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. 71 (CA)	 	 
	SOW:

	 	þ Yes	 	 
	 
	 	o No	 	 









AMENDMENT NO. 71 (CA)


TO


CONTRACTOR SERVICES AGREEMENT FOR NPAC/SMS


FOR


CANADIAN SERVICE AREA


Page 1
CONFIDENTIAL


 








 




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. 71 (CA)	 	 
	SOW:

	 	þ Yes	 	 
	 
	 	o No	 	 





AMENDMENT NO. 71 (CA)


UNDER


CONTRACTOR SERVICES AGREEMENT FOR NUMBERING

ADMINISTRATION CENTER / SERVICE MANAGEMENT SYSTEM FOR
CANADIAN SERVICE AREA


Help Desk Only Access


1. PARTIES


This Amendment No. 71 (CA) (this “Amendment”) 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 Amendment shall be effective as of the last date of execution below (the “Amendment Effective
Date”) only upon execution of this Amendment by Contractor and Customer. The number in the upper
left-hand corner refers to this Amendment. Undefined capitalized terms used herein shall have the
meanings ascribed by the Master Agreement.


3. HELP DESK ONLY ACCESS


     3.1 Statement of Intent


This SOW provides for an alternative porting process (other than LTI or SOA) for Users who have
minimal porting requirements in any twelve (12) consecutive month period during the term of the
Master Agreement, commencing the Effective Date (each, a “Rolling 12 Month Period”). The Parties
wish to establish, pursuant to this SOW, a process whereby such Users can, through Contractor’s
Help Desk, require Contractor to manually enter TN Porting Event requests in the NPAC/SMS, up to a
specified maximum number of TN Porting Events in any Rolling 12 Month Period.


     3.2 Scope of Additional Services


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CONFIDENTIAL


 








 




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. 71 (CA)	 	 
	SOW:

	 	þ Yes	 	 
	 
	 	o No	 	 





Beginning five (5) Business Days after the Amendment Effective Date, Contractor shall perform the
Additional Services set forth herein. The Additional Services under this SOW consist exclusively
of the process whereby a Help Desk Only User can, through Contractor’s Help Desk, require
Contractor to manually enter TN Porting Event requests in the NPAC/SMS, up to a specified maximum
number of TN Porting Events in any Rolling 12 Month Period.




     3.3 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) of the Master Agreement.




     3.4 Project Phases


There are no project phases for this SOW.




     3.5 Exhibit E of Master Agreement


The following is added as a new row to Exhibit E, Schedule 1, Section 2 of the Master Agreement,
immediately after the row for the Service Element entitled “NPAC Support Manual Request”:




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Price	 	Price
	 	 	 	 	 	 	U.S.	 	Canadian
	Category	 	Service Element	 	Unit	 	Dollars	 	Dollars
	 
	 	NPAC User Support Manual 

Request
 (Help Desk Only 

Access)3A	 	per manual operation 
request	 	$[* * *]


If the request occurs outside of  Normal Business Hours, $[* * *] per
hour, or fraction thereof, will be charged in addition to the $[* * *].	 	$[* * *]






 



			
	3A	 	The NPAC User Support Manual Request (Help Desk Only Access) is intended for
Users with minimal porting needs. In order for a User to submit an NPAC User Support
Manual Request (Help Desk Only Access), such User must be a Help Desk Only User. A Help
Desk Only User is a User whose Help Desk Only User Registration Form has been approved by
the Contractor. A



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CONFIDENTIAL


 








 







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. 71 (CA)	 	 
	SOW:

	 	þ Yes	 	 
	 
	 	o No	 	 







A Help Desk Only User cannot have an LTI, SOA, LSMS or other interface to
the NPAC/SMS. If a Help Desk Only User has caused more than [* * *] TN Porting Events in
the immediately preceding twelve-month period (each, a “Rolling 12 Month Period”),
calculated on a monthly basis, then the User must make other provisioning arrangements;
e.g., use LTI, SOA or Service Bureau services.




The charge for the NPAC User Support Manual Request (Help Desk Only Access) applies to each
manual operation request to the NPAC staff to perform a SOA or SOA-like function through
the OpGUI interface that could otherwise be performed by Users directly (such as service
orders to create or activate a number, disconnect a number or modify a number).  If the
NPAC User Support Manual Request (Help Desk Only Access) concerns a telephone number(s),
then the charge applies per telephone number or range of contiguous telephone numbers,
regardless of the number of creates, modifies, or deletes of values in a Subscription
Version (SV) that are accomplished simultaneously.  A charge for an NPAC User Support
Manual Request (Help Desk Only Access) applies regardless of the time of day the request is
made or fulfilled, and is in addition to any other charges that currently are applicable,
including charges for services performed outside of Normal Business Hours.




Upon receipt of an NPAC User Support Manual Request (Help Desk Only Access), whereby the
requested manual operation conforms with all applicable NPAC/SMS specifications from a Help
Desk Only User, Contractor shall take all such action as is necessary to enter the request
into the NPAC/SMS and schedule the processing of such request by the due date specified in
the request. 



     3.6 Method & Procedures


Contractor and Customer will develop appropriate methods and procedures and a User Registration
Form in connection with Help Desk Only Access.




     3.7 Reservation


The Parties agree that nothing herein shall in any way limit or diminish (1) the scope of services
currently available to the Users under the Service Element entitled “NPAC User Support Manual
Request” available to Users who are not Help Desk Only Users, or (2)
the scope or application of any of the Service Levels or Service Level Requirements set forth in
the Master Agreement which, for greater certainty, shall apply to NPAC User Support Manual Requests
as applicable.



4. APPLICABLE DOCUMENTS



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




	 	 	 	 	 
	 

	 	N/A
	 	Functional Requirements Specifications
	 

	 	N/A
	 	Requirements Traceability Matrix
	 

	 	N/A
	 	External Design






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CONFIDENTIAL



 








 







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. 71 (CA)	 	 
	SOW:

	 	þ Yes	 	 
	 
	 	o No	 	 






	 	 	 	 	 
	 

	 	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
	 

	 	þ
	 	User Documentation
	 

	 	N/A
	 	Software Configuration Management Plan
	 

	 	N/A
	 	Standards and Metrics






5. IMPACTS ON MASTER AGREEMENT



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




	 	 	 	 	 
	 

	 	None
	 	Master Agreement
	 

	 	None
	 	Exhibit B Functional Requirements Specification
	 

	 	None
	 	Exhibit C Interoperable Interface Specification
	 

	 	þ
	 	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 I Key Personnel
	 

	 	None
	 	Exhibit J User Agreement Form
	 

	 	None
	 	Exhibit K External Design
	 

	 	None
	 	Exhibit L Additional Terms and Conditions of Software License
	 

	 	None
	 	Exhibit M Software Escrow Agreement
	 

	 	None
	 	Exhibit O Statement of Work Cost Principles






6. MISCELLANEOUS




     6.1 Counterparts


This Amendment 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.




     6.2 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




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CONFIDENTIAL



 








 







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. 71 (CA)	 	 
	SOW:

	 	þ Yes	 	 
	 
	 	o No	 	 





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 Amendment. From and after the Amendment Effective Date, this Amendment shall be a part of the
Master Agreement and, as such, shall be subject to the terms and conditions therein.




     6.3 Entire Agreement


This Amendment 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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CONFIDENTIAL



 








 







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. 71 (CA)	 	 
	SOW:

	 	þ Yes	 	 
	 
	 	o No	 	 





IN WITNESS WHEREOF, the undersigned have executed and delivered this Amendment No. 71(CA):




	 	 	 	 	 
	CONTRACTOR: NeuStar, Inc.	 	 
	 
	 	 	 	 
	Signature:

	 	/s/ Bradley D. Smith
 

	 	 
	 
	 	 	 	 
	Name: Bradley D. Smith	 	 
	 
	 	 	 	 
	Title: VP, Finance & Corporate Controller	 	 
	 
	 	 	 	 
	Date: Dec. 22, 2008	 	 
	 
	 	 	 	 
	CUSTOMER: Canadian LNP Consortium Inc.	 	 
	 
	 	 	 	 
	Signature:

	 	/s/ JR Sarrazin
 

	 	 
	 
	 	 	 	 
	Name: JR Sarrazin	 	 
	 
	 	 	 	 
	Title: President	 	 
	 
	 	 	 	 
	Date: DEC 20/2008	 	 





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