Common use of Xxxxx Xxxxxxxx Clause in Contracts

Xxxxx Xxxxxxxx. Okay. All right but getting back to Task 3 does anybody have other ideas at this point about options for next steps or would it be more, excuse me, would people be more comfortable reacting to a written, you know, written document? Xxxxx? Xxxxx Xxxx: Yes Xxxxx, I would definitely favor, you know, reacting to a written document at this point. I think if we could - if the group can complete the consolidation work ahead that should begin to short cycle the drafting work that Staff’s going to be asked to conduct, particularly since that drafting work is not something that can be unilaterally handled by contractual compliance. And so we’ll need to work with legal as well as with the Registrar liaison team and perhaps others when we finally reach the point where we’re putting some straw man provisions together, you know, for purposes of submitting those to a negotiating team. So I like the ideas put forth and, you know, and support the, you know, the path forward as it’s been described. Xxxxx Xxxxxxxx: Okay, any other comments on Task 3? Xxxxxxxx has stated that she agrees with Xxxxx. Okay well I will try my hand at that and then Xxxxx will take the first cut at reclustering and we will make sure that something is circulated on that, not within the next few days but hopefully perhaps some time next week. Now this brings us really to the scheduling of our next call. I think if you look back at the timetable we said, you know, this meeting is taking place a week early from our bi-weekly schedule because of Nairobi. So we could try to again come together in two weeks but I don’t know whether people who are traveling to Nairobi, some of them might actually be spending a little more time in Kenya and therefore may not be back so soon. So I wonder if it makes sense to try to in our next Doodle poll try to look at some dates late in the week of the 15th, perhaps on the 18th or 19th and we’re spilling over into early the following week. Do people know, you know, and particularly those who are traveling to Nairobi do you know if - it’s the week of the 15th going to be totally out for you or is it at least possible that we could find some dates and times that will work? Any reactions to that? Xxxxxxx.

Xxxxx Xxxxxxxx. Okay. All Well I think that that suggests that there still may be room for some greater specificity or perhaps urgency on some of these. So I guess I would suggest that we keep this on the table but perhaps as a lower priority item because there already is some ability to do this. But I want to move on because I don’t want to spend the whole call on Section 5. And I should say now which I didn’t say at the beginning, I really appreciate Xxxx’s stepping up to this because it was on a quite short notice that after he came back from the holiday he pulled together a review of these items. So we do appreciate that. Can we move onto Item 5.3 which is a specific right but getting back to Task 3 does anybody audit after a change of control to determine if the new registrar is compliant? So Xxxxx what’s your reaction to that? Xxxxx Xxxx: Well Xxxxx I think that’s an item that we quite frankly ought to be auditing. I can tell you we haven’t audited that item in the past. But again I do think under Section 3.14 we have other ideas at this point about options for next steps or the authority to do essentially what the IPC is suggesting ought to be done here. And so if that is the case then I would it be more, excuse me, would people be more comfortable reacting suggest to a writtenthe group that an amendment, you know, written document? Xxxxxwouldn’t be required to specifically call this out as a certain type of audit. Because then quite frankly we’d almost have to create a laundry list of the various audits and incorporate that laundry list into an RAA if we begin to, you know, start identifying audits by item, you know, in the RAA, you know, going forward. So again I believe we’ve got the authority we need under 3.14, and the way to test that is to work with Section 3.14 this coming fiscal year and give us a chance to use that new tool that we have to, you know, to do these types of audits and other types of audits that, you know, that we’re planning to undertake. Xxxxx Xxxxxxxx: Now I know there’s a provision in the draft new registry agreement for the new TLDs that would require the new owner if you will to certify their compliance and then you can follow-up on that. Is there any provision like that in the RAA now? Xxxxx Xxxx: Yes XxxxxNot with that specificity, I would definitely favorno. Xxxxx Xxxxxxxx: So the concern here of course is that, you know, reacting to a written document at is this point. I think if we could - if the group can complete the consolidation work ahead that should begin to short cycle the drafting work that Staff’s going to be asked to conduct, particularly since that drafting work is not something that can be unilaterally handled whole accreditation by contractual compliance. And so we’ll need to work with legal as well as with the Registrar liaison team and perhaps others when we finally reach the point where we’re putting some straw man provisions togetheracquisition problem which is, you know, for purposes of submitting those to the whole register fly issue. And you’re saying there’s nothing specific about it in the agreement and no - not even a negotiating teamrequirement that the new owner certify their compliance which can, you know, can then be audited. So I like agree with you that 3.14, you know, might cover this but I guess the ideas question is there value to having - and this is not an issue randomly chosen from a universe of potential auditable events. This change of control means you’re moving from someone who ICANN has done due diligence on to someone that ICANN hasn’t done due diligence on. Xxxxx Xxxx: Correct. Xxxxx Xxxxxxxx: So if due diligence is worth anything then maybe this ought to be singled out as a time when there’s a specific ability to audit and perhaps, you know, that’s really what gave rise to that proposal. Xxxxx Xxxx: That’s a fair point Xxxxx. And that’s why I put forth andthis sort of, you know, in the middle of our spectrum. But I do think there’s an opportunity to work with the Registrar Liaison Team proactively so that as part of the registrar accreditation process when a change of control occurs, perhaps the Registrar Liaison Team would take the initiative to refresh the registrar accreditation application information as part of a sort of a fast track due diligence. And then if there was a - if there were any suspect items or information in that fast track due diligence process, then I think the Registrar Liaison Team could turn it over to contractual compliance and we could further audit that information, you know, and support the, you know, the path forward as it’s been describedprovide more clarity. Xxxxx Xxxxxxxx: Okay, any other comments on Task 3? Xxxxxxxx has stated (There’s probably) a question of where the responsibility for that she agrees with Xxxxx. Okay well I will try my hand at that and then Xxxxx will take the first cut at reclustering and we will make sure that something is circulated on that, not within the next few days but hopefully perhaps some time next week. Now this brings us really to the scheduling of our next callwould fall. I think if that’s a good point. Xxxxx Xxxx: Yeah. Xxxxx Xxxxxxxx: Xxxxxxx you look back at the timetable we said, you know, this meeting is taking place a week early from our bi-weekly schedule because of Nairobi. So we could try to again come together in two weeks but I don’t know whether people who are traveling to Nairobi, some of them might actually be spending a little more time in Kenya and therefore may not be back so soon. So I wonder if it makes sense to try to in our next Doodle poll try to look at some dates late in the week of the 15th, perhaps on the 18th or 19th and we’re spilling over into early the following week. Do people know, you know, and particularly those who are traveling to Nairobi do you know if - it’s the week of the 15th going to be totally out for you had your hand up still or is it at least possible that we could find some dates and times that will work? Any reactions to that? Xxxxxxx.from an older... Xxxxxxx Xxxxxx: New one. ((Crosstalk)) Xxxxx Xxxxxxxx: Okay... ((Crosstalk))

Xxxxx Xxxxxxxx. Go ahead Xxxxxx . Xxxxxx Xxxxxxx: Sorry. Just at the moment, for those having issues, another thing you might try is just using a different browser; that sometimes works as well. Xxxxx Xxxxxxxx: All right. Thank you. Okay, well good luck folks on that. All right but getting back I'll try to point to you if there’s any other way to look at these. Actually, the next documents, I'm not sure if they’re up on the Adobe anyway. But they’re basically are from the - our email archive, and so if there’s questions, you can look at those. I thought there was a - did - we did have some discussion over the last couple of days about Task 2 and Task 3. Recognizing that we haven't completed Task 1, because we have a document with something like 40-odd top priorities and that still needs to be done. We - I think we need to resolve how we’re dealing with Task 2 and 3 does anybody if we can today, or at least make some progress on that. I sent around -- again, just to remind everybody -- what Task 2 and 3 are. Task 2 is from the list of topics. Flag any topics that may require further analysis as to impact on consensus policy. That’s the task we were given by the Council. And now I - we seem to have other ideas at two or three different views on how we should proceed on that. Up till now, we've been trying to do Task 2 in tandem with Task 1. And you'll see on the matrix there are a few items where we've noted -- this point about options for next steps or would seems to be handled by consensus policy; this seems to be something that’s being actively discussed by another working group, and it be more, excuse me, would people be more comfortable reacting to was the PEDNR working group. So I think we flagged a writtenfew issues. But now I see that Xxx and Xxxxxxx have suggested that in one approach. And I think the staff in the memo that they sent around may have suggested another approach. And then I put in a couple of comments on a third approach. So let - why don't we just ask, you know, written documentlet’s just review these and see what the different options are? So Xxxxxxx are you - can you tell us how you think we ought to handle Task 2? Xxxxxxx Xxxxxxx: Well I've assist to supporting (Xxx)’s proposal a couple days ago - a day or so ago; that we let ICANN legal staff take a crack at this. Just because I - it could take things off us having to go through it. Give it to them. Give them a chance to do it. Apparently, they had done it in the past as well and their input would be helpful. Xxxxx Xxxxxxxx: Okay. So your idea is that we wait until they do that before we complete Task - in other words, we kind of subcontract Task 2 to the staff? Xxxxxxx Xxxxxxx: I'm not saying we would have to stop work on what we’re doing. But we would seek their input at this point in the process. Xxxxx Xxxxxxxx: Okay. Xxxxxx, or someone else from the staff, would you like to kind of walk us through this aspect of the memo that you circulated yesterday? I mean, looking, really, at Point 3 of your memo, which I guess is on the Agenda Page. Maybe you could let us know. Tell us what the staff view is on who should be deciding whether an issue is more appropriately addressed through policy development process than in RAA. Xxxxxx Xxxxx? Xxxxx Xxxx: Yes Xxxxx, Sure. I would definitely favorcan address that. The memo basically walks through the requirements under the RAA. And we were just clarifying that, you know, reacting to a written document at this point. couple aspects that I think if there’s been maybe some misunderstanding on, on some of the participants. And what we could - if were pointing out was that although the group amendments can complete touch upon consensus policy issues, the consolidation work ahead that should begin to short cycle question really is, is it appropriate, given the drafting amount of work that Staff’s going to be asked to conduct, particularly since that drafting work is not something that can be unilaterally handled by contractual compliance. And so we’ll need to work with legal as well as with the Registrar liaison team and perhaps others when we finally reach the point where we’re putting some straw man provisions together, you know, for purposes of submitting those to a negotiating team. So I like the ideas put forth have and, you know, and support the length of the topics? And so that the approach we took in the memo was to suggest that we look at the amendment and, you know, and where it’s clarification of language versus, you know, a new policy -- this is just a - purely a recommendation -- that that would be the - where you draw the line. You know? And understanding that the, you know, there is work already underway in some PDP groups and some, you know, something. Like, for example, you know, domain warehousing or something. You know? There’s no work absolutely, you know, being done right now on that, and that could be a subject of, you know, consensus policy development. And so we were just clarifying that; that the path forward as way we view the contract, you know, you can address consensus policy issues. But we think it’s been describedmore appropriate where you’re talking about developing new policy to go down the PDP path. Xxxxx Xxxxxxxx: Okay, any other comments on Task 3? Xxxxxxxx has stated And what I took away from your memo was also that she agrees with Xxxxx. Okay well I will you thought this is something the drafting team should try my hand at that and then Xxxxx will take the first cut at reclustering and we will make sure that something is circulated on that, not within the next few days but hopefully perhaps some time next week. Now this brings us really to the scheduling of our next call. I think if you look back at the timetable we said, you know, this meeting is taking place a week early from our bi-weekly schedule because of Nairobi. So we could try to again come together in two weeks but I don’t know whether people who are traveling to Nairobi, some of them might actually be spending a little more time in Kenya and therefore may not be back so soon. So I wonder if it makes sense to try to in our next Doodle poll try to look at some dates late in the week of the 15th, perhaps on the 18th or 19th and we’re spilling over into early the following week. Do people know, you know, and particularly those who are traveling to Nairobi do you know if - it’s the week of the 15th going to be totally out for you or is it at least possible that we could find some dates and times that will work? Any reactions to that? Xxxxxxx.to...

Xxxxx Xxxxxxxx. And yeah, I don't think there’s any disagreement with that. Let’s see. I have Xxxxxxx and Xxxxx. Xxxxxxx did you want to be recognized? Xxxxxxx Xxxxxx: Yeah, just very briefly. From what I recollect, staff should be able to confirm. Working groups have to provide some kind of basic status update to the Council every couple of months anyway, so it’s kind of moot in some respects unless I'm missing something. Xxxxx Xxxxxxxx: I've been providing a very brief status report to the Council for every meeting. Xxxx sends me an email and I send her you know a two-sentence report back, but we certainly can and probably should plan to have something more detailed for the Nairobi meeting. Xxxxxxx Xxxxxx: Okay. Xxxxx Xxxxxxxx: Xxxxx I think you were next. Xxxxx Xxxxxx: This is to support what Xxxxxxxx said. And I think it would be nice if we could just have a little look at a more detailed report based on where we've got to before the next Nairobi. And it can be just a status report, but that would be very helpful. Xxxxx Xxxxxxxx: Okay. All right but getting back right, then we will plan to Task 3 does anybody prepare a detailed status report before the Nairobi meeting, and then the suggestion about setting a target date for trying to complete our work and have other ideas at this point about options for next steps or would it be more, excuse me, would people be more comfortable reacting something submitted to a written, you know, written document? Xxxxx? Xxxxx Xxxx: Yes Xxxxx, I would definitely favor, you know, reacting to a written document at this pointthe Council. I think there are two - I mean two options. One would be - don't hold me to the exact date, but one would be about March 15, which would enable us to have something before the Council to start its process at the April 1 meeting. And the second choice would be April 8, which would allow the Council - have something before the Council so it could start its work at the April 22 meeting. Do people have thoughts between those options or other suggestions? Xxxxx X'm not sure if we could you have your hand up or if I just failed to put it - I'm not managing the screen very well. I didn't know if the group can complete the consolidation work ahead that should begin to short cycle the drafting work that Staff’s going you wanted to be asked to conduct, particularly since that drafting work is not something that can be unilaterally handled by contractual compliancerecognized. And so we’ll need to work with legal as well as with the Registrar liaison team and perhaps others when we finally reach the point where we’re putting some straw man provisions together, you know, for purposes of submitting those to a negotiating team. So Xxxxx Xxxxxx: I like the ideas put forth and, you know, and support the, you know, the path forward as it’s been describedit down actually. Xxxxx Xxxxxxxx: Okay, any other comments on Task 3? Xxxxxxxx has stated sorry about that. All right. Okay, well what I would suggest that she agrees with Xxxxxwe do is that we see if we can aim at getting our work done by March 15. Okay I can - well I will try my hand at that and then Xxxxx will take the first cut at reclustering and we will make sure that something is circulated guess depending on that, not within the next few days but hopefully perhaps some time next week. Now this brings us really to the scheduling of our next call. I think if you look back at the timetable we said, you know, this meeting is taking place a week early from our bi-weekly schedule because of Nairobi. So we could try to again come together in two weeks but I don’t know whether how many people who are traveling to Nairobi, some that may slow things up a bit. If we aim at April 8, I could certainly send out a proposed timetable with you know what we would have to do at each of them might actually the meetings between now and then. And maybe that’s the best way to proceed with the goal of having the report submitted by April 8 so that the Council could have it for its April 22 meeting. And of course as we said, there would be spending - would prepare a little more time detailed status report for the Nairobi meeting. Are people comfortable with that approach? Okay in Kenya and therefore may not be back so soonthat case with hearing no objections, I will proceed on that basis. So Okay, is there anything else on our timetable that people want to bring up? If not, let’s turn to the next agenda item, which is sub task or Task Number 3 of our Sub Team, which is recommending the next steps. And I wonder if it makes sense a couple of people would be interested in preparing something that we could look at either our next meeting or the following meeting as a starting point to give our recommendations of how - assuming we've got our list and we've got our - you know all of the items have been identified at high or low priority, what should happen next. Do people have thoughts on that that they'd like to share at this point? Or are there people who would be willing to volunteer to try to in our next Doodle poll try come up with a proposal on that? Xxxxxx Xxxxx: Xxxxx, this is Xxxxxx. I just wanted to look at some dates late in go back to the week of schedule. I just realized that the 15th, perhaps GNSO on the 18th or 19th and we’re spilling over into early the following week. Do people know, you know, and particularly those who are traveling to Nairobi do you know if - it’s the week 22nd of the 15th April is going to be totally out changed because there was a conflict. And so we may have to revise your schedule when we know exactly what the date is going to be for you that GNSO meeting. Xxxxx Xxxxxxxx: Okay, do we know if it will be moved up or is it at least possible that we could find some dates and times that will workpresumably moved back? Any reactions to that? XxxxxxxWe don't know.

Xxxxx Xxxxxxxx. OkayYeah okay. All right but getting back right, well we can also make a decision if we want our group to Task 3 does anybody have other ideas meet in Nairobi. You know at this point about options for next steps or would point, it doesn't look like a lot of us will be morethere, excuse mebut a few will. And maybe as we get a little bit closer, would people be more comfortable reacting we can try to a writtendecide whether we want this group to meet in Nairobi. But unless there’s objection, you know, written document? Xxxxx? Xxxxx Xxxx: Yes Xxxxxwe will proceed. I think we should proceed on our regular schedule. And again, I would definitely favor, you know, reacting encourage people if we can to get as much of this done on the list as possible because we do have a written document at this pointlot of ground to cover. And I'm also going to suggest on the next agenda item that we do a little bit of parallel processing by having some people get started on a proposal for what we think the next steps ought to be procedurally without regard to the particular topics. I see Xxxxx has her hand up and also Xxxxxxxx. I think Xxxxxxxx was first actually and then Xxxxx. Xxxxxxxx Xxxxxxx: Oh, Xxxxx go ahead. Xxxxx Xxxxxx: I just want to say as a way forward, first I'd note the comment on Xxxxxx supported by Xxxxxxxx that comments about the discussion would be worthwhile in Nairobi surely. I'm not sure that not having something to put forward doesn't actually start the discussion, but I was just going to suggest as a way forward having a revised agenda so that in fact we do target exactly what meeting we’re aiming for and where we have to go so that we actually - the time doesn't keep slipping away. Xxxxx Xxxxxxxx: I think that’s a good point. Xxxxxxxx. Xxxxxxxx Xxxxxxx: I think that’s an excellent suggestion. The other thing I was going to suggest if it’s possible - and I've been trying to come up in my head with ways to do it and I'm not sure I have. But if there’s even a chunk of this that we could - if at least be able to report back to the group can complete the consolidation work ahead that should begin to short cycle the drafting work that Staff’s going to be asked to conduct, particularly since that drafting work Council in terms of this is not something that can be unilaterally handled by contractual compliance. And what we've done so we’ll need to work with legal as well as with the Registrar liaison team far and perhaps others when we finally reach the point this is where we’re putting at - this is where we’re going. Even if it - you know for example, I don't know whether it would be possible to say, "Here are the topics that at least initially we have identified as first priority or the highest priority." Just so that there’s A, some straw man provisions togetherinformation for Council because they will need some kind of update; and second, you know, for purposes to really keep the process moving along at the Council level so that it doesn't really drop off of submitting those everybody’s radar screen until right after the report is presented to a negotiating team. So I like the ideas put forth and, you know, and support the, you know, the path forward as it’s been describedthem. Xxxxx Xxxxxxxx: Okay, any other comments on Task 3? Xxxxxxxx has stated so you’re suggesting that she agrees with Xxxxx. Okay well I will try my hand at that and then Xxxxx will take the first cut at reclustering and of course even though we will make sure that something is circulated on that, not within the next few days but hopefully perhaps some time next week. Now this brings us really to the scheduling of our next call. I think if you look back at the timetable we said, you know, this meeting is taking place a week early from our bi-weekly schedule because of Nairobi. So we could try to again come together in two weeks but I don’t know whether people who are traveling to Nairobi, some of them might actually be spending a little more time in Kenya and therefore may not be back so soonin a position to submit a final report, we certainly should be submitting a status report. So I wonder if it makes sense to try to in our next Doodle poll try to look at some dates late in the week of the 15th, perhaps on the 18th or 19th and we’re spilling over into early the following week. Do people know, you know, and particularly those who are traveling to Nairobi do you know if - it’s the week of the 15th going to be totally out for you or is it at least possible that we could find some dates and times that will work? Any reactions to that? Xxxxxxxx Xxxxxxx: Yes.

Xxxxx Xxxxxxxx. Okaywe - we have lost our echo, thanks to Xxxx’s self sacrifice. All right but getting So why don't we get started. I think, our job here is to plunge back in to Task 3 does the - to our document starting at Item 11. I noticed that Xxxxxx has circulated a new - an updated version that reflects what we discussed last time. I've not even had a chance to look at that yet. And I guess what I would suggest is that people take a look at that and if you see any discrepancies or problems, please note those on the list and we'll get those squared away. But I - I - I think that’s probably the best way to proceed on that. On Number 11, I think the first one up here, 11.1 is simply to - for the RAA to reflect that the way that the GNSO council recommends consensus policy has changed with the GNSO restructuring. And I think it’s pretty much of a technical change. Unless anybody has any other comments on that, why don't we move ahead to 11.2. Xxxxx has identified for us a number of reports or papers from the security and stability advisory committee that might be relevant here. And I think it boiled down to just a couple of them -- 28 and 40, if I'm not mistaken -- that would be primed for discussion now. And I know we have other ideas at this point about options for next steps Xxxx Xxxxxxxxxx on the line as well. Let me just say before we start the discussion on our topic 11.2, just to recall that all we’re doing here is trying to set priorities and see if there’s anything that we need to flag as far as impact on consensus policy. Not necessarily whether we'd agree with putting all of these topics into the - or would it be more, excuse me, would people be more comfortable reacting to a written, you know, written documentall these provisions into the RAA, that’s a later stage in the process. So let me open the floor for discussion on 11.2. In particular on those two - what is in those two SSAC Advisories, 28 and 40. So please just let me know if you want to be recognized on this. I know some of you are on Adobe Connect, but not everybody. So the floor’s open on 11.2. Xxxx, Xxxxx wants to be heard. Anybody else? Let’s start with Xxxxx. Go ahead. Xxxxx, go ahead. I wonder if you’re muted? Xxxxx Xxxxare you with us? Coordinator: Yes Xxxxx, I would definitely favor, you know, reacting to a written document at this pointHer line is now open Xxx. Xxxxx Xxxxxxxx: Thank you. Xxxxx Xxxxxx: I've been muted. I think if we could was - if I must be the group can complete source of echo. Okay... Man: Not... ((Crosstalk)) Xxxxx Xxxxxx: ...the consolidation work ahead reason I put these up was - and all of them really, was because SAC, they - a lot of the advisories make sense. I was looking at the conversation between Xxxxxxx and Xxxx online and I do take Xxxx’s point that should begin to short cycle these advisories are not only for about registrants, they’re also about the drafting work that Staff’s going to be asked to conduct, particularly since that drafting work is not something that can be unilaterally handled by contractual compliancesafety and security of the registrar and the registrant as well. And so we’ll need to work with legal that taking on board some of these recommendations will in fact increase the safety and security of rent as well as with well. And we should be thinking about the Registrar liaison team and perhaps others when we finally reach interests of all the point where we’re putting parties. (Unintelligible) just the registrars here. These are some straw man provisions together, you know, for purposes of submitting those to a negotiating teamthe things that will actually help. So I like the ideas put forth and, you know, I'd be interested to hear both Xxxx and support the, you know, the path forward as it’s been describedXxxxxxx on these. Xxxxx Xxxxxxxx: Okay, any other comments on Task 3? Xxxxxxxx has stated that she agrees with . Thank you very much Xxxxx. Okay well I will try my hand Xxxx or Xxxxxxx, did either of you want to contribute anything at that and then Xxxxx will take the first cut at reclustering and we will make sure that something is circulated on thatthis point. Xxxx Xxxxxxxxxx: You know, not within the next few days but hopefully perhaps some time next week. Now this brings us really to the scheduling of our next call. I think if you look back at the timetable we saidI've made most of my comments online... Xxxxx Xxxxxxxx: This is Xxxx speaking, you know, this meeting is taking place a week early from our bi-weekly schedule because of Nairobi. So we could try to again come together in two weeks but I don’t know whether people who are traveling to Nairobi, some of them might actually be spending a little more time in Kenya and therefore may not be back so soon. So I wonder if it makes sense to try to in our next Doodle poll try to look at some dates late in the week of the 15th, perhaps on the 18th or 19th and we’re spilling over into early the following week. Do people know, you know, and particularly those who are traveling to Nairobi do you know if - it’s the week of the 15th going to be totally out for you or is it at least possible that we could find some dates and times that will work? Any reactions to that? Xxxxxxx.right?