This ccTLD Sponsorship Agreement ("Agreement") is by and between
the Internet Corporation for Assigned Names and Numbers, a not-for-profit
corporation, and the Sudan Internet Society (SIS), a not-for-profit created
under the laws of Sudan.
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 The SIS is a not-for-profit created under
the laws of Sudan on 20 January 2002 with the intention of managing
the .sd top-level domain in the public interest.
1.3 On 20 December 2002, the Internet Assigned
Numbers Authority (the IANA), a function performed by ICANN, recognized
SIS as the Sponsoring Organization, Yassir Hassan Elamin as the administrative
contact, and Mohamed Elfatih Eltigani as the technical contact for the
.sd top-level domain. The report prepared by the IANA appears as Annex 1
to this Agreement.
1.4 On 23 March 2002, the Government of the
Republic of the Sudan, represented by the Ministry of Science &
Technology wrote to Mr. Yassir Elamin, President of SIS, by which the
Ministry of Science & Technology designated SIS as the appropriate
body to manage, operate, and control the .sd domain space. The 23 March
2002 communication appears as Annex 2
to this Agreement.
1.5 In a 15 October 2002 letter signed by
Abdeldafi Mohammed Elhassan EIKhateeb, Secretary General, Ministry of
Information and Communication formally designated SIS as its designee
to be the .sd delegee. The 15 October 2002 government to ICANN communication
appears as Annex 3
to this Agreement.
1.6 On 2 May 2002, Yassir Hassan Elmin, President
of SIS, sent an e-mail to the the IANA stating that SIS was seeking
a redelegation of the .sd ccTLD, and provided the relevant documentation
to proceed with the redelegation and the legally binding agreement with
ICANN committing SIS to perform various obligations with respect to
operation of the .sd top-level domain in the public interest. The 2
May 2002 letter appears as Annex 4
to this Agreement.
1.7 SIS and ICANN desire for the Government
of the Republic of Sudan to assume responsibility for overseeing the
interest of Sudan and its Internet community in management and administration
of the .sd 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 the Republic
of Sudan and ICANN with respect to the .sd top-level domain on that
basis, and in view of the communications described in Sections 1.4
and 1.5 above, SIS and ICANN now enter into this
Agreement to formally reflect their commitments to one another.
2.1 The "Authoritative-Root Database" refers
to the database described in Section 3.2.
2.2 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>.
2.3 Unless otherwise specified, "days"
refers to calendar (rather than business) days.
2.4 The "Delegated ccTLD" means to the
.sd top-level domain of the Internet domain-name system.
2.5 "DNS" refers to the Internet domain-name
2.6 "Governmental Authority" means the
Government of the Republic of Sudan as represented by its Ministry of
Science and Technology.
2.7 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 Section 1.4.
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
2.9 The "Sponsoring Organization" and "SIS”
refer to the Sudan Internet Society, a not-for-profit created under
the laws of Sudan a party to this Agreement, or its assignee.
2.10 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.
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 3.3.
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
on Attachment 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 Section 4.4.
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 5.
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 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
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 and to the Governmental Authority.
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 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.
6.2.5 The Sponsoring Organization becomes bankrupt
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
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. (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.
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 in 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
and the Sponsoring Organization shall be judged according to the laws
of Sudan and the validity, interpretation, and effect of acts of ICANN
shall be judged according to the laws of the State of California, USA.
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
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 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:
Sudan Internet Society (SIS)
P.O. Box 13713
Zip Code 11111
If to the Governmental Authority:
AbdelDafi Mohammed Elhassan ElKhateeb
Ministry of Information and Communication
P.O. Box: 291, Khartoum Sudan
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 of Commerce.
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.
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: 20 December 2002
Sudan Internet Society (SIS)
Yassir Hassan El Amin
President, Sudan Internet Society
Date: 14 December 2002
the layout, construction and functionality of this site
should be sent to email@example.com.
©2002 The Internet Corporation for Assigned
Names and Numbers. All rights reserved.