Cooperative Research & Development
Agreement
Article 1. INTRODUCTION
This Cooperative Research and Development Agreement (CRADA) between the
United States Department of Commerce (Commerce), as represented by the
National Institute of Standards and Technology (NIST) and the National
Telecommunications and Information Administration (NTIA), and the Internet
Corporation for Assigned Names and Numbers (Collaborator) will be effective
when signed by Commerce and Collaborator (the Parties). The research and
development project(s) which will be undertaken by each of the Parties
in the course of this CRADA is detailed in the Statement of Work (SoW)
which is attached as part of Appendix A.
Article 2. DEFINITIONS
As used in this CRADA, the following terms shall have the indicated meanings:
2.1 "Background Invention" means any invention of any Party
conceived outside of this CRADA.
2.2 "Cooperative Research and Development Agreement" or "CRADA"
means this Agreement, entered into by Commerce pursuant to 15 U.S.C.
3710a.
2.3 "Principal Investigator" or "PI" means the person
designated respectively by each Party to this CRADA who will be responsible
for the scientific and technical conduct of the research.
2.4 "Project Team" means all personnel assigned by the Collaborator
to conduct the research designated in this Agreement.
2.5 "Proprietary Information" means confidential scientific,
business, or financial information, which may embody trade secrets provided
by the Collaborator to Commerce in the course of this CRADA, and developed
exclusively at private expense, except if such information:
2.5.1 was in Commerce's possession before receipt from the Collaborator;
or
2.5.2 is or becomes a matter of public knowledge through no fault
of Commerce; or
2.5.3 is received by Commerce from a third party without a duty of
confidentiality; or
2.5.4 is disclosed by the Collaborator to a third party without a
duty of confidentiality on the third party; or
2.5.5 is independently disclosed by Commerce with the Collaborator's
prior written approval; or
2.5.6 is independently developed by Commerce without reference to
information disclosed hereunder.
2.6 "CRADA Data" means all recorded information first produced
in the performance of this Agreement, including software.
2.7 "Commerce" means the Department of Commerce only as represented
by the National Institute of Standards and Technology and the National
Telecommunications and Information Administration.
Article 3. COOPERATIVE RESEARCH
3.1 Research Plan and Changes. The Statement of Work (SoW) of
this CRADA, its duration, and its objectives are detailed in Appendix
A. The research under this CRADA shall be performed on a reasonable
efforts basis. Collaborator certifies the correctness of the information
contained in Appendix A.
3.2 Reviews and Reports. Periodic conferences shall be held
by Commerce and the Collaborator to review work progress. Parties shall
exchange formal written interim progress reports and final reports on
a schedule as set forth in Appendix A.
3.3 Principal Investigators. Commerce shall be the supervising
Federal agency, both administratively and scientifically, for this CRADA.
The NIST PI is responsible for the scientific and technical conduct
of this project on behalf of NIST. The NTIA PI is responsible for the
scientific and technical conduct of this project on behalf of NTIA.
The designated Collaborator PI is responsible for the scientific and
technical conduct of this project on behalf of the Collaborator. The
Collaborator shall designate the Project Team in Appendix A of this
Agreement.
3.4 Project Team. While at Commerce facilities, the Project
Team shall pursue its activities according to the work schedule and
under the Government security and conduct regulations that apply to
Federal Government employees. The project team shall conform to the
Standards of Ethical Conduct for Employees of the Executive Branch
(Executive Order 12674 and 5 C.F.R. Part 2635), hereby made part of
this Agreement, to the extent that these standards prohibit private
business activities or interests incompatible with the best interest
of Commerce. Individuals selected to work at the other Party's laboratory
will be subject to the acceptance by that Party. Such acceptance shall
not be unreasonably withheld.
3.5 Change in Collaborator Status. Collaborator agrees to notify
Commerce within thirty days should it become subject to the control
of a foreign company or government at any time during this Agreement,
or if any other change occurs relevant to Appendix A.
Article 4. FINANCIAL OBLIGATIONS
4.1 Commerce and Collaborator Contributions. Each Party's contribution
to the CRADA is listed in Appendix A. Payment schedules, if applicable,
are also indicated in Appendix A. The Collaborator shall provide directly
for travel and related expenditures for its Project Team. Commerce may
not contribute funds to a non-Federal collaborator.
Article 5. TITLE TO EQUIPMENT
5.1 Equipment. Equipment purchased by Commerce, NTIA or NIST
with funds provided under this CRADA by the Collaborator shall be the
property of Commerce, NTIA or NIST respectively. All equipment loaned
under this CRADA by a Party remains the property of that Party unless
the Parties agree in writing on some other disposition. Each Party's
equipment will be returned to the lending Party at the lending Party's
expense and risk as soon as practical after termination of the Agreement.
Article 6. TREATMENT OF PROPRIETARY
INFORMATION
6.1 Protection. Each Party agrees to limit its disclosure of
Proprietary Information to the other to the amount necessary to carry
out the SoW of this CRADA. The Collaborator shall place a Proprietary
Information notice on all information it delivers to Commerce under
this Agreement, which the Collaborator asserts is proprietary. Commerce
agrees that Proprietary Information shall be used only for the purposes
described in the attached SoW. Except where Commerce is legally obligated
to release information pursuant to the Freedom of Information Act (5
U.S.C. 552), or other requirement of law, Proprietary Information
shall not be disclosed or otherwise made available in any form to any
other person, firm, corporation, partnership, association or other entity
without the written consent of the Collaborator. Commerce agrees to
use its best efforts to maintain the confidentiality of Proprietary
Information. Commerce will promptly notify the Collaborator of requests
for Collaborator's Proprietary Information. The Collaborator agrees
that Commerce is not liable for the disclosure of information designated
as Proprietary which, after notice to and consultation with the Collaborator,
Commerce determines may not lawfully be withheld or which a court of
competent jurisdiction requires disclosed.
Article 7. CRADA Data
7.1 CRADA Protected Information. In accordance with section
12(c)(7)(B) of the Stevenson-Wydler Technology Innovation Act of 1980
(15 U.S.C. 3710a(c)(7)(B)), as amended, Commerce agrees not to disseminate
'CRADA Protected Information' for a period of five (5) years after its
development. 'CRADA Protected Information' is information first produced
in the performance of this Agreement, which would be a trade secret
that would be treated as privileged or confidential if the information
had been obtained from a non-Federal party. Commerce will treat such
information (to include software, documentation and other research results
developed under this agreement) as exempt from disclosure for a period
of five (5) years under the provisions of subchapter II of Chapter 5
of Title 5, United States Code. Nothing in this Article shall be construed
to prevent Commerce from exercising the license provided for in Article
7.3.
7.2 Copyrights of CRADA Data. Collaborator may elect to copyright
works or those identifiable portions of a joint work, developed solely
by a Project Team member. When Collaborator obtains a copyright, Collaborator
shall affix the applicable copyright notice of 17 U.S.C. 401, 402,
and 403, and an acknowledgment of the scientific and technical contributions
of Commerce.
7.3 Government License. Notwithstanding the provisions of Article
7.1 and 7.2, the Collaborator grants to the U.S. Government an unlimited,
paid-up, non-exclusive, irrevocable world-wide license to CRADA Data
and works, and to any background invention or works required to practice
the CRADA data and works. CRADA Data or works prepared by Commerce employees,
and CRADA Data prepared jointly by Commerce employees and the Project
Team, are not subject to copyright in the United States pursuant to
section 105 of title 17 of the United States Code. Commerce may own
copyright in such works outside of the United States.
Article 8. TERMINATION
8.1 Notices. The Collaborator and Commerce each have the right
to terminate this Agreement upon 30 days notice in writing to the other
Party.
8.2 Termination After Change of Control. Commerce may terminate
this Agreement immediately if direct or indirect control of the Collaborator
is transferred to a foreign company or government; or, if Collaborator
is already controlled by a foreign company or government, if that control
is transferred to another foreign company or government.
Article 9. DISPUTES
9.1 Settlement. Any dispute arising under this Agreement which is not
disposed of by agreement of the Parties shall be submitted jointly to
the signatories of this Agreement. A joint decision of the signatories
or their designees shall be the disposition of such dispute. If the
Parties cannot reach a joint decision, any Party may terminate this
Agreement immediately.
9.2 Continuation of Work. Pending the resolution of any dispute or
claim pursuant to this Article, the Parties agree that performance of
all obligations shall be pursued diligently in accordance with the direction
of the Commerce signatories.
Article 10. LIABILITY
10.1 Property. The U.S. Government shall not be responsible
for damage to any property of the Collaborator provided to Commerce
pursuant to this Agreement.
10.2 Indemnification.
10.2.1 Conduct of Employees. Members of Collaborator's Project
Team assigned to this SoW are not employees of Commerce. The Collaborator
shall indemnify and hold harmless the U.S. Government for any loss,
claim, damage, or liability of any kind to the Collaborator's Project
Team arising in connection with this Agreement, except to the extent
that such loss, claim damage or liability arises from the negligence
of Commerce or its employees. Commerce's responsibility for payment
of tort claims in connection with the performance of work under this
Agreement is governed by the Federal Tort Claims Act.
10.2.2 Collaborator's Use of Commerce's Research. The Collaborator
shall indemnify and hold harmless the U.S. Government for any loss,
claim, damage, or liability of any kind arising out of the use by
the Collaborator, or any Party acting on its behalf or under its authorization,
of Commerce's research and technical developments or out of any use,
sale or other disposition by the Collaborator or others acting on
its behalf or with its authorization, of products made by the use
of Commerce's technical developments.
10.3 Force Majeure. Neither Party shall be liable for any unforeseeable
event beyond its reasonable control not caused by the fault or negligence
of such Party, which causes such Party to be unable to perform its obligations
under this Agreement (and which it has been unable to overcome by the
exercise of due diligence), including, but not limited to, flood, drought,
earthquake, storm, fire, pestilence, lightning and other natural catastrophes,
epidemic, war, riot, civic disturbance or disobedience, strikes, labor
dispute, or failure, threat of failure, or sabotage of Commerce's facilities,
or any order or injunction made by a court or public agency. In the
event of the occurrence of such a force majeure event, the Party unable
to perform shall promptly notify the other Party. It shall further use
its best efforts to resume performance as quickly as possible and shall
suspend performance only for such period of time as is necessary as
a result of the force majeure event.
10.4 NO WARRANTY. THE PARTIES MAKE NO EXPRESS OR IMPLIED WARRANTY
AS TO ANY MATTER WHATSOEVER, INCLUDING THE CONDITIONS OF THE RESEARCH
OR ANY INVENTION OR PRODUCT, WHETHER TANGIBLE OR INTANGIBLE, MADE OR
DEVELOPED UNDER THIS AGREEMENT, OR THE OWNERSHIP, MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE OF THE RESEARCH OR ANY INVENTION OR
PRODUCT.
Article 11. MISCELLANEOUS
11.1 No Benefits. No member of, or delegate to the United States
Congress, or resident commissioner, shall be admitted to any share or
part of this Agreement, nor to any benefit that may arise therefrom;
but this provision shall not be construed to extend to this Agreement
if made with a corporation for its general benefit.
11.2 Governing Law. The construction validity, performance and
effect of this Agreement for all purposes shall be governed by the laws
of the United States.
11.3 Entire Agreement. This Agreement is intended to coexist
with, and to implement in part, the November 25, 1998, Memorandum of
Understanding Between the U.S. Department of Commerce and Internet Corporation
for Assigned Names and Numbers. This Agreement and that Memorandum of
Understanding constitute the entire agreement between the Parties concerning
the subject matter hereof and supersede any prior understanding or written
or oral agreement relative to said matter.
11.4 Headings. Titles and headings of the Sections and Subsections
of this Agreement are for the convenience of references only and do
not form a part of this Agreement and shall in no way affect the interpretation
thereof.
11.5 Amendments. If any Party desires a modification in this
Agreement, the Parties shall, upon reasonable notice of the proposed
modification by the Party desiring the change, confer in good faith
to determine the desirability of such modification. Such modification
shall not be effective until a written amendment is signed by all the
Parties hereto by their representatives duly authorized to execute such
amendment.
11.6 Assignment. Neither this Agreement nor any rights or obligations
of any Party hereunder shall be assigned or otherwise transferred by
either Party without the prior written consent of the other Parties
except that the Collaborator may assign this Agreement to the successors
or assignees of a substantial portion of the Collaborator's business
interest to which this Agreement directly pertains.
11.7 Notices. All notices pertaining to or required by this
Agreement shall be in writing and shall be directed to the signatories.
11.8 Independent Contractors. The relationship of the Parties
to this Agreement is that of independent contractors and not as agents
of each other or as joint venturers or partners. Each Party shall maintain
sole and exclusive control over its personnel and operations.
11.9 The Use of Name or Endorsements. Collaborator shall not
use the name of NTIA, NIST or the Department of Commerce on any advertisement,
product or service which is directly or indirectly related to either
this Agreement or any patent license or assignment agreement which implements
this Agreement without Commerce's prior agreement. By entering into
this Agreement, Commerce does not directly or indirectly endorse any
product or service provided, or to be provided, by the Collaborator
its successors, assignees, or licensees. The Collaborator shall not
in any way imply that this Agreement is an endorsement of any such product
or service.
11.10 Rights to Background Inventions. No rights to Background
Inventions are conveyed by this Agreement, except as set forth in Article
7.3.
11.11 Duration of the Agreement. It is mutually recognized that
the duration of this project cannot be rigidly defined in advance, and
that the contemplated time periods for various phases of the SoW are
only good faith guidelines subject to adjustment by mutual agreement
to fit circumstances as the SoW proceeds. In no case will the term of
this CRADA extend beyond the term indicated in the SoW unless it is
revised in accordance with Section 11.5.
11.12 Full Execution. The Collaborator acknowledges that this
CRADA is not an offer to enter into a contract and cannot unilaterally
be made binding. No contract exists until this CRADA is fully executed
and signed by all parties, including the Collaborator and the appropriate
Commerce representatives.
11.13 Survivability. The provisions of Articles 6, 7, and 10
shall survive the termination of this CRADA.
IN WITNESS WHEREOF, the Parties have caused this Agreement
to be executed by their duly authorized representatives as follows:
Signatory for the Collaborator:
________________________________
Michael M. Roberts Date
Interim President and CEO
Mailing Address for Notices:
Michael M. Roberts
Internet Corporation for Assigned Names and Numbers
4676 Admiralty Way, Suite 330
Marina del Rey, CA 90292
|
Signatories for the Department of Commerce
The National Institute of Standards and Technology:
________________________________
Michael R. Rubin Date
Deputy Chief Counsel
_____________________________
Bruce Mattson Date
Chief, Industrial Partnerships Program
_____________________________
William Mehuron Date
Acting Director
Information Technology Laboratory
Mailing Address for Notices and Informational Copies:
Attention: Dr. Bruce E. Mattson
National Institute of Standards and Technology
Building 820, Room 213
Gaithersburg, MD 20899
|
National Telecommunications and Information Administration
______________________________
Larry Irving Date
Assistant Secretary for
Communications and Information
|
Appendix A
The Research Plan
Commerce requires the information listed below. The contents of
this Appendix are for public disclosure.
1. Collaboration Project Title. (Please provide
a brief project title which Commerce may use for public disclosure and
management reporting.): Improvements to Management of the Internet Root
Server System
2. Company Name and Address (city, state, and
zip code):
Internet Corporation for Assigned Names and Numbers
4676 Admiralty Way, Suite 330
Marina del Rey, CA 90292
3. Licensing of Background Inventions belonging
to NIST or NTIA. CRADA partners may apply for exclusive or nonexclusive
licenses in Background Inventions belonging to NIST or NTIA. Collaborator
hereby states that:
PLEASE CHECK THE APPROPRIATE BOX
[x] Collaborator is not engaged in discussions
with NIST or NTIA (please identify, if any) concerning a NIST or NTIA
Background Invention that is related to the work done under this CRADA.
[ ] Collaborator is engaged in discussions
with NIST or NTIA (please identify, if any) concerning a NIST or NTIA
Background Invention that is related to the work done under this CRADA.
4. NIST's and NTIA's Principal Investigators
(please provide name, mail address, and telephone number):
(The NIST or NTIA P.I. may change at management's sole discretion.)
Craig W. Hunt
National Institute of Standards and Technology
Building 820, Room 464
Gaithersburg MD 20899
(301) 975-3827
|
Karen Rose
National Telecommunications and Information Administration
HCHB 4712
Washington DC
(202) 482-1304
|
5. Collaborator's Principal Investigator (please
provide name, mail address, and telephone number):
Michael M. Roberts
339 La Cuesta Drive
Portola Valley, CA 94025-7534
(650) 854-2108
6. Proposed Duration and Schedule for the CRADA:
Start of project: May 15, 1999
Interim report: December 31, 1999
Proposed completion/final report: September 30, 2000
7. Collaborator Personnel, Services, Facilities,
Intellectual Property, Equipment, and/or Funds Contributions are Listed
as Follows:
Personnel: 4 personnel, devoted part-time.
Services: Collaborator will provide administrative support to this project
using office staff employed by collaborator. Legal services required
by Collaborator will be through its retained counsel (Jones, Day, Reavis & Pogue).
Adjunct personnel: Collaborator expects to obtain additional assistance,
including from current operators of various of the existing root servers,
through its Root Server System Advisory Committee and otherwise.
Facilities: Collaborator will contribute necessary office and laboratory
facilities at 4676 Admiralty Way, Marina del Rey, CA.
Intellectual property: Collaborator will contribute to this project
various existing licenses to necessary software. In addition, collaborator
expects to develop additional software for use in this project.
Equipment: Collaborator will contribute existing computer and networking
equipment. In addition, by arrangement with present and future root
server operators, collaborator expects to secure the use of various
root servers as needed for this project.
Funds: Collaborator will contribute funds as needed, in an amount not
subject to an accurate estimate at this time due to the nature of this
research and development project. Among other things, collaborator is
in process of purchasing additional computer and networking equipment
and related software for use in this project. In addition, collaborator
will contribute funds to secure meeting facilities as necessary for
its Root Server System Advisory Committee.
8. NIST and NTIA Personnel, Services, Facilities,
Intellectual Property, and/or Equipment Contributions are Listed as Follows:
(management reserves the right to replace these staff members at its sole
discretion.)
Craig W. Hunt (NIST)301/975-3827
Karen Rose (NTIA)202/482-1304
9. Collaborator's Project Team (please list):
Name
Michael M. Roberts
Suzanne Woolf*
Josh Elliott*
Joyce K. Reynolds*
|
Telephone
650/854-2108
|
(*=Services of these personnel currently available to collaborator under
loanout agreement with the University of Southern California Information
Sciences Institute.)
It is contemplated that some or all of the root server operators will
agree to participate in this project as team members (see SoW below).
In addition, Collaborator may engage additional experts to participate
in this project as team members. As appropriate, Collaborator will revise
this section under Section 3.3 to reflect any updates to team membership.
10.The Statement of Work (SoW):
The parties will collaborate on a study and process for making the management
of the Internet (DNS) root server system more robust and secure. The collaboration
will address:
Operational requirements of root name servers, including host hardware
capacities, operating system and name server software versions, network
connectivity, and physical environment.
Examination of the security aspects of the root name server system
and review of the number, location, and distribution of root name servers
considering the total system performance, robustness, and reliability.
Development of operational procedures for the root system, including
formalization of contractual relationships under which root servers
throughout the world are operated.
The study will address the technical management of the entire Internet
(DNS) root server system, including all (currently thirteen) root servers
located throughout the world and the techniques and equipment for generating,
maintaining, and distributing authoritative root zone files. The study
will include formulation of the operational procedures, requirements,
and protocols referenced above through engineering analysis and will
be accomplished with appropriate consultation with affected parties,
including existing operators of the Internet root server system, through
use of collaborator's Root Server System Advisory Committee and otherwise.
After operational procedures, requirements, and protocols are formulated,
they will be evaluated by implementing them in a controlled manner on
the Internet (DNS) root server system. Any change(s) in the designated
authoritative source for root zone files must be approved by the Department
of Commerce in a separate document and nothing in this SoW or this Agreement
is intended to direct such a change.
Appendix
B
NIST Employee
Conflict of Interest Statement
As used in this Conflict of Interest Statement, the term "Collaborator"
refers to the specific organization(s) that is/(are) proposed as a signator(s)
of this Cooperative Research and Development Agreement.
I understand that I, my spouse, and other relatives living with me may
not engage in activities or relationships that present a real or potential
conflict of interest. This includes:
Financial interests that can be directly affected by the Collaborator
of this Agreement.
Employment with or promises of employment from the Collaborator.
Nonofficial relationships with the Collaborator that have or may have
a real or potential personal benefit.
There may be activities or relationships (past, present, or planned in
the future) with the Collaborator other than those listed above that may
raise a concern of real or apparent conflicts of interest. Such activities
or relationships should be briefly described below. In the event that
I become aware of any possible conflict of interest, I must notify my
Laboratory Director as soon as possible.
Signature of NIST Scientist
___________________________________
Date: ______________________________
Printed Name: ________________________
Organization: _________________________
RETURN FORM TO: CARLITTA FOSTER-HAYES, BLDG. 820, RM. 213
Comments concerning
the layout, construction and functionality of this site
should be sent to webmaster@icann.org.
Page Updated
08-Aug-2011
©1999, 2003 The Internet Corporation for Assigned
Names and Numbers. All rights reserved.
|