.org Registry Agreement: Appendix W

.org Registry Agreement: Appendix W

24 October 2002

Additional Covenants of Public Interest Registry

1. Purposes of the Registry Operator

Public Interest Registry ("PIR") is incorporated under the Pennsylvania Nonprofit Corporation Law. The purposes of PIR shall be and during the Term of the Agreement shall be, substantially as follows:

(a) To take part in the maintenance of a registry of Internet domain names and addresses for Internet users, including non-profit organizations;

(b) To facilitate and support the continuing evolution of the Internet as a research, education and communication infrastructure, and to stimulate the involvement of the non-profit community, and others, in the continuing growth and evolution of the Internet;

(c) To educate the non-profit community and the public at large about technology and the Internet, and to encourage others to do the same;

(d) To stimulate and facilitate effective use of the Internet by non-profit organizations and others; and

(e) To do all things which may be necessary, appropriate or convenient to the achievement of the foregoing purposes and which may lawfully be done by a nonprofit corporation under and pursuant to the laws of the Commonwealth of Pennsylvania and which are not otherwise prohibited by its Articles of Incorporation or Bylaws.

2. Ownership Structure

On October 7, 2002, Registry Operator was incorporated as a Nonprofit Corporation in the Commonwealth of Pennsylvania. The sole member of the PIR is and during the Term of this Agreement shall be the Internet Society, a District of Columbia nonprofit corporation. Any change of the ownership structure shall be in conformance with Section 4 below.

3. Insurance

Registry Operator, or parent of Registry Operator on behalf of Registry Operator, shall acquire, prior to the Effective Date, at least US $10,000,000 in comprehensive general liability insurance from a reputable insurance provider with an A.M. Best rating of "A" or better and shall maintain insurance meeting these requirements throughout the Term of this Agreement.

4. Limitation on Merger, Consolidation, or Reorganization

During the Term of this Agreement, Registry Operator shall not: (1) merge, consolidate or otherwise reorganize into or with a Registry Operator for a TLD which has more than 10,000,000 Registered Names under management, or any of its affiliates; or (2) sell or otherwise transfer all of its assets or stock to a Registry Operator for a TLD which has more than 10,000,000 Registered Names under management, or any of its affiliates. Registry Operator may merge, consolidate or otherwise reorganize into or with a (1) Registry Operator which has less than 10,000,000 Registered Names under management, or (2) a domain name registrar, only upon the express written consent of ICANN, which consent may not be unreasonably withheld or delayed.

5. Public Interest Registry Board of Directors

Throughout the Term of this Agreement, the Board of Directors of PIR shall be selected by ISOC.

6. Community Input Mechanisms

PIR intends to implement plans that provide the non-commercial community a voice in the operation of the domain. These plans may include but are not limited to:

• A .ORG Advisory Council, which will serve as a resource for management as it seeks to incorporate community input for important decisions. The Council will be made up of leadership from the broad spectrum of the non-commercial world. Advisory Council members will be selected by the PIR Board of Directors.
• Web-based input mechanisms within the PIR site, including polling, discussion forums, and more, which will both help keep the community informed and provide it a means of commenting on initiatives.
• Outreach programs to provide education and training for non-commercial entities on how to better leverage the Internet. This may involve, where appropriate, licensing and adapting ISOC programs.

These plans may also include other such plans as may be approved by the PIR Board of Directors.

7. Marketing the .ORG domain

PIR will conduct Public Relations and Marketing activities to both differentiate .ORG and minimize defensive and speculative registrations. Public relations activities will focus on educational programs that will help non-commercial organizations learn how to use the Internet. Marketing support will focus on the distribution channel, providing materials, information and other types of support to improve the effectiveness with which .org is presented to ultimate registrants. In addition, new services will be introduced to add value to the domain, especially for the non-commercial community.

8. VeriSign Endowment

PIR has reviewed the .org Registry Agreement signed by ICANN and VeriSign, Inc. on 25 May 2001. Subsection 5.1.4 of that agreement states:

5.1.4 No later than 90 days prior to the Expiration Date, Registry Operator [VeriSign, Inc.] will pay to ICANN or ICANN's designee the sum of US $5 million, to be used by ICANN in it sole discretion to establish an endowment to be used to fund future operating costs of the non-profit entity designated by ICANN as successor operator of the .org registry. Registry Operator [VeriSign, Inc.] agrees that such funds, once paid to ICANN, will become the property of ICANN and/or ICANN's designee, and that Registry Operator [VeriSign, Inc.] will have no ownership or other rights or interests in such funds or in the manner in which they are used or disbursed.

PIR shall not hold ICANN responsible or liable in any manner for any failure or delay in payment or use of funds under Subsection 5.1.4, quoted above.

Page Updated 24-Oct-2002

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