IASA Call 11:00 AM EST February 9, 2005.txt

IASA Call 11:00 AM EST February 9, 2005.

Participants :

Harald Alvestrand
Lynn St. Amour
Steve Crocker
Leslie Daigle
Kurtis Lindqvist
Lucy Lynch
Jorge Contreras [guest] Counsel for the IETF
Mark Foster [guest] from NeuStar

Marshall Eubanks [scribe]

Agenda :

Discussion with NeuStar
Approval of Minutes
Other Business

Mark Foster of NeuStar joined the call at the beginning of the meeting, and was invited to provide
his description of the status of the transition.

Mark Foster described the status of negotiations with Bob Kahn and CNRI.

NeuStar due diligence has been delayed due to the need to resolve certain business issues in the
negotiations with CNRI. Having resolved those issues, due diligence is now proceeding.

The key outstanding elements relate to Intellectual Property Rights (IPR), the current BCP and the
proposal of setting up a trust for the purpose of holding existing IPR.

NeuStar intends that any new IPR be produced under a work for hire basis so that it can be assigned
to the IETF, however, it is not sure that this will be possible under the proposed structure.

NeuStar needs to know as soon as possible if the IPR trust construct is a viable path for both CNRI
and the IETF, as this has now become a critical path issue. NeuStar lead corporate counsel Jeff
Neuman and its head of development have had a conversation with Bob Kahn about what problems can be
avoided by establishing the trust.

At the same time, Mark Foster explained that NeuStar was not an intermediary or negotiator on this
issue, and that they have tried as hard as they can to not inadvertently step into the role as a
mediator between CNRI and other parties.

Steve Crocker asked for an explanation of how setting up a Trust differs from simply signing all of
the IPR over to the ISOC.

Mark Foster explained that in the discussions to date that that NeuStar has separated the IPR into
two "buckets," one being the IPR in the trust, and the other being the IPR that will be conveyed to
NeuStar, which can then be licensed to the IETF,

The IPR in the last bucket is primarily the software, and Foster stated that NeuStar would have no
difficulty in immediately transferring or even open sourcing it, which is what they currently plan
on doing.

Leslie Daigle asked about the derivative works, and Mark Foster explained that the issues primarily
revolve around the databases (of meeting participants, etc.), and that it was now clear that the
community IPR is thus not just trademarks, but also the databases, and that that was primarily where
the derivative works come in.

Foster also explained that NeuStar has pressed very hard about the details of the Massachusetts
trust, resulting conceptual agreement that the trust members are only the IAOC. NeuStar hopes that
this will progress quickly to avoid any need for transitional structures, which might take longer to
set up than any time they would save.

The Team and Foster then discussed writing down operational guidelines for IPR, as IASA has an
educational problem in that the IETF and the Transition Team do not know all of the details of what
has been done in the past.

Mark Foster reminded the team that privacy laws differ widely between US and EU and the Asia-Pacific
Rim region, and that this will need to be considered carefully since the IETF has international

Foster also offered the assistance of the Foretec staff, and reminded the Team that Bob Kahn had
written a note trying to specify what a trustee needs to do.

The consensus of the Team was that operational guidelines needed to be written, but that these
details were not appropriate for the BCP, but should go in another document, which the Team should
take the lead in writing.

Steve Crocker asked Mark Foster about the time table for the transition. Foster explained that
further delays would cause complications in dealing with financial calculations for the transfer,
which were nominally zero-based at the start of the year, and expressed concern that key people in
Foretec might be lost through delay and its accompanying instability and uncertainty.

Foster again expressed the desire for feedback about the IAOC trust construct so that they could
move forward.

A discussion ensued about the possibility of changing the trust after its inception, and Jorge
Contreras advised that the Team should assume that IASA would have to live with the rules that were
agreed to at the start.

The question of legal standing to hold a trust was discussed, and Contreras explained that in his
opinion if the legal standing did not exist, it could be made to when necessary.

At this time, as time was running short and there was other business. Leslie Daigle thanked Mark
Foster and Jorge Contreras and requested that they leave the call, which they then did.

Leslie Daigle brought up the minutes. Lucy Lynch moved that the Team approve the minutes for 1/13,
1/18, 1/25 and February 1. This was seconded and the minutes were approved.

Leslie Daigle asked Kurtis Lindqvist to take the lead in preparing a draft of the IPR operational
guidelines document, which he agreed to do.

Kurtis Lindqvist reminded the Team that next week it needed to start reviewing job applications, and
proposed a separate phone call devoted to this. After discussion of call times, Tuesday Noon EST was
picked for this call.

Lucy Lynch volunteered to collate information on the current candidates and distribute to to the

The Team then discussed the note between from the ISOC Board to the CNRI Board about a future joint
meeting of the Boards, which had been circulated to the Team in draft form. The Team agreed that any
such note is a communication between the ISOC and CNRI Boards independent of the IASA, and that,
while the Team is interested, it should not be directly involved.