--On Tuesday, 25 January, 2005 14:46 +0100 Harald Tveit
Alvestrand <harald@xxxxxxxxxxxxx> 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
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