Letter from Yasuo Sakamoto to Stuart Lynn
(30 January 2002)
Memorandum for the Transfer of Management and Administration
.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:
Article 1. Purposes
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").
Article 2. Transfer 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
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.
Article 5. Definition
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
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
2. For the purpose of securing public interest,
"JP Domain Name Advisory Committee" shall be established within
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
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
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
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
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.
Article 9. Governing Law
This Memorandum shall be governed and construed under the laws of Japan.
Article 10. Language
In case this Memorandum is prepared in any language other than Japanese,
the Japanese version shall prevail.
November 9, 2001
Jun Murai (sealed)
Japan Network Information Center
Kokusai Kogyo Bldg.6F, 2-3-4 Uchi-Kanda,
Chiyoda-ku, Tokyo, Japan
Koki Higashida (sealed)
Chief Executive Officer
Japan Registry Service Co., Ltd.
Fuundo Bldg.3F, 1-2 Kanda-Ogawamachi,
Chiyoda-ku, Tokyo, Japan
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The Internet Corporation for Assigned Names and Numbers.