Common use of Process for Changes Clause in Contracts

Process for Changes. The process for any amendment to this Agreement pursuant to Section 7.1 shall be as follows: (a) Prior to formally proposing any amendment, ICANN will provide an opportunity of no less than thirty (30) calendar days for consultation with and consideration of input from all registry operators that would be subject to such amendment; (b) Following such consultation and consideration, ICANN will publicly post on its website for no less than thirty (30) calendar days formal notice of any proposed amendment to this Agreement, including the text of the amendment (including any amendment to the specifications incorporated into this Agreement), during which Registry Operator may submit comments to the amendment; (c) Following such public notice period and approval of the amendment by the ICANN Board of Directors, ICANN shall provide Registry Operator notice of the final terms of the amendment (including any amendment to the specifications incorporated into this Agreement) at least ninety (90) calendar days prior to the effectiveness thereof by the posting of a notice of effectiveness on ICANN’s web site; (d) From the date of such public notice of the approved amendment, Registry Operator shall have sixty (60) calendar days to provide notice to ICANN of its disapproval of such amendment; (e) If, within such sixty (60) calendar day period, the registry operators of a majority of the top-level domains subject to the amendment (i.e. Registry Operator and any other registry operator party to a registry agreement with ICANN containing a provision similar to this Article 7) provide notice to ICANN of their disapproval of the amendment, it shall be deemed disapproved by the affected registry operators; and (f) In the event that the amendment is disapproved by the affected registry operators pursuant to the process set forth in clause (e) above, the ICANN Board of Directors by a two-thirds vote shall have thirty (30) calendar days to override such disapproval if: (i) in the case of any amendment relating to the fees payable to ICANN hereunder, the amendment is justified by a financial need of ICANN and (ii) in the case of any other amendment, the amendment is justified by a substantial and compelling need related to the Security or Stability (as such terms are defined in Section 8.3) of the Internet or the Domain Name System, in which case, the proposed amendment shall be effective immediately upon expiration of such thirty (30) calendar day period. If the ICANN Board of Directors does not override such disapproval, the proposed amendment shall have no force or effect.