RE: [registrars] FW: RRA Changes

["Nevett, Jonathon" <jnevett@xxxxxxxxxxxxxxxxxxxx>]

Here is an update on the .com RRA issue:

 

1.  VeriSign sent all registrars a version of the .com RRA for
signature.

2.  The version VeriSign sent asking us to sign has revisions from the
version that ICANN and the Department of Commerce approved.

3.  VeriSign never pointed out the revisions to registrars.

4.  The revisions I found include the following:

                        a.  VeriSign added "its wholly owned
subsidiaries" as parties to the RRA.

                        b.  VeriSign added "its wholly owned
subsidiaries" as parties to the Confidentiality Agreement.

                        c.  Interestingly, VeriSign failed to add its
wholly owned subsidiaries to the SLA agreement whereby VeriSign is
obligated to registrars.

                        d.  VeriSign added some very slight changes to
the Section 6.8 notice provisions.

                        e.  VeriSign dropped the "Inc." on the signature
line of the RRA and the Confidentiality Agreement.   

4.  The RRA requires that ICANN approve any revisions in order for them
to be binding on registrars.

5.  I understand from ICANN that VeriSign sent them the revised version
and gave them one day to review.

6.  I also understand from ICANN that it did not approve the revisions,
and that they pointed out the issue with regard to VeriSign's
subsidiaries.

7.  I have not received a response from VeriSign to numerous e-mails and
phone calls to discuss this matter. 

8.  VeriSign now is calling registrars encouraging them to sign the
revised version. 

9.  I and other registrar representatives are concerned of the precedent
of this matter.  VeriSign should not be permitted to send registrars a
contract that VeriSign claims that ICANN has approved and it hasn't.
Also, VeriSign should not attempt to make changes to our contracts
without informing us of the changes.

 

A Way Forward:

 

A.	VeriSign should provide registrars with a list of wholly owned
subsidiaries, so that we know with which parties we are contracting.
B.	In the interest of fairness and consistency, VeriSign should
change the SLA agreement to add its wholly owned subsidiaries to that
agreement as well.
C.	As pointed out below, VeriSign should delete Section 6.15(a)(6)
of the RRA, which still refers to a Surety Instrument that VeriSign has
removed from all other parts of the contract.  This appears to be a
simple mistake that should easily be rectified.
D.	The revised RRA should be sent to ICANN for approval.   

 

I have heard from a number of registrars who, absent some kind of
resolution, will simply print the version of the RRA that is currently
published on the ICANN website ignoring the revisions pointed out above.
My hope is that VeriSign will engage in some constructive dialogue and
help resolve the issue before folks feel compelled to take that action.

 

Thanks.

 

Jon 

 

		
________________________________


		From: owner-registrars@xxxxxxxxxxxxxx
[mailto:owner-registrars@xxxxxxxxxxxxxx] On Behalf Of Nevett, Jonathon
		Sent: Tuesday, December 12, 2006 10:17 PM
		To: Registrars Constituency
		Subject: [registrars] FW: RRA Changes
		Importance: High

		All:  I just sent this note to VeriSign.  I hope that
VeriSign will handle this issue shortly, but we are waiting until it is
resolved before taking any action with the draft agreement.  Thanks.
Jon

		
________________________________


		From: Nevett, Jonathon 
		Sent: Tuesday, December 12, 2006 11:35 AM
		To: Dahlquist, Raynor
		Cc: 'mshull@xxxxxxxxxxxx'; 'Gomes, Chuck';
kurt.pritz@xxxxxxxxx
		Subject: RRA Changes
		Importance: High

		 

		Dear Raynor:

		 

		We received a letter yesterday from VeriSign dated
December 6th requesting that we execute an attached copy of the new
Registry-Registrar Agreement for the .com regsitry.  The letter states
that the agreement provided is "the new ICANN approved .COM
Registry-Registrar Agreement that will take effect and supersede your
existing .COM Registry-Registrar Agreement with VeriSign, Inc on 30
December 2006." 

		 

		In the abundance of caution, we compared the copy of the
agreement attached to the letter with the agreement actually approved by
the ICANN Board and the U.S. Department of Commerce as Exhibit 8 to the
.com Registry Agreement
(http://www.icann.org/topics/vrsn-settlement/revised-appendix8-clean-29j
an06.pdf), and there are both substantive and non-substantive
differences between the version VeriSign sent to us for execution and
the version approved by ICANN and the DOC.  These changes include adding
various VeriSign-affiliated parties to the agreement.  

		 

		I brought this situation to ICANN's attention.
According to Kurt Pritz, ICANN was aware of  VeriSign's request to ICANN
to make the substantive and non-substantive changes, but stated in no
uncertain terms that ICANN has not "approved or adopted" any changes to
the RRA as required in Section 6.1.  Therefore, VeriSign's statement
that ICANN approved the version of the agreement sent to us is false.
Moreover, not only did VeriSign misrepresent that it received ICANN
approval to change the agreement, it also failed to inform registrars of
the changes from the version posted on the ICANN website.  

		 

		I find it remarkable that VeriSign would try to change
the terms of the RRA in this manner, regardless of the substance of the
changes.  This kind of behavior is unacceptable and violates the terms
and spirit of our relationship.  Indeed, we should be trying to engage
in a period of healing after the long and sometimes bitter dispute over
the advisability of the new .com registry agreement.  Instead, VeriSign
apparently is engaging in deceptive and obfuscating behavior.

		 

		First, please let me know how you plan on rectifying
this situation.  Second, we should discuss a procedure for making future
changes to the .com and .net RRAs so we don't continue to repeat this
same scenario every few years.   As per the terms of the contract, ICANN
must approve any changes to the agreement.  As a transparent
organization, ICANN should give the other party to the agreement - the
registrars - an opportunity to review and comment on proposed changes
before they are approved.  It is irrelevant whether VeriSign or ICANN
believes that such changes are substantive.  Any changes to a contract
to which registrars are a party should be shared with us before they are
approved.  Something that may appear to be benign to ICANN or VeriSign
might have some unintended consequence to other parties to the
agreement.  Third, if VeriSign does seek to change certain provisions of
the agreement from the version ICANN and the DOC recently approved, I
suggest that it seek to delete Section 6.15(a)(6), which still refers to
a Surety Instrument that VeriSign removed from all other parts of the
contract.

		 

		I look forward to hearing back from you.

		 

		Best,

		 

		Jon

		 

		Jonathon L. Nevett

		Vice President and Chief Policy Counsel

		NetworkSolutions