--On Tuesday, 25 January, 2005 14:46 +0100 Harald Tveit Alvestrand <[EMAIL PROTECTED]> wrote:
> Despite the fact that the number of messages on the list > doesn't seem to be decreasing, I believe we are in fact making > progress. >... Harald (and Leslie), This is very encouraging. But there is a small, but IMO critical, collection of subjects on which I had hoped we would see some spontaneous clarification or at least that someone else would notice and ask. I note that Bob Kahn's recent note raises, in a different form, some of the questions raised below. Since this note was mostly written before his appeared on the list, and his note deserves careful study, I have not tried to modify the notes and questions below to reflect his comments. I do observe, however, that his note seems to suggest that the IPR and ISOC involvement issues are even more murky than they appeared to be when I drafted the text and questions that follow. It seems to me that the very essence of the plan that the BCP documents is rooted in: * A very clear process, with opportunities for community comment, on the general terms and conditions of any outsourcing arrangements, or, if the relevant tasks are to be performed internally, equivalent discussion and documentation. It is, of course, important to strike the balance between those considerations and the ability of the IAD and IAOC to negotiate and approve contracts, but the draft seems about right in that area. * An IAD who has been involved in RFP-writing and contract negotiation and who is satisfied that he or she can manage the relevant activities to the degree needed to meet community expectations. That IAD is to be managed by an IAOC which has oversight responsibility in those areas, and review and approval rights and responsibility over those RFPs and contracts. It is our intention that both be accountable to the IETF community for getting tasks performed, which implies that the need to have the tools (contractual and otherwise) needed to perform that work. Modulo some details that seem to be getting filled in, and some others that we can adjust as we go along if needed, I think the draft is about right in this area. If my memory is correct, the community very specifically did not give the transition team the authority to write and issue final/binding RFPs, to make the final IAD hiring decision, or to approve any long-term contracts or other agreements, precisely to preserve the clean set of relationships outlined above. In addition, it seems to me that another key goal is to have... * An orderly, predictable, and non-problematic situation with regard to IETF rights to all software, databases, documents, records, names, domains, web pages, and other materials that might be considered as "intellectual property", at least going forward. Again, I think the draft pretty much covers what we need. However, Leslie posted a note last Friday on behalf of the IASA Transition Team ("IASA Transition Team update on Secretariat 2005") that indicated that that negotiations were underway between CNRI and Neustar to sell Foretec to the latter. I have no opinion about whether that is a good idea or not. It may be strictly an issue between those two companies. However, I am extremely unclear about where that plan leaves the provisions that so many of us have put so much time into working out the details and refinements for the draft BCP. I don't necessarily object to the deal and the questions below should be taken just as questions, with no particular bias about the answers or the conclusions to be drawn from them. But I think it is important that the community have answers to these sorts of questions before we sign off on the BCP. Indeed, since many people have noted that, regardless of what is in the BCP, we will almost certainly need to revise it in a year or so after experience accumulates, I have to wonder whether, if the proposed deal with Neustar preempts any of the key goals or methods posited by the BCP, whether it would make sense to approve a much-abbreviated version now, post -06 only as an Internet-Draft, and come back to it in a year or so after we have that experience. 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? (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? (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? (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"? (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? (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? (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? (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". (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. (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. (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? Note that I'm not asking questions about the "proposed relationship framework". The statements may be fine. They may go too far or not far enough. But they don't come out of the process to which I believe the community agreed and I'm trying to understand where that leaves us, both with regard to the secretariat and with regard to whether this leaves much of the BCP in an "overtaken by events" state. regards, john _______________________________________________ Ietf mailing list Ietf@ietf.org https://www1.ietf.org/mailman/listinfo/ietf