Appendix 10 - Sample Registry Software Licence

AusRegistry International
Sample Registry Software Licence

Head Office
Level 8, 10 Queens Road
Melbourne, Victoria, 3004
Australia
Tel +61 3 9866 3710
Fax +61 3 9866 1970
ACN 103 729 620
www.ausregistry.com

Sample Registry Software Licence AusRegistry International
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Page ii ©Copyright ‐ AusRegistry International Pty Ltd ACN 103 729 620. All rights reserved.
AusRegistry International Sample Registry Software Licence
Document Contact
Contact the following for details relating to this document:
Title AusRegistry International
Address Level 8, 10 Queens Road, Melbourne 3004 Victoria Australia
Contact Number +61 3 9866 3710
Email info@ausregistry.com

©Copyright ‐ AusRegistry International Pty Ltd ACN 103 729 620. All rights reserved. Page iii
Table of Contents

1. Introduction .................................................................................................................... 1
2. Sample Registry Software Licence .................................................................................. 2
Disclaimer ................................................................................................................................ 54
Page iv ©Copyright ‐ AusRegistry International Pty Ltd ACN 103 729 620. All rights reserved.
1. Introduction
AusRegistry International is pleased to provide ictQATAR with a sample of the agreement
under which the software will be licensed.
AusRegistry will enter into discussions with ictQATAR to finalise the terms of such an
agreement.
1.1. Maintenance and Upgrade Facility
AusRegistry International offers its Registry Software Licence with a Maintenance facility
which is covered in Schedule 9 of the Licence Agreement. Provision for updates and new
releases of the Registry Software is also covered in this section.
1.2. Licences and Warranty
1.2.1. Warranty
AusRegistry International offers its Registry Software under Warranty. The Warranty period
will extend for one year from the go‐live date of the Registry System. Details of the
Warranty are included in Schedule 8 of the Licence Agreement.
1.2.2. Licences
The licence will include a 5 Year Licence Term for the use of the Registry Software which
includes provision for two Top Level Domains:
a. The .qa ccTLD
b. The IDN ccTLD representation of Qatar
Should ictQATAR wish additional TLDs to be added to the Registry Software, AusRegistry
International will enter into such discussions with ictQATAR.
©Copyright ‐ AusRegistry International Pty Ltd ACN 103 729 620. All rights reserved. Page 1
2. Sample Registry Software Licence

Page 2 ©Copyright ‐ AusRegistry International Pty Ltd ACN 103 729 620. All rights reserved.
AGREEMENT FOR THE PROVISION OF REGISTRY
SOFTWARE SERVICES FOR THE .[ccTLD] DOMAIN NAME
AUSREGISTRY INTERNATIONAL PTY. LTD.

ACN 091 236 088
AND
TELECOMMUNICATIONS REGULATORY AUTHORITY
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TABLE OF CONTENTS
Clause Heading Page No.
1. DEFINITIONS ............................................................................................................................................. 1
2. REGISTRY SOFTWARE SERVICES ......................................................................................................... 1
3. REGISTRY SOFTWARE .......................................................................................................................... 2
4. TERM OF LICENCE .................................................................................................................................... 2
5. INSTALLATION AND CUSTOMISATION .................................................................................................... 2
6. WARRANTY ................................................................................................................................................ 2
7. MAINTENANCE .......................................................................................................................................... 3
8. CHANGE REQUESTS................................................................................................................................. 3
9. FEES AND EXPENSES .............................................................................................................................. 3
10. CONFIDENTIALITY .................................................................................................................................... 3
11. EMPLOYEES AND CONTRACTORS ......................................................................................................... 4
12. INTELLECTUAL PROPERTY RIGHTS....................................................................................................... 4
13. LIABILITY OF LICENSOR .......................................................................................................................... 5
14. DISPUTES .................................................................................................................................................. 6
15. TERMINATION ............................................................................................................................................ 6
16. NOTICES .................................................................................................................................................... 7
17. PRECEDENCE ........................................................................................................................................... 8
18. RELATIONSHIP OF PARTIES.................................................................................................................... 8
19. ASSIGNMENT ............................................................................................................................................ 8
20. WAIVER ...................................................................................................................................................... 8
21. FORCE MAJEURE ..................................................................................................................................... 8
22. AMENDMENTS........................................................................................................................................... 9
23. COSTS ........................................................................................................................................................ 9
24. SEVERABILITY........................................................................................................................................... 9
25. ENTIRE AGREEMENT ............................................................................................................................... 9
26. COUNTERPARTS ...................................................................................................................................... 9
27. GOVERNING JURISDICTION .................................................................................................................... 9
28. NON-MERGER ........................................................................................................................................... 9
29. DEFINITIONS ............................................................................................................................................ 10
30. INTERPRETATION ................................................................................................................................... 12
SCHEDULE 1 CONTRACT DETAILS ................................................................................................................... 14
SCHEDULE 2 REGISTRY SOFTWARE ............................................................................................................... 15
SCHEDULE 3 SYSTEM REQUIREMENTS .......................................................................................................... 17
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SCHEDULE 4 DESIGNATED EQUIPMENT ......................................................................................................... 21
SCHEDULE 5 LICENCE CONDITIONS ............................................................................................................... 26
SCHEDULE 6 INSTALLATION AND TRAINING .................................................................................................. 28
SCHEDULE 7 TIME AND MATERIAL BASIS ....................................................................................................... 31
SCHEDULE 8 WARRANTY .................................................................................................................................. 33
SCHEDULE 9 MAINTENANCE SERVICES ......................................................................................................... 35
SCHEDULE 10 FEES AND EXPENSES .............................................................................................................. 38
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AGREEMENT FOR THE PROVISION OF REGISTRY SOFTWARE
SERVICES FOR THE .ae DOMAIN NAME
THIS AGREEMENT is made the day of 20XX.
BETWEEN:
AUSREGISTRY INTERNATIONAL PTY. LTD. ACN 091 136 088 of Level 8, 10 Queens Road, Melbourne, Victoria
3004 Australia (“ARI” or “Licensor”)
AND
TELECOMMUNICATIONS REGULATORY AUTHORITY, an entity set up by the Federal Law by Decree No. 3
of 2003 regarding the organisations of the telecommunication sector, with its principal place of business at
P.O. Box 2662, Abu Dhabi (“TRA”, the “Authority” or “Licensee”).
RECITALS:
A. The Authority issued a request for proposal for the provision of registry software services for the .ae
Domain Name, TRA-RFP-2007-0003 (the “RFP”).
B. ARI is the successful respondent to the RFP.
C. The Parties enter into this Agreement for the provision of registry software services by ARI to the Authority
on the following terms and conditions.
NOW IT IS AGREED as follows:
1. DEFINITIONS
Definitions are contained in Clause 30.
2. REGISTRY SOFTWARE SERVICES
This Agreement provides for the following matters relating to the provision of registry software services
by ARI to TRA:
(a) provision of Registry Software which will be capable of performing to the System Requirements
(Clause 3);
(b) licensing of the Registry Software for the Licence Term of 5 years (Clause 4);
(c) Customisation and installation (including Training) of the Registry Software to meet the
requirements of the TRA (Clause 5);
(d) Warranty of the Registry Software (Clause 6);
(e) provision of Maintenance Services for the Registry Software during the Licence Term
(Clause 7);
(f) making of further Changes to the Registry Software to meet the requirements of the TRA
during the Licence Term (Clause 8); and
(g) other matters relating to the provision of registry software services by ARI to TRA,
in accordance with the following provisions of this Agreement.
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3. REGISTRY SOFTWARE
3.1 The Licensor shall deliver the Registry Software in binary form to the Licensee in accordance with the
provisions set out in Schedule 2 and the timeframe specified in Item 2 of Schedule 1.
3.2 Subject to Clause 0, the Registry Software will be capable of performing to the System Requirements.
3.2 The Licensee acknowledges and agrees that:
(a) the Registry Software does not include the Designated Equipment; and
(b) (i) such Designated Equipment being properly installed, configured and maintained in
good working order and free of errors and defects; and
(ii) the Registry Software being properly installed and configured on the Designated
Equipment and maintained in good working order and free of errors and defects,
are the minimum requirements for the Registry Software to be capable of performing to the
System Requirements.
4. TERM OF LICENCE
The Licensor hereby grants to the Licensee a non-exclusive, non-transferable licence to use the
Registry Software for the Licence Term in accordance with the provisions set out in Schedule 5.
5. INSTALLATION AND CUSTOMISATION
5.1 Delivery of the Registry Software in accordance with Clause 3 includes assistance to the Licensee in the
installation of the Registry Software on the Designated Equipment in accordance with the provisions set
out in Schedule 6.
5.2 If the Licensee desires the Licensor to:
(a) customise the Registry Software to meet the requirements of the Licensee in accordance with
the provisions set out in Clause 3 of Schedule 2;
(b) provide assistance to the Licensee in the installation and configuration of the Designated
Equipment; or
(c) provide further assistance to the Licensee in the installation of the Registry Software on the
Designated Equipment from that provided for by Clause 5.1,
such services will be provided on a time and material basis in accordance with the provisions set out in
Schedule 7.
5.3 For the sake of clarification, nothing in this Agreement provides for the Licensor to supply the
Designated Equipment, it being the intention that the Licensee will at its own cost and expense source,
purchase, install and configure all of the Designated Equipment.
6. WARRANTY
The Licensor warrants the Registry Software during the Warranty Period in accordance with the terms set
out in Schedule 8.
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7. MAINTENANCE SERVICES
The Licensor will provide Maintenance Services for the Registry Software for the Maintenance Term in
accordance with the provisions set out in Schedule 9.
8. CHANGE REQUESTS
Following installation and any Customisation of the Registry Software, if the Licensee desires the
Licensor to make further changes to the Registry Software such services will be provided on a time and
material basis in accordance with the provisions set out in Schedule 7.
9. FEES AND EXPENSES
The Licensee will pay the Fees and Expenses to the Licensor in accordance with the provisions set out
in Schedule 10.
10. ASSISTANCE
10.1 The Licensee shall:
(a) give the Licensor such assistance, including the provision of information, personnel, facilities
and accessories; and
(b) ensure the Licensor is granted full and safe access, including necessary security clearances
and remote access to the Registry Software and the relevant equipment,
as the Licensor considers necessary for the purposes of complying with its obligations pursuant to this
Agreement.
10.2 If requested by the Licensor, the Licensee shall provide a suitably qualified and informed representative
to accompany the Licensor's personnel and to provide such advice or assistance to those personnel as
may be necessary in order to enable the Licensor to access the Registry Software and relevant
equipment and to otherwise effectively comply with its obligations pursuant to this Agreement.
11 CONFIDENTIALITY
11.1 A Party shall not, without the prior written approval of the other Party, disclose the other Party’s
Confidential Information.
11.2 A Party shall not be in breach of Clause 11.1 in circumstances where it is legally compelled to disclose
the other Party’s Confidential Information.
11.3 Each Party shall take all reasonable steps to ensure that its employees and agents, and any sub-
contractors engaged for the purposes of this Agreement, do not make public or disclose the other
Party's Confidential Information.
11.4 Notwithstanding any other provision of this Clause 11, the Licensor may:
(a) disclose the terms of this Agreement (other than Confidential Information of a technical nature)
to its related companies, solicitors, auditors, insurers and accountants; and
(b) also indicate to others that it has supplied the Registry Software and other services to the
Licensee.
11.5 This Clause 11 shall survive the termination of this Agreement.
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12 EMPLOYEES AND CONTRACTORS
12.1 During the Restraint Period, neither Party shall solicit for employment nor employ or otherwise engage,
either directly or indirectly, any person who is employed or contracted by the other Party.
12.2 A Party shall promptly advise the other Party if a person who is employed or contracted by the other
Party seeks to be employed, contracted or otherwise engaged by the first mentioned Party prior to the
expiration of the Restraint Period.
12.3 This Clause 12 shall survive termination of this Agreement.
13 INTELLECTUAL PROPERTY RIGHTS
13.1 Subject to Clauses 13.2 - 13.4, the Licensor represents that the Licensee’s use of the Registry Software
will not constitute an infringement in Australia of any Intellectual Property Rights of a third party.
13.2 The Licensor shall not be liable for any breach of the warranty in Clause 13.1 unless the Licensee:
(a) notifies the Licensor in writing as soon as practicable of any infringement, suspected infringement
or alleged infringement;
(b) gives the Licensor the option to conduct the defence of such a claim, including negotiations for
settlement or compromise prior to the institution of legal proceedings;
(c) provides the Licensor with reasonable assistance in conducting the defence of such a claim; and
(d) permits the Licensor to modify, alter or substitute the infringing part of the Registry Software at its
own expense in order to avoid continuing infringement, or authorises the Licensor to procure for
the Licensee the authority to continue the use and possession of the infringing Registry Software.
13.3 The Licensor shall not be liable for any breach of the warranty in Clause 13.1 to the extent that an
infringement arises from:
(a) use of the Registry Software in combination by any means and in any form with other goods not
specifically approved by the Licensor;
(b) use of the Registry Software in a manner or for a purpose not reasonably contemplated or not
authorised by the Licensor;
(c) modification or alteration of the Registry Software without the prior written consent of the
Licensor; or
(d) any transaction entered into by the Licensee relating to the Registry Software without the
Licensor's prior consent in writing.
13.4 In the event that proceedings are brought or threatened by a third party against the Licensee alleging that
the Licensee's use of the Registry Software constitutes an infringement of Intellectual Property Rights, the
Licensor may at its option and at its own expense conduct the defence of such proceedings. The Licensee
shall provide all necessary co-operation, information and assistance to the Licensor in the conduct of the
defence of such proceedings.
13.5 The Licensee shall indemnify the Licensor against any loss, costs, expenses, demands or liability, whether
direct or indirect, arising out of a claim by a third party alleging such infringement if:
(a) the claim arises from an event specified in Clause 13.3; or
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(b) the ability of the Licensor to defend the claim has been prejudiced by the failure of the Licensee
to comply with any requirements of Clauses 13.2 and 13.4.
13.6 The Licensee must not do anything that is, or is likely to be, an infringement of, or otherwise
inconsistent with, any Moral Rights in any part of the Registry Software.
14 LIABILITY OF LICENSOR
14.1 To the maximum extent permitted by law and subject to Clause 14.2, the Licensee agrees that the
Licensor has no liability, and will not be liable, to the Licensee or any other person for any costs,
expenses, loss or damage of any kind (including, without limitation, direct, indirect, special or
consequential loss or damage of any kind, loss or profits, loss or corruption of data, business
interruption or indirect costs) the Licensee or any other person may suffer or incur (whether by the
negligence or fault of the Licensor or otherwise, except where the Licensor has purposefully acted in
bad faith) in any way arising out of or in connection with the provision of the Registry Software or other
services by the Licensor pursuant to this Agreement or otherwise in any way arising out of or in
connection with this Agreement.
14.2 If rights are conferred upon the Licensee or any other person, or obligations are imposed upon the
Licensor by any applicable legislation which cannot be excluded, restricted or modified, the provisions of
Clause 14.1 shall be read subject to those rights or obligations, however the Licensor hereby expressly
limits its liability under any such legislation to the maximum extent permitted by law.
14.3 Subject to Clause 14.4, to the extent permitted by law the Licensee agrees that the liability of the
Licensor under this Agreement for the breach of any such right or obligation imposed upon Licensor
(which cannot be limited beyond the provisions contained in the following provisions of this Clause 14.3)
is limited to:
(a) in the case of goods supplied by the Licensor, any one or more of the following (at the sole
option of the Licensor):
(i) replace the goods or supply equivalent goods;
(ii) repair the goods;
(iii) pay the costs of replacing the goods or of acquiring equivalent goods; or
(iv) pay the costs of having the goods repaired; and
(b) in the case of services supplied by the Licensor, any one or more of the following (at the sole
option of the Licensor):
(i) supply the services again; or
(ii) pay the costs of having the services supplied again.
14.4 Without reducing the effect of, and subject always to, the preceding provisions of this Clause 14, the
Licensor’s maximum aggregate liability (if any) to the Licensee and any other person for any costs,
expenses, loss or damage of any kind (including, without limitation, direct, indirect, special or
consequential loss or damage of any kind, loss or profits, loss or corruption of data, business
interruption or indirect costs) the Licensee or any other person may suffer or incur (whether by the
negligence or fault of the Licensor or otherwise, except where the Licensor has purposefully acted in
bad faith) in any way arising out of or in connection with the provision of the Registry Software or other
services by the Licensor pursuant to this Agreement or otherwise in any way arising out of or in
connection with this Agreement will not, in any event, exceed the amount of the Fees (but not including
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the Expenses) paid by the Licensee to the Licensor pursuant to this Agreement during the 1st
12 months from the date of this Agreement.
14.5 For the sake of clarification, nothing in the preceding provisions of this Clause 14 is to be construed as
the Licensor having any actual or deemed liability to the Licensee or any other person as a result of or in
any way arising out of or in connection with the provision of the Registry Software or other services by
the Licensor pursuant to this Agreement or otherwise in any way arising out of or in connection with this
Agreement.
14.6 Subject to Clause 14.7, the Licensee warrants that it has not relied on any representation made by the
Licensor which has not been stated expressly in this Agreement, or upon any descriptions or
specifications contained in any document including any tender, bid or proposal or other material
produced by the Licensor which is not expressly stated in this Agreement.
14.7 The Licensee acknowledges that to the extent the Licensor has made any representation which is not
otherwise expressly stated in this Agreement, the Licensee has been provided with an opportunity to
independently verify the accuracy of that representation.
14.8 This Clause 14 shall survive termination of this Agreement.
15 DISPUTES
15.1 If a dispute arises in any way in connection with this Agreement, the Parties must in all circumstances
endeavour in good faith by senior level negotiations to resolve any such dispute or difference
expeditiously. If such dispute or difference cannot be settled by such senior level negotiations within 30
days of such dispute or difference arising it shall be settled by arbitration in accordance with Clause
15.2; provided however that a Party may apply to the Court for urgent interlocutory relief even if the
arbitration procedure has not started or been completed.
15.2 Except to the extent otherwise provided in this Clause 15, each dispute shall be settled by arbitration in
accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce
(“the Arbitration Rules”). The arbitration shall be conducted in the English language and shall be held in
UAE. Each Party shall appoint an arbitrator within 30 days after the expiration of the 30-day period
referred in Clause 15.1 which arbitrators shall then jointly appoint a third arbitrator (who shall be an
attorney-at-law) within 30 days of their appointment to act as president of the arbitral tribunal. Arbitrators
not so appointed shall be appointed pursuant to the Arbitration Rules. The costs of the arbitration shall
be borne by the Parties as determined by the arbitral tribunal. The award rendered in any arbitration
commenced hereunder shall be final. During the pendency of any dispute resolution process each Party
shall continue to perform its obligations under this Agreement; and neither Party shall exercise any other
remedy or termination right under this Agreement arising by virtue of the matters in dispute.
16 TERMINATION
16.1 Either Party may terminate this Agreement immediately by notice in writing if the other Party commits a
breach of any of the terms or conditions of this Agreement and fails to remedy the same within 30 days
of being required by the Party giving the notice of termination to do so in writing.
16.2 The Licensee may terminate this Agreement immediately by notice in writing if the Licensee for any
reason destroys or disposes of or loses custody of the Registry Software.
16.3 This Agreement will automatically terminate on expiration of the Licence Term unless the Parties agree
in writing to extend (and the terms and conditions for the extension of) the Licence Term prior to the
expiration of the Licence Term.
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16.4 Upon termination of this Agreement, the Licensee shall immediately:
(a) cease to use the Registry Software;
(b) shall remove all copies of the Registry Software from the Designated Equipment and such
other equipment upon which the Registry Software may be used, held or stored; and
(c) return all copies of the Registry Software and the Documentation in the possession, custody or
control of the Licensee to the Licensor.
16.5 If notice is given to the Licensee pursuant to Clauses 16.1 or 16.2 or this Agreement terminates in
accordance with Clause 16.3, the Licensor may, in addition to terminating the Agreement:
(a) repossess any copies of the Registry Software and the Documentation in the possession,
custody or control of the Licensee;
(b) retain any moneys paid;
(c) charge a sum on a time and material basis in accordance with the basis set out in of
Schedule 7 for work performed in respect of which work no sum has been previously agreed or
charged;
(d) be regarded as discharged from any further obligations under this Agreement; and
(e) pursue any additional or alternative remedies provided by law.
17 NOTICES
17.1 All notices and other communications required or to be given by this Agreement shall be in writing and
shall be sent to the recipient by hand, pre-paid post, facsimile or email.
17.2 Without limiting any other means by which a party may be able to prove that a notice or other
communication has been received by another party, a notice or other communication shall be deemed
to be duly received:
(a) if sent by hand when left at the address of the recipient;
(b) if sent by pre-paid post, 14 days after the date of posting;
(c) if sent by facsimile, upon receipt by the sender of an acknowledgement or transmission report
generated by the machine from which the facsimile was sent indicating that the facsimile was
sent in its entirety to the recipient’s facsimile number; or
(d) if sent by e-mail, on the date and time at which it enters the recipient’s information system (as
shown in a confirmation of delivery report from the sender’s information system);
PROVIDED THAT if a notice or other communication is served by hand on a day which is not a
Business Day, or after 5.00 p.m. on any Business Day, such notice or communication shall be deemed
to be duly received by the recipient at 9.00 a.m. on the first Business Day thereafter.
17.3 All notices and other communications shall be sent to the recipient at the address set out below or to
such other address as a party may for the purposes of this Clause from time to time notify to the other in
writing:
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(a) to the Licensor:
Level 8
10 Queens Road
Melbourne, Victoria 3004
Attention: General Counsel
Telephone: +61 3 9866 3710

Facsimile: +61 3 9866 1970
Email: legal@ausregistry.com.au
(b) to the Licensee as set out in Item 9 of Schedule 1.
18 PRECEDENCE
18.1 The parts comprising this Agreement shall be read in the following order of precedence:
(a) the Clauses of this Agreement; and then
(b) the Schedules.
18.2 Where any conflict occurs between the provisions contained in two or more of the parts forming this
Agreement, the part lower in the order of precedence shall where possible be read down to resolve such
conflict. If the conflict remains incapable of resolution by reading down, the conflicting provisions shall
be severed from the part lower in the order of precedence without otherwise diminishing the
enforceability of the remaining provisions of that part.
19 RELATIONSHIP OF PARTIES
The relationship between the Parties is that of vendor and vendee. Nothing in this Agreement shall
constitute or shall be deemed to constitute the relationship of principal and agent or the relationship of
partners or joint venturers between the Parties and neither shall have any authority to bind or commit
the other in any way or for any purpose except as expressly provided in this Agreement or without the
prior written consent of the other Party.
20 ASSIGNMENT
The Licensee shall not assign any of its rights, privileges or obligations hereunder without the prior
written consent of the Licensor.
21 WAIVER
No waiver by any Party of any provision of or right of that Party under this Agreement shall be effective
unless it is in writing signed by that Party and such waiver shall be effective only in the specific instance
and for the specific purpose for which it was given. No failure or delay by any Party to exercise any
right under this Agreement or to insist on strict compliance by any other Party with any obligation under
this Agreement, and no custom or practice of the Parties at variance with the terms of this Agreement,
shall constitute a waiver of that Party’s right to demand exact compliance with this Agreement.
22 FORCE MAJEURE
Neither Party shall be responsible or liable to the other for any loss, damage, detention or delay caused
by limitations of availability, production, hold ups, shortages of raw materials or labour, fire, strike, civil
or military authority, governmental restrictions or controls, insurrection or riot, acts of God, acts of
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terrorism, lockout, tempest, accident, breakdown of machinery, delay in delivery of materials by other
persons, or any other cause which is unavoidable or beyond its reasonable control, nor in any event for
consequential loss or damages arising out of such loss, damage, detention or delay.
23 AMENDMENTS
Except as otherwise provided herein, this Agreement may be amended only by an instrument in writing
signed by both of the Parties.
24 COSTS
The Parties shall each bear their own costs of and incidental to the preparation, execution and
completion of this Agreement and the documents and transactions contemplated by this Agreement,
except as otherwise provided herein.
25 SEVERABILITY
Any provision of this Agreement which is or becomes prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective and severed to the extent thereof without invalidating any
other provision of this Agreement, and any such prohibition or unenforceability shall not invalidate such
provision in any other jurisdiction.
26 ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties concerning the subject matter of
this Agreement and supersedes any and all prior agreements, representations, statements,
negotiations, understandings, proposals, undertakings, tender, bid or response, oral or written, or other
material produced by the Licensor (including, without limitation, the RFP and the response made by the
Licensor to the RFP) which is not expressly set out in this Agreement; provided however that this
Agreement does not supersede the Consultancy Services Contract between the Parties dated February
19, 2007 (“the Consultancy Agreement”), which shall continue to apply to services provided by the
Licensor to the Licensee which are not provided for in, or contemplated by, this Agreement. To the
extent of any inconsistency between the terms of the Consultancy Agreement and this Agreement the
terms of this Agreement shall prevail.
27 COUNTERPARTS
This Agreement may be signed in any number of counterparts and all such counterparts taken together
shall be deemed to constitute one and the same instrument.
28 GOVERNING JURISDICTION
28.1 This Agreement shall be governed by and construed in accordance with the laws of the UAE, and the
Parties irrevocably and unconditionally submit to the non-exclusive jurisdiction of the courts of the UAE;
provided however that this Agreement may also be enforced by the Licensor in any other jurisdiction
anywhere in the World.
28.2 The Parties to this Agreement hereby to the extent permitted by law specifically exclude the application
of the United Nations Convention on Contracts for the International Sale of Goods and the incorporation
of any express or implied terms of said United Nations Convention, and specifically exclude as well the
interpretation of this Agreement or any part hereof in accordance with said United Nations Convention.
29 NON-MERGER
The continuing warranties, covenants and indemnities of the Parties shall not merge on termination of
this Agreement and shall survive for the benefit of the respective Party thereafter.
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30 DEFINITIONS
In this Agreement, unless the context otherwise requires:
“Additional Charge” means a charge on a time and material basis in accordance with the provisions set
out in Schedule 7 and Item 7 of Schedule 10;
“Business Day” means a day on which a Party receiving a notice in accordance with Clause 17 is
ordinarily open for business in the place in which the notice is received, other than a public holiday,
Saturday or Sunday;
“Business Hours” means between 0800 hours and 1800 hours on a day the Licensor is ordinarily open
for business in Melbourne, Victoria, Australia, other than a public holiday, Saturday or Sunday;
“Change” means changes to the Registry Software in accordance with Clause 8;
“Change Fee” means the fees and expenses set out in Item 6 of Schedule 10 payable by the Licensee to
the Licensor for the Changes;
“Confidential Information” means the confidential information of a Party which relates to the subject
matter of this Agreement and includes (without limitation) information relating to:
(a) the design, specification and content of the Licensor of the Registry Software;
(b) the design, specification and content of the Licensor of the Designated Equipment;
(c) the design, specification and content of the Licensor of the System Requirements;
(d) the personnel, policies or business strategies of the Licensor; and
(e) the terms upon which the Registry Software and other services are being supplied pursuant to
this Agreement;
“Configuration” means the assistance provided in the installation and configuration of the Designated
Equipment in accordance with Clause 0 (b);
“Configuration Fee” means the fees and expenses set out in Item 2 of Schedule 10 payable by the
Licensee to the Licensor for the Configuration;
“Customisation” means customisation of the Registry Software in accordance with Clause 0 (a);
“Customisation Fee” means the fees and expenses set out in Item 4 of Schedule 10 payable by the
Licensee to the Licensor for the Customisation;
“Day” and “Day Rate” means a single day, comprising a maximum of 8 hours in that single day;
“Delivery Date” means the date set out in Item 2 of Schedule 1;
“Designated Equipment” means the Designated Hardware and the Designated Software upon which
the Registry Software may be used;
“Designated Hardware” means the computer hardware set out in Item 1 of Schedule 4;
“Designated Software” means the computer software set out in Item 2 of Schedule 4;
“Documentation” means any documentation provided by the Licensor to the Licensee for the Registry
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Software;
“Expenses” means the expenses payable by the Licensee to the Licensor pursuant to the Items in
Schedule 10;
“Fees” means the fees payable by the Licensee to the Licensor pursuant to the Items in Schedule 10;
“Fees and Expenses” means the Fees and Expenses;
“Go Live Date” means the date set out in Item 8 of Schedule 1;
“Installation” means the assistance provided in the further installation of the Registry Software in
accordance with Clause 0 (c);
“Installation Completion” means the date the Registry Software is deemed to be installed in
accordance with Clause 2 (e) of Schedule 6;
“Installation Fee” means the fees and expenses set out in Item 3 of Schedule 10 payable by the
Licensee to the Licensor for the Installation;
“Intellectual Property Rights” means copyright, trade mark, design, patent, semiconductor or circuit
layout rights;
“Interest Rate” means the rate of interest set out in Item 6 of Schedule 1;
“Licence Term” means the period for the licence of the Registry Software set out in Item 1 of
Schedule 1 subject to the earlier termination of this Agreement;
“Maintenance Services” means the maintenance services provided for the Registry Software in
accordance with Clause 7;
“Maintenance Fee” means the fees and expenses set out in Item 5 of Schedule 10 payable by the
Licensee to the Licensor for the Maintenance Services;
“Maintenance Term” means the period set out in Item 10 of Schedule 1 subject to the earlier
termination of this Agreement;
“Moral Rights” means the right of integrity of authorship, the right of attribution of authorship, and the
right not to have authorship falsely attributed, more particularly as described in the Australian Copyright
Act 1968 (Cth), and rights of a similar nature anywhere in the World whether existing presently or which
may in the future come into existence;
“Registry Software” means the software outlined in Clause 2 of Schedule 2 and delivered to the
Licensee pursuant to Clause 0 and any Customisation and other changes (as a Change, as part of the
Maintenance Services or otherwise) made to the software by the Licensor pursuant to the terms of this
Agreement;
“Restraint Period” means the period set out in Item 4 of Schedule 1;
“Site” means the location set out in Item 5 of Schedule 1;
“Software Licence Fee” means the fee set out in Item 1 of Schedule 10 payable by the Licensee to the
Licensor for the use of the Registry Software during the Licence Term;
“System Requirements” means the requirements for the Registry Software set out in Schedule 3;
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“Testing Suite Software” means a software testing program of the Licensor which is capable of
ascertaining whether the Registry Software as installed is capable of performing to the System
Requirements in all material respects;
“Training” means training provided in accordance with the provisions set out in Schedule 6;
“UAE” means the United Arab Emirates; and
“Warranty Period” is the period set out in Item 3 of Schedule 1.
31 INTERPRETATION
In this Agreement unless the context otherwise requires:
(a) words importing the singular include the plural and vice versa;
(b) words importing a gender include every gender;
(c) references to any document (including this Agreement) are references to that document as
amended, consolidated, supplemented, novated or replaced from time to time;
(d) references to this Agreement are references to this Agreement and the Schedules;
(e) references to Clauses and the Schedules are references to clauses of, and the schedules to,
this Agreement;
(f) headings are for convenience only and shall be ignored in construing this Agreement;
(g) references to Parties or to a Party shall be a reference to the parties or a party to this
Agreement and includes references to their or its respective successors, permitted assigns,
executors and administrators;
(h) references to law shall include references to any constitutional provision, treaty, decree,
convention, statute, act, regulation, rule, ordinance, subordinate legislation, rule of common
law and of equity and judgment and shall include the requirements of any applicable stock
exchange;
(i) references to any law are references to that law as amended, consolidated, supplemented or
replaced from time to time;
(j) references to any person include references to any individual, company, body corporate,
association, partnership, firm, joint venture, trust and governmental agency;
(k) all Fees and Expenses in this Agreement are expressed in UAE Dirham (AED);
(l) prices and other payments which are expressed in a particular currency in this Agreement are
required to be made in that currency;
(m) references to hours are to Melbourne, Victoria, Australia time;
(n) no provision of this Agreement will be construed adversely to a Party solely on the ground that
the Party was responsible for the preparation of this Agreement or that provision; and
(o) each of the obligations of the Parties contained in this Agreement shall be separate and
independent and save as expressly provided shall not be limited by reference to any other
provision of this Agreement.
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EXECUTED AS AN AGREEMENT
EXECUTED for and on behalf of )

TELECOMMUNICATIONS REGULATORY )
AUTHORITY by )
who hereby certifies that he has authority to execute )
this Agreement on behalf of TELECOMMUNICATIONS ) Name:
REGULATORY AUTHORITY in the presence of: Position
Witness:
Name:
Address:
EXECUTED for and on behalf of AUSREGISTRY )

INTERNATIONAL PTY. LTD. ACN 091 236 088 )
by )
who hereby certifies that he has authority to execute )
this Agreement on behalf of AUSREGISTRY ) Name:
INTERNATIONAL PTY. LTD. as a deed in the Position
presence of:
Witness:
Name:
Address:
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SCHEDULE 1
Contract Details
Item 1 - Licence Term: From the Delivery Date to 5 years from the Go Live Date.
Item 2 – Delivery Date: The date referred to in Clause 4 (d) of Schedule 2.
Item 3 - Warranty Period: From Installation Completion to 1 year from the Go Live
Date.
Item 4 - Restraint Period: From the date of this Agreement to 1 year after the end of
the Licence Term.
Item 5 - Site: The location in the UAE at which the Registry Software may
be used by the Licensee as agreed by the Parties in writing
from time to time.
Item 6 – Interest Rate: 2% above the unsecured bank overdraft rate charged by
the Licensor’s bankers from time to time for the amount on
which interest is payable.
Item 7 – Hours: (a) 280 hours during the 1st year from the Go Live
Date.
(b) 240 hours per year thereafter.
Item 8 – Go Live Date: The date on which the registry system for the .ae domain
operated by the Licensee is launched by the Licensee or 2
months from the Installation Completion, whichever is the
earlier.
Item 9 – Licensee Notices: Address Line 1

Address Line 2
Attention: Name
Telephone: Phone
Facsimile: Fax
Email: Email
Item 10 – Maintenance Term: 5 years from the Go Live Date.
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SCHEDULE 2
Registry Software
1. Subject to the following provisions of this Schedule, the Licensor shall deliver the Registry Software in
binary form to the Licensee in accordance with the timeframe specified in Item 2 of Schedule 1.
2. The Registry Software will, subject to the following provisions of this Schedule 2, service the following
areas of a domain name registry:
• An Extensible Provisioning Protocol (EPP) Domain Name Registration System

• The Registry database
• A standard port 43 WhoIs Interface
• A web based interface to the WhoIs protocol
• A web based Registrar/Registry management interface which MUST accommodate all EPP
functionality, additional Registry management and reporting
• Billing and accounting systems
• DNS software
• A mechanism for synchronising the DNS zone files with the Registry Database (if required)
• A mechanism for synchronising the WhoIs database with the Registry Database (if required)
• Registrar EPP Toolkits.
3. (a) Upon execution of this Agreement, the Parties will work together in good faith to endeavour to
agree and document what customisation of the Registry Software (if any) is desired by the
Licensee to be made to meet the specific specifications, applications, functionalities and other
requirements of the Licensee.
(b) The work of the Licensor of working with the Licensee in endeavouring to agree and document
the preceding things of this Clause 3 of this Schedule and any customisation of the Registry
Software will be provided on a time and material basis in accordance with the provisions of
Schedule 7.
4. Upon agreement being reached in accordance with Clause 3 (a) of this Schedule or if the Parties agree
that no Customisation is required, the Licensor will provide the Licensee with:
(a) a non-binding estimate of the fees for;
(b) the time frame for completion of; and
(c) the things required to be done by the Parties for,
the Customisation (if any) as aforesaid for approval of the Licensee before commencing any
Customisation of the Registry Software; and
(d) the time frame for the delivery of the Registry Software.
5. The Parties agree that the items referred to in Clause 4 of this Schedule are estimates only, and:
(a) the Customisation of the Registry Software will be carried out on a time and material basis in
accordance with the provisions set out in Schedule 7;
(b) subject to Clause 5 (c) of this Schedule 2 and without limiting Clause 14, while the Licensor will
use all reasonable endeavours to meet the estimated time frame for completion of the
Customisation and delivery of the Registry Software, the Licensor will not be liable to the
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Licensee or any other person for any costs, expenses, loss or damage of any kind (including,
without limitation, direct, indirect, special or consequential loss or damage of any kind, loss or
profits, loss or corruption of data, business interruption or indirect costs) the Licensee or any
other person may suffer or incur (whether by the negligence or fault of the Licensor or
otherwise, except where the Licensor has purposefully acted in bad faith) in any way arising
out of or in connection with any delay in completing the Customisation and delivery of the
Registry Software; and
(c) (i) subject to Clause 5 (c) (ii) of this Schedule 2, in the event the Licensor does not
deliver the Registry Software to the Licensee by the Delivery Date, the Licensor will
pay the Licensee an amount calculated as:
(2% x Customisation Fee)/365
for each day for which the delivery of the Registry Software is delayed beyond the
Delivery Date; and
(ii) the Licensor will not be liable to pay the Licensee all or that part of the amount
referred to in Clause 5 (c) (i) of this Schedule 2 for any delay in the delivery of the
Registry Software if such delay is directly or indirectly caused or contributed to by:
(A) any act or omission of the Licensee; or
(B) an event of force majeure referred to in Clause 22.
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SCHEDULE 3
System Requirements
1. SYSTEM REQUIREMENTS
General Requirements:
• The Registry Software must be capable of being deployed on TRA owned equipment within the UAE, on
standard Intel (x86, EM64T or AMD equivalents) equipment
• The Registry software must be capable of being installed and administered by the TRA
• The Registry Software must be capable of being customised.
• Must be fully UTF8 compliant
• Must have support for IDN host names and email address
• Must have a billing and accounting engine
Registry Database Requirements:

• Must be capable of meeting the performance targets set out below
• Must be capable of being “backed up” whilst remaining online
• Must have scaling options
• Must have replication options
• Must have clustering options
• Must have demonstrated active support community (either commercial or otherwise)
EPP Registration System Requirements:

• The Registry Software must assist in implementing the Extensible Provisioning Protocol (EPP) and its
associated object bindings as developed by the Internet Engineering Task Force (IETF). EPP is a
proposed standard and defined in the following RFCs:
• RFC3730 – Extensible Provisioning Protocol (EPP)
• RFC3731 – Extensible Provisioning Protocol (EPP) Domain Name Mapping
• RFC3732 – Extensible Provisioning Protocol (EPP) Host Mapping
• RFC3733 – Extensible Provisioning Protocol (EPP) Contact Mapping
• RFC3734 – Extensible Provisioning Protocol (EPP) Transport Over TCP
• RFC3735 – Extensible Provisioning Protocol (EPP) Guidelines for Extending the Extensible
Provisioning Protocol (EPP)
Registry Database – Zone File Synchronisation:

• The synchronisation mechanism between the Registry database and the database used by the
authoritative DNS network must be capable of ensuring that all updates to information in the Registry
Database are reflected in the DNS within 5 minutes.
Toolkit Requirements:
• Toolkits must be provided in at least 3 languages (Perl, C++ and Java)
• Must be available as source under an appropriate license
• Must be able to be used freely without charge
• Must be actively maintained and must be demonstrated to be continuing to be actively maintained
during the Licence Term
• Must include appropriate documentation and examples
WhoIs Requirements:
• The Registry must make available a Port 43 WhoIs service that includes a “Black Listing” mechanism
that will ban a given IP address after a configurable number of queries.
• This limit will need to have the ability to be overridden on a per IP basis
• A web-based interface to the WhoIs that shares the same “black listing” mechanism
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• The web base WhoIs interface is to be protected by an “Image Verification Check” or other appropriate
mechanism.
Web Interface Requirements:

• Must be as securely protected as the EPP interface
• Must include a comprehensive reporting component
• Must include regulator and Registry management tools
DNS software requirements:

• DNS software must be available which is compliant with all current DNS standards and RFCs
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2. PERFORMANCE TARGETS (based on 40,000 domain names)
DNS SERVICE LEVEL TARGETS
DNS Service Availability:

• 100% per calendar month
Name Service Availability:
• At least 99% per calendar month
Name Server Availability:
• At least 98.9% per calendar month
Processing Time:
• Maintain an average response time of 100 milliseconds
EPP SERVICE LEVEL TARGETS
Service Availability
Processing Time
• At least 95% of query commands processed within .5 seconds
• At least 95% of transform commands processed within 1 second
DNS DATABASE SYNCHRONIZATION SERVICE LEVEL TARGETS
Update Delay
• The DNS update service must ensure that 95% of updates are reflected in the authoritative DNS
network within 5 minutes
WHOIS SERVICE LEVEL TARGETS
Processing Time
• At least 95% of transactions processed within 1 second
Update Delay
• At least 95% of updates to the Registry database are reflected in the WhoIs within 5 minutes
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WHOIS CHECK SERVICE LEVEL TARGETS
Processing Time
• At least 95% of transactions processed within 1 second
Update Delay
• At least 95% of updates to the Registry database are reflected in the WhoIs Check within 5 minutes
HTTP WEB INTERFACE SERVICE LEVEL TARGETS
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SCHEDULE 4
Designated Equipment
Set out below is the minimum non-exhaustive list of equipment required to be properly installed, configured and
maintained in good working order and free of error and defects in order for the Registry Software to be capable of
performing to the System Requirements.
Particular makes of equipment are provided for specification, application and functionality reference purposes
only. Other makes of equipment may be used provided they meet and provide the intended specifications,
applications and functionality.
As the actual hardware and software comprising the equipment (whether referred to below or other equipment
used) and any Customisation and Changes may have different specifications, applications and functionalities the
list set out below may not be exhaustive and further hardware and software may be required to be properly
installed, configured and maintained in good working order and free of errors and defects in order for the Registry
Software to be capable of performing to the System Requirements.
Without limiting the foregoing, the Licensee acknowledges that the following does not include equipment related
to management of the .ae registry, monitoring, backup, disaster recovery and related items.
Item 1 - Designated Hardware:
The Primary Registration System
The primary registration system comprises of two components the Registry Database and the EPP Application
servers. Each of these will be tackled independently.
ARI recommend this hardware be configured in either a Primary/Standby configuration using Oracle dataguard or
as a 2 node Oracle RAC cluster. The servers should meet the following requirements at a minimum.
(a) Database Servers (2 required)
• 2 x Dual-Core Intel Xeon 5160 3.0GHz/1333MHz
• 1 x 16GB RAM
• 2 x Redundant Power Supplies
• 1x Redundant Management Card (eg. HP iLO or IBM RSA II cards)
• 4 x Gigabit Ethernet Interface
• 2 x~70GB, 15K rpm, SAS HDD
• 1 x Battery Backed up RAID 10 capable SAS controller
• 2 x 4GB/s Fibre Channel Interface Card
(b) Database Storage
• 4GB/s, Cached Fibre Channel SAN with approximately 1TB of RAID 10, 15K RPM FC HDDs (as
many spindles as practical)
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Example of appropriate server is IBM x-series 3650, Fibre Channel SAN is IBM DS4700 series
*Note: SAN is shared with web server storage as detailed below.
(c) Application Servers (2 required)
2 application servers are required from a redundancy perspective only and should meet the following
requirements (at a minimum)
• 1 x 2GB RAM
• 1 x Remote Management Card (eg. HP iLO or IBM RSA II cards)
• 2 x ~70GB, 15K rpm, SAS HDD
Example of appropriate server is IBM x series 3550.
Primary Web Servers
2 web servers are required from a redundancy perspective only. These servers should have access to a shared
storage, either NAS or SAN based. SAN based access is preferred and can be achieved by having iSCSI access
to the above database SAN. The servers should meet the following requirements (at a minimum).
(a) Web Application Servers (2 required)
• 1 x 2GB RAM
• 2 x iSCSI/Gigabit Ethernet or Fibre Channel interface (depending on choice of storage)
Example of appropriate server is IBM x-series 3550.
(b) Web Storage Requirements
Approximately of 100GB of RAID 10 storage in either, the DB SAN listed above, accessible via iSCSI or
Fibre Channel, or in an independent NAS.
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OT&E Environments
As the OT&E environment is not mission critical, single servers are sufficient to meet the current demands of the
TRA. Should loads, usage patterns, client numbers etc increase, these systems can easily be scaled out by
“clipping on” extra application machine and/or migrating the database to a clustered environment.
(a) OTE Database Server (1 Required)
• 1 x 8GB RAM
Example of appropriate server is IBM x-series 3650
(b) OTE Application Server (1 Required)
• 1 x 2GB RAM
Primary WhoIs Service
(a) WhoIs Application Servers (2 required)
requirements (at a minimum):
• 1 x 2GB RAM
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Network Requirements
All of the above servers should be deployed on an appropriately configured N+1 redundant, secure and high
performance (gigabit Ethernet) network. ARI STRONGLY RECCOMENDS utilising Cisco Routers and Switches
and F5 BigIP Load balancers.
DNS Site
The DNS service is the fundamental part of any Domain name registry system. The primary DNS site will be
integrated with the network of the registration system above, thus only the Server components of the below are
relevant to it. However the following servers and network will be required for each DNS site.
(a) DNS Application Servers (2 required)
requirements (at a minimum):
• 1 x 2GB RAM
These servers should be configured with a fully redundant network that is capable of handling 10 times
the average load on the DNS infrastructure itself. As above ARI STRONGLY recommends Cisco
Routers and switching equipment be used along with F5 Big IP load balancers.
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Item 2 - Designated Software:
The following prices and other details are indicative and are subject to confirmation at time of purchase;
Qty Software Indicative Indicative Indicative Indicative Yearly

License Fee Total License License Maintenance
(QAR) Fee Term (QAR)
(QAR)
Primary Site
16 Redhat ES
6 Redhat AS
6 Oracle Enterprise CPU
4 Oracle RAC Add on
4 Oracle Partitioning Add on
3 Bind
2 Sun Web Server
Failover Site
1 Crystal Reports
11 Redhat ES
2 Redhat AS
2 Oracle Standard CPU
3 Bind
2 Sun Web Server
Each DNS Site
3 Redhat ES
2 Bind
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SCHEDULE 5
Licence Conditions
1. Licence Conditions
1.1 The Licensee may only use the Registry Software in accordance with the normal operating procedures
as notified by the Licensor.
1.2 The Registry Software may only be used pursuant to this Agreement:
(a) by the Licensee;
(b) at the Site; and
(c) solely in connection with the .ae domain name registry operated by the Licensee in the UAE
(and, without limitation, not with any other domain name or registry).
1.3 The Registry Software may not be used or stored on equipment other than Designated Equipment save
that at the sole risk of the Licensee it may be used on alternative equipment if:
(a) the Designated Equipment is temporarily inoperable due to malfunction, maintenance or

change of installation site; or
(b) the Licensor has otherwise given its consent in writing to such alternate use or storage.
1.4 The Licensee shall not copy, alter, modify or reproduce the Registry Software except to the extent
otherwise authorised by this Agreement or as expressly authorised by applicable copyright laws applying
in Australia or the UAE.
1.5 In addition to any other remedies available to the Licensor under this Agreement or otherwise, any
unauthorised use, alteration, modification, reproduction, publication, disclosure or transfer of the Registry
Software will entitle the Licensor to any available equitable remedy against the Licensee.
1.6 Except to the extent specified to the contrary in this Agreement, the Licensor shall not be obliged to
support the Registry Software, whether by providing advice, training, error-correction, modifications,
updates, new releases or enhancements or otherwise.
1.7 The Licensee acknowledges that there is no transfer of title or ownership to the Licensee of the Registry
Software or the Documentation or any modifications, updates or new releases of the Registry Software.
2. Copying
2.1 The Licensee shall not copy or reproduce the Registry Software or Documentation by any means or in any
form without the Licensor's prior written consent.
2.2 The Licensor will maintain a copy of the Registry Software for use by the Licensee for the purpose of
backup and security.
2.3 If the Licensor provides its prior written consent to the Licensee copying or reproducing the Licence
Software or Documentation, the Licensee shall only do so on the express terms and conditions on
which the Licensor provides its consent. The Licensee shall ensure any copy of the Registry Software
made pursuant to this Agreement bears notice of the Licensor's ownership of copyright and a notice
stipulating that the Registry Software contains information confidential to the Licensor. The Licensee
shall comply with any directions of the Licensor as to the form or content of such notices.
2.4 If requested by the Licensor, the Licensee shall issue a notice in a form approved by the Licensor to all
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employees and other authorised users of the Registry Software under its direction or control, advising
such persons of the Licensee's obligations under this Clause and also advising of the possible civil and
criminal consequences of a breach of this Clause.
3. Modifications
3.1 The Licensee shall not modify or alter the Registry Software or merge all or any part of the Registry
Software with any other software without the Licensor’s prior written permission.
3.2 If the Registry Software is modified or altered by the Licensor, or by the Licensee with the permission of
the Licensor pursuant to Clause 3 of this Schedule:
(a) the costs associated with the modifications or alterations or the costs arising out of the
investigation of the effects of proposed modifications or alterations will be borne solely by the
Licensee; and
(b) the Licensee will fully indemnify the Licensor against all liability which may be incurred by the
Licensor if such modifications or alterations infringe any Intellectual Property Rights of a third
person or otherwise cause the Licensor to suffer loss, damages or expense.
3.3 The Registry Software as modified or altered remains the property of the Licensor in all respects, whether
modified by the Licensee, the Licensor or a third party and whether or not authorised pursuant to this
Agreement. Specifically, the Licensee shall if necessary assign to the Licensor all Intellectual Property
Rights arising out of any modifications to the Registry Software.
3.4 This Agreement shall apply to the Registry Software as modified or altered.
3.5 The Licensee shall execute such documents and perform such other acts as are necessary in order to
give effect to Clause 3 of this Schedule.
3.6 The Licensee is not required to provide Maintenance Services in respect of Registry Software which has
been modified by the Licensee but may at its sole discretion elect to do so.
4. Reverse Engineering
The Licensee shall not reverse assemble or reverse compile or directly or indirectly allow or cause a
third party to reverse assemble or reverse compile the whole or any part of the Registry Software.
5. Security
5.1 The Licensee shall be solely responsible for the use, supervision, management and control of the
Registry Software and Documentation.
5.2 The Licensee shall ensure that the Registry Software is protected at all times from misuse, damage,
destruction or any form of unauthorised use.
5.3 The Licensee shall keep accurate records of use, copying, modification and disclosure of the Registry
Software. The Licensee shall permit the Licensor to inspect such records at any time during the
Licensee's normal business hours. If the Licensor requests, the Licensee shall furnish to the Licensor a
copy of all or any part of such records.
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SCHEDULE 6
Installation and Training
Installation
Included in the Software Licence Fee is provision for assistance to the Licensee in the installation of the Registry
Software on the Designated Equipment, as follows:
1. Upon delivery of the Registry Software in accordance with Clause 3, the Licensor will provide the
Licensee with a non-binding estimate of the expected time frame for the installation of the Registry
Software by the Licensee.
2. Subject to Clause 3 of this Schedule 6, the Licensor will at its own cost:
(a) make available the appropriate staff of the Licensor (the “Remote Installation Staff”) to remotely
(by telephone or on-line from Australia) assist the Licensee in the installation of the Registry
Software on the Designated Equipment; and
(b) ensure an appropriate staff person of the Licensor (the “On-site Installation Staff”) is available
at the Site to assist the Remote Installation Staff and the Licensee in the installation of the
Registry Software on the Designated Equipment
(the Remote Installation Staff and the On-Site Installation Staff are hereinafter collectively referred to as
the “Installation Staff”).
Subject to Clause 3 of this Schedule 6:
(c) the Installation Staff will be available following delivery of the Registry Software in accordance
with Clause 3 until the Installation Completion;
(d) following the installation of the Registry Software by the Licensee, the Licensor will run its
Testing Suite Software with the Registry Software to ascertain whether the Registry Software
as installed is capable of performing to the System Requirements in all material respects; and
(e) the installation of the Registry Software will be deemed to be completed if the Testing Suite
Software of the Licensor indicates that the Registry Software as installed is capable of
performing to the System Requirements in all material respects.
3. The provision of the Installation Staff for purposes of Clause 2 of this Schedule 6 is subject to:
(a) the Designated Equipment being properly and fully installed, configured and maintained in
good working order and free of errors or defects:
(i) as at the date of delivery of the Registry Software in accordance with Clause 3; and
(ii) at all times during the installation of the Registry Software;
(b) the Licensee commencing the installation of the Registry Software on the Designated
Equipment upon delivery of the Registry Software in accordance with Clause 3:
(i) promptly, efficiently and without delay or interruption: and
(ii) with suitably qualified and adequately trained operating and programming staff; and
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(c) there are no delays caused to the installation of the Registry Software as a result of:
(i) any of the things referred to in Clauses 3 (a) or (b) of this Schedule 6.
(ii) any other act or omission of the Licensee;
(iii) any of the things referred to in Clause 4 of Schedule 8; or
(iv) an event of force majeure referred to in Clause 22..
4. If:
(a) the Licensee desires that any of the Installation Staff attend on Site in addition to the On-site
Installation Staff; or
(b) the Licensee desires that the Installation Staff or any other staff of the Licensor assist the
Licensee in the installation of the Registry Software for a period of time greater than that
provided in Clause 2 of this Schedule 6;
such services will be provided on a time and material basis in accordance with Schedule 7; or
(c) there are any delays caused to the installation of the Registry Software as a result of any of the
things referred to in Clauses 3 (a) - (c) of this Schedule 6 and the On-site Installation Staff is
not able to otherwise be usefully engaged by the Licensor during such delays, the Licensor
may make an Additional Charge in respect of such time..
5. The Parties agree that the time frame provided by the Licensor to the Licensee for the installation of the
Registry Software by the Licensee in accordance with Clause 1 of this Schedule is an estimate only,
and the Licensor will not be liable to the Licensee or any other person for any costs, expenses, loss or
damage of any kind (including, without limitation, direct, indirect, special or consequential loss or
damage of any kind, loss or profits, loss or corruption of data, business interruption or indirect costs) the
Licensee or any other person may suffer or incur (whether by the negligence or fault of the Licensor or
otherwise, except where the Licensor has purposefully acted in bad faith) in any way arising out of or in
connection with any delay in completing the installation of the Registry Software on the Designated
Equipment.
Training
Included in the Software Licence Fee is provision for training the Licensee in the installation and functionality of
the Registry Software, as follows:
6. The Licensor will at its own cost provide training to the Licensee in the installation and functionality of
the Registry Software:
(a) in connection with the installation of the Registry Software on the Designated Equipment for a
continuos period of 10 (Business) Days at the Site; provided that the Licensee shall be
responsible for the provision of suitable premises, equipment and materials for the training and
for all of the costs of its own staff attending and participating in the training; and
(b) for a continuos period of 10 (Business) Days at the offices of the Licensor in Australia at a time
reasonably agreed by the Parties; provided that the Licensee shall be responsible for all travel,
accommodation, food and other allowances and costs of its staff to attend and participate in
the training.
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7. If the Licensee desires that the Licensor provide any further training in the installation and functionality
of the Registry Software from that provided for in Clause 6 of this Schedule 6 such training will be
provided on a time and material basis in accordance with Schedule 7.
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SCHEDULE 7
Time and Material Basis
1. If the Licensee desires, or this Agreement provides for the Licensor to:
(a) do any of the things referred to in Clauses 5.2 (ie. Customisation, Configuration or Installation)
or 8 (ie. Changes);
(b) do any of the things referred to in Clause 2 of Schedule 6; or
(c) provide any other goods or services not included within the provisions Clauses 3, 5, 6, 7 or 8,
and if the Licensor agrees to provide such goods or services:
(d) such services will be provided by the Licensor pursuant to the fees set out in Clause 2, and the
expenses set out in Clause 3, of this Schedule; and
(e) where practicable, the Licensor will provide the Licensee with a non-binding estimate of the
fees for the provision of such services for approval of the Licensee before commencing the
provision of the services.
2. Fees
The following fees will be charged by the Licensor to the Licensor for the provision of services pursuant
to the preceding Clauses of this Schedule:
Year 1 Year 2 Year 3 Year 4 Year 5

Day Rate Day Rate Day Rate Day Rate Day Rate
POSITION (QAR) (QAR) (QAR) (QAR) (QAR)
2. Expenses
(a) Daily Allowance
The Licensor will charge the Licensee out of pocket expenses for food, taxi, internet and other
incidentals incurred by the Licensor in connection with the provision of services pursuant to the
preceding Clauses of this Schedule at a rate of 400 QAR per day, per person. This figure will increase
at a rate of 5% per year.
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(b) Other Expenses
The Licensor will charge the Licensee all of the out of pocket expenses incurred by the Licensor in
connection with the provision of services pursuant to the preceding Clauses of this Schedule, such as
travel from Australia, accommodation, telephone, printing materials, collaterals and other out of pocket
costs of the Licensor.
Expenses will be charged at the cost of such items to the Licensor.
Below is a table of the indicative amount of some of the out of pocket expenses, but such amounts will
vary and are estimates only.
Activity Indicative Costs

(AED)
Average cost of 5 star hotel room (per night 1000 QAR each
per staff member)
Business class tickets to and from Dubai 22,000 QAR each
Out of pocket costs which are incurred in a currency other than in Qatari Riyal will be converted to
Qatari Riyal at the exchange rate published by ARI’s bank at the time such expenses are incurred or
invoiced.
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SCHEDULE 8
Warranty
1. If at any time during the Warranty Period the Licensee believes there is a defect or error in the Registry
Software which causes the Registry Software to be incapable of performing to the System Requirements
in all material respects, the Licensee shall notify the Licensor of such perceived defect or error.
2. The Licensor shall investigate the perceived defect or error notified pursuant to Clause 1 of this Schedule
and shall, upon the verification of the existence of the defect but subject always to Clause 14, rectify such
defect or error without additional charge to the Licensee.
3. If due investigation by the Licensor of a defect or error reported pursuant to Clause 1 of this Schedule
reveals that no such defect or error in fact exists or the Licensor is not liable for the defect or error, the
Licensor may make an Additional Charge in respect of such investigation.
4. The Licensor shall not be liable under this Schedule to the extent that a defect or error is in whole or part
caused by:
(a) the Licensee or a third party, including (without limitation) the failure of the Licensee or a third
party to maintain the Designated Equipment in good working order and free of errors or defects
or to otherwise use the Registry Software in accordance with specifications issued by the
Licensor from time to time;
(b) operation of the Registry Software in a manner other than that currently specified by the Licensor;
(c) modification, revision, variation, translation or alteration of the Registry Software not authorised
by the Licensor;
(d) the use of the Registry Software by a person other than an employee of the Licensor or by an
employee or the Licensee who is not suitably qualified and adequately trained to use the
Registry Software in the manner which caused the error or defect;
(e) use of computer programs other than the Registry Software;
(f) the failure of the Licensee to provide suitably qualified and adequately trained operating and
programming staff for the operation of the Registry Software;
(g) training of operating or programming staff;
(h) operator errors;
(i) incorrect use of the Registry Software;
(j) an equipment fault;
(k) equipment maintenance;
(l) a software (other than the Registry Software) fault;
(m) diagnosis or rectification of faults not associated with the Registry Software;
(n) furnishing or maintenance of accessories, attachments, supplies, consumables or associated

items, whether or not manufactured or distributed by the Licensor; or
(o) the Licensee's failure to comply with this Agreement or any other agreement with the Licensor.
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5. The Licensor does not warrant that the Registry Software will be free of defects or perform error free or
uninterrupted or that the Licensee will correct all defects or errors.
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SCHEDULE 9
Maintenance Services
1. Maintenance Services
The Maintenance Services comprise:
(a) the number of hours set out in Item 7 of Schedule 1 of support per year;
(b) the correction of errors and defects in the Registry Software which causes the Registry Software
to be incapable of performing to the System Requirements in all material respects; and
(c) the provision of updates and new releases of the Registry Software issued by the Licensor from
time to time.
in accordance with the following provisions of this Schedule 9.
2. Provision of Support
2.1 The Maintenance Services shall, at the sole option of the Licensor, take the form of:
(a) telephone advice;
(b) defect or error correction by means of on-line access;
(c) on-site attendance followed by such advice, programming or re-configuration as the Licensor
considers necessary; or
(d) such services as the Licensor considers are more effectively provided off-site.
2.2 The Licensor shall provide the Maintenance Services in response to a report by the Licensee of a
suspected defect or error in the Registry Software, which defect or error allegedly causes the Registry
Software to be incapable of performing to the System Requirements in all material respects.
2.3 The Licensor shall investigate the perceived defect or error notified pursuant to Clause 2.2 of this Schedule
and shall, upon the verification of the existence of the defect or error but subject always to Clause 14,
rectify such defect or error without additional charge to the Licensee.
2.4 If due investigation by the Licensor of a defect or error reported pursuant to Clause 2.2 of this Schedule
reveals that no such defect or error in fact exists or the Licensor is not liable for the defect or error, the
Licensor may make an Additional Charge in respect of such investigation.
3 Support Availability
3.1 The Licensor shall provide the Maintenance Services during Business Hours.
3.2 The Licensor does not warrant that it will be capable of promptly receiving, processing or otherwise
acting upon a request for Maintenance Services which is made outside of Business Hours.
3.3 The Licensor will initiate an investigation of the perceived defect or error notified in a request for
Maintenance Services, which is received by the Licensor from the Licensee during Business Hours
within 1 hour of receipt of such request.
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3.4 Immediately after making a request for Maintenance Services which may involve error correction or
program modification, the Licensee shall give the Licensor a documented example of the defect or error
which it alleges causes the Registry Software to deviate from the System Requirements.
3.5 The Licensee shall, if so requested by the Licensor, give the Licensor a listing of output and any other
data which the Licensor requires in order to reproduce operating conditions similar to those present when
any alleged defect or error in the Registry Software was discovered.
3.6 Hours of support provided for a year which are not used in a particular year, will expire and will not carry
forward to any subsequent year.
3.7 If the Licensee requests the Licensor to provide support for more hours than are provided for a year, the
Licensor may agree to provide such additional support, and if the Licensor does agree to provide such
additional support the Licensor shall do so on a time and material basis in accordance with the
provisions set out in Schedule 7 as soon as practicable.
3.8 If the Licensee requests the Licensor to provide on-site support, the Licensor may agree to provide such
support, and if the Licensor does agree to provide such on-site support the Licensor shall do so on a
time and material basis in accordance with the provisions set out in Schedule 7 as soon as practicable.
3.9 The Licensor will also provide the Licensee with a 24 hour, 7 days a week “catastrophic telephone
number” for use by the Licensee after Business Hours for a catastrophic failure of the entire Registry
Software.
3.10 If the Licensee uses the catastrophic telephone number or reports a catastrophic failure of the entire
Registry Software for:
(a) something which does not constitute a catastrophic failure of the entire Registry Software; or
(b) services of the type excluded pursuant to Clause 4.1 of this Schedule,
the Licensor may make an Additional Charge in respect of the Licensor’s attendances to such items.
4. Exclusions
4.1 Maintenance Services do not include:
(a) correction of errors or defects caused by the Licensee or a third party, including (without
limitation) by the failure of the Licensee or a third party to maintain the Designated Equipment in
good working order and free of errors or defects or to otherwise use the Registry Software in
accordance with specifications issued by the Licensor from time to time;
(b) correction of errors or defects caused by operation of the Registry Software in a manner other
than that currently specified by the Licensor;
(c) correction of errors or defects caused by modification, revision, variation, translation or

alteration of the Registry Software not authorised by the Licensor;
(d) correction of errors or defects caused by the use of the Registry Software by a person other
than an employee of the Licensor or by an employee or the Licensee who is not suitably
qualified and adequately trained to use the Registry Software in the manner which caused the
error or defect;
(e) correction of errors caused in whole or in part by the use of computer programs other than the
Registry Software;
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(f) correction of errors caused by the failure of the Licensee to provide suitably qualified and
adequately trained operating and programming staff for the operation of the Registry Software;
(g) training of operating or programming staff;
(h) rectification of operator errors;
(i) rectification of errors caused by incorrect use of the Registry Software;
(j) rectification of errors caused by an equipment fault;
(k) equipment maintenance;
(l) correction of errors or defects caused by software fault (other than the Registry Software);
(m) diagnosis or rectification of faults not associated with the Registry Software;
(n) furnishing or maintenance of accessories, attachments, supplies, consumables or associated

items, whether or not manufactured or distributed by the Licensor or the Software Owner; or
(o) correction of errors arising directly or indirectly out of the Licensee's failure to comply with this
Agreement or any other agreement with the Licensor or the Software Owner.
4.2 If the Licensee requests the Licensor to provide Maintenance Services of the type excluded pursuant to
Clause 4.1 of this Schedule, and if the Licensor does agree to provide such excluded services the
Licensor shall do so on a time and material basis in accordance with the provisions set out in Schedule
7.
4.3 The Licensor does not warrant that the Registry Software will be free of defects or perform error free or
uninterrupted or that the Licensee will correct all defects or errors.
5 Updates and New Releases
5.1 When reasonably required to do so by the Licensee, the Licensor shall demonstrate the extent to which
an update or new release is capable of providing functions and performance specified in the System
Requirements. The Licensor may make an Additional Charge in respect of any such demonstration.
5.2 In the event that the Licensee refuses to accept an update or new release of the Registry Software, the
Licensor may decline to continue Maintenance Services.
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SCHEDULE 10
Fees and Expenses
The following fees and expenses are payable by the Licensee to the Licensor:
*Item 1 – Software Licence Fee:
1,800,000 QAR, payable one half (ie. 900,000 QAR) within 14 days of the
date of this Agreement and one half (ie. 900,000 QAR) on the Go Live Date.
*Item 2 – Configuration Fee:
Time and material basis in accordance with the provisions set out in
Schedule 7, invoiced on a monthly basis and payable within 30 days of
invoice by the Licensor to the Licensee.
*Item 3 – Installation Fee:
*Item 4 – Customisation Fee:
*Item 5 – Maintenance Fee:
300,000 QAR payable in advance on the Go Live Date, and 450,000 QAR
payable annually in advance thereafter.
Services provided outside of those covered by the Maintenance Services,

time and material basis in accordance with the provisions set out in Schedule
7, invoiced on a monthly basis and payable within 30 days of invoice by the
Licensor to the Licensee.
*Item 6 – Change Fee:
*Item 7 – Additional Charge:
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*Each of the above Items are subject to the following provisions of this Schedule:
1. If the Licensee disputes the whole or any portion of the amount claimed in an invoice submitted by the
Licensor, the Licensee shall pay the portion of the amount stated in the invoice which is not in dispute
and shall notify the Licensor in writing within 7 days of receipt of the invoice of the reasons for disputing
the remainder of the invoice. If it is resolved that some or all of the amount in dispute ought to have
properly paid at the time of the first invoice, then the Licensee shall pay the amount finally resolved
together with interest on that amount in accordance with the terms of payment set out in the following
provisions of this Schedule.
2. The Licensee shall pay the Licensor interest at the Interest Rate on any amount due and not paid by the
Licensee within the timeframe required by this Agreement.
3. All of the Fees and Expenses are exclusive of taxes, duties and charges imposed or levied in Australia,
UAE or other jurisdictions on the goods and services provided by the Licensor to the Licensee pursuant
to this Agreement (“Taxes”). Without limiting the foregoing, the Licensee shall be liable for any new
taxes, duties or charges imposed subsequent to the date of this Agreement in respect of the goods and
services which are the subject of this Agreement.
4. In addition to paying the Fees and Expenses, the Licensee will:
(p) pay to the Licensor an amount equal to any Taxes payable on the goods and services provided
by the Licensor or other amount payable under this Agreement; and
(q) make such payment either on the date when the Fees and Expenses or other amounts to which it
relates is due or within 7 days after the Licensee is issued with an invoice for same, whichever is
the earlier.
5. The Licensee shall not make any withholdings, set off or deductions of any kind to the payments
required to be made by the Licensee to the Licensor pursuant to this Agreement.
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DISCLAIMER
The information contained in this document including any recommendations, suggestions or materials provided with this
document (“Information”) is provided to you on the terms and conditions of the following disclaimer by us namely:
We:
1. make no representation and give no warranty or assurance as to the accuracy, reliability or completeness of the
Information nor do we accept any responsibility arising in any way (including by negligence) for errors in, or omissions
from, the Information, except that the Information is given to you in good faith;
2. to the extent permitted by law, we will not be liable for loss of any kind, including damages, costs, interest, loss of
profit or special loss or damage arising from any inaccuracy or incompleteness of the Information (except if the
Information is not given to you in good faith);
3. are not responsible for any interpretation, opinion or conclusion that you form as a result of examining and reviewing
the Information;
4. make no representation and give no warranty or assurance as to the fitness or suitability of the Registry Systems set
out in the Information; and
5. recommend that you obtain your own independent legal, accounting and technical advice regarding the Information,
before acting on it.
You must:
1. make your own independent assessment and investigation of the Information;
2. not treat the Information as advice relating to legal, accounting or technical matters; and
3. consult your own advisors to verify the accuracy of the Information.

You acknowledge that:
1. we make no representation or warranty as to the accuracy, reliability or completeness of the Information;
2. where projections, forecasts, expected volumes, costs and scenarios are contained in the Information, these
projections or forecasts, expected volumes, costs and scenarios are illustrative only and reflect various assumptions
and expectations, which assumptions and expectations may or may not prove to be correct;
3. there may be changes in the law, existing local laws or technology changes since the compilation of the Information
which impacts on the Information;
4. the Information may not be appropriate for your needs and is not exhaustive; and
5. it is not possible for us to have regard to the your particular needs, objectives and circumstances in compiling the
Information.
DEFINITIONS
In this document;
“We”, “us” and “our” means AusRegistry International Pty Ltd ACN 103 729 620 and any of its officers, employees and
agents.
“You” and “your” means the authorised recipient of this document or any other person authorised by us who reads or relies
upon the Information.
SECRECY AND CONFIDENTIALITY OBLIGATIONS
1. You agree that you will:
(a) keep confidential all the Information and technical data disclosed in this document provided that you have the right to
disclose such Information to your employees and professional advisors insofar as it is necessary for them to know the
Information for the purpose of assessing whether you wish to become a licensee of the International Registry
Software; and
(b) not use any of our disclosures, the Information or other technical data, except for the purpose of assessing whether
you wish to become a licensee of the International Registry Software and on the terms of this document.
2. Notwithstanding the provisions of clause 1 you may disclose such of the Information if and to the extent that:
(a) such disclosure is forced by laws, regulations or orders;
(b) the Information is generally available in the public domain except where that is a result of a disclosure in breach of this
document; and
(c) you can prove that you knew the Information before it was disclosed to you by us.
©Copyright ‐ AusRegistry International Pty Ltd ACN 103 729 620. All rights reserved. Page 54

Appendix 10 - Sample Registry Software Licence

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Appendix 10 - Sample Registry Software Licence

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AUSREGISTRY INTERNATIONAL PTY. LTD.

TELECOMMUNICATIONS REGULATORY AUTHORITY

Clause Heading Page No.

THIS AGREEMENT is made the day of 20XX.

B. ARI is the successful respondent to the RFP.

NOW IT IS AGREED as follows:

Definitions are contained in Clause 30.

2. REGISTRY SOFTWARE SERVICES

(d) Warranty of the Registry Software (Clause 6);

in accordance with the following provisions of this Agreement.

3.2 The Licensee acknowledges and agrees that:

5. INSTALLATION AND CUSTOMISATION

5.2 If the Licensee desires the Licensor to:

9. FEES AND EXPENSES

10.1 The Licensee shall:

11.5 This Clause 11 shall survive the termination of this Agreement.

12.3 This Clause 12 shall survive termination of this Agreement.

13 INTELLECTUAL PROPERTY RIGHTS

(a) the claim arises from an event specified in Clause 13.3; or

(i) replace the goods or supply equivalent goods;

(ii) repair the goods;

(iv) pay the costs of having the goods repaired; and

(i) supply the services again; or

(ii) pay the costs of having the services supplied again.

14.8 This Clause 14 shall survive termination of this Agreement.

(a) cease to use the Registry Software;

(b) retain any moneys paid;

(e) pursue any additional or alternative remedies provided by law.

(a) if sent by hand when left at the address of the recipient;

(b) if sent by pre-paid post, 14 days after the date of posting;

Attention: General Counsel

Telephone: +61 3 9866 3710

(b) to the Licensee as set out in Item 9 of Schedule 1.

(a) the Clauses of this Agreement; and then

(b) the Schedules.

In this Agreement, unless the context otherwise requires:

“Change” means changes to the Registry Software in accordance with Clause 8;

(d) the personnel, policies or business strategies of the Licensor; and

“Delivery Date” means the date set out in Item 2 of Schedule 1;

“Fees and Expenses” means the Fees and Expenses;

“Restraint Period” means the period set out in Item 4 of Schedule 1;

“Site” means the location set out in Item 5 of Schedule 1;

“UAE” means the United Arab Emirates; and

“Warranty Period” is the period set out in Item 3 of Schedule 1.

In this Agreement unless the context otherwise requires:

(b) words importing a gender include every gender;

(m) references to hours are to Melbourne, Victoria, Australia time;

EXECUTED for and on behalf of )

EXECUTED for and on behalf of AUSREGISTRY )

Item 2 – Delivery Date: The date referred to in Clause 4 (d) of Schedule 2.

(b) 240 hours per year thereafter.

Item 9 – Licensee Notices: Address Line 1

Item 10 – Maintenance Term: 5 years from the Go Live Date.

• An Extensible Provisioning Protocol (EPP) Domain Name Registration System

(a) a non-binding estimate of the fees for;

(b) the time frame for completion of; and

(c) the things required to be done by the Parties for,

(2% x Customisation Fee)/365

(A) any act or omission of the Licensee; or

(B) an event of force majeure referred to in Clause 22.

Registry Database Requirements:

EPP Registration System Requirements:

Registry Database – Zone File Synchronisation:

Web Interface Requirements: