Letter from Yasuo Sakamoto to Stuart Lynn
Letter from Yasuo Sakamoto to Stuart Lynn
Attachment A-2
(30 January 2002)
Memorandum for the Transfer of Management and Administration
of the
.JP Top Level Domain
Japan Network Information Center (hereinafter referred to as "JPNIC") and Japan Registry Service Co. Ltd., (hereinafter referred to as "JPRS") enter into this Memorandum (hereinafter referred to as "this Memorandum") with regards to the transfer of the management and administration of the .JP top level domain as follows:
The purpose of this Memorandum shall be to state the agreed matters for the mutual cooperation between JPNIC and JPRS toward the execution of the agreement with regard to the transfer of the management and administration of the .JP top level domain from JPNIC to JPRS (hereinafter referred to as the "Transfer Agreement") and the execution of the ccTLD Sponsorship Agreement between JPRS and ICANN (hereinafter referred to as the "ccTLD Sponsorship Agreement").
The detailed terms of the transfer other than those stated in this Memorandum shall be set forth in the Transfer Agreement and such Agreement shall come into full force and effect only when all of the following conditions are satisfied:
1. Execution of the ccTLD Sponsorship Agreement;
2. Completion by JPNIC of necessary procedures for the transfer;
3. Passing of the Special Resolution by the Shareholders Meeting of JPRS; and
4. Other condition(s) as determined by and between JPNIC and JPRS.
Article 3. Subject Matter of Transfer
The subject matter of transfer shall be the management and administration of the .JP top level domain.
Article 4. Schedule for the Transfer
JPNIC and JPRS agree that the target date of the transfer under this Memorandum shall be as follows, subject to changes upon mutual consultation between JPNIC and JPRS:
1. Execution of the Transfer Agreement: mid of January, 2002;
2. Transfer, which shall also be the starting date for business operations by JPRS, : April 1, 2002.
In this Memorandum, the following definitions shall apply:
1. "JPNIC" means Japan Network Information Center ;
2. "JPRS" means Japan Registry Service Co. Ltd.;
3. "ICANN" means the Internet Corporation for Assigned Names and Numbers, a non-profit corporation incorporated under the laws of California, USA; and
4. "The Governmental Authority" means the accredited representative of the Japanese Government to the Governmental Advisory Committee of ICANN.
Article 6. Responsibilities of JPRS
1. JPRS acknowledges and understands that the management and administration of the .JP top level domain concerns public interest, and shall operate the management and administration of the .JP top level domain for the purpose of contributing to the sound development of the Internet community in Japan, as well as the global Internet community.
2. For the purpose of securing public interest, "JP Domain Name Advisory Committee" shall be established within JPRS.
3. JPRS agrees, for the purpose of securing public interest, to comply with the procedures administered by JPNIC and the Governmental Authority as set forth in Article 7.
4. JPRS shall adopt the JP Domain Name Dispute Resolution Policy established by JPNIC and implement the dispute resolution procedures thereof.
5. JPRS confirms that the management and administration of the .JP top level domain shall be operated in trust for the public interest and that JPRS shall not claim any property right with respect to the .JP top level domain itself.
6. JPRS shall comply with policies established under the ccTLD Sponsorship Agreement for the management and administration of the .JP top level domain.
7. JPRS shall not assign its status of the delegee as the manager and administrator of the .JP top level domain to any third party.
8. JPRS shall not sub-contract a part or all of the technical operations of the ccTLD registry without ensuring that the sub-contractor has the technical qualifications required by ICANN, and informing ICANN.
9. In case of sub-contracting of technical operations of the ccTLD registry or the administrative and management functions of the ccTLD, the sub-contract agreement must state that the delegation itself is an exercise of public right, and not an item of property.
10. JPRS shall enter into an agreement with the escrow agent approved under Article 7, paragraph 7 set forth below and escrow the registry data therewith.
11. JPRS shall continue to operate the management and administration of the .JP top level domain until re-transfer is determined under the procedures set forth in Article 7, paragraph 6.
12. If the succeeding transferee is appointed, JPRS shall transfer all the relevant registry data to the succeeding transferee.
13. JPRS shall comply with relevant laws and regulations in Japan, international law and international conventions in the operation of the management and administration of the .JP top level domain.
14. The provisions of paragraphs 1 through 13 of this Article shall remain applicable in case JPRS moves its principal office to a location outside of Japan.
Article 7. Securement of Public Interest
1. JPRS shall timely report to JPNIC the recommendations of the JP Domain Name Advisory Committee and JPRS's responses thereto. JPNIC shall promptly report this to the Governmental Authority.
2. JPRS shall, at least once annually, provide JPNIC with reports concerning financial, accounting and other matters as determined upon mutual consultation with JPNIC. JPNIC shall promptly report this to the Governmental Authority.
3. JPNIC and the Governmental Authority, upon the request from either of them, shall have a consultation to determine whether JPRS has breached Article 6, and in case such breach has been determined, JPNIC shall recommend JPRS to cure such breach.
4. In case the above recommendation is made pursuant to a material breach of the obligations set forth in Article 6, and JPRS fails to cure such breach without reasonable cause, JPNIC and the Governmental Authority shall, upon mutual consultation, issue to JPRS a prior written notice for the re-transfer.
5. In case JPRS fails, without reasonable cause, to cure such breach within a reasonable period following the receipt of the above notice, JPNIC and the Governmental Authority shall, upon mutual consultation, decide the re-transfer.
6. In case JPRS becomes bankrupt, insolvent, or the re-transfer set forth above is decided, JPNIC and the Governmental Authority shall, upon mutual consultation, decide the succeeding transferee.
7. JPNIC and the Governmental Authority shall approve the appointment of the escrow agent with which JPRS enters into an agreement. The escrow agent shall, upon the determination of the re-transfer set forth above, promptly provide the succeeding transferee with the registry data.
Article 8. Cost for the Transfer
In case costs for the transfer have been incurred, the payment of such costs and the terms of payment shall be determined in a fair manner upon mutual consultation between JPNIC and JPRS.
This Memorandum shall be governed and construed under the laws of Japan.
In case this Memorandum is prepared in any language other than Japanese, the Japanese version shall prevail.
November 9, 2001
Jun Murai (sealed)
President
Japan Network Information Center
Kokusai Kogyo Bldg.6F, 2-3-4 Uchi-Kanda,
Chiyoda-ku, Tokyo, Japan
Koki Higashida (sealed)
President
Chief Executive Officer
Japan Registry Service Co., Ltd.
Fuundo Bldg.3F, 1-2 Kanda-Ogawamachi,
Chiyoda-ku, Tokyo, Japan
