exv10w1w1



 







Exhibit
10.1.1







December 4, 2006




Mel Clay, NAPM LLC Co-Chair

BellSouth

675 W. Peachtree St. N.E.

Room 20G40

Atlanta, GA 30375




Tim Decker, NAPM LLC Co-Chair

Verizon

600 Hidden Ridge

MC: HQE02N40

Irving, TX 75038




Re: Modifications to the Scheduled Service Unavailability (SSU) Window 




Dear Mel and Tim:



On November 14, 2006, the LNPA-WG issued a recommendation for service provider maintenance
windows. As a result, the NPAC SSU window must be conformed to the LNPA-WG’s recommendation.
Therefore, effective on January 1, 2007, and for one (I) year thereafter, the following
modifications to Paragraph 1 (Amendment to Exhibit G) of Exhibit 1 (Attachment 3 to SOW 25) of SOW
31 shall take effect:





	 	1.	 	The “20 Hour Requirement” is hereby suspended,
	 
	 	2.	 	The “Sunday Requirement” is hereby amended to read:






0 hours for any day other than Sunday within the month (the “Sunday Requirement”).




	 	3.	 	The “6 am Requirement” is hereby renamed the “SSU Window Requirement”,
and amended to read:






	 	§	 	NeuStar’s Scheduled Service Unavailability must commence no earlier
than and be completed no later than the following schedule:






	 	i.	 	For the first Sunday of each month, no earlier than 00:00:00 CT
and no later than 09:00:00 CT
	 
	 	ii.	 	For subsequent Sundays of each month, no earlier
than 00:00:00 CT and no later than 07:00:00 CT






	 	4.	 	The “Single Event Requirement” is hereby suspended.




So long as the foregoing is in effect, the NAPM and NeuStar also agree to the following
modification to Paragraph 3 (Additional Obligations) of Exhibit 1 (Attachment 3 to SO W25) of SOW
31:









 









 









	 	5.	 	The requirement for an “Advanced Notification” is hereby suspended.
	 
	 	6.	 	The requirement that a “Post Mortem Report” included Planned Down Time
(Start and End Time) and Duration is hereby suspended.




NAPM and NeuStar agree that SLR-21 (Scheduled Service Unavailability Notification) in Exhibit G
(Service Level Requirements) under each of the seven (7), regional Contractor Services Agreement
for NPAC/SMS (the “Master Agreement(s)”) shall be suspended so long as this letter is in effect,
except that Scheduled Service Unavailability Notification shall be sent for maintenance (both
routine and non-routine) taken outside the window set forth in the “SSU Window Requirement,” If the
terms and conditions of the Master Agreements require it, then the NAPM and NeuStar shall amend
Exhibit G to reflect the foregoing without prejudice to NeuStar.



This letter supersedes the October 12, 2005 letter between the parties.



This letter shall automatically renew for additional one (1) year periods unless either party
provides the other with written notice of its intention not to renew no later than thirty (30)
days prior to the expiration of the then-applicable one (1) year period.



If the NAPM agrees with this letter, please counter-sign below and return an original to my
attention. As always, I am happy to discuss this matter with you in further detail.




	 	 	 	 	 	 	 	 	 	 	 
	Sincerely yours,	 	 	 	Acknowledged and agreed:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ Michael O’Connor	 	 	 	/s/ Mel Clay	 	 
	 	 	 	 	 	 	 
	Michael O’Connor	 	 	 	Mel Clay	 	 
	VP, Customer Relations	 	 	 	Co-Chair	 	 
	NeuStar, Inc.	 	 	 	NAPM LLC	 	 
	Date:

	 	5 Dec 2006
	 	 	 	Date:
	 	12/11/2006
	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	/s/ Tim Decker	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	Tim Decker	 	 
	 	 	 	 	 	 	NAPM LLC Co-Chair	 	 
	 

	 	 	 	 	 	Date:
	 	12/11/2006
	 	 
	 

	 	 	 	 	 	 	 	 	 	 





	 	 	 
	CC (via PDF):

	 	Gary Sacra, NAPM LLC Project Executive
	 

	 	Paula Jordan, NAPM LLC Project Executive
	 

	 	Ron Steen, NAPM LLC Project Executive
	 

	 	Gene Saulmon, NAPM LLC CIC Chair
	 

	 	Dan Sciullo, NAPM Counsel







 









 





	 	 	 	 	 	 	 
	Statement of Work No. 50 (NE)	 	September 1, 2006
	SOW:

	 	o
	 	No	 	 
	 

	 	þ
	 	Yes	 	 





Pursuant to Instruction 2 to Item 601 of Regulation S-K, NeuStar, Inc. has filed an agreement
with the Northeast Carrier Acquisition Company, LLC, which is one of seven agreements that are
substantially identical in all material respects other than the parties to the agreements. North
American Portability Management, LLC succeeded to the interests of Northeast Carrier Acquisition
Company, LLC and each of the other entities listed below. The following list identifies the other
parties to the six agreements that have been omitted pursuant to Instruction 2 to Item 601:





	 	•	 	LNP, LLC (Midwest)
	 
	 	•	 	Southwest Region Portability Company, LLC
	 
	 	•	 	Western Region Telephone Number Portability, LLC
	 
	 	•	 	Southeast Number Portability Administration Company, LLC
	 
	 	•	 	Mid-Atlantic Carrier Acquisition Company, LLC
	 
	 	•	 	West Coast Portability Services, LLC





 




 









 








	 	 	 	 	 	 	 
	Statement of Work No. 50 (NE)	 	September 1, 2006
	SOW:

	 	o
	 	No	 	 
	 

	 	þ
	 	Yes	 	 











STATEMENT OF WORK UNDER




CONTRACTOR SERVICES AGREEMENT




FOR




NUMBER PORTABILITY ADMINISTRATION CENTER / SERVICE 
MANAGEMENT SYSTEM




MODIFICATION OF ESCROW AGREEMENT




AND




ESTABLISHMENT OF A LETTER OF CREDIT





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	Statement of Work No. 50 (NE)	 	September 1, 2006
	SOW:

	 	o
	 	No	 	 
	 

	 	þ
	 	Yes	 	 






STATEMENT OF WORK

UNDER

CONTRACTOR SERVICES AGREEMENT FOR NPAC/SMS




Modification of Escrow Agreement




1.0 PARTIES



This SOW (this “Statement of Work” or “SOW”) is entered into pursuant to both Article 13 and
Article 30 of, and upon execution shall be a part of, each of the seven separate Contractor
Services Agreements for Number Portability Administration Center/Service Management System, as
amended and in effect immediately prior to the SOW Effective Date (each such agreement referred to
individually as the “Master Agreement” and collectively as the “Master Agreements”), by and between
NeuStar, Inc., a Delaware corporation (“Contractor”), and the North American Portability Management
LLC, a Delaware limited liability company (the “Customer”), as the successor in interest to and on
behalf of the respective limited liability companies listed below for the separate Service Areas
(referred to individually as a “Subscribing Customer” and collectively as “Subscribing Customers”).





	 	•	 	Mid-Atlantic Carrier Acquisition Company, LLC
	 
	 	•	 	LNP, LLC (Midwest)
	 
	 	•	 	Northeast Carrier Acquisition Company, LLC
	 
	 	•	 	Southeast Number Portability Administration Company, LLC
	 
	 	•	 	Southwest Region Portability Company, LLC
	 
	 	•	 	West Coast Portability Services, LLC
	 
	 	•	 	Western Region Telephone Number Portability, LLC





2.0 EFFECTIVENESS AND DEFINED TERMS



This SOW shall be effective as of the 1st day of September 2006 (the “SOW Effective
Date”), conditioned upon execution by Contractor and Customer on behalf of all Subscribing
Customers. The number in the upper left-hand corner refers to this SOW. Capitalized terms used
herein without definition or which do not specifically reference another agreement shall have the
meanings as defined in the Master Agreement.




3.0 SCOPE OF ADDITIONAL SERVICES



Contractor shall perform the Additional Services set forth herein. The Additional Services under
this SOW consist exclusively of the work set forth in Section 8.0 below. The Additional Services
under this SOW, including the subject matter hereof, are not, and shall not be interpreted as, an
Enhancement to the NPAC/SMS Software.


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	Statement of Work No. 50 (NE)	 	September 1, 2006
	SOW:

	 	o
	 	No	 	 
	 

	 	þ
	 	Yes	 	 






4.0 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), including additional
or changed services, not specifically described in Article 3 (Scope of Additional Services) above.
Any and all requested or required services or change orders (hereinafter “Out of Scope Services”)
may be provided in accordance with the Master Agreement and, specifically, Article 13 (Additional
Services) of the Master Agreement.




5.0 APPLICABLE DOCUMENTS



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





               Functional Requirements Specifications




               Requirements Traceability Matrix




               System Design




               Detailed Design




               Integration Test Plan




               System Test Plan




               NPAC Software Development Process Plan




               User Documentation



6.0 IMPACTS ON MASTER AGREEMENT




	 	 	 	 	 
	 
	 	 	 	 
	 

	 	None
	 	Master Agreement
	 
	 	 	 	 
	 

	 	None
	 	Exhibit B Functional Requirements Specification
	 
	 	 	 	 
	 

	 	None
	 	Exhibit C Interoperable Interface Specification
	 
	 	 	 	 
	 

	 	None
	 	Exhibit E Pricing Schedules
	 
	 	 	 	 
	 

	 	None
	 	Exhibit F Project Plan and Test Schedule
	 
	 	 	 	 
	 

	 	None
	 	Exhibit G Service Level Requirements
	 
	 	 	 	 
	 

	 	None
	 	Exhibit H Reporting and Monitoring Requirements
	 
	 	 	 	 
	 

	 	None
	 	Exhibit J User Agreement Form
	 
	 	 	 	 
	 

	 	None
	 	Exhibit K External Design
	 
	 	 	 	 
	 

	 	None
	 	Exhibit L Infrastructure/Hardware
	 
	 	 	 	 
	 

	 	þ
	 	Exhibit M Software Escrow Agreement
	 
	 	 	 	 
	 

	 	None
	 	Exhibit N System Performance Plan for NPAC/SMS Services
	 
	 	 	 	 
	 

	 	None
	 	Disaster Recovery
	 
	 	 	 	 
	 

	 	None
	 	Back Up Plans
	 
	 	 	 	 
	 

	 	None
	 	Gateway Evaluation Process (Article 32 of Master Agreement)





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	Statement of Work No. 50 (NE)	 	September 1, 2006
	SOW:

	 	o
	 	No	 	 
	 

	 	þ
	 	Yes	 	 






7.0 COMPENSATION AND PAYMENT



Except as otherwise specifically set forth in Exhibit M of the Master Agreement, this SOW does not
entitle Contractor to compensation.




8.0 MASTER AGREEMENT MODIFICATIONS




8.1 Software Escrow Modification



Under Statement of Work No. 11 (SOW11), effective February 1, 1999, Contractor performed certain
Additional Services specifically for the expansion of the current LNPA Billing and Collection
Operations and System to support the requirements mandated in the FCC’s Matter of Telephone Number
Portability, Third Report and Order, CC Docket 95-116, RM 8535, FCC 98-82. Under its express
terms, the Additional Services set forth in Statement of Work No. 11 are not an Enhancement to the
NPAC/SMS, as defined in the Master Agreements.



Nonetheless, Contractor and Customer have agreed to deposit into escrow certain customized code
(the “Customized Modules”) relating to, but separate from, Contractor’s third party billing
software (the “Third Party Billing Software”) used by Contractor to operate the LNPA Billing and
Collection Operations and System. Consequently, the Parties hereby amend Exhibit A (Materials to
be Deposited) to Exhibit M (Software Escrow Agreement) of the Master Agreement as set forth herein.
Nothing contained in this SOW shall be interpreted to require, under the Master Agreement or
otherwise, the deposit into escrow of the Customized Modules or Third Party Billing Software.




8.2 Escrow Agent



The Parties hereby acknowledge that Section 8.1 (Entire Agreement) of the Software Escrow Agreement
allows Contractor and Customer to amend Exhibit A (Materials to be Deposited) of Exhibit M
(Software Escrow Agreement) without the escrow agent’s consent. However, if and to the extent that
any modifications to the Software Escrow Agreement (i.e., Exhibit M to the Master Agreement) set
forth herein require assent by the escrow agent identified therein, Contractor and Customer agree
to in good faith cooperate in causing the escrow agent to assent to the modifications set forth and
agreed to herein.




8.3 Modifications



Exhibit M to the Master Agreement is hereby amended as follows:




     (a) Add the following to the end of the list that comprises Exhibit A to Exhibit M of the
Master Agreement:




	 	•	 	The Customized Modules, if any, supplementing the Third Party Billing
Software that Contractor deploys for billing LNP customers.





     (b) Add the following at the end of Section 1.1 (Obligation to Make Deposit):



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	Statement of Work No. 50 (NE)	 	September 1, 2006
	SOW:

	 	o
	 	No	 	 
	 

	 	þ
	 	Yes	 	 







Contractor and Customer may agree from time to time to the inclusion of other
materials to Exhibit A hereunder as Escrow Materials, whether or not required to be
deposited by the NPAC/SMS Agreements.



     (c) Delete and replace in its entirety subparagraph (d) to Section 1.5 (Contractor’s
Representations) with the following:




d. The Escrow Materials consist of all materials required by the NPAC/SMS Agreement
to be deposited with Escrow Agent and any other materials that Contractor and
Customer may otherwise agree to include as Escrow Materials, whether or not required
to be deposited by the NPAC/SMS Agreement.



9.0 ESTABLISHMENT OF LETTER OF CREDIT



Customer and Contractor agree to the establishment of an irrevocable, stand-by letter of credit
(the “Letter of Credit”) for the benefit of the Customer as resolution of a disagreement between
Contractor and the Customer over escrow obligations concerning Third Party Billing Software used by
NeuStar to bill Allocated Payors. For the avoidance of doubt, the rights to the Letter of Credit
described in this Article 9 are enjoyed by the Customer, and are not extended individually to the
Subscribing Customers.




9.1 Background



SOW11 provided for the performance of Additional Services for “the expansion of the current LNPA
Billing and Collection Operations and System to support the requirements mandated in the FCC’s
Matter of Telephone Number Portability, Third Report and Order,” which Additional Services the
Parties expressly provided in SOW11 “are not an Enhancement to the NPAC SMS.” Contractor
purchased the Third Party Billing Software from PeopleSoft, now known as Oracle USA (“Oracle”),
under a license agreement (the “License Agreement”). Customer requested that Contractor deposit
into escrow the Third Party Billing Software. Contractor responded that it has no rights from
Oracle under the License Agreement to either deposit the Third Party Billing Software into escrow
or otherwise transfer a license to such Third Party Billing Software to any third party, including
Customer.




9.2 Limited Transfer Right



On or about September 26, 2005, Oracle USA, as successor in interest to PeopleSoft, informed
Contractor and the Customer that it would agree to a modification to the License Agreement with
Contractor for the Third Party Billing Software to allow a limited transfer right to the Customer,
under terms and conditions substantially in conformance with the following (the “Amended Terms”);





Divestiture. If another company is created through a divestiture or reorganization
of Customer’s business (“Divested Entity”) or in the event of the bankruptcy, insolvency,
impending dissolution of Licensee as an ongoing business or in the event of the



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	Statement of Work No. 50 (NE)	 	September 1, 2006
	SOW:

	 	o
	 	No	 	 
	 

	 	þ
	 	Yes	 	 







termination of one or more of the agreements between the NAPM LLC and NeuStar, Inc., such
Divested Entity may use a portion of the licenses provided under this Ordering Document for
up to six months, on notice to Oracle, provided that the Divested Entity is not a competitor
of Oracle and the Divested Entity agrees in writing to the terms and conditions of this
Ordering Document. During this period, the Divested Entity may use the Programs for either
their business operations or Customer’s business operations. If the Divested Entity wishes
to continue its use of the Programs at the end of the time period specified above, the
Divested Entity must execute a mutually agreeable Ordering Document with Oracle which will
govern its use of the Programs.


Customer has expressed to Contractor its concern that the Amended Terms may require Customer to
make payment to Oracle for an unsatisfied Contractor obligation or liability to Oracle. Contractor
represents that as of June 30, 2005, the annual maintenance fee for the billing portion for the
Third Party Billing Software under the License Agreement equals One Hundred Forty Two Thousand,
Three Hundred Twenty Five Dollars ($142,325) (the “Maintenance Fee”), subject to a four percent
(4%) annual escalation (the “Escalation Factor”).




9.3 Agreement to Establish Letter of Credit



In order to resolve any remaining concerns of the parties with respect to the Third Party Billing
Software, Customer and Contractor hereby agree as follows:





	 	a.	 	Contractor will cause an amendment to the License Agreement to incorporate in
substantial form the Amended Terms.
	 
	 	b.	 	Contractor shall agree that it will assign the License Agreement to the Customer
without recourse if requested by the Customer upon the occurrence of an Assignment Event,
and such refusal to assign the License Agreement to the Customer shall be reason for a draw
of the full amount of the Letter of Credit by Customer.
	 
	 	c.	 	Contractor will establish a single Letter of Credit for the benefit of the Customer,
but not the Subscribing Customer, in the aggregate amount of the greater of (i) $200,000 or
(ii) the amount of the Maintenance Fee subject to the Escalation Factor (such greater
amount the “Escrow Amount”).
	 
	 	d.	 	The Escrow Amount shall be available for the sole purpose of Customer making payment to
Oracle in satisfaction of unsatisfied Contractor obligations or liabilities under the
License Agreement, and for no other purpose.
	 
	 	e.	 	Contractor will notify the Customer of any material change in either (a) the
Maintenance Fee or (b) the Escalation Factor within thirty (30) days after receipt by
Contractor of written notification from Oracle. Contractor shall use commercially
reasonable efforts to update the Escrow Amount of the Letter of Credit promptly to evidence
the modified Maintenance Fee and/or Escalation Factor, and provide that in the event such
Letter of credit cannot be updated, such failure shall be reason for a draw of the Escrow
Amount by the Customer
	 
	 	f.	 	Contractor shall use commercially reasonable efforts to implement the Letter of Credit
as specified herein within sixty (60) days after the last day of execution below.






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	Statement of Work No. 50 (NE)	 	September 1, 2006
	SOW:

	 	o
	 	No	 	 
	 

	 	þ
	 	Yes	 	 





In consideration of the foregoing, Customer hereby acknowledges and agrees as of the SOW Effective
Date that the Third Party Billing Software, with the exception of Customized Modules prepared by
Contractor, including any Customized Modules that may be created in the future, and which are not
otherwise subject to third party rights, are not subject to the escrow requirements of Section 9.4
under the current Master Agreements, including by way of SOW11. The rights and obligations of
Contractor and Customer under this Paragraph 9.3 shall not be affected by Contractor’s choice of
vendor for the Third Party Billing Software, so long as Contractor otherwise complies with the
requirements set forth in this Paragraph 9.3.




10.0 MISCELLANEOUS



10.1 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 SOW Effective Date hereof, any reference in 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 SOW Effective Date hereof, shall
be deemed to be a reference to such agreement, Article, Section, subsection or Exhibit, as modified
and amended by this. From and after the SOW Effective Date, Statement of Work shall be a part of
the Master Agreement, including its Exhibits, and, as such, shall be subject to the terms and
conditions therein. Each of the respective Master Agreements with respect to separate Service
Areas remains an independent agreement regarding the rights and obligations of each of the Parties
thereto with respect to such Service Area, and neither this SOW nor any other instrument shall join
or merge any Master Agreement with any other, except by the express written agreement of the
Parties thereto.



10.2 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.



10.3 If at any time hereafter a Customer, other than a Customer that is a party hereto desires to
become a party hereto, such Customer may become a party hereto by executing a joinder agreeing to
be bound by the terms and conditions of this SOW, as modified from time to time.



10.4 This SOW is the joint work product of representatives of Customer and Contractor; accordingly,
in the event of ambiguities, no inferences will be drawn against either party, including the party
that drafted the Agreement in its final form.



10.5 This SOW sets forth the entire understanding between the Parties with regard to the subject
matter hereof and supercedes any prior or contemporaneous agreement, discussions, negotiations or
representations between the Parties, whether written or oral, with respect thereto. The
modifications, amendments and price concessions made herein were negotiated together and
collectively, and each is made in consideration of all of the other terms herein. All such



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	Statement of Work No. 50 (NE)	 	September 1, 2006
	SOW:

	 	o
	 	No	 	 
	 

	 	þ
	 	Yes	 	 





modifications, amendments and price concessions are interrelated and are dependent on each other.
No separate, additional or different consideration is contemplated with respect to the
modifications, amendments and price concessions herein.




[THIS SPACE INTENTIONALLY LEFT BLANK]



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	Statement of Work No. 50 (NE)	 	September 1, 2006
	SOW:

	 	o
	 	No	 	 
	 

	 	þ
	 	Yes	 	 






IN WITNESS WHEREOF, the undersigned have executed this SOW:



	 	 	 	 	 
	CONTRACTOR: NeuStar, Inc.

 	 	 
	By:  	/s/ Michael O’Connor
 	 	 
	Its: 	VP-Customer Relations 	 	 	 
	Date:  	29 Jan 2007 	 	 
	 


CUSTOMER: North American Portability Management, LLC, as successor in interest to and on behalf of
Northeast Carrier Acquisition Company, LLC




	 	 	 	 	 
	 	 	 
	By:  	/s/ Melvin Clay
 	 	 
	Its: 	NAPM LLC Co-Chair 	 	 	 
	Date:  	10/23/06 	 	 
	 
	 	 	 
	By:  	/s/ Tim Decker
 	 	 
	Its: 	NAPM LLC Co-Chair 	 	 	 
	Date:  	1/26/07 	 	 
	 




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