
Senator Alston, Minister for Communications, Information Technology
and the Arts, regarding redelegation of .au, auDA reconfirmed its
commitment to the Government of Australia that it will comply with
clause 9 of the GAC Principles. The 20 June 2001 letter appears as
Annex 3 to this Agreement.
On 4 July 2001 Senator Alston wrote to ICANN's President and Chief
Executive Officer, Stuart Lynn, confirming the Government of Australia's
endorsement of auDA. The 4 July 2001 letter appears as Annex 4 to
On 8 August 2001 ICANN's President and Chief Executive Officer, Stuart
Lynn, wrote Senator Richard Alston requesting reconfirmation of the
Australian Government's endorsement of redelegation of .au to auDA
in light of communications from the existing manager, Robert Elz and
the CEO of Melbourne IT. The 8 August 2001 letter appears as Annex
5 to this Agreement.
On 16 August 2001 Senator Richard Alston wrote ICANN's President and
Chief Executive Officer, Stuart Lynn, reconfirming the Australian
Government's endorsement of the redelegation of .au to auDA, its commitment
to ensuring administration of the .au ccTLD for the benefit of the
Australian community, and its support of ICANN as the appropriate
international entity to oversee the technical coordination of the
Internet in a manner that will preserve it as an effective and convenient
mechanism for global communication and commerce. The 16 August 2001
letter appears as Annex 6 to this Agreement.
On 31 August 2001 the IANA issued its Report on the "Request
for the .au Domain Administration (auDA) for Redelegation of .au Top-Level
Domain", finding that auDA is the appropriate delegee of the
.au ccTLD. The report appears as Annex 7.
auDA and ICANN desire for the Government of Australia to assume responsibility
for overseeing the interest of Australia and its Internet community
in the .au top-level domain, with ICANN continuing its role of preserving
the technical stability and operation of the DNS and Internet in the
interest of the global Internet community. To implement an allocation
of the respective responsibilities of the Government of Australia
and ICANN with respect to the .au top-level domain on that basis,
auDA and ICANN now enter into this Agreement to formally reflect their
commitments to one another.
The "Authoritative-Root Database" refers to the database
described in Section 3.2.
The "Authoritative Root-Server System" means the constellation
of DNS root nameservers specified, from time to time, in the file
Unless otherwise specified, "days" refers to calendar (rather
than business) days.
The "Delegated ccTLD" means to the .au top-level domain
of the Internet domain-name system.
"DNS" refers to the Internet domain-name system.
"Governmental Authority" means the Government of Australia,
as represented by the National Office for the Information Economy
The "Governmental Communication" means the laws, regulations,
agreements, documents, contracts, memoranda of understanding, and
other written instruments regulating the relationship between the
Sponsoring Organization and the Governmental Authority. The Governmental
Communication at the commencement of this Agreement is described in
Sections 1.3 and 1.4.
"ICANN" refers to the Internet Corporation for Assigned
Names and Numbers, a non-profit corporation incorporated under the
laws of California, USA, a party to this Agreement, or to its assignee.
The "Sponsoring Organization" and "auDA" refer
to the .au Domain Name Administration, Limited, a non-profit organisation
incorporated under the laws of Australia, a party to this Agreement,
or to its assignee.
The "Term of this Agreement" begins on the date when this
Agreement is first signed on behalf of both parties and extends until
this Agreement is terminated.
Recognition of the Sponsoring Organization. ICANN hereby recognizes
the Sponsoring Organization as the manager of the Delegated ccTLD
during the Term of this Agreement.
Authoritative-Root Database. ICANN shall maintain, or cause to
be maintained, a stable, secure, and authoritative database (referred
to in this Agreement as the "Authoritative-Root Database")
of relevant information about TLDs maintained in the Authoritative
Root-Server System. For the Delegated ccTLD, the Authoritative-Root
Database shall contain information about at least the Sponsoring Organization,
the administrative contact, the technical contact, and the nameservers.
Designation of Administrative and Technical Contacts. At the commencement
of the Term of this Agreement, the administrative and technical contacts
for the Delegated ccTLD shall be as stated on Attachment A.
From time to time during the Term of this Agreement, the Sponsoring
Organization may, by notifying ICANN in writing, request a change
in the designation of the administrative or technical contact. The
administrative contact must reside in the territory of the Governmental
Authority during the entire period he or she is designated as such.
The request for designation of an administrative or technical contact
must be made by the Sponsoring Organization and be accompanied by
complete and accurate contact information for the newly designated
contact according to Section 4.4. ICANN shall implement
a request to change the administrative or technical contact for the
Delegated ccTLD in the Authoritative-Root Database within seven days
after ICANN is reasonably satisfied that the request is genuine and
meets the requirements of this Section 3.3.
Updating of Nameserver Information. At the commencement of the
Term of this Agreement, the host names and IP addresses of the nameservers
for the Delegated ccTLD shall be as stated on Attachment A.
From time to time the during the Term of this Agreement, the Sponsoring
Organization may, by notifying ICANN, request a change in the host
name or IP address(es) of the nameservers for the Delegated ccTLD
reflected in the Authoritative-Root Database. The initial format and
technical requirements for such requests are set forth in Attachment B.
Changes to the format requirements may be made by ICANN upon thirty
days written notice to the Sponsoring Organization. Changes to the
technical requirements may be made only with the mutual written consent
of ICANN and the Sponsoring Organization (which neither party shall
withhold unreasonably) or in the manner provided in Section
5. ICANN shall implement a request for a change to nameserver
data for the Delegated ccTLD in the Authoritative-Root Database within
seven days after ICANN is reasonably satisfied that the request is
genuine and meets the requirements of this Section 3.4.
Implementation of Updates to Contact Information. ICANN shall
implement a request submitted by the Sponsoring Organization under
Section 4.4 to revise contact information in the
Authoritative-Root Database within seven days after ICANN is reasonably
satisfied that the request is genuine and meets the requirements of
Publication of Root-Zone Whois Information. ICANN shall publish,
or cause to be published, data maintained in the Authoritative-Root
Database about the Delegated ccTLD. The published data shall include
at least the names of the Sponsoring Organization, the Administrative
Contact, and the Technical Contact. The specification of the data
elements published, the means of publication, and the update frequency
of the publication initially shall be as provided in Attachment C.
Changes to those specifications may be made only with the mutual written
consent of ICANN and the Sponsoring Organization (which neither party
shall withhold unreasonably) or in the manner provided in Section
Operation of Authoritative Root-Nameserver System; Contents of Authoritative
Root-Zone File. ICANN shall use reasonable commercial efforts
to coordinate the Authoritative Root-Server System to ensure that
it is operated and maintained in a stable and secure manner. ICANN
shall cause, to the extent it has the authority under its agreements
and otherwise, the Authoritative Root-Server System to publish DNS
resource records delegating the Delegated ccTLD to the nameservers
recorded in Authoritative-Root Database.
Maintenance of Authoritative Records and Audit Trail. ICANN shall
maintain, or cause to be maintained, authoritative records and an
audit trail regarding ccTLD delegations and records related to these
Notification of Changes to ICANN's Contact Information. ICANN
shall notify the Sponsoring Organization of any changes to ICANN's
contact information no later than seven days after the change becomes
Use of ICANN Name and Logo. ICANN hereby grants to the Sponsoring
Organization a non-exclusive, worldwide, royalty-free license during
the Term of this Agreement (a) to state that it is recognized by ICANN
as the Sponsoring Organization for the Delegated ccTLD and (b) to
use a logo specified by ICANN to signify that recognition. No other
use of ICANN's name or logo is licensed hereby. This license may not
be assigned or sublicensed by the Sponsoring Organization. The Sponsoring
Organization does not acquire any right, title or interest in or to
any of ICANN's names or logos as a result of this Agreement.
Sponsoring Organization Obligations
Provision of Nameservice for the Delegated ccTLD. The Sponsoring
Organization shall cause the authoritative primary and secondary nameservers
for the Delegated ccTLD to be operated and maintained in a stable
and secure manner, adequate to resolve names within the Delegated
ccTLD, and any sub-domains over which the Sponsoring Organization
retains administrative authority, for users throughout the Internet.
ICANN Access to Zone Files and Registration Data for the Delegated
ccTLD. The Sponsoring Organization shall ensure that the zone
file and accurate and up-to-date registration data for the Delegated
ccTLD is continuously available to ICANN, in a manner which ICANN
may from time to time reasonably specify, for purposes of verifying
and ensuring the operational stability of the Delegated ccTLD only.
ccTLD Registry Data Escrow. The Sponsoring Organization shall
ensure the safety and integrity of the registry database, including
the establishment at its expense of a data escrow or mirror site policy
for the registry data managed by the Sponsoring Organization. The
escrow agent or mirror-site operator shall be mutually approved by
the Governmental Authority and the Sponsoring Organization, and shall
not be under the Sponsoring Organization's control. The escrowed or
mirror-site data shall be held under an agreement (the "Escrow
Agreement") among the Sponsoring Organization, the Governmental
Authority, and the escrow agent or mirror-site operator providing
that (1) the data will be maintained by the escrow agent or mirror-site
operator according to business practices prevalent within the territory
of the Governmental Authority; (2) the escrow agent or mirror-site
operator will verify the data to be complete, consistent, and in proper
format according to a schedule and procedures to be reasonably agreed
by the parties; (3) upon termination of this Agreement, the data will
be provided immediately to the successor manager for the Delegated
ccTLD; and (4) in the event of such provision, the successor manager
shall have all rights to use of the data necessary to operate the
Delegated ccTLD and its registry.
Accuracy and Completeness of Contact Information. The Sponsoring
Organization shall notify ICANN of any change to the contact information
about the Delegated ccTLD in the Authoritative-Root Database no later
than seven days after the change becomes effective. The administrative
contact for the Delegated ccTLD must reside in the territory of the
Governmental Authority during the entire period he or she is designated
as such. The format of the notice shall comply with requirements established
from time to time by ICANN. The initial format requirements are specified
in Attachment D.
Changes to the format requirements may be made by ICANN upon thirty
days written notice to the Sponsoring Organization.
Conformity to ICANN Policies. The Sponsoring Organization shall
abide by ICANN policies developed in accordance to Section
5, that concern:
the interoperability of the Delegated ccTLD with other parts of
the DNS and Internet; operational capabilities and performance of
the ccTLD operator; and the obtaining and maintenance of, and public
access to, accurate and up-to-date contact information for domain
name registrants; and
other topics, in the circumstance that the registration policies
for the Delegated ccTLD encourage or promote registrations from
entities or individuals resident outside the territory of the Governmental
Authority, to the extent those policies are applicable to the Delegated
ccTLD, except where (a) the Sponsoring Organization is prohibited
by law from implementing such an other ICANN policy or (b) the Governmental
Authority instructs the Sponsoring Organization in writing to refrain
from implementing such an other ICANN policy, with three months
written notice to ICANN and the ICANN Governmental Advisory Committee.
Financial Contributions to ICANN. Throughout the Term of this
Agreement, the Sponsoring Organization shall contribute to ICANN's
cost of operation in accordance with an equitable scale, based on
ICANN's total funding requirements (including reserves), developed
by ICANN on the basis of consensus, as described in Attachment E.
of Specifications and Policies
Procedure for Establishment. The specifications and policies set
forth in Attachment
F shall apply to the operation of the Delegated ccTLD under
Section 4.5.1 beginning at the commencement of
the Term of this Agreement. During the Term of this Agreement, new
or revised ICANN specifications and policies applicable to the Sponsoring
Organization shall be established according to procedures that comply
with ICANN's bylaws and articles of incorporation. In addition, new
or revised ICANN specifications and policies established during the
Term of this Agreement that are required by this Agreement to be established
in the manner specified in this Section 5 shall be
developed according to procedures that provide the Sponsoring Organization
with input into the decision making process, including where feasible
(a) prior notice (by web posting, by e-mail, or according to Section
6.8) to the Sponsoring Organization explaining what specification
or policy is being considered for adoption and why; (b) reasonable
opportunities for the Sponsoring Organization to comment, in writing
and at a public forum, before the specification or policy is established,
and (c) a written statement of the specification or policy that is
established and the reason(s) for its establishment.
Time Allowed for Compliance. The Sponsoring Organization shall
be afforded a reasonable period of time (not to exceed four months
unless the nature of the specification or policy established under
Section 5.1 reasonably requires, as agreed to by
ICANN and the Sponsoring Organization, a longer period) after receiving
notice of the establishment of a specification or policy under Section
5.1 in which to comply with that specification or policy, taking
into account any urgency involved.
Termination by the Sponsoring Organization. This Agreement may
be terminated by the Sponsoring Organization upon six months written
notice to ICANN and to the Governmental Authority.
Termination by ICANN. This Agreement may be terminated by ICANN
in any of the following circumstances:
The Sponsoring Organization fails to cure any material breach of
this Agreement within twenty-one days (or such longer reasonable
period as may be necessary using best efforts to cure such breach)
after ICANN gives the Sponsoring Organization written notice of
The Sponsoring Organization's action or failure to act has been
determined by arbitration under Section 6.5 to
be in violation of this Agreement and the Sponsoring Organization
continues to act or fail to act in the manner that was determined
to violate this Agreement for a period stated in the arbitration
decision, or if no period is stated, twenty-one days.
The Sponsoring Organization acts or continues acting in a manner
that ICANN has reasonably determined endangers the operational stability
of the DNS or the Internet after the Sponsoring Organization receives
seven days notice of that determination.
After ICANN is notified by the Governmental Authority that the Sponsoring
Organization has contravened the terms of the Governmental Communication,
or the term of the Governmental Authority's designation of the Sponsoring
Organization as manager of the Delegated ccTLD has expired, ICANN
gives notice of its intent to terminate to the Sponsoring Organization.
The Sponsoring Organization becomes bankrupt or insolvent.
This Agreement may be terminated
in the circumstances described in Sections 6.2.1
through 6.2.3 above only upon thirty days notice
to the Sponsoring Organization and the Governmental Authority (occurring
after the Sponsoring Organization's failure to cure during the stated
period), with the Sponsoring Organization being given an opportunity
during thirty-day notice period to initiate arbitration under Section
6.5 to determine the appropriateness of termination under this
Agreement. In the event the Sponsoring Organization initiates arbitration
concerning the appropriateness of termination by ICANN, the Sponsoring
Organization may at the same time request that the arbitration panel
stay the termination until the arbitration decision is rendered, and
that request shall have the effect of staying the termination until
the decision or until the arbitration panel has granted an ICANN request
for lifting of the stay. If the Sponsoring Organization acts in a
manner that ICANN reasonably determines endangers the operational
stability of the DNS or the Internet and upon notice does not immediately
cure, ICANN may suspend this Agreement for five calendar days pending
ICANN's application for more extended injunctive relief under Section
6.5. This Agreement may be terminated immediately upon notice
to the Sponsoring Organization in the circumstances described in Sections
6.2.4 and 6.2.5.
Effect of Termination. Upon termination of this Agreement, ICANN
shall notify the Sponsoring Organization of the successor to which
the management of the Delegated ccTLD has been reassigned in coordination
with the Governmental Authority. (The manner or result of selection
of the successor shall not be subject to challenge by the Sponsoring
Organization.) The parties shall then cooperate to transfer operation
of the Delegated ccTLD to that successor. In particular, the Sponsoring
Organization shall ensure the transfer of all relevant DNS and registry
data to the successor, subject only to the successor's commitment
to use the data in a manner consistent with the Sponsoring Organization's
prior written commitments made to data subjects regarding the use
of their personal data. The Sponsoring Organization acknowledges that
upon termination of this Agreement it will cease to be the recognized
manager of the Delegated ccTLD. The Sponsoring Organization agrees
to the reassignment of the Delegated ccTLD under the conditions and
in the manner described in Section 6.2 and shall
indemnify, defend, and hold harmless ICANN (including its directors,
officers, employees, and agents) from and against any and all claims,
damages, liabilities, costs, and expenses, including reasonable legal
fees and expenses, arising out of termination of this Agreement according
to that Section.
No Monetary Liability. No breach of an obligation arising under
this Agreement shall give rise to monetary liability by one party
to another, provided that a party's failure to make financial contributions
as required by this Agreement shall constitute a material breach of
Resolution of Disputes. All disputes arising out of or in connection
with the present Agreement shall be finally settled under the Rules
of Arbitration of the International Chamber of Commerce ("ICC")
by three arbitrators appointed in accordance with those rules as amended
by this Agreement. The language of the arbitration shall be English.
The arbitration shall occur in at a location agreed by the parties
or, in the absence of agreement, in New York, New York, USA. Each
party shall nominate one arbitrator, and the two arbitrators so nominated
shall, within 30 days of the confirmation of their appointment, nominate
the third arbitrator, who will act as Chairman of the Arbitral Tribunal.
ICANN and the Sponsoring Organization shall bear the costs of the
arbitration in equal shares, subject to the right of the arbitrators
to reallocate the costs in their award as provided in the ICC rules.
The parties shall bear their own attorneys' fees in connection with
the arbitration, and the arbitrators may not reallocate the attorneys'
fees in conjunction with their award. The arbitrators shall render
their decision within ninety days of the conclusion of the arbitration
hearing. For the purpose of aiding the arbitration and/or preserving
the rights of the parties during the pendency of an arbitration, the
parties shall have the right to seek a stay or temporary or preliminary
injunctive relief from the arbitration panel or in a court located
in Los Angeles, California, USA, which shall not be a waiver of this
arbitration agreement. In all litigation involving ICANN concerning
this Agreement, jurisdiction and exclusive venue for such litigation
shall be in a court located in Los Angeles, California, USA; however,
the parties shall also have the right to enforce a judgment of such
a court in any court of competent jurisdiction.
Choice of Law. Issues of law arising in connection with the interpretation
of this Agreement shall be resolved by (a) the rules of law determined
by the conflict of laws rules which the arbitration panel considers
applicable and (b) such rules of international law as the arbitration
panel considers applicable; provided that the validity, interpretation,
and effect of acts of the Governmental Authority and the Sponsoring
Organization shall be judged according to the laws of Australia and
the validity, interpretation, and effect of acts of ICANN shall be
judged according to the laws of the State of California, USA.
No Third-Party Beneficiaries. This Agreement shall not be construed
to create any obligation by any party to any non-party to this Agreement.
Notices. Except as otherwise specifically provided, all notices
to be given under this Agreement to the parties or the Governmental
Authority shall be given in writing at the address as set forth below,
unless the recipient has given a notice of change of address in writing.
Any notice required by this Agreement shall be deemed to have been
properly given when delivered in person, when sent by electronic facsimile,
or when scheduled for delivery by internationally recognized courier
If to ICANN, addressed
for Assigned Names and Numbers
4676 Admiralty Way, Suite 330
Marina del Rey, California 90292 USA
If to the Sponsoring
Organization, addressed to:
.au Domain Administration
GPO Box 1545P
Melbourne VIC 3001
If to the Governmental
National Office for the
Information Economy (NOIE)
GPO Box 390
Canberra ACT 2601
Dates and Times. All dates and times relevant to this Agreement
or its performance shall be computed based on the date and time observed
in Los Angeles, California, USA.
Language. All notices, designations, determinations, and specifications
made under this Agreement shall be in the English language.
The Sponsoring Organization may subcontract part or all of the technical
operations of the registry for the Delegated ccTLD only under terms
that ensure that the subcontractor has the technical qualifications
required by ICANN. Prior to entering into the subcontracting relationship,
the Sponsoring Organization shall provide ICANN written notice of
the proposed subcontractor, a written description of the subcontractor's
qualifications and proposed role, and a written acknowledgement
signed by the subcontractor that its rights under the subcontract
are subject to termination upon termination of this Agreement.
In any subcontracting of the technical operations of the registry
or administrative and management functions of the Delegated ccTLD,
the subcontract must state that the delegation itself is an exercise
of a public right, not an item of property, and cannot be reassigned
to a new manager except by ICANN. The Sponsoring Organization's
obligations to ICANN under this Agreement shall not be diminished
or affected by the fact it has subcontracted some operations or
functions with respect to the Delegated ccTLD.
Assignment. Any assignment of this Agreement shall be effective
only upon the assignee's written agreement, enforceable by the other
party, to assume the assigning party's obligations under this Agreement.
Moreover, neither party may assign this Agreement without the prior
written approval of the other party. Notwithstanding the foregoing,
ICANN may assign this Agreement by giving written notice to the Sponsoring
Organization (a) in conjunction with a reorganization or re-incorporation
of ICANN, to another non-profit corporation organized for the same
or substantially the same purposes as ICANN or (b) as required by
Section 5 of Amendment 1 (dated 10 November 1999)
to the 25 November 1998 Memorandum of Understanding between ICANN
and the United States Department of Commerce.
Entire Agreement. This Agreement (including its Attachments, which
form a part of it, but not its Annexes, which are not part of the
Agreement) constitutes the entire agreement of the parties hereto
pertaining to the matters covered in this Agreement and supersedes
all prior agreements, understandings, negotiations and discussions,
whether oral or written, between the parties on those matters. In
the event of a conflict between the provisions in the body of this
Agreement (Sections 1 to 6) and
any provision in its Attachments, the provisions in the body of the
Agreement shall control.
Review of Agreement. At the request of either party, the parties
will in good faith review the appropriateness of the provisions of
this Agreement in view of any materially changed circumstances. Any
modifications agreed as a result of such a review will become effective
only in accordance with Section 6.15.
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.
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, the parties
hereto have caused this Agreement to be executed in duplicate by their
duly authorized representatives.
INTERNET CORPORATION FOR
ASSIGNED NAMES AND NUMBERS
M. Stuart Lynn
President and CEO
Date: 25 October 2001
.au DOMAIN ADMINISTRATION LIMITED
Date: 25 October 2001
concerning the layout, construction and functionality of this site
should be sent to firstname.lastname@example.org.
The Internet Corporation for Assigned Names and Numbers.