exv10w6



 




Exhibit
10.6



	 	 	 
	

	 	.BIZ Registry Agreement

(8 December 2006)






 





Registry Agreement



This REGISTRY AGREEMENT (this “Agreement”) is entered into as of 18 December 2006 by and between
Internet Corporation for Assigned Names and Numbers, a California nonprofit public benefit
corporation (“ICANN”), and NeuStar, Inc. a Delaware corporation.




ARTICLE 1 INTRODUCTION



Section 1.1 Effective Date. The Effective Date for purposes of this Agreement shall be 8 December
2006.



Section 1.2 Top-Level Domain. The Top-Level Domain to which this Agreement applies is .biz (“TLD”).



Section 1.3 Designation as Registry Operator. Upon the Effective Date, until the Expiration Date as
defined in Section 4.1 hereof, ICANN shall continue to designate NeuStar, Inc. as the sole registry
operator for the TLD (“Registry Operator”).




ARTICLE 2 REPRESENTATIONS AND WARRANTIES



Section 2.1 Registry Operator’s Representations and Warranties.





2.1 (a) Organization; Due Authorization and Execution. Registry Operator is a corporation,
duly organized, validly existing and in good standing under the laws of Delaware, and
Registry Operator has all requisite power and authority to enter into this Agreement. All
corporate approvals and actions necessary for the entrance by Registry Operator into this
Agreement have been obtained and this Agreement has been duly and validly executed and
delivered by Registry Operator.




2.1 (b) Statements made During Negotiation Process. The factual statements made in writing by
both Parties in negotiating this Agreement, were true and correct in all material respects at
the time . A violation or breach of this subsection shall not be a basis for termination,
rescission or other equitable relief, and, instead shall only give rise to a claim for
damages.


Section 2.2 ICANN’s Representations and Warranties.





2.2 (a) Organization; Due Authorization and Execution. ICANN is a nonprofit public benefit
corporation duly organized, validly existing and in good standing under the laws of
California. ICANN has all requisite corporate power and authority to enter



 









 






into this Agreement. All corporate approvals and actions necessary for the entrance by ICANN
into this Agreement have been obtained and this Agreement has been duly and validly executed
and delivered by ICANN.



ARTICLE 3 COVENANTS



Section 3.1 Covenants of Registry Operator. Registry Operator covenants and agrees with ICANN as
follows:





3.1 (a) Preserve Security and Stability.




3.1 (a)(i) ICANN Temporary Specifications or Policies. Registry Operator shall comply
with and implement all specifications or policies established by the ICANN Board of
Directors on a temporary basis, if adopted by the ICANN Board of Directors by a vote
of at least two-thirds of its members, so long as the ICANN Board of Directors
reasonably determines that immediate temporary establishment of a specification or
policy on the subject is necessary to maintain the Stability or Security (as defined
in Section 3.1(d)(iv)(G)) of Registry Services or the DNS (“Temporary Specification or
Policies”). Such proposed specification or policy shall be as narrowly tailored as
feasible to achieve those objectives. In establishing any specification or policy
under this provision, the ICANN Board of Directors shall state the period of time for
which the specification or policy is temporarily adopted and shall immediately
implement the Consensus Policy development process set forth in ICANN’s Bylaws. ICANN
shall also issue an advisory statement containing a detailed explanation of its
reasons for adopting the temporary specification or policy and why the Board believes
the specification or policy should receive the consensus support of Internet
stakeholders. If the period of time for which the specification or policy is adopted
exceeds 90 days, the ICANN Board shall reaffirm its temporary adoption every 90 days
for a total period not to exceed one year, in order to maintain such policy in effect
until such time as it shall become a Consensus Policy as described in Section 3.1(b)
below. If during such one year period, the temporary policy or specification does not
become a Consensus Policy meeting the standard set forth in Section 3.1(b) below,
Registry Operator shall no longer be required to comply with or implement such
temporary policy or specification.




3.1 (b) Consensus Policies.




3.1 (b)(i) At all times during the term of this Agreement and subject to the terms
hereof, Registry Operator will fully comply with and implement all Consensus Policies
found at http://www.icann.org/general/consensus-policies.htm, as of the Effective Date
and as may in the future be developed and adopted in accordance with ICANN’s Bylaws
and as set forth below.




3.1 (b)(ii) “Consensus Policies” are those specifications or policies established (1)
pursuant to the procedure set forth in ICANN’s Bylaws and due process, and (2)
covering those topics listed in Section 3.1(b)(iv) below. The Consensus Policy
development process and procedure set forth in ICANN’s Bylaws may be revised from time
to time in accordance



 









 






with ICANN’s Bylaws, and any Consensus Policy that is adopted through such a revised process
and covering those topics listed in Section 3.1(b) (iv) below shall be considered a Consensus
Policy for purposes of this Agreement.




3.1 (b)(iii) For all purposes under this Agreement, the policies identified at
http://www.icann.org/general/consensus-policies.htm shall be treated in the same manner and have
the same effect as “Consensus Policies.”




3.1 (b)(iv) Consensus Policies and the procedures by which they are developed shall be designed to
produce, to the extent possible, a consensus of Internet stakeholders, including the operators of
gTLDs. Consensus Policies shall relate to one or more of the following: (1) issues for which
uniform or coordinated resolution is reasonably necessary to facilitate interoperability, Security
and/or Stability of the Internet or DNS; (2) functional and performance specifications for the
provision of Registry Services (as defined in Section 3.1(d)(iii) below); (3) Security and
Stability of the registry database for the TLD; (4) registry policies reasonably necessary to
implement Consensus Policies relating to registry operations or registrars; or (5) resolution of
disputes regarding the registration of domain names (as opposed to the use of such domain names).
Such categories of issues referred to in the preceding sentence shall include, without limitation:




3.1 (b)(iv)(A) principles for allocation of registered names in the TLD (e.g., first-come,
first-served, timely renewal, holding period after expiration);




3.1 (b)(iv)(B) prohibitions on warehousing of or speculation in domain names by registries or
registrars;




3.1 (b)(iv)(C) reservation of registered names in the TLD that may not be registered
initially or that may not be renewed due to reasons reasonably related to (a) avoidance of
confusion among or misleading of users, (b) intellectual property, or (c) the technical
management of the DNS or the Internet (e.g., establishment of reservations of names from
registration);




3.1 (b)(iv)(D) maintenance of and access to accurate and up-to-date information concerning
domain name registrations;




3.1 (b)(iv)(E) procedures to avoid disruptions of domain name registration due to suspension
or termination of operations by a registry operator or a registrar, including procedures for
allocation of responsibility for serving registered domain names in a TLD affected by such a
suspension or termination; and




3.1 (b)(iv)(F) resolution of disputes regarding whether particular parties may register or
maintain registration of particular domain names.



 









 






3.1 (b)(v) In addition to the other limitations on Consensus Policies,
they shall not:




3.1 (b)(v)(A) prescribe or limit the price of Registry Services;




3.1 (b)(v)(B) modify the standards for the consideration of proposed
Registry Services, including the definitions of Security and Stability
(set forth below) and the standards applied by ICANN;




3.1 (b)(v)(C) for two years following the Effective Date, modify
the procedure for the consideration of proposed Registry Services;




3.1 (b)(v)(D) modify the terms or conditions for the renewal or
termination of this Agreement;




3.1 (b)(v)(E) modify ICANN’s obligations to Registry Operator under
Section 3.2 (a), (b), and (c);




3.1 (b)(v)(F) modify the limitations on Temporary
Specifications or Consensus Policies;




3.1 (b)(v)(G) modify the definition of Registry Services;




3.1 (b)(v)(H) modify the terms of Sections 7.2 below; or




3.1 (b)(v)(I) alter services that have been implemented pursuant to
Section 3.1(d) of this Agreement (unless justified by compelling and
just cause based on Security and Stability.




3.1 (b)(vi) Registry Operator shall be afforded a reasonable period of time
following notice of the establishment of a Consensus Policy or Temporary
Specifications or Policies in which to comply with such policy or
specification, taking into account any urgency involved. In the event of a
conflict between Registry Services (as defined in Section 3.1(d)(iii) below),
on the one hand, and Consensus Policies developed in accordance with this
Section 3.1(b) or any Temporary Specifications or Policies established
pursuant to Section 3.1(a)(i) above, on the other hand, the Consensus Polices
or Temporary Specifications or Policies shall control, notwithstanding any
other provisions contained within this Agreement.




3.1 (c) Handling of Registry Data.




3.1 (c)(i) Data Escrow. Registry Operator shall establish at its expense a
data escrow or mirror site policy for the Registry Data compiled by Registry
Operator. Registry Data, as used in this Agreement, shall mean the following:
(1) data for domains sponsored by all registrars, consisting of domain name,
server name for each nameserver, registrar id, updated date, creation date,
expiration date, status information, and DNSSEC related key material (if
Registry Operator implements DNSSEC); (2) data



 









 






for nameservers sponsored by all registrars consisting of server name,
each IP address, registrar id, updated date, creation date, expiration date,
and status information; (3) data for registrars sponsoring registered domains
and nameservers, consisting of registrar id, registrar address, registrar
telephone number, registrar e-mail address, whois server, referral URL,
updated date and the name, telephone number, and e-mail address of all the
registrar’s administrative, billing, and technical contacts; (4) domain name
registrant data collected by the Registry Operator from registrars as part of
or following registration of a domain name; and (5) the DNSSEC-related
material necessary to sign the .biz zone (e.g., public and private
portions of .biz zone key-signing keys and zone-signing keys)(if Registry Operator
implements DNSSEC). The escrow agent or mirror-site manager, and the
obligations thereof, shall be mutually agreed upon by ICANN and Registry
Operator on commercially reasonable standards that are technically and
practically sufficient to allow a successor registry operator to assume
management of the TLD. To this end, Registry Operator shall periodically
deposit into escrow all Registry Data on a schedule (not more frequently than
weekly for a complete set of Registry Data, and daily for incremental updates)
and in an electronic format mutually approved from time to time by Registry
Operator and ICANN, such approval not to be unreasonably withheld by either
party. In addition, Registry Operator will deposit into escrow that data
collected from registrars as part of offering Registry Services introduced
after the Effective Date of this Agreement. The schedule, content, format, and
procedure for escrow deposits shall be as reasonably established by ICANN from
time to time, and as set forth in Appendix 1 hereto. Changes to the schedule,
content, format, and procedure may be made only with the mutual written
consent of ICANN and Registry Operator (which neither party shall unreasonably
withhold) or through the establishment of a Consensus Policy as outlined in
Section 3.1(b) above. The escrow shall be held under an agreement,
substantially in the form of Appendix 2, as the same may be revised from time
to time, among ICANN, Registry Operator, and the escrow agent.




3.1 (c)(ii) Personal Data. Registry Operator shall notify registrars
sponsoring registrations in the registry for the TLD of the purposes for which
Personal Data (as defined below) submitted to Registry Operator by registrars,
if any, is collected, the intended recipients (or categories of recipients) of
such Personal Data, and the mechanism for access to and correction of such
Personal Data. Registry Operator shall take reasonable steps to protect
Personal Data from loss, misuse, unauthorized disclosure, alteration or
destruction. Registry Operator shall not use or authorize the use of Personal
Data in a way that is incompatible with the notice provided to registrars.
“Personal Data” shall refer to all data about any identified or identifiable
natural person.




3.1 (c)(iii) Bulk Zone File Access. Registry Operator shall provide bulk
access to the zone files for the registry for the TLD to ICANN on a continuous
basis in the manner ICANN may reasonably specify from time to time. Bulk
access to the zone files shall be provided to third parties on the terms set
forth in the TLD zone file access agreement reasonably established by ICANN,
which initially shall be in the form attached as Appendix 3 hereto. Changes to
the zone file access agreement may be



 









 






made upon the mutual written consent of ICANN and Registry Operator
(which consent neither party shall unreasonably withhold).




3.1 (c)(iv) Monthly Reporting. Within 20 days following the end of each
calendar month, Registry Operator shall prepare and deliver to ICANN a report
providing such data and in the format specified in Appendix 4. ICANN may audit
Registry Operator’s books and records relating to data contained in monthly
reports from time to time upon reasonable advance written notice, provided
that such audits shall not exceed one per quarter. Any such audit shall be at
ICANN’s cost, unless such audit shall reflect a material discrepancy or
discrepancies in the data provided by Registry Operator. In the latter event,
Registry Operator shall reimburse ICANN for all reasonable costs and expenses
associated with such audit, which reimbursement shall be paid together with
the next Registry-Level Fee payment due following the date of transmittal of
the cost statement for such audit.




3.1 (c)(v) Whois Service. Registry Operator shall provide such whois data as
set forth in Appendix 5.




3.1 (d) Registry Operations.




3.1 (d)(i) Registration Restrictions.




3.1 (d)(i)(A) Registry Operator shall reserve, and not register any TLD
strings (i) appearing on the list of reserved TLD strings attached as
Appendix 6 hereto or (ii) located at
http://data.iana.org/TLD/tlds-alpha-by-domain.txt for initial (i.e.,
other than renewal) registration at the second level within the TLD.




3.1(d)(i)(B) Registry Operator shall apply, monitor, and enforce the
restrictions on registration in the Registry TLD. Appendix 11 sets
forth the restrictions to be applied and sets forth the manner by which
these restrictions shall be applied, monitored, and enforced. Changes
to the restrictions may be made only with the mutual written consent of
ICANN and Registry Operator (which neither party shall unreasonably
withhold).




3.1 (d)(ii) Functional and Performance Specifications. Functional and
Performance Specifications for operation of the TLD shall be as set forth in
Appendix 7 hereto, and shall address without limitation DNS services;
operation of the shared registration system; and nameserver operations.
Registry Operator shall keep technical and operational records sufficient to
evidence compliance with such specifications for at least one year, which
records ICANN may audit from time to time upon reasonable advance written
notice, provided that such audits shall not exceed one per quarter. Any such
audit shall be at ICANN’s cost.




3.1 (d)(iii) Registry Services. Registry Services are, for purposes of this
Agreement, defined as the following: (a) those services that are both (i)



 









 






operations of the registry critical to the following tasks: the receipt of data from
registrars concerning registrations of domain names and name servers; provision to registrars of
status information relating to the zone servers for the TLD; dissemination of TLD zone files;
operation of the registry zone servers; and dissemination of contact and other information
concerning domain name server registrations in the TLD as required by this Agreement; and (ii)
provided by the Registry Operator for the .biz registry as of the Effective Date as set forth on
Appendix 9; (b) other products or services that the Registry Operator is required to provide
because of the establishment of a Consensus Policy (as defined in Section 3.1(b) above); (c) any
other products or services that only a registry operator is capable of providing, by reason of its
designation as the registry operator; and (d) material changes to any Registry Service within the
scope of (a), (b) or (c) above.




3.1 (d)(iv) Process for Consideration of Proposed Registry Services. Following
written notification by Registry Operator to ICANN that Registry Operator may
make a change in a Registry Service within the scope of the preceding
paragraph:




3.1 (d)(iv)(A) ICANN shall have 15 calendar days to make a “preliminary
determination” whether a Registry Service requires further
consideration by ICANN because it reasonably determines such Registry
Service: (i) could raise significant Security or Stability issues or
(ii) could raise significant competition issues.




3.1 (d)(iv)(B) Registry Operator must provide sufficient information at
the time of notification to ICANN that it may implement such a proposed
Registry Service to enable ICANN to make an informed “preliminary
determination.” Information provided by Registry Operator and marked
“CONFIDENTIAL” shall be treated as confidential by ICANN. Registry
Operator will not designate “CONFIDENTIAL” information necessary to
describe the purpose of the proposed Registry Service and the effect on
users of the DNS.




3.1 (d)(iv)(C) ICANN may seek expert advice during the preliminary
determination period (from entities or persons subject to
confidentiality agreements) on the competition, Security or Stability
implications of the Registry Service in order to make its “preliminary
determination.” To the extent ICANN determines to disclose confidential
information to any such experts, it will provide notice to Registry
Operator of the identity of the expert(s) and the information it
intends to convey.




3.1 (d)(iv)(D) If ICANN determines during the 15 calendar day
“preliminary determination” period that the proposed Registry Service,
does not raise significant Security or Stability (as defined below), or
competition issues, Registry Operator shall be free to deploy it upon
such a determination.



 









 






3.1 (d)(iv)(E) In the event ICANN reasonably determines during the 15 calendar day
“preliminary determination” period that the Registry Service might raise significant competition
issues, ICANN shall refer the issue to the appropriate governmental competition authority or
authorities with jurisdiction over the matter within five business days of making its
determination, or two business days following the expiration of such 15 day period, whichever is
earlier, with notice to Registry Operator. Any such referral communication shall be posted on
ICANN’s website on the date of transmittal. Following such referral, ICANN shall have no further
responsibility, and Registry Operator shall have no further obligation to ICANN, with respect to
any competition issues relating to the Registry Service. If such a referral occurs, the Registry
Operator will not deploy the Registry Service until 45 calendar days following the referral, unless
earlier cleared by the referred governmental competition authority.




3.1 (d)(iv)(F) In the event that ICANN reasonably determines during the 15 calendar day
“preliminary determination” period that the proposed Registry Service might raise significant
Stability or Security issues (as defined below), ICANN will refer the proposal to a Standing Panel
of experts (as defined below) within five business days of making its determination, or two
business days following the expiration of such 15 day period, whichever is earlier, and
simultaneously invite public comment on the proposal. The Standing Panel shall have 45 calendar
days from the referral to prepare a written report regarding the proposed Registry Service’s effect
on Security or Stability (as defined below), which report (along with a summary of any public
comments) shall be forwarded to the ICANN Board. The report shall set forward the opinions of the
Standing Panel, including, but not limited to, a detailed statement of the analysis, reasons, and
information upon which the panel has relied in reaching their conclusions, along with the response
to any specific questions that were included in the referral from ICANN staff. Upon ICANN’s
referral to the Standing Panel, Registry Operator may submit additional information or analyses
regarding the likely effect on Security or Stability of the Registry Service.




3.1 (d)(iv)(G) Upon its evaluation of the proposed Registry Service, the Standing Panel will report
on the likelihood and materiality of the proposed Registry Service’s effects on Security or
Stability, including whether the proposed Registry Service creates a reasonable risk of a
meaningful adverse effect on Security or Stability as defined below:




Security: For purposes of this Agreement, an effect on security by the proposed Registry
Service shall mean (1) the unauthorized disclosure, alteration, insertion or destruction of
Registry Data, or (2) the unauthorized access to or



 









 






disclosure of information or resources on the Internet by systems operating in
accordance with all applicable standards.




Stability: For purposes of this Agreement, an effect on stability shall mean that the
proposed Registry Service (1) is not compliant with applicable relevant standards that are
authoritative and published by a well-established, recognized and authoritative standards
body, such as relevant Standards-Track or Best Current Practice RFCs sponsored by the IETF or
(2) creates a condition that adversely affects the throughput, response time, consistency or
coherence of responses to Internet servers or end systems, operating in accordance with
applicable relevant standards that are authoritative and published by a well-established,
recognized and authoritative standards body, such as relevant Standards-Track or Best Current
Practice RFCs and relying on Registry Operator’s delegation information or provisioning
services.




3.1 (d)(iv)(H) Following receipt of the Standing Panel’s report, which will be posted (with
appropriate confidentiality redactions made after consultation with Registry Operator) and
available for public comment, the ICANN Board will have 30 calendar days to reach a decision. In
the event the ICANN Board reasonably determines that the proposed Registry Service creates a
reasonable risk of a meaningful adverse effect on Stability or Security, Registry Operator will not
offer the proposed Registry Service. An unredacted version of the Standing Panel’s report shall be
provided to Registry Operator upon the posting of the report. The Registry Operator may respond to
the report of the Standing Panel or otherwise submit to the ICANN Board additional information or
analyses regarding the likely effect on Security or Stability of the Registry Service.




3.1 (d)(iv)(I) The Standing Panel shall consist of a total of 20 persons expert in the design,
management and implementation of the complex systems and standards-protocols utilized in the
Internet infrastructure and DNS (the “Standing Panel”). The members of the Standing Panel will be
selected by its Chair. The Chair of the Standing Panel will be a person who is agreeable to both
ICANN and the registry constituency of the supporting organization then responsible for generic top
level domain registry policies. All members of the Standing Panel and the Chair shall execute an
agreement requiring that they shall consider the issues before the panel neutrally and according to
the definitions of Security and Stability. For each matter referred to the Standing Panel, the
Chair shall select no more than five members from the



 









 






Standing Panel to evaluate the referred matter, none of which shall
have an existing competitive, financial, or legal conflict of interest, and
with due regard to the particular technical issues raised by the referral.




3.1 (e) Fees and Payments. Registry Operator shall pay the Registry-Level Fees to ICANN on a
quarterly basis in accordance with Section 7.2 hereof.




3.1 (f) Traffic Data. Nothing in this Agreement shall preclude Registry Operator from making
commercial use of, or collecting, traffic data regarding domain names or non-existent domain
names for purposes such as, without limitation, the determination of the availability and
health of the Internet, pinpointing specific points of failure, characterizing attacks and
misconfigurations, identifying compromised networks and hosts and promoting the sale of
domain names, provided however, that such use does not permit Registry Operator to disclose
domain name registrant or end-user information or other Personal Data as defined in Section
3.1(c)(ii) that it collects through providing domain name registration services for any
purpose not otherwise authorized by this agreement. In this regard, in the event the TLD
registry is a “thick” registry model, the traffic data that may be accessible to and used by
Registry Operator shall be limited to the data that would be accessible to a registry
operated under a “thin” registry model. The process for the introduction of new Registry
Services shall not apply to such traffic data. Nothing contained in this section 3.1(f) shall
be deemed to constitute consent or acquiescence by ICANN to an introduction by Registry
Operator of a service employing a universal wildcard function. To the extent that traffic
data subject to this provision is made available, access shall be on terms that are
nondiscriminatory.




3.1 (g) Cooperation. The parties agree to cooperate with each other and share data as
necessary to accomplish the terms of this Agreement.


Section 3.2 Covenants of ICANN. ICANN covenants and agrees with Registry Operator as follows:





3.2 (a) Open and Transparent. Consistent with ICANN’s expressed mission and core values,
ICANN shall operate in an open and transparent manner.




3.2 (b) Equitable Treatment. ICANN shall not apply standards, policies, procedures or
practices arbitrarily, unjustifiably, or inequitably and shall not single out Registry
Operator for disparate treatment unless justified by substantial and reasonable cause.




3.2 (c) TLD Zone Servers. In the event and to the extent that ICANN is authorized to set
policy with regard to an authoritative root server system, it will use best efforts to ensure
that (i) the authoritative root will point to the TLD zone servers designated by Registry
Operator for the Registry TLD throughout the Term of this Agreement; and (ii) any changes to
the TLD zone server designation submitted to ICANN by Registry Operator will be implemented
by ICANN within seven days of submission.




3.2 (d) Nameserver Changes. Registry Operator may request changes in the nameserver
delegation for the Registry TLD. Any such request must be made in a format, and otherwise
meet technical requirements, specified from time to time by ICANN. ICANN will use
commercially reasonable efforts to have such requests



 









 






implemented in the Authoritative Root-Server System within seven calendar days of the
submission.




3.2 (e) Root-zone Information Publication. ICANN’s publication of root-zone contact
information for the Registry TLD will include Registry Operator and its administrative and
technical contacts. Any request to modify the contact information for the Registry Operator
must be made in the format specified from time to time by ICANN.



ARTICLE 4 TERM OF AGREEMENT



Section 4.1 Term. The initial term of this Agreement shall expire on December 31, 2012, the
“Expiration Date,” as extended by any renewal terms.



Section 4.2 Renewal. This Agreement shall be renewed upon the expiration of the term set forth in
Section 4.1 above and each later term, unless the following has occurred: (i) following notice of
breach to Registry Operator in accordance with Section 6.1 and failure to cure such breach within
the time period prescribed in Section 6.1, an arbitrator or court has determined that Registry
Operator has been in fundamental and material breach of Registry Operator’s obligations set forth
in Sections 3.1(a), (b), (d) or (e); Section 5.2 and (ii) following the final decision of such
arbitrator or court, Registry Operator has failed to comply within ten days with the decision of
the arbitrator or court, or within such other time period as may be prescribed by the arbitrator or
court. Upon renewal, in the event that the terms of this Agreement are not similar to the terms
generally in effect in the Registry Agreements of the 5 most reasonably comparable gTLDs (provided
however that if less than five gTLDs are reasonably comparable, then comparison shall be made with
such lesser number, and .com, info, .net and .org are hereby deemed comparable), renewal shall be
upon terms reasonably necessary to render the terms of this Agreement similar to such terms in the
Registry Agreements for those other gTLDs. The preceding sentence, however, shall not apply to the
terms of this Agreement regarding the standards for the consideration of proposed Registry
Services, including the definitions of Security and Stability and the standards applied by ICANN in
the consideration process; the terms or conditions for the renewal or termination of this
Agreement; ICANN’s obligation to Registry Operator under Section 3.2(a), (b) and (c); the
limitations on Consensus Policies or Temporary Specifications or Policies; or the definition of
Registry Services. In addition, upon renewal, registry fees payable to ICANN may be reasonably
modified so long as any increase in such fees shall not exceed the average of the percentage
increase in registry fees for the five most reasonably comparable TLDs (or such lesser number as
provided above) during the prior three year period;



Section 4.3 Changes. While this Agreement is in effect, the parties agree to engage in good faith
negotiations at regular intervals (at least once every three calendar years following the Effective
Date) regarding possible changes to the terms of the Agreement, including to Section 7.2 regarding
fees and payments to ICANN. In addition, ICANN shall consider and discuss with Registry Operator
other appropriate changes to pricing and related terms under the Agreement in the event ICANN shall
obtain further independent data from professional experts providing analysis of the pricing of
domain name registrations and competitive market considerations. The failure by Registry Operator
to agree to an increase in registry fees or other terms shall not constitute a violation of this
provision.



Section 4.4 Failure to Perform in Good Faith. In the event Registry Operator shall have been
repeatedly and willfully in fundamental and material breach of Registry Operator’s obligations set
forth in Sections 3.1(a), (b), (d) or (e); Section 5.2, and arbitrators in accordance with Section
5.1(b) of this Agreement repeatedly have found Registry Operator to have been in fundamental and
material breach of this Agreement, including in at least three separate awards,





 










 




then the arbitrators shall award such punitive, exemplary or other damages as they may believe
appropriate under the circumstances.




ARTICLE 5 DISPUTE RESOLUTION




Section 5.1
Resolution of Disputes.





5.1
(a) Cooperative Engagement. In the event of a disagreement between Registry Operator and
ICANN arising under or out of this Agreement, either party may by notice to the other invoke
the dispute resolution provisions of this Article V. Provided, however, that before either
party may initiate arbitration as provided in Section 5.1(b) below, ICANN and Registry
Operator must attempt to resolve the dispute by cooperative engagement as set forth in this
Section 5.1(a). If either party provides written notice to the other demanding cooperative
engagement as set forth in this Section 5.1(a), then each party will, within seven calendar
days after such written notice is deemed received in accordance with Section 8.6 hereof,
designate a single executive officer as its representative under this Section 5.1(a) with
full authority to act on such party’s behalf to resolve the dispute. The designated
representatives shall, within 2 business days after being designated, confer by telephone or
in person to attempt to resolve the dispute. If they are not able to resolve the dispute
during such telephone conference or meeting, they shall further meet in person at a location
reasonably designated by ICANN within 7 calendar days after such initial telephone conference
or meeting, at which meeting the parties shall attempt to reach a definitive resolution. The
time schedule and process set forth in this Section 5.1(a) may be modified with respect to
any dispute, but only if both parties agree to a revised time schedule or process in writing
in advance. Settlement communications within the scope of this paragraph shall be
inadmissible in any arbitration or litigation between the parties.




5.1
(b) Arbitration. Disputes arising under or in connection with this Agreement, including
requests for specific performance, shall be resolved through binding arbitration conducted as
provided in this Section 5.1(b) pursuant to the rules of the International Court of
Arbitration of the International Chamber of Commerce (“ICC”). The arbitration shall be
conducted in the English language and shall occur in Los Angeles County, California, USA only
following the failure to resolve the dispute pursuant to cooperative engagement discussions
as set forth in Section 5.1(a) above. There shall be three arbitrators: each party shall
choose one arbitrator and, if the two arbitrators are not able to agree on a third
arbitrator, the third shall be chosen by the ICC. The prevailing party in the arbitration
shall have the right to recover its costs and reasonable attorneys’ fees, which the
arbitrators shall include in their awards. Any party that seeks to confirm or vacate an
arbitration award issued under this Section 5.1(b) may do so only pursuant to the applicable
arbitration statutes. In any litigation involving ICANN concerning this Agreement,
jurisdiction and exclusive venue for such litigation shall be in a court located in Los
Angeles County, California, USA; however, the parties shall also have the right to enforce a
judgment of such a court in any court of competent jurisdiction. For the purpose of aiding
the arbitration and/or preserving the rights of the parties during the pendency of
arbitration, the parties shall have the right to seek a temporary stay or injunctive relief
from the arbitration panel or a court, which shall not be a waiver of this agreement to
arbitrate.


Section 5.2
Specific Performance. Registry Operator and ICANN agree that irreparable damage could
occur if any of the provisions of this Agreement was not performed in accordance




 









 







with its specific terms. Accordingly, the parties agree that they each shall be entitled to
seek from the arbitrators specific performance of the terms of this Agreement (in addition to any
other remedy to which each party is entitled).



Section 5.3
Limitation of Liability. ICANN’s aggregate monetary liability for violations of this
Agreement shall not exceed the amount of Registry-Level Fees paid by Registry Operator to ICANN
within the preceding twelve-month period pursuant to this Agreement. Registry Operator’s aggregate
monetary liability to ICANN for violations of this Agreement shall be limited to fees, and monetary
sanctions under Section 4.4, if any, due and owing to ICANN under this Agreement within the
preceding twelve-month period. In no event shall either party be liable for special, indirect,
incidental, punitive, exemplary, or consequential damages arising out of or in connection with this
Agreement or the performance or nonperformance of obligations undertaken in this Agreement, except
as provided pursuant to Section 4.4 of this Agreement. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN
THIS AGREEMENT, REGISTRY OPERATOR DOES NOT MAKE ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO
THE SERVICES RENDERED BY ITSELF, ITS SERVANTS, OR ITS AGENTS OR THE RESULTS OBTAINED FROM THEIR
WORK, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, OR
FITNESS FOR A PARTICULAR PURPOSE.




ARTICLE 6 TERMINATION PROVISIONS



Section 6.1
Termination by ICANN. ICANN may terminate this Agreement if and only if: (i) Registry
Operator fails to cure any fundamental and material breach of Registry Operator’s obligations set
forth in Sections 3.1(a), (b), (d) or (e); or Section 5.2 within thirty (30) calendar days after
ICANN gives Registry Operator written notice of the breach, which notice shall include with
specificity the details of the alleged breach; and (ii) (a) an arbitrator or court has finally
determined that Registry Operator is, or was, in fundamental and material breach and failed to cure
such breach within the prescribed time period and (b) following the decision of such arbitrator or
court, Registry Operator has failed to comply with the decision of the arbitrator or court.



Section 6.2
Bankruptcy. This Agreement shall automatically terminate in the event Registry Operator
shall voluntarily or involuntarily be subject to bankruptcy proceedings.



Section 6.3
Transition of Registry upon Termination of Agreement. Upon any termination of this
Agreement as provided in Sections 6.1 and 6.2, the parties agree to work cooperatively to
facilitate and implement the transition of the registry for the TLD in accordance with this Section
6.3. Registry Operator shall agree to provide ICANN or any successor registry authority that may be
designated for the TLD with any data regarding operations of the registry for the TLD necessary to
maintain operations that may be reasonably requested in addition to that data escrowed in
accordance with Section 3.1(c)(i) hereof.



Section 6.4
Rights in Data. Registry Operator shall not be entitled to claim any intellectual
property rights in Registry Data. In the event that Registry Data is released from escrow as set
forth in Section 3.1(c)(i), rights, if any, held by Registry Operator in the data shall
automatically be licensed on a non-exclusive, irrevocable, royalty-free, paid-up basis to ICANN or
to a party designated in writing by ICANN.



Section 6.5
No Reimbursement. Any and all expenditures, capital investments or other investments
made by Registry Operator in connection with this Agreement shall be at Registry Operator’s own
risk and ICANN shall have no obligation to reimburse Registry Operator for any such expense,
capital expenditure or investment. Registry Operator shall not be required to




 









 




make any payments to a successor registry operator by reason of registry fees paid to Registry
Operator prior to the effective date of (i) any termination or expiration of this Agreement or (ii)
transition of the registry, unless any delay in transition of the registry to a successor operator
shall be due to the actions of Registry Operator.




ARTICLE 7 SPECIAL PROVISIONS




Section 7.1
Registry-Registrar Agreement.





7.1
(a) Access to Registry Services. Registry Operator shall make access to Registry
Services, including the shared registration system, available to all ICANN-accredited
registrars, subject to the terms of the Registry-Registrar Agreement attached as Appendix 8
hereto. Registry Operator shall provide all ICANN-accredited registrars following execution
of the Registry-Registrar Agreement, provided registrars are in compliance with such
agreement, operational access to Registry Services, including the shared registration system
for the TLD. Such nondiscriminatory access shall include without limitation the following:




7.1 (a)(i) All registrars (including any registrar affiliated with Registry Operator,
if any) can connect to the shared registration system gateway for the TLD via the
Internet by utilizing the same maximum number of IP addresses and SSL certificate
authentication;




7.1 (a)(ii) Registry Operator has made the current version of the registrar toolkit
software accessible to all registrars and has made any updates available to all
registrars on the same schedule;




7.1 (a)(iii) All registrars have equivalent access to customer support personnel via
telephone, e-mail and Registry Operator’s website;




7.1 (a)(iv) All registrars have equivalent access to registry resources to resolve
registry/registrar or registrar/registrar disputes and technical and/or administrative
customer service issues;




7.1 (a)(v) All registrars have equivalent access to data generated by Registry
Operator to reconcile their registration activities from Registry Operator’s Web and
ftp servers;




7.1 (a)(vi) All registrars may perform basic automated registrar account management
functions using the same registrar tool made available to all registrars by Registry
Operator; and




7.1 (a)(vii) The shared registration system does not include, for purposes of
providing discriminatory access, any algorithms or protocols that differentiate among
registrars with respect to functionality, including database access, system priorities
and overall performance.




7.1 (a)(viii) Such Registry-Registrar Agreement may be revised by Registry Operator
from time to time, provided however, that any such revisions must be approved in
advance by ICANN.




7.1
(b) Registry Operator Shall Not Act as Own Registrar. Registry Operator shall



 









 







not act as a registrar with respect to the TLD. This shall not preclude Registry Operator
from registering names within the TLD to itself through a request made to an ICANN-accredited
registrar.




7.1
(c) Restrictions on Acquisition of Ownership or Controlling
Interest in Registrar.
Registry Operator shall not acquire, directly or indirectly, control of, or a greater than
fifteen percent ownership interest in, any ICANN-accredited registrar.



Section 7.2
Fees to be Paid to ICANN.





7.2
(a) Registry-Level Transaction Fee.




7.2 (a)(i) Commencing on January 1, 2007, Registry Operator shall pay ICANN a
Registry-Level Fee. Subject to Sections 7.2(a)(ii) and (iii) below, such fee shall
equal the Transaction Fee set forth in the table below multiplied by the number of
annual increments of an initial or renewal domain name registration (including
renewals associated with transfers from one ICANN-accredited registrar to another)
during the applicable calendar quarter:



	 	 	 
	YEAR	 	TRANSACTION FEE
	2007
	 	US$0.15
	 
	 	 
	2008
	 	US$0.15
	 
	 	 
	2009
	 	US$0.20
	 
	 	 
	2010
	 	US$0.20
	 
	 	 
	2011
	 	US$0.25
	 
	 	 
	2012
	 	US$0.25







7.2 (a)(ii) Commencing in 2009, for calendar quarters during the Term for which the
average annual price of registrations during the quarter is between US$3.01 and
US$4.99, the Registry-Level Fee shall be the lesser of (a) the transaction fee
provided in 7.2.a.1 or (b) US$0.15 plus US $0.01 for each increase by US$0.20 above
$3.01 in the average price of domain name registrations, multiplied by the number of
annual increments of an initial or renewal domain name registration during such
quarter (including renewals associated with transfers from one ICANN-accredited
registrar to another); and




7.2 (a)(iii) Following two consecutive calendar quarters during which the average
annual price of registrations during the quarter is US$3.00 or less (disregarding for
these purposes any registry-offered discounts or marketing incentives having the short
term effect of lowering the average annual price of domain name registrations),
Registry Operator may request the parties enter good-faith negotiations to review and
renegotiate the fee obligation considering all relevant factors including but not
limited to Registry Operator’s business needs as well as ICANN’s financial requirements.



 









 







7.2
(b) Payment Schedule. Registry Operator shall pay the Registry-Level Fees specified in
Section 7.2(a) and Section 7.2(c), if applicable, by the 20th day following the
end of each calendar quarter (i.e., on April 20, July 20, October 20 and January 20 for the
calendar quarters ending March 31, June 30, September 30 and December 31) of the year to an
account designated by ICANN.




7.2
(c) Variable Registry-Level Fee. For fiscal quarters in which ICANN does not collect a
variable accreditation fee from all registrars, upon receipt of written notice from ICANN,
Registry Operator shall pay ICANN a Variable Registry-Level Fee. The fee will be calculated
by ICANN, paid to ICANN by the Registry Operator in accordance with the Payment Schedule in
Section 7.2(b), and the Registry Operator will invoice and collect the fees from the
registrars who are party to a Registry-Registrar Agreement with Registry Operator. The fee
will consist of two components; each component will be calculated by ICANN for each
registrar:




7.2 (c)(i) The transactional component of the Variable Registry-Level Fee shall be
specified by ICANN in accordance with the budget adopted by the ICANN Board of
Directors for each fiscal year but shall not exceed US $0.25.




7.2 (c)(ii) The per-registrar component of the Variable Registry-Level Fee shall be
specified by ICANN in accordance with the budget adopted by the ICANN Board of
Directors for each fiscal year, but the sum of the per- registrar fees calculated for
all registrars shall not exceed the total Per- Registrar Variable funding established
pursuant to the approved 2004- 2005 ICANN Budget.




Provided, however, that Registry Operator shall only be required to pay the
fees set forth in paragraph (c) above, in the event that ICANN elects to
collect the Variable Registry-Level Fee from all ICANN-Accredited
Registrars. For the avoidance of doubt, Registry Operator shall not be
required to collect the per-registrar component of the Variable
Registry-Level Fee from any registrar unless it is required to do so for all
registrars.




7.2
(d) Interest on Late Payments. For any payments pursuant to Section 7.2(a) thirty days or
more overdue past the time period for payment set forth in Section 7.2 (b), Registry Operator
shall pay interest on late payments at the rate of 1.5% per month or, if less, the maximum
rate permitted by applicable law. Registry Operator shall not be required to pay interest on
late payments under Section 7.2(c), provided that Registry Operator is in good faith making
reasonably diligent efforts to collect the underlying payments from those registrars party to
a Registry-Registrar Agreement with Registry Operator.



Section 7.3.
Pricing for Domain Name Registrations and Registry Services.



(a) Pricing. From the Effective Date through six (6) months following the Effective Date, the price
to ICANN-accredited registrars for new and renewal domain name registrations and for transferring a
domain name registration from one ICANN-accredited registrar to another, shall





 









 







not exceed a total fee of US$6.00 (the “Maximum Service Fee”). Commencing on 1 January 2007, the
Maximum Service Fee charged during a calendar year for each annual increment of a new and renewal
domain name registration and for transferring a domain name registration from one ICANN-accredited
registrar to another, may not exceed the Maximum Service Fee during the preceding calendar year
multiplied by 1.10. The same Service Fee shall be charged to all ICANN-accredited registrars for
new and renewal domain name registrations. Volume discounts and marketing support and incentive
programs may be made if the same opportunities to qualify for those discounts and marketing support
and incentive programs is available to all ICANN-accredited registrars.



(b) Adjustments
to Pricing for Domain Name Registrations. Registry Operator shall provide no less
than six months prior notice in advance of any price increase for domain name registrations and
shall continue to offer domain name registrations for periods of up to ten years. Registry Operator
is not required to give notice of the imposition of the Variable Registry-Level Fee set forth in
Section 7.2(c).




ARTICLE 8 MISCELLANEOUS




Section 8.1
Indemnification of ICANN.





8.1 (a) Registry Operator shall indemnify, defend, and hold harmless ICANN (including its
directors, officers, employees, and agents) from and against any and all third-party claims,
damages, liabilities, costs, and expenses, including reasonable legal fees and expenses,
arising out of or relating to: (a) ICANN’s reliance, in connection with its decision to
delegate the TLD to Registry Operator or to enter into this Agreement, on information
provided by Registry Operator in its application for the TLD; (b) Registry Operator’s
establishment or operation of the registry for the TLD; (c) Registry Operator’s provision of
Registry Services; (d) collection or handling of Personal Data by Registry Operator; (e) any
dispute concerning registration of a domain name within the domain of the TLD for the
registry; and (f) duties and obligations of Registry Operator in operating the registry for
the TLD; provided that Registry Operator shall not be obligated to indemnify, defend, or hold
harmless ICANN to the extent the claim, damage, liability, cost, or expense arose due to a
breach by ICANN of any obligation contained in this Agreement. For avoidance of doubt,
nothing in this Section 8.1 shall be deemed to require Registry Operator to reimburse or
otherwise indemnify ICANN for the costs associated with the negotiation or execution of this
Agreement, or with the monitoring or management of the parties’ respective obligations under
this Agreement. Further, this section shall not apply to any request for attorney’s fees in
connection with any litigation or arbitration between or among the parties.




8.1 (b) For any claims by ICANN for indemnification whereby multiple registry operators
(including Registry Operator) have engaged in the actions or omissions that gave rise to the
claim, Registry Operator’s aggregate liability to indemnify ICANN with respect to such claim
shall be limited to a percentage of ICANN’s total claim, calculated by dividing the number of
total domain names under registration with Registry Operator within the TLD (which names
under registration shall be calculated consistently with Section 7.2 hereof for any
applicable quarter) by the total number of domain names under registration within all TLDs
for which the registry operators thereof that are engaging in the same acts or omissions
giving rise to such claim. For the avoidance of doubt, in the event that a registry operator
is engaged in the same acts or omissions giving rise to the claims above, but such registry
operator(s) do not have the same or similar indemnification obligations to



 









 






ICANN at set forth in 8.1(a) above, the number of domains under management by such registry
operator(s) shall nonetheless be included in the calculation in the preceding sentence.


Section 8.2
Indemnification Procedures. If any third-party claim is commenced that is indemnified
under Section 8.1 above, notice thereof shall be given to ICANN as promptly as practicable.
Registry Operator shall be entitled, if it so elects, in a notice promptly delivered to ICANN, to
immediately take control of the defense and investigation of such claim and to employ and engage
attorneys reasonably acceptable to the indemnified party to handle and defend the same, at the
indemnifying party’s sole cost and expense, provided that in all events ICANN shall be entitled to
control at its sole cost and expense the litigation of issues concerning the validity or
interpretation of ICANN policies or conduct. ICANN shall cooperate, at its own cost, in all
reasonable respects with Registry Operator and its attorneys in the investigation, trial, and
defense of such claim and any appeal arising there from; provided, however, that the indemnified
party may, at its own cost and expense, participate, through its attorneys or otherwise, in such
investigation, trial and defense of such claim and any appeal arising there from. No settlement of
a claim that involves a remedy affecting ICANN other than the payment of money in an amount that is
indemnified shall be entered into without the consent of ICANN. If Registry Operator does not
assume full control over the defense of a claim subject to such defense in accordance with this
Section, Registry Operator may participate in such defense, at its sole cost and expense, and ICANN
shall have the right to defend the claim in such manner as it may deem appropriate, at the cost and
expense of Registry Operator.



Section 8.3
No Offset. All payments due under this Agreement shall be made in a timely manner
throughout the term of this Agreement and notwithstanding the pendency of any dispute (monetary or
otherwise) between Registry Operator and ICANN.



Section 8.4
Use of ICANN Name and Logo. ICANN grants to Registry Operator a non-exclusive
royalty-free license to state that it is designated by ICANN as the Registry Operator for the
Registry TLD and to use a logo specified by ICANN to signify that Registry Operator is an
ICANN-designated registry authority. This license may not be assigned or sublicensed by Registry
Operator.



Section 8.5
Assignment and Subcontracting. Any assignment of this Agreement shall be effective only
upon written agreement by the assignee with 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, which approval shall not be unreasonably withheld.
Notwithstanding the foregoing, ICANN may assign this Agreement (i) in conjunction with a
reorganization or re-incorporation of ICANN, to another nonprofit corporation organized for the
same or substantially the same purposes, or (ii) as may be required pursuant to the terms of that
certain Memorandum of Understanding between ICANN and the U.S. Department of Commerce, as the same
may be amended from time to time. Registry Operator must provide notice to ICANN of any
subcontracting arrangements, and any agreement to subcontract portions of the operations of the TLD
must mandate compliance with all covenants, obligations and agreements by Registry Operator
hereunder. Any subcontracting of technical operations shall provide that the subcontracted entity
become party to the data escrow agreement mandated by Section 3.1(c)(i) hereof.



Section 8.6
Amendments and Waivers. No amendment, supplement, or modification of this Agreement or
any provision hereof shall be binding unless executed in writing by both 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 or
failure to enforce any of the provisions hereof 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 provided.



Section 8.7
No Third-Party Beneficiaries. This Agreement shall not be construed to create any
obligation by either ICANN or Registry Operator to any non-party to this Agreement, including any
registrar or registered name holder.



Section 8.8
Notices, Designations, and Specifications. All notices to be given under or in relation
to this Agreement shall be given either (i) in writing at the address of the appropriate party as
set forth below or (ii) via facsimile or electronic mail as provided below, unless that party has
given a notice of change of postal or email address, or facsimile number, as provided in this
agreement. Any change in the contact information for notice below shall be given by the party
within 30 days of such change. Any notice required by this Agreement shall be deemed to have been
properly given (i) if in paper form, when delivered in person or via courier service with
confirmation of receipt or (ii) if via facsimile or by electronic mail, upon confirmation of
receipt by the recipient’s facsimile machine or email server. Whenever this Agreement shall specify
a URL address for certain information, Registry Operator shall be deemed to have been given notice
of any such information when electronically posted at the designated URL. In the event other means
of notice shall become practically achievable, such as notice via a secure website, the parties
shall work together to implement such notice means under this Agreement.



If to ICANN, addressed to:

Internet Corporation for Assigned Names and Numbers

4676 Admiralty Way, Suite 330

Marina Del Rey, California 90292

Telephone: 1-310-823-9358

Facsimile: 1-310-823-8649

Attention: President and CEO

With a Required Copy to: General Counsel

Email: (As specified from time to time.)



If to Registry Operator, addressed to:

NeuStar, Inc.

46000 Center Oak Plaza

Sterling, VA 20166

Telephone: 1-571-434-5400

Facsimile: 1-571-434-5735

Attention: Sr. Director, Law, Advanced Services and Business Development

NeuStar, Inc.

With a Required Copy to: General Counsel

Email: (As specified from time to time.)



Section 8.9
Language. Notices, designations, determinations, and specifications made under this
Agreement shall be in the English language.



Section 8.10
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 same
instrument.



Section 8.11
Entire Agreement. This Agreement (including its Appendices, which form a part of it)
constitutes the entire agreement of the parties hereto pertaining to the operation of the TLD and
supersedes all prior agreements, understandings, negotiations and discussions, whether oral or
written, between the parties on that subject. In the event of a conflict between the




 









 




provisions in the body of this Agreement and any provision in its Appendices, the provisions
in the body of the Agreement shall control.




[signature page follows]



IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly
authorized representatives.




     INTERNET CORPORATION FOR ASSIGNED NAMES AND NUMBERS



	 	 	 	 	 
	 	 	 
	 	By:  	/s/
Dr. Paul Twomey
 	 
	 	 	Dr. Paul Twomey 	 
	 	 	President and CEO 	   
	   	Date: 






     NEUSTAR, INC.



	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Richard Tindal
	 
	 	 	Richard Tindal 	 
	 	 	Vice President 	 
	   	Date: 12/19/06