------------------------------------------------------------------------
APNIC Document identity

 Title:    APNIC and NIR Member Relationship Agreement
 
 Short title:                     nir-agreement
 Document ref:                    APNIC-126
 Version:                         003
 Date of original publication:    19 March 2012
 Date of this version:            06 March 2013
 Review scheduled:                n/a                
 Obsoletes:                       n/a
 Status:                          Active                  
 Comments:                        n/a
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APNIC and NIR Member Relationship Agreement

DATE:

PARTIES:

    APNIC Pty Ltd ACN 081 528 010
    
    and
    
    _____________________________
    [NIR Member]


NIR Member's details

    Name of organization: _____________________

    Address for notices and legal correspondence:

        a) Street or postal address:
            
        ______________________________
        ______________________________
        ______________________________
        ______________________________

        b) Email address: 

        ______________________________

    Country or Economy: ________________________

        
Following details to be inserted by APNIC Pty Ltd

    Account name (as assigned by APNIC Pty Ltd):
   
             ________________________
 
    Membership date: ________________________

    Renewal dates:   ________________________
                     ________________________
                     ________________________
                     ________________________


Recitals
--------

A.  APNIC is a non-profit proprietary limited company incorporated under
    Australian law.

B.  APNIC is committed to acting in accordance with the interests and 
    wishes of its membership in pursuing the following objectives:
    
        -   To support APNIC Members in fulfilling their 
            responsibilities as managers of Internet resources;
        -   To promote the representation of the APNIC membership and 
            the Internet community of the Asia Pacific region by 
            ensuring open and transparent communications and consensus-
            driven decision-making processes; 
        -   To promote responsible management of Internet resources 
            throughout the Asia Pacific region, as well as the 
            responsible development and operation of Internet 
            infrastructures; 
        -   To promote and advance technical policy development in
            relation to APNIC services, and to Internet resource 
            management in general; 
        -   To provide high-quality Internet resource management 
            services to APNIC Members, namely resource allocation 
            services, registration and database services, and membership
            administration and support services; 
        -   To assist Internet development activities in the Asia 
            Pacific region, relating to the above objectives.

C.  A category has been established within the APNIC membership
    for National Internet Registries, which serve organizations within 
    their respective countries or economies. National Internet 
    Registries provide procedures and services that take account of 
    local cultural differences, while operating in a way that remains 
    consistent with regional and global resource management policies. 
    
D.  APNIC recognizes the importance of National Internet Registries as 
    APNIC's partners in contributing to the sustainable growth of the 
    Internet in the APNIC service region, and fostering the interests
    of the global Internet community. 
        
E.  APNIC recognizes the NIR Member as a Member of APNIC, as well as the
    National Internet Registry for the country or economy listed in this
    agreement. APNIC and the NIR Member enter into this agreement to
    record the cooperative nature of their relationship.
    

1. Definitions and Interpretation
---------------------------------

    1.1     Definitions
    
            In this agreement, unless the context requires otherwise:

            APNIC means APNIC Pty Ltd ACN 081 528 010, a non-profit
            company incorporated under Australian laws. A reference to
            membership of APNIC is a reference to membership of the
            special committee called "APNIC", which was established 
            under APNIC's constitution.
            
            APNIC Definition Document means the document titled "APNIC
            Definition Document", forming part of APNIC's corporate
            documents, which can be located at APNIC’s website at
            <http://www.apnic.net>.
            
            APNIC Address Management Policies means APNIC's policies for
            the management of Internet address space and number
            resources in the Asia Pacific region, including the
            "Criteria for the recognition of NIRs in the APNIC region"
            and "Operational policies for National Internet Registries
            in the APNIC region", as amended from time to time.
            
            Dispute Resolution Document has the meaning given in the 
            APNIC Definition Document.
            
            Executive Council means the Executive Council of APNIC, 
            established under the constitution and By-laws of APNIC.
            
            Fee Schedule has the meaning given in the APNIC Definition 
            Document.
            
            Insolvency Event has the meaning given in the APNIC 
            Definition Document.
            
            Membership Agreement has the meaning given in the APNIC 
            Definition Document.
            
            National Internet Registries has the meaning given in 
            Recital C.
            
            NIR Member means the party described on the cover page of 
            this agreement as the NIR Member.
            
            RFC1591 means the request for comment numbered 1591, 
            published by the Internet Engineering Task Force.
            

    1.2     Interpretation
    
            The interpretation provisions of the APNIC Definition 
            Document apply to this agreement.

2. Term
-------

    2.1     Commencement & term 
    
            This agreement commences on the date of this agreement and
            is effective for one year. Upon the commencement of this
            agreement, and during the term of this agreement (including
            any renewed term), APNIC recognizes the NIR Member as a
            Member of APNIC, and as the National Internet Registry for
            the country or economy specified in this agreement. 
    
    2.2     Membership fees and renewals 
    
            a. APNIC will invoice the NIR Member in accordance with
               the Fee Schedule upon signing this agreement, then 
               annually thereafter. The NIR Member must pay the invoiced
               fee to APNIC, before the due date for payment. 
            
            b. The NIR Member may renew its membership by paying APNIC 
               the renewal fee by the due date. By renewing its 
               membership, the NIR Member will be deemed to have agreed
               to the terms of the standard agreement governing the 
               relationship between APNIC and the NIR Members, as it 
               exists at the time of renewal. 
    
    2.3     Termination 
    
            a. APNIC may terminate this agreement in any of the 
               following circumstances:
            
                1. The NIR Member fails to renew its membership within 
                   45 days of the due date; 
                    
                2. The NIR Member experiences an Insolvency Event; 
                    
                3. The NIR Member undertakes any change to its
                   nature, constitution, or circumstances, which puts it
                   in breach of this agreement or any APNIC Address 
                   Management Policy;
                    
                4. The NIR Member commits a substantial breach of 
                   this agreement or any APNIC Address Management 
                   Policy; 
                    
                5. Significantly interested parties (within the 
                   meaning of paragraph 3(4) of RFC1591) in the country 
                   or economy of the NIR Member agree that another party
                   should be the National Internet Registry for that 
                   country or economy, and APNIC proceeds to recognize 
                   that other party to be the National Internet Registry
                   for that country or economy, according to APNIC's 
                   "Criteria for the recognition of NIRs in the APNIC 
                   region". 
            
            b. In relation to the circumstance described in clause 
               2.3(a)(2), APNIC may immediately terminate the agreement 
               by written notice to the NIR Member, and revoke all of 
               the NIR Member's rights under this agreement and/or under
               the APNIC Address Management Policies.
            
            c. In relation to circumstances described in clause 
               2.3(a)(1), 2.3(a)(3), 2.3(a)(4) or 2.3(a)(5), the Notice,
               Response, and Appeal Provisions of clause 4 shall apply.
            
            d. Upon termination: 
                
                1. APNIC has the right to reinstate the membership of 
                   the members of the NIR Member, as Members of APNIC, 
                   provided that such members enter into a Membership 
                   Agreement with APNIC; and 
                
                2. At APNIC's request, the NIR Member must give all 
                   reasonable assistance (other than financial 
                   assistance) to APNIC to facilitate the efficient and 
                   effective transfer of the membership of the members 
                   of the NIR Member, to APNIC.
            
            e. For clarity, the NIR Member's obligations in clause 
               2.3(d)(2) survive the termination of this agreement. 
                

3. Obligations
--------------

    3.1     APNIC's obligations 
            
            a. APNIC must:
                    
                1. Establish and maintain mechanisms which support open
                   communications within the Asia Pacific Internet 
                   community, for the development of policies and 
                   procedures relating to Internet resource management; 
                            
                2. Promote and support training and educational 
                   activities relating to the development of Internet 
                   services and responsible management of Internet 
                   resources; 
                            
                3. Undertake other activities as required by APNIC's 
                   Members in support of Internet development within 
                   the Asia Pacific region; 
                            
                4. Consider all requests relating to the operations of 
                   APNIC that are made by APNIC's Members either 
                   directly or through the Executive Council; 
                            
                5. Ensure that the Executive Council considers all 
                   requests relating to the operations of APNIC that are 
                   referred to it either by APNIC's Members directly or 
                   through APNIC; 
                            
                6. Provide rights and services (including delegated 
                   resources) to the NIR Member in accordance with the 
                   APNIC Address Management Policies;
                            
                7. Not disclose to any person (except to its general 
                   Secretariat, Internet administration authorities, 
                   staff and contractors performing necessary work for 
                   APNIC who sign a non-disclosure agreement, or as 
                   legally required to do so) any confidential 
                   information which the NIR Member provides to APNIC;
                   
                8. Maintain APNIC Address Management Policies in 
                   accordance with its policy development process, and 
                   make all reasonable efforts to keep current versions 
                   of those documents publicly available on APNIC's 
                   website;
                            
                9. Recognize and recommend the NIR Member as the chosen 
                   National Internet Regsitry for the country or economy
                   concerned and as the registry of choice for ISPs, end
                   users, and other customers in the NIR Member's 
                   country or economy.
            
            b. The NIR Member acknowledges that if, at any time, APNIC 
               reasonably considers that the NIR Member's organizational
               or technical capacity is inadequate for it to thoroughly 
               implement all aspects of APNIC's Address Management 
               Policies, then APNIC may, after giving the NIR Member at 
               least 14 days advance written notice (setting out in such
               notice, the basis of APNIC’s consideration), temporarily 
               suspend the provision of any registration or other 
               services to the NIR Member whilst this situation remains. 
    
    3.2    NIR Member's obligations 
    
            The NIR Member must: 
            
            a. Promptly pay all fees and charges due to APNIC in 
               accordance with the Fee Schedule; 
            
            b. Not provide any information to APNIC which is false or
               misleading;
                    
            c. Inform APNIC as soon as possible of any changes in 
               material information which the NIR Member has previously 
               supplied to APNIC; 
                    
            d. Comply with this agreement and all APNIC Address 
               Management Policies; 
                
            e. Enter into a formal membership agreement or other 
               suitable contractual arrangement with its own members or 
               account holders who receive Internet resources from the 
               NIR Member, requiring such members or account holders to 
               comply with resource and address management policies 
               which are consistent, and not in conflict, with APNIC 
               Address Management Policies, and to take all reasonable 
               steps to enforce compliance with such agreement or 
               arrangement;
                    
            f. Provide to APNIC upon a well-grounded request, material 
               evidence of compliance with the terms of this agreement 
               and all APNIC Address Management Policies as amended from
               time to time;
                    
            g. To the extent permitted by the laws of the NIR Member's 
               country or economy, guarantee the freedom of Local 
               Internet Registries (LIRs), ISPs, and end users in their 
               country or economy to choose between APNIC and the NIR 
               Member as the registry from which they will receive 
               Internet resources.
    
    3.3     Liability and indemnity

            a. The NIR Member and APNIC acknowledge that the following 
               clauses 3.3(b) and 3.3(c) are essential in order to 
               protect the membership as a whole and APNIC's ability to 
               pursue the aims expressed in Recital B. 
                
            b. To the extent permitted by law, APNIC excludes all 
               liability to the NIR Member arising out of or in 
               connection with this agreement, the APNIC Address 
               Management Policies, or delegated resources. This 
               exclusion applies, without limitation, to all liability 
               in contract or tort for actions or omissions of APNIC or 
               its Members, employees, agents, and contractors, but does
               not apply to liability arising directly from:
                
                1. Personal injury, including sickness and death; 
                
                2. Loss of, or damage to, tangible property (including 
                   both the property of the Member and third party 
                   property);
                        
                3. An intentional infringement of intellectual 
                   property rights (other than any passing off, 
                   infringement of patent or trade secret, or legal 
                   proceedings in the United States and/or Canada in 
                   respect to the infringement of intellectual property 
                   rights);
                        
                4. A breach of confidentiality or privacy, 

               to the extent caused or contributed to by any act or 
               omission of APNIC or its employees, agents, and 
               contractors.
            
            c. The NIR Member indemnifies APNIC against the full amount 
               of all expenses, losses, damages, and costs that APNIC 
               may reasonably incur as a result, whether directly or 
               indirectly, of any breach of this agreement or any APNIC 
               Address Management Policy by the NIR Member, its 
               employees, contractors, or agents. In such cases, APNIC 
               must, wherever practicable to do so, immediately notify 
               the NIR Member in writing of such claim or potential 
               claim. However, APNIC’s failure to do so does not affect 
               the NIR Member's obligations under this clause 3.3(c).
                        
            d. For clarity, this clause 3.3 survives the termination of
               this agreement.
            

4. Notices, responses, and appeals
----------------------------------
    
    4.1     Notice 
        
            a. If APNIC believes that there is a basis to terminate this
               agreement under clause 2.3, then before APNIC terminates 
               this agreement, it must send a written notice ("Notice") 
               to the NIR Member.
            
            b. The Notice must:
                    
                1. Describe the basis for termination under clause 2.3, 
                   and the course of action necessary to remedy the 
                   breach (if any), or alternatively, inviting the NIR 
                   Member to provide reasons why APNIC should not 
                   terminate this agreement;
                    
                2. Specify a reasonable period of at least 45 days from 
                   the date of the Notice, for the NIR Member to provide
                   a response to the Notice within the terms of clause 
                   4.2, or to take the action necessary to remedy the 
                   breach (if any); and
                            
                3. Advise the NIR Member of APNIC's intended action if 
                   the breach (if any) is not remedied, or alternatively,
                   if the NIR Member is unable to provide sufficient 
                   reasons to persuade APNIC not to terminate this 
                   agreement.
                            
    4.2     Response to Notice 
    
            The NIR Member must, by the time specified in clause 
            4.1(b)(2) send APNIC a response to the Notice detailing that
            either: 
            
            a. The NIR Member has not committed the breach; or
            
            b. The NIR Member has remedied the breach in accordance with 
               clause 4.1(b)(1); or
            
            c. Exceptional circumstances exist which justify APNIC 
               retracting or revising the Notice. 
    
    4.3     Subsequent actions 
            
            If the period specified in clause 4.1(b)(2) expires and, 
            taking full account of any responses received under clause 
            4.2, APNIC reasonably believes that either the breach (if 
            any) has not been remedied, or that there is no exceptional 
            circumstances which exist to justify APNIC retracting or 
            revising the Notice, then APNIC may, in its discretion, 
            either send the NIR Member: 
            
            a. A subsequent Notice as described in clause 4.1(b); or 
            
            b. A written notice immediately revoking some or all of the 
               NIR Member's rights under this agreement and/or under the
               APNIC Address Management Policies (including, without 
               limitation, delegated resources); and/or immediately 
               terminating this agreement.
    
    4.4     Appeal to Executive Council 
    
            If the NIR Member believes that APNIC has failed to 
            adequately consider all relevant circumstances or has acted 
            unreasonably in sending a revocation notice under clause 
            4.3(b), then the NIR Member may appeal APNIC's decision to 
            the Executive Council within 30 days. If the Executive 
            Council decides that the NIR Member's appeal is justified 
            then APNIC will withdraw the revocation notice.
            
    4.5     Acknowledgment by Member 
    
            The NIR Member acknowledges that: 
            
            a. If the NIR Member receives a notice under clauses 2.3(b) 
               or 4.3(b) then the NIR Member must immediately cease 
               using the delegated resources specified in the notice; 
               and 
            
            b. If the NIR Member fails to comply with clause 4.5(a), 
               then APNIC may apply to a Court seeking an injunction or 
               similar remedy, restraining the NIR Member from using 
               the relevant delegated resources. 

5. General
----------
    
    5.1     APNIC Address Management Policies 
    
    The NIR Member agrees that:
    
            a. The APNIC Address Management Policies may be amended 
               from time to time in accordance with APNIC’s policy 
               development process;
            
            b. Any such amendments are binding upon the NIR Member;
            
            c. APNIC Address Management Policies as they exist from time
               to time form an integral part of and apply fully to this 
               agreement; and
               
            d. If this agreement is either terminated or not renewed, 
               the NIR Member shall continue to be bound by the 
               provisions of this agreement and other APNIC Address 
               Management Policies to the extent that the provisions 
               relate to the use of resources or disputes arising from 
               this agreement or any other APNIC Address Management 
               Policies.

    
    5.2     Assignment and Sub-contracting
            
            a. The NIR Member must not, without the prior written 
               consent of APNIC, sell, transfer or pledge any right 
               under this agreement, or permit another body to assume or
               perform any obligation under this agreement.
               
            b. The NIR Member's obligations to APNIC under this 
               agreement remains, and is not reduced, by the NIR Member 
               doing any of the things described in clauses 5.2(a), even
               if APNIC gives its consent to the NIR Member under 
               clause 5.2(a).

    
    5.3     Dispute Resolution
    
            a. The parties agree to attempt to resolve any dispute 
               arising out of or relating to this agreement by using the
               process described in the Dispute Resolution Document, 
               before commencing any legal proceedings.
               
            b. This clause does not prevent a party from applying to a 
               Court for interim injunctive relief.

    
    5.4     Governing law 
    
            a. This agreement is governed by the laws of Queensland, 
               Australia.
               
            b. Subject to clause 5.3, the NIR Member and APNIC 
               irrevocably submit to the exclusive jurisdiction of the 
               Courts of Queensland, Australia.

    
    5.5     To the extent not excluded by law 
    
            The rights, duties, and remedies granted or imposed under 
            the provisions of this agreement operate to the extent not 
            excluded by law. 
    
    5.6     Order of precedence 
    
            To the extent of any inconsistency, the terms and conditions 
            contained within this agreement will prevail over any other 
            agreement executed between the parties.



Executed as an agreement:



Signed for 


by its authorized representative:                    in the presence of:


______________________________________      ___________________________            
Signature of authorized representative      Signature of Witness


______________________________________      ___________________________            
Full name of authorized representative      Full name of Witness
(please print)                              (please print)


__________________________________________________    
Official company title of authorized representative 
(please print)






Signed for APNIC Pty Ltd


by its authorized representative:                    in the presence of:


______________________________________      ___________________________            
Signature of authorized representative      Signature of Witness


______________________________________      ___________________________            
Full name of authorized representative      Full name of Witness
(please print)                              (please print)


__________________________________________________    
Official company title of authorized representative
(please print)