ccTLD Sponsorship Agreement (.jp)
This ccTLD Sponsorship Agreement ("Agreement") is by and between
the Internet Corporation for Assigned Names and Numbers, a not-for-profit
corporation, and Japan Registry Service Co., Ltd., a corporation created
under the laws of Japan.
1.1 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
1.2 Japan Registry Service Co., Ltd. (JPRS)
is a corporation created under the laws of Japan on 26 December 2000
with the intention of managing the .jp top-level domain in the public
1.3 On 5 August 1986, the .jp top-level domain
was delegated to Jun Murai by the Information Sciences Institute, University
of Southern California, which then performed the functions of the Internet
Assigned Numbers Authority (the IANA). After an initial period of more
informal management, in December 1991 the Japan Network Information
Center (JNIC) was founded to provide a framework for operation of the
.jp top-level domain. In April 1993, with Jun Murai's consent, JNIC
reorganized itself as JaPan Network Information Center (JPNIC), with
ISPs, research networks, and academic networks located in Japan as its
members. On 31 March 1997, JPNIC obtained approval from the Science
and Technology Agency (presently the Ministry of Education, Culture,
Sports, Science and Technology), the Ministry of Education, Science,
Sports and Culture (presently the Ministry of Education, Culture, Sports,
Science and Technology), the Ministry of International Trade and Industry
(presently the Ministry of Economy, Trade and Industry), and the Ministry
of Posts and Telecommunications (presently the Ministry of Public Management,
Home Affairs, Posts and Telecommunications) to operate as a corporate
body. JPNIC's "certified copy of approval" and an English-language
translation of it appears as Annex
1 to this Agreement.
1.4 At the 11th General Meeting held on 22
December 2000, JPNIC resolved that a new company should be established,
to which management and administration of the .jp top-level domain would
be transferred. Based on the resolution, JPRS was established on 26
December 2000. On 1 February 2001, Jun Murai, as the President of JPNIC,
notified ICANN's then-President and Chief Executive Officer, Michael
Roberts, that JPRS wished to execute a sponsorship agreement with ICANN
and complete the transfer process in fiscal 2001 (April 2001 - March
2002). The 1 February 2001 letter appears as Annex
2 to this Agreement.
1.5 After much study and discussion about
how to best effect the transfer, an outline of the transfer was agreed
upon by JPNIC and JPRS, and on 9 November 2001, the Memorandum for the
Transfer of Management and Administration of the .jp Top Level Domain
was executed as a communication between them. The 9 November memorandum
appears as Annex
3 to this Agreement.
1.6 On 12 November 2001, JPNIC and JPRS reported
to the Governmental Authority, in writing, of the execution of this
Memorandum as a communication to the Governmental Authority. The 12
November 2001 letter appears as Annex
4 to this Agreement.
1.7 Based upon the JPNIC-JPRS Memorandum,
on 3 December 2001, JPRS's President and Chief Executive Officer, Koki
Higashida, sent a letter to ICANN's President and Chief Executive Officer,
M. Stuart Lynn, formally requested redelegation of the .jp top-level
domain to JPRS and entry of a sponsorship agreement recognizing JPRS
as .jp's sponsoring organization. The 3 December 2001 letter appears
5 to this Agreement.
1.8 On 28 January 2002, Jun Murai, as the
existing delegee of the .jp top-level domain, wrote to the IANA to endorse
redelegation to JPRS. A copy of Jun Murai's letter of endorsement is
attached as Annex
6 to this agreement.
1.9 On 30 January 2002, the Governmental Authority
wrote to ICANN endorsing redelegation of the .jp top-level domain to
JPRS based upon the JPRS's suitability to operate the domain in the
interest of the Japanese Internet community and the communications among
JPRS, JPNIC, and the Governmental Authority described in the Memorandum
referred in Section 1.6 above. A copy of the Governmental
Authority 's letter of endorsement is attached as Annex
7 to this Agreement.
1.10 On 30 January 2002, the Governmental
Authority notified, in writing, JPNIC and JPRS that it had expressed
its endorsement of redelegation of the .jp top-level domain to JPRS,
on the terms stated in its letter of endorsement sent to ICANN described
in Section 1.9. A copy of this communication, addressed
to JPNIC and JPRS, is attached as Annex
8 to this agreement.
1.11 On 8 February 2002, the IANA issued
a report on JPRS's request for redelegation, concluding that the .jp
top-level domain should be redelegated to JPRS upon entry of a satisfactory
TLD Sponsorship Agreement between JPRS and ICANN. The report appears
9 to this Agreement.
1.12 JPRS and ICANN desire for the Governmental
Authority and JPNIC to assume responsibility for overseeing that the
interest of Japan and its Internet community are served by JPRS's management
and administration of the .jp 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
allocate the respective responsibilities of the Governmental Authority,
JPNIC, and ICANN with respect to the .jp top-level domain, and also
in light of the communications described above, JPRS and ICANN now enter
into this Agreement to formally reflect their commitments to one another.
2.1 The "Authoritative Communication"
means the laws, regulations, agreements, documents, contracts, memoranda
of understanding, and other written instruments, as appropriate, among
the Sponsoring Organization, the Governmental Authority, and JPNIC.
The Authoritative Communication at the commencement of this Agreement
is described in Sections 1.5, 1.6
2.2 The "Authoritative-Root Database"
refers to the database described in Section 3.2.
2.3 The "Authoritative Root-Server System"
means the constellation of DNS root nameservers specified, from time
to time, in the file ftp://ftp.internic.net/domain/named.root>.
2.4 Unless otherwise specified, "days"
refers to calendar (rather than business) days.
2.5 The "Delegated ccTLD" means
the .jp top-level domain of the Internet domain-name system.
2.6 "DNS" refers to the Internet
2.7 "Governmental Authority" means
the Government of Japan, as represented by its Ministry of Public Management,
Home Affairs, Posts and Telecommunications (MPHPT).
2.8 "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 its assignee.
2.9 "JPNIC" refers to the Japan
Network Information Center.
2.10 The "Sponsoring Organization"
and "JPRS" refer to Japan Registry Service Co., Ltd., a corporation
created under the laws of Japan, a party to this Agreement, or its assignee.
2.11 The "Term of this Agreement"
begins on the date when JPRS and JPNIC jointly notify ICANN, in the
manner required by Section 6.8, of completion of
transfer according to the "Memorandum for the Transfer of Management
and Administration of the .JP Top Level Domain", made between JPRS
and JPNIC on 9 November 2001 (provided that notification is given on
or before 31 December 2002), and extends until this Agreement is terminated.
3 ICANN Obligations
3.1 Recognition of the Sponsoring Organization.
ICANN hereby recognizes the Sponsoring Organization as the manager of
the Delegated ccTLD during the Term of this Agreement.
3.2 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.
3.3 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
3.4 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
A. From time to time 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.
3.5 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
3.6 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
3.7 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.
3.8 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 delegations.
3.9 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 effective.
3.10 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.
4. The Sponsoring Organization Obligations
4.1 Provision of Nameservice for the Delegated
ccTLD. The Sponsoring Organization shall use reasonable and best
commercial efforts to 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.
4.2 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
4.3 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 approved by JPNIC,
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, JPNIC, and the said
escrow agent or mirror-site operator, with written notice to the Governmental
Authority, 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.
4.4 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.
4.5 Conformity to ICANN Policies. The Sponsoring
Organization shall abide by ICANN policies developed in accordance to
Section 5, that concern:
4.5.1 the interoperability of the Delegated ccTLD
with other parts of the DNS and Internet; technical operational capabilities
and technical 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
4.5.2 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
4.6 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
F. At ICANN's request, the Sponsoring Organization shall provide
ICANN with the information reasonably necessary to calculate the amount
of the Sponsoring Organization's contribution (e.g., the number of Registered
Names in the ccTLD) in time for periodic calculation of that amount.
5 Establishment of Specifications and Policies
5.1 Procedure for Establishment. The specifications
and policies set forth in Attachment
G 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.
5.2 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.
6.1 Termination by the Sponsoring Organization.
This Agreement may be terminated by the Sponsoring Organization upon
six months written notice to ICANN, to the Governmental Authority, and
6.2 Termination by ICANN. This Agreement may
be terminated by ICANN in any of the following circumstances:
6.2.1 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 breach.
6.2.2 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.
6.2.3 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.
6.2.4 After the Governmental Authority,
based on mutual consultation with JPNIC, notifies ICANN that the Sponsoring
Organization has contravened the terms of the Authoritative Communication
in Sections 1.5, 1.6 and 1.10,
or the term of the status of the Sponsoring Organization as manager
of the Delegated ccTLD has expired, ICANN gives notice of its intent
to terminate to the Sponsoring Organization.
6.2.5 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, to the Governmental Authority
and to JPNIC (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.
6.3 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 and JPNIC.
(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 published 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.
6.4 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 this Agreement.
6.5 Resolution of Disputes. Disputes arising
under, in connection with, or related to this Agreement shall be finally
settled under the Rules of Arbitration of the International Chamber
of Commerce ("ICC"). The arbitration shall be conducted in
English and shall occur at a location agreed by the parties or, in the
absence of agreement, in New York, New York, USA. There shall be three
arbitrators: ICANN shall choose one arbitrator, the Sponsoring Organization
shall choose one arbitrator, and, if those two arbitrators do not agree
on a third arbitrator, the third shall be chosen according to the ICC
rules. 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
6.6 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,
JPNIC, and the Sponsoring Organization shall be judged according to
the laws of Japan and the validity, interpretation, and effect of acts
of ICANN shall be judged according to the laws of the State of California,
6.7 No Third-Party Beneficiaries. This Agreement
shall not be construed to create any obligation by any party to any
non-party to this Agreement.
6.8 Notices. Except as otherwise specifically
provided, all notices to be given under this Agreement to the parties,
the Governmental Authority, or JPNIC 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 service.
If to ICANN, addressed to:
Internet Corporation for Assigned Names and Numbers
4676 Admiralty Way, Suite 330
Marina del Rey, California 90292 USA
If to the Sponsoring Organization, addressed to:
Japan Registry Service Co., Ltd.
Fuundo Building 3F
1-2 Kanda-Ogawamachi Chiyoda-ku, Tokyo 101-0052, Japan
If to the Governmental Authority:
Computer Communications Division
Ministry of Public Management, Home Affairs, Posts and Telecommunications
2-1-2 Kasumigaseki Chiyoda-ku, Tokyo 100-8926, Japan
If to JPNIC:
Japan Network Information Center
6F Kokusai-Kougyou Kanda Bldg
Chiyoda-ku, Tokyo 101-0047, Japan
6.9 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.
6.10 Language. All notices, designations,
determinations, and specifications made under this Agreement shall be
in the English language.
6.11.1 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.
6.11.2 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.
6.12 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
6.13 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
6.14 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
6.16 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
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: February 27, 2002
JAPAN REGISTRY SERVICE CO., LTD.
President and CEO
Date: February 20, 2002
the layout, construction and functionality of this site
should be sent to firstname.lastname@example.org.
©2002 The Internet Corporation for Assigned
Names and Numbers. All rights reserved.