Detailed Neustar answers (Re: Progress report......)

[Harald Tveit Alvestrand <harald at alvestrand.no>]

In this note, I'll attempt to answer each of your questions as they were 
written. Note - these are my opinions only; I have NOT cleared them with 
the rest of the transition team.

Snipping off the introductory material:


> In particular, Leslie's note raises the following questions for
> me.
> If others have other questions, I think this is the right time
> to identify them.
>
> (1) The note indicates that "the Transition Team is favorably
> inclined to consider a proposal from NeuStar for continuing
> Secretariat services...".  Does that language imply that the
> Transition Team believes that it has the authority to accept
> such a proposal, without waiting for the IAD and IAOC to be in
> place?

No.

The transition team believes that it is able to form an opinion, state that 
opinion to Neustar, and present that opinion to the community and the IAOC 
when that is established, but it does not have the authority to bind either 
the IETF, ISOC or the future IAOC.

> (2) During the brief, and (I believe necessarily) very indirect,
> discussion of this plan at the Washington Plenary, it seemed to
> be the plan that such a transfer would involve a transfer of any
> and all CNRI IPR claims (past, present, or future) that related
> to the IETF, its name, its work, etc., to the purchaser.  The
> note says "All future intellectual property will be
> unequivocally accessible to the IETF and the community".  Does
> that imply that this deal would leave some past or present IPR
> issues unresolved?

This is called "wiggle room".... at the current state of negotiations, it 
seems that CNRI intends to give Neustar permission to use some IPR that 
relates to the IETF, but will not transfer that IPR to Neustar. If it is 
transferred at all, it will be transferred to an entity that the IETF or 
its representative approves of. (Note: This is my interpretation of CNRI's 
stance as of some time ago. I can give no guarantees either that it was 
correct then or that it is still correct.)
(Note(2): The statement above does not say anything about what I believe 
that CNRI owns. Separate topic.)
However, once Neustar enters into a contract with the IAOC, I believe that 
the contract will state that IPR created under that contract will be 
unequivocally accessible to teh IETF and the community. Neustar has said 
that this is something they want to be clear, and are happy with.

> (3) Assuming Neustar acquires all of the putative CNRI IPR
> rights in this deal, is the planned transfer when the
> Neustar/Foretec "arrangement" (I notice that the note doesn't
> say "contract") ends, or are they prepared to transfer all of
> those claimed rights to the IETF/IASA/ISOC unconditionally and
> as soon as they acquire them?

See above - Neustar has indicated that it will be happy to transfer any 
rights that it acquires to IETF/IASA/ISOC as soon as possible, but there 
are rights that it does not expect to acquire.

> (4) I'm listing this separately because it really isn't an IPR
> issue as such, but...   From time to time, there have been
> suggestions that, if ISOC assumes any role in operating,
> sponsoring, or overseeing the IETF Secretariat or related
> functions, CRNI would sue them under the terms of an agreement
> that CRNI believes was made some years ago.  If Neustar, or
> someone else, acquires of ownership, does CNRI intend to
> irrevocably waive any rights it might have (or believe it has)
> against ISOC, the IETF, or anyone else to operate or oversee the
> secretariat or to determine who does operate the secretariat?
> If they do not, where does that leave us with regard to getting
> the IASA up and functioning as "an IETF-controlled activity
> within the Internet Society"?

I'll leave the details of the ISOC/CNRI relation to Bob Kahn - I still have 
not seen a statement that makes it clear exactly what the issue is. The 
closest I have come is the statement that "we had a firm verbal agreement", 
but exactly what the terms of that agreement were, I cannot tell.

> (5) The note indicates three other goals which this deal would
> accomplish, namely:
>
> > o The IASA operation will be in place as an IETF-controlled
> > activity within the Internet Society
> >
> > o There will be full financial transparency and accountability
> >
> > o There will be full management accountability
>
> The first of these seems to be to be entirely between the IETF
> community and ISOC, as documented in the draft BCP.  It seems to
> me that, at least modulo the issue raised in (4) above,
> arrangements between CNRI, Neustar, or others are neither
> necessary nor sufficient (or even contributory) for that to
> occur.  Do I misunderstand something about this, or are there
> conditions and considerations in this arrangement (such as
> concerns about the possible litigation referred to above that
> the transition team (and/or IAB, IESG, or ISOC) have not told
> the community about?
>
> "Full financial transparency and accountability" and "full
> management accountability" are principles, lacking operational
> definitions.   As I understand the BCP, part of the role that
> the community is delegating to the IAD and IAOC (subject to a
> greater or lesser amount of community review once they generate
> proposals and drafts) was to translate those principles into
> contractual language and to accept proposals only from those who
> were willing to agree to them.  Is a Neustar/Foretec definition
> now to be substituted?  A Transition Team definition?   And, if
> the answer to either of those questions is "yes", what mechanism
> is anticipated for community input and (pre-decision) review?

As the transition team understands it, IETF will establish the IASA no 
matter what happens between CNRI and Neustar. If the Neustar deal goes 
through, Neustar has said that it is happy to write a contract with IASA 
that specifies the transparency and accountability requirements that it 
enters into. While I should be careful about predicting the outcome of 
negotiations that haven't occured yet, Neustar seems very open to embedding 
the kinds of principles that we are looking for.

Until we have the contract in place, we will be in the same situation as we 
are today: We are looking at, and discussing with, a body that performs a 
secretariat function that helps us get our work done, but the IETF has no 
formal control over what that body does, and that body has no formal 
obligation to the IETF. No change.....

> (6) Another statement in the note is that...
>
> > 1. This arrangement would be for a limited period of time,
> > after which the IASA will review the performance and proceed
> > to an open RFP (in which this new company could reasonably
> > compete)
>
> I have two questions about this as written (I may just be
> reading too much into the text).   The first is another one of
> those issues about contracts (or "arrangements" in lieu of
> contracts) in advance of the IAOC being in place.  Who
> determines what is an appropriate period of time?
> Neustar/Foretec?  The Transition Team?  In the (IMO extremely
> unlikely) event that their performance is unsatisfactory, will
> the "arrangement" come with early termination clauses that IAOC
> can exercise without litigation and without loss of any rights?

In this paragraph, the "arrangement" was intended to mean the contract that 
is negotiated beween Neustar and the IAOC. That contract will have an end 
date, and it WILL have early termination clauses.

> (7) The notion of a performance review _at the end of_ that
> "limited period of time" is a variance with several of the
> discussions that have been going on about the BCP in recent
> days.  Can it be brought into better alignment with whatever the
> BCP discussions conclude?

I'm not sure what alignment mismatch you see - the BCP is (deliberately) 
not terribly prescriptive on when performance reviews occur.
I'm certain some evaluation will be continuous, but it seems logical to do 
a "zero-based" performance review (ie don't just look at "is it doing 
better than before" but "is it within <delta> of the best we can achieve 
given our situation") as the time draws near when the IASA has to decide 
what to do next.
> (8) Is "an open RFP  (in which this new company could reasonably
> compete)" intended to be consistent with the "no assumption that
> the task is needed (at least as defined), no assumption that all
> staff are indeed needed, etc." model that was formerly described
> as "zero base".

Yes.

> (9) When that hypothetical "open RFP" is issued, will the new
> organization get any special status as a consequence of
> incumbency?  E.g., will the RFP (or evaluation process for bids)
> permit them to claim some advantage on the basis of familiarity
> with the IETF and its work, prior good deeds, familiarity with
> custom-built tools, or similar experience?   While logic argues
> that they should --greater familiarity should translate to
> improved efficiency and/or lower costs-- the effect could be
> similar to a permanent allocation to Neustar/Foretec (unless
> they screw up), under conditions not completely determined by
> the IASA, which might make many of the efforts of the last few
> months somewhat irrelevant.

The organization will certainly be able to argue for lower transition costs 
and a less steep learning curve. I believe that it would be foolish not to 
allow them to make that argument.
However, I (personally) think that there's value in flexible thinking about 
where resources are allocated - for instance, the transition team has 
briefly considered the option of making "permanent institutional memory" in 
the form of archives a separate task that is carried out outside the 
present "secretariat" framework - since Carl's reports indicate that this 
task may need a different skillset, and different resources, than the 
secretariat currently has.

> (10)  I also wonder about the possible interactions between this
> arrangement and the process of selecting an IAD.   If the basic
> IASA design stays in place, as the note indicates, the IAD is
> responsible to the IASA and the IETF for the performance of the
> Secretariat operator (or, more specifically, for the
> standards-support and meetings functions).    Under the model as
> outlined in the draft BCP, the IAD can presumably arrange the
> RFPs and contracts so as to have adequate controls _in the
> judgment of whomever is the IAD_ to make that level of
> responsibility feasible.  If the IAD doesn't have any control
> over what is in those contracts, but still have responsibility
> for performance, isn't that going to make it much more difficult
> for us to persuade someone competent (and sane) to take that
> position?   Do we need to change the BCP to relax the IAD's
> responsibilities for ensuring performance during the term of
> this "arrangement"?
>
> Or, more generally, if the IAD is expected to act merely as a
> conduit for information between the IETF leadership and
> Neustar/Foretec, is the job description correct (at least for
> the duration of the Neustar arrangement) and does the job really
> require a full-time person.

I believe the IAD should be negotiating those contracts, and that these 
contracts should have adequate controls. And I believe that this can EASILY 
consume a full-time employee.....

> (11) Finally, if this arrangement is going to be concluded
> before the full IAOC is seated and the IAD is hired, what is the
> mechanism by which the IETF community gets to review and approve
> the arrangement itself?  Will there be a document that responds
> to the questions above and that specifies general mechanisms for
> operation that is Last Called?     Are the conditions of this
> arrangement likely to override the provisions of the draft BCP
> in any way, especially with regard to reviews and appeals and,
> if so, how will community input be obtained on whether those
> conditions are appropriate?  And will be draft BCP be modified
> with a good deal of "during the Neustar/Foretec transition
> period" language or do we intend to start ignoring its
> provisions even before we have settled on them?

The arrangement between CNRI and Neustar is out of our control, except for 
the fact that Neustar will not enter a deal that it believes the IETF will 
not accept.
The contract between Neustar and IASA will not be concluded before the IASA 
is in place - the transition team cannot bind the IASA.

In conclusion - I believe the Neustar arrangement does not lead to the need 
for changes to the BCP. We still need all the BCP mechanisms.

                      Harald 

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