exv10w2w1



 




Exhibit 10.2.1

Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked
“[***]” and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




	 	 	 	 	 
	Amendment No. 55 (CA)	 	Date: November 1, 2006
	SOW:

	 	 oNo	 	 
	 

	 	 þYes	 	 










STATEMENT OF WORK




FOR




IMPLEMENTATION OF RELEASE 3.3 WITH CHANGE ORDERS

358, 386, 392 AND 393 AND MODIFICATIONS TO EXHIBIT G




UNDER




CONTRACTOR SERVICES AGREEMENT FOR NUMBERING

ADMINISTRATION CENTER / SERVICE MANAGEMENT

SYSTEM




CONFIDENTIAL




Page 1









 




Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked
“[***]” and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




	 	 	 	 	 
	Amendment No. 55 (CA)	 	Date: November 1, 2006
	SOW:

	 	 oNo	 	 
	 

	 	 þYes	 	 





STATEMENT OF WORK




UNDER




CONTRACTOR SERVICES AGREEMENT FOR NUMBERING

ADMINISTRATION CENTER / SERVICE MANAGEMENT SYSTEM




Implementation of Release 3.3 with Change Orders 358, 386, 392 

and 393 and Modifications to Exhibit G




1. PARTIES



This Statement of Work (this “SOW”) is entered into pursuant to Article 13 and Article 30 of, and
upon execution shall be a part of, the Contractor Services Agreement for Number Portability
Administration Center/Service Management System (the “Master Agreement”) by and between NeuStar,
Inc., a Delaware corporation (“Contractor”) and the Canadian LNP Consortium, Inc., a corporation
incorporated under the laws of Canada (the “Customer”).




2. EFFECTIVENESS



This SOW shall be effective as of the 1st day of November, 2006 (the “SOW Effective Date”) only
upon execution of this SOW by Contractor and Customer. The number in the upper left-hand corner
refers to this SOW. Undefined capitalized terms used herein shall have the meanings ascribed by
the Master Agreement.




3. ADDITIONAL SERVICES





	 	3.1	 	Implementation of Release 3.3 




Contractor has implemented and maintains Release 3.3 in both the production and disaster recovery
sites of the Canadian service area as of April 9, 2006, which implementation, for greater
certainty, was and shall be, at no cost to the Customer or any Canadian User, except as set forth
in Section 7 below. Notwithstanding the foregoing, Customer and the Canadian Users have
independently determined that there is an existing requirement in the Canadian service area for the
functionality contained in the Change Orders (as defined in Section 3.2 below), and have requested
the implementation of such Change Orders by Contractor pursuant to this SOW.





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“[***]” and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




	 	 	 	 	 
	Amendment No. 55 (CA)	 	Date: November 1, 2006
	SOW:

	 	 oNo	 	 
	 

	 	 þYes	 	 




Notwithstanding the foregoing, and for greater certainty, Release 3.3 forms part of the Canadian
NPAC/SMS and is subject to the terms and conditions of the Master Agreement, as amended.





	 	3.2	 	Additional Services




Contractor shall perform the Additional Services set forth herein. The Additional Services under
this SOW consist exclusively of the work set forth below (collectively, the “Software Development
Work”) necessary to implement the change orders (the “Change Orders”) set forth below in Section
3.4, which Change Orders Contractor has already incorporated and implemented in Release 3.3 of the
NPAC/SMS Software (“Release 3.3”), and which Software Development Work Contractor has already
performed for other customers. The Additional Services under this SOW are an Enhancement to the
Canadian NPAC/SMS Software as defined in the Master Agreement. Customer and Contractor each agree
that following deployment of Release 3.3 in the Canadian service area, except with respect to
“Embedded Functionalities” (defined below) and the Change Orders implemented pursuant to this SOW,
Canadian Users will not be granted or entitled to access or use any of the functionalities of any
of the other change orders in Release 3.3 (the “Excluded Change Orders”), until Customer executes
and delivers a Statement of Work with and to Contractor with respect to such Excluded Change
Orders, as set forth below. Until such time and without execution of such a Statement of Work by
and between Customer and Contractor, Canadian Users shall be granted and shall be entitled to
access and use, in addition to the Change Orders, only those functionalities of Release 3.3 which
either: (1) do not implement the Excluded Change Orders; or (2) which implement the Excluded Change
Orders but which are inherent or embedded in Release 3.3 which are not severed and which must be
accessed or used to access and use the other functionalities of Release 3.3, including the Change
Orders (such inherent or embedded functionalities referred to as the “Embedded Functionalities”).





	 	3.3	 	Software Development Work 




The Software Development Work includes the following activities already performed for other
customers of Contractor as of the SOW Effective Date: NPAC/SMS requirements definition; NPAC/SMS
system design; NPAC/SMS code and unit test; NPAC/SMS system integration test; NPAC/SMS system and
regression test; program management; quality assurance; configuration control and documentation
management.





	 	3.4	 	Change Orders




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“[***]” and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




	 	 	 	 	 
	Amendment No. 55 (CA)	 	Date: November 1, 2006
	SOW:

	 	 oNo	 	 
	 

	 	 þYes	 	 




Contractor shall implement and provide to Customer the functionality of the North American
Numbering Council (NANC) Change Orders set forth below.





	 	•	 	NANC 358 — Change SPID Definition






The current ASN.1 definition allows the SPID to be variable 1-4 alphanumeric characters.
The current behavior in the NPAC requires SPID to be four alphanumeric characters, as
defined in the current data model in the FRS — a “New Service Provider ID, Character (4),
Old Service Provider ID, Character (4)”, and the GDMO “Valid values are the Facilities Id
(or OCN) of the service provider.”




This Change Order will correct the ASN.1 definition to match the current implementation.




	 	•	 	NANC 386 — Single Association for SOA/LSMS






Currently, the FRS does NOT address the number of concurrent connections to the NPAC using
the same CMIP association function and specific bit mask value. Therefore, there are no
requirements to either support or deny this functionality. Because change order ILL-5 was
proposed during the initial implementation of the NPAC, the NPAC partially supports
multiple associations. This partial implementation can allow a situation where there are
one or more non-functional CMIP associations between a SOA/LSMS and the NPAC. This
situation causes an unnecessary consumption of NPAC resources (and possibly SOA/LSMS
resources as well).




This Change Order will remedy this situation by only allowing a single CMIP association
between a SOA/LSMS and the NPAC, for any given association function and specific bit mask
value. In the update, if a valid association is active, and a new association request with
the same bit mask is sent from a SOA/LSMS to the NPAC, the NPAC will abort the first
association, and process the request for the second association.




	 	•	 	NANC 392 — Removal of Cloned Copies of SVs and NPBs






Currently, the FRS requires the NPAC to create cloned copies of SVs and NPBs (a pre-change
snapshot, with a new ID and status = old) when various updates are performed (modifies, NPA
Splits, SPID Migrations, etc.). This is in addition to updating the data on the “real”
SV/NPB. These cloned copies are never broadcast



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“[***]” and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




	 	 	 	 	 
	Amendment No. 55 (CA)	 	Date: November 1, 2006
	SOW:

	 	 oNo	 	 
	 

	 	 þYes	 	 





to the SOA or LSMS, so neither system knows about these SVs/NPBs. Additionally, some
Service Providers have stated that the current functionality is confusing because of the
cloned copies, which are returned in a query, since the SOA or LSMS does not know about
these ported numbers and their associated “intermediate” SV-IDs.




This Change Order will remedy this situation by eliminating the “intermediate” records.
The known/broadcasted records will remain in the NPAC, based on current functionality, and
will continue to be updated when modified to reflect the current SV/NPB data.




	 	•	 	NANC 393 — NPAC Performance Requirements






The LNPAWG’s Architecture Planning Team evaluated performance numbers and performance
requirements, based on porting projections published in the NFG Model (NPAC Forecasting
Group). These projections were used along with available actual volume (top 5 SOA
participation percentages, peak/offpeak volume percentages, mix of
activates/modifies/disconnects, busy hour/busy day, etc.), to obtain updated performance
requirements for the NPAC/SMS.




The current FRS performance requirements do not fully account for sustained and peak
performance requirements. This Change Order provides NPAC/SMS performance requirements to
account for sustained, peak, and total bandwidth numbers. These new numbers represent a
clarification of the measurement of NPAC performance.




These changes are reflected in the FRS with the deletion of assumptions AR6-1 and AR6-2,
the addition of assumptions AR6-3, AR6-4, AR6-5, and AR6-6, the deletion of requirement
R6-29.1, the updating of requirements R6-28.1, R6-28.2, and R6-29.2, and the addition of
requirements RR6-107, RR6-108, and RR6-109. These updated NPAC performance requirements,
as specified in the revised FRS, affect Exhibit G and Article 31 of the Master Agreement,
which shall be amended accordingly as provided herein.




	 	3.5	 	Acceptance




If not accepted sooner by Customer, the Additional Services shall be deemed to have been accepted
(“Acceptance”) upon the absence of Critical Defects (as defined herein) in Release 3.3 as
implemented hereunder as of thirty (30) days after the SOW Effective Date. For purposes of this
Section 3.3, a “Critical Defect” shall mean any functional



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“[***]” and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




	 	 	 	 	 
	Amendment No. 55 (CA)	 	Date: November 1, 2006
	SOW:

	 	 oNo	 	 
	 

	 	 þYes	 	 




defect in the Canadian NPAC/SMS that prevents one or more Users from performing a create, activate,
modify, or delete of a ported number record. The Critical Defect must be reproducible by Customer
and Contractor, and one for which no acceptable alternative functionality can be identified.




4. OUT OF SCOPE SERVICES



This SOW contains the agreed upon terms and conditions that shall govern Contractor’s performance
of the Additional Services described herein. The Additional Services provided for in this SOW shall
not be interpreted, implied, or assumed to include any other service(s) (hereinafter “Out of Scope
Services”), which Out of Scope Services shall be provided in accordance with the Master Agreement
and, specifically, Article 13, Additional Services.




5. APPLICABLE DOCUMENTS



The following internal documents are applicable to the Additional Services contemplated under this
SOW:




	 	 	 
	Ö

	 	Functional Requirements Specifications
	N/A

	 	Requirements Traceability Matrix
	N/A

	 	External Design
	N/A

	 	System Design
	N/A

	 	Detailed Design
	N/A

	 	Integration Test Plan
	N/A

	 	System Test Plan
	N/A

	 	Software Quality Assurance Program Report
	N/A

	 	User Documentation
	N/A

	 	Software Configuration Management Plan
	N/A

	 	Standards and Metrics






6. IMPACTS ON MASTER AGREEMENT



The following portions of the Master Agreement are impacted by this SOW:




	 	 	 
	None

	 	Master Agreement
	Ö

	 	Exhibit B Functional Requirements Specification
	None

	 	Exhibit C Interoperable Interface Specification
	None

	 	Exhibit E Pricing Schedules






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“[***]” and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




	 	 	 	 	 
	Amendment No. 55 (CA)	 	Date: November 1, 2006
	SOW:

	 	 oNo	 	 
	 

	 	 þYes	 	 





	 	 	 
	None

	 	Exhibit F Project Plan and Test Schedule
	Ö

	 	Exhibit G Service Level Requirements
	None

	 	Exhibit H Reporting and Monitoring Requirements
	None

	 	Exhibit I Key Personnel
	None

	 	Exhibit J User Agreement Form
	None

	 	Exhibit K External Design
	None

	 	Exhibit L Infrastructure/Hardware
	None

	 	Exhibit M Software Escrow Agreement
	None

	 	Exhibit O Statement of Work Cost Principles






7. COMPENSATION





	 	7.1	 	Obligation




Upon Acceptance of the Additional Services set forth in this SOW, Contractor shall be entitled to
be compensated for the Additional Services described herein in the amount and on the terms and
conditions described below. Such compensation shall be the obligation of each applicable User. For
the purposes of and in accordance with Section 23.3 of the Master Agreement (“Users Liability for
Payments”), Additional Services, to the extent actually performed, shall be considered to be
services performed prior to any effective date of termination. Accordingly, and notwithstanding any
other provisions to the contrary in the Master Agreement or any exhibit attached thereto, but
subject to Section 23.3 of the Master Agreement, in the event any amounts owed pursuant to this SOW
remain outstanding upon any termination or expiration of the Master Agreement or this SOW, such
amounts shall be immediately due and payable by the applicable User, as provided for herein.





	 	7.2	 	Pricing




The Change Orders have been incorporated into Release 3.3 of the NPAC/SMS Software under Statements
of Work in all United States Service Areas, for the prices set forth in Table 1 below.



The Change Orders have been subject to pricing in accordance with the Statements of Work listed in
Table 1. The “Aggregate Change Order Price” set forth in Table 1 refers to that portion of the
“SOW Price” in the applicable SOW allocated to the identified Change Order. Contractor has billed
the seven United States “Subscribing Customers” equally for the Aggregate Change Order Price.




Page 7









 







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“[***]” and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




	 	 	 	 	 
	Amendment No. 55 (CA)	 	Date: November 1, 2006
	SOW:

	 	 oNo	 	 
	 

	 	 þYes	 	 




The pricing (the “SOW Price”) for Customer under this SOW shall be a non-recurring charge equal to
a one-eighth share of the Aggregate Change Order Price corresponding to each Change Order, as set
forth below in Table 1 as the “Customer Share”, whereby the Canadian price is calculated using the
currently-specified conversion rate of 1.1274 in accordance with SOW46 Revision 2.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Aggregate Change	 	 	 	 
	 	 	 	 	 	 	Order Price	 	Customer Share	 	Customer Share
	Change Order	 	SOW	 	($US)	 	(US$)	 	(CA$)
	NANC 358
	 	 	SOW49R1	 	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	NANC 386
	 	 	SOW49R1	 	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	NANC 392
	 	 	SOW49R1	 	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	NANC 393
	 	 	SOW49R1	 	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 
	TOTAL
	 	 	 	 	 	$	[***]	 	 	$	[***]	 	 	$	[***]	 






Table 1



Contractor represents and warrants that the Aggregate Change Order Prices for each Change Order
were calculated and billed under Statements of Work for the NAPM under similar, but not identical
terms and conditions. Contractor acknowledges and agrees that the pricing for the Additional
Services corresponding to Change Orders have been derived and calculated in material compliance
with Exhibit O of the Master Agreement.



For greater certainty, the pricing set forth herein shall be specific and applicable to this SOW
55(CA) only, and shall not constitute or be construed as any form of precedent or course of dealing
between the Parties with respect to the method of allocation of Statement of Work costs as between
customers of the Contractor, or the applicability of Exhibit O generally, and further shall not be
accepted or be deemed to be accepted by the Parties as applicable to any other Statement of Work
that may be entered into between the Parties.





	 	7.3	 	Payment




Contractor shall prepare invoices and bill Users the Non-Recurring Charge, as directed by Customer
in an Allocation Model and in accordance with the Master Agreement and NPAC/SMS User Agreements
thereunder. Contractor shall prepare invoices in accordance with the Master Agreement invoicing,
which may include invoicing for charges under other Statements of Work agreed to pursuant to
Article 13 of the Master

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“[***]” and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




	 	 	 	 	 
	Amendment No. 55 (CA)	 	Date: November 1, 2006
	SOW:

	 	 oNo	 	 
	 

	 	 þYes	 	 




Agreement, on the last day of a calendar month and shall send such invoice to each User for the
amount of its User charges. Contractor shall include a summary of the charges under this SOW in
the monthly billing report issued to Customer. All invoices shall be due and payable within
forty-five (45) days of the date of the invoice. Late payments will be subject to a one and
one-quarter percent (1.25%) interest charge per month, or, if lower, the maximum rate permitted by
law.





	 	7.4	 	Disputes




Any billing disputes shall be promptly presented to Contractor in reasonable detail, in writing.
Any requests for adjustment shall not be cause for delay in payment of the undisputed balance due.
User may withhold payment of any amounts which are subject to a bona fide dispute; provided it
shall pay all undisputed amounts owing to Contractor that have been separately invoiced to User.
If re-invoice occurs following the thirty (30) day payment schedule, then such invoice for the
undisputed amount shall be paid within ten (10) business days of receipt by User. User and
Contractor shall seek to resolve any such disputes expeditiously, but in any event within thirty
(30) days after receipt of notice thereof. All disputed amounts ultimately paid or awarded to
Contractor shall bear interest from the thirtieth (30th) day following the original invoice date.





	 	7.5	 	Taxes




Each User shall remit to or reimburse Contractor for any taxes that it is obligated to pay by law,
rule or regulation or under this SOW or its respective NPAC/SMS User Agreement.




8. MODIFICATIONS TO EXHIBIT G





	 	8.1	 	Background




NANC 393 provides consistent SOA to NPAC and NPAC to LSMS transaction requirements, for sustained
rates, and adds a region-wide performance requirement. The SOA rate doubles; the LSMS rate
effectively remains constant (but reflects the 4.0 CMIP transactions/second sustained LSMS
transaction rate rather than the peak 5.2 CMIP transaction (i.e., 25 TNs per second) rate. The
overall impact of NANC 393 is an enhanced performance requirement.



Because the current Functional Requirements Specification (“FRS”) performance requirements do not
fully account for sustained and peak performance requirements, NANC 393 provides NPAC/SMS
performance requirements to account for sustained,

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“[***]” and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




	 	 	 	 	 
	Amendment No. 55 (CA)	 	Date: November 1, 2006
	SOW:

	 	 oNo	 	 
	 

	 	 þYes	 	 




peak, and total bandwidth numbers. These new numbers represent a clarification of the measurement
of NPAC performance. These changes are reflected in the FRS with the deletion of assumptions AR6-1
and AR6-2, the addition of assumptions AR6-3, AR6-4, AR6-5, and AR6-6, the deletion of requirement
R6-29.1, the updating of requirements R6-28.1, R6-28.2, and R6-29.2, and the addition of
requirements RR6-107, RR6-108, and RR6-109. The updated NPAC performance requirements, as
specified in the revised FRS, affect Exhibit G under the Master Agreement.



Upon the completion of all the activities set forth above and the implementation of NANC 393 in the
Canadian Service Area, the changes to SLR5 set forth below in Section 8.2 and the changes to SLR6
set forth in Section 8.3 shall take effect on the first day of the month following the latest date
of signature of this SOW by either Party.





	 	8.2	 	SLR 5 Change




As a result of the update to NPAC performance requirement R6-28.1 and the addition of performance
requirement RR6-107, SLR5 — SOA to NPAC Interface Transaction Rates (Customer) of Exhibit G
(Service Level Requirements) under the Master Agreement applicable in the Canadian Service Area is
hereby amended by deleting in its entirety the “Service Commitment Level” entry for SLR 5 — SOA to
NPAC Interface Transaction Rates (Customer) in this Service Area and replacing it with the
following:





To the extent there is sufficient load, maintain, for 95% of the CMIP transactions,
a rate of 4 CMIP transactions per second (sustained) for each SOA to NPAC SMS
interface association; however, this interface requirement does not apply when
there are at least 40 CMIP transactions per second (sustained) for a single
NPAC/SMS region. Neither criterion applies if throughput is impacted by delays
caused by all Users.




	 	8.3	 	SLR 6 Change




As a result of the deletion of requirement R6-29.1 and the update to NPAC performance requirement
R6-29.2 and introduction of performance requirements RR6-108 and RR6-109, the “Service Commitment
Level” entry for SLR 6 — NPAC to LSMS Interface Transaction Rates (Customer) in the Canadian
Service Area is deleted in its entirety and replaced with the following:





To the extent there is sufficient offered load, maintain, for 95% of the CMIP
transactions, a rate of 4 CMIP transactions per second (sustained) over each
NPAC/SMS to LSMS interface association; however, this



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“[***]” and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




	 	 	 	 	 
	Amendment No. 55 (CA)	 	Date: November 1, 2006
	SOW:

	 	 oNo	 	 
	 

	 	 þYes	 	 






interface requirement does not apply when there are at least 156 CMIP transactions
per second (sustained) for a single NPAC/SMS region. Neither criterion applies if
throughput is impacted by delays caused by all Users.




	 	8.4	 	Modification of Article 31




R6-29.1 and R6-29.2 formed the basis for the final milestone throughput goal of 25 TN’s per second.
Contractor represents that it has achieved well in excess of 25 TNs per second in laboratory
tests. Therefore, Contractor and Customer agree that the first Paragraph of Article 31, as
introduced by Article 19 of that certain Amending Agreement, effective March 31, 2003, is hereby
rescinded in its entirety.




9. MISCELLANEOUS





	 	9.1	 	Counterparts




This SOW may be executed in two or more counterparts and by different parties hereto in separate
counterparts, with the same effect as if all parties had signed the same document. All such
counterparts shall be deemed an original, shall be construed together and shall constitute one and
the same instrument.





	 	9.2	 	Continuation of Master Agreement and User Agreement




Except as specifically modified and amended hereby, all the provisions of the Master Agreement and
the User Agreements entered into with respect thereto, and all exhibits and schedules thereto,
shall remain unaltered and in full force and effect in accordance with their terms. From and after
the date hereof, any reference in either the Master Agreement to itself and any Article, Section or
subsections thereof or to any Exhibit thereto, or in any User Agreement to itself or to the Master
Agreement and applicable to any time from and after the date hereof, shall be deemed to be a
reference to such agreement, Article, Section, subsection or Exhibit as modified and amended by
this SOW. From and after the SOW Effective Date, this SOW shall be a part of the Master Agreement
and, as such, shall be subject to the terms and conditions therein.




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“[***]” and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




	 	 	 	 	 	 	 
	Amendment No. 55 (CA)	 	Date: November 1, 2006
	SOW:
	 	 oNo	 	 
	 
	 	 þYes	 	 






	 	9.3	 	Entire Agreement




This SOW sets forth the entire understanding between the Parties with regard to the subject matter
hereof and supersedes any prior or contemporaneous agreement, discussions, negotiations or
representations between the Parties, whether written or oral, with respect thereto.




[THIS SPACE INTENTIONALLY LEFT BLANK]




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“[***]” and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




	 	 	 	 	 
	Amendment No. 55 (CA)	 	Date: November 1, 2006
	SOW:

	 	 oNo	 	 
	 

	 	 þYes	 	 




IN WITNESS WHEREOF, the undersigned have executed and delivered this Statement of Work:




CONTRACTOR: NeuStar, Inc.




	 	 	 	 	 
	 	 	 
	Signature:  	  /s/ Michael O’Connor
 	 	 
	 	Name:  	Michael O’Connor 	 	 
	 	Title:  	VP—Customer Relations 	 	 



Date: 19 December 2006




CUSTOMER: Canadian LNP Consortium, Inc. 




	 	 	 	 	 
	 	 	 
	Signature:	/s/ Jacques Sarrazin 	 	 
	 	Name:  	/s/ Jacques Sarrazin 	 	 
	 	Title:  	President 	 	 



Date: December 20, 2006




Payment Term (check one): þ Lump Sum





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