SPECIFICATION 13.BRAND TLD PROVISIONSThe Internet Corporation for Assigned Names and Numbers and [INSERT REGISTRYOPERATOR NAME] agree, effective as of _______________________________, that thisSpecification 13 shall be annexed to the parties’ [INSERT REGISTRY AGREEMENTEFFECTIVE DATE] Registry Agreement (“Agreement”) for the [.TLD] top-leveldomain (the “TLD”), and shall continue to apply for so long as the TLD meets therequirements of the definition of a .Brand TLD as set forth herein below.
1.

If at any time ICANN determines, in its reasonable discretion, that the TLD nolonger qualifies as a .Brand TLD, ICANN will provide Registry Operator withwritten notice of its determination. Registry Operator will have 30 calendar
days following the date of delivery of such notice to either (i) meet therequirements of the .Brand TLD definition to ICANN’s reasonable satisfaction, inwhich case the provisions of this Specification 13 shall continue to apply, or (ii)initiate the dispute resolution proceedings set forth in Article 5 of theAgreement during such 30 calendar day period disputing ICANN’s
determination (a “Dispute Proceeding”). If upon expiration of such 30 calendar
day period, Registry Operator fails to meet the requirements of the .Brand TLD
definition to ICANN’s reasonable satisfaction and has not initiated a Dispute
Proceeding pursuant to Article 5 of the Agreement, (i) the TLD shallimmediately cease to be a .Brand TLD, (ii) Registry Operator shall immediately
comply with the provisions of the Agreement as no longer modified by thisSpecification 13 (other than Section 2 hereof) and (iii) the provisions of thisSpecification 13 (other than Section 2 hereof) shall thereafter no longer haveany effect.

2.

If Registry Operator initiates a Dispute Proceeding, there will be no change inthe status of the TLD as a .Brand TLD in accordance with this Specification 13
during the pendency of such Dispute Proceeding, so long as Registry Operator
otherwise continues to operate the TLD in compliance with the requirements ofthe definition of a .Brand TLD and this Specification 13, other than with respect
to the disputed issue(s). If, following mediation pursuant to Section 5.1 of theAgreement, ICANN and Registry Operator reach agreement resolving theDispute Proceeding, the parties shall implement such agreement. If the disputeis not resolved through mediation, the Dispute Proceeding shall be resolved
through a binding arbitration proceeding pursuant to Section 5.2 of theAgreement. If upon conclusion of the arbitration proceeding (i) ICANN’s
determination is upheld in full by the arbitrator or (ii) ICANN’s determination isupheld in part and overturned in part by the arbitrator and Registry Operator
does not commit in writing to comply with the portion of ICANN’s
determination that was upheld within 5 days of the date the arbitrator released
his or her findings and actually comply with the portion of ICANN’s
determination that was upheld within 30 days of the date such findings werereleased, (a) the TLD shall immediately cease to be a .Brand TLD effective on
the date the arbitrator released his or her findings, (b) Registry Operator shallimmediately comply with the provisions of the Agreement as no longer
modified by this Specification 13 (other than Section 2 hereof), and (c) theprovisions of this Specification 13 (other than Section 2 hereof) shall no longerhave any effect as of the date the arbitrator released his or her findings. If, uponconclusion of the arbitration proceeding, ICANN’s determination is fully
overturned by the arbitrator, then ICANN’s determination shall have no effectand the TLD shall remain a .Brand TLD. However, any resolution of a Dispute
Proceeding shall not limit or otherwise restrict ICANN’s right to subsequently
determine, in its reasonable discretion, that the TLD no longer qualifies as a.Brand TLD. The date on which, if any, this Specification 13 (other than Section2 hereof) no longer has any effect is referred to as the “Disqualification Date.”
3.

Registry Operator is exempt from complying with the requirements of theRegistry Operator Code of Conduct (“Code of Conduct”) of Specification 9 to theAgreement, notwithstanding the provisions of Section 6 of Specification 9. Any
previously issued "Notice of Exemption" respecting the Code of Conduct shall be
automatically and immediately void upon the effective date of this Specification
13. Thereafter, the provisions this Specification 13 shall alone govern any
exemption to the Code of Conduct.

4.

Trademark Clearinghouse.
4.1 Notwithstanding the requirements of Section 2.8 of the Agreement, Section
1 of Specification 7 to the Agreement and Section 2 of the Trademark
Clearinghouse Rights Protection Mechanism Requirements (the “TMCHRequirements”), Registry Operator is not required to provide a Sunrise
Period (as defined in the TMCH Requirements) or, except as set forth
herein, otherwise comply with the obligations set forth in Section 2 of theTMCH Requirements (collectively, the “Sunrise Requirements”) so long as
the TLD continues to be qualified as a .Brand TLD by ICANN.
4.2 Registry Operator must comply with all other provisions of the TMCH
Requirements, including completing the Integration Testing required bySection 1 of the TMCH Requirements and providing the Claims Services
required by Section 3 of the TMCH Requirements. Registry Operator will
provide ICANN (i) confirmation of completion of Integration Testing and(ii) notice of the start date (the “Claims Commencement Date”) and end
date for the Claims Period (as defined in the TMCH Requirements) for theTLD, in each case via the customer services portal at
http://myicann.secure.force.com/. Registry Operator may not Allocate (asdefined in the TMCH Requirements) or register a domain name in the TLD(except for “NIC” and self-allocation or registration to itself of domainnames pursuant to Section 3.2 of Specification 5) prior to the ClaimsCommencement Date.

4.3 Registry Operator must comply with the Sunrise Requirements effective asof the Disqualification Date and commence a Sunrise Period within 60
calendar days of the Disqualification Date. If, at the Disqualification Date,the Trademark Clearinghouse or any successor or alternative trademark
validation authority appointed by ICANN is not in operation, RegistryOperator must implement the Sunrise Requirements through an alternative
mechanism developed by Registry Operator that is reasonably acceptable
to ICANN. As of the Disqualification Date, Registry Operator may not
Allocate or register any additional domain names to third parties prior to
the Allocation or registration of all Sunrise Period registrations except aspermitted by Section 2.2.4 of the TMCH Requirements. In the event ICANN
develops an alternative version of the TMCH Requirements specifically for.Brand TLDs or former .Brand TLDs, Registry Operator agrees to comply
with such alternative requirements if such requirements are similar to theTMCH Requirements in effect as of the date hereof as modified by thisSpecification 13.
5.

The second sentence of Section 2.9(a) of the Agreement is superseded by thefollowing:
Subject to the requirements of Specification 11, Registry Operator must
either (i) provide non-discriminatory access to Registry Services to all ICANN
accredited registrars that enter into and are in compliance with the registryregistrar agreement for the TLD; provided that Registry Operator may
establish non-discriminatory criteria for qualification to register names inthe TLD that are reasonably related to the proper functioning of the TLD, or(ii) designate no more than three ICANN accredited registrars at any point intime to serve as the exclusive registrar(s) for the TLD.

6.

Section 4.5 of the Agreement is superseded by the following:
4.5

Transition of Registry upon Termination of Agreement.

(a)Upon expiration of the Term pursuant to Section 4.1 or Section
4.2 or any termination of the Agreement pursuant to Section 4.3 or Section
4.4, Registry Operator will provide ICANN or any successor registry operator
that may be designated by ICANN for the TLD in accordance with this Section
4.5 with all data (including the data escrowed in accordance with Section 2.3)
regarding operations of the registry for the TLD necessary to maintain
operations and registry functions that may be reasonably requested by
ICANN or such successor registry operator. After consultation with Registry
Operator, ICANN shall determine whether or not to transition operation ofthe TLD to a successor registry operator in its sole discretion and inconformance with the Registry Transition Process; provided, however, that,
subject to the terms of this Section 4.5, if the TLD is qualified as a .Brand TLD
by ICANN in accordance with Specification 13 on the date that the Agreementexpires or terminates (the “Expiration Date”), ICANN may not delegate theTLD to a successor registry operator for a period of two years following theExpiration Date without Registry Operator’s consent (which shall not beunreasonably withheld, conditioned or delayed), unless ICANN reasonably
determines that transitioning operation of the TLD is necessary to protect
the public interest.
(b)
If ICANN determines, in its reasonable discretion, thattransitioning operation of the TLD is necessary to protect the public interest,
then ICANN will provide Registry Operator with written notice and areasonably detailed explanation for its public interest determination. If,
within 30 calendar days of receipt of such notice, Registry Operator initiates
the dispute resolution proceedings as set forth in Article 5 of the Agreement
disputing ICANN’s determination, ICANN will not transition operation of theTLD to a successor registry operator during the pendency of suchproceedings. If, following mediation pursuant to Section 5.1 of theAgreement, ICANN and Registry Operator reach agreement resolving thedispute, the parties shall implement such agreement. If the dispute is not
resolved through mediation, the dispute shall be resolved through a binding
arbitration proceeding pursuant to Section 5.2 of the Agreement. If, uponconclusion of the arbitration proceeding, ICANN’s determination is not fully
overturned by the arbitrator, ICANN may delegate and transition theoperation of the TLD to a successor registry operator on or following the date
the arbitrator released his or her findings. If, upon conclusion of thearbitration proceeding, ICANN’s determination is fully overturned by thearbitrator, then ICANN may not delegate or transition the operation of theTLD based on ICANN’s determination that the such delegation and transitionis necessary to protect the public interest.
(c)
For the avoidance of doubt, an Emergency Operator will not be
considered a successor registry operator for purposes of this Section 4.5. Inaddition, this Section 4.5 shall not prohibit ICANN from accepting
applications for or delegating the TLD pursuant to a future application
process for the delegation of top-level domains, subject to any processes andobjection procedures instituted by ICANN in connection with suchapplication process intended to protect the rights of third parties. Registry
Operator agrees that ICANN may make any changes it deems necessary to theIANA database for DNS and WHOIS records with respect to the TLD in theevent of a transition of the TLD pursuant to this Section 4.5. In addition,
ICANN or its designee shall retain and may enforce its rights under theContinued Operations Instrument for the maintenance and operation of theTLD, regardless of the reason for termination or expiration of the Agreement.
7.

Registry Operator agrees to conduct internal reviews at least once per calendar
year to ensure that the TLD meets the requirements of the definition of a .Brand
TLD. Within 20 calendar days following the end of each calendar year, Registry

Operator will provide ICANN with the results of its internal review(s), alongwith a certification executed by one of its executive officers certifying that theTLD meets the requirements of the definition of a .Brand TLD. These materials
will be submitted to ICANN by via email at registrylegalnotices@icann.org.
Registry Operator agrees that ICANN may publicly post the results of Registry
Operator’s review and certification, but ICANN will keep confidential and notpublish any information that is, and Registry Operator has marked as,Confidential Information, other than in compliance with Section 7.15 of theAgreement. ICANN may specify in the future the form and content of thesereports or inform Registry Operator that the reports be delivered by otherreasonable means.
8.

Registry Operator must promptly notify ICANN in writing of any change to theTLD that could cause the TLD to fail to meet the requirements of the definitionof a .Brand TLD. In addition, Registry Operator agrees to provide ICANN withany amendment or modification to the registration policies for the TLD that
could potentially disqualify the TLD as a .Brand TLD.

9.

Definitions.
9.1 “Applicable Brand Registry Agreements” means this Agreement and allother registry agreements that contain this Specification 13 between
ICANN and the Applicable Brand Registry Operators.
9.2 “Applicable Brand Registry Operators” means, collectively, the registry
operators of top-level domains party to a registry agreement that contains
this Specification 13, including Registry Operator.
9.3 “.Brand TLDs” are TLDs where:(i) the TLD string is identical to the textual elements protectable underapplicable law, of a registered trademark valid under applicable law,which registered trademark:a.

is recorded with, and issued a signed data mark file by, theTrademark Clearinghouse or any successor or alternativetrademark validation authority appointed by ICANN, if suchtrademark meets the eligibility requirements of such validation
authority (provided that Registry Operator is not required tomaintain such recordation for more than one year);b.

is owned and used by the Registry Operator or its Affiliate in theordinary course of Registry Operator’s or its Affiliates’ businessin connection with the offering of any of the goods and/orservices claimed in the trademark registration;

c.

was issued to Registry Operator or its Affiliate prior to the filingof its TLD registry application with ICANN;d.

is used throughout the Term continuously in the ordinary courseof business of Registry Operator or its Affiliate in connection
with the offering of any of the goods and/or services identified inthe trademark registration;e.

does not begin with a period or a dot; andf.

is used by Registry Operator or its Affiliate in the conduct of one
or more of its businesses that are unrelated to the provision ofTLD Registry Services; and(ii) only Registry Operator, its Affiliates or Trademark Licensees areregistrants of domain names in the TLD and control the DNS records
associated with domain names at any level in the TLD;(iii) the TLD is not a Generic String TLD (as defined in Specification 11);and(iv) Registry Operator has provided ICANN with an accurate andcomplete copy of such trademark registration.
9.4 “Brand Registry Operator Approval” means the receipt of each of thefollowing: (i) the affirmative approval of the Applicable Brand Registry
Operators whose payments to ICANN accounted for two-thirds of the total
amount of fees (converted to U.S. dollars, if applicable, at the prevailingexchange rate published the prior day in the U.S. Edition of the Wall Street
Journal for the date such calculation is made by ICANN) paid to ICANN by
all the Applicable Brand Registry Operators during the immediatelyprevious calendar year pursuant to the Applicable Brand Registry
Agreements, and (ii) the affirmative approval of a majority of theApplicable Brand Registry Operators at the time such approval is obtained.
For the avoidance of doubt, with respect to clause (ii), each Applicable
Brand Registry Operator shall have one vote for each top-level domain
operated by such Registry Operator pursuant to an Applicable Brand
Registry Agreement.
9.5 “Trademark Licensee” means any corporation, partnership, limited liabilitycompany or similar legal entity (and not a person) that has a written
trademark license agreement with Registry Operator or its Affiliate, foruse of the registered trademark owned by Registry Operator or its
Affiliate, the textual elements of which correspond exactly to the .Brand
TLD string operated by Registry Operator, where:(i)such license is valid under applicable law;

(ii) such license is for the use of such trademark in the regular course ofthat entity’s business outside of the provision of TLD Registry
Services, and is not primarily for the purpose of enabling registrationor use of domain names in the TLD;(iii) such trademark is used continuously in that entity’s businessthroughout the Term; and(iv) the domain names in the TLD registered to the Trademark Licensee
are required to be used for the promotion, support, distribution,
sales or other services reasonably related to any of the goods and/orservices identified in the trademark registration.
10. Except as specifically provided for in this Specification 13, all other provisionsof the Agreement will continue to apply. All capitalized terms not defined in thisSpecification 13 shall have the meaning given to them in the Agreement.
11. Notwithstanding Sections 7.6 and 7.7 of the Agreement, if any amendment
contemplated by Section 7.6 or 7.7 of the Agreement (other than bilateralamendments between ICANN and Registry Operator and Board Amendments)
would, if effective, amend the express terms of this Specification 13, such
amendment shall not amend the express terms of this Specification 13 unlesssuch amendment also receives Brand Registry Operator Approval. For theavoidance of doubt, (i) nothing in this Section 11 of this Specification 13 shallrestrict ICANN and Registry Operator from entering into bilateral amendments
and modifications to this Specification 13 or any other provision of theAgreement, (ii) the requirements of this Section 11 of this Specification 13 shallnot apply to any Board Amendment or otherwise restrict the adoption of Board
Amendments pursuant to Section 7.6 of the Agreement, and (iii) if anyamendment does not receive the required Registry Operator Approval underSection 7.6 or 7.7 of the Agreement, as applicable, the terms of this Specification
13 shall not be amended by such amendment even if such amendment receives
Brand Registry Operator Approval.
IN WITNESS WHEREOF, the parties hereto have caused this Specification 13 to be
executed by their duly authorized representatives as of the effective date of thisSpecification 13 first stated above.
INTERNET CORPORATION FOR ASSIGNED NAMES AND NUMBERS

By:_____________________________
Name:
Title:[INSERT REGISTRY OPERATOR NAME]By:_____________________________
Name:
Title: