[council] Process for renewal of new TLD agreement

["Bruce Tonkin" <Bruce.Tonkin@xxxxxxxxxxxxxxxxxx>]

Taken from the .aero agreement: 
http://www.icann.org/tlds/agreements/sponsored/sponsorship-agmt-05nov04.
htm

5.2. Procedure for Subsequent Agreement.

5.2.1. Sponsor may, no earlier than eighteen and no later than twelve
months prior to the Expiration Date, submit a written proposal to ICANN
for the continuation of its sponsorship of the Sponsored TLD for an
additional term of five years (the "Renewal Proposal"). The Renewal
Proposal shall contain a report of the Sponsor's sponsorship of the
Sponsored TLD and include a description of its effectiveness in meeting
the needs of the Sponsored TLD Community, proposed additions to or
deletions from (a) the Charter and (b) the delegation of
policy-development responsibility from ICANN to sponsor, and a
certification that the Sponsor has complied with all material terms of
this Agreement or, where that is not the case, a description of any
failure to comply. During a period of at least thirty days after
receiving the Renewal Proposal, ICANN shall post the Renewal Proposal
for public comment.

5.2.2. If ICANN does not receive, within forty-five days after the
Renewal Proposal is posted under Subsection 5.2.1, any objection(s) to
renewal deemed by ICANN to raise a substantial question about whether
the Sponsor's continued sponsorship would be in the best interest of the
Sponsored TLD Community and the global Internet community, ICANN shall
offer to enter into a new TLD Sponsorship Agreement with Sponsor on the
terms described by Subsection 5.2.5.

5.2.3. If ICANN receives, within the forty-five day period described in
Subsection 5.2.2, one or more objection(s) to renewal deemed by ICANN to
raise a substantial question about whether the Sponsor's continued
sponsorship would be in the best interest of the Sponsored TLD Community
and the global Internet community, ICANN shall commence a staff
evaluation of whether (and, if so, on what terms) a continuation of
Sponsor's sponsorship of the Sponsored TLD is in the best interest of
the Sponsored TLD Community and the global Internet community. The
evaluation shall include consideration of whether the Sponsor continues
to be representative of the Sponsored TLD Community, whether a different
Sponsor would be more representative, the presence or absence of
material breaches of this Agreement by Sponsor, and other information
that is relevant to the determination of whether the Sponsor's continued
sponsorship would be in the best interest of the Sponsored TLD Community
and the global Internet community. 

5.2.4. A report of the staff evaluation shall be posted and the public
and the Sponsor shall be afforded at least thirty days to comment. After
the completion of that comment period, the ICANN Board shall evaluate
Sponsor's sponsorship of the Sponsored TLD. The ICANN Board shall
consider, among other things, the Renewal Proposal, the staff
evaluation, and public comments. ICANN shall offer to enter into a new
TLD Sponsorship Agreement with Sponsor on the terms described by
Subsection 5.2.5 unless the ICANN Board determines, by a two-thirds vote
of those voting, that continuation of Sponsor's sponsorship of the
Sponsored TLD is not in the interest of the the Sponsored TLD Community
and the global Internet community.

5.2.5. The terms of any extension of this Agreement shall be
substantially consistent with the terms of agreements between ICANN and
sponsors of other Sponsored TLDs then in effect.

5.2.6. In the event that a person or entity other than the Sponsor is
selected as the successor sponsor for the Sponsored TLD upon the
expiration of this Agreement, ICANN shall require the successor sponsor
to pay to Sponsor within sixty (60) days after the Expiration Date the
actual cost the Sponsor can evidence in reasonably adjusting to the
change of sponsorship, such as payment of early termination fees for any
contracts, leases, loans, or other obligations and severance pay for
employees, but in no event shall the amount be less than US $200,000.
This liquidated amount reflects a reasonable estimate of those costs
which would likely be difficult to assess definitively at the time of
change in sponsorship.