Indemnification of ICANN: Overview, definition, and example
What is indemnification of ICANN?
Indemnification of ICANN refers to a contractual obligation where a party, typically a domain name registrar or registry operator, agrees to protect and compensate the Internet Corporation for Assigned Names and Numbers (ICANN) against legal claims, liabilities, damages, or costs that arise from the party’s actions or non-compliance with ICANN policies. This clause ensures that ICANN is not held responsible for disputes or regulatory violations related to the operations of registrars or registry service providers.
For example, if a domain registrar is sued by a third party for improper domain registrations, the registrar, under an indemnification clause, may be required to cover ICANN’s legal costs and liabilities arising from the lawsuit.
Why is indemnification of ICANN important?
Indemnification of ICANN is important because it helps ICANN maintain its role as a neutral regulatory body overseeing the domain name system (DNS). Without indemnification, ICANN could face financial and legal risks from disputes involving registrars, registries, or other contracted parties.
For domain registrars and registry operators, this clause clarifies their responsibility for compliance with ICANN policies and shields ICANN from direct liability. It also ensures that domain-related disputes or misconduct by registrars do not compromise ICANN’s ability to manage global internet governance effectively.
Understanding indemnification of ICANN through an example
Imagine a domain registrar fails to verify domain ownership properly, leading to a third-party lawsuit claiming trademark infringement. If the registrar has an indemnification agreement with ICANN, the registrar must cover ICANN’s legal defense costs and any damages awarded against ICANN. This prevents ICANN from bearing the financial burden of the registrar’s error.
In another scenario, a registry operator mismanages a top-level domain (TLD), resulting in a security breach affecting domain owners. ICANN, as the overseeing authority, might be named in legal actions, but the registry operator’s indemnification obligation would require them to compensate ICANN for any associated costs.
An example of an indemnification of ICANN clause
Here’s how an indemnification of ICANN clause might appear in a contract:
“The Registrar agrees to indemnify, defend, and hold harmless ICANN, its officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to the Registrar’s breach of this Agreement, non-compliance with ICANN policies, or any third-party claims related to the Registrar’s domain name registration activities.”
Conclusion
Indemnification of ICANN protects the organization from legal and financial risks related to the actions of registrars and registry operators. By requiring contracted parties to assume responsibility for their own compliance and legal disputes, this clause ensures that ICANN can continue its role in managing the global domain name system without direct liability for operational failures or policy violations.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.