Exhibit 10.1


 


Pursuant to 17 CFR 230.406, 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.


 


Pursuant to Instruction 2 to Item 601 of Regulation S-K, NeuStar, Inc.,
as assignee of Lockheed Martin IMS, 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


 


 


AGREEMENT


 


FOR


 


NUMBER PORTABILITY ADMINISTRATION CENTER/

SERVICE MANAGEMENT SYSTEM


 


BETWEEN


 


LOCKHEED MARTIN IMS


 


AND


 


NORTHEAST CARRIER ACQUISITION COMPANY ,
L.L.C.


 





















 


	
  ARTICLE 1 -
  DEFINITIONS

  	
   

  
	
   

  	
   

  
	
  ARTICLE 2 - SCOPE
  OF WORK

  	
   

  
	
   

  	
   

  
	
  ARTICLE 3
  - TERM

  	
   

  
	
   

  	
   

  
	
  ARTICLE 4
  - COMPENSATION AND NPAC/SMS USER AGREEMENTS

  	
   

  
	
   

  	
   

  
	
  4.1
  COMPENSATION

  	
   

  
	
  4.2 NPAC/SMS USER
  AGREEMENTS

  	
   

  
	
   

  	
   

  
	
  ARTICLE 5 -
  RELATIONSHIP

  	
   

  
	
   

  	
   

  
	
  ARTICLE 6
  - PRICING AND ADJUSTMENT

  	
   

  
	
   

  	
   

  
	
  6.1 GENERAL

  	
   

  
	
  6.2 SERVICE ELEMENT CHARGES

  	
   

  
	
  (a) Monthly
  Charges

  	
   

  
	
  (b) Per User/Per
  Request Charges

  	
   

  
	
  (c) Non-Recurring
  Charges

  	
   

  
	
  6.3
  USER TRAINING

  	
   

  
	
  6.4 INTEROPERABILITY
  TESTING

  	
   

  
	
  6.5 EXPENSES

  	
   

  
	
  6.6 TARGET AMOUNTS; SHORTFALL
  AND CREDITS; BILLING

  	
   

  
	
  (a) Target Amounts, Optional Target Schedule

  	
   

  
	
  (b) Determining Allocable
  Target Shortfalls and Credits

  	
   

  
	
  (c) Invoicing
  of Monthly Charges for Users; Monthly Summary of Charges

  	
   

  
	
  (d) Certain
  Charges Incurred Prior to Acceptance

  	
   

  
	
  6.7 MOST FAVORED CUSTOMER

  	
   

  
	
  6.8 ADOPTION OF NANC FLOWS

  	
   

  
	
   

  	
   

  
	
  ARTICLE 7 - BENCHMARKING

  	
   

  
	
   

  	
   

  
	
  7.1 BENCHMARK OVERVIEW

  	
   

  
	
  7.2
  BENCHMARKER

  	
   

  
	
  7.3
  BENCHMARK

  	
   

  
	
  7.4 BENCHMARK INFORMATION

  	
   

  
	
  7.5 BENCHMARKING RESULTS

  	
   

  
	
   

  	
   

  
	
  ARTICLE 8
  - OBLIGATIONS OF CONTRACTOR

  	
   

  
	
   

  	
   

  
	
  8.1 TESTING OF NPAC/SMS

  	
   

  
	
  (a) Testing;
  Readiness of Users

  	
   

  
	
  (b) Network
  Testing

  	
   

  
	
  (c) Delays

  	
   

  
	
  8.2
  ACCEPTANCE; EFFECT OF DELAYS ON PAYMENTS

  	
   

  
	
  8.3
  PROVISION OF NPAC/SMS; SERVICE LEVEL ADJUSTMENTS

  	
   

  
	
  8.4
  COMPLIANCE WITH SERVICE LEVEL REQUIREMENTS; MONITORING AND REPORTING

  	
   

  
	
  8.5
  SECURITY; UNAUTHORIZED ACCESS; INSPECTION

  	
   

  
	
  8.6
  PROCUREMENT; STAFFING RESPONSIBILITIES; LOCATION CHANGES

  	
   

  
	
  8.7
  TRAINING

  	
   

  
	
  8.8
  TAXES

  	
   

  
	
  8.9 LICENSES AND PERMITS

  	
   

  
	
  8.10 LAWS AND REGULATIONS

  	
   

  
	
  8.11 IMMIGRATION LAW
  COMPLIANCE

  	
   

  
	
  8.12
  QUALITY

  	
   

  
	
  8.13
  NOTIFICATION OF ADDITIONAL SERVICES, ENHANCEMENTS AND MODIFICATIONS

  	
   

  



 


i





















 


	
  ARTICLE 9
  - OWNERSHIP OF INTELLECTUAL PROPERTY; SOURCE CODE ESCROW

  	
   

  
	
   

  	
   

  
	
  9.1 OWNERSHIP
  OF INTELLECTUAL PROPERTY

  	
   

  
	
  9.2
  GRANT OF LICENSE ON CONDITION OF TERMINATION BY CUSTOMER

  	
   

  
	
  9.3
  GRANT OF LICENSE ON CONDITION OF FORCE MAJEURE OR CONTRACT EXPIRATION

  	
   

  
	
  9.4 SOFTWARE
  ESCROW

  	
   

  
	
   

  	
   

  
	
  ARTICLE 10 -
  PROBLEM RESOLUTION

  	
   

  
	
   

  	
   

  
	
  10.1 HOTLINE SERVICE

  	
   

  
	
  10.2 PROBLEM CORRECTION

  	
   

  
	
   

  	
   

  
	
  ARTICLE 11 -
  PROJECT STAFF

  	
   

  
	
   

  	
   

  
	
  11.1 PROJECT EXECUTIVES
  AND OVERSIGHT

  	
   

  
	
  11.2 PROJECT MANAGERS

  	
   

  
	
  11.3 CONDUCT OF PERSONNEL

  	
   

  
	
   

  	
   

  
	
  ARTICLE 12 -
  DISASTER RECOVERY

  	
   

  
	
   

  	
   

  
	
  12.1
  CONTRACTOR’S RESPONSIBILITY FOR DISASTER RECOVERY

  	
   

  
	
  12.2 DISASTER RECOVERY
  PLANS

  	
   

  
	
  12.3
  DISASTER RECOVERY EXERCISES FOR THE NPAC/SMS

  	
   

  
	
  12.4
  IMPLEMENTING SWITCH TO DISASTER RECOVERY SITE; RESTORATION

  	
   

  
	
  12.5 DATA
  LOSS DURING A DISASTER RECOVERY

  	
   

  
	
  12.6 OCCURRENCE OF
  FORCE MAJEURE

  	
   

  
	
  12.7
  ALLOCATION OF RESOURCES FOR DISASTER RECOVERY OR FORCE MAJEURE

  	
   

  
	
  12.8
  PERMANENT LOSS OF CONTRACTOR’S NPAC/SMS DATA CENTERS

  	
   

  
	
  (a) Loss
  of NPAC/SMS Production Computer System site

  	
   

  
	
  (b) Loss
  of NPAC/SMS Disaster Recovery Computer System site

  	
   

  
	
  (c) Customer’s
  Right to Terminate for Cause

  	
   

  
	
   

  	
   

  
	
  ARTICLE 13 -
  ADDITIONAL SERVICES

  	
   

  
	
   

  	
   

  
	
  13.1 REQUESTED BY CUSTOMER

  	
   

  
	
  13.2 PROPOSED BY
  CONTRACTOR

  	
   

  
	
  13.3
  CHANGES PURSUANT TO BENCHMARKING AND AGREED-UPON CHANGES IN SERVICE LEVELS

  	
   

  
	
  13.4 STATEMENT OF WORK

  	
   

  
	
  13.5
  STAFFING

  	
   

  
	
  13.6
  ENHANCEMENTS TO NPAC/SMS SOFTWARE

  	
   

  
	
   

  	
   

  
	
  ARTICLE 14
  - BUSINESS RECORDS AND AUDITS

  	
   

  
	
   

  	
   

  
	
  14.1
  CONTRACTOR’S REGULAR AUDITS; CUSTOMER’S RIGHT TO AUDIT

  	
   

  
	
  14.2 ACCESS FOR AUDITS

  	
   

  
	
  14.3 PROVISION
  OF FACILITIES FOR AUDITS

  	
   

  
	
  14.4 AUDIT OF FEES

  	
   

  
	
  14.5 RECORD RETENTION

  	
   

  
	
  14.6
  COMPLIANCE WITH AUDIT RECOMMENDATIONS

  	
   

  
	
   

  	
   

  
	
  ARTICLE 15
  - CONFIDENTIAL INFORMATION

  	
   

  
	
   

  	
   

  
	
  15.1
  CONFIDENTIAL INFORMATION DEFINED; OBLIGATIONS

  	
   

  
	
  15.2 EXCLUSIONS

  	
   

  
	
  15.3 RETURN OR DESTRUCTION

  	
   

  
	
  15.4 INJUNCTIVE RELIEF

  	
   

  
	
  15.5 LOSS OF
  CONFIDENTIAL INFORMATION

  	
   

  
	
   

  	
   

  
	
  ARTICLE 16
  - DELAYS; PERFORMANCE CREDITS AND CORRECTIVE REPORTING; DEFAULTS; FORCE
  MAJEURE

  	
   

  
	
   

  	
   

  
	
  16.1 NOTICE OF DELAYS

  	
   

  



 


ii





















 


	
  16.2
  DELAYS IN IMPLEMENTATION OF INITIAL SERVICES

  	
   

  
	
  16.3 PERFORMANCE CREDITS

  	
   

  
	
  16.4 ALLOCATION
  OF DAMAGES AMONG USERS

  	
   

  
	
  16.5 CONTRACTOR DEFAULTS

  	
   

  
	
  16.6 FORCE MAJEURE

  	
   

  
	
   

  	
   

  
	
  ARTICLE 17 -
  INDEMNIFICATION

  	
   

  
	
   

  	
   

  
	
  17.1 MUTUAL INDEMNIFICATION

  	
   

  
	
  17.2 CONTRACTOR
  INDEMNIFICATION

  	
   

  
	
  17.3 PROCEDURES

  	
   

  
	
   

  	
   

  
	
  ARTICLE 18 -
  INFRINGEMENTS

  	
   

  
	
   

  	
   

  
	
  18.1
  CONTRACTOR’S OBLIGATION TO INDEMNIFY FOR INFRINGEMENT

  	
   

  
	
  18.2
  CONTRACTOR’S OBLIGATIONS IF USE IS THREATENED

  	
   

  
	
   

  	
   

  
	
  ARTICLE 19
  - LIABILITY; LIMITATION OF LIABILITY

  	
   

  
	
   

  	
   

  
	
  19.1 DIRECT DAMAGES

  	
   

  
	
  19.2 CONSEQUENTIAL DAMAGES

  	
   

  
	
  19.3 EXCLUSIONS

  	
   

  
	
   

  	
   

  
	
  ARTICLE 20 - INSURANCE

  	
   

  
	
   

  	
   

  
	
  20.1 CONTRACTOR’S
  INSURANCE REQUIREMENTS

  	
   

  
	
  20.2
  CONTRACTOR’S FAILURE TO MAINTAIN INSURANCE

  	
   

  
	
  20.3 SELF INSURANCE

  	
   

  
	
  20.4 CUSTOMER’S
  INSURANCE REQUIREMENTS

  	
   

  
	
  20.5
  CUSTOMER’S FAILURE TO MAINTAIN INSURANCE

  	
   

  
	
  20.6 ADDITIONAL INSURANCE

  	
   

  
	
   

  	
   

  
	
  ARTICLE 21 -
  WARRANTIES

  	
   

  
	
   

  	
   

  
	
  21.1 HARMFUL CODE OR DATA

  	
   

  
	
  21.2
  NO LIENS OR VIOLATIONS OF THIRD PARTY RIGHTS

  	
   

  
	
  21.3
  CONFORMANCE WITH SPECIFICATIONS AND OTHER STANDARDS

  	
   

  
	
  21.4 AUTHORITY

  	
   

  
	
  21.5 EXCLUSIVE WARRANTIES

  	
   

  
	
   

  	
   

  
	
  ARTICLE 22
  - ASSIGNMENT, OTHER TRANSFER, AND SUBCONTRACTING

  	
   

  
	
   

  	
   

  
	
  22.1 CONSENT REQUIRED

  	
   

  
	
  22.2 ASSIGNMENT OF
  MONIES DUE

  	
   

  
	
   

  	
   

  
	
  ARTICLE 23 -
  TERMINATION

  	
   

  
	
   

  	
   

  
	
  23.1 TERMINATION BY
  CUSTOMER

  	
   

  
	
  23.2 NONWAIVER

  	
   

  
	
  23.3 USERS’
  LIABILITY FOR PAYMENTS

  	
   

  
	
  23.4 RETURN
  OF PROPERTY UPON TERMINATION

  	
   

  
	
   

  	
   

  
	
  ARTICLE 24
  - TRANSITION AT EXPIRATION OR TERMINATION OF THIS AGREEMENT

  	
   

  
	
   

  	
   

  
	
  24.1
  CONTRACTOR’S OBLIGATION TO ASSIST WITH TRANSITION

  	
   

  
	
  24.2
  OPTIONAL EXTENSION UPON TERMINATION OR NON-RENEWAL WITHOUT LICENSE

  	
   

  
	
  24.3
  OPTIONAL EXTENSION UPON TERMINATION OR NON-RENEWAL WITH LICENSE, LOSS OF
  NEUTRALITY OR REGULATORY TERMINATION

  	
   

  
	
  24.4 TRANSITION SERVICES

  	
   

  
	
   

  	
   

  
	
  ARTICLE 25
  - REGULATORY AND LEGISLATIVE CONSIDERATIONS

  	
   

  
	
   

  	
   

  
	
  25.1
  USERS ARE COMMUNICATIONS COMMON CARRIERS

  	
   

  
	
  25.2 CHANGES IN
  LAW AND REGULATIONS

  	
   

  



 


iii





















 


	
  ARTICLE 26
  - INTERNAL DISPUTE RESOLUTION AND ARBITRATION

  	
   

  
	
   

  	
   

  
	
  26.1 INTERNAL DISPUTE
  RESOLUTION

  	
   

  
	
  26.2 ARBITRATION

  	
   

  
	
  26.3 CONTINUATION OF
  SERVICES

  	
   

  
	
  26.4
  DISPUTES REGARDING CUSTOMER’S APPLICATION OF ALLOCATION

  	
   

  
	
   

  	
   

  
	
  ARTICLE 27 - GENERAL

  	
   

  
	
   

  	
   

  
	
  27.1 SUCCESSORS AND
  ASSIGNS

  	
   

  
	
  27.2 ATTORNEYS’ FEES

  	
   

  
	
  27.3 SERVICE PARITY

  	
   

  
	
  27.4 ADVERTISING OR
  PUBLICITY

  	
   

  
	
  27.5 NON-WAIVER

  	
   

  
	
  27.6
  NOTICES

  	
   

  
	
  27.7 GOVERNING LAW

  	
   

  
	
  27.8 SEVERABILITY

  	
   

  
	
  27.9
  REMEDIES

  	
   

  
	
  27.10 SURVIVAL

  	
   

  
	
  27.11 JOINT WORK PRODUCT

  	
   

  
	
  27.12 HEADINGS

  	
   

  
	
  27.13 COUNTERPARTS

  	
   

  
	
   

  	
   

  
	
  ARTICLE 28
  - NONEXCLUSIVE MARKET RIGHTS

  	
   

  
	
   

  	
   

  
	
  ARTICLE 29 -
  CENTRALIZATION

  	
   

  
	
   

  	
   

  
	
  ARTICLE 30 -
  ENTIRE AGREEMENT

  	
   

  



 


EXHIBITS:


 


	
  Exhibit A

  	
   

  	
  Request for Proposal (Customer RFP dated
  September 20, 1996)

  
	
  Exhibit B

  	
   

  	
  NANC NPAC/SMS Functional Requirements
  Specification

  
	
  Exhibit C

  	
   

  	
  NANC NPAC/SMS Interoperable Interface
  Specification

  
	
  Exhibit D

  	
   

  	
  Contractor Response to RFP

  
	
  Exhibit E

  	
   

  	
  Pricing Schedules

  
	
  Exhibit F

  	
   

  	
  Project Plan and Test Schedule

  
	
  Exhibit G

  	
   

  	
  Service Level Requirements

  
	
  Exhibit H

  	
   

  	
  Reporting and Monitoring Requirements

  
	
  Exhibit I

  	
   

  	
  Key Personnel

  
	
  Exhibit J

  	
   

  	
  Form of NPAC/SMS User Agreement

  
	
  Exhibit K

  	
   

  	
  External Design

  
	
  Exhibit L

  	
   

  	
  Additional Terms and Conditions of Software
  License

  
	
  Exhibit M

  	
   

  	
  Software Escrow Agreement

  



 


iv





















 


CONTRACTOR SERVICES AGREEMENT


 


THIS CONTRACTOR SERVICES AGREEMENT (“Agreement”)
is made and entered into this 7th day of November, 1997 (“Effective Date”) by
and between the Northeast Carrier Acquisition Company, L.L.C. (the “Customer”),
a New York limited liability company, having offices at c/o Carville B.
Collins, Piper & Marbury L.L.P., 36 South Charles Street, Baltimore,
Maryland 21201 and Lockheed Martin IMS (“Contractor”), a New York corporation,
having offices at 1200 K Street NW, 11th Floor, Washington, DC 20005.


 


WITNESSETH:


 


WHEREAS, Customer is the limited liability
company created by its Members under and pursuant to the Limited Liability Company
Operating Agreement made as of the 5th of September, 1996 (the “Operating
Agreement”) for the purposes of engaging in business activities related to
implementing number portability; and,


 


WHEREAS, a group of service providers who
currently provide or intend to provide facilities-based local exchange services
in the State of New York through the porting of telephone numbers formed
Customer on September 4, 1996, pursuant to the State of New York Public
Service Commission’s (“PSC”) Order in Case No. 94-C-0095,
entitled “Proceeding on Motion of the Commission to Examine Issues Related to
the Continuing Provision of Universal Service and to Develop a Framework for
the Transition to Competition in the Local Exchange Market. Number Portability
Trial - Progress Report,” issued on January 23, 1996 , to develop,
evaluate, recommend and implement, if possible, a permanent service provider
portability solution, and such formation was endorsed by the PSC in its further
Order in Case No. 94-C-0095, entitled, “Number Portability -
Final Report of Number Portability Trial,” issued on November 25, 1996 (“PSC
Orders”); and,


 


WHEREAS, the Federal Communications Commission
(“FCC”) has issued its First Report and Order adopted June 27, 1996 and
released July 2, 1996 in its Docket 95-116 regarding telephone
number portability specifying proposed rules applicable to NPAC/SMS, as
defined below; and its First Memorandum Opinion and Order on Reconsideration
adopted March 6, 1997 and released March 11, 1997, in its Docket 95-116,
recognizing the formation of Customer (“FCC Orders”); and,


 


WHEREAS, the North American Numbering Council
(“NANC”) issued the Local Number Portability Administration (“LNPA”) Selection
Working Group report, dated April 25, 1997, to address all issues delegated
to NANC by the FCC Orders regarding LNPA selection, and, in Section 4
thereof, “LNPA Vendor Selection,” has endorsed the LLCs actions and role in
vendor selection; and,


 


WHEREAS, Customer issued a Request for
Proposal (“RFP”) on September 20, 1996, attached hereto as Exhibit A,
in order to obtain a Number Portability Administration Center/Service
Management System (“NPAC/SMS”) service vendor to provide a turnkey database
solution to


 


5





















 


local number portability in the State of New York and other States in
the Northeastern region; and,


 


WHEREAS, Contractor has reviewed and analyzed
the RFP and has developed and submitted to Customer its Proposal dated October 25,
1996 and revisions thereto (hereinafter collectively the “Proposal”), and said
Proposal sets forth Contractor’s offer and representations including, without
limitation, conclusions, recommendations, and benefits incident to the
appropriate facilities, hardware, system, software, and services, required to
provide Users, as defined below, with the functional and operational
performance capabilities and capacities specified in the RFP; and,


 


WHEREAS, Contractor represents that it is
fully qualified to furnish NPAC/SMS to Customer; and,


 


WHEREAS, based on the representations
contained in Contractor’s Proposal, presentations, other printed material,
correspondence, discussions, and in reliance upon the expertise of Contractor
in developing, designing and delivering systems, Customer wishes to retain the
professional services of Contractor as the provider of NPAC/SMS in the Service
Area, as defined below, and desires to have Contractor furnish such services to
Users from the Contractor’s NPAC/SMS Data Centers, as defined below, utilizing
the same computer systems, software and disaster recovery computer system and
facility as provided to the Centralized NPAC LLCs,
as defined below; and,


 


WHEREAS, Contractor desires to provide
NPAC/SMS in the Service Areas, as defined below, and provide Services to Users
from its NPAC/SMS Data Centers in accordance with the terms and conditions as
set forth herein.


 


NOW, THEREFORE, for and in consideration of
the premises and the mutual promises and covenants contained herein, it is
hereby agreed as follows:


 


ARTICLE 1 - DEFINITIONS


 


As used throughout this Agreement, the following terms shall have the
meanings set forth below unless otherwise indicated:


 


1.1                                 The
term “Acceptance Date” shall have the meaning set forth in Section 8.2.


 


1.2                                 The
term “Additional Services” shall have the meaning set forth in Section 13.1.


 


1.3                                 The
term “Ad Hoc Report” means any report of any aspect of Per User/Per Request
Charges or activity other than a Standard Report prepared by Contractor at the
request of a User.


 


1.4                                 The
term “Agreement” includes all the terms and conditions contained herein,
including any Statement of Work and any Exhibit, appendix, attachment or
documents referenced herein or incorporated herein by reference, including any
and all amendments to this Agreement and each of the foregoing
instruments.  In the event of a conflict
between or among the terms and


 


6





















 


conditions contained herein, in any Statement of Work or any such
Exhibit, appendix or attachment, the following shall control in descending
order of precedence:  (a) Exhibit M
- Software Escrow Agreement, (b) any Statement of Work (but only with
respect to the subject matter thereof), (c) the terms and conditions
contained herein, (d) Exhibit E - Pricing Schedule, (e) Exhibit F
- Project Plan and Test Schedule, (f) Exhibit G - Service Level
Requirements, (g) Exhibit H - Reporting and Monitoring
Requirements,  (h) Exhibit B
-  NANC Functional Requirements
Specification, (i) Exhibit C - NANC NPAC/SMS Interoperable Interface
Specification, (j) Exhibit K - External Design, (k) any other documents
identified as Exhibits, (l) any other appendices or attachments referenced in
this Agreement, (m) Exhibit D - Response to RFP, and (n) Exhibit A -
Request for Proposal.


 


1.5                                 The
term “Allocation Model” means the initial price allocation algorithm which
shall be provided to Contractor by Customer and which, upon issuance by the FCC
and/or state regulatory agency having competent jurisidiction over the
NPAC/SMS, shall be superseded by the FCC-determined and/or state regulatory
agency-determined price allocation algorithm provided to Contractor by Customer
from time to time, which shall specify (i) which Service Element Charges
shall be allocated among Users; and (ii) the method of allocation to be
used for such Service Element Charges and any other amounts which may
appropriately be billed to Users hereunder or under the NPAC/SMS User
Agreements and with respect to which Contractor requests billing or allocation
instructions from Customer. Contractor acknowledges that the Allocation Model
may require different allocations among Users for different states within the
Service Area.  Customer may amend the
Allocation Model by delivery of an amended Allocation Model to Contractor at
least thirty (30) days prior to the Billing Cycle with respect to which such
Allocation Model is to be effective.


 


1.6                                 The
term “Billing Cycle” means any calendar month, or portion thereof, during which
Services are rendered hereunder.


 


1.7                                 The
term “Business Day” means Monday through Friday of each week, excluding
New Year’s Day, Memorial Day, July 4th, Labor Day, Thanksgiving Day,
and December 24th and the 25th.


 


1.8                                 The
term “Centralized NPAC LLCs” shall have the meaning given to such term in Article 29
hereof.


 


1.9                                 The
term “Confidential Information” has the meaning defined in Section 15.1.


 


1.10                           The
term “Contractor” refers to Lockheed Martin IMS, a New York corporation, having
offices at 1200 K Street NW, 11th Floor, Washington, DC 20005 and shall include
its permitted successors or assigns pursuant to Article 22 of this
Agreement.


 


1.11                           The
term “Contractor Delays” shall mean any delays directly or indirectly the
result of Contractor having failed to meet or perform any of its obligations
hereunder.


 


7





















 


1.12                           The
term “CPI” means the Consumer Price Index for the City of Chicago, Illinois,
for all items, as published by the Bureau of Labor Statistics of the United
States Department of Labor, or if such Consumer Price Index shall be
discontinued, any comparable statistics on the cost of living for the City of
Chicago as may be mutually agreed upon by the Parties.


 


1.13                           The
term “Custom Enhancement” means any Enhancement made by Contractor at the
request of Customer in order to adapt the NPAC/SMS Software to Customer’s
specific requirements, which Enhancements will have no utility or limited
utility to other customers, service providers or other users in other service
areas in which Contractor provides similar services in accordance with
procedures set forth in Article 13 - “Additional Services “.


 


1.14                           The
term “Customer” means the Northeast Carrier Acquisition Company, L.L.C. and its
permitted successors or assigns pursuant to Article 22 of this Agreement.


 


1.15                           The
term “Defects” shall mean, collectively or individually, a failure of the
NPAC/SMS to meet the Specifications or a demonstrable mistake in any
Documentation, and shall include Minor Defects and Material Defects.


 


1.16                           The
term “Delay Extensions” shall have the meaning given to such term in Section 8.1(c).


 


1.17                           The
term “Deliverables” means Documentation, other than escrowed proprietary
technical manuals and documentation, and other materials developed for or
delivered to Customer by Contractor under this Agreement or under any Statement
of Work issued hereunder.


 


1.18                           The
term “Documentation” means technical or user manuals and other similar written
reference or instructional materials that relate to the Users’ use or operation
of NPAC/SMS.


 


1.19                           The
term “Effective Date” means the date set forth in the preamble to this
Agreement.


 


1.20                           The
term “Enhancements” means changes or additions, other than Maintenance
Modifications, to the NPAC/SMS Software and related Documentation, including
all new releases, Custom Enhancements, and User Enhancements that improve
existing functions, add new functions, or significantly improve performance by
changes in system design or coding.


 


1.21                           The
term “Final Delivery Date” shall mean November 3, 1997, as such date may
be extended by Delay Extensions.


 


1.22                           The
term “Intellectual Property” means rights under patents, copyrights, trade
secret law, and any other statutory provision or common law doctrine, relating
to rights in and to Software, designs, formulas, procedures, methods, ideas,
inventions and improvements, works of authorship and other material,
recordings, graphs, drawings, reports, analyses, other writings, any
information in any form and other property of any type not specifically listed
herein, whether or not the foregoing are protected or protectable under
Intellectual Property rights now or in the future


 


8





















 


1.23                           The
term “LSMS” means a User’s Local Service Management System or its equivalent ,
including all software, minicomputers, front-end processors, workstations,
computers, terminals, local area network (“LAN”) servers and associated
peripheral equipment, lines and cabling used to connect and transmit data to
and from the NPAC/SMS and other Users.


 


1.25                           The
term “Maintenance Modifications” means any modifications or revisions, other
than Enhancements, to the NPAC/SMS Software or Documentation that correct
Defects, support new releases of the operating systems with which the NPAC/SMS
Software is designed to operate, support new input/output (“I/O”) devices or
provide other incidental updates and corrections.


 


1.26                           The
term “Material Defect” shall mean a Defect that adversely affects the ability
of the NPAC/SMS to port telephone numbers successfully in accordance with the
Specifications


 


1.27                           The
term “Member” shall mean a company which has joined the LLC pursuant to the
Operating Agreement.


 


1.28                           The
term “Minor Defect” shall mean a Defect other than a Material Defect.


 


1.29                           The
term “Network Testing Readiness Date” shall mean the day following the Turnup
Testing Completion Date.


 


1.30                           The
term “Neutral Third Party” means an entity which (i) is not a
telecommunications carrier,  as defined
in the Communications Act of 1934 as amended; (ii) is not owned by, or
does not own, any telecommunications carrier; provided that ownership interests
of five percent (5%) or less shall not be considered ownership for purposes of
this Article; or (iii) is not affiliated, by common ownership or
otherwise, with a telecommunications carrier.


 


1.31                           The
term “Normal Business Hours” means 7:00 a.m. to 7:00 p.m. Central
Time during Business Days.


 


1.32                           The
term “NPAC/SMS” means the total solution provided by Contractor as described in
this Agreement for providing, maintaining, administering, and operating a
number portability administration center and service management system for the
Service Area, including, but not limited to, the data processing system used to
provide NPAC/SMS, the NPAC/SMS Software (including Enhancements or Maintenance
Modifications), Additional Services performed pursuant to Statements of Work,
Contractor utilities, hardware, Third Party software, peripherals,
communications equipment and services, and other facilities used by Contractor
at its NPAC/SMS Data Centers to provide Services under this Agreement,
including, without limitation, the points of presence required to be provided
by Contractor in the Service Area pursuant to Section 12.13 of Exhibit A
- Request for Proposal, to which Users can connect to the NPAC/SMS, and other
points of presence that may be provided pursuant to a Statement of Work if the “Service
Area” is expanded as contemplated in the definition thereof in Section 1.46.


 


9





















 


1.33                           The
term “NPAC/SMS Data Centers” means the two (2) geographically distinct
locations where Contractor provides the facilities, equipment and personnel to
operate the NPAC/SMS Production Computer System and the NPAC/SMS Disaster
Recovery Computer System.


 


1.34                           The
term “NPAC/SMS Disaster Recovery Computer System” means the dedicated computer
system that provides a software and hardware test capability for ongoing
NPAC/SMS development and provides a dedicated NPAC/SMS disaster recovery
arrangement, which, as of the Effective Date, is located at 777 Old Saw Mill
River Road, Tarrytown, New York, and which is the same disaster recovery
computer system utilized to provide NPAC/SMS for the Centralized NPAC LLCs.


 


1.35                           The
term “NPAC/SMS Production Computer System” means the dedicated computer system
that provides NPAC/SMS to Users, which, as of the Effective Date, is located at
200 South Wacker Drive, Chicago, Illinois, and which is
the same primary computer system utilized to provide NPAC/SMS for the
Centralized NPAC LLCs.


 


1.36                           The
term “NPAC/SMS Software” means all computer programming code created, written
and developed for or in anticipation of the NPAC/SMS application in any
form.  If not otherwise specified, the
NPAC/SMS Software shall include both Object Code and Source Code.  The NPAC/SMS Software shall include any
Maintenance Modifications created by Contractor from time to time, and shall
include Enhancements thereto when added to the NPAC/SMS Software in connection
with a Statement of Work issued hereunder.


 


1.37                           The
term “NPAC/SMS User Agreement” means the agreement between Contractor and a
User for NPAC/SMS in the form attached to this Agreement as Exhibit J -
NPAC/SMS User Agreement Form.


 


1.38                           The
term “Object Code” means the machine-readable form of any computer programming
code.


 


1.39                           The
terms “Party” or “Parties” mean Contractor
and/or Customer


 


1.40                           The
term “Project” means the work being performed under this Agreement to enable
Contractor to offer the Services, including work performed under any Statement
of Work relating to Additional Services.


 


1.41                           The
term “Project Executive” means the individual designated by each of the Parties
to act as its primary contact between the Parties for the resolution of issues
and problems concerning operation of the NPAC/SMS, as provided for under Section 11.1.


 


1.42                           The
term “Project Manager” means the individuals designated by each of the Parties
to act as its primary interface between the Parties with respect to the
furnishing of Additional Services, as provided for under Section 11.2.


 


10





















 


1.43                           The
term “Project Plan” means the timetable for accomplishing a Project, as set out
in Exhibit F - Project Plan and Test Schedule, or in the applicable
Statement of Work for any Additional Services.


 


1.44                           The
term “Services” means the delivery of NPAC/SMS services in the manner provided
under this Agreement and shall include Additional Services.


 


1.45                           The
term “Service Area” means New York, and any other jurisdictions or market
service areas to which NPAC/SMS is provided under this Agreement, which may
include the states of Maine, Vermont, New Hamshire, Massacheusetts, Rhode
Island and Connecticut.


 


1.46                           The
term “Service Element” means any of the individual service items identified and
priced in Exhibit E - Pricing Schedules.


 


1.47                           The
term “Service Element Charges” means (i) all Service Element fees and
charges for Service Elements allocable to a User pursuant to the Allocation
Model, and (ii) all other Service Element fees and charges for Services
incurred by a User.


 


1.48                           The
term “Service Levels” means the service levels for NPAC/SMS specified in Exhibit G,
as amended from time to time as provided for in this Agreement.


 


1.49                           The
term “Service Provider” means an entity which (i) is a facilities-based
carrier intending to provide telecommunications services within the Service
Area and (ii) has entered into an NPAC/SMS User Agreement with Contractor
to receive Services under this Agreement.


 


1.50                           The
term “Software” means computer programs and related Documentation and includes
application programs, operating system programs, utilities, templates,
parameter tables and settings, interfaces to external programs, tools, program
related data, and local area network management software.


 


1.51                           The
term “Source Code” means the human-readable form of any computer programming
code and related Documentation, including all comments and any procedural code
such as job control language.


 


1.52                           The
term “Specifications” means the functional, technical and design specifications for Services set forth in any Statement of
Work, Exhibit B - NANC NPAC/SMS Functional Requirements Specification, Exhibit C
- NANC NPAC/SMS Interoperable Interface Specification, Exhibit K -
External Design, Exhibit D - Response to RFP, Exhibit A - Request for
Proposal, any other documents identified as Exhibits, and any other appendices
or attachments referenced in this Agreement, with any conflict between or among
such documents controlled pursuant to the precedence order described in the
definition of “Agreement” in Section 1.4.


 


1.53                           The
term “Standard Report” means a report designated in Section 9 of Exhibit B
- NANC NPAC/SMS Functional Requirements Specifications.


 


11





















 


1.54                           The
term “Statement of Work” means any Statements of Work entered into under Article 13.


 


1.55                           The
term “Termination Event” shall have the meaning given to such term in Section 24.1
hereof.


 


1.56                           The
term “Test Window” shall be the period of time, defined by a start date and
completion date, assigned to each User which will be participating in Turnup
Testing, as set forth in the Turnup Test Plan.


 


1.57                           The
term “Third Party” means any individual, corporation, partnership, association
or other entity, other than the Parties hereto.


 


1.58                           The
term “Turnup Testing Completion Date” shall mean the date upon which the
incumbent Local Exchange Carrier (“LEC”) and a minimum of two (2) competitive
LECs of the Service Providers covered by the Turnup Test Plan are scheduled to
have completed Turnup Testing under said plan.


 


1.59                           The
term “Turnup Testing Start Date” shall mean the date established in the Turnup
Test Plan for the commencement of Turnup Testing for the first User under said
plan.


 


1.60                           The
term “Turn-up Test Plan” shall mean the final version of the NPAC/SMS Turnup
Test Plan for the Service Area agreed to by the Parties, the schedule of
which may be amended from time to time by the Parties for Delay Extensions and
Contractor Delays.


 


1.61                           The
term “Unauthorized Access” includes (i) a breach of security on a system,
LAN or telecommunications network which contains, processes or transmits a User’s
proprietary or Confidential Information, or (ii) unauthorized or illegal
activities by Contractor, its employees, subcontractors or agents to obtain
money or information from or through any Customer or Users, or in any way
damage Customer, the Users using User Data, an LSMS or the NPAC/SMS.


 


1.62                           The
terms “User” or “Users” means, individually or collectively, (i) any and
all Service Providers and/or (ii)(a) any and all providers of
telecommunications related services in the Service Area, having a need to
access any part of the NPAC/SMS, such as to route, bill or rate calls, and (b) 
which has or have entered into an NPAC/SMS User Agreement(s) with Contractor in
the form of Exhibit J hereto to access and use Services under this
Agreement.


 


1.63                           The
term “User Charges” means, as to any User, the sum of (i) such User’s
Service Element Charges, (ii) to the extent not reflected in Service
Element Charges, such User’s fees and charges incurred in connection with any
Statement of Work hereunder, determined in the manner specified by said
Statement of Work and (iii) all other amounts which may appropriately be
billed to Users hereunder or under the NPAC/SMS User Agreements.


 


12





















 


1.64                           The
term “User Data” means all data and information, however recorded, provided to
Contractor by Users to enable Contractor to provide NPAC/SMS to Users under
this Agreement.


 


1.65                           The
term “User Enhancement” means any Enhancement made by Contractor in order to
adapt the NPAC/SMS Software to special requirements of a specific User, which
Enhancement will have no utility or limited utility to other Users in the
Service Area and, if applicable, other users in service areas of any
Centralized NPAC LLCs.


 


ARTICLE 2 - SCOPE OF WORK


 


Contractor shall (i) adapt the NPAC/SMS Software to meet Customer’s
requirements and test the NPAC/SMS Software according to the terms and
conditions of this Agreement, for implementation under the schedule in Exhibit F
- Project Plan and Test Schedule; (ii) provide all facilities, equipment,
Software, personnel and materials necessary to manage, maintain and operate the
NPAC/SMS Data Centers; and (iii) provide Services to Users according to
the terms and conditions of this Agreement and the NPAC/SMS User Agreement,
including from time to time, providing Additional Services upon the execution
of Statements of Work by both Parties under Article 13.


 


ARTICLE 3 - TERM


 


This Agreement shall be effective as of the Effective Date of this
Agreement and shall continue for a period of five (5) years after the
Acceptance Date, or, if Customer elects Target Option B pursuant to Section 6.6
(a), through March 31, 2003 (in either case, the “Initial Term”), unless
terminated earlier under the terms and conditions of this Agreement.  After the Initial
Term, this Agreement shall automatically renew for consecutive one (1) year
terms unless an election not to renew is made by (i) Customer by providing
at least ninety (90) days written notice to Contractor prior to the end of the
Initial Term or any subsequent renewal term or (ii) by Contractor by
providing at least one hundred and eighty (180) days written notice to Customer
prior to the end of the Initial Term or any subsequent renewal term.


 


ARTICLE 4 - COMPENSATION AND NPAC/SMS USER
AGREEMENTS


 


4.1                               Compensation


 


In consideration for the fulfillment by Contractor of its obligation to
provide NPAC/SMS as detailed hereunder, Customer hereby grants to Contractor
the right to provide Services to Users in the Service Area for the term of this
Agreement.  Contractor acknowledges that
the opportunity to provide the Services is a substantial business opportunity
to it.


 


Contractor shall be compensated for Services by the fees paid by Users
pursuant to their respective NPAC/SMS User Agreements and under Exhibit E
- Pricing Schedules, as provided in Article 6 - Pricing and
Adjustment.  Customer shall have no
obligation to pay Contractor any compensation for any Services or other work
provided under this Agreement, unless expressly


 


13





















 


authorized by a Statement of Work issued in accordance with Article 13
- Additional Services or a written modification to this Agreement.


 


4.2                               NPAC/SMS
User Agreements


 


Contractor shall enter into NPAC/SMS User Agreements with Users for the
provision of Services.  The NPAC/SMS User
Agreement shall be in exactly the form attached to this Agreement as Exhibit J
- NPAC/SMS User Agreement Form. 
Contractor shall provide a monthly report to Customer of the name and
address of all Users currently under contract with Contractor for
Services,which report shall set forth in a separate section all new Users
added since the last such report. 
Contractor shall also provide a copy of this report to any requesting
User at no additional charge.


 


Contractor shall not provide Services within the Service Area to any
Third Party except upon execution of an NPAC/SMS User Agreement.  Any Third Party requesting services from
Contractor similar to NPAC/SMS in the Service Area shall be required to
complete an application for such Services, the form of which is an attachment
to Exhibit J - NPAC/SMS User Agreement Form and may only be amended
or modified by the Parties.  Contractor
shall determine whether any Third Party qualifies for Services as a User, based
upon a good-faith, reasonable interpretation of the information provided by
such Third Party pursuant to its application and the definitions of “Service
Provider” and “User “ in this Agreement, before entering into an NPAC/SMS User
Agreement with such Third Party.  If
Contractor is unsure whether a Third Party requesting such access falls within
clause (i) of the definition of “Service Provider” or clause (ii)(a) of
the definition of “User,” Contractor shall refer such application to Customer
for its decision on whether the Third Party qualifies as a “Service Provider”
or “User “ under either of the above-referenced applicable clauses of the
definitions of “Service Provider” or “User” before entering into an NPAC/SMS
User Agreement with such Third Party. 
Contractor shall have no obligation to investigate the accuracy of any
information provided by a Third Party applying for access to the NPAC/SMS as a
User.  However, notwithstanding the
preceding sentence, if Contractor’s Project Executive knows that a User is not
or ceases to qualify as a “User” under this Agreement, such Project Executive
shall notify Customer and take appropriate action under such User’s NPAC/SMS
User Agreement, including, without limitation and, if appropriate, terminating
such agreement.


 


Both Parties agree that membership in Customer is not a requirement or
qualification for access.


 


ARTICLE 5 - 
RELATIONSHIP


 


Contractor’s relationship to Customer in the performance of this
Contract is that of an independent contractor. 
Personnel furnished by Contractor (hereinafter “Contractor’s Employee(s)”)
to perform Services hereunder shall at all times remain under Contractor’s exclusive
control and direction and shall be employees of Contractor and not employees of
Customer.  Contractor shall pay all
wages, salaries and other amounts due Contractor’s Employee(s) relative to this
Contract and shall be responsible for all obligations respecting them


 


14





















 


relating to FICA, income tax withholdings, unemployment compensation
and other similar responsibilities and, as such, Contractor is filing all
required forms and necessary payments appropriate to the Contractor’s tax
status. In the event the Contractor’s Employee(s)’ independent status is denied
or changed and the Contractor or Contractor’s Employee(s) are declared to have “common
law” status with respect to work performed for Customer, Contractor
agrees to indemnify and hold Customer, 
Members and their parents, affiliates and subsidiaries harmless from all
fines, penalties, liabilities, claims, obligations and costs, including legal
fees, which may be incurred as a result of such changes in status.


 


Nothing contained in this Agreement shall be deemed or construed as
creating a joint venture or partnership between Contractor and Customer.  Neither Party is, by virtue of this
Agreement, authorized as an agent, employee or legal representative of the
other.  Except as specifically set forth
herein, neither Party shall have power to control the activities and operations
of the other and their status is, and at all times will continue to be, that of
independent contractors.  Neither Party
shall have any power or authority to bind or commit the other.


 


ARTICLE 6 - PRICING AND ADJUSTMENT


 


6.1                               General


 


Contractor shall be compensated for rendering the Services hereunder by
charging Users at the prices set forth in Exhibit E - Pricing Schedules (the
“Pricing Schedules”) for such Services in accordance with the Allocation
Model.  Customer will deliver an
Allocation Model to Contractor on or before September 30, 1997; provided,
however, that if Customer fails to provide an Allocation Model by such date and
until thirty (30) days after such Allocation Model is so provided, Contractor
shall be entitled to allocate all allocable charges hereunder pro rata to the
Users, and shall invoice such Users accordingly.


 


Except as provided in a Statement of Work or as otherwise specifically
provided hereunder, Contractor will not increase the prices set forth in the
Pricing Schedules during the Initial Term of this Agreement.  Thereafter, the prices for Services may be
increased upon not less than ninety (90) days prior written notice to Customer;
provided, however, that (i) any such price increase will not exceed the
total percentage increase, if any, in the CPI for
the twelve (12) month period immediately preceding Contractor’s proposed price
increase, or eight percent (8%), whichever is less, and (ii) prices may
not be increased more than once in any twelve (12) month period.


 


6.2                               Service
Element Charges


 


(a)                                  Monthly
Charges.


Monthly Charges will be assessed to Users for each Service Element
requested by Users from those listed under Category 1 in Schedule 1 of the
Pricing Schedules.  The applicable
monthly rate charges appearing in Schedule 1 of the Pricing Schedules
shall be assessed for each month for which the Services are provided.  For the purpose of pro-rating charges for
partial months, each month will be deemed to have thirty (30) days.  Contractor may take requests for these
Services directly from any User, and will report


 


15





















 


the respective User charges to Customer in the Monthly Summary of
Charges.  Contractor will invoice such
charges to the respective Users which requested and received said Service
Elements.


 


(b)                                 Per
User/Per Request Charges.


Per User/Per Request charges apply only when a specific Service Element
listed under Category 2 in Schedule 1 of the Pricing Schedules has been
requested or used by a User, and will be accumulated and billed on a monthly
basis as described in more detail below. 
The following shall apply to specific Per User/Per Request Service
Elements:


 


(i)                  NPAC
User Support Contacts: NPAC/SMS Hotline Calls.


A flat per-contact
charge set forth in Category 2 of Schedule 1 to the Pricing Schedules will
be assessed by Contractor for contacts received by Contractor from a User for “Billable
NPAC User Support Manual Requests”, as defined in Footnote 3 to Schedule 1
of the Pricing Schedules, in excess of five (5) per day, commencing three (3) months
after the date such User completes Turnup Testing.  An initial phone call, e-mail message, facsimile
transmission, or any other form of written or oral communication from a User,
and all follow-up contacts relating directly to the subject matter of the
initial call, shall constitute a single “contact” hereunder.  Contractor may take requests for these
Services directly from any User, and will report the respective User charges to
Customer in the Monthly Summary of Charges. 
Contractor will invoice such charges to the respective Users which
requested and received said NPAC User Support Contacts.


 


(ii)               Ported
Telephone Numbers.


Promptly after
the end of each calendar month, Contractor shall aggregate the total number of
telephone numbers ported (as defined in footnote 4 to Schedule 1 of the
Pricing Schedules) during the month and multiply such total by the applicable
price per “TN Porting Event” set forth in Category 2 of Schedule 1 of the
Pricing Schedules (the product of such multiplication being referred to herein
as the “Aggregate Porting Charge”).  Each
User in the Service Area shall be charged for a portion of the Aggregate
Porting Charge for the subject month in the manner specified by the Allocation
Model.  In the event Contractor’s charges
to Users are based on an initial Allocation Model, or are invoiced to Users in
the absence of an Allocation Model as set forth in Section 6.1, such
charges shall be “trued-up” to charges that would have applied had an FCC or
state regulatory agency Allocation Model been available.


 


(iii)            Reports.


All Standard Reports will
be prepared for a fixed fee as set forth in Schedule 1 of the Pricing
Schedules.  All Ad Hoc Reports will be
prepared by Contractor and charged at an hourly rate for the time required to
define and develop the Ad Hoc Report format. 
Contractor may take requests for these Services directly from any User,
and will report the respective User charges to Customer in the Monthly Summary
of Charges.  Contractor will invoice such
charges to the respective Users which requested and received said reports


 


16





















 


(c)                                  Non-Recurring
Charges.


Non-Recurring Charges
will be assessed to Users for each Service Element listed under Category 3 in Schedule 1
of the Pricing Schedules.  Contractor may
take requests for these Services directly from any User, and will report the
respective User charges to Customer in the Monthly Summary of Charges.  Contractor will invoice such charges to the
respective Users which requested and received said Service Elements.


 


6.3                               User
Training


 


Training Charges will be assessed to Users for each of
their respective personnel who attend training courses on the use of the
NPAC/SMS during the term of this Agreement at the fees per person set forth in Schedule 2
of the Pricing Schedules.  The prices set
forth in said Schedule 2 of the Pricing Schedules are based on a three (3) day
training course.  The introduction of
future Enhancements or other changes to the NPAC/SMS may increase course length
and pricing, with any such changes to be described in a Statement of Work
relating to the implementation of any such Enhancement or change.  Contractor will provide classroom space and
hands-on training plus a copy of the training materials for each
participant.  Other costs such as travel
and expenses of participants are not included and will be the responsibility of
the course participants or the Users they represent, as determined between
them.  If more than three participants
from the same User attend the same class, each participant’s training fee will
be reduced by ten percent (10%). 
Contractor will also travel and conduct training courses at a User’s
site, provided that a minimum of three participants will take the on-site
course.  The price for such training
arrangements is ninety percent (90%) of standard training prices set forth in Schedule 2
of the Pricing Schedules, plus reasonable expenses of the person or persons
presenting the course (e.g., travel, hotel, meals, etc.).  Contractor may take requests for these
Services directly from any User, and will report the respective User charges to
Customer in the Monthly Summary of Charges. 
Contractor will invoice such charges to the respective Users which
requested and received said training.


 


6.4                               Interoperability
Testing


 


Interoperability Testing will be performed in
accordance with an Interoperability Test Plan to be prepared by Contractor, and
will be charged to Users (or, if applicable, a Third Party supplier of LSMS or
Service Order Administration (“SOA”) services designated by a User as its
provider of LSMS or SOA services, referred to herein as an “LSMS/SOA Supplier”)
in accordance with Schedule 3 of the Pricing Schedules.  The Initial Test charges shown in Schedule 3
of the Pricing Schedules will be required to be paid in connection with initial
testing of a User’s or LSMS/SOA Supplier’s LSMS or SOA software.  A certain amount of re-testing of a User’s or
LSMS/SOA Supplier’s LSMS or SOA software will be required in connection with
any new release of the LSMS or SOA software by the User or LSMS/SOA
Supplier.  The extent of any such
re-testing, and the related fees and charges therefor, will be addressed in a
Statement of Work relating to such re-testing. 
Re-testing of LSMS or SOA software required in connection with a new
release of NPAC/SMS Software initiated by Contractor will not be charged to Users
or LSMS/SOA Suppliers.  Additional
testing beyond the scope of testing or time frame specified in the


 


17





















 


Interoperability Test Plan (due, for example, to the
need or desire of a User to perform material amounts of re-testing following
remediation of defects or other alterations to LSMS or SOA software made during
the course of Interoperability Testing) shall be charged at a flat rate per day
(or portion thereof) as set forth in said Schedule 3.  Contractor may take requests for these
Services directly from any User, and will report the respective User charges to
Customer in the Monthly Summary of Charges. 
Contractor will invoice such charges to the respective Users which
requested and received such Interoperability Testing.


 


6.5                               Expenses


 


Except as otherwise provided in this Agreement and any Statement of
Work, all expenses (including travel and travel-related expenses) incurred by
Contractor in connection with the provision of Services are included in the
fees and shall not be reimbursed by Customer, or Users, unless agreed upon by
Customer in writing.


 


6.6                               Target
Amounts; Shortfall and Credits; Billing


 


(a)                                  Target Amounts, Optional Target Schedule.


 


Contractor and Customer have established monthly target amounts for
specific periods during the Initial Term hereof as set forth on Schedule 5
of the Pricing Schedules (the “Monthly Target Amounts”). The Monthly Target
Amounts will serve as revenue targets for Contractor during such periods and
will be used to determine the Allocable Target Shortfalls and Allocable Target
Credits as defined and described below. The Parties agree that the Monthly
Target Amounts set forth as “Option A” in Schedule 5 of the Pricing
Schedules will be the revenue targets under this Agreement unless, on or before
September 15, 1997, Customer provides written notice to Contractor that it
elects to have the Monthly Target Amounts as set forth as “Option B” in Schedule 5
of the Pricing Schedules serve as the revenue targets under this Agreement.  Any such election by Customer will be
irrevocable.


 


(b)                                 Determining Allocable Target Shortfalls
and Credits.


 


Promptly after the end of each Billing Cycle, Contractor shall compare (i) the
sum (the “Target Shortfall/Credit Compare Amount”) of (A) the aggregate
amount of User Charges incurred by all Users within the Service Area with
respect to Service Elements set forth on Schedule 1 of the Pricing
Schedules from the beginning of the calendar year in which such Billing Cycle
occurs (the “Subject Year”) to the end of such Billing Cycle and (B) the
excess, if any, by which the aggregate Allocable Target Shortfalls (as defined
below), if any, for all prior Billing Cycles in the Subject Year exceed the
aggregate Allocable Target Credits (as defined below), if any, for the same
period (the “Net Shortfall Amount”), to (ii) the aggregate sum of the
Monthly Target Amount for such Billing Cycle plus the Monthly Target Amounts
for all prior Billing Cycles in the Subject Year (such sum being referred to
herein as the “Applicable Aggregate Target Amount”). If at the end of any
Billing Cycle, the applicable Target Shortfall/Credit Compare Amount is less
than the Applicable Aggregate Target Amount, then the difference (or shortfall
amount) shall be an “Allocable Target Shortfall.”  Conversely, if at the end of any Billing
Cycle, the applicable Target Shortfall/Credit Compare Amount exceeds the
Applicable Aggregate


 


18





















 


Target Amount, then the excess shall be an “Allocable Target Credit,”
but only up to the amount of the Net Shortfall Amount, if any, as of such
Billing Cycle.  Allocable Target
Shortfalls and Credits are determined on a Subject Year by Subject Year basis,
with no carryover to any following year of any prior year’s end of the year Net
Shortfall Amount or Schedule 1 User Charges in excess of the aggregate of
such prior year’s Monthly Target Amounts. 
Each User’s share of any Allocable Target Shortfalls or Credits for any
Billing Cycle will be determined in accordance with the Allocation Model and as
agreed to in the User Agreement.  A
sample calculation of the Allocable Target Shortfalls and Credits applying the
foregoing methodology is set forth as part of Schedule 6 of the Pricing
Schedules.


 


(c)                                  Invoicing
of Monthly Charges for Users; Monthly Summary of Charges.


 


Promptly after the end of each Billing Cycle, Contractor shall prepare
and send to each User an invoice for the amount of its User Charges, plus
such User’s share of the Allocable Target Shortfall, if any, and less
the sum of (i) such User’s share of the Allocable Target Credit, if any,
and (ii) such User’s allocable share of any liquidated damages, if any,
assessed against Contractor pursuant to Article 16 hereof.  Contractor shall also prepare and deliver to
Customer a report (the “Monthly Summary of Charges”) setting forth the billing
calculation above for each User in the Service Area, and for all Users within
the Service Area.  All invoices shall be
due and payable within forty-five (45) days of the date of the invoice, as
provided in the NPAC/SMS User Agreement.


 


(d)                                 Certain
Charges Incurred Prior to Acceptance.


 


It is understood by the Parties that certain Services hereunder,
including without limitation those described in Sections 6.2(a),6.2(c), 6.3 and
6.4 hereof, may be requested by or provided to Users prior to Acceptance of the
NPAC/SMS, and that such Service Element Charges may be invoiced to the
appropriate Users in accordance with Section 6.6(c) above,
notwithstanding that Acceptance shall not have occurred.


 


6.7                               Most
Favored Customer


 


Contractor’s Terms to Users for the Services shall be at least as
favorable as the Terms provided by Contractor to any other customer receiving
NPAC/SMS-type services.  Subject to the
following paragraphs in this Section, if Contractor provides more favorable
Terms to another customer for NPAC/SMS services of the type received by Users, Contractor shall extend such Terms to Customer and Users,
taking into account any inherent differences resulting from providing such
services on a “centralized” versus a “dedicated” basis.  As used in this Article, “Terms” includes,
but is not limited to, rates, prices, charges, target amounts, liquidated
damages, contractual terms and conditions, or any other contractual element
(including, without limitation, service level requirements) affecting the price
of NPAC/SMS Services offered or the rights or obligations of the Parties or
Users under either this Agreement or the NPAC/SMS Users Agreement or any
similar agreement with another customer of Contractor receiving NPAC/SMS-type
services (the latter being referred to herein as a “Comparable Agreement”).  Contractor shall promptly advise Customer in
writing when it has entered into a Comparable Agreement and


 


19





















 


inform Customer of any more favorable Terms (and, as provided below,
any corresponding less favorable Terms) in such agreement.


 


Subject to the following
paragraph, if Contractor provides more favorable Terms to another customer
under a Comparable Agreement, Customer may substitute all or any portion of
such more favorable Terms for the Terms of this Agreement or the NPAC/SMS User
Agreement, including, if appropriate, the lowest charges included in such
Terms, retroactive to the date the more favorable Terms became effective as to
such other customer of Contractor.


 


Notwithstanding the
foregoing, if any such more favorable Term of a Comparable Agreement was the
product of negotiations which resulted from or resulted in one or more
corresponding less favorable Terms elsewhere in such agreement, Customer must
also substitute or add, as the case may be, such corresponding less favorable
Term or Terms to this Agreement or the NPAC/SMS User Agreements along with the
more favorable Term.  The inclusion of
such less favorable Terms with the more favorable Terms shall occur only where
the more favorable and less favorable Terms are (i) directly related by
subject matter and the changes reflecting such Terms are made as part of the same
generation of revisions to the Comparable Agreement (prior to the effectiveness
thereof) or (ii) are part of the same amendment thereto (after
effectiveness).  Contractor shall bear
the burden of showing that the changes were so related.


 


Upon receiving Contractor’s
notice of the provision of more favorable Terms in a Comparable Agreement,
Customer must respond within ninety (90) days whether or not it wishes to adopt
such Term or Terms (except that such period shall be extended, as reasonably
necessary, if Customer is in good faith discussions with Contractor regarding
the consequence and/or implementation of such Term or Terms within such ninety
(90) days), and if Customer does not respond within such period, Customer shall
be deemed to have waived the application of this Section 6.7 in such
instance.


 


6.8                               Adoption
of NANC Flows


 


In
addition to all other charges payable in accordance with this Article 6
and the Pricing Schedules, Contractor shall be compensated for additional
development of the NPAC/SMS Software relating to the implementation of the
process flows adopted as the NANC NPAC/SMS Functional Requirements
Specification 1.0 and the NANC NPAC/SMS Interoperable Interface Specification
1.0 (together, the “NANC 1.0 Flows”). 
The total charge for the changes arising out of the NANC 1.0 Flows shall
be $[* * *], which shall be allocated among the Centralized NPAC LLCs
equally (with four Centralized NPAC LLCs, each would be allocated
$[* * *]).  The amount
allocated to Customer shall be paid by Users in forty-eight (48) equal monthly
installments commencing January 1, 1998 and continuing through and
including December 31, 2001 (with four (4) Centralized NPAC LLCs,
Customer’s allocated monthly share would be $[* * *]).  The amount invoiced to each User in any month
shall be determined in accordance with the Allocation Model in effect for such
month. The payments provided for in this Section shall not be applied
against the Annual Target Amounts.


 


20





















 


ARTICLE 7 - BENCHMARKING


 


7.1                               Benchmark
Overview


 


Within sixty (60) days after the Effective Date, Customer and
Contractor shall establish the objective measurement and comparison process
(utilizing as the baselines the Service Levels established under Exhibit G
- Service Level Requirements, as the same may be amended by this Article 7
- Benchmarking) (the “Benchmarking Process”) in order to ensure that Contractor
provides Customer and Users with technology and service level standards equal
to or greater than other organizations receiving similar services.


 


7.2                               Benchmarker


 


Each comparison measurement of the Benchmarking Process (the “Benchmark”)
shall be conducted by a person (the “Benchmarker”) who is either:


 


(a)                                  an
employee or employees of Contractor; or


 


(b)                                 at
Customer’s option, a Third Party selected by Customer, provided that (i) neither
such Third Party nor any of its affiliates competes or intends to compete,
directly or indirectly, with Contractor for the provision of NPAC/SMS in the
Service Area or in any other service area and (ii) such Third Party signs
an appropriate confidentiality agreement with Customer and Contractor regarding
the Confidential Information, substantially in accordance with the provisions
of Article 15 hereof.


 


The fees and expenses charged by the Third Party Benchmarker shall be
paid by Customer.


 


7.3                               Benchmark


 


The Benchmarker shall conduct the Benchmarking Process annually or at
such other frequency as may be mutually agreed upon by the Parties.  Customer and Contractor shall agree upon the
period during which the Benchmarking Process shall be conducted.


 


7.4                               Benchmark
Information


 


Customer and Contractor shall jointly determine the objective Third
Party information that will be required to conduct or support the Benchmark
(the “Benchmark Information”).  Customer
and Contractor shall:


 


(a)                                  review
the Benchmark Information and


 


(b)                                 schedule a
meeting to address any issues either Party may have with the Benchmark
Information.


 


21





















 


Contractor shall provide the Benchmark Information (including
information relating to other customer sites, if available) at no additional
cost to Customer.


 


7.5                               Benchmarking
Results


 


Within thirty (30) days after the completion of the Benchmarking
Process, the Benchmarker shall produce a written report of the results thereof,
together with supporting schedules and documentation (such report, the “Benchmarking
Results”), and shall deliver the Benchmarking Results to the Project Executives
for Customer and Contractor.  If Customer
and Contractor agree, after reviewing the Benchmarking Results, that
adjustments to the Service Levels are necessary or appropriate, the Parties
shall amend the Service Levels accordingly. 
If any such adjustment to the Service Levels would also involve or
necessitate a change to or modification of the NPAC/SMS, Contractor shall
propose a Statement of Work in accordance with Article 13, which shall be
agreed to and performed in accordance with the provisions of Section 13.4,
and any amendment to the Service Levels agreed to by the Parties shall take
effect upon the completion and acceptance of the work subject to any such
Statement of Work.  In the event either
Party disputes the Benchmarking Results or whether adjustments are necessary or
appropriate, the Benchmarking Results or need for adjustments to Service Levels
shall be subject to the dispute resolution procedures set forth in Article 26 -
Internal Dispute Resolution and Arbitration.


 


ARTICLE 8 - OBLIGATIONS OF CONTRACTOR


 


8.1                               Testing
of NPAC/SMS


 


(a)                                  Testing;
Readiness of Users.


 


Turn-up Testing (as described in footnote 6 to Schedule 1 of the
Pricing Schedules) will be completed in accordance with the Turnup Test Plan
and the Project Plan, the current version of which and any subsequent versions
of which, shall be as set forth in Exhibit F - Project Plan and Test
Schedule, which Project Plan and Test Schedule shall conform to any and
all requirements of the FCC.  Prior to
commencing Turnup Testing, each User must have a Certified System (as defined
in Section 7.3(b) of the NPAC/SMS User Agreement, the form of which
is attached hereto as Exhibit J) prior to the scheduled commencement date
of such User’s Test Window.


 


(b)                                 Network
Testing.


 


On the Network Test Readiness Date, Contractor shall make the NPAC/SMS
available to the Users which have completed Turnup Testing for the purposes of
conducting network-to-network testing of the porting of telephone numbers
pursuant to the Project Plan and Test Schedule at Exhibit F, which
shall conform to any and all requirements of the FCC (“Network Testing”).
Customer will determine whether or not the NPAC/SMS is operating in accordance
with the Specifications.  Contractor will
use reasonable efforts to cooperate with Customer and Customer’s Network Testing
coordinator in performing such Network Testing.


 


22





















 


(c)                                  Delays.


 


The commencement and successful completion of Turn-up Testing and
Network Testing in a timely manner by the three (3) Users referred to in
the definition of “Turn-up Testing Completion Date” in Section 1.58 above
(the “Acceptance Test Users”) shall be considered a material term of this
Agreement.  Subject to Section 16.1,
if applicable, the Final Delivery Date shall be extended on a day-for-day basis
for any delay in completing such testing which is not directly or indirectly
the result of Contractor Delays (such delays, “Delay Extensions”); provided,
however, that if Contractor reasonably establishes to Customer’s satisfaction
that a longer delay is necessary because personnel, facilities or other
resources (including those of subcontractors) could not, through the
application of best efforts by Contractor, be made available to allow
performance by Contractor in a timely manner based on a day-for-day extension
alone, then the Final Delivery Date shall be extended by such additional days
as may be considered appropriate under the circumstances.


 


8.2                               Acceptance;
Effect of Delays on Payments


 


If not accepted sooner by Customer, the NPAC/SMS shall be deemed to
have been accepted (“Acceptance”) upon the day following the Final Delivery
Date or, if later, the date upon which the Acceptance Test Users shall have
completed Network Testing and Contractor shall have corrected, at its own
expense, any Material Defects identified by Contractor, Customer or a User
during such testing (such date, the “Acceptance Date”).  Customer with the input of the affected
Acceptance Test User(s) will determine whether or not such Material Defects
have been corrected so that the NPAC/SMS is operating in accordance with the
Specifications.  Minor Defects will not
delay Acceptance, but Contractor will use its best efforts to correct such
Minor Defects within sixty (60) days following Acceptance.  If the Acceptance Date has not occurred as of October 1,
1997 (as extended, if necessary, day-for-day, for any Contractor Delay days)
for any reason other than Contractor Delays or a Force Majeure Event,
Contractor may commence including Allocable Target Shortfalls and Allocable Target
Credits in its invoices to Users in accordance with Section 6.6 hereof.  Customer’s
Acceptance of the NPAC/SMS is not a waiver of the warranty in Section 21.3
that the NPAC/SMS is operating in accordance with the Specifications.


 


8.3                               Provision
of NPAC/SMS; Service Level Adjustments


 


Contractor shall provide the NPAC/SMS and the Services at or above the
Service Levels, and in a manner such that each Service Provider and each User
receives the applicable Services at the same Service Levels.  Customer shall have the applicable remedies
set forth herein, for any failure by Contractor to provide the NPAC/SMS and the
Services at or above the Service Levels and Users shall have such recourse and
remedies as are set forth in the NPAC/SMS User Agreement.


 


Either Customer or Contractor may, at any time, initiate discussions to
review any Service Level.  If Customer
and Contractor agree on an adjustment to the Service Levels, the parties shall
amend the Service Levels accordingly.  If
any such adjustment to the Service Levels would also involve or necessitate a
change to or modification of the NPAC/SMS, Contractor shall propose a Statement
of Work in accordance with Article 13, which shall be agreed to and
performed in accordance with the provisions of Section 13.4, and any
amendment to the Service Levels agreed


 


23





















 


to by the Parties shall take effect upon the completion and acceptance
of the work subject to any such Statement of Work.


 


8.4                               Compliance
with Service Level Requirements; Monitoring and Reporting


 


Contractor will monitor its compliance with the Service Levels
hereunder and certain other aspects of user and system functionality, and issue
reports to Customer thereon (“Reports”). 
Standard Reports (as defined in Section 9 of Exhibit B) and
other Reports to be provided on a periodic basis hereunder, and the fees to be
charged therefor, if any, are described in Exhibit H - Reporting and
Monitoring Requirements.  Contractor will
also prepare Ad Hoc Reports (which include Reports not specifically included on
Exhibit H and Reports included on Exhibit H, but requested by
Customer or a User at other than the time established for the regular issuance
thereof), the preparation of which will be charged in accordance with Exhibit E
- Pricing Schedules.  The Project
Executives will agree upon the form of Standard Reports within thirty (30) days
prior to the Network Testing Readiness Date. 
Each Report shall (i) have an executive summary and a glossary of
defined terms, (ii) present monthly, quarterly and year-to-date cumulative
data (including comparisons with similar data from the immediately prior year,
if applicable) where appropriate, (iii) make use of tables, graphs and
other similar methods of presenting the information and statistics contained
therein, and (iv) also have such narrative analysis and summaries as
Contractor feels would aid the understanding of the data presented in
statistical, tabular and graphical form. 
The Reports, and the systems and procedures for requesting and creating
them, shall meet the user and system functionality requirements of Sections 9.1
and 9.2 of Exhibit B - NANC NPAC/SMS Functional Requirements
Specifications.


 


The distribution of Reports shall be controlled by the recipient
thereof.  Distribution of Reports within
the Contractor’s organization shall be limited to those persons who have a “need
to know” and Contractor shall provide to Customer for its approval, and update
from time to time as necessary, a list of Contractor personnel who will receive
distributions of various Reports. 
Contractor’s Project Executive or other appropriate representative of
Contractor will be available upon reasonable notice to discuss any Report with
Customer’s Project Executive or other appropriate representative of Customer,
or in the case of Reports relating to a particular User, with a representative
of that User.


 


Customer reserves the right, at Customer’s expense, to contract with
Third Parties to verify the monitoring functions of Contractor referred to
above or review reports on Customer’s behalf; provided that (i) neither
such Third Party nor any of its affiliates competes or intends to compete,
directly or indirectly, with Contractor for the provision of NPAC/SMS in the
Service Area or in any other service area and (ii) such Third Party signs
an appropriate confidentiality agreement with Customer and Contractor regarding
the Confidential Information, substantially in accordance with the provisions
of Article 15 hereof.


 


8.5                               Security;
Unauthorized Access; Inspection


 


Contractor shall maintain and enforce at the NPAC/SMS Data Centers
safety and physical security procedures that conform to Section 7 of Exhibit A
- Request for Proposal and the


 


24


















 


procedures set forth at Sections 2.7 and 2.12.8 (Primary NPAC Physical
Access Security) of Exhibit D - Response to RFP (collectively, the “Safety/Security
Requirements”).


 


In the event Contractor becomes aware of an Unauthorized Access to the
NPAC/SMS, User Data, or an LSMS, Contractor shall immediately (i) notify
Customer and the applicable User(s) in writing; (ii) investigate the
Unauthorized Access; and (iii) subject to reasonable access, security, and
confidentiality requirements, provide Customer, Users, and their respective
designees with reasonable access to all resources and information in Contractor’s
possession as may be necessary to investigate the Unauthorized Access.  Customer (together with affected User(s))
shall have the right to conduct and control any investigation relating to the
Unauthorized Access as it determines is appropriate.


 


Subject to Contractor’s reasonable access, security, and
confidentiality requirements, Customer, upon twenty-four (24) hours prior
written notice to Contractor’s Project Executive, shall have the right to make
visits to the Data Center to review Safety/Security Requirements respecting
User Data (“Safety/Security Visits”); provided, however, that such
Safety/Security Visits may be made no more than four (4) times in any
twelve (12) month period (excluding any follow-up visits referred to in the
following sentence).  If any of the safety and physical security
procedures in effect at the NPAC/SMS Data Centers does not at a minimum comply
with those specified in the Safety/Security Requirements, Contractor shall (i) implement
corrective measures, and (ii) give notice of such implementation to
Customer and permit Customer to make one or more follow-up visits to the
affected Data Center, as necessary, to confirm the deficiency has been
rectified.  Customer’s rights under this
paragraph shall not in any way limit Customer’s right, with reasonable notice,
to visit the Data Center for reasons other than a Safety/Security Visit. 


 


8.6                               Procurement;
Staffing Responsibilities; Location Changes


 


Contractor shall be responsible for and shall pay all expenses and
costs of the procurement or provision of all hardware, systems software,
telecommunications services, facilities, and supplies required to support the
provision of NPAC/SMS, and the operation of the NPAC/SMS Data Centers, by
Contractor.  All facilities shall comply
with Section 12.13 of Exhibit A - Request for Proposal.  Each User shall be
responsible for providing and shall pay all expenses and costs of the
procurement or provision of all hardware, systems software, telecommunications
services, facilities and supplies required by User to access NPAC/SMS from such
User’s facilities, to the point of presence, as specified in Section 1.34.


 


Contractor shall be responsible for staffing the NPAC/SMS Data Centers
and providing appropriate personnel to provide the NPAC/SMS.  Contractor must manage its own labor
relations with any trade or union represented among its employees and shall
negotiate and be responsible for adjusting all disputes between itself, its
employees, and any union representing such employees.  If Contractor has knowledge of any actual or
potential labor dispute which is delaying or threatens to delay the timely
performance of the Project, Contractor shall give prompt notice to
Customer.  Contractor shall confirm the
notice in writing within twenty-four (24) hours.


 


25





















 


Any change in the location of an NPAC/SMS Data Center must be approved
in advance by Customer, which approval shall not be unreasonably withheld or
delayed, and must be accomplished without impairing the level of Services
rendered hereunder by Contractor. Any incremental expense incurred by Users as
a result of relocation of an NPAC/SMS Data Center shall be reimbursed to Users
by Contractor, unless such relocation is done at the request of Customer (alone
or on behalf of Users), in which case, Customer shall first enter into a
Statement of Work setting forth the manner in which Contractor shall be reimbursed
for any expense incurred in connection with such relocation.


 


8.7                               Training


 


Contractor shall develop and provide comprehensive training courses for
User personnel consistent with the requirements of Sections 12.8.4 and 12.8.6
of Exhibit A - Request for Proposal. 
The pricing for training courses and materials shall be as set forth in Section 6.3
and Exhibit E - Pricing Schedules.  All training provided by
Contractor shall include written course materials that may be kept, reproduced,
and distributed by the Users, provided that any reproductions of such materials
shall include any copyright or similar proprietary notices placed on the
materials by Contractor. Users shall have the right to make unlimited copies of
training materials provided by Contractor, at no additional charge, for
internal use.  A User may cancel a
training course scheduled by Contractor at any time upon written notice to
Contractor; provided, however, that the User shall be liable to Contractor for
all reasonable expenses incurred by Contractor in preparation for the course
that are not otherwise recoverable by Contractor if such training course is
canceled by the User less than two (2) weeks prior to the start of such
course.  In order to ensure that only
qualified students pass Contractor’s training programs, Contractor shall
monitor the progress of Users’ employees as they are trained, shall
periodically test students as a course proceeds, and shall provide written
certification of satisfactory performance of course requirements for those
students that successfully meet such requirements.


 


There shall be no restrictions on any User having an individual trained
in the operation of NPAC/SMS train other employees of the User, except that
each User must notify Contractor at the time the training course is scheduled
if it desires the individual(s) being enrolled to be trained as trainers.  All individuals trained as trainers must schedule and
attend, at the User’s expense, any additional training courses mandated by
Contractor to maintain such individual’s expertise as a trainer with respect to
any Enhancement or Maintenance Modification to the NPAC/SMS Software.  Contractor shall have no responsibility for
certifying any employees trained by such User’s trainers.


 


Notwithstanding anything to the contrary above, a User may train its
personnel internally.  In such event,
Contractor shall provide the above-referenced training materials directly to
User.  User may then use such materials
to train its personnel internally , but, prior to using the NPAC/SMS, such
personnel will be required to pass a certification examination of the same or
similar nature given to those individuals taking Contractor’s training courses.


 


26





















 


8.8                               Taxes


 


Contractor agrees to pay, and to hold Customer and the Users harmless
against, any penalty, interest, additional tax or other charge that may be
levied or assessed as a result of the delay or failure of Contractor for any
reason to pay any tax or file any return or information required by law, rule or
regulation or by this Agreement to be paid or filed by Contractor, unless such
delay or failure by Contractor is on account of the delay or failure of a User
to remit to or reimburse Contractor for any taxes which a User is obligated to
pay by law, rule or regulation or under this Agreement or its respective
NPAC/SMS User Agreement.  Customer shall
have no liability to Contractor for any taxes.


 


8.9                               Licenses
and Permits


 


Contractor shall, at its sole cost and expense, obtain all licenses,
authorizations and permits required by applicable legislative enactment and
regulatory authorizations in connection with the performance of its obligations
under this Agreement.  Contractor shall
indemnify and hold Customer, Members, Users and their respective affiliates
harmless from and against any and all liabilities, damages (including without
limitation punitive or special damages), losses or expenses (including attorney’s
fees) arising out of any breach by Contractor of this Section.


 


8.10                        Laws
and Regulations


 


Contractor shall comply, at its expense, with all applicable federal,
state, county, and local laws, ordinances, regulations, and codes in the
performance of its obligations under this Agreement (including procurement of
required permits and certificates), including the Fair Labor Standards Act and
the Occupational Safety and Health Act.  Contractor shall indemnify and hold
Customer, Members, Users and their respective affiliates harmless from and
against any and all liabilities, damages (including without limitation punitive
or special damages), losses or expenses (including attorney’s fees) arising out
of any breach by Contractor of this Section.


 


8.11                        Immigration
Law Compliance


 


Contractor warrants, represents and agrees that it will not assign any
individual to perform work under this Agreement who is an unauthorized alien
under the Immigration Reform and Control Act of 1986, as amended or its
implementing regulations.


 


In the event any employee of Contractor working under this Agreement is
discovered to be an unauthorized alien, Contractor will immediately remove that
individual and replace that individual with one who is not an unauthorized
alien.


 


Contractor shall indemnify and hold Customer, Members, Users and their
respective affiliates harmless from and against any and all liabilities,
damages (including without limitation punitive or special damages), losses or
expenses (including attorney’s fees) arising out of any breach by Contractor of
this Section.


 


27





















 


8.12                        Quality


 


Contractor shall provide high-quality service and support to Users consistent with the NPAC/SMS Service Level Requirements
specified in Exhibit G and as modified through the “Benchmarking” process
set forth in Article 7 herein.


 


The Contractor will measure performance against these Service Level
Requirements, report appropriately in accordance with Section 8.4, promote
an effective quality assurance process consistent with the provisions of Exhibit D
- Response to RFP, and confirm User satisfaction through the survey process.


 


Contractor shall retain a competent and experienced staff and ensure
that each staff member is aware of, committed to, and actively involved in
total quality improvement.  Each NPAC/SMS
staff member shall be personally responsible to Contractor for the quality of
his or her work.  The NPAC/SMS quality
manager and functional managers will ensure that sufficient resources are
committed to this effort.


 


Contractor agrees that it will comply with Customer’s reasonable
requests for the additional collection and reporting of specific quality data
that Customer needs to measure Services and Deliverables against Customer
quality objectives.  Any such request for
additional collection and reporting will be accomplished through the Statement
of Work process.  Customer and Contractor
may also agree to apply particular quality standards to specific Statements of
Work.


 


8.13                        Notification
of Additional Services, Enhancements and Modifications


 


Contractor shall provide written notification to all Users on a monthly
basis of any proposed Additional Services, Enhancements, Custom Enhancements,
User Enhancements and/or Maintenance Modifications to the NPAC/SMS.  In addition to the above notification
requirement, Contractor may also post notice of any proposed Additional
Services, Enhancements, Custom Enhancements, User Enhancements and/or
Maintenance Modifications to the NPAC/SMS on an Electronic Bulletin Board.


 


ARTICLE 9 - OWNERSHIP OF INTELLECTUAL PROPERTY; SOURCE
CODE ESCROW


 


9.1                               Ownership
of Intellectual Property


 


Except as otherwise expressly provided in this Agreement or any
applicable Statement of Work, Contractor shall own all Intellectual Property
created under this Agreement by or for Contractor, including the NPAC/SMS
Software and any Enhancements and Maintenance Modifications.  Contractor shall not own any standard
interface connecting the NPAC/SMS to Users, which interface shall be in the
public domain.


 


9.2                               Grant
of License on Condition of Termination by Customer


 


In the event of termination of this Agreement by Customer under Section 23.1
(a), (b), (c) or (d) and, in the case of Sections 23.1(a) and
(b), under circumstances where Customer has not


 


28





















 


alternatively elected to extend this Agreement pursuant to Section 24.2,
Contractor shall grant to Customer a nontransferable (other than to its
permitted successors and assigns pursuant to Exhibit L - Additional Terms
and Conditions of License), restricted, perpetual, royalty-free, non-exclusive
license to use and modify the NPAC/SMS Software and to sublicense the NPAC/SMS
Software to any contractor providing services similar to NPAC/SMS to the Users
or to any other entity performing a function similar to that of Customer, for
use in creating, managing and operating a data center similar to the NPAC/SMS
Data Center in the Service Area as it exists at the time of termination.  Other terms and conditions of the above referenced
license are set forth in Exhibit L.


 


9.3                               Grant
of License on Condition of Force Majeure or Contract Expiration


 


In the event of termination of this Agreement by Customer under Section 12.6
or Section 12.8 or under circumstances where this Agreement has not been
renewed pursuant to Article 3 and has not been extended pursuant to Section 24.2,
Contractor shall grant to Customer a renewable five (5) year,
nontransferable (other than to its permitted successors and assigns pursuant to
Exhibit L), restricted, non-exclusive license to use and modify the
NPAC/SMS Software and to sublicense the NPAC/SMS Software to any contractor
providing services similar to NPAC/SMS to the Users or to any other entity
performing a function similar to that of Customer, for use in creating,
managing and operating a data center similar to the NPAC/SMS Data Center in the
Service Area as it exists at the time of termination or Agreement
expiration.  A monthly royalty fee will
be required for the duration of the five (5) year license or until the
effective date of termination by Customer. 
Said monthly royalty fee shall be calculated as set forth in Exhibit L.  Other terms and conditions of the above
referenced license are set forth in Exhibit L.


 


9.4                               Software
Escrow


 


Contractor shall deposit the Source Code, Object Code and related
Documentation for NPAC/SMS Software into an escrow account pursuant to an
escrow agreement to be entered into between Contractor, Customer and an escrow
agent.  The escrow agreement shall
authorize release of the Source Code, Object Code and related Documentation to
Customer as a licensee (consistent with Sections 9.2 and 9.3 above) on certain
terms and conditions upon the occurrence of a Termination Event or Non-Renewal
(as such terms are defined in Section 24.1 below).  The escrow agreement shall be in the form of Exhibit M
hereto, subject to any changes to such form of agreement that the parties agree
to accept from the escrow agent.


 


ARTICLE 10 - PROBLEM RESOLUTION


 


10.1                        Hotline
Service


 


Contractor shall provide a “Hotline Service” to Users to (i) help
Users in answering routine questions and resolving problems with respect to use
of the NPAC/SMS and (ii) enable Users to report any defect in the NPAC/SMS
or any failure of the NPAC/SMS to perform in accordance with the
Specifications, which defects and/or failures shall be responded to by
Contractor in accordance with Section 10.2.  In addition to telephone access, the “Hotline
Service” shall also


 


29





















 


include access by means of electronic mail service when made available
by Contractor.  The Hotline Service shall
be made available seven (7) days a week, twenty-four (24) hours a
day.  Contractor will provide personnel
to answer the Hotline Service during Normal Business Hours and will have personnel
“on call” for calls to the Hotline Service during all other hours.  All common carrier charges incurred by Users
and all costs of telephone and terminal equipment incurred by Users shall be
the responsibility of the Users using the Hotline Service. Users may contact
the Hotline Service at 1-888-NPAC HELP.  Contractor shall make a diligent effort to
promptly acknowledge Users’ contacts to the Hotline Service.  Users will be charged for their contacts to
the Hotline Service pursuant to Section 6.2(b)(i) hereof.


 


10.2                        Problem
Correction


 


When a problem occurs which Contractor or a User determines is caused
by a Defect, Contractor will use its best efforts to identify and begin
remedial efforts with respect to such problem at no charge within the following
timeframes:


 


(a)                                  With
respect to Material Defects, within one hour.


 


(b)                                 With
respect to Minor Defects, within two Business Days.


 


Additionally, in connection with Material Defects, the Contractor shall
prepare updated system status reports from the NPAC/SMS Data Center
approximately every thirty (30) minutes following notice of the problem and
make that information available to Users via the NPAC/SMS Hotline provided for
under Section 10.1.  If Contractor
is unable to promptly correct Defects, it shall provide Users with procedures
that will enable them to bypass or otherwise work around the problem through
efforts that are appropriate in view of (i) the impact of the problem on
their operations and (ii) the ability to implement bypass or work-around
procedures to minimize such impact during Contractor’s remedial efforts.


 


As part of the Services rendered under this Agreement, Contractor shall
promptly correct any errors or inaccuracies in User Data and any reports
provided by Contractor under this Agreement that were caused by Contractor.


 


ARTICLE 11 - PROJECT STAFF


 


11.1                        Project
Executives and Oversight


 


Each Party shall appoint an individual who, from the Effective Date of
this Agreement, shall serve as the primary contact for that Party with the
other Party (the “Contractor Project Executive” and the “Customer Project
Executive,” as applicable).  The initial
Contractor Project Executive and Customer Project Executive are identified in Exhibit I
- Key Personnel.


 


The Contractor Project Executive and Customer Project Executive shall
be responsible for coordinating the day to day resolution of issues and
problems concerning operation of the NPAC/SMS. 
Customer agrees that, unless Contractor is otherwise notified by Customer,


 


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Customer’s Project Executive has the authority to act on behalf of
Customer for all purposes under this Agreement (including without limitation,
all consent, approval and delivery requirements), such that Contractor shall (i) require
action from, and shall be entitled to rely upon actions taken by, Customer’s
Project Executive in all circumstances where action is required of Customer
under this Agreement (e.g., consents, approvals, etc.) and (ii) satisfy
all its requirements of delivery of items to Customer under this Agreement
(including, without limitation, consents, approvals, notices, the NPAC/SMS,
Deliverables and other items referred to on Exhibit F - Project Plan and
Test Schedule) if Contractor makes delivery of such items to Customer’s Project
Executive (leaving open only the determination of whether any such delivery was
made to Customer’s Project Executive on or prior to the required delivery
date).  Notwithstanding the above,
Customer’s Project Executive is not authorized to modify or amend the terms of
this Agreement.


 


Within thirty (30) days after the Effective Date of this Agreement, the
Contractor Project Executive and Customer Project Executive shall meet to
discuss issues concerning Project execution, including, but not limited to:


 


(a)                                  determining
location and frequency of meetings;


 


(b)                                 establishing
appropriate committees;


 


(c)                                  resolving
contract issues between the Parties;


 


(d)                                 managing
the Project schedule and any changes;


 


(e)                                  generally
overseeing the performance of this Agreement; and


 


(f)                                    providing
strategic direction.


 


Based upon their review of these issues, Contractor Project Executive
and Customer Project Executive shall establish, as they deem necessary,
appropriate written policies and procedures for the management of the Project
and implementation of the terms of this Agreement.  Such policies and procedures shall be
incorporated into an amended Exhibit I - Key Personnel, and shall become a
part of this Agreement.


 


Contractor shall use its best efforts to ensure that its Project
Executive (initial and replacement) serves for a minimum of one year, and
Customer shall use its best efforts to ensure that there is some level of
continuity of service by its Project Executive (initial and replacement).  Contractor’s appointment of any Contractor
Project Executive shall be subject to Customer’s consent, which consent shall
not be unreasonably withheld or delayed. 
The Contractor Project Executive may also serve as Contractor’s Project
Manager for Projects calling for the appointment of a Project Manager.


 


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11.2                        Project
Managers


 


For Projects related to Additional Services or any other Project where
Project Managers will facilitate completion of the Project, Contractor and Customer
shall each designate a Project Manager who shall act as the primary interface
between the Parties with respect to the furnishing of such Additional Services
in the applicable Statement of Work.  The
Parties’ respective Project Managers shall be responsible for insuring the
continuity of communications between the Parties as the Project proceeds.  Each Project Manager shall designate an
authorized representative to act in his or her absence.


 


Each month or at such other intervals as may be mutually agreed to,
there shall be a meeting to discuss the progress of the Project.  At such meetings the Contractor’s Project
Manager shall present a written report to Customer’s Project Manager with
respect to Project status and progress. 
Contractor’s Project Manager shall also be responsible for (1) producing
and verifying the delivery schedule for all new Projects; (2) coordinating
logistics and delivery of all Deliverables; and (3) conducting project quality review meetings as necessary.


 


11.3                        Conduct
of Personnel


 


While at the locations of Contractor and Customer, Contractor’s and
Customer’s personnel, contractors and subcontractors shall (i) comply with
host company’s requests, rules and regulations regarding personal and
professional conduct generally applicable to such locations, and safety and
physical security procedures applicable to such locations; provided that, such
persons are made aware of such requests, rules, regulations and procedures
sufficiently in advance in order to have time to comply; and (ii) otherwise
conduct themselves in a businesslike and professional manner.


 


In the event that Customer or Contractor, as the case may be,
determines in good faith that a particular employee or subcontractor of the
other is not conducting himself or herself properly under this Section 11.3,
either Party may provide the other Party with written notice and documentation
in respect of such conduct.  Upon receipt
of such written notice, the other Party shall promptly investigate the matter
and take appropriate action which may include (i) removing the
non-compliant person from the Project staff, (ii) providing the other
Party with prompt written notice of such removal, and (iii) replacing the
non-compliant person with a similarly qualified individual.


 


Neither Party nor any User shall require waivers or releases of any
personal rights from representatives of the other in connection with visits to
its premises and both Parties agree that no such releases or waivers shall be
pleaded by them or third persons in any action or proceeding.


 


ARTICLE 12 - DISASTER RECOVERY


 


12.1                        Contractor’s
Responsibility for Disaster Recovery


 


As part of the NPAC/SMS, Contractor shall be responsible for providing
disaster recovery arrangements consistent with the disaster recovery and back-up
processes specified in Exhibit G - Service Level Requirements.


 


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In the event of a disaster, Contractor shall not increase its charges
under this Agreement or charge Users or Customer usage fees in addition to the
fees payable under this Agreement.


 


12.2                        Disaster
Recovery Plans


 


Contractor shall provide Customer with separate disaster recovery and
back-up plans for the NPAC/SMS Production Computer System site and the NPAC/SMS
Disaster Recovery Computer System site, which plans are subject to Customer’s
approval.


 


The disaster recovery and back-up plans shall address both operational
and managerial processes and procedures, including back-up and restoration
procedures, and shall be a complete, stand-alone document.  The plans shall describe in reasonable detail
how Contractor will perform testing, and what will be tested, to validate the
managerial processes and procedures implemented by Contractor.


 


Contractor will, at Customer’s request, review the disaster recovery
and back-up plans with Customer.  Such
review will address such areas as the disaster recovery and back-up strategy,
including procedures, data center facilities, back-up frequency, and disaster
recovery processor capacity.  Contractor
will make such changes in the plans as may be jointly agreed to by the
Parties.  Contractor will also revise the
disaster recovery and back-up plans following any significant changes in the
NPAC/SMS hardware and software environment, when necessary, in its discretion,
after consultation with Customer.


 


12.3                        Disaster
Recovery Exercises for the NPAC/SMS


 


Customer may request a complete disaster recovery exercise for the
NPAC/SMS Production Computer System once a year (at a time agreed to by
Contractor and Customer), unless at any point in time during the twelve (12)
months prior to such request Contractor has successfully “cut-over” to the
NPAC/SMS Disaster Recovery Computer System and operated thereon during the
normal course of operations.  Contractor
shall certify to Customer, in a written report, that the disaster recovery
plans are fully operational and shall include in such report the detailed
results of such exercise.


 


12.4                        Implementing
Switch to Disaster Recovery Site; Restoration


 


If a failure of the NPAC/SMS Production Computer System is detected, in
accordance with the Methods and Procedures Document (operating procedures as
agreed between the Project Executives, as then in effect), and cannot be
immediately corrected, the cutover to the NPAC/SMS Disaster Recovery Computer
Site must be completed within ten (10) minutes thereafter.  Contractor shall prepare updated system
status reports from the NPAC/SMS Data Center approximately every thirty (30)
minutes and make that information available to Users via the NPAC/SMS Hotline
provided for under Section 10.1. 
Whenever it is determined that the NPAC/SMS is to be restored at the
NPAC/SMS Production Computer System, such restoration shall be accomplished
within the time frame specified in Exhibit G - Service Level


 


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Requirements.  Contractor is
responsible for executing all phases of the disaster recovery and restoration.


 


12.5                        Data
Loss During a Disaster Recovery


 


Contractor shall provide the necessary data communications and computer
equipment and develop the necessary procedures to ensure that the NPAC/SMS
Production Computer System site databases are recoverable by the NPAC/SMS
Disaster Recovery Computer System.


 


Contractor is responsible for informing Users of the database status
after Contractor employs any database recovery procedures.  Contractor will notify the Users of the time
period during which transactions were lost so that they may effect restoration
to the best of their abilities.  Any User
updates required because of a data loss under this Article shall not be
considered a billable event.


 


12.6                        Occurrence
of Force Majeure


 


Upon the occurrence of a Force Majeure Event, as described in Section 16.6,
at the Contractor’s NPAC/SMS Production Computer System site or the NPAC/SMS
Disaster Recovery Computer System site, Contractor shall immediately invoke the
disaster recovery procedures as set forth in this Article 12.


 


If any Force Majeure Event results in a failure to deliver the NPAC/SMS
from both the NPAC/SMS Production Computer System site and the NPAC/SMS
Disaster Recovery Computer System site, Users may, upon written notice to
Contractor, cease payment of the charges payable under this Agreement, except
for services already rendered, until the recovery from such Force Majeure Event
has been completed at either of such NPAC/SMS Data Centers or an alternate
location provided by Contractor.


 


If a Force Majeure Event, as defined in Section 16.6, at both the
NPAC/SMS Production Computer System site and the NPAC/SMS Disaster Recovery
Computer System site prevents Contractor from reinstating the NPAC/SMS within
thirty (30) days of such Force Majeure Event, Customer may terminate this
Agreement as of a date specified by Customer (such termination shall not be deemed
a termination for cause under Article 23 - Termination).  Contractor shall notify Customer within five (5) Business
Days after such Force Majeure Event whether it expects to reinstate the
NPAC/SMS within thirty (30) days.  If
Contractor will not reinstate within such period, Customer must notify
Contractor within five (5) Business Days following its receipt of
Contractor’s notice if Customer intends to terminate this Agreement.  If Customer elects not to terminate based on
Contractor’s representation that it will reinstate the NPAC/SMS by a certain
date, Contractor shall keep Customer informed of its progress toward such
reinstatement.  If Contractor informs
Customer that Contractor is not able to meet its projected completion date for
reinstatement, Customer shall again have the right to terminate this Agreement,
within five (5) Business Days following its receipt of such notice from
Contractor.  Failure
by Contractor to notify Customer that Contractor will not meet the projected
completion date does not waive Customer’s right to terminate this Agreement.


 


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12.7                        Allocation
of Resources For Disaster Recovery or Force Majeure


 


Whenever a Force Majeure Event or a disaster causes Contractor to
allocate limited resources between or among Customer and Contractor’s other
customers, Customer shall receive at least the same priority in respect of such
allocation as that received by Contractor’s other customers.


 


12.8                        Permanent
Loss of Contractor’s NPAC/SMS Data Centers


 


The following Contractor obligations and Customer rights apply in the
event of a permanent loss of Contractor’s NPAC/SMS Data Centers:


 


(a)                                  Loss
of NPAC/SMS Production Computer System site.


If the NPAC/SMS Production Computer System site is physically
irreparable and the application cannot be moved back, Contractor shall
implement steps to ensure that the NPAC/SMS Disaster Recovery Computer System
site is capable of providing all functions of the NPAC/SMS and that any
personnel, procedures or other facilities necessary to provide those services
on an ongoing basis at the NPAC/SMS Disaster Recovery Computer System site are
provided.  At the same time, Contractor
shall establish a replacement NPAC/SMS Production Computer System site which
must be made operational within six (6) months.  Within thirty (30) days after such loss,
Contractor shall establish a contingency plan to provide back-up NPAC/SMS
capability at another location pending restoration of the NPAC/SMS Production
Computer System, in the event of the loss of or interruption in Services from
the NPAC/SMS Disaster Recovery Computer System.


 


(b)                                 Loss
of NPAC/SMS Disaster Recovery Computer System site.


If, at any time, a disaster renders the NPAC/SMS Disaster Recovery
Computer System site unusable, then Contractor shall establish a replacement
NPAC/SMS Disaster Recovery Computer System site capable of providing all of the
NPAC/SMS disaster recovery services, which shall be made operational within six
(6) months.  Within thirty (30) days
after such loss, Contractor shall establish a contingency plan to provide
back-up NPAC/SMS capability at another location pending restoration of the
NPAC/SMS Disaster Recovery Computer System, in the event of the loss of or
interruption in Services from the NPAC/SMS Production Computer System.


 


(c)                                  Customer’s
Right to Terminate for Cause.


If Customer elects not to exercise its right to terminate for a Force
Majeure event under Section 12.6 and Contractor fails to restore the
NPAC/SMS after the loss of either or both of the NPAC/SMS Data Centers within
the time frames allowed in subsections (a) and (b) above, Customer
shall have the right to terminate this Agreement for cause as provided for in Article 23
- Termination.


 


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ARTICLE 13 - ADDITIONAL SERVICES


 


13.1                        Requested
by Customer


 


During the term of this Agreement, Customer may request that Contractor
provide new or additional services under this Agreement or make certain changes
in the Services provided under this Agreement, including,
without limitation, (i) the addition of new or different functionality to
the NPAC/SMS, (ii) a modification, reduction or expansion of existing
functionality of the NPAC/SMS,  (iii) 
the offering of additional support, training, consulting services or any other
addition to or modification or expansion of the Services or alteration of the
Specifications, or (iv) an increase or decrease in any new or additional
services or changes previously requested pursuant to this Article 13
(collectively (including changes, modifications and reductions) “Additional
Services”).  Customer shall initiate its
request for Additional Services by delivering a proposal to Contractor
detailing the Additional Services being requested and any requirements to be
met.  Contractor may request further
information or clarification, if needed by Contractor to formulate a response,
and within three (3) weeks (or such longer or shorter period agreed to by
the Parties) after Contractor’s receipt of Customer’s request (or, if later,
Contractor’s receipt of any information or clarification requested by it),
Contractor shall respond with a proposed Statement of Work, which shall be
prepared and finalized in accordance with the requirements of this Article 13.  Contractor shall not accept any such requests
from or enter into Statements of Work with Users without Customer’s written
approval.


 


All requests for User Enhancements by any User must be made through
Customer in the form of a request for Additional Services pursuant to Article 13
- Additional Services, and the requesting User shall be responsible for any
charges or fees for such User Enhancement as provided in the related Statement
of Work.


 


Customer will not object to the incorporation of User
Enhancements.  Furthermore, all User
requests for Additional Services will be forwarded by Customer to Contractor
under the provisions set forth herein.


 


As part of its response to any request from Customer for Additional
Services that Customer states are intended to benefit more than one User,
Contractor shall state (1) the price if paid by Users by a specified date
and (2) the price if paid by Users over the remaining term of this
Agreement.  Customer may elect the
pricing option it prefers.  Customer’s
election of either option shall not preclude further negotiations between the
Parties as to price.


 


13.2                        Proposed
by Contractor


 


During the term of this Agreement, Contractor may propose Additional
Services to Customer, including without limitation Enhancements developed by
Contractor arising out of its own research and development or in connection
with a request for services from another Customer of Contractor.  Contractor will initiate this process by
delivering a proposal to Customer detailing the Additional Services being
proposed.  If Customer wishes to accept
the proposal for Additional Services, it shall so notify the Contractor in
writing, and Contractor shall respond


 


36





















 


within three (3) weeks (or such longer or shorter period agreed to
by the Parties) with a proposed Statement of Work, which shall be prepared and
finalized in accordance with the requirements of Section 13.4, below.


 


13.3                        Changes
Pursuant to Benchmarking and Agreed-Upon Changes in Service Levels


 


During the term of this Agreement, whether pursuant to the Benchmarking
Process or pursuant to Section 8.3, Customer and Contractor may agree upon
a change in the Services or Service Levels that would necessitate the rendering
of Additional Services.  In such cases,
Contractor shall prepare a proposed Statement of Work which shall be prepared
and finalized in accordance with the provisions of this Article.


 


13.4                        Statement
of Work


 


Each proposed Statement of Work submitted by the Contractor pursuant to
this Article 13 shall be specifically identified as a Statement of Work
relating to this Agreement, and shall set forth at least the following:


 


(a)                                  Description
of the work to be performed by Contractor, with reference to the Specifications
for the Additional Services or Enhancements, if any;


 


(b)                                 Identification
of any Enhancements as a Custom Enhancement or an User Enhancement, if
applicable;


 


(c)                                  Delivery
schedule for performance and completion of the work and initiation of the
Additional Services, including milestones and delivery dates for all
Deliverables, where appropriate;


 


(d)                                 Completion
and acceptance criteria (including testing procedures and quality standards);


 


(e)                                  Designation
of the names and addresses of the Project Managers of each Party and resume
material concerning other key personnel provided by Contractor;


 


(f)                                    Any
changes to the fees to be charged to Users, and the schedule of effective
date(s) for said changes in the fee structure, with the prices set forth in Schedule 4
to Exhibit E - Pricing Schedules forming the basis for any labor charges
for the labor categories set forth therein if persons within such categories
are engaged providing the Additional Services (with other rates and categories
to be agreed to by the Parties as necessary in connection with the Statement of
Work); and


 


(g)                                 Identification
of any impact on Service Levels, disaster recovery, and back-up plans,
including proposed revisions thereto.


 


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Upon receipt of Contractor’s proposal under this Article 13,
Customer and, in the case of a User Enhancement, the User which requested the
User Enhancement, will review the Statement of Work and may request changes and
modifications.  Contractor will then
prepare a final Statement of Work containing the provisions agreed upon by both
Parties.  Upon Customer’s acceptance of
the final Statement of Work submitted by Contractor, the Statement of Work
shall be executed by both Parties.  Each
Statement of Work shall incorporate and be subject to the terms and conditions
of this Agreement.  In the event of any
inconsistency between the terms and conditions of a Statement of Work and those
in the Agreement, the Statement of Work shall govern.


 


If a Statement of Work is never finalized between the Parties, the
requested or proposed Additional Services (including, without limitation, any
Enhancement) will not become a part of the NPAC/SMS or the NPAC/SMS Software.


 


13.5                        Staffing


 


Contractor shall use its best efforts to ensure that the key
individuals assigned to perform such Additional Services under any Statement of
Work will continue to be assigned to and perform services for the engagement
during the entire Project related thereto.


 


If Customer, within thirty (30) days after commencement of work on a
Project by a key individual designated by Contractor, determines that said
individual does not demonstrate the training or skills to perform the services
in a satisfactory fashion or is not performing the services in a professional,
effective and efficient manner, Customer shall notify Contractor in writing
detailing its objections.  Contractor’s
and Customer’s Project Managers (or, if the key individual under discussion is
the Project Manager, other representatives of Contractor and Customer) shall
meet to resolve Customer’s objections. 
If so agreed after said meeting, Contractor shall replace such
individual and/or add one or more additional key individuals with appropriate
training and skills, and shall agree on any changes to the Project Plan
necessitated by the staffing changes.


 


If any person performing services under a Statement of Work
discontinues work on the Project for any reason (including, without limitation,
due to having been replaced at the request of Customer pursuant to the
preceding paragraph), or becomes sick, disabled or otherwise incapacitated or
unable to perform his or her duties, Contractor shall use its best efforts to
replace such person with another of like educational background, professional
experience, training and skills.  There
shall be no charge for (i) the time required by the substitute individual
to become knowledgeable enough regarding the services to make a productive
contribution substantially equal to that of the person replaced, or for (ii) any
work performed by key individuals replaced at the request of Customer that the
Parties agree is unsatisfactory or unusable.


 


13.6                        Enhancements
to NPAC/SMS Software


 


Certain requests for Additional Services from Customer pursuant to this
Article may result in the development of Enhancements to the NPAC/SMS
Software by Contractor.  The ownership of
such Enhancements shall be determined in accordance with Section 9.1.  Contractor will be free


 


38





















 


to offer any Enhancement to other customers without any compensation to
Customer or adjustment in the fees charged to Users; provided, however, that in
the case of a Custom Enhancement or a User Enhancement, Contractor will meet
with the Customer or User, as the case may be, to agree upon an equitable method
of rebating all or a portion of the development cost for the Custom Enhancement
or User Enhancement, taking into account the nature and extent of the proposed
usage by Contractor, anticipated revenues, and other equitable considerations.


 


ARTICLE 14 - BUSINESS RECORDS AND AUDITS


 


14.1                        Contractor’s
Regular Audits; Customer’s Right to Audit


 


Contractor shall, at its cost, conduct a regular annual audit of its
NPAC/SMS Data Center operations by its internal auditors.  Such audit shall, among other things, address
the accuracy of Contractor’s invoices for services; security, back-up, and
disaster recovery procedures; and overall compliance with industry standards
for similar data center operations. 
Contractor shall provide Customer with a copy of each such audit
promptly upon its completion.


 


Customer may, at its expense, and subject to the limitations and
restrictions provided elsewhere in this Article 14 - Business Records and
Audits, conduct an audit of NPAC/SMS Data Center operations of the same scope
as Contractor’s annual audit, upon reasonable advance notice to Contractor;
provided, however, that (i) such Customer audit may be conducted no more
frequently than once in any twelve (12) month period, except if such audit is
required by judicial or regulatory authority, in which case such audit can
occur in any number and at any time and (ii) Contractor shall reimburse
Customer for the total cost of performing such Customer audit if such audit
reveals a condition of material noncompliance by Contractor requiring
Contractor to take remedial actions and incur expenses therefor as provided
under Section 14.6 below.


 


14.2                        Access
for Audits


 


As part of the Services, Contractor shall, subject to reasonable
confidentiality restrictions, provide to Customer and its designees reasonable
access during Normal Business Hours to:


 


(a)                                  Contractor’s
staff;


 


(b)                                 books
and records and supporting documentation relating to the Services and the fees
payable under this Agreement, excluding Contractor’s cost information;


 


(c)                                  use
the NPAC/SMS system and the Software used to perform the Services (without
access to the Source Code thereof); and,


 


(d)                                 the
service locations or other facilities, as may be necessary for Customer or its
designees to perform the audits described above.


 


39





















 


Customer and its representatives will comply with any reasonable
restrictions imposed by Contractor to minimize any disruption to Contractor’s
normal operations.


 


14.3                        Provision
of Facilities for Audits


 


For a reasonable period of time, Contractor shall provide to Customer
and its designees on Contractor’s premises reasonable amounts of office space,
office furnishings (including lockable cabinets), telephone and facsimile
service, utilities and office-related equipment and duplicating services as
Customer or such auditors and inspectors may reasonably require to perform the
audits described in this Article 14. 
Customer will comply with any reasonable restrictions imposed by
Contractor to minimize any disruption to Contractor’s normal operations.  Such facilities and related assistance shall
be provided as part of the Services.


 


14.4                        Audit
of Fees


 


Upon reasonable notice from Customer, no more frequently than once in
any twelve (12) month period (unless otherwise required by any regulatory
authority), Customer may audit the fees charged to Users for any period not
previously audited by Customer, for which Contractor is required to retain
records, to determine that such fees are accurate and in compliance with this
Agreement, except that Customer may audit previously audited fees if, as the
result of a current audit or the receipt or discovery of any other information,
Customer has reasonable cause to believe that inaccuracies or discrepancies
exist which previous audits failed to disclose. 
If, as a result of an audit, Customer determines that Contractor has
overcharged Users, Customer shall notify Contractor of the amount of such
overcharge and if Contractor agrees with the results of Customer’s audit or if
Customer prevails in any arbitrated dispute regarding such audit, Contractor
shall promptly refund to affected Users the amount of the overcharge, plus
interest, at the rate of one and one quarter percent (1 1/4%) per month or the
highest rate allowed by law, whichever is lower, from the date payment was
received.  In the event any such audit
reveals an overcharge to Users during any audited period exceeding five percent
(5%) or more of a particular fee category, Contractor shall reimburse Customer
for the cost of such audit.  If
Contractor disagrees with the results of said audit, Contractor and Customer
shall resolve any dispute in accordance with the provisions of Article 26
below.


 


14.5                        Record
Retention


 


Contractor shall keep, based upon U.S. generally accepted accounting
principles, books, records and supporting documentation sufficient to document
the NPAC/SMS and the invoices paid or payable by Users for the NPAC/SMS for the
current fiscal year and at least the four (4) immediately preceding fiscal
years of Contractor


 


14.6                        Compliance
with Audit Recommendations


 


If any audit by an auditor designated by Customer or a regulatory
authority results in Contractor being notified that it is not in compliance
with any law, regulation, audit requirement or generally


 


40





















 


accepted accounting principle relating to the NPAC/SMS, Contractor
shall take actions to comply with such audit.


 


Contractor shall bear the expense of any such compliance work,unless
such compliance work is required to bring the NPAC/SMS, Customer or a User into
compliance with a legal, regulatory or audit requirement that (i) is
imposed on Customer or a User and impacts the NPAC/SMS or the Services rendered
hereunder and (ii) has not been, by this Agreement (including, without
limitation, by any Statement of Work), previously identified to Contractor as a
requirement of the NPAC/SMS or Services. 
Contractor will not undertake any compliance work, the expense of which
is not to be borne by Contractor, without a Statement of Work executed by the
Parties.


 


ARTICLE 15 - CONFIDENTIAL INFORMATION


 


15.1                        Confidential
Information Defined; Obligations


 


“Confidential Information” means all information, materials and ideas
that relate to the subject matter of this Agreement or the performance by the
disclosing party of its obligations hereunder, which is disclosed or otherwise
provided by one Party (“the Disclosing Party”) (in writing, electronically,
orally, or in any other form, tangible or intangible, except that with respect
to oral or intangible disclosures, the substance of such disclosure must be
memorialized in writing and delivered to the receiving party within fourteen
(14) days of the initial disclosure) to the other Party (“the Receiving Party”)
and that is marked as “confidential” and/or “proprietary”, including, without
limitation, User Data, Software, proprietary aspects of the functional
requirements and the systems interface, pricing and financial information and
customer records of either Party or of any Users.  User Data shall be the property of the User
furnishing such data.


 


The Disclosing Party shall have the right to correct any inadvertant
failure to designate information as “confidential” and/or “proprietary” by
written notification to the Receiving Party. 
The Receiving Party shall, from that time forward, treat such
information as Confidential Information under this Agreement.


 


During the course of this Agreement, either Party may receive or have
access to Confidential Information of the other Party or a User.  The Receiving Party shall not, without first
obtaining the Disclosing Party’s written consent, disclose to any Third Party
(other than, in the case of User Data, the rightful owner of such data),
commercially exploit or use for any purpose other than the performance of its
obligations under this Agreement any Confidential Information, or information
or materials developed by the Receiving Party based on Confidential
Information, that it has received or to which it has had access.  Each Party shall use no less than the same
means it uses to protect its similar confidential and proprietary information,
but in any event not less than reasonable means, to prevent the disclosure and
to protect the confidentiality of the Confidential Information of the
Disclosing Party.


 


15.2                        Exclusions


 


Confidential Information shall not include:


 


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(a)                                  information
generally available to, or known to, or which becomes known by, the public
through no wrongful act of the Receiving Party;


 


(b)                                 information
known by the Receiving Party prior to receipt from the Disclosing Party; where
the Receiving Party received such information without knowledge of any
obligation of confidentiality with respect thereto in favor of the Disclosing
Party;


 


(c)                                  information
disclosed by a Third Party to the Receiving Party, where the Receiving Party
received such information without knowledge of any obligation of
confidentiality with respect thereto in favor of the Disclosing Party


 


(d)                                 information
independently developed by the Receiving Party without the use of information
disclosed by the Disclosing Party;


 


(e)                                  information
disclosed to a Third Party by the Disclosing Party without restriction; and


 


(f)                                    information
lawfully required to be disclosed to any governmental agency or which is
otherwise required to be disclosed by law, provided that before making such
disclosure the Receiving Party shall give the Disclosing Party an adequate
opportunity to object to such disclosure or take action to assure confidential
handling of such information.


 


15.3                        Return
or Destruction


 


Upon the request of the Disclosing Party, which may be made at any
time, the Receiving Party shall return to the Disclosing Party, or, at the
option of the Disclosing Party, shall destroy or permanently erase, the
Confidential Information provided by the Disclosing Party and all copies
thereof (in written, electronic or other form), and shall destroy or
permanently erase any information and materials developed by it based on the Disclosing
Party’s Confidential Information.  User
Data shall be returned to the Disclosing Party, in the form and on the media
then in use.  Upon the request of the
Disclosing Party, the Receiving Party shall certify that the destruction or
permanent erasure of Confidential Information provided for herein has
occurred.  Notwithstanding anything to
the contrary above, User Data or Confidential Information that is necessary to
provide or receive Services and operate the NPAC/SMS, shall not be returned or
destroyed


 


15.4                        Injunctive
Relief


 


Each Party acknowledges that the unauthorized disclosure or use of
Confidential Information may cause irreparable harm and significant injury, the
amount of which may be extremely difficult to estimate.  If the Receiving Party fails to abide by its
obligations under this Article, the Disclosing Party may seek immediate
injunctive relief, in addition to any other rights and remedies available to it
at law or in equity.


 


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15.5                        Loss
of Confidential Information


 


In the event of any unauthorized disclosure or loss of, or inability to
account for, Confidential Information of the Disclosing Party, the Receiving
Party will notify the Disclosing Party immediately.


 


15.6                        Third
Parties


 


Customer acknowledges that any Third Party having a need to obtain
access to Confidential Information of Contractor as a result of its actions as
a representative, agent or subcontractor of Customer, or otherwise through its
relationship with Customer shall, as a condition to such access, be required to
execute a confidentiality agreement directly with Contractor, which
confidentiality agreement shall include the substantive restrictions set forth
in this Article 15 and shall otherwise be in a form reasonably
satisfactory to Contractor and Customer.


 


ARTICLE 16 - DELAYS; PERFORMANCE CREDITS AND
CORRECTIVE REPORTING; DEFAULTS; FORCE MAJEURE


 


16.1                        Notice
of Delays


 


Time is of the essence in Contractor’s performance of its obligations
under this Agreement.  Contractor shall
promptly notify Customer in writing of any anticipated or known Contractor
Delay by the date of performance specified in this Agreement, if any, for the
affected obligation, the reasons for the delay, and the expected duration of
the delay.  In the event of any failure
of Customer or User to perform an obligation which delays or threatens to delay
a scheduled performance date of Contractor under this Agreement (“Customer/User
Delay”), Contractor shall promptly notify Customer in writing of such delay or
threatened delay, and Contractor’s scheduled performance date shall be extended
day-for-day for any such actual delay of Customer or User directly affecting
such scheduled performance date.  If
Contractor fails to notify Customer of a Customer/User Delay of which Customer
or the applicable User does not otherwise have prior notice (i.e., pursuant to
a Project Plan), Contractor may not use such Customer/User Delay as an excuse
for its failure to meet a scheduled performance date.


 


16.2                        Delays
in Implementation of Initial Services


 


In the event that Contractor fails to deliver the NPAC/SMS on or before
the Final Delivery Date for any reason other than a Force Majeure Event,
Contractor shall pay to the Customer, as liquidated damages and not as a penalty,
the sum of seventy-five hundred dollars ($[* * *] ) per day for each day following the Final Delivery Date (or
such later time as the Force Majeure Event shall have ceased, if applicable)
until the first to occur of (i) Contractor’s delivery of the NPAC/SMS or (ii) the
termination of this Agreement by Customer in accordance with Section 23.1
hereof; provided, however, that in no event shall the liquidated damages
payable pursuant to this Section exceed Four Hundred Thousand Dollars
($[* * *]) in the aggregate.


 


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16.3                        Performance
Credits


 


Commencing ninety (90) days after the Acceptance Date, or, if Customer
elects Target Option B pursuant to Section 6.6(a) hereof, after January 1,
1998, in the event that a Service Affecting
Event (as defined below) shall have occurred for any reason other than the
occurrence of a Force Majeure Event or a Customer/User Delay, Contractor shall
pay to either Customer or affected Users, as applicable, as “Performance Credits”
(and as liquidated damages and not as a penalty) an
aggregate sum equal to the amount set forth under the heading “Performance
Credit Amount” for each such Service Affecting Event, as set forth in Exhibit G,
provided, however, that in no event shall the annual aggregate amount of
Performance Credits exceed Four Hundred Thousand Dollars ($[* * *]).  For purposes hereof,
a “Service Affecting Event” shall mean the failure of Contractor to meet a “Service
Affecting” Service Commitment Level set forth in Exhibit G - Service Level
Requirements; provided, however, that if the same facts and circumstances
directly or indirectly result in the failure to meet more than one Service
Level, all such related failures, for purposes of calculating Performance
Credits which shall be due in connection therewith, shall be deemed to be a
single Service Affecting Event.


 


In the event that a Non-Service Affecting Event (as defined below)
shall have occurred for any reason, Contractor shall not be required to pay any
Performance Credits.  For each
Non-Service Affecting Event, Contractor shall (i) notify Customer in
writing of such Non-Service Affecting Event, including in such notification an
explanation of the cause of the Non-Service Affecting Event and a detailed
summary of the course of actions, if any, necessary to mitigate the likelihood
of such cause recurring and (ii) diligently pursue the identified course
of action to completion.  For purposes
hereof, a “Non-Service Affecting Event” shall mean the failure of Contractor to
meet one of the Service Levels other than those which give rise to Service
Affecting Events.


 


16.4                        Allocation
of Damages Among Users


 


The aggregate amount of accrued liquidated damages under Sections 16.2
and 16.3 above shall be allocated among Users as directed by Customer and
credited against the next succeeding monthly billing to such Users for Service
or, in the event Customer terminates this Agreement as a result of any such
failure, shall be allocated and credited in the same manner, with the balance,
if any, remaining after applying said amounts against any final billings to be
paid to such Users by Contractor. 
Liquidated damages pursuant to Section 16.2 shall be considered as
compensation for direct damages for the delay suffered by the Users other than
those specified in Section 19.1(g) and Contractor shall remain liable
for any of the direct damages specified in Section 19.1(g).


 


16.5                        Contractor
Defaults


 


Contractor shall be in default (“Default”) under this Agreement if
Contractor shall:


 


(a)                                  chronically
fail to provide the NPAC/SMS at one or more of the “Service Affecting” Service
Levels, which failure is evidenced by recurring events of the same or


 


44





















 


similar nature that are indicative of a systemic problem and which
either have been unaffected by Contractor’s repeated cure efforts or are
reasonably unlikely to be cured with Contractor’s diligent efforts over a
reasonable period, which in any event shall be no less than thirty (30) days;
or


 


(b)                                 fail
to perform any of its other material obligations, i.e., material breach, under
this Agreement (including the obligations referred to in Section 21.3, but
excluding the obligations referred to in Section 16.5(a) above) and
such failure continues for a period of thirty (30) days following receipt of
written notice of such failure from Customer; provided, however, that where
such failure (other than with respect to a payment obligation) cannot
reasonably be cured within such thirty (30) day period, so long as Contractor
is diligently pursuing such cure, the time for curing such failure shall be
extended for such period as may be necessary for Contractor to complete such
cure.


 


Upon any Default hereunder by Contractor, Customer may, subject to
Articles 19 and 26 hereof, pursue any legal remedies it may have under
applicable law or principles of equity.


 


16.6                        Force
Majeure


 


Any failure or delay by Customer, a User or Contractor in the
performance of its obligations under this Agreement shall not be deemed a Default
of this Agreement to the extent such failure or delay was caused, directly or
indirectly, by fire, flood, earthquake, elements of nature or acts of God, acts
of war, terrorism, riots, civil disorders, rebellions or revolutions in the
United States, court order, non-performance by the non-performing Party’s
first-tier subcontractors (i.e., not subcontractors of subcontractors) due to a Force Majeure Event, or any other similar cause
beyond the reasonable control of such Party and without the fault or negligence
of such Party and cannot reasonably be circumvented by the non-performing Party
through the use of alternate sources, work-around plans or other means (a “Force
Majeure Event”).  Notwithstanding the
foregoing, any failure or delay by Contractor which results from Contractor’s
failure to comply with a requirement of this Agreement intended to prevent such
a failure or delay shall not be considered subject to this Article.


 


Notwithstanding the foregoing, Contractor’s liability for loss or
damage to Customer’s material in Contractor’s possession or control shall not
be modified by this clause.


 


ARTICLE 17 - INDEMNIFICATION


 


17.1                        Mutual
Indemnification


 


Each Party shall defend against suits, claims and demands and shall
indemnify and hold harmless the other, its corporate affiliates, Members,
Members’ affiliates and their respective officers, directors, employees, and
agents and their successors and assigns against and from any and all losses,
liabilities, damages, and expenses (including, without limitation, reasonable
attorneys’ fees) included in a settlement (between the indemnifying Party and a
Third Party) of such suits, claims or demands, or
awarded to a Third Party by a court or appropriate administrative agency


 


45





















 


of competent jurisdiction, including without limitation, those based on contract or tort arising out of or in conjunction
with, but only to the extent that such losses, liabilities, damages, claims,
demands, and expenses arise out of or in connection with, (i) personal
injury (including death) or damage to tangible property arising from the
negligent or intentional acts or omissions of the indemnifying Party or its
subcontractors, or the officers, directors, employees, agents, successors and
assigns of any of them during the term of this Agreement or any transition
period as provided for in Article 24 herein, or (ii) assertions under
Workers’ Compensation or similar laws made by persons furnished by the
indemnifying Party during the term of this Agreement, or any transition period
as provided for in Article 24 herein.


 


17.2                        Contractor
Indemnification


 


Contractor shall defend, indemnify and hold harmless Customer,  Members and their officers, directors,
employees, and agents and their successors and assigns against and from any and
all losses, liabilities, suits, damages, claims, demands, and expenses
(including, without limitation, reasonable attorneys’ fees) included in a
settlement (between Contractor and any Third Party) of such suits, claims or
demands, or awarded to a Third Party by a court or appropriate administrative
agency of competent jurisdiction, including, without limitation those based on contract or tort arising out of or in conjunction
with, but only to the extent that such losses, liabilities, damages claims,
demands, and expenses arise out of, or in connection with, personal injury
(including death) or damage to tangible personal property caused by defective
or malfunctioning or improperly provided Software or Services provided by
Contractor during the term of this Agreement. 
For the purposes of this Article, Third Party includes a regulatory
agency having jurisdiction over Customer, its members, or Users.


 


17.3                        Procedures


 


With respect to all indemnification obligations under this Agreement,
the indemnified Party shall promptly notify the indemnifying Party of any
written claim, loss, or demand for which the indemnifying Party is responsible
under this Article and shall cooperate with the indemnifying Party as
reasonably required.  An indemnified
Party shall be entitled, upon its request and at its expense, to participate in
the defense of any lawsuit arising from an indemnifiable claim when and for so
long as such Party is a named party to such lawsuit; provided, however, that
the indemnified Party may not settle any such lawsuit without the indemnifying
Party’s consent.


 


ARTICLE 18 - INFRINGEMENT


 


18.1                        Contractor’s
Obligation to Indemnify for Infringement


 


Contractor shall defend, indemnify and hold harmless Customer, Members,
Users and their respective affiliates from and against any losses, damages,
expenses (including, without limitation, attorneys’ fees and costs), demands,
claims, suits, and liabilities that may result by reason of any alleged
violation, infringement or misappropriation of a patent, trade secret,
copyright or other proprietary interest based on NPAC/SMS provided by
Contractor during the term of this Agreement, including any materials and/or
equipment utilized or supplied by


 


46





















 


Contractor in connection with the provision of NPAC/SMS by Contractor
during the term of this Agreement. 
Customer shall promptly notify Contractor of any claim of infringement
or misappropriation for which Contractor is responsible and shall cooperate
with Contractor to facilitate the defense or settlement of such claim.  Contractor shall (i) keep Customer
reasonably apprised of the continuing status of any claim, including any
lawsuit resulting therefrom and (ii) when and for so long as Customer is a
named party to any such lawsuit, shall permit Customer, upon Customer’s written
request and at Customer’s expense, to participate in the defense of such
lawsuit; provided, however, that Customer may not settle any such lawsuit
without Contractor’s consent.


 


18.2                        Contractor’s
Obligations If Use Is Threatened


 


If use of NPAC/SMS shall be prevented or appears likely to be prevented
by an injunction or court order or by settlement resulting from any such claim,
Contractor shall, at its expense, either:


 


(a)                                  by
license or release from claim of violation, infringement or misappropriation,
procure for Customer and Users the right to continue using the NPAC/SMS
Software; or


 


(b)                                 modify
the NPAC/SMS Software so it is functionally equivalent to the original NPAC/SMS
Software, but is no longer subject to a claim of violation, infringement or
misappropriation; or


 


(c)                                  remove
any infringing materials and replace same with equally suitable materials free
from claim of infringement or misappropriation; or


 


(d)                                 with
regard to Custom Enhancement(s) or User Enhancement(s), if none
of the foregoing alternatives is reasonably available to Contractor, reimburse
the affected User(s) for the total cost of Custom Enhancement(s) or User
Enhancement(s) as applicable, as depreciated. 
Such reimbursement shall be calculated on the basis of five years
straight-line depreciation from the Acceptance Date of the subject Custom Enhancement or User Enhancement, as applicable.  Contractor shall be relieved of such
reimbursement liability five years after such date.


 


Contractor’s refund to and reimbursement of Users under this Section shall
not constitute an election of remedies or otherwise limit the rights and
remedies available to affected Users under this Agreement.


 


ARTICLE 19 - LIABILITY; LIMITATION OF LIABILITY


 


19.1                        DIRECT
DAMAGES


 


EACH PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY DIRECT DAMAGES
ARISING OUT OF OR RELATING TO A BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT.


 


47





















 


WITHOUT LIMITING THE GENERAL MEANING OF THE TERM “DIRECT DAMAGES”,
CONTRACTOR AGREES THAT THE FOLLOWING SHALL BE CONSIDERED “DIRECT DAMAGES” FOR
CUSTOMER AND USERS AND THAT CONTRACTOR SHALL NOT ASSERT THAT THEY ARE INDIRECT,
SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES TO THE EXTENT THEY
RESULT FROM CONTRACTOR’S FAILURE TO FULFILL ITS OBLIGATIONS UNDER THIS
AGREEMENT:


 


(a)                                  COSTS
OF RECREATING OR RELOADING ANY SERVICE PROVIDER DATA LOST OR DAMAGED;


 


(b)                                 COSTS
OF IMPLEMENTING A WORK AROUND IN RESPECT OF A FAILURE TO PROVIDE THE SERVICES;


 


(c)                                  COSTS
OF REPLACING LOST OR DAMAGED PROPERTY, EQUIPMENT, SOFTWARE AND MATERIALS;


 


(d)                                 COSTS
AND EXPENSES INCURRED TO CORRECT DEFECTS IN NPAC/SMS SOFTWARE USED IN PROVIDING
THE SERVICES;


 


(e)                                  ANY
LIQUIDATED DAMAGES PROVIDED FOR IN THIS AGREEMENT; PROVIDED, HOWEVER, THAT
WHERE LIQUIDATED DAMAGES SHALL HAVE BEEN PROVIDED, THEY SHALL BE IN LIEU OF ALL
OTHER DIRECT DAMAGES ARISING OUT OF OR ASSOCIATED WITH THE FACTS AND
CIRCUMSTANCES GIVING RISE TO THE LIQUIDATED DAMAGES, INCLUDING WITHOUT
LIMITATION, THE OTHER TYPES OF DIRECT DAMAGES DESCRIBED ABOVE IN THIS SECTION 19.1,
EXCLUDING SECTION 19.1(g) HEREIN; PROVIDED,
FURTHER, HOWEVER, THAT RECEIPT OF LIQUIDATED DAMAGES SHALL NOT LIMIT RECOVERY
OF DIRECT DAMAGES ARISING OUT OF OR ASSOCIATED WITH THE FACTS OR CIRCUMSTANCES
LEADING TO A TERMINATION BY CUSTOMER UNDER SECTION 23.1 OF THIS AGREEMENT;


 


(f)                                    COSTS
AND EXPENSES INCURRED TO PROCURE THE SERVICES FROM AN ALTERNATE SOURCE, TO THE
EXTENT IN EXCESS OF CONTRACTOR’S CHARGES UNDER THIS AGREEMENT; AND STRAIGHT
TIME, OVERTIME OR RELATED EXPENSES INCURRED BY A USER, INCLUDING OVERHEAD
ALLOCATIONS OF THE USER FOR THE USER’S EMPLOYEES, WAGES AND SALARIES OF
ADDITIONAL EMPLOYEES, TRAVEL EXPENSES, OVERTIME EXPENSES, TELECOMMUNICATIONS
CHARGES AND SIMILAR CHARGES, DUE TO THE FAILURE OF CONTRACTOR TO PROVIDE THE
SERVICES;


 


(g)                                 ANY
FINES, PENALTIES, INTEREST OR OTHER COSTS, INCLUDING ATTORNEYS FEES, IMPOSED
UPON CUSTOMER OR ANY USER BY ANY


 


48





















 


REGULATORY AGENCY BECAUSE OF DELAYS, ERRORS OR OMISSIONS ATTRIBUTABLE
TO CONTRACTOR; AND


 


(h)                                 ANY
OTHER TYPE OF DAMAGES NORMALLY CONSIDERED DIRECT DAMAGES IN A PARTICULAR
CIRCUMSTANCE.


 


19.2                        CONSEQUENTIAL
DAMAGES


 


NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL OR
CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE FURNISHING,
PERFORMANCE OR USE OF ANY SOFTWARE OR SERVICES PROVIDED UNDER THIS AGREEMENT OR
ANY STATEMENT OF WORK OR THE PERFORMANCE OR NONPERFORMANCE OF OBLIGATIONS
UNDERTAKEN IN THIS AGREEMENT OR ANY STATEMENT OF WORK.  EACH PARTY WAIVES ANY CLAIM TO PUNITIVE
DAMAGES AGAINST THE OTHER.


 


19.3                        EXCLUSIONS


 


THE LIMITATIONS OR EXCULPATIONS OF LIABILITY SET FORTH IN THE FIRST
SENTENCE OF SECTION 19.2 ARE NOT APPLICABLE TO:


 


(a)                                  INDEMNIFICATION
CLAIMS;


 


(b)                                 LIABILITY
RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A PARTY; OR


 


(c)                                  ANY
BREACH OF A PARTY’S CONFIDENTIALITY OBLIGATIONS.


 


ARTICLE 20 - INSURANCE


 


20.1                        Contractor’s
Insurance Requirements


 


Contractor must maintain and cause Contractor’s subcontractors to
maintain: (i) Workers’ Compensation insurance as prescribed by the law of
the applicable state, (ii) employer’s liability insurance with limits of
at least $2,000,000 each occurrence and in the aggregate, (iii) commercial
general liability insurance (including contractual liability and products
liability coverage) with combined single limits of at least $10,000,000 for
bodily injury and property damage and with limits of $10,000,000 in the general
aggregate, and (iv) professional liability insurance with combined single
limits of at least $10,000,000 and with limits of $10,000,000 in the general
aggregate.  Neither Contractor nor
Contractor’s insurer(s) shall have a right of subrogation against Customer
based on any loss or liability insured against under the foregoing
insurance.  Contractor’s policies for the
insurance under clause (iii) and (iv) above must be endorsed to name
Customer as an additional insured and state: “Northeast Carrier Acquisition
Company, L.L.C. is to be notified in writing at least thirty (30) days prior to
cancellation of or any material change in the coverage limits.”  Also, Contractor must furnish certificates


 


49


















 


evidencing the foregoing insurance coverage within thirty (30) days
following execution of this Agreement.


 


20.2                        Contractor’s
Failure to Maintain Insurance


 


If Contractor fails to maintain the insurance required by Article 20,
Customer may procure such insurance.  In
such event, Customer shall invoice Contractor and Contractor shall promptly
reimburse Customer for any premiums and other charges paid by Customer for such
coverage.


 


20.3                        Self
Insurance


 


Contractor may self insure the risks for which insurance is otherwise
required under this Article 20 upon written request to and approval, in
writing, by Customer.  Approval by
Customer of self-insurance shall not be unreasonably withheld and shall be
based upon Customer’s reasonable assessment that Contractor’s net worth,
financial history and stability appear to be sufficient to satisfy any
obligation Contractor could reasonably be expected to incur during the term of
this Agreement.


 


20.4                        Customer’s
Insurance Requirements


 


Customer must maintain and cause Customer’s subcontractors to maintain:
(i) Workers’ Compensation insurance as prescribed by the law of the applicable
state, (ii) employer’s liability insurance with limits of at least $2,000,000
each occurrence and in the aggregate, (iii) commercial general liability
insurance (including contractual liability and products liability coverage)
with combined single limits of at least $10,000,000 for bodily injury and
property damage and with limits of $10,000,000 in the general aggregate, and
(iv) professional liability insurance with combined single limits of at least
$10,000,000 and with limits of $10,000,000 in the general aggregate.  Neither Customer nor Customer’s insurer(s)
shall have a right of subrogation against Contractor based on any loss or
liability insured against under the foregoing insurance.  Customer’s policies for the insurance under
clause (iii) and (iv) above must be endorsed to name Contractor as an
additional insured and state: “Lockheed Martin IMS is to be notified in writing
at least thirty (30) days prior to cancellation of or any material change in
the coverage limits.”  Also, Customer
must furnish certificates evidencing the foregoing insurance coverage within
thirty (30) days following  execution of
this Agreement.


 


20.5                        Customer’s
Failure to Maintain Insurance


 


If Customer fails to maintain the insurance required of it by Section 20.4,
Contractor may procure such insurance. 
In such event, Contractor shall invoice Customer and Customer shall
promptly reimburse Contractor for any premiums and other charges paid by
Contractor for such coverage.


 


20.6                        Additional
Insurance


 


In addition to any insurance required to be maintained pursuant to this
Article, Contractor may, at its election, obtain insurance with respect to any
losses, liabilities, damages or expenses


 


50





















 


(including, without limitation, reasonable attorneys’ fees) incurred by
Contractor arising out of, resulting from or in connection with any error,
omission or failure of the facilities, equipment, systems or personnel of Users
or any of their affiliates, agents, successors or assigns used or involved in
any way in the provision of services utilizing the NPAC/SMS Services to any
end-user customer or any Third Party.  If
Contractor obtains such insurance, Contractor shall, on a quarterly basis,
invoice Users in accordance with the Allocation Model then in effect for
one-half of the premiums or other charges for the first $50,000,000 of such
coverage, which amounts shall be invoiced to Users as part of the monthly
billing process and reimbursed by Users in accordance with such invoice.  The aggregate maximum amount that can be
invoiced to Users per year shall be no more than $25,000.  Any deductible for this insurance shall be
paid by Contractor.  This insurance must
be purchased from an outside agent and is not to be covered by self-insurance
as described in Section 20.3.  In
addition, Contractor will provide to Customer a certificate of insurance.  Should Contractor purchase this insurance the
level of coverage must be reviewed with Customer with the intent that
reductions be based on a risk assessment.


 


ARTICLE 21
- WARRANTIES


 


21.1                        Harmful
Code or Data


 


Contractor warrants that the NPAC/SMS Software will not contain, either
now or in the future, any malicious code, program, or other internal component
(e.g. software virus, software worm, software time bomb, Trojan Horse or
similar component), which could damage, destroy, or alter Software or hardware
of Users, or which could, in any manner, reveal, damage, destroy, or alter any
data or other information accessed through or processed by the NPAC/SMS
Software in any manner or which could adversely affect the operation of a
computer or its memory by a User. 
Contractor shall immediately advise Customer and Users, in writing, upon
reasonable suspicion or actual knowledge that the NPAC/SMS Software provided
under this Agreement may result in the harm described above.


 


21.2                        No Liens
or Violations of Third Party Rights


 


Contractor warrants that the NPAC/SMS Software and the other
Deliverables provided under this Agreement are free from liens and
encumbrances.  Contractor further
warrants that Contractor will maintain reasonable policies and practices to
protect against improper incorporation of Third Party Intellectual Property
into the NPAC/SMS Software, Custom Software or other Deliverables.  Contractor represents that it does not have
any knowledge of any proceeding or threatened claims, suits, challenges or
other legal actions relating to Contractor’s Intellectual Property intended to
be used in performance of Contractor’s obligations under this Agreement and
warrants that it will promptly notify Customer if it becomes aware of any such
legal action.


 


21.3                        Conformance
with Specifications and Other Standards


 


Contractor warrants that the NPAC/SMS shall operate without Defects
during the term of this Agreement.  In
addition to its obligations under Section 10.2, Contractor shall correct
any Material Defects within thirty (30) days (or within such shorter period as
may be specified


 


51





















 


elsewhere in this Agreement) after the Material Defect is brought to
Contractor’s attention in writing at no additional charge to Customer or
Users.  In addition to its obligations
under  Section 10.2, Contractor
shall correct any Minor Defects within sixty (60) days (or within such shorter
period as may be specified elsewhere in this Agreement) after the Defect is
brought to Contractor’s attention in writing at no additional charge to
Customer or Users.  Contractor’s failure
to comply with its obligations under this Article shall constitute a
Default for the purposes of Section 16.5.


 


Contractor warrants that all Services shall be performed in accordance
with the highest professional standards and shall be in accordance with such
requirements or restrictions as may be lawfully imposed by governmental
authority as contemplated in accordance with Article 25 herein.  Services not performed in accordance with the
requirements of this Agreement (that may or may not constitute a Default as
defined herein) shall be re-performed at no cost to Customer or the Users.


 


21.4                        Authority


 


Each Party represents to the other that it has full authority to enter
into and perform all of its obligations under this Agreement, and that the
person signing this Agreement on behalf of the Party has been properly
authorized to enter into this Agreement. 
Each Party further acknowledges that it has read this Agreement,
understands it, and agrees to be bound by all of its terms, conditions and
provisions.


 


21.5                        EXCLUSIVE
WARRANTIES


 


THE WARRANTIES SET FORTH IN THIS AGREEMENT OR A STATEMENT OF WORK ARE
THE EXCLUSIVE WARRANTIES MADE BY CONTRACTOR. 
ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE
DISCLAIMED.


 


ARTICLE 22 - ASSIGNMENT, OTHER TRANSFER, AND SUBCONTRACTING


 


22.1                        Consent
Required


 


Except as provided otherwise in this Article, neither Party shall (i)
assign or otherwise transfer  any rights
or obligations under this Agreement or any Statement of Work without the prior
written consent of the other Party, or (ii) subcontract any obligations under
this Agreement without the prior written consent of the other Party, and, in
each case, such consent shall not be unreasonably withheld or delayed.  Notwithstanding anything to the contrary in
the preceding sentence, Contractor shall not require the prior consent of
Customer to subcontract any portion of the work covered under this Agreement or
under any Statement of Work to any subcontractor specifically mentioned in its
Proposal..  Any such assignment made
without the prior written consent of the other Party shall be void.  Contractor’s
request for consent to an assignment or


 


52





















 


transfer of rights or obligations to any entity which is not a Neutral
Third Party shall constitute adequate grounds for withholding such consent.


 


22.2                        Assignment
of Monies Due


 


Notwithstanding the foregoing, Contractor may, upon written notice to
Customer, assign monies due or that are to become due under a Statement of
Work, provided that no such assignment may impose upon Customer or Users any
obligations in addition to or different than those set forth in this Agreement
or the subject Statement of Work, or preclude Customer or Users from dealing
solely and directly with Contractor in all matters pertaining to this Agreement
or the subject Statement of Work, including the negotiation of amendments and
the settlement of disputed invoices.


 


ARTICLE 23 - TERMINATION


 


23.1                        Termination
by Customer


 


Customer shall have the right, upon written notice to Contractor, to
terminate this Agreement or any applicable Statements of Work :


 


(a)                                  if a Default by
Contractor has occurred and is continuing under this Agreement; or,


 


(b)                                 if (i) a receiver,
trustee, administrator, or administrative receiver is appointed for Contractor
or its property, (ii) Contractor makes an assignment for the benefit of
creditors, (iii) any proceedings are commenced against Contractor under any
bankruptcy, insolvency, or debtor’s relief law, and such proceedings are not
vacated or set aside within ninety (90) days from the date of commencement
thereof, or (iv) Contractor is liquidated or dissolved; or,


 


(c)                                  if Contractor is
merged with or acquired by an entity which is not a Neutral Third Party; or


 


(d)                                 if Contractor
otherwise ceases to be a Neutral Third Party, and such cessation continues for
a period of thirty (30) days following the date that an executive officer of
Contractor first becomes aware of the event causing the cessation of neutrality
(with Contractor having an obligation to diligently conduct quarterly
investigations of its affiliates’ activities that may impact Contractor’s
neutrality); provided, however, that where such cessation of neutrality cannot
reasonably be cured within such thirty (30) day period, so long as Contractor
is diligently pursuing such cure, and regulatory authorities having
jurisdiction over such matters (after having reviewed the details of the
event(s) causing Contractor’s cessation of neutrality) have not specifically
required Customer to terminate this Agreement due to such cessation of
neutrality, the time for curing such


 


53





















 


failure shall be extended for such period as
may be necessary for Contractor to complete such cure; or


 


(e)                                 under the
circumstances related to a regulatory event as set forth in Article 25.


 


23.2                        Nonwaiver


 


The termination rights provided to Customer under this Article 23
are not intended to constitute an election of remedies, and, except as provided
otherwise in this Agreement or the subject Statement of Work, Customer is
entitled to any additional rights and remedies available to it at law or in
equity, subject to the limitations and exclusions in this Agreement.  All rights and remedies of Customer herein
created or otherwise existing at law or in equity are cumulative, and the
exercise of one (1) or more rights or remedies shall not be taken to exclude or
waive the right to exercise any of the others.


 


23.3                        Users’
Liability for Payments


 


Except as provided in Articles 9 and 24 herein and Section 7 of
the NPAC/SMS User Agreement, in the event of termination under this Article,
Users shall be liable only for payment to Contractor for Services performed
prior to the effective date of the termination, and Users shall not be liable
for anticipated profit or fee on Services not performed.  Except as otherwise provided in this
Agreement, Customer shall have no liability for any payments to Contractor.


 


23.4                        Return of
Property Upon Termination


 


Subject to Article 24 - Transition at Expiration or Termination of
this Agreement, upon termination and regardless of any dispute between the
Parties, all property, equipment, data, documents or other materials of
Customer or the Users pertaining to this Agreement in the possession of
Contractor, its employees, agents or subcontractors shall be returned to their
owners within fifteen (15) days of the notice of termination or such later date
as Customer may designate.


 


 ARTICLE 24 - TRANSITION AT
EXPIRATION OR TERMINATION OF THIS AGREEMENT


 


24.1                        Contractor’s
Obligation to Assist With Transition


 


Upon termination of this Agreement by Customer under either Article 23
or Article 12 hereof (hereafter “Termination Event”), or upon expiration
of the Agreement as the result of an election not to renew under Article 3
hereof (“Non-Renewal”), Contractor shall assist Customer in the orderly transition
of the Services specified herein from Contractor to a successor contractor or
administrator for NPAC/SMS (in either case, the “Successor Contractor”),
consistent with the requirements of this Article 24 - Transition at
Expiration or Termination of this Agreement.


 


54





















 


24.2                        Optional
Extension Upon Termination or Non-Renewal Without License


 


Upon the occurrence of a Termination Event (other than a Termination
Event under Section 23.1(c), (d), or (e) or Article 12) or
Non-Renewal and, in each case, upon Customer’s request in lieu of being granted
a license under Article 9 hereof, Contractor shall agree to extend this
Agreement with Customer for a period the last day of which shall not extend
beyond the earlier of (i) the date that Customer completes its transition to a
Successor Contractor for the provision of NPAC/SMS in the Service Area or (ii)
the date that is eighteen (18) months after (A) in the case of such a
Termination Event, the date notice of termination is given by Customer (“Termination
Event Notice Date”), or (B) in the case of Non-Renewal, the date the notice of
non-renewal is given or received by Customer, as applicable (“Non-Renewal
Notice Date”).  Any such extension shall
be at a price and level of Service in effect on the date of such termination or
expiration of the Agreement, as applicable, as adjusted pursuant to Section 6.1
if such extension extends beyond the Initial Term.  In addition, upon any such extension,
Contractor shall provide any Transition Services (as defined below) requested
by Customer; provided that (i) Contractor shall be paid for such services at
reasonable rates, consistent with the charges underlying the pricing schedules
set forth in Exhibit E and (ii) Contractor shall have no obligation to perform
any such Transition Services under this Section 24.2 after the end of the
extension period.  Notwithstanding
anything to the contrary above, Contractor’s obligation to perform Services
during any extension period is subject to Customer using diligent efforts to
transition to a Successor Contractor beginning no later than the Termination
Event Notice Date or Non-Renewal Notice Date, as applicable.


 


24.3                        Optional
Extension Upon Termination or Non-Renewal With License, Loss of Neutrality or Regulatory Termination


 


Upon the occurrence of (A) a Termination Event (other than a
Termination Event under Section 23.1(c) or (d) or Article 12) or
Non-Renewal and, in each case, under circumstances where Customer has obtained
a license under Article 9 hereof,or (B) a Termination Event under Section 23.1(c)
or (d), whether or not Customer has obtained a license under Article 9
hereof, or (C) a Termination Event under Section 23.1(e), Contractor
shall, upon Customer’s request, extend this Agreement with Customer for a
period the last day of which shall not extend beyond the earlier of (i) the
date that Customer completes its transition to a Successor Contractor for the
provisioning of NPAC/SMS in the Service Area or (ii) the date that is one hundred
and eighty (180) days after the Termination Event Notice Date or Non-Renewal
Notice Date, as applicable.  Any such
extension shall be at a price and level of Service in effect on the date of
such termination or the expiration of the Agreement, as applicable, as adjusted
pursuant to Section 6.1 if such extension extends beyond the Initial
Term.  In addition, upon any such
extension, Contractor shall provide any Transition Services (as defined below)
requested by Customer; provided that (i) Contractor shall be paid for such
services at reasonable rates, consistent with the charges underlying the
pricing schedules set forth in Exhibit E and (ii) Contractor shall have no
obligation to perform any such Transition Services under this Section 24.3
after the end of the extension period. 
Notwithstanding anything to the contrary above, Contractor’s obligation
to perform Services during any extension period is subject to Customer using
diligent efforts to


 


55





















 


transition to a Successor Contractor beginning no later than the
Termination Event Notice Date or Non-Renewal Notice Date, as applicable.


 


24.4                        Transition
Services


 


Contractor shall cooperate with Customer in effecting the orderly
transition of the Services to a Successor Contractor by performing the services
set forth below (collectively, the “Transition Services”) where requested by
Customer upon or in anticipation of a Termination Event or Non-Renewal.  The Transition Services shall be provided
through the period of any extension under Section 24.2 or 24.3, or if the
Agreement is not being extended pursuant to such Sections, for a period not to
exceed one hundred and eighty (180) days after the expiration or termination of
the Agreement.  Contractor shall be paid
for the performance of such Transition Services at reasonable rates, consistent
with the charges underlying the pricing schedules in Exhibit E.  Customer shall submit its request for
Transition Services in writing to Contractor on or immediately prior to the
expiration or termination date.


 


At Customer’s request, which request shall be made as provided above,
Contractor agrees to provide the following Transition Services in accordance
with this Section 24.4:


 


(a)                                  provide Customer with
a list or summary, as applicable, of all hardware, software, and communications
inventories and documentation of operational and procedural practices required
for the orderly transition to a Successor Contractor for the Services;


 


(b)                                 consistent with
Contractor’s contractual obligations to Third Parties regarding nondisclosure,
provide Customer and/or its designees all Contractor information that is
reasonably necessary to enable Customer and/or its designees to provide the
Services.  Contractor shall use its best
efforts to secure in its agreements with Third Parties the right to provide
such Third Party information to Customer and/or its designees under these
circumstances;


 


(c)                                  with respect to Third
Party Software used to provide the Services, Contractor shall provide reasonable
assistance to Customer in obtaining licenses from the appropriate vendors;


 


(d)                                 with respect to any
other agreements for necessary Third Party services being used by Contractor to
perform the Services, Contractor shall:


 


(i)                                     use its best
efforts to transfer or assign such agreements to Customer or the Successor
Contractor, and


 


(ii)                                  pay any transfer fee
or non-recurring charge imposed by the applicable Third Party vendors, which
fee or charge Customer agrees to reimburse to Contractor; and


 


56





















 


(e)                                  Contractor shall
return to Customer (without retaining copies) all intellectual property,
including software, documentation, and procedures including all tapes, disks,
and printed matter provided by Customer and Users, and the contents of the
NPAC/SMS database pertaining to Customer.


 


Customer agrees to allow Contractor to use, at no charge, those
Customer facilities necessary to perform the Transition Services for as long as
Contractor is providing the Transition Services.


 


ARTICLE 25 - REGULATORY AND LEGISLATIVE CONSIDERATIONS


 


25.1                        Users are
Communications Common Carriers


 


Contractor expressly recognizes that (i) Customer, Members and the
Users and the NPAC/SMS are or may be subject to certain federal and state
statutes and rules and regulations promulgated thereunder, as well as rules,
regulations, orders, opinions, decisions and possible approval of the FCC,
NANC  and other regulatory bodies having
jurisdiction or delegated authority over Customer, Member and the Users and the
NPAC/SMS and (ii) this Agreement is subject to changes and modifications
required as a result of any of the foregoing; provided, however, that the
Parties hereby agree that this Agreement and the NPAC/SMS User Agreements shall
remain in full force and effect in accordance with their respective terms and
each of the Parties and each of the Users shall continue to perform all of its
respective obligations under this Agreement and the NPAC/SMS User Agreements,
as applicable, in accordance with the respective terms thereof until the
Parties can agree upon any amendment (which shall include any Statement of
Work) that may be required to this Agreement as a result of any such regulatory
change; and provided, further, however, that if the Parties are unable to agree
upon any required amendment (or Statement of Work), the Parties agree to
resolve such dispute pursuant to an “expedited” arbitration proceeding in
accordance with the procedures set forth in Section 4 of the form of
Escrow Agreement attached hereto as Exhibit M (“Expedited Arbitration”).  Notwithstanding anything to the contrary
above, Customer may terminate this Agreement if the required amendment or
Statement of Work is technically or economically unfeasible or if the
regulatory change requires Customer to terminate this Agreement, except that
Customer agrees it will give Contractor at least ten (10) days advance written
notice of its intent to terminate this Agreement on such basis and agrees that
if, within ten (10) days of its receipt of such notice, Contractor delivers its
written objection to Customer disputing the basis on which Customer is
exercising its termination right, Customer will resolve such dispute with
Contractor in an Expedited Arbitration proceeding, with the focus of such
proceeding being whether the required amendment or Statement of Work is
technically or economically unfeasible or whether the regulatory change
requires Customer to terminate this Agreement, as applicable.  The Parties shall cooperate fully with each other
in obtaining any necessary regulatory approvals of the NPAC/SMS or other
regulatory proceeding regarding regarding NPAC/SMS.


 


25.2                        Changes in
Law and Regulations


 


Customer shall notify Contractor of any relevant changes in applicable
legislative enactment and regulations that Customer becomes aware of in the
ordinary course of its business in accordance


 


57





















 


with the provisions of Section 27.6.  Any necessary modifications to the NPAC/SMS
as a result of such changes shall be made in accordance with the provisions of Article 13
and subject to Section 25.1 
Contractor shall be responsible for any fines and penalties imposed on
Users and/or Contractor arising from any noncompliance by Contractor, its
subcontractors or agents with the laws and regulations in respect of the
NPAC/SMS.  A User shall be responsible
for any fines and penalties imposed on it or Contractor relating to Contractor’s
provision of the NPAC/SMS and arising from the failure of such User to comply
with laws and regulations to which it is subject.


 


ARTICLE 26 - INTERNAL DISPUTE RESOLUTION AND ARBITRATION


 


26.1                        Internal
Dispute Resolution


 


Except in circumstances where the time required for application of this
dispute resolution procedure would cause irreparable harm, any claim,
controversy or dispute arising out of or relating to this Agreement, which
cannot otherwise be resolved after good faith negotiations by the Parties,
shall be resolved as follows:


 


(a)                                  The dispute shall
initially be referred jointly to the Contractor Project Executive and Customer
Project Executive.  The Contractor
Project Executive and Customer Project Executive shall attempt to resolve the
dispute within seven (7) calendar days of such submission.


 


(b)                                 If the Contractor
Project Executive and Customer Project Executive are unable to resolve the
dispute within such time period, the dispute shall be submitted in writing to
the lead executive officer respectively of Customer and Contractor.  The lead executive officers shall attempt to
resolve the dispute within fourteen (14) calendar days of such submission.


 


(c)                                  If the matter has not
been resolved under the above procedure within twenty-one (21) days of the
commencement of such procedure , which period may be extended by mutual
agreement, any Party wishing to pursue the matter must resort to final and
binding arbitration as provided in the Section 26.2.


 


The above calendar day periods may be extended by mutual written
agreement of Customer and Contractor.


 


26.2                        Arbitration


 


Any dispute arising out of or related to this Agreement, which cannot
be resolved by negotiation, shall be settled by binding arbitration in New
York, New York in accordance with the J.A.M.S/Endispute Arbitration Rules and
Procedures (“Endispute Rules”), as amended by this Agreement.  The costs of arbitration, including the fees
and expenses of the arbitrator, shall be shared equally by the parties unless
the arbitration award provides otherwise. 
Each party shall bear the cost of preparing and presenting its
case.  The parties agree that this
provision and the Arbitrator’s authority to grant relief shall be subject to
the United States Arbitration Act, 9 U.S.C.


 


58





















 


1-16 et seq. (“USAA”), the provisions of this Agreement, substantive
law, and the ABA-AAA Code of Ethics for Arbitrators in Commercial
Disputes.  The parties agree that the
arbitrator shall have no power or authority to make awards for punitive or
exemplary damages.  The Arbitrator’s
decision shall follow the plain meaning of the provisions of this Agreement and
the relevant documents, and shall be final and binding.  The Arbitrator shall render a written and
reasoned opinion setting forth both findings of fact and conclusions of
law.  Any Party may appeal a decision of
the arbitrator to the FCC or a State Commission, if the matter is within the
jurisdiction of the FCC or a State Commission. 
Any Party aggrieved by a decision on appeal to the FCC or a State Commission
may exercise the right to obtain judicial review thereof in accordance with
applicable law.  The award may be
confirmed and enforced in any court of competent jurisdiction.  All post proceedings, except those before the
FCC or a State Commission, shall be governed by the USAA.


 


26.3                        Continuation
of Services


 


Contractor agrees to continue to honor its ongoing obligations, if any,
under this Agreement without interruption in the event of a bona fide dispute
concerning payment or a dispute concerning any provision of this Agreement,
pending final resolution of such dispute pursuant to this Article.


 


26.4                        Disputes
Regarding Customer’s Application of Allocation


 


Contractor shall be notified of, and be entitled to participate in
(without any obligation on the part of Customer to ensure such participation),
any dispute resolution proceeding between Customer and Users concerning how
Customer has allocated charges to Users under the Allocation Model for the
purpose of ensuring that Contractor is made whole with respect to all rates,
charges or other amounts at issue and to which Contractor is entitled under
this Agreement.


 


ARTICLE 27
- GENERAL


 


27.1                        Successors
and Assigns


 


This Agreement and any Statements of Work entered pursuant to it shall
be binding upon the Parties’ respective successors and assigns.


 


27.2                        Attorneys’
Fees


 


The Party substantially prevailing in any legal action between the
Parties concerning this Agreement shall receive reimbursement of its reasonable
attorneys’ fees and court costs incurred from the other Party.


 


59





















 


27.3                        Service
Parity


 


Contractor shall provide the Services under this Agreement in a manner
such that each User shall receive the applicable Services for which it
contracts under its NPAC/SMS User Agreement at the same Service Levels as every
other User receiving such Services.


 


27.4                        Advertising
or Publicity


 


Neither Party shall identify, either expressly or by implication, the
other Party or its corporate affiliates or use any of their names, trademarks,
trade names, service marks, or other proprietary marks in any advertising,
sales presentations, news releases, releases to any professional or trade
publication, advertising or other promotional materials without such other
Party’s prior written consent, which shall not be unreasonably withheld or
delayed.


 


27.5                        Non-Waiver


 


No course of dealing or failure of either Party to enforce strictly any
term, right, obligation or provision of this Agreement or any Statement of Work
or to exercise any option provided hereunder or thereunder shall be construed
as a waiver of such provision.


 


The acceptance by Customer, or the provision by Contractor, of any
credits under this Agreement or any Statement of Work shall not be deemed to be
a waiver by Customer of any of its rights under this Agreement or any Statement
of Work or at law or in equity.


 


27.6                        Notices


 


All notices or other communications required or permitted to be given
under this Agreement shall be in writing (unless otherwise specifically
provided herein) and delivered or addressed as follows:


 


	
  If to Customer:

  	
   

  	
  To the Customer’s Project Executive at the
  address set forth in Exhibit I

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
  Carville Collins

  
	
   

  	
   

  	
  Piper & Marbury L.L.P.

  
	
   

  	
   

  	
  36 South Charles Street

  
	
   

  	
   

  	
  Baltimore, Maryland 21201

  
	
   

  	
   

  	
   

  
	
  If to Contractor:

  	
   

  	
  To the Contractor’s Project Executive at
  the address set forth in Exhibit I

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
  Lockheed Martin IMS

  
	
   

  	
   

  	
  1200 K Street NW, 11th Floor

  
	
   

  	
   

  	
  Washington, DC 20005

  
	
   

  	
   

  	
  Attn:  Mr. Joseph Franlin

  
	
   

  	
   

  	
  Fax No.:  (202) 408-5922

  



 


60





















 


All notices or other communications shall be deemed effectively given:
(a) when delivered, if personally delivered, including courier, facsimile or
overnight delivery service, (except that notices received after 3:00 p.m. local
time will be deemed received on the following Business Day); (b) on the date of
delivery (or, if refused, the refusal date shown on the return receipt) if
mailed certified or registered mail, return receipt requested; or (c) four (4)
days after mailing if mailed first class.


 


27.7                        Governing
Law


 


The construction, interpretation and performance of this Agreement and
all transactions under it shall be governed by the laws of the State of New
York excluding its choice of laws rules. Contractor agrees to submit to the
jurisdiction of any court within the Service Area wherein an action is
commenced against Customer under this Agreement.


 


27.8                        Severability


 


If any provision of this Agreement shall be held invalid or
unenforceable, such provision shall be deemed deleted from the Agreement and
replaced by a valid and enforceable provision which so far as possible achieves
the Parties’ intent in agreeing to the original provision.  The remaining provisions of the Agreement
shall continue in full force and effect.


 


27.9                        Remedies


 


The rights and remedies provided herein shall be cumulative and in
addition to any other remedies available at law or in equity.


 


27.10                 Survival


 


All obligations that by their nature survive the expiration or
termination of this Agreement, including, but not limited to,  Section 8.9 - Licenses and Permits, Section 8.10
- Laws and Regulations, Section 8.11 - Immigration Law Compliance, Article 9
- Ownership Of Intellectual Property; Source Code Escrow, Article 15 -
Confidential Information, Article 17 - Indemnification, Article 18 -
Infringement, Article 19 - Liability, Limitation of Liability and Article 24
- Transition Services, shall remain in effect after its expiration or
termination until such obligations expire according to their respective terms.


 


27.11                 Joint Work
Product


 


This Agreement 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.


 


61





















 


27.12                 Headings


 


The Article headings contained herein are for purposes of
convenience only and shall not be deemed to constitute a part of this Agreement
or to affect the meaning or interpretation of this Agreement in any way.


 


27.13                 Counterparts


 


This Agreement may be executed simultaneously in two (2) counterparts,
each of which shall be deemed an original, but both of which together shall
constitute one (1) and the same instrument.


 


ARTICLE 28 - NONEXCLUSIVE MARKET RIGHTS


 


Contractor
expressly acknowledges that Customer is not by this Agreement granting, and has
no authority to grant, Contractor the exclusive right to provide NPAC/SMS
Services in the Service Area.


 


ARTICLE 29 - CENTRALIZATION


 


Customer acknowledges that several of the provisions of this Agreement
including but not limited to those Sections addressing Benchmarking, Testing,
Service Levels, Additional Services, Audits and Security Checks may be affected
by a decision by Customer to have Contractor provide a centralized NPAC/SMS
solution.  Specifically, such a
centralized approach may require coordination among regional limited liability
companies that have also contracted with Contractor for the same centralized NPAC/SMS
solution (“Centralized NPAC LLCs”).  For
instance, Contractor may not be able to provide certain Additional Services
requested by Customer (i.e., pursuant to a Statement of Work) because
implementation of the requested Additional Services may impact other
Centralized NPAC LLCs’ use of the NPAC/SMS. 
In such cases, Contractor will notify all affected Centralized NPAC LLCs
of such impact and, if Customer desires to pursue the Additional Services
within the context of a centralized NPAC/SMS, Customer will undertake to
coordinate a joint Statement of Work with the other affected Centralized NPAC
LLCs to provide direction to Contractor with respect to the proposed Additional
Services and determine the method of payment therefor, if any.  Additionally, with respect to certain
provisions of this Agreement that give Customer the right to verify that the
NPAC/SMS is operating consistent with certain standards (including, without
limitation, Benchmarking, Audits and Safety/Security Visits), Customer will use
its best efforts to coordinate and consolidate its visits and activities with
respect to the NPAC/SMS with other Centralized NPAC LLCs so as to minimize the
disruption to Contractor’s normal operations.


 


ARTICLE 30 - ENTIRE AGREEMENT


 


This Agreement constitutes the entire agreement between Contractor and
Customer relating to the subject matter hereof and shall not be modified or
rescinded in any manner except by a written amendment executed by both
Parties.  Other than as expressly
provided herein, both Contractor and Customer agree that no prior or
contemporaneous oral representations form a part of their agreement.  Estimates and forecasts furnished by Customer
shall not constitute commitments.  The
provisions of this Agreement supersede all contemporaneous oral agreements


 


62





















 


and all prior oral and written quotations, communications, agreements
and understandings of the Parties with respect to the subject matter of this
Agreement.


 


63





















 


IN WITNESS WHEREOF,
Contractor and Customer have executed this Agreement in duplicate on the day
and year below written.


 


 


	
  LOCKHEED MARTIN IMS

  	
   

  	
  NORTHEAST CARRIER

  
	
   

  	
   

  	
  ACQUISITION COMPANY, L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
  (Signature)

  	
   

  	
   

  	
  (Signature)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Name & Title Typed or Printed)

  	
   

  	
  (Name & Title Typed or Printed)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (Date)

  	
   

  	
  (Date)

  
							



 


64





















 


EXHIBIT 
A


 


 


REQUEST
FOR PROPOSAL (NORTHEAST NPAC/SMS RFP)


 


NPAC/SMS
SERVICES


 


 


[Due to its length, this
document is not attached.

The RFP is available on the internet at 

http://www.fcc.gov/ccb/nanc

A copy is also


available upon request for the
cost of copying and handling from

NECAC, by request made to the attention of Carville Collins]


 


65





















 


EXHIBIT 
B


 


 


NANC
NPAC/SMS FUNCTIONAL


REQUIREMENTS
SPECIFICATION


 


NPAC/SMS
SERVICES


 


 


[Due to its length, this
document is not attached.

The FRS is available on the internet at 

http://www.npac.com/docs/frs1001.doc

A copy is also


available upon request for the
cost of copying and handling from

NECAC, by request made to the attention of Carville Collins]


 


66





















 


EXHIBIT 
C


 


 


NANC
NPAC/SMS INTEROPERABLE


INTERFACE
SPECIFICATION


 


NPAC/SMS
SERVICES


 


 


[Due to its length, this
document is not attached.

The IIS is available on the internet at 

http://www.npac.com/docs/iis1001.doc

A copy is also


available upon request for the
cost of copying and handling from

NECAC, by request made to the attention of Carville Collins]


 


67





















 


EXHIBIT 
D


 


 


RESPONSE
TO RFP


 


NPAC/SMS
SERVICES


 


 


[Due to its length, this
document is not attached.

A copy of the Response to the RFP is 

available upon request for the cost of copying and handling from

NECAC, by request made to the attention of Carville Collins]


 


 


CONFIDENTIAL


 





















 


EXHIBIT 
E


 


 


PRICING
SCHEDULES


 


NPAC/SMS
SERVICES


 





















 


EXHIBIT E - PRICING SCHEDULES


 


The following schedules set forth the prices
at which Contractor will be compensated for rendering the Services under the
Agreement.  A general description of
these charges and the methods of billing therefor are set forth in Section 6
of the Agreement.  See Agreement for
other applicable charges.


 


Schedule 1


 


Service
Element Fees/Unit Pricing


 


	
  Category

  	
   

  	
  Service Element

  	
   

  	
  Unit

  	
   

  	
  Price

  	
   

  
	
  [* * *]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [* * *]

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
  [* * *]

  	
  (1)

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
  [* * *]

  	
  (2)

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
  [* * *]

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
  [* * *]

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [* * *]

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
  (3)

  
	
   

  	
   

  	
  [* * *]

  	
  (4)

  	
  [* * *]

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
  [* * *]

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
  [* * *]

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [* * *]

  	
  (5)

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
  [* * *]

  	
  (6)

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  



 










(1)          Monthly
port charges [* * *] The specific cost elements include


 





















 


(2)          See Note 1 above.


 


(3)          [* * *]


 


(4)          The TN Porting Event
[* * *]


 


The TN Porting Event
[* * *]


 


(5)          The one-time Log-on ID
[* * *]


 


(6)          The Mechanized Interface
[* * *]


 





















 


Schedule 2


Training
Charges


 


	
  Year

  	
   

  	
  Cost Per Participant

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  



 


Schedule 3


Interoperability
Testing


 


	
  Category &

  Service Element

  	
   

  	
  Unit

  	
   

  	
  Price

  	
   

  
	
  [* * *]

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [* * *]

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [* * *]

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  



 





















 


Schedule 4


 


Schedule of
Representative Hourly Labor Charges


Applicable
to Statements of Work


For
Contract Years 1 Through 5


 


	
  Labor Category

  	
   

  	
  Year 1

  	
   

  	
  Year 2

  	
   

  	
  Year 3

  	
   

  	
  Year 4

  	
   

  	
  Year 5

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  



 


Schedule 5


 


Schedule of
Target Amounts


 


	
  Target 

  Options (1)

  	
   

  	
  Monthly

  Targets for

  Nov/Dec

  1997 (2)

  	
   

  	
  Monthly

  Targets for

  1Q 1998 (2)

  	
   

  	
  Monthly

  Targets for

  2Q 1998

  thru 4Q

  2001 (2)

  	
   

  	
  Monthly

  Targets for

  1Q 2002

  thru

  2Q 2002 (2)

  	
   

  	
  Monthly

  Target for

  July

  2002

  	
   

  	
  Total

  Contract

  Targets

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  



 










Notes:


 


(1)          [* * *]


 


(2)          [* * *]


 


















 


Schedule 6


 


Sample
Annual Target and Allocable Target Shortfall/Credit Calculation


 


The following is an example of how Allocable Target Shortfalls and
Allocable Targets are determined in connection with the Quarterly Targets.  A description of the methodology (including
defined terms used below) is set forth in Section 6.6 of the Agreement.


 


	
   

  	
   

  	
  [* * *]

  	
   

  	
  [* * *]

  	
   

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [* * *]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [* * *]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [* * *]

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  



 










* Note:


	
  [* * *]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [* * *]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 


EXHIBIT 
F


 


 


PROJECT
PLAN AND TEST SCHEDULE


 


NPAC/SMS
SERVICES


 


 


[Due to its length, this
document is not attached.  

The Project Plan is available on the internet at 

http://www.npac.com/secure/docs/timeline.mpp

and the Test Schedule is available on the internet at

http://www.npac.com/ne/docs/ne_schedule.htm

A copy is also


available upon request for the
cost of copying and handling from

NECAC, by request made to the attention of Carville Collins]


 





















 


EXHIBIT 
G


 


 


SERVICE
LEVEL REQUIREMENTS


 


 


NPAC/SMS
SERVICES


 





















 


EXHIBIT G


 


SERVICE
LEVEL REQUIREMENTS


 


The following is a schedule of Service
Affecting and Non-Service Affecting Service Levels for the NPAC/SMS in the
Service Area.  The  Service Levels below are subject to  change 
from time to time as provided in the Agreement.


 


The following are definitions of certain of
the terms used in the Service Level Requirements table set forth below in this
Exhibit G:


 


(a)                                  The term “Service
Availability” shall mean the NPAC/SMS service is available if one or more
Users are able to access and invoke all NPAC/SMS capabilities through their
respective interfaces, to either the NPAC/SMS Production Computer System or the
NPAC/SMS Disaster Recovery Computer System. 
Service Availability measures the reliability of the services provided
by the NPAC/SMS, and does not include time due to scheduled service downtime,
if any.  The term “Service
Unavailability” shall have the correlative meaning.


 


(b)                                 The term “Interface
Availability” shall mean an NPAC/SMS interface is available to each User
that is able to establish, maintain, and utilize an association with the
NPAC/SMS system designated as the “live” system (either the NPAC/SMS Production
Computer System or the NPAC/SMS Disaster Recovery Computer System) at any point
in time.  Interface Availability measures
the reliability of the NPAC/SMS interfaces collectively, excluding interface
outages resulting from Service Unavailability events and scheduled service
downtime.


 


(c)                                  The terms “Business
Day,” “Normal Business Hours,” “NPAC/SMS Software,”  “Parties” and “Statement of Work”
shall have the meanings ascribed to them in Section 1 of the Agreement.


 





















 


SERVICE
LEVEL REQUIREMENTS


 


NPAC/SMS


 


 


	
  No.

  	
   

  	
  Procedure

  	
   

  	
  Service Commitment

  Level

  	
   

  	
  Service

  Affecting/

  Non-Service

  Affecting

  	
   

  	
  Performance

  Credit

  	
   

  	
  Report

  Frequency

  and

  Performance

  Credit

  Calculation

  Interval

  
	
  1.

  	
   

  	
  Service
  Availability (Customer)

  	
   

  	
  Maintain a
  99.9% minimum Service Availability

  	
   

  	
  Service
  Affecting

  	
   

  	
  >99.85%
  but <99.90%: $[* * *]; >99.80% but <99.85%:
  $[* * *]; >99.75% but <99.80%: $[* * *]; >99.70%
  but <99.75%: $[* * *]; >99.65% but <99.70%:
  $[* * *]; >99.60% but <99.65%: $[* * *];
  <99.60%: $[* * *]

  	
   

  	
  Monthly

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Scheduled
  Service Unavailability (Customer)

  	
   

  	
  Scheduled
  Service Unavailability will be equal to or less than 2 hours
  per month, or such longer period otherwise agreed to by the Parties

  	
   

  	
  Service
  Affecting

  	
   

  	
  $[* * *]
  for each hour or portion thereof in excess of 2 hours or such longer period
  ofherwise agreed to by the Parties

  	
   

  	
  Monthly

  



 





















 


	
  No.

  	
   

  	
  Procedure

  	
   

  	
  Service Commitment

  Level

  	
   

  	
  Service

  Affecting/

  Non-Service

  Affecting

  	
   

  	
  Performance

  Credit

  	
   

  	
  Report

  Frequency

  and

  Performance

  Credit

  Calculation

  Interval

  
	
  3.

  	
   

  	
  SOA/LSMS
  Acknowledgement Response Times (Customer)

  	
   

  	
  Response
  time (i.e., means NPAC processing time) for
  95% of the responses will be equal to or less than 3 seconds, except for
  miscellaneous transactions, such as queries, audits and edits

  	
   

  	
  Service
  Affecting

  	
   

  	
  $[* * *]

  	
   

  	
  Monthly

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  LSMS Broadcast
  Time (Customer)

  	
   

  	
  A mean time
  maximum of 60 seconds from activation to broadcast

  	
   

  	
  Service
  Affecting

  	
   

  	
  $[* * *]

  	
   

  	
  Monthly

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  SOA to NPAC
  Interface Transaction Rates (Customer)

  	
   

  	
  Maintain a
  minimum of 2 transactions per second per User SOA for 95% of the
  transactions.

  	
   

  	
  Service
  Affecting

  	
   

  	
  $[* * *]

  	
   

  	
  Monthly

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  NPAC to LSMS
  Interface Transaction Rates (Customer)

  	
   

  	
  Maintain a
  minimum of 25 transactions per second per User LSMS for 95% of the
  transactions (excluding the impact of delays caused by Users)

  	
   

  	
  Service
  Affecting

  	
   

  	
  $[* * *]

  	
   

  	
  Monthly

  



 





















 


	
  No.

  	
   

  	
  Procedure

  	
   

  	
  Service Commitment

  Level

  	
   

  	
  Service

  Affecting/

  Non-Service

  Affecting

  	
   

  	
  Performance

  Credit

  	
   

  	
  Report

  Frequency

  and

  Performance

  Credit

  Calculation

  Interval

  
	
  7.

  	
   

  	
  SOA/LSMS
  Interface Availability (User)

  	
   

  	
  Maintain an
  Interface Availability at a minimum of 99.9%

  	
   

  	
  Service
  Affecting

  	
   

  	
  >99.85%
  but <99.90%: $[* * *]; >99.80% but <99.85%:
  $[* * *]; >99.75% but <99.80%: $[* * *]; >99.70%
  but <99.75%: $[* * *]; >99.65% but <99.70%:
  $[* * *]; >99.60% but <99.65%: $[* * *];
  <99.60%: $[* * *]

  	
   

  	
  Monthly

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  Unscheduled
  Backup Cutover time (Customer)

  	
   

  	
  A maximum of
  10 minutes to cutover to the backup site

  	
   

  	
  Service
  Affecting

  	
   

  	
  $[* * *]

  	
   

  	
  Per Event

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  NPAC/SMS
  Partial Disaster Restoral Interval (Customer)

  	
   

  	
  Partial
  restoration will be equal to or less than 24 hours (Partial restoration
  meaning the capability of receiving, processing and broadcasting updates)

  	
   

  	
  Service
  Affecting

  	
   

  	
  $[* * *]
  for each day or portion thereof in excess of 24 hours

  	
   

  	
  Per Event

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  NPAC/SMS
  Full Disaster Restoral (Customer)

  	
   

  	
  Full
  restoration will occur at a maximum of 48 hours

  	
   

  	
  Service
  Affecting

  	
   

  	
  $[* * *]
  for each day or portion thereof in excess of 24 hours

  	
   

  	
  Per Event

  



 





















 


	
  No.

  	
   

  	
  Procedure

  	
   

  	
  Service Commitment

  Level

  	
   

  	
  Service

  Affecting/

  Non-Service

  Affecting

  	
   

  	
  Performance

  Credit

  	
   

  	
  Report

  Frequency

  and

  Performance

  Credit

  Calculation

  Interval

  
	
  11.

  	
   

  	
  Administration
  of any NPAC/SMS Tables (Customer)

  	
   

  	
  99.5% error
  free updating

  	
   

  	
  Service
  Affecting

  	
   

  	
  $[* * *]

  	
   

  	
  Monthly

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
  User Problem
  Resolution

  	
   

  	
  Minimum 90%
  calls during Normal Business Hours answered by live operators within 10
  seconds

  	
   

  	
  Non-Service
  Affecting

  	
   

  	
  [* * *]

  	
   

  	
  Monthly

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
   

  	
  User Problem
  Resolution

  	
   

  	
  Less than
  2.0% abandoned call rate

  	
   

  	
  Non-Service
  Affecting

  	
   

  	
  [* * *]

  	
   

  	
  Monthly

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
   

  	
  User Problem
  Resolution

  	
   

  	
  99.0%
  callback within 30 minutes for requests made during other than Normal
  Business Hours

  	
   

  	
  Non Service
  Affecting

  	
   

  	
  [* * *]

  	
   

  	
  Monthly

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15.

  	
   

  	
  User Problem
  Resolution

  	
   

  	
  A minimum of
  99.5% of all commitments to get back to the User after the initial contact
  will be met

  	
   

  	
  Non-Service
  Affecting

  	
   

  	
  [* * *]

  	
   

  	
  Monthly

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16.

  	
   

  	
  Logon
  Administration

  	
   

  	
  Process
  99.0% of all approved requests within 12 business hours of receipt

  	
   

  	
  Non-Service
  Affecting

  	
   

  	
  [* * *]

  	
   

  	
  Monthly

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17.

  	
   

  	
  Logon
  Administration

  	
   

  	
  Assign User
  class correctly for 99.5% of all processing opportunities

  	
   

  	
  Non-Service
  Affecting

  	
   

  	
  [* * *]

  	
   

  	
  Monthly

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  18.

  	
   

  	
  System
  Security

  	
   

  	
  Monitor and
  record unauthorized system access

  	
   

  	
  Non-Service
  Affecting

  	
   

  	
  [* * *]

  	
   

  	
  Per Event

  



 





















 


	
  No.

  	
   

  	
  Procedure

  	
   

  	
  Service Commitment

  Level

  	
   

  	
  Service

  Affecting/

  Non-Service

  Affecting

  	
   

  	
  Performance

  Credit

  	
   

  	
  Report

  Frequency

  and

  Performance

  Credit

  Calculation

  Interval

  
	
  19.

  	
   

  	
  System
  Security

  	
   

  	
  Remedy logon
  security permission errors immediately after User notification

  	
   

  	
  Non-Service
  Affecting

  	
   

  	
  [* * *]

  	
   

  	
  Per Event

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  20.

  	
   

  	
  NPA
  Split/Mass Changes

  	
   

  	
  Notify Users
  within 10 business days of receipt of notification of the need for an NPA
  split/mass change

  	
   

  	
  Non-Service
  Affecting

  	
   

  	
  [* * *]

  	
   

  	
  Per Event

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21.

  	
   

  	
  Scheduled
  Service Unavailability Notification

  	
   

  	
  Notice of
  scheduled Service Unavailability for routine maintenance NPAC/SMS to be given
  a minimum of 2 weeks in advance.

   

  Notice of
  scheduled Service Unavailability for non-routine maintenance NPAC/SMS to be
  given as follows:

  •     During
  Normal Business Hours - a minimum of 7 days in advance

  •     During
  Non-Normal Business Hours - a minimum of 24 hours in advance

  	
   

  	
  Non-Service
  Affecting

  	
   

  	
  [* * *]

  	
   

  	
  Per Event

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  22.

  	
   

  	
  Unscheduled
  Service Unavailability Notification

  	
   

  	
  Notify User
  within 15 minutes of detection of an occurrence of unscheduled Service
  Unavailability

  	
   

  	
  Non-Service
  Affecting

  	
   

  	
  [* * *]

  	
   

  	
  Per Event

  



 





















 


	
  No.

  	
   

  	
  Procedure

  	
   

  	
  Service Commitment

  Level

  	
   

  	
  Service

  Affecting/

  Non-Service

  Affecting

  	
   

  	
  Performance

  Credit

  	
   

  	
  Report

  Frequency

  and

  Performance

  Credit

  Calculation

  Interval

  
	
  23.

  	
   

  	
  Unscheduled
  Service Unavailability Notification

  	
   

  	
  Provide
  30-minute updates of NPAC status following an occurrence of unscheduled
  Service Unavailability through recorded announcement and client bulletins

  	
   

  	
  Non-Service
  Affecting

  	
   

  	
  [* * *]

  	
   

  	
  Per Event

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24.

  	
   

  	
  Software
  Release Notification

  	
   

  	
  Notify Users
  of general availability of NPAC/SMS Software releases at least 30 calendar
  days in advance

  	
   

  	
  Non-Service
  Affecting

  	
   

  	
  [* * *]

  	
   

  	
  Per Event

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25.

  	
   

  	
  Delayed
  Software Release Notification

  	
   

  	
  Notify Users
  of delayed NPAC/SMS Software releases at least two weeks before the scheduled
  delivery date

  	
   

  	
  Non-Service
  Affecting

  	
   

  	
  [* * *]

  	
   

  	
  Per Event

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26.

  	
   

  	
  Software
  Release Management

  	
   

  	
  Provide
  documentation and training on schedule

  	
   

  	
  Non-Service
  Affecting

  	
   

  	
  [* * *]

  	
   

  	
  Per Event

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  27.

  	
   

  	
  Document
  Order Administration

  	
   

  	
  Mail to
  requester within one (1) Business Day

  	
   

  	
  Non-Service
  Affecting

  	
   

  	
  [* * *]

  	
   

  	
  Per Event

  



 





















 


EXHIBIT  H


 


 


REPORTING
AND MONITORING REQUIREMENTS


 


NPAC/SMS
SERVICES


 





















 


EXHIBIT H
— REPORTING AND MONITORING REQUIREMENTS


 


	
  Name of Report

  	
   

  	
  Items Covered

  	
   

  	
  Frequency of

  Issuance*

  	
   

  	
  Pricing

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Reports for Individual Service
  Provider/Users

  	
   

  	
  Reports described in the following items in
  Section 9.2 of Exhibit B — NPAC/SMS Functional Requirement
  Specifications:

  •     RP9-1
  Service and Network Data Reports

  •     RP9-2
  Service Provider Reports

  •     RP9-3
  Subscription Data Reports

  •     RP9-4
  System Reports

  •     RP9-5
  Security Reports

  •     RP9-6
  Log File Reports

  •     RP9-7
  Audit Reports

  •     RR9-1
  Data Integrity Reports

  	
   

  	
  R

  	
   

  	
  [* * *]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Monthly and Quarterly Management and
  Performance Reports to Customer

  	
   

  	
  As to the entire Service Area:

  •     Information
  and data covered by reports listed in “Reports for Individual Service
  Provider/Users” above

  •     Actual
  performance compared with Service Levels in Exhibit G

  •     Significant
  changes in or new installations of:

  •     System
  Software

  •     System
  hardware

  •     Communications
  Networks

  •     Application
  Software

  •     Key
  Personnel

  •     All
  Software/hardware problems (even if not impacting system availability)

  •     “Top
  10” most frequent trouble reports

  	
   

  	
  M, Q

  	
   

  	
  [* * *]

  



 





















 


	
  Annual Management and Performance Reports

  	
   

  	
  Same as monthly/quarterly reports, and also
  including:

  •      Summary of
  significant events and accomplishments of the year

  •      Comparison of
  goals for previous period with actual performance

  •      Plans/goals
  for following year

  	
   

  	
  A

  	
   

  	
  [* * *]

  



 










*KEY:


 


R =      Report
Issued on Request of Service Provider or User


 


M =      Monthly
(due by the 15th calendar day of each month following the month with respect to
which the Report relates, except for the December Report which shall be
due by the following February 1 — see key for
Annual Report, below)


 


Q =      Quarterly
(the Monthly Reports for March, June, September and December, which are
due by the 15th calendar day of each month following the close of
each quarter, shall also serve as Quarterly Reports, and shall present
information for the calendar quarter in which such month falls in addition to
monthly information for said month)


 


A =      Annually (due by February 1
of each year for the immediately preceding January - December period;
the December Monthly/Quarterly Report shall also serve as the Annual
Report, and shall present information for the full year in addition to the
monthly information for December and the quarterly information for the
fourth calendar quarter of the year)


 





















 


EXHIBIT 
I


 


 


KEY
PERSONNEL


 


NPAC/SMS
SERVICES


 





















 


EXHIBIT I

KEY PERSONNEL


 


1.                                       INTRODUCTION


 


This Exhibit I identifies the
initial Project Executives and Project Managers, as required under Section 11
- Project Staff.


 


2.                                       PROJECT
EXECUTIVES


 


The following Project
Executives are identified:


 


•                  Lockheed Martin IMS


Contractor’s Project Executive


	
  Name:

  	
   

  	
  Jan Trout-Avery

  	
   

  	
   

  	
   

  
	
  Phone:

  	
   

  	
  312-382-8092

  	
   

  	
   

  	
   

  
	
  Fax:

  	
   

  	
  312-382-8080

  	
   

  	
   

  	
   

  
	
  E-mail:

  	
   

  	
  Jan.trout-avery@npac.com

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  •     Mid-Atlantic
  Carrier Acquisition

  	
  LNP
  (Midwest) LLC

  
	
  Customer Project Executive

  	
  Customer Project Executive

  
	
  Name:

  	
   

  	
  David Heath

  	
  Name:

  	
   

  	
  Roger Marshall

  
	
  Phone:

  	
   

  	
  703-918-6892

  	
  Phone:

  	
   

  	
  847-248-5482

  
	
  Fax:

  	
   

  	
  703-918-0756

  	
  Fax:

  	
   

  	
  847-248-3970

  
	
  E-mail:

  	
   

  	
  davidh@mci.net

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  •     Northeast Carrier Acquisition

  	
  Southwest
  Region Portability

  
	
  Customer Project Executive

  	
  Customer Project Executive

  
	
  Name:

  	
   

  	
  David Heath

  	
  Name:

  	
   

  	
  Marilyn Murdock

  
	
  Phone:

  	
   

  	
  703-918-6892

  	
  Phone:

  	
   

  	
  816-275-3990

  
	
  Fax:

  	
   

  	
  703-918-0756

  	
  Fax:

  	
   

  	
  816-275-0683

  
	
  E-mail:

  	
   

  	
  davidh@mci.net

  	
  E-mail:

  	
   

  	
  mm0771@kcmaill.sbc.com

  
								



 


2.                                       PROJECT
MANAGERS


 


The following Project Managers for the
initial implementation of the NPAC/SMS are identified:


 


	
  Customer’s
  Project Manager

  	
   

  	
  Contractor’s
  Project Manager

  
	
  Name: 

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  	
   

  
	
  Phone:

  	
   

  	
   

  	
   

  	
  Phone:

  	
   

  	
   

  	
   

  
	
  Fax:

  	
   

  	
   

  	
   

  	
  Fax:

  	
   

  	
   

  	
   

  
	
  E-mail:

  	
   

  	
   

  	
   

  	
  E-mail:

  	
   

  	
   

  	
   

  
											



 


THE ABOVE PROJECT EXECUTIVES AND PROJECT MANAGERS ARE SUBJECT TO CHANGE
FROM TIME TO TIME AS DEFINED IN SECTION 11.1.  THE PROJECT EXECUTIVES AT THE TIME OF
EXECUTION OF A USER AGREEMENT ARE IDENTIFIED IN ATTACHMENT D OF THE USER
AGREEMENT.


 





















 


EXHIBIT 
J


 


 


FORM


OF


NPAC/SMS
USER AGREEMENT


 


NPAC/SMS
SERVICES


 


 


CONFIDENTIAL


 





















 


EXHIBIT J


 


NPAC/SMS
USER AGREEMENT FORM


 


THIS NUMBER PORTABILITY ADMINISTRATION CENTER/SERVICE MANAGEMENT SYSTEM
(“NPAC/SMS”) USER AGREEMENT (“Agreement”) is made and entered into this      
day of       ,              
(“Effective Date”) by and between                                      
(“User”) having offices at                                                         
and Lockheed Martin IMS (“Contractor”), a New York corporation, having offices
at 1200 K Street NW, 11th Floor, Washington, DC 20005.


 


WITNESSETH:


 


WHEREAS, the
Contractor has entered into the Master Contract (as defined below) with the
Northeast  Carrier Acquisition Company,
L.L.C., a New York limited liability company (“Customer”) to provide the Number
Portability Administration Center and Service Management System and Services to
support the implementation and provision of local number portability in the
Service Area (as defined in the Master Contract); and


 


WHEREAS, the User
wishes to receive the Services (as defined below) of Contractor in the Service
Area; and


 


WHEREAS, Contractor
is willing to provide the Services to User and desires to do so for the
compensation and in accordance with the terms and conditions herein and in the
Master Contract; and


 


WHEREAS, the
representatives of the Contractor and User possess proper and sufficient
authority to agree.


 


NOW, THEREFORE, for and in consideration of the premises and the
mutual promises and covenants contained herein, it is hereby agreed as follows:


 


ARTICLE 1 - DEFINITIONS


 


All capitalized terms used herein and not expressly defined herein
shall have the respective meanings given to such terms in the Master
Contract.  As used throughout this
Agreement, the following shall have the meanings set forth below unless otherwise
indicated:


 


1.1                                 The
term “Agreement” shall mean the terms and conditions contained herein and any
other appendix, attachment, exhibit or documents made a part hereof or
incorporated herein by reference (including the Application), including any and
all amendments to this Agreement.


 


1.2                                 The
term “Application” shall mean the Application for Services submitted by User to
Contractor in order to apply to receive Services in the Service Area, as the
same may be


 





















 


amended from time to time as provided in Section 7.4
hereof.  A copy of User’s completed
Application is attached hereto as Attachment A.


 


1.3                                 The
term “Certified System” shall have the meaning set forth in Section 7.3(b)
hereof.


 


1.4                                The
term “Confidential Information” shall have the meaning set forth in Section 15.1
and 15.2 of the Master Contract.


 


1.5                                The
term “Contractor” refers to Lockheed Martin IMS, a New York corporation, having
offices at 1200 K Street NW, 11th Floor, Washington, DC 20005 and shall include
its permitted successors or assigns pursuant to Article 22 of the Master
Contract .


 


1.6                                 The
term “Customer” shall mean the Northeast Carrier Acquisition Company, L.L.C.


 


1.7                                 The
term “Effective Date” shall mean the date of 
this Agreement, as set forth in the preamble to this Agreement.


 


1.8                                 The
term “Master Contract” shall mean that certain Agreement for Number Portability
Administration Center / Service Management System dated November 7, 1997,
between Contractor and Customer, including all Exhibits, appendices,
attachments and other documents included in the definition of “Agreement”
thereunder, as the same may be amended from time to time.  A copy of the Master Contract in effect as of
the Effective Date is attached hereto as Attachment B.


 


1.9                                 The
term “Party” or “Parties” shall mean Contractor and/or Users.


 


1.10                          The term
“Service Establishment Date” shall have the meaning set forth in Article 8
hereof.


 


1.11                          The term
“Services” means the delivery of NPAC/SMS services in the manner provided under
this Agreement and the Master Contract, and shall include Additional Services.


 


1.12                           The
term “Statements of Work” shall have the meaning set forth in Section 7.12
hereof.


 


1.13                           The
term “Test Schedule” shall have the meaning set forth in Section 6.3
hereof.


 


1.14                          The term
“Third Party” shall mean any individual, corporation, partnership, association
or other entity, other than the Parties to this Agreement or the Customer.


 


1.15                          The term
“User Data” shall have the meaning set forth in Section 1.64 of the Master
Contract.


 





















 


ARTICLE 2 - MASTER CONTRACT TO GOVERN


 


2.1                                 Incorporation
of Master Contract


 


The Parties acknowledge and agree that this Agreement will be subject
to all of the terms and conditions of the Master Contract.  This Agreement shall be interpreted subject
to, and in a manner consistent with, the Master Contract.  If any term or condition of this Agreement is
in conflict with a term or condition of the Master Contract, the term or
condition of the Master Contract shall govern (and the inconsistent term or
condition in this Agreement shall be of no force or effect).


 


2.2                                 Amendments
to the Master Contract


 


User acknowledges that (i) the Master Contract may be amended from time
to time and (ii) that any such amendments may be material to User and may
include amendments to, among other things, the rates and charges for the
Services.  User hereby agrees to be bound
by any such amendments to the Master Contract that affect this Agreement
(including, without limitation, any changes to the above-referenced rates and
charges), and to execute any amendments necessary to this Agreement in order to
cause it to conform to the Master Contract, as amended.  Contractor 
shall make a reasonable effort to keep User advised of any impending
changes to the Master Contract, and shall furnish User with any amendments to
the Master Contract.


 


ARTICLE 3
- TERM


 


This Agreement shall commence on the Effective Date and shall expire
coincident with the expiration of the Master Contract (giving effect to any and
all renewal(s) of the Master Contract as provided in Article 3 thereof),
unless terminated earlier pursuant to Section 10.1 hereof.


 


ARTICLE 4 - COMPENSATION


 


The rates and charges for the Services, including a general discussion
concerning the allocation thereof, are set forth in Article 6 and Exhibit
E of the Master Contract.  In general,
for any specific billing period, the amount that User will compensate
Contractor for certain rates and charges pursuant to this Agreement will be an
allocated amount of the aggregate of such rates and charges of all Users in the
Service Area during such billing period. 
The Allocation Model will be determined based upon an order of either
the Federal Communications Commission (“FCC”), or the state public utilities
commission (“State Commission”) having jurisdiction over the applicable rates
and charges, and will be subject to change without notice to User pursuant to
order of either the FCC or the State Commission.  Customer will determine and provide
Contractor with the initial Allocation Model which shall apply pending a
decision of either the FCC or applicable State Commission, and will thereafter
provide Contractor with an updated Allocation Model based upon orders of the
FCC or State Commissions.  Contractor’s
invoice to User will indicate the User’s allocated amount of rates and charges,
which shall be the amount due and owing Contractor pursuant to Section 7.1
hereof.


 


User hereby acknowledges that the Master Contract also provides that
Contractor and Customer may agree to changes in the rates and charges for the
Services under Statements of Work entered into thereunder, and otherwise under
provisions of the Master Contract.  User
hereby further


 





















 


acknowledges and agrees that any such changes in the rates and charges
may be made without prior advance notice to User hereunder, and User agrees to
be bound thereby.


 


ARTICLE 5
- REPRESENTATIONS AND WARRANTIES OF THE PARTIES


 


5.1                                 Representations and Warranties of Contractor


 


Contractor hereby represents and warrants to User as follows:


 


(a)                                  Contractor has the
full authority to enter into and perform all of its obligations under this
Agreement.  Contractor has read this
Agreement and the Master Contact, understands the same, and agrees to be bound
by all the terms, conditions and provisions of this Agreement and, to the
extent it affects this Agreement, the Master Contract.


 


(b)                                 Contractor warrants
that the NPAC/SMS Software will not contain, either now or in the future, any
malicious code, program, or other internal component (e.g. software virus,
software worm, software time bomb, Trojan Horse or similar component), which
could damage, destroy, or alter Software or hardware of User, or which could,
in any manner, reveal, damage, destroy, or alter any data or other information
accessed through or processed by the NPAC/SMS Software in any manner or which
could adversely affect the operation of a computer or its memory by User.  Contractor shall immediately advise User, in
writing, upon reasonable suspicion or actual knowledge that the NPAC/SMS
Software may result in the harm described above.


 


(c)                                  Contractor warrants
that the NPAC/SMS shall operate without Defects during the term of this
Agreement.


 


5.2                                 Representations
and Warranties of User


 


User hereby represents and warrants to Contractor as follows:


 


(a)                                  User has the full
authority to enter into and perform all of its obligations under this
Agreement.  User has read this Agreement
and the Master Contract, understands the same, and agrees to be bound by all
the terms, conditions and provisions of this Agreement and, to the extent it
affects this Agreement, the Master Contract.


 


(b)                                 All of the information
provided by User in its Application for Services was true and correct as of the
date initially provided to Contractor, and shall remain true and correct in all
material respects throughout the term of this Agreement, giving effect to any
amendments thereto pursuant to Section 7.4 hereof.


 





















 


ARTICLE 6 - OBLIGATIONS OF CONTRACTOR


 


6.1                                 Provision
of Services


 


Except with respect to the training and testing referred to in Sections
6.2(c), 6.3, 7.3(b) and 7.5 below, beginning on the Service Establishment Date
and throughout the term of this Agreement, Contractor shall provide the
Services to User hereunder in accordance with its obligations under the Master
Contract, including, without limitation, the following obligations generally
described (with Article/Section references below in this Section 6.1
referring to Articles/Sections in the Master Contract):


 


(a)                                  the obligation to
provide the Services in accordance with the Service Levels, as provided under Section 8.3,
and to do so with parity among Users, as provided under Section 27.3;


 


(b)                                 the obligation to
monitor compliance with the Service Levels and to report thereon, as provided
under Section 8.4;


 


(c)                                  the obligation to
maintain safety and physical security at the NPAC/SMS Data Centers and to
report events of Unauthorized Access of which it is aware, as provided under Section 8.5;


 


(d)                                 the obligation to (i)
pay the expenses of providing the NPAC/SMS and the costs of operating the
NPAC/SMS Data Centers and (ii) provide appropriate staffing at the NPAC/SMS
Data Centers, in each case, as provided in Section 8.6;


 


(e)                                  the obligation to
provide training courses for User personnel, as provided in Section 8.7;


 


(f)                                    the obligation to
indemnify User for any charges that may be levied against User as the result of
Contractor’s failure to pay Contractor’s taxes, as provided in Section 8.8;


 


(g)                                 the obligation to (i)
obtain all licenses and authorizations required of Contractor (as provided in Section 8.9)
and to comply with all laws (as provided in Sections 8.10 and 8.11), in each
case, in order to perform its obligations hereunder, and (ii) pay all fines
imposed on User for Contractor’s noncompliance;


 


(h)                                 the obligation to
provide high quality service to User and to measure and report thereon, as
provided in Section 8.12;


 


(i)                                     the obligation to
(i) provide a “Hotline Service” to enable User to obtain answers to routine
questions, resolve problems and report defects or failures in the NPAC/SMS (as
provided in Section 10.1) and (ii) use its best efforts to correct
problems caused by the NPAC/SMS (as provided in Section 10.2);


 


(j)                                     the obligation to
(i) provide system status reports to User in the event of a disaster at a
NPAC/SMS Data Center (as provided in Section 12.4) and (ii) inform User of
the database status after employing disaster recovery procedures (as provided
in Section 12.5);


 





















 


(k)                                  the obligation to
maintain the confidentiality of User Data as provided in Article 15;


 


(l)                                     the obligation to
indemnify Users pursuant to Section 18.1 and the obligation to pursue one
(1) or more of the various alternatives set forth in Section 18.2 if use
of the NPAC/SMS is prevented or likely to be prevented;


 


(m)                               the obligation to
include User as an additional insured on its required insurance as provided in Section 20.1;
and


 


(n)                                 the obligation to
correct any Defects in the NPAC/SMS, as provided in Section 21.3.


 


6.2                                 Connectivity
Consultation; Testing and Training Scheduling


 


(a)                                  Contractor agrees to
make itself available to consult with User, at User’s request, regarding the
number and type of data circuits required by User to connect to the NPAC/SMS
given the configuration of User’s system.


 


(b)                                 Upon the request of
User pursuant to Section 7.3(a) below, Contractor shall schedule the
testing of User’s system (the date on which testing is scheduled to begin being
referred to herein as the “Start Test Date”), taking into account, among other
things, the date on which User’s Application was submitted in relation to the
Applications of other Users, the expected date on which User’s System will be a
Certified System (pursuant to Section 7.3(b) below), the date on which
User anticipates its data circuits will be installed, and the availability of
testing “slots,” given the scheduled testing of other Users.


 


(c)                                  Upon the request of
User pursuant to Section 7.5 below, Contractor shall use its best efforts,
subject to its existing training commitments for the personnel of other Users,
to schedule the training of User’s personnel such that the training is
completed prior to User’s anticipated Service Establishment Date.


 


6.3                                 Testing
of User’s Certified System


 


Upon receipt of notice and proper evidence from User that it has a
Certified System, Contractor shall test User’s Certified System beginning on
the Start Test Date in accordance with the Turnup Test Plan referenced in Section 8.1
of the Master Contract.  On or prior to
the Start Test Date, Contractor and User shall agree on an appropriate test
events schedule for User’s Certified System, based on the activities
required under the Turnup Test Plan, with such test events schedule then
being attached hereto as Attachment C (the “Test Schedule”).  If User has completed Turnup Testing as of
the Network Test Readiness Date, Contractor shall also include User’s Certified
System in the Network Testing Contractor will perform pursuant to Section 8.1(b)
of the Master Contract.


 





















 


ARTICLE 7 - OBLIGATIONS OF USER


 


7.1                                 Payment
of Fees


 


User  agrees to pay Contractor
for the Services it receives hereunder and all other amounts for which it is
appropriately invoiced by Contractor pursuant to this Agreement or the Master
Contract within forty-five (45) days of receipt of Contractor’s invoices
therefor.  Late payments will be subject
to a 1.25% interest charge per month or, if lower, the maximum rate permitted
by law.


 


Contractor shall make commercially reasonable efforts to accommodate
User’s requests for billing by Electronic Data Interexchange or other special
billing formats.  Any requests for
special formats which require a Statement of Work under Article 13 of the
Master Contract must first be submitted to Customer for approval.


 


Except as otherwise required by a rule or order of the FCC or
applicable State Commission, Contractor shall not back bill User for Contractor
billing errors after more than six (6) months have passed since issuance of the
invoice upon which the charges should have appeared; provided, however, that
the foregoing limitation shall not apply with respect to taxes that are imposed
by law on User but which are required by law to be collected and remitted by
Contractor.


 


7.2                                 Disputed
Invoices


 


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 forty-five (45) day payment schedule, 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 less than thirty (30)  days after receipt of notice thereof.  If the Parties are unable to resolve a
dispute within such period, then they may resort to the procedures set forth in
Article 13 of this Agreement.  All disputed
amounts ultimately paid or awarded to Contractor shall bear interest from the
forty-fifth (45th) day following the original invoice therefor in accordance
with Section 7.1.


 


Notwithstanding the foregoing, User may not withhold payment of any
amounts invoiced by Contractor based solely upon a dispute concerning how User
is  allocated charges under the
Allocation Model.


 


7.3                                 Schedule Testing;
User System Certification; Delivery of User System for Testing


 


(a)                                  Once
User has determined the expected date on which its system will be a Certified
System and the expected date on which User’s data circuits will be installed,
it shall request


 





















 


Contractor to schedule testing of its Certified System in
accordance with Section 6.2(b) above. 
User shall promptly notify Contractor upon becoming aware of any
circumstances which make it unlikely that User’s Certified System will be
available for testing on the scheduled Start Test Date, in which case,
Contractor shall offer User an alternative Start Test Date, after reexamination
of the factors referred to in Section 6.2(b) above.


 


(b)                                 Prior
to the Start Test Date in Section 6.2(b), above, User shall have its
System Order Administration and Local Service Management System tested and
certified that it meets the NPAC/SMS Interoperable Interface Specification set
forth in Exhibit C to the Master Contract (the “Certified System”).  Once User has a Certified System, it shall
(i) deliver written notice and proper evidence thereof to Contractor in order
to begin testing on the Start Test Date and (ii) shall agree with Contractor on
an appropriate Test Schedule.  The amount
and timing of payment of testing charges is set forth in Article 6 and
Exhibit E of the Master Contract.


 


7.4                                 Update
Application Information


 


User will immediately notify Contractor in writing of any changes that
need to be made to the information in its Application in order to maintain the
truth and accuracy of such Application information.  User’s notice of any such changes in
information shall be attached to and become a part of User’s Application
(Attachment A).


 


7.5                                 Training
of User Personnel


 


User shall request Contractor to schedule the training of its
personnel with respect to the NPAC/SMS, which training, and User rights in
connection therewith, will be consistent with the provisions of Section 8.7
in the Master Contract.  User may cancel
a training course scheduled by Contractor at any time upon written notice to
Contractor; provided, however, that User shall be liable to
Contractor for all reasonable expenses incurred by Contractor in preparation
for the course that are not otherwise recoverable by Contractor if such
training course is canceled by User less than two (2) weeks prior to the start
of such course.


 


User may have an individual trained in the operation of the NPAC/SMS
train other employees of User; provided  that, User must notify
Contractor at the time the training course is scheduled if it desires the
individual(s) being enrolled to be trained as trainers.  User agrees that all its employees trained as
trainers will schedule and attend, at User’s expense, any additional
training courses necessitated from time to time to maintain such individual’s
expertise as a trainer with respect to any Enhancement or Maintenance
Modification to the NPAC/SMS Software. 
The amount and timing of  payment
of training charges is set forth in Article 6 and Exhibit E of the Master
Contract.


 


7.6                                 Use
of User Data


 


User shall treat User Data as Confidential Information of the other
Users which have provided such information. 
User Data shall not be:


 


















 


(a)                                  used by User other
than for the purpose of routing, rating, or billing calls or performing network
maintenance in connection with providing telecommunications services; or


 


(b)                                 disclosed, sold,
assigned, made available, leased or otherwise provided to any Third Party
(other than the rightful owner of such data), except (i) as provided for
in this Agreement or the Master Contract or (ii) as provided for by law or
rule, regulation or order of the FCC or other regulatory agencies having
jurisdiction over NPAC/SMS Service; or


 


(c)                                  transferred or
otherwise provided to a Third Party LSMS; or


 


(d)                                 commercially
exploited.


 


7.7                                 Security,
Unauthorized Access


 


User shall protect and limit access to any logon identification code
password(s) to its employees who have a need for such access for uses permitted
under this Agreement, and shall be responsible for all usage of its codes or
any User Data.


 


7.8                                 User
Provided Data


 


User shall provide all User Data to Contractor in the
manner agreed upon by the Parties.  User agrees
that Contractor will not be responsible or liable for any loss, damage or
inconvenience suffered by User or by any Third Party arising out of Contractor’s
inability to perform the Services due to a failure of User to provide all of
the necessary User Data when required or by reason of any deficiencies in the
User Data furnished to Contractor by User. 
All User Data shall remain the property of the User furnishing it, as
specified in Article 15 of the Master Contract.


 


7.9                                 Facilities
Expenses; Contact with End-User Customer


 


(a)                                  User
shall be responsible for providing, and shall pay all expenses and costs of the
procurement and provision of, all hardware, system software, telecommunications
services, facilities and supplies required to access the NPAC/SMS from such
User’s facilities up to the point of presence, including without limitation,
all common carrier charges and all costs of telephone and terminal equipment.


 


(b)                                 User
shall have the sole obligation to interact with its end-user customers in all
matters pertaining to its provision of services to such customers, including
the placing and handling of service orders, service installation, operation and
termination, dispute handling and resolution, and billing and collection
matters.


 


7.10                           Compliance
with Laws


 


User shall comply, at its expense, with all applicable laws regarding
the provision of local number portability and all applicable rules, regulations
and rules of the FCC, and the State Commission having appropriate
jurisdiction over User or its business. 
Contractor shall propose a


 





















 


Statement of Work to cover the costs, if any, incurred by Contractor in
taking any actions to comply with such laws, regulations or rules, but shall
not undertake any of the work set forth in the Statement of Work without User’s
agreement to the Statement of Work.


 


7.11                           Appointment
of Project Representative


 


User shall (i) maintain a Project Representative who shall act as
the primary interface between User and Contractor’s Project Executive with
respect to matters arising under this Agreement and (ii) notify Contractor
of any changes in the identity of such designee.  User’s initial Project Representative and
Contractor’s Project Executive are identified in Attachment D to this
Agreement.


 


7.12                           Statements
of Work


 


User may order services from Contractor in connection with special,
one-time situations that require additional staffing and resources to perform
such services which lie outside the scope of the Services or require that work
be performed on an over-time basis; provided, however, that User
hereby agrees that any such requests of Contractor shall be made through
Customer pursuant to Section 7.13 below. 
Contractor’s rates and charges are referenced in Section 13.4(f) of
the Master Contract.


 


7.13                           Interface
with Customer on Master Contract Issues


 


User shall make any requests for Additional Services and Statements of
Work (as described in Section 13.4 of the Master Contract) under the
Master Contract and coordinate any other activities under the Master Contract
through Customer’s Project Executive.  As
of the date hereof, Customer’s Project Executive is identified in Attachment D
to this Agreement.


 


ARTICLE 8 - CONDITIONS TO SERVICE
ESTABLISHMENT


 


Contractor shall on or after the Acceptance Date provide the Services
of uploading and downloading telephone numbers to User hereunder upon
satisfaction by User of each of the following conditions, unless otherwise
waived by Contractor in writing (the date on which such services are first
provided hereunder being referred to herein as the “Service Establishment Date”):


 


(a)                                  all of the
information in the Application is true and correct in all material respects as
of such date;


 


(b)                                 successful completion
of testing of User’s Certified System pursuant to the Turnup Test Plan (and, if
applicable, Network Testing) and Section 6.3 hereof; and


 


(c)                                  completion of
training of User’s personnel pursuant to Section 7.5 hereof.


 





















 


ARTICLE 9 - CONFIDENTIAL INFORMATION


 


During the term of this Agreement, either Party may receive or have
access to Confidential Information of the other Party or of other Users.  Except as provided in Section 7.6
hereof, the Receiving Party shall not, without first receiving the Disclosing
Party’s written consent, disclose to any Third Party, or use for any purpose
other than the performance of its obligations under this Agreement, any
Confidential Information, or information or materials developed by the
receiving Party based on Confidential Information, that it has received or to
which it has had access during the term of this Agreement. Each Party shall use
no less than the same means (but in any event not less than reasonable means)
it uses to protect its similar confidential and proprietary information to
prevent the disclosure and to protect the confidentiality of the Confidential
Information of the other Party and other Users.


 


ARTICLE 10 - TERMINATION; FORCE MAJEURE


 


10.1                           Termination


 


This Agreement shall terminate upon the occurrence of the following:


 


(a)                                  immediately upon
termination or expiration of the Master Contract in accordance with its terms
(giving effect to any and all renewal(s) of the Master Contract as provided in Article 3
thereof); provided, however, that in the event Customer elects to
extend the Master Contract pursuant to Section 24.2 thereof, then the
Master Contract will not be deemed to have terminated for purposes of this
Agreement until the end of the period of such extension;


 


(b)                                 immediately, if User
is not or ceases to qualify as a Service Provider or User in the Service Area,
or was porting numbers and is no longer porting numbers in the Service Area, or
if User violates any restrictions on use imposed under Section 7.6 hereof;


 


(c)                                  upon written notice
of termination to Contractor for Contractor’s chronic failure to provide the
Services pursuant to Section 16.5 of the Master Contract; or


 


(d)                                 upon written notice of
termination by the non-breaching party to the breaching party following a
breach by a party of its representations and warranties hereunder or a failure
by a party to perform any of its material obligations hereunder (except, in the
case of Contractor, the obligation referenced in Section 10.1(c) hereof),
and where such breach or failure is continuing at the time of the termination
and has continued for a period of at least thirty (30) days following receipt
of written notice of such failure or breach from the non-breaching party;
provided, however, that where such failure or breach (other than with respect
to a payment obligation) cannot reasonably be cured within such thirty (30) day
period, so long as the breaching party is diligently pursuing such cure, the
time for curing such failure shall be extended for such period as may be
necessary for the breaching party to complete such cure.


 





















 


Subject to Section 6.1(k) hereof (and related Section 15.3.
of the Master Contract), upon termination and regardless of any dispute between
the Parties, all property, equipment, data, documents, or other material of
User, excluding User Data necessary in the provision and operation of Services,
pertaining to this Agreement in the possession of Contractor, its employees,
agents or subcontractors, shall be returned to User within fifteen (15) days of
the date of the notice of termination.


 


The termination rights provided to the Parties under this Article 10
are not intended to constitute an election of remedies, and the Party
terminating this Agreement is entitled to any additional rights and remedies
available to it at law or in equity, subject to the limitations and exclusions
in this Agreement.  All rights and
remedies of the Parties herein created or otherwise existing at law or in
equity are cumulative, and the exercise of one (1) or more rights or
remedies shall not be taken to exclude or waive the right to exercise any of
the others.


 


10.2                           Force
Majeure


 


Any failure or delay by User in the performance of its obligations
under this Agreement shall not be a ground for termination hereunder to the
extent such failure or delay was caused, directly or indirectly, by a Force
Majeure Event, as defined in Section 16.6 of the Master Contract. If any
Force Majeure Event occurs with respect to User, rendering the User unable to
access the NPAC/SMS in any manner, the User delayed or unable to perform shall
give immediate notice to Contractor, stating the nature of the Force Majeure
Event and any action being taken to avoid or minimize its effect, and the User
may elect to suspend charges and Services under this Agreement for the duration
of the Force Majeure Event.  Once the
Force Majeure Event ceases, User shall resume performance under this Agreement.


 


ARTICLE 11 - LIMITATIONS OF LIABILITY;
INSURANCE


 


11.1                           Damages


 


Each Party’s liability for damages arising out of its breach of its
obligations under this Agreement shall be limited to direct damages and neither
Party shall have any liability whatsoever for consequential, incidental,
special, punitive or indirect damages (including, without limitation, lost
profits) of the other Party or any Third Party, even if a Party has been
advised of the possibility of such damages; provided, however, that (i) for
purposes of this Agreement, Contractor agrees that the direct damages of the
nature listed in Section 19.1 of the Master Contract shall be “direct
damages” hereunder with respect to User and (ii) the
Parties agree that the limitations and exculpation of liability set forth in
this Article 11 (except for the limitation as to punitive damages) are not
applicable to (a) indemnification claims hereunder, (b) liability
resulting from the gross negligence or willful misconduct of a Party, or (c) any
breach of a Party’s confidentiality obligations hereunder.


 


Notwithstanding the foregoing, with respect to breaches of a Party’s
confidentiality obligations hereunder (a “Confidentiality Breach”), clause (c) of
the foregoing sentence shall not be effective, and a Party’s liability shall be
limited to direct damages, if the breaching Party (a) promptly documents
to the other Party’s reasonable satisfaction, in a writing certified by an 


 





















 


officer of the breaching Party, that the Confidentiality Breach was
inadvertent and not the result of any failure by such Party, its officers,
employees, agents and independent contractors to use all reasonable efforts to
comply with their confidentiality obligations pursuant to this Agreement
(including without limitation compliance with such party’s internal
confidentiality procedures) and (b) uses its best efforts to effect a
prompt cure of such Confidentiality Breach and at its own expense takes all
steps reasonably requested by the other Party to (i) identify the source
or causes of the Confidentiality Breach, (ii) prevent any further such
breaches, (iii) retrieve any Confidential Information which may have been
disseminated in connection with the Confidentiality Breach, (iv) cooperate
in the other Party’s pursuit of legal or equitable remedies against any Third
Parties (including the breaching Party’s employees, agents and independent
contractors) responsible for such breach, and (v) cooperate with the other
party in its efforts to mitigate the effects of the Confidentiality
Breach.  Nothing in this provision shall
limit or be deemed a waiver of any other remedies available to the
non-breaching Party under law, equity or contract with respect to any
Confidentiality Breach.


 


11.2                           Insurance


 


User must maintain (i) Worker’s Compensation insurance as
prescribed by the law of the applicable state, and (ii) commercial general
liability insurance (including contractual liability and products liability
coverage) with combined single limits of at least $2,000,000 for bodily injury
and property damage and with limits of $2,000,000 in the general
aggregate.  User’s policy with respect to
the insurance referred to in (ii) above must be endorsed to name
Contractor as an additional insured and state that “Lockheed Martin IMS is to
be notified in writing at least thirty (30) days prior to any cancellation of,
or change in, the coverage limits.”  User
must furnish certificates evidencing the foregoing insurance coverage with its
Application.


 


11.3                        Self
Insurance


 


User may self insure the risks for which insurance is otherwise
required under this Article 11 upon written request to and approval, in
writing, by Contractor.  Approval by
Contractor of self-insurance shall not be unreasonably withheld and shall be
based upon Contractor’s reasonable assessment that User’s net worth, financial
history and stability appear to be sufficient to satisfy any obligation User
could reasonably be expected to incur during the term of this Agreement.


 


11.4                        Failure to
Maintain Insurance


 


If User fails to maintain the insurance required by this Article 11
without having received Contractor’s approval to self insure pursuant to Section 11.3,
Contractor may, but shall have no obligation to, procure such insurance.  In such event, Contractor shall invoice User
directly for all premiums and other charges incurred in connection therewith
and User shall promptly reimburse Contractor for all such premiums and other
charges incurred by Contractor in obtaining such coverage.


 





















 


ARTICLE 12 - INDEMNIFICATION AND
LIMITATION OF LIABILITY


 


12.1                           Mutual
Indemnification


 


Each Party shall defend against suits, claims and demands and shall
indemnify and hold harmless the other, their officers, directors, employees,
and agents and their successors and assigns against and from any and all
losses, liabilities, damages, and expenses (including, without limitation,
reasonable attorneys’ fees) included in a settlement (between the indemnifying
Party and a Third Party) of such suits, claims or demands, or
awarded to a Third Party by a court or appropriate administrative agency of
competent jurisdiction, including without limitation, those based
on contract or tort arising out of or in conjunction with, but only to the
extent that such losses, liabilities, damages, claims, demands, and expenses
result from or in connection with, (i) personal injury (including death)
or damage to tangible property arising from the negligent or intentional acts
or omissions of the indemnifying Party or its subcontractors, or the officers,
directors, employees, agents, successors and assigns of any of them during the
term of this Agreement, or (ii) assertions under Workers’ Compensation or
similar laws made by persons furnished by the indemnifying Party during the
term of this Agreement or any transition period as provided under Article 24
of the Master Contract.


 


12.2                           Contractor
Indemnification


 


Contractor shall defend, indemnify and hold harmless User and User’s
Affiliates and their officers, directors, employees, and agents and their
successors and assigns against and from any and all losses, liabilities, suits,
damages, claims, demands, and expenses (including, without limitation,
reasonable attorneys’ fees) included in a settlement of such suits (between
Contractor and a Third Party), claims or demands, or awarded to a Third Party
by a court or appropriate administrative agency of competent jurisdiction,
including, without limitation those based on
contract or tort arising out of or in conjunction with, but only to the extent
that such losses, liabilities, damages, claims, demands, and expenses arise out
of, or in connection with, personal injury (including death) or damage to
tangible personal property caused by defective or malfunctioning or improperly
provided Software or Services provided by Contractor during the term of this
Agreement or any transition period as provided under Article 24 of the
Master Contract.  For the purposes of
this Article, Third Party includes a regulatory agency having jurisdiction over
Customer, Members, or Users.


 


12.3                           Procedures


 


The indemnified Party shall promptly notify the indemnifying Party of
any written claim, loss, or demand for which the indemnifying Party is
responsible under this Article and shall cooperate with the indemnifying
Party as reasonably required. An indemnified Party shall be entitled, upon its
request and at its expense, to participate in the defense of any lawsuit
arising from an indemnifiable claim when and for so long as such Party is a
named party to such lawsuit; provided, however, that the indemnified Party may
not settle any such lawsuit without the indemnifying Party’s consent.


 





















 


ARTICLE 13
- ARBITRATION


 


13.1                           Arbitration
Procedures


 


Any dispute arising out of or related to this Agreement, which cannot
be resolved by negotiation, shall be settled by binding arbitration in New
York, New York in accordance with the J.A.M.S/Endispute Arbitration Rules and
Procedures (“Endispute Rules”), as amended by this Agreement.  The costs of arbitration, including the fees
and expenses of the arbitrator, shall be shared equally by the Parties unless
the arbitration award provides otherwise. 
Each Party shall bear the cost of preparing and presenting its case.  The Parties agree that this provision and the
arbitrator’s authority to grant relief shall be subject to the United States
Arbitration Act, 9 U.S.C. 1-16 et seq. (“USAA”), the provisions of this
Agreement, substantive law, and the ABA-AAA Code of Ethics for Arbitrators in
Commercial Disputes.  The Parties agree
that the arbitrator shall have no power or authority to make awards or issue
orders of any kind that provides for punitive or exemplary damages.  The arbitrator’s decision shall follow the
plain meaning of this Agreement and the relevant documents, and shall be final
and binding. The arbitrator shall render a written and reasoned opinion setting
forth both findings of fact and conclusions of law.  The award may be confirmed and enforced in
any court of competent jurisdiction.  All
post proceedings shall be governed by the USAA. 
Any Party may appeal a decision of the arbitrator to the FCC or a State
Commission, if the matter is within the jurisdiction of the FCC or a State
Commission.  Any Party aggrieved by a
decision on appeal to the FCC or a State Commission may exercise the right to
obtain judicial review thereof in accordance with applicable law.


 


13.2                           Exclusions
from Arbitration


 


The following disputes shall not be subject to arbitration under this Article 13,
but shall be subject to i) such recourse and remedies set forth herein or ii)
where no specific recourse and remedies are set forth, such recourse and
remedies as are available at law or in equity:


 


(a)                                  disputes arising
under this Agreement with respect to the delivery of Services consistent with
the Service Levels and/or in conformity with the Specifications. Such disputes,
if any, shall be referred by User to Customer for resolution with Contractor
pursuant to the dispute resolution procedures set forth in Article 26 of
the Master Contract; except that, User may bring an action regarding Customer’s
resolution of such dispute before the FCC, NANC or any state regulatory agency
having jurisdiction over the NPAC/SMS; or,


 


(b)                                 disputes arising under
this Agreement or the Master Contract concerning how Customer has allocated
charges to Users under the Allocation Model, which disputes, if any, (i) may
be referred to Customer for resolution and User may bring an action regarding
Customer’s resolution of such dispute before the FCC, NANC or any state
regulatory agency having jurisdiction over the NPAC/SMS, or (ii) may be
brought before any regulatory agency having jurisdiction thereof; or,


 





















 


(c)                                  disputes in
circumstances where the time required for arbitration would cause irreparable
harm; or,


 


(d)                                 any dispute between
the owner of User Data and User regarding misuse of the subject User Data; or,


 


(e)                                  any other disputes
which the Parties agree in writing to exclude from arbitration.


 


13.3                           Joinder
to Arbitration under Master Contract


 


Upon written notice to User, either Contractor, Customer, any other
User or any arbitrator appointed under Section 26.2 of the Master Contract
may join User to, or User may unilaterally join, any arbitration brought under
the Master Contract where User’s presence in the arbitration is necessary for
complete relief, and User hereby agrees to submit to the jurisdiction of the
arbitrator in such instance.


 


ARTICLE 14 - ASSIGNMENT


 


(a)                                  User
may not assign or otherwise transfer all or a portion of its rights or
obligations under this Agreement without the prior written consent of
Contractor, which consent shall not be unreasonably withheld or delayed, except
that User may, without the consent of Contractor, make such an assignment or
transfer to an affiliate or subsidiary of User or a Third Party; provided that
such affiliate, subsidiary or Third Party is a Service Provider or User that
meets the criteria in the Application and User shall remain the ultimate
obligor with respect to any assigned or transferred obligations; provided
further, that such assignment is not prohibited by law, rule or order of
the FCC or other regulatory agencies having jurisdiction over the Services.


 


(b)                                 Contractor
may not assign or otherwise transfer all or a portion of its rights or
obligations under this Agreement, unless such assignment is to a party to whom
Contractor has assigned its rights and obligations under the Master Contract in
accordance with the terms and conditions of the Master Contract, in which case,
no consent to such assignment is required from User.


 


(c)                                  Except
as otherwise expressly provided herein, this Agreement shall inure to the
benefit of and shall bind the heirs, executors, personal representatives,
administrators, successors and assigns of Contractor and User.


 


ARTICLE 15 - REGULATORY


 


Contractor expressly recognizes that User and the NPAC/SMS are or may
be subject to certain federal and state statutes and rules and regulations
promulgated thereunder, as well as rules, regulation, orders, opinions,
decisions and possible approval of the FCC and other regulatory bodies having
jurisdiction over User and the NPAC/SMS. 
The Parties acknowledge that this Agreement is subject to changes and
modifications required as a result of any of the foregoing; provided, however,
that the Parties hereby agree that this Agreement shall remain in full force
and effect in accordance with its terms and each of the Parties hereto shall
continue to perform all of its respective obligations hereunder in accordance
with the terms hereof until Contractor and


 





















 


Customer can agree upon any amendment that may be required hereto as a
result of any such regulatory change. 
Notwithstanding the foregoing, User acknowledges that (i) certain
regulatory changes could result in termination of the Master Contract by
Customer (as discussed in Section 25.1 of the Master Contract) and, in
turn, this Agreement (pursuant to Section 10.1(a) hereof), and (ii) that
neither Customer nor Contractor shall have any liability to User at law or in
equity as a result of such termination. 
The Parties shall cooperate fully with each other and Customer in
obtaining any necessary regulatory approvals of the NPAC/SMS and in any other
regulatory proceedings regarding the NPAC/SMS or the Services hereunder.


 


ARTICLE 16 - NO CUSTOMER LIABILITY


 


USER ACKNOWLEDGES AND AGREES THAT CUSTOMER IS ENTITLED, IN ITS SOLE AND
COMPLETE DISCRETION, TO EXERCISE OVERSIGHT OF CONTRACTOR’S COMPLIANCE WITH THE
MASTER CONTRACT, TO NEGOTIATE AMENDMENTS TO THE MASTER CONTRACT AND TO
TERMINATE THE MASTER CONTRACT IN ACCORDANCE WITH ITS TERMS.  NOTWITHSTANDING THE FOREGOING, IN EACH
INSTANCE, USER AGREES THAT, EXCEPT AS PROVIDED IN SECTIONS 13.2(a) AND
13.2(b) HEREOF, IT HAS NO CAUSE OF ACTION OF ANY TYPE OR CHARACTER AGAINST
CUSTOMER AND THAT IT SHALL MAKE NO CLAIM, UNDER ANY THEORY OF LIABILITY
INCLUDING WITHOUT LIMITATION, ANY CONTRACT CLAIM, CLAIM FOR ANY CAUSE
WHATSOEVER INCLUDING WITHOUT LIMITATION, INTERFERENCE WITH CONTRACTUAL
RELATIONSHIPS OR ANY RELATED CAUSE OF ACTION AGAINST CUSTOMER FOR ITS
ADMINISTRATION, NEGOTIATION OF ANY STATEMENT OF WORK, RENEGOTIATION OR
TERMINATION OF THE MASTER CONTRACT.


 


ARTICLE 17 - NOTICES


 


17.1                           Any
notice or demand which under the terms of this Agreement or under any statute
must or may be given or made by Contractor or the User shall be in writing and
shall be given or made by telegram, tested telex, confirmed facsimile, or
similar communication or by certified or registered mail addressed to the
respective parties as follows:


 


	
  To the User:

  	
   

  	
  (User’s billing address as set forth in
  User’s Application)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attn: 

  	
   

  	
   

  
	
   

  	
   

  	
  Fax No.: 

  	
   

  	
   

  
	
  With a Copy to:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attn: 

  	
   

  	
   

  
	
   

  	
   

  	
  Fax No.: 

  	
   

  	
   

  
								



 





















 


	
  To Contractor:

  	
   

  	
  To Contractor’s Project Executive at the
  address

  set forth on Exhibit I to the Master Contract

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
  Lockheed Martin IMS

  
	
   

  	
   

  	
  1200 K Street NW, 11th Floor

  
	
   

  	
   

  	
  Washington, DC 20005

  
	
   

  	
   

  	
  Attn: Mr. Joseph Franlin

  
	
   

  	
   

  	
  Fax No.: (202) 408-5922

  



 


17.2                           All notices or other communications shall be deemed
effectively given: (a) when delivered, if personally delivered, including
courier or overnight delivery (except that notices received after 3:00 p.m.
local time will be deemed received on the following Business Day); (b) on
the date of delivery (or, if refused, the refusal date shown on the return
receipt) if mailed certified or registered mail, return receipt requested; or (c) four
(4) days after mailing if mailed first class.


 


ARTICLE 18 - GENERAL


 


18.1                           Relationship
of the Parties


 


Nothing contained in this Agreement shall be deemed or construed as
creating a joint venture or partnership between Contractor and the User.  Neither Party is, by virtue of this
Agreement, authorized as an agent, employee or legal representative of the
other.  Except as specifically set forth
herein, neither Party shall have power to control the activities and operations
of the other and their status is, and at all times will continue to be, that of
independent contractors.  Neither Party
shall have any power or authority to bind or commit the other.


 


18.2                           Headings


 


The Article/Section headings contained herein are for purposes of
convenience only and shall not be deemed to constitute a part of this Agreement
or to affect the meaning or interpretation of this Agreement in any way.


 


18.3                           Third-Party
Beneficiaries


 


(a)                                  The
Parties agree that Customer shall be a third party beneficiary under
Article/Sections 7.6, 7.7, 9, 10.1, 13, and 16 of this Agreement.  Customer shall have the right to enforce such
provisions in its own name; provided, however, any dispute between Customer and
User shall be subject to the arbitration provisions of Article 13 as if
Customer were the Contractor.


 


(b)                                 The
Parties agree that any owner of User Data shall be a third party beneficiary
under Section 7.6 of this Agreement with respect to the misuse of such
owner’s User Data by User hereunder. 
Such owner shall have the right to enforce such provisions in its own
name.  Any dispute between the owner of
User Data and User regarding misuse of the such User Data, however, shall not
be subject to the arbitration provisions of Article 13.


 





















 


(c)                                  Except
as provided in Section 18.3(a) and (b) with respect to Customer,
the Parties do not intend to create or vest any rights in any Third Parties,
other than Customer.


 


18.4                           Compliance
with Laws


 


Contractor and all persons furnished by Contractor shall comply at
their own expense with all applicable federal, state, local and foreign laws,
ordinances, regulations and codes, including identification and procurement of
required permits, certificates, licenses, insurance, approvals and inspections
in performance under this Agreement. 
Contractor agrees to indemnify the User for any loss or damage that may
be sustained by reason of any failure to do so.


 


18.5                           Severability


 


If any provision of this Agreement shall be held invalid or
unenforceable, such provision shall be deemed deleted from the Agreement and
replaced by a valid and enforceable provision which so far as possible achieves
the Parties’ intent in agreeing to the original provision.  The remaining provisions of the Agreement
shall continue in full force and effect.


 


18.6                           Survival


 


All obligations that by their nature survive the expiration or
termination of this Agreement, including, but not limited to, Article 9 -
Confidential Information, Section 11.1, Article 12 - Indemnification, Article 13
- Arbitration and Article 16 - No Customer Liability, shall remain in
effect after its expiration or termination until such obligations expire
according to their respective terms.


 


18.7                           No
Releases Required


 


Neither Party shall require waivers or releases of any personal rights
from representatives of the other in connection with visits to its premises and
both Parties agree that no such releases or waivers shall be pleaded by them or
third persons in any action or proceeding.


 


18.8                           Advertising
or Publicity


 


Neither Party shall identify, either expressly or by implication, the
other Party or its corporate affiliates or use any of their names, trade names,
service marks, or other proprietary marks in any advertising, sales
presentations, news releases, releases to any professional or trade
publication, advertising, or other promotional materials without such other
Party’s prior written consent, which shall not be unreasonably withheld or
delayed, or for any other purpose.


 





















 


18.9                           Governing
Law


 


This Agreement, including all matters relating to the validity,
construction, performance and enforcement thereof, shall be governed by the
laws of the State of New York without giving reference to its principles of
conflicts of law.


 


18.10                     Attorney’s
Fees


 


The Party substantially prevailing in any legal action between the
Parties concerning this Agreement shall receive reimbursement of its reasonable
attorney’s fees and court costs incurred by the other Party.


 


ARTICLE 19 - ENTIRE AGREEMENT


 


This Agreement, together with the Master Contract, 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 Agreement may
not be amended except by the mutual written agreement of the Parties, and the
written consent of Customer


 





















 


IN WITNESS WHEREOF,
the Parties have caused this Agreement to be executed by their duly authorized
representatives effective as of the Effective Date.


 


	
  USER

  MARTIN IMS

  	
   

  	
  LOCKHEED

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
   

  	
   

  	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name: 

  	
   

  	
   

  	
   

  	
  Name: 

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title: 

  	
   

  	
   

  	
   

  	
  Title: 

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date: 

  	
   

  	
   

  	
   

  	
  Date: 

  	
   

  	
   

  
														



 





















 


ATTACHMENT
A


 


Application
for Services


 


[Copy of User’s Application for
Services to be attached]


 





















 


ATTACHMENT
B


 


Master
Contract for Services


 


[Copy of Master Contract for
Services


is supplied contemporaneous
with providing User this User Agreement]


 





















 


ATTACHMENT
C


 


Test Schedule for
User Certified System


 


[Copy of Test Schedule pursuant
to Sections 6.3 and 7.3(b) to be attached]


 





















 


ATTACHMENT
D


 


Key
Personnel


 


1.                                       INTRODUCTION


 


This Attachment identifies the current
representatives of the companies.


 


2.                                       CONTRACTOR


 


The following is the current Project
Executive for Contractor:


 


	
  Name: 

  	
   

  	
   

  
	
   

  
	
  Phone: 

  	
   

  	
   

  



 


3.                                       USER


 


The following is the current Project
Representative for User:


 


	
  Name: 

  	
   

  	
   

  
	
   

  
	
  Phone: 

  	
   

  	
   

  



 


4.                                       CUSTOMER


 


The following is the current Project
Executive for Customer:


 


	
  Name: 

  	
   

  	
   

  
	
   

  
	
  Phone: 

  	
   

  	
   

  



 





















 


EXHIBIT 
K


 


 


EXTERNAL
DESIGN


 


NPAC/SMS
SERVICES


 


 


[Due to its length, this
document is not attached.

The Response to the RFP is available on the internet at

http://www.npac.com/secure/docs/SPExtDesignV1_4.doc

A copy is also


available upon request for the
cost of copying and handling from


NECAC, by request made to the
attention of Carville Collins]


 





















 


EXHIBIT 
L


 


 


ADDITIONAL
TERMS AND CONDITIONS OF SOFTWARE LICENSE


 





















 


EXHIBIT L


 


ADDITIONAL
TERMS AND CONDITIONS OF LICENSE


 


In addition to the terms and conditions set forth in Section 9.2
or 9.3 of the Agreement, as applicable, the license of the Object Code and
Source Code for the NPAC/SMS Software granted to Customer under Section 9.2
or 9.3 shall include the following terms and conditions:


 


(a)                                 The
licensee shall be Customer (or its permitted successors or assigns), and is
non-transferable and non-exclusive.


 


(b)                                The
license shall be for use only in connection with providing services similar to
the Services to the Users or to any other entity performing a function similar
to that of Customer for use in creating, managing and operating a data center
similar to the NPAC/SMS Data Center for the Service Area as it exists at the
time of the grant of the license.  In
addition to the above, at the time of the grant of the license, Contractor
shall deliver to Customer a current copy of the NPAC/SMS data base records in
machine readable format as well as in a format compatible with the current
version of the NPAC/SMS Software.


 


(c)                                 The
license shall authorize Customer to use, modify, enhance and copy the NPAC/SMS
Software to the extent necessary or appropriate under the rights granted in
paragraph (b) above.  All other
rights shall be reserved to Contractor.


 


(d)                                The
license shall be subject to a confidentiality agreement that incorporates the
same confidentiality provisions set forth in Article 15 of the
Agreement.  All persons accessing the
Object Code or Source Code (including any subcontractor or Successor Contractor
personnel) shall be required to sign such confidentiality agreement directly in
favor of Contractor (a copy of which shall be delivered to Contractor).


 


(e)                                 Any
sublicense shall be conditioned on the sublicensee’s written acceptance of all
of the terms and conditions of the license to provide Customer the services set
forth in paragraph (b) above and acknowledgment that Contractor is an
intended third party beneficiary of sublicensee’s acknowledgment.


 


(f)                                   The
license shall be terminable at will by Customer, and by Contractor for a
material breach of license terms by Customer, its representatives, agents or
sublicensees, which breach cannot be cured within thirty (30) days; provided,
however, that where such breach (other than with respect to a payment
obligation) cannot be reasonably cured within such thirty (30) day period, so
long as Customer is diligently pursuing such cure, the time for curing such
breach shall be extended for such period as may be reasonably necessary for
Customer to complete such cure. 
Notwithstanding the foregoing, with respect to breaches of the obligations
with respect to maintaining the confidentiality of the Software (a


 





















 


“Confidentiality Breach”), Contractor may not
terminate this license solely on the basis of a Confidentiality Breach (a) which
does not create a material adverse effect to Contractor’s business and (b) where
Customer has promptly documented to Contractor’s reasonable satisfaction, in a
writing certified by an officer of Customer, that the Confidentiality Breach
was inadverte nt and not the result of any failure by Customer, its officers,
employees, agents and independent contractors to use all reasonable efforts to
comply with their confidentiality obligations to Contractor pursuant to this
Agreement (including without limitation compliance with internal Customer
confidentiality procedures).


 


In the event of any Confidentiality Breach,
Customer shall use its best efforts to effect prompt cure of such
Confidentiality Breach and shall at its own expense take all steps reasonably
requested by Contractor to (a) identify the source or causes of the
Confidentiality Breach, (b) to prevent any further such breaches, (c) to
retrieve any Contractor materials which may have been disseminated in
connection with the Confidentiality Breach, (d) to cooperate in Contractor’s
pursuit of legal or equitable remedies against any third parties (including
Customer’s employees, agents and independent contractors) responsible for such
breach, and (e) to cooperate with Contractor’s efforts to mitigate the
effects of the Confidentiality Breach. 
Customer’s compliance with this subparagraph shall be a condition for
Contractor’s obligation to limit its termination rights hereunder.


 


Nothing in this clause (f) shall limit
or be deemed a waiver of any other remedies available to Contractor under law,
equity or contract with respect to any Confidentiality Breach or other breach
by Customer of this Agreement.


 


(g)                                Contractor
will not cause the NPAC/SMS Software to contain any feature which would render
inaccessible or materially impair in any way the operation of the Object Code
and Source Code (including, but not limited to, software locks or drop-dead
devices).  Contractor warrants that the
NPAC/SMS Software in the form licensed will substantially perform in compliance
with the specifications for ninety (90) days from the date of delivery.  Except in circumstances where the license is
granted following a termination of the Agreement as a result of a breach caused
by failure of the NPAC/SMS Software to perform in accordance with the
Specifications (a “Software Failure License”), Contractor warrants that the
NPAC/SMS Software in the form licensed is accurate and complete as to the
software run on the NPAC/SMS Production Computer System at the time of
delivery.  Except with respect to a Software
Failure License, Contractor warrants that the NPAC/SMS Software in the form
licensed can be compiled and run by a programmer reasonably expert in the field
and using software tools, libraries, compilers, etc. that are commercially
available as of the date of the last release of the NPAC/SMS Software.  Otherwise the license provided herein shall
be “as is”.  Contractor shall only be
obligated to provide support, maintenance and training if the parties reach
mutual agreement therefor, including providing for payment for such services.


 





















 


(h)                                Contractor’s
indemnification for infringement shall be as set forth in Article 18 of
the Agreement.  However, such
indemnification for infringement shall not apply to the extent the infringement
would not have occurred absent modifications, enhancements, combinations or
other actions taken by Customer or its sulicensee or any of their
representatives, agents or subcontractors.


 


(i)                                    Customer
shall covenant to cooperate with Contractor in connection with any breaches of
license terms by Customer representatives, agents and sublicensees, including
former employees of such representatives, agents and sublicensees who are given
Source Code access and subsequently leave such employ.


 


(j)                                    Notwithstanding
the license, Contractor shall retain ownership of and all rights in the Source
Code and Object Code, subject only to license to Customer (and rights granted
others by Contractor).  Customer shall
own modifications it makes pursuant to the license, subject to Contractor’s
ownership of underlying code and documentation. Customer shall not transfer or
license its modifications of Source Code to the extent such transfer or license
would include or reveal any portion of the Source Code or any of Contractor’s
Confidential Information.


 


(k)                                 Upon
termination of the license: (i) Customer shall return or destroy, at
Contractor’s option, all copies of the Source Code and Object Code in all media
and any other materials containing part or all of the Source Code, except for
Customer owned modifications, enhancements and related work product; (ii) Customer
shall provide Contractor with a complete copy of all Source Code release/access
records with respect to the Source Code, as well as any fee or royalty-related
records requested by Contractor in connection with a final royalty audit; and (iii) Customer
obligations of confidentiality survive any termination.


 


(l)                                    The
insurance requirements set forth in Article 20 shall remain in full force
during the term of the license.


 


(m)                              The
royalty for use of the NPAC/SMS Software and related Documentation (the “Royalty”)
shall be paid monthly in advance in an amount equal to one-sixtieth of the
Unrecovered Software Cost (as determined below).


 


(n)                                 Defined
Terms for Royalty.


 


Contractor shall, upon request for a license
at the time of termination of the NPAC/SMS Agreement, calculate the amount of
the Royalty.  For purposes of determining
the Royalty, the following terms shall have the meanings specified:


 


“Unrecovered Software Costs” shall equal one
quarter of (i) the product of the total Development Costs multiplied by
the Applicable Margin Factor, less (ii) aggregate Software Revenue.


 





















 


“Development Costs” shall mean the aggregate
amount of all costs incurred by Contractor in designing, coding, developing,
testing, implementing, maintaining and enhancing the NPAC/SMS Software and
related Documentation before or during the term of this Agreement, but
excluding Statements of Work Development Costs.


 


“Statements of Work Development Costs” shall
mean reimbursable Development Costs incurred by Contractor in the performance
of its obligations under Statements of Work for one or more Centralized NPAC
LLCs or any user of the NPAC/SMS Software for whom a Centralized NPAC LLC is a
liaison to Contractor.


 


“Applicable Margin Factor” shall be the quotient
of (i) one (1) divided by (ii) the remainder of one (1) minus
the Reasonable Margin (expressed as a decimal equivalent of the percentage,
i.e., for a Reasonable Margin of 6%, use .06).


 


“Reasonable Margin” shall mean the quotient
(expressed as a percentage) of (i) Total LNP Revenue, less the sum of all
direct costs of providing the Services to all Centralized NPAC LLCs for the
period for which Total LNP Revenue was calculated, divided by (ii) Total
LNP Revenue.  For purposes of this
calculation, “direct costs” shall be calculated in accordance with generally
accepted accounting principles applied on a consistent basis throughout the
term of the NPAC/SMS Agreement.


 


“Total LNP Revenue” shall mean all revenue of
Contractor under Article 6 of any NPAC/SMS Agreement with any Centralized
NPAC LLC (such agreements, the “Centralized NPAC Agreements”) related to the
provision of Services by Contractor to the Centralized NPAC LLCs during the
twelve months ended on the last day of the last fiscal quarter ending prior to
termination of the NPAC/SMS Agreement.


 


“Software Revenue” shall mean the dollar
amount which is the product of (i) the Software Cost Percentage multiplied
by (ii) the sum of (A) the aggregate of (x) all TN Porting Event
charge revenue received by Contractor under any of the Centralized NPAC
Agreements and (y) the aggregate amount of any and all Allocable Target
Shortfall Amounts (as defined in Section 6.6 of each Centralized NPAC
Agreement) received by Contractor under a Centralized NPAC Agreement.


 


“Software Cost Percentage” shall be the
quotient (expressed in terms of a percentage) of the aggregate amount of
Development Costs divided by the aggregate costs, excluding Reimbursed
Development Costs, incurred by Contractor (before or during the term of the
NPAC/SMS Agreement) in providing that portion of the Services (as defined in
each of the Centralized NPAC Agreements) that is billed for via the TN Porting
Event charge.


 


(o)                                 Customer
may, upon request made within 30 days of receiving Contractor’s determination
of the Aggregate Royalty, have Contractor’s determination of the Royalty
reviewed by a neutral Third Party.  Upon
Customer’s request, Contractor and Customer shall mutually determine a Third
Party to review Contractor’s determination of the Royalty.  Either Party shall have reasonable grounds to
oppose the selection of the Third Party nominated by the other on the basis of
ongoing relationships between the Party, or its members or affiliates,


 





















 


and the nominated Third Party, and each Party
shall, and shall require the nominee to, disclose to the other Party any such
ongoing relationships.  Once such Third
Party is selected and upon receipt by Contractor of an executed confidentiality
agreement from such Third Party, Contractor shall provide the Third Party
access to the books and records of Contractor and supporting materials as is
reasonably necessary to audit Contractor’s determination of the Royalty.  If the Third Party concludes that Contractor’s
determination of the Royalty is incorrect the Royalty shall be the lesser of
the amounts determined by the Contractor and the Third Party, retroactive to
the granting of the license.


 


(p)                                 All
disputes between Contractor and Customer with respect to the license herein or
matters relating hereto shall be resolved in accordance with the dispute
resolution mechanism provided in the Agreement.


 





















 


EXHIBIT 
M


 


 


SOFTWARE
ESCROW AGREEMENT


 


NPAC/SMS
SERVICES


 


















 





 


Preferred Agreement


 


The
Preferred Agreement caters to those customers who demand more sophisticated
escrow arrangements.  It is a three-party
contract that involves constant administration by DSI and frequent
correspondence between DSI, the depositor and the beneficiary.  The depositor and beneficiary will receive
signed confirmations from DSI that every deposit has been inspected; an account
history report every six months to notify them of  the status of the escrow; and ongoing
monitoring services to ensure compliance of contract terms.


 


Purpose


DSI’s Preferred Agreement is generally used when:


•                  Both parties
agree that a high level of escrow protection is needed.


•                  The
beneficiary wants to sign the agreement.


•                  The
beneficiary wants the option to request a release of deposit materials directly
from DSI.


•                  The
beneficiary wants to negotiate unique release conditions, such as loss of
support.


 


Features


Preferred customers benefit from these unique
features:


•                  Tailored
release conditions.


•                  Modification
of terms for unique requirements.


•                  Written
notification detailing the contents of the initial deposit and each update.


•                  Semi-annual
account histories listing all deposit activity.


•                  DSI direct
billing to beneficiary.


•                  Technical
verification options.


•                  Audit rights
to both parties.


•                  Audit trail
of deposit created through inspection, and date stamping of all deposit
materials.


•                  Deposit
inspection with signed receipt for both the depositor and beneficiary.


•                  Grant of use
rights and deposit content definition.


 


Customers who want DSI’s premier escrow service
should choose the Comprehensive Preferred Agreement which provides these
additional features:


 


•                  Basic
verification of deposit materials. This includes documentation of the hardware
and software environments needed to read the computer media, maintain the
source code, and compile the source code.


•                  Continual
deposit maintenance in which DSI notifies the depositor semi-annually to make
updates.  DSI then notifies the
beneficiary of any update activity.


•                  Unlimited
deposit updates and/or replacements, plus one additional storage unit.


 


San Francisco • Boston • New York
• Chicago • Dallas • Atlanta • San Diego • Los Angeles • Toronto • London


For More Information Call: (800)
962-0652 or Visit Us At www.dsiescrow.com


 





















 


EXHIBIT  M


 


SOFTWARE
ESCROW AGREEMENT


 


Account Number               


 


THIS SOFTWARE ESCROW AGREEMENT
(“Agreement”) is made and entered into this        
day of            ,              
(“Effective Date”) by and among DSI Technology Escrow Services Inc., a Delaware
corporation, having offices at 2100 Norcross Parkway, Suite 150, Norcross,
Georgia 30071 (“Escrow Agent”), NeuStar, Inc., a Delaware corporation,
having its principal offices at 46000 Center Oak Plaza, Sterling, VA 20166, USA
(“Contractor”), and North American Portability Management, L.L.C., an Illinois
limited liability company, having offices at                                 
(“Customer”).


 


RECITALS


 


A.                                   Contractor
and Customer have entered into that certain amended and restated Agreement for
Number Portability Administration Center/Service Management System dated as of
November, 7, 1997 (as it may be amended from time to time, the “NPAC/SMS
Agreement”; all capitalized terms used herein shall have the meanings ascribed
therein).


 


B.                                     Under
certain circumstances following the termination of the NPAC/SMS Agreement,
Customer is entitled to receive a copy of and a limited license to use the
NPAC/SMS Software in accordance with Sections 9.2 and 9.3 of the NPAC/SMS
Agreement.


 


C.                                     Contractor
and Customer agree and hereby establish an escrow with Escrow Agent to provide
for the retention and administration of the Escrow Materials (described below)
pursuant to the following terms and conditions.


 


AGREEMENT


 


1.                                      Deposits


 


Section 1.1                                   Obligation
to Make Deposit.  Upon the signing of
this Agreement by the parties, Contractor shall deliver to Escrow Agent copies
of the NPAC/SMS Software and all NPAC/SMS Software related documentation (the “Escrow
Materials”) as required by Section 9.4 of the NPAC/SMS Agreement.  The Escrow Materials shall include at least
those materials described in Exhibit A attached hereto.


 


Section 1.2                                   Identification of Tangible Media.  Prior to the delivery of the Escrow Materials
to Escrow Agent, Contractor shall conspicuously label for identification each
document, schematic, magnetic tape, disk, or other tangible media comprising
the Escrow Materials.  Additionally,
Contractor shall complete Exhibit B, which shall identify Escrow Materials
by the item label description, the type of media and the quantity.  At the time of


 





















 


deposit, Exhibit B must be completed and signed by Contractor and
delivered to Escrow Agent with the Escrow Materials.  Unless and until Contractor makes the initial
deposit with Escrow Agent, Escrow Agent shall have no obligation with respect
to this Agreement, except the obligation to notify the parties regarding the
status of the deposit account as required in Section 2.2 below.


 


Section 1.3                                   Deposit Inspection. 
When Escrow Agent receives the Escrow Materials and Exhibit B,
Escrow Agent will conduct a deposit inspection by visually matching the
labeling of the tangible media containing the Escrow Materials to the item
descriptions and quantity listed on the Exhibit B. In addition to the
deposit inspection, Customer may elect to cause a verification of the Escrow
Materials in accordance with Section 1.6 below.


 


Section 1.4                                   Acceptance
of Deposit.  At completion of the
deposit inspection, if Escrow Agent determines that the labeling of the
tangible media matches the item descriptions and quantity on Exhibit B,
Escrow Agent will sign Exhibit B and mail a copy thereof to Contractor and
Customer.  If Escrow Agent determines the
labeling does not match the item descriptions or quantity on Exhibit B,
Escrow Agent will (a) note the discrepancies in writing on Exhibit B;
(b) sign Exhibit B with the exceptions noted; and (c) provide a
copy of Exhibit B to Contractor and Customer.  Escrow Agent’s acceptance of the deposit
occurs upon the signing of Exhibit B by Escrow Agent.  Delivery of the signed Exhibit B to
Customer is Customer’s notice that the Escrow Materials have been received and
accepted by Escrow Agent.


 


Section 1.5                                   Contractor’s
Representations.  Contractor
represents and warrants as follows as to each deposit of the Escrow Materials:


 


a.                                       Contractor
lawfully possesses all title, rights, and interest in and to all of the Escrow
Materials deposited with Escrow Agent;


 


b.                                      With
respect to all of the Escrow Materials, Contractor has the right and authority
to grant to Escrow Agent and Customer the rights as provided in this Agreement;


 


c.                                       The
Escrow Materials are not subject to any lien or other encumbrance as of the
date hereof,


 


d.                                      The
Escrow Materials consist of all materials required by the NPAC/SMS Agreement to
be deposited with Escrow Agent; and


 


e.                                       The
Escrow Materials are readable and useable in their current form or, if any
portion of the Escrow Materials are encrypted, the decryption tools and
decryption keys have also been deposited.


 


Section 1.6                                   Verification.  Customer shall have the right at any time, at
Customer’s expense, to verify itself, or if the Escrow Materials have been
delivered to Escrow Agent, cause a verification by Escrow Agent of, any Escrow
Materials, including inspection and testing of the Escrow Materials.  A verification determines, in different
levels of detail, the accuracy, completeness and sufficiency of the Escrow
Materials and quality of the media. 
Customer shall


 





















 


notify Contractor and Escrow Agent in writing of Customer’s request for
verification no less than twenty one (21) 
days prior to such verification. 
Contractor shall have the right to be present at the verification.


 


Section 1.7                                   Deposit
Updates.  Unless otherwise provided
by the NPAC/SMS Agreement, Contractor shall update the Escrow Materials within
sixty (60) days of each release of a new version of the product, which is
subject to the NPAC/SMS Agreement.  Such
updates will be added to the existing deposit. 
Contractor shall update the Escrow Materials (e.g., Enhancements and
Maintenance Modifications to any Escrow Materials previously deposited), within
sixty (60) days after each release of a new version (i.e., when change is
placed in production), which is subject to the NPAC/SMS Agreement.  Such updates will be added to the existing
deposit. The information provided on Exhibit A and Exhibit B shall be
revised to reflect any updates.  The
processing of all deposit updates shall be in accordance with Section 1.2
through Section 1.6 above.  All
references in this Agreement to the Escrow Materials shall include the initial
Escrow Materials and any updates made pursuant to this Section 1.7.


 


Section 1.8                                   Removal
of Escrow Materials.  The Escrow
Materials may be removed, exchanged and/or destroyed only on written
instructions signed by Contractor and Customer, or as otherwise provided in
this Agreement.


 


2.                                      Confidentiality and Record Keeping


 


Section 2.1                                   Confidentiality.  Escrow Agent shall maintain the Escrow
Materials in a secure, environmentally safe, locked facility which is accessible
only to authorized employees of Escrow Agent. Escrow Agent shall exercise at
least the same degree of care in holding the Escrow Materials as it would
exercise in holding its own similar materials, but in any event no less care
than is customary in the industry. 
Except as provided in this Agreement, Escrow Agent shall not disclose,
transfer, make available, or use the Escrow Materials or other information
disclosed to it pursuant to this Agreement. 
Escrow Agent shall not disclose the content of this Agreement to any
third party.  Escrow Agent shall maintain
complete written records of all Escrow Materials deposited with Escrow Agent
and all other documents and records relating to this Agreement.  If Escrow Agent receives a subpoena or other
order of a court or other judicial tribunal pertaining to the disclosure or
release of the Escrow Materials, Escrow Agent will immediately notify the
parties to this Agreement.  It shall be
the responsibility of Contractor and/or Customer to challenge any such order;
provided, however, that Escrow Agent does not waive its rights to present its
position with respect to any such order. 
Escrow Agent will not be required to disobey any court or other judicial
tribunal order.


 


Section 2.2                                   Status
Reports.  Escrow Agent will issue to
Contractor and Customer a report profiling the history of the deposit account
created hereunder at least semi-annually. 
Escrow Agent may provide copies of the account history pertaining to
this Agreement upon the request of any party to this Agreement.


 


Section 2.3                                   Audit Rights.  During
the term of this Agreement, Contractor and Customer shall each have the right
to inspect the written records of Escrow Agent pertaining to


 





















 


this Agreement.  Any inspection
shall be held during normal business hours and following reasonable prior
notice.


 


3.                                      Grant of Rights to Escrow Agent


 


Section 3.1                                   Title
to Media.  Contractor hereby
transfers to Escrow Agent the title to the media upon which the proprietary
technology and materials are written or stored. 
However, this transfer does not include the ownership of the proprietary
technology and materials contained on the media such as any copyright, trade
secret, patent or other intellectual property rights.


 


Section 3.2                                   Right to Make Copies. 
Escrow Agent shall have the right to make copies of the Escrow Materials
as reasonably necessary to perform this Agreement.  Escrow Agent shall copy all copyright,
nondisclosure, and other proprietary notices and titles contained on the
original Escrow Materials onto any copies made by Escrow Agent.  With all Escrow Materials submitted to Escrow
Agent, Contractor shall provide any and all instructions as may be necessary to
duplicate the Escrow Materials including but not limited to the hardware and/or
software needed.


 


Section 3.3                                   Right
to Release.  As of the Effective Date
of this Agreement, Contractor hereby grants to Escrow Agent the right to
release the Escrow Materials to Customer in accordance with Section 4,
below.  Except upon such a release,
Escrow Agent is not authorized to, and shall not sublicense, assign or
otherwise transfer or release the Escrow Materials.


 


4.                                      Release of Deposit


 


Section 4.1                                   Filing
For Release.  Customer may request
that the Escrow Materials be released by providing to Escrow Agent (i) a
duly executed certificate of an officer of Customer certifying that the
NPAC/SMS Agreement has been terminated under the circumstances where Customer
is entitled to receive a license to the NPAC/SMS Software as set forth in
Sections 9.2 and 9.3 of the NPAC/SMS Agreement (the “Release Condition”) and (ii) a
written request for the release of the Escrow Materials.  Customer shall also provide a copy of each to
Contractor, which shall be forwarded by fax and recognized overnight commercial
courier to the addresses then in effect as provided in the NPAC/SMS
Agreement.  Upon receipt of such
certificate and request, Escrow Agent shall provide a copy of both to
Contractor by fax or recognized same day or overnight commercial courier.


 


Section 4.2                                   Release
of Escrow Materials.  If Escrow Agent
does not receive Contrary Instructions (as defined below) within ten (10) days
following Escrow Agent’s mailing of a copy of the request for release to
Contractor, Escrow Agent shall deliver the Escrow Materials to Customer within
thirteen (13) days of the date of Escrow Agent’s mailing of Customer’s original
request for release; provided, however, that Escrow Agent is entitled to
receive any fees due Escrow Agent before making such release; and provided
further that Escrow Agent mails a copy of the request for release to Contractor
via a recognized overnight commercial carrier. 
This Agreement will terminate upon the release of the Escrow Materials
held by Escrow Agent.  “Contrary
Instructions” for the purposes of this Article 4 shall mean the filing
with Escrow Agent of a duly executed certificate of an officer of Contractor,
stating that the Release Condition has


 





















 


not occurred or has been cured in accordance with the terms of the
NPAC/SMS Agreement.  On delivery of
Contrary Instructions to Escrow Agent, Contractor shall also provide a copy of
each to Customer, which shall be forwarded by fax and recognized overnight
commercial courier to the addresses then in effect as provided in the NPAC/SMS
Agreement.  Upon receipt of Contrary
Instructions, Escrow Agent shall provide a copy thereof to Customer by fax or
recognized same-day or overnight commercial courier.


 


Section 4.3                                   Escrow Agent’s Retention in the Event of a Dispute. If
Escrow Agent timely receives Contrary Instructions, Escrow Agent shall not
release the Escrow Materials and subject to Section 5.2 of this Agreement,
shall continue to store the Escrow Materials until (i) Escrow Agent is
delivered a copy of joint written instructions from Contractor and Customer
dated after the date of Contrary Instructions, or (ii) Escrow Agent is
delivered a copy of an order of the arbitration panel selected by the parties
certified by the delivering party to be the final order of such arbitration
panel, in either case directing the Escrow Agent as to the disposition of the
Escrow Materials.  If the provisions of
either Section 4.1 or this Section are satisfied, Escrow Agent shall
have no right or obligation to evaluate the merits of the demand or refuse to
deliver the Escrow Materials to Customer.


 


Section 4.4                                   Resolution of Specific Dispute Regarding Release. Contractor
shall only dispute the release of the Escrow Materials on the basis that a
Release Condition has not occurred or has been cured in accordance with the
terms of the NPAC/SMS Agreement.  Any
dispute regarding the occurrence and continuation of a Release Condition shall
be resolved in accordance with the provisions of the NPAC/SMS Agreement,
subject to any arbitration being expedited as provided herein.  Within seven (7) days of Contractor’s
delivery of Contrary Instructions, Contractor and Customer shall each identify
to the other (and Escrow Agent) its nominee as arbitrator.  Each party shall instruct its nominee to
select a third arbitrator jointly with the nominee of the other party within
seven (7) days of the selection of the latter of the two (2) arbitrators.  The arbitrators nominated by the parties
shall also be instructed to notify the parties (and Escrow Agent) of the
identity of the third arbitrator within two (2) days after the naming of
the third arbitrator and the arbitration panel shall have authority only to
determine whether or not Escrow Agent shall release the Escrow Materials.  Contractor shall submit its memorandum of fact
and law to the arbitrators and Customer within four (4) days of notice of
the completion of the arbitration panel. 
Customer shall have four (4) days thereafter to submit its
memorandum of fact and law to the arbitrators. 
Thereafter, Contractor shall have three (3) days to submit its
reply to Customer’s memorandum.  The
arbitration panel shall be instructed to commence a hearing on the points at
issue five (5) days following the submission of Customer’s papers, which
hearing shall continue day to day until complete.  If such hearing is not commenced within
thirty-four (34) days from the delivery of the certificate as described in Section 4.1(i) due
to substantial delays demonstrably caused directly and solely by Contractor
without a reasonable basis, then the Escrow Materials shall be immediately
released by Escrow Agent.  Each of
Contractor and Customer shall be allotted not more than four (4) days to
present its principal case at the hearing and Contractor shall be allotted one (1) day
for rebuttal.  In preparing for the
hearing each party agrees to cooperate with the other in allowing expedited
depositions of relevant key witnesses. 
The arbitration panel shall be instructed to rule on the release of
the Escrow Materials at the close of the hearing.  Any other dispute or disagreement between Contractor
and Customer relating to this Escrow Agreement shall be resolved by arbitration
as more fully set forth in Article 26 of the


 





















 


NPAC/SMS Agreement, and subject to Contractor’s right to petition a
court of competent jurisdiction for injunctive relief or a temporary
restraining order in connection with an alleged violation of Contractor’s
intellectual property rights, as provided in the NPAC/SMS Agreement.


 


Section 4.5                                   Effect
of Release. If (i) the Escrow Materials
are released to Customer by the Escrow Agent, and (ii) Contractor
thereafter obtains a final judgment of a court in accordance with the NPAC/SMS
Agreement concluding that termination was wrongful or did not occur or that the
Release Condition did not occur or was cured such that Customer has no right to
be in possession of the Escrow Materials, then Customer shall cause all copies
of any of the Escrow Materials to be promptly delivered to the Contractor.  Customer shall also ensure that all of Customer’s
agreements with third parties to which it discloses the Escrow Materials
include provisions implementing the foregoing return and protective provisions.


 


5.                                      Term and Termination


 


Section 5.1                                   Term
of Agreement.  The term of this
Agreement is year to year, renewing automatically from year to year until such
time as (a) Contractor and Customer jointly instruct Escrow Agent in
writing as to the disposition of the Escrow Materials or (b) this
Agreement is terminated by Escrow Agent for nonpayment in accordance with Section 5.2
or by resignation in accordance with Section 5.3 of this Agreement.  The parties acknowledge that a termination of
the NPAC/SMS Agreement shall not cause a termination of this Agreement.


 


Section 5.2                                   Termination
for Nonpayment.  In the event of the
nonpayment of fees owed to Escrow Agent, Escrow Agent shall promptly provide
written notice of delinquency to Customer and Contractor.   Any party to this Agreement shall have the
right to make the payment to Escrow Agent to cure the default.  If the past-due payment is not received in
full by Escrow Agent within one month of the date of such notice, then Escrow
Agent shall have the right to terminate this Agreement ten (10) days
thereafter by sending written notice of termination to all parties, unless the
past-due payment is made during such ten (10) day period.  Escrow Agent shall have no obligation to take
any other action under this Agreement so long as any payment due to Escrow
Agent remains unpaid.


 


Section 5.3                                   Termination
by Resignation.  Escrow Agent
reserves the right to terminate this Agreement, for any reason, by providing
Contractor and Customer with 60-days’ written notice of its intent to
terminate this Agreement.  Upon such
termination, Contractor has the right to request and receive a refund form DSI
for all prorated charges.  Within the 60-day
period, the Contractor and Customer may provide Escrow Agent with joint written
instructions authorizing Escrow Agent to forward the Escrow Materials to
another escrow company and/or agent or other designated recipient.  If Escrow Agent does not receive said joint
written instructions within 60 days of the date of Escrow Agent’s written
termination notice, then Escrow Agent shall destroy, return or otherwise
deliver the Escrow Materials in accordance with Section 5.4.


 


Section 5.4                                   Disposition of Escrow Materials Upon Termination.  Subject to the foregoing termination
provisions, and upon termination of this Agreement, Escrow Agent shall destroy,
return, or otherwise deliver the Escrow Materials in accordance with Contractor’s


 





















 


instructions.  If there are no
instructions, Escrow Agent may, at its sole discretion, destroy the Escrow
Materials or return them to Contractor.


 


Section 5.5                                   Survival of Terms Following Termination.  Upon any termination of this Agreement, the
following provisions of this Agreement shall survive:


 


a.                    Contractor’s
Representations (Section 1.5).


 


b.                   The obligations
of confidentiality set forth in Section 2.1.


 


c.                    The obligation
to pay Escrow Agent any fees and expenses due.


 


d.                   The provisions
of Section 7.


 


e.                    Any provisions
in this Agreement which specifically state they survive the termination or
expiration of this Agreement.


 


6.                                      Escrow Agent Fees


 


Contractor shall solely be responsible for
and shall pay Escrow Agent its standard


 


fees and expenses applicable to the services provided, as set forth on Exhibit D.  The fees shall be the standard fees charged
by Escrow Agent from time to time. 
Escrow Agent shall notify the parties at least sixty (60) days prior to
any increase in fees.  For any service
not listed on Escrow Agent’s standard fee schedule, Escrow Agent will provide a
quote prior to rendering the service, if requested.  Escrow Agent shall not be required to perform
any service unless the payment for such service and any outstanding balances
owed to Escrow Agent are paid in full. 
Fees are due upon receipt of a signed contract or receipt of the Escrow
Materials whichever is earliest.  If
invoiced fees are not paid, Escrow Agent may terminate this Agreement in
accordance with Section 5.2.


 


7.                            Liability and Disputes


 


Section 7.1                                   Right
to Rely on Instructions.  Escrow
Agent may act in reliance upon any instruction, instrument, or signature
reasonably believed by Escrow Agent to be genuine.  Escrow Agent may assume that only the Customer
Chairperson, designated contact or officer of Contractor and/or Customer who
gives any written notice, request, or instruction has the authority to do
so.  Escrow Agent will not be required to
inquire into the truth or evaluate the merit of any statement or representation
contained in any notice or document. 
Escrow Agent shall not be responsible for failure to act as a result of
causes beyond the reasonable control of Escrow Agent.


 


Section 7.2                                   Indemnification. 
Escrow Agent shall be responsible to perform its obligations under this
Agreement and to act in a reasonable and prudent manner consistent with best
practices and industry standards with regard to this escrow arrangement.  Provided Escrow Agent has acted in the manner
stated in the preceding sentence, Contractor and Customer each agree to
indemnify, defend and hold harmless Escrow Agent from any and all claims,
actions,


 





















 


damages, arbitration fees and expenses, costs, attorneys’ fees and
other liabilities incurred by Escrow Agent relating in any way to this escrow arrangement.


 


Section 7.3                                   Dispute
Resolution.  Any dispute relating to
or arising from this Agreement shall be brought in, and shall be subject to the
jurisdiction of, the appropriate state or federal court located in Chicago,
Illinois.


 


Section 7.4                                   Controlling Law.  This
Agreement is to be governed and construed in accordance with the laws of the
State of Illinois without regard to its conflict of law provisions.


 


Section 7.5                                   Notice of Requested Order. 
If any party intends to obtain an order from any court of competent
jurisdiction which may direct Escrow Agent to take, or refrain from taking, any
action, that party shall:


 


a.                    Give Escrow
Agent at least two (2) business days prior notice of the hearing;


 


b.                   Include in any
such order that, as a precondition to Escrow Agent’s obligation, Escrow Agent
be paid in full for any past-due fees and be paid for the reasonable value of
the services to be rendered pursuant to such order; and


 


c.                    Ensure that
Escrow Agent not be required to deliver the original (as opposed to a copy) of
the Escrow Materials if Escrow Agent may need to retain the original in its
possession to fulfill any of its other escrow duties.


 


8.                                      General Provisions


 


Section 8.1                                   Entire
Agreement.  This Agreement, which
includes the Exhibits described herein, embodies the entire understanding
between all of the parties with respect to its subject matter and supersedes
all previous communications, representations or understandings, either oral or
written.  Escrow Agent is not a party to
the NPAC/SMS Agreement between Contractor and Customer and has no knowledge of
any of the terms or provisions of any such Agreement.  Escrow Agent’s only obligations to Contractor
and Customer are as set forth in this Agreement.  No amendment or modification of this Agreement
shall be valid or binding unless signed by all parties hereto, except Exhibit A
need not be signed by Escrow Agent and Exhibit B need not be signed by
Customer and Exhibit C and D need not be signed.


 


Section 8.2                                   Notices.  Except as provided otherwise herein, all
notices, invoices, payments, deposits and other documents and communications
shall be given to the parties at the addresses specified in the attached Exhibit C.
It shall be the responsibility of the parties to notify each other as provided
in this Section in the event of a change of address.  The parties shall have the right to rely on
the last known address and facsimile number of the other parties.  Any notice provided for or permitted under
this Agreement shall be in writing and will be treated as having been given (i) when
delivered personally, (ii) when sent by confirmed facsimile, (iii) three
days after it’s sent by a recognized commercial courier with written
verification of receipt, or (iv) one week after mailed postage prepaid by
certified or registered mail, return receipt requested, to the party to be
notified, at the address and to the person set forth in Exhibit C, or at
such other place of which,


 





















 


and to the attention of such person of whom, the other party has been
notified in accordance with the provisions of this Section.  All documents and communications may be
delivered by First Class mail. Any correctly addressed notice that is
refused, unclaimed, or undeliverable because of an act or omission of the party
to be notified shall be deemed effective as of the first date that said notice
was refused, unclaimed, or deemed undeliverable by the postal authorities,
messenger, or overnight delivery service.


 


Section 8.3                                   Severability.  In the event any provision of this Agreement
is found to be invalid, voidable or unenforceable, the parties agree that
unless it materially affects the entire intent and purpose of this Agreement,
such invalidity, voidability or unenforceability shall affect neither the
validity of this Agreement nor the remaining provisions herein, and the
provision in question shall be deemed to be replaced with a valid and
enforceable provision most closely reflecting the intent and purpose of the
original provision.


 


Section 8.4                                   Successors.  This Agreement shall be binding upon and
shall inure to the benefit of the successors and assigns of the parties.  However, Escrow Agent shall have no
obligation in performing this Agreement to recognize any successor or assignee
of Contractor or Customer unless Escrow Agent receives clear, authoritative and
conclusive written evidence of the change of parties.


 


Section 8.5                                   Bankruptcy.  Contractor and Customer acknowledge that this
Agreement is an “agreement supplementary to” the NPAC/SMS Agreement as provided
in Section 365(n) of Title 11, United States Code (the “Bankruptcy Code”).  Contractor acknowledges that if either
Contractor (as a debtor in possession) or a trustee in Bankruptcy in a case
under the Bankruptcy Code rejects the NPAC/SMS Agreement or this Agreement,
Customer may elect to retain its rights under the NPAC/SMS Agreement and this
Agreement as provided in Section 365(n) of the Bankruptcy Code.  Upon written request of Customer to
Contractor or the Bankruptcy Trustee, Contractor or such Bankruptcy Trustee
shall not interfere with the rights of Customer as provided in the NPAC/SMS
Agreement and this Agreement, including the right to obtain a copy of the
Escrow Materials from Escrow Agent.


 


Section 8.6                                   Regulations.  Contractor and Customer are responsible for
and warrant compliance with all applicable laws, rules and regulations,
including but not limited to customs laws, import, export, and re-export laws
and government regulations of any country from or to which the Escrow Materials
may be delivered in accordance with the provisions of this Agreement.


 


Section 8.7                                   Waiver.  No failure or delay on the part of the
Contractor, Customer or Escrow Agent in exercising any right, power or remedy
provided herein may be, or may be deemed to be, a waiver thereof; nor any
single or partial exercise of any right, power or remedy preclude any other or
further exercise of such right, power or remedy or any other right, power or
remedy.


 


Section 8.8                                   Assignment.
No party to this Agreement shall assign any right or interest under this Agreement
without the prior written consent of the other parties.


 





















 


	
  NeuStar, Inc.,

  a Delaware corporation

  	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  
						



 


	
  North American Portability Management, LLC

  an Illinois limited liability company

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  
						



 


	
  DSI Technology Escrow Services, Inc.

  a Delaware corporation

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  
						



 





















 


EXHIBIT A


 


MATERIALS
TO BE DEPOSITED


 


Account Number                   


 


 


Contractor represents to Customer that Escrow Materials delivered to
Escrow Agent shall consist of the following:


 


 


	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Contractor

  	
   

  	
  Customer

  
	
   

  	
   

  	
   

  
	
  By: 

  	
   

  	
   

  	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
										



 





















 


EXHIBIT B


 


DESCRIPTION
OF DEPOSIT MATERIALS


 


Contractor Company Name                                                                                                                                                                     


 


Account Number                                                                                                                                                                                      


 


Product Name                                                                                                                          Version                                                     


(Product Name will appear as the Exhibit B
Name on Account History report)


 


ESCROW MATERIAL DESCRIPTION:


 


	
  Quantity

  	
   

  	
  Media Type & Size

  	
   

  	
  Label Description of Each Separate Item

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
                

  	
   

  	
  Disk 3.5” or          

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
                

  	
   

  	
  DAT tape          mm

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
                

  	
   

  	
  CD-ROM

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
                

  	
   

  	
  Data cartridge tape          

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
                

  	
   

  	
  TK 70 or          
  tape

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
                

  	
   

  	
  Magnetic tape         

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
                

  	
   

  	
  Documentation

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
                

  	
   

  	
  Other                                             

  	
   

  	
   

  



 


PRODUCT DESCRIPTION:


Environment                                                                                                                                                                                                   


 


ESCROW MATERIAL INFORMATION:


Is the media encrypted?  Yes /
No   If yes, please include any passwords
and the decryption tools.


Encryption tool name                                                                                                                Version                                                        


Hardware required                                                                                                                                                                                         


Software required                                                                                                                                                                                           


Other required information                                                                                                                                                                            


 


	
  I certify for Contractor
  that the above described

  Deposit Materials have been transmitted to DSI:

  	
   

  	
  DSI has inspected
  and accepted the above

  materials (any exceptions are noted above):

  
	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
   

  	
   

  	
  Signature

  	
   

  	
   

  
	
  Print Name

  	
   

  	
   

  	
   

  	
  Print Name

  	
   

  	
   

  
	
  Date

  	
   

  	
   

  	
   

  	
  Date Accepted

  	
   

  	
   

  
	
   

  	
   

  	
  Exhibit B#

  	
   

  	
   

  
												



 


Send materials to: DSI, 2100
Norcross Parkway, Suite 150, Norcross, GA 30071


(770) 239-9200


 





















 


EXHIBIT C


 


DESIGNATED
CONTACT


 


Account Number                               


 


	
  Notices, deposit material returns and

  communications to Contractor

  should be addressed to:

  	
   

  	
  Invoices to Contractor should be

  Addressed to:

  
	
   

  	
   

  	
                                                                                               

  
	
  Company Name:                                                                          

  	
   

  	
                                                                                               

  
	
  Address:                                                                                       

  	
   

  	
                                                                                               

  
	
   

  	
                                                                                          

  	
   

  	
                                                                                               

  
	
   

  	
                                                                                          

  	
   

  	
                                                                                               

  
	
  Designated Contact:                                                                     

  	
   

  	
  Contact:                                                                                

  
	
  Telephone:                                                                                    

  	
   

  	
                                                                                                

  
	
  Facsimile:                                                                                     

  	
   

  	
  P.O.#,  if required:                                                               

  
	
   

  	
   

  	
   

  
	
  Notices and communications to

  Customer should be addressed to:

  	
   

  	
  Invoices to Customer

  should be addressed to:

  
	
   

  	
   

  	
   

  
	
  Company
  Name:                                                                          

  	
   

  	
                                                                                               

  
	
  Address:                                                                                       

  	
   

  	
                                                                                               

  
	
   

  	
                                                                                          

  	
   

  	
                                                                                               

  
	
   

  	
                                                                                          

  	
   

  	
                                                                                               

  
	
  Designated
  Contact:                                                                     

  	
   

  	
  Contact:                                                                                

  
	
  Telephone:                                                                                    

  	
   

  	
                                                                                                

  
	
  Facsimile:                                                                                     

  	
   

  	
  P.O.#,  if required:                                                               

  



 


Requests from Contractor or Customer to change the designated contact
should be given in writing by the designated contact or an authorized employee
of Contractor or Customer.


 


	
  Contracts, deposit materials and notices to

  Escrow Agent should be addressed to:

  	
   

  	
  Invoice inquiries and fee remittances

  to Escrow Agent should be addressed to:

  
	
   

  	
   

  	
   

  
	
  DSI Technology Escrow Services, Inc.

  	
   

  	
  DSI Technology Escrow Services, Inc.

  
	
  Contract Administration

  	
   

  	
  2100 Norcross Parkway

  
	
  Suite 150

  	
   

  	
  Suite 150

  
	
  2100 Norcross Parkway

  	
   

  	
  Norcross, GA 30071

  
	
  Norcross, GA 30071

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Telephone: 
  (770) 239-9200

  	
   

  	
  (770) 239-9200

  
	
  Facsimile:    (770) 239-9201

  	
   

  	
  (770) 239-9201

  
	
  E-mail: 
  ca@dsiescrow.com

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:                                                                 

  	
   

  	
   

  



 





















 


EXHIBIT D


 


Fee & Services Schedule


 


	
  NEW ESCROW AGREEMENT

  	
   

  	
  ANNUAL FEE

  	
   

  	
  SETUP FEE

  	
   

  
	
  Comprehensive
  Preferred

  	
   

  	
  $

  	
  2,650

  	
   

  	
  $

  	
  1,050

  	
   

  
	
  Master
  Preferred

  	
   

  	
  $

  	
  1,350

  	
   

  	
  $

  	
  2,050

  	
   

  
	
  Reseller

  	
   

  	
  $

  	
  1,350

  	
   

  	
  $

  	
  2,050

  	
   

  
	
  Preferred

  	
   

  	
  $

  	
  1,350

  	
   

  	
  $

  	
  1,050

  	
   

  
	
  FlexSAFE

  	
   

  	
  $

  	
  1,250

  	
   

  	
  $

  	
  350

  	
   

  
	
  SAFE

  	
   

  	
  $

  	
  1,250

  	
   

  	
  $

  	
  350

  	
   

  
	
  Technology
  Protection

  	
   

  	
  $

  	
  700

  	
   

  	
  No Fee

  	
   

  
	
  Web Content
  Protection

  	
   

  	
  $

  	
  1,000

  	
   

  	
  $

  	
  1,050

  	
   

  
	
  ADDITIONAL
  BENEFICIARY

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Preferred

  	
   

  	
  $

  	
  650/ea.

  	
   

  	
  $

  	
  1,050

  	
   

  
	
  Master
  Preferred

  	
   

  	
  $

  	
  650/ea.

  	
   

  	
  No Fee

  	
   

  
	
  FlexSAFE

  	
   

  	
  $

  	
  200/ea.

  	
   

  	
  No Fee

  	
   

  
	
  SAFE

  	
   

  	
  $

  	
  50/ea.

  	
   

  	
  No Fee

  	
   

  
	
  ADDITIONAL
  DEPOSIT ACCOUNT

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Master
  Preferred

  	
   

  	
  $

  	
  700

  	
   

  	
  No Fee

  	
   

  



 


	
  SERVICE OPTIONS

  	
   

  	
  FEES

  	
   

  
	
  Unlimited
  deposit or replacement, plus one additional storage unit

  	
   

  	
  $

  	
  300/yr.

  	
   

  
	
  Individual
  deposit updates or replacements

  	
   

  	
  $

  	
  200/ea.

  	
   

  
	
  Electronic depositing using SecurEmail or
  Escrow Direct: Unlimited deposits, updates or replacements, plus one
  additional storage unit

  	
   

  	
  $

  	
  500/yr.

  	
   

  
	
  DeposiTrack
  updates

  	
   

  	
  $

  	
  300/ea.

  	
   

  
	
  Remote
  vaulting

  	
   

  	
  $

  	
  500/yr.

  	
   

  
	
  Release
  filing fee

  	
   

  	
  No Fee

  	
  (1)

  
	
  Custom
  contracts

  	
   

  	
  No Fee

  	
  (2)

  
	
  Additional
  storage units

  	
   

  	
  $

  	
  100/ea.

  	
   

  
	
  Technical verification: DSI offers three
  different levels of verification. Please contact your DSI Verification Sales
  Representative for help on understanding which level of verification would
  best meet your intellectual property protection requirements.

  	
   

  	
  Pricing is quoted

  based on client

  specifications.

  	
   

  



 










(1) Copying
expenses in excess of $300 will be chargeable.


(2) An annual fee of $500 may be assessed for contract
modifications that change DSI’s standard processes or risk, specifically
deposit handling, release or termination procedures and general indemnity
issues.


 





















 


SOW 15


 


|LOCKHEED MARTIN


 


STATEMENT OF WORK

FOR


 


NATIONAL NUMBER
POOLING, RELEASE 3.0


 


 


STATEMENT OF WORK

NATIONAL NUMBER POOLING 
(under Agreement for NPAC/SMS Services)


 


1.                                       INTRODUCTION; PARTIES.  This Statement of Work (this “SOW’) is entered into pursuant to Article 13
of, and on execution shall be a part of, the respective Agreement for Number
Portability Administration Center / Service Management System (each, a “Master Agreement”) between Lockheed Martin
IMS. (“Contractor”) and the
respective limited liability company indicated below (the “Subscribing Customers”):


 


LNP, LLC (Midwest)


 


Southwest Region Portability
Company, LLC


 


Northeast Carrier Acquisition
Company, LLC


 


Western Region Telephone Number
Portability, LLC


 


Southeast Number Portability
Administration Company, LLC


 


This SOW shall be
effective only on execution by Contractor and at least one of the Subscribing
Customers.  The
number set forth in the upper right hand comer hereof may be used to reference
this SOW.  Capitalized terms used herein
without definition shall have the meanings as defined in the Master Agreements.


 


2.                                       SCOPE OF ADDITIONAL SERVICES.  The Additional Services contemplated under
this SOW are an Enhancement to the NP AC/SMS as defined under the Master
Agreement.  The Additional Services to be
undertaken by Contractor are generally described as set forth below.  Additional clarifications to requested
requirements are listed in Exhibit B to this document.


 


Key Terms and
Guidelines


 


Allocated Charges – TN Porting Event Fees,
Targets (including Shortfalls and Credits), Regional/National SOWs (including
future SOWs), report(s) requested by the LLCs, insurance as defined in the
Master Agreement Section 20.6 and NANC 1.0 Flow charges.


 





















 


Prior to the FCC’s Third Report and Order,
Telephone Number Portability, CC Docket No.95-116, FCC 98-82 (“Cost
Recovery Order”) all Allocated Charges were invoiced to Users based on an
Allocation Model determined by their regional LLC.  Subsequent to the FCC’s Third Report and
Order all telecommunications carriers operating within a Subscribing Customer’s
Service Area (“Carriers”) are to be invoiced a portion of the Allocated
Charges, as determined by the allocation percentage based on end-user revenue,
provided that Carriers with no end-user revenue, i.e. wholesalers, are to be
invoiced $[* * *] per region per year.  As a result of the Third Report and Order,
all Carriers share these charges.


 


This SOW covers the work (“Work”) defined
collectively as — NPAC/SMS requirements definition, NP AC/SMS system design, NP
AC/SMS code and unit test, NP AC/SMS system integration test, NP AC/SMS system
and regression test, program management, quality assurance, configuration
control, documentation management, maintenance and warranty – to deliver
Release 3.0 of the Contractor’s NPAC/SMS software.  NPAC/SMS Release 3.0 is planned to implement
the following change orders:


 


•                  NANC
109 National Number Pooling


 


•                  NANC
243 Removal of NPA-NXX or LRN from NPAC


 


•                  NANC
244 NPA Splits – Deletion of Old NPA-NXX at end of PDP


 


NANC 109 National
Number Pooling


 


This change order encompasses the entire set
of changes required to support national standards for number pooling.  It includes EDR, 1K block activations via SOA
interface, deferred block activation, new alarmable error messages from NPAC, a
new bulk data download format, OpGUI specifications and routable error
reports.  The complete set of changes are
listed in the IIS and FRS.


 


NANC 243 Removal of
NPA-NXX or LRN from NPAC


 


The NPAC SMS shall disallow removal of an
NPA-NXX or an LRN if a subscription version exists with a status of old and a failed
SP list.


 


NANC 243 Note from
NANC Change Management:


 


The NPAC SMS and the FRS need to be updated
to further define the condition where NPA-NXXs or LRNs can be deleted from the
NPAC SMS.


 


The current NPAC SMS functionality and the
FRS states, “shall allow the removal...only
if no Subscription Versions, except for Old or Cancelled Subscription Versions
exist...”.


 





















 


The correct behavior should be “...except for Old with NO failed SP List or
Cancelled...”.


 


NANC 244 NPA Spilts –
Deletion of Old NPA-NXX at end of PDP


 


NPAC SMS shall automatically delete the old
NPA-NXX from the Portable NPA-NXX Information in the NPAC, upon reaching the
end of the permissive dialing period for the old NPA-NXX involved in an NPA
Split.


 


OUT OF SCOPE SERVICES


 


This SOW contains the agreed upon terms and
conditions that shall govern Contractor’s performance of the services described
herein.  The services provided for in
this SOW and for which Contractor shall be compensated in accordance with Section 6,
herein, shall not be interpreted, implied, or assumed to include any other
service(s), including additional or changed services, not specifically
described in this Section 2, Scope of Additional Services.  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, Section 13,
Additional Services.


 





















 


3.                                       PROJECT SCHEDULE; DELIVERABLES.  The schedule set forth in the following
table is a summary of tasks and time frames for implementation:


 


	
  Phase

  	
   

  	
  Summary Milestones

  	
   

  	
  Interval

  
	
  Phase 0.0

  	
   

  	
  Statement of Work Effective

  	
   

  	
  Week 0

  
	
  Phase 1.0

  	
   

  	
  SOW Project Plan

  	
   

  	
  Week 5

  
	
  Phase 2.0

  	
   

  	
  System and Functional Design

  	
   

  	
  Weeks 1 to 11

  
	
  Phase 3.0

  	
   

  	
  Development

  	
   

  	
  Weeks 12 to 30

  
	
  Phase 4.0

  	
   

  	
  System and Integration Testing

  	
   

  	
  Weeks 39 to 47

  
	
  Phase 5.0

  	
   

  	
  Install on NPAC/SMS for Industry Regression
  Testing

  	
   

  	
  End of Week 47

  



 


Phase 0.0                                           This
phase marks agreement between the parties for the implementation of the
Additional Services as described in the Schedule Notes.


 


Phase 1.0                                           This
phase involves creating a work breakdown structure project plan.  The project plan will detail each phase of
the project showing the milestones for completion of the phase and scheduled
delivery data for deliverables.  The actual
“Scheduled Delivery Date” for this SOW will be identified in the project plan.


 


Phase 2.0                                           This
phase involves detailed analysis of the requirements,


 


Phase 3.0                                           This
phase involves developing the Enhancement as well as any testing or
implementation tools and procedures.


 


Phase 4.0                                           This
phase involves internal contractor acceptance and regression testing of the
Enhancement.  All completion and
acceptance criteria established by the Contractor for this purpose must be met
for satisfactory completion of this phase.


 


Phase 5.0                                           This
phase marks the implementation of the Enhancement on the NPAC/SMS and will be
made available to the Users for the industry regression testing.  Installation of Release 3.0 will require an
Extended Maintenance Window.  The
specific duration and date of the window will be identified in the project
plan.  The completion of this phase
constitutes “Final Delivery” of the Additional Services.


 


Schedule Notes:


 


1.                                       The Project Schedule above
is expressed in elapsed time intervals from the Effective Start Date of this
SOW, e.g. Phase 1.0 is slated to be completed 5 weeks after Phase 0.0
(Effective Start Date).


 


2.                                       The Effective
Start Date of this SOW is scheduled subsequent to receiving an Authorization to
Proceed from Subscribing Customer(s) for this SOW after the SOW has been
properly executed as defined above.  The Schedule of
Deliverables commences upon the Effective Start Date of this SOW.


 





















 


3.                                       The Effective
Start Date is determined by the Contractor based on an assessment of the current
work-in-progress resulting from previously authorized and committed SOWs.  The current work-in-progress is due to other
factors such as: 1) Contractor-initiated Work (e.g., resulting from Subscribing
Customers, other customers or duly authorized industry direction), 2) total
system development and testing capacity and dependencies.  The Effective Start Date will initially be
determined by Contractor and, prior to establishing a firm Effective Start Date
for this SOW, may be subject to modification as determined by the Contractor
based upon discussion between Contractor and Subscribing Customers and other
customers.


 


4.                                       The Phase 5.0
deliverable is the availability of the NPAC/SMS software release generated by
this SOW in preparation for Industry Regression Testing.  The extent of this testing will be jointly
defined prior to Phase 5.0.  General
availability to all Users will not be complete until after the completion of
industry regression testing and the deployment of this NPAC/SMS software
release, all of which are jointly scheduled between Contractor, Subscribing
Customer and Users.  General availability
of the Enhancement will not be made until all Users have either completed
regression testing or submitted a written waiver of their desire to test.


 





















 


4.                                       COMPLETION AND ACCEPTANCE CRITERIA.  The following internal documents are
applicable to the Additional Services contemplated under this SOW:


 


        Functional
Requirements Specifications


        Requirements
Traceability Matrix


        External
Design


        System
Design


        Detailed
Design


        Integration
Test Plan


        System
Test Plan


        Software
Quality Assurance Program Report


        User
Documentation


        Software
Configuration Management Plan


N/A Standards and Metrics


 


Effective on the acceptance date of the
Software release subject hereof, the term Specifications as used in the Master
Agreement shall mean the Specifications as defined therein and as modified and
amended pursuant to Statements of Work under the Master Agreement through and
including the Software release contemplated by this Statement of Work.


5.                                       IMPACTS
ON MASTER AGREEMENT (INCLUDING EXISTING SPECIFICATIONS).


 


None Master Agreement


         Exhibit B
Functional Requirements Specification


         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


None Exhibit N System Performance Plan
for NP AC/SMS Services


 


Contractor agrees to be bound by the terms
and conditions of Exhibit N with respect to future performance
improvements as required.


 





















 


6.0                                 COMPENSATION
AND PAYMENT


 


6.1                                 Compensation


 


Upon execution of this SOW, Subscribing
Customer(s) agrees to be obligated in full for payment of the Additional
Services described herein, in accordance with the amount and terms provided
below.  For the purposes of and in
accordance with Section 23.3 (“Users’ Liability for Payments”) of the
Master Agreement and Cost Recovery Order, these Additional Services shall be
considered by all Carriers 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, 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 charged
Subscribing Customer as provided for herein.


 


Billing for the Additional Services described within this SOW will
begin sooner of either a) the third complete billing cycle after the completion
of Phase 5 (as defined in Section 3 – Project Schedule: Deliverables) in
any region or b) the completion of industry regression testing by two Users
within a region.


 


The Payment options for the Additional Services of this SOW are:


•                  Price
without Financing


•                  Price
with Financing (over 24 months)


This quote is valid for 90 days from the original date shown in the
header of this SOW.


 


	
  National Number Pooling

  Pricing

  	
   

  	
  Monthly Price

  Per Region*

  	
   

  	
  Total Price

  Per Region*

  	
   

  	
  Total Price

  for US

  	
   

  
	
  Lump-Sum
  Payment Option

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  Financing
  Option

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  Financing
  @13% (24 Monthly Payments)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
											



 


•                  Assumes
seven regions are participating. 
Lump-sum Payment Option price per region would be the Total Price for US
divided by number of participating regions. 
Under the Financing option the actual number of regions participating
will determine the Monthly Price per Region (table shown below).


 


•                  Total
Price for US contains $[* * *] rebate to LNP, LLC.


 





















 


	
  Number of Regions participating

  	
   

  	
  Monthly Price Per Region

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  



 


Pricing for the Change Orders


 


	
  Change Order

  	
   

  	
  Amount

  	
   

  
	
  NANC 109

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  NANC 243

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  NANC 244

  	
   

  	
  $

  	
  [* * *]

  	
   

  



 


The major components of this price by
Phase/Function are shown in the chart below.


 


	
  Phase/Function

  	
   

  	
  Amount

  	
   

  	
  Percent of Total

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  [* * *]

  	
  %

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  [* * *]

  	
  %

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  [* * *]

  	
  %

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  [* * *]

  	
  %

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  [* * *]

  	
  %

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  [* * *]

  	
  %

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  [* * *]

  	
  %

  



 


Notes:             Release 1.4 code is 90% utilized as part
of Release 3.0.


 





















 


6.1.1                     Interim
Funding


 


In order to allow Subscribing Customers time
to complete their due diligence and secure a delivery date, an Interim Funding
Period has been created.  This interim
period covers Phase 1, 2 and approximately [* * *]% of Phase 3 of the
project.  The Interim Funding Project,
based on an Aug 6, 1999 execution, extends until Oct 15, 1999 at which point at
least one Subscribing Customer must elect one of three options.  Those options and their consequence on
payment of the Interim Funding Amount are described below.  The Interim Funding Amount is
$[* * *] and would be divided equally amongst the Subscribing
Customers and allocated to Carriers based on the allocation model then in
effect.


 


	
  SOW

  	
   

  	
  Weeks

  	
   

  	
  Interim funding

  	
   

  	
  Percentage

  	
   

  
	
  SOW 15R1B

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  [* * *]

  	
  %

  
									



 


Option 1 – Continue
Project


 


If selected, under this option the interim
funding agreement would cease to exist and the terms and the conditions
regarding payment and invoicing within this SOW would take effect.


 


Option 2 – Suspend
Project


 


If selected, the project would immediately be
placed on hold.  If the suspension is
less than one week the project could be resumed as if no suspension had
occurred.  If the suspension is over one
week the project would have to be assessed and a new SOW generated.  The Interim Funding Amount would be
invoiced  in the first billing cycle
following the date of suspension and expiration of the one week grace period.  any interim funding amount paid by Carriers
and associated with recoverable or usable work product would be credited to
Carriers.


 


Option 3 – Cancel
Project


 


If selected, the project would immediately be
cancelled.  The Interim Funding Amount
would become due and invoiced in the first billing cycle following the
cancellation date.


 


One or more Subscribing Customer(s) must
notify Contractor, in writing, of their intent on or before Oct 15, 1999.  Failure to provide written notification on or
before Oct 15, 1999 will result in automatic selection of Option 1.  In Options 2 and 3 the Interim Funding Amount
is a lump-sum payment and is payable under the Invoicing terms defined within
this SOW.  If a decision were made by one
or more Subscribing Customer(s) to proceed with the SOW on or before Oct 15,
those Subscribing Customer(s) would be liable, on a pro-rata basis, for the
entire SOW price.


 


6.1.2                     Penalty


 


If Contractor fails to meet Phase 5 summary
milestone of 47 weeks (outlined in Section 3 – Project Schedule)
contractor will pay Subscribing customers a delay penalty.  The penalty will be
[* * *]$[* * *]


 





















 


dollars per business day for each business
day delayed past the scheduled completion of Phase 5.  The penalty will be capped at 60 days
($[* * *]).


 


1.2                               Testing
Prices


 


6.2.1                     Industry
Regression and Interoperability Testing


 


Industry regression Testing will be tracked
by User and by region.  Industry
Regression Testing will be billed on a 4-hour block basis at the rate of
$[* * *] per 4-hour block. 
The $[* * *] rate is valid through the Final Delivery Date as
determined during the development of the Project Plan.


 


Due to the scope of this release and changes
to the interface interoperability testing will be required.  Interoperability testing will be performed at
the rate of $[* * *] per day.


 


Advanced reservation of Industry Regression
and Interoperability Testing blocks is required.  Reservations must be made at least 14 days in
advance of the start of testing. 
Industry Regression Testing blocks will be reserved and billed in 4-hour
blocks only.  Interoperability testing
blocks will be reserved and billed in 8-hour (1-day) blocks
only.  Dedicated test support personnel
will be provided for each reservation. 
Reservation for multiple testing blocks is allowed.  Partial block reservations willnot be
allowed.


 


Reservations for Industry Regression and
Interoperability Testing blocks must be canceled at least two and one-half
workdays prior to the reserved date and time. 
Cancellations made less than two and one-half workdays prior to the
reserved test date will incur a cancellation fee for the full amount of time
reserved.  For Industry Regression test
blocks a cancellation fee of $[* * *] will be billed  for cancellations made less than two and one-half
workdays prior to the reserved test date. 
Contractor will issue a cancellation credit of $[* * *] to a
User for cancellation of an Industry Regression test block, where a Contractor
notice of at least two and one-half workdays was not provided prior to the
reserved test date and time.  For
Interoperability test blocks a cancellation fee of $[* * *] will be
billed for cancellations made less than two and one-half workdays prior to the
reserved test date.  Contractor will
issue a cancellation credit of $[* * *] to a User for cancellation of
an Interoperability test block, where a Contractor notice of at least two and
one-half workdays was not provided prior to the reserved test date and time.


 


1.1.2                     LTI Testing


 


LTI testing is done on an ad hoc basis using
existing support staff.  The charge for
LTI testing is billed in 4-hour blocks at a rate of $[* * *]
per block.  Since there is no requirement
to reserve testing blocks there is no reservation deadline or cancellation fee
as with Industry Regression and Interoperability Testing.


 


6.3                               Payment
Terms


 


Invoicing:


 


Contractor shall prepare invoices (separate
from Master Contract invoicing, but which may include invoicing for other SOW
charges) on the last day of a calendar month and send to each User for the
amount of its User Charges.  Contractor
shall also prepare and deliver to Customer a report (the


 


















 


“Monthly
Summary of Charges”) setting forth the billing calculation above for each User
in the Service Area, and for all Users within the Service Area.  All invoices shall be due and payable within
Thirty (30) days of the date of invoice. 
Late payments will be subject to a 1.25% interest charge per month, or,
if lower, the maximum rate permitted by law.


 


With
respect to telecom carriers that are not Users Contractor shall prepare
invoices (separate from Master Contract invoicing, but which may include invoicing
for other SOW charges) on the last day of a calendar quarter and send to each
telecom carrier for the amount of its charges. 
Contractor shall also prepare and deliver to Customer a report (the “Monthly
Summary of Charges”) setting forth the billing calculation above for each
telecom carrier in the Service Area, and for all telecom carriers within the
Service Area.  All invoices shall be due
and payable within Thirty (30) days of the date of the invoice.  Late payments will be subject to a 1.25% interest
charge per month, or, if lower, the maximum rate permitted by law.


 


Notwithstanding
the foregoing, User may not withhold payment of any amounts invoiced by
Contractor based solely upon a dispute 
between Customer and User concerning how User is allocated charges under
the Allocation Model.


 


The
payments provided for in this Section shall not be applied against the
Annual Target Amounts referred to in the Master Agreement.


 


Taxes:


 


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


 


Assignment
of Monies Due:


 


As
provided in Section 22.2 of the Master Agreement, Contractor may, upon
written notice to Customer, assign monies due or that are to become due under a
Statement of Work, provided that no such assignment may impose upon Customer or
Users any obligations in addition to or different than those set forth in this
Agreement or the subject Statement of Work, or preclude Customer or Users from
dealing solely and directly with Contractor in all matters pertaining to this
Agreement or the subject Statement of Work, including the negotiation of
amendments and the settlement of disputed invoices.


 





















 


7.                                       PROJECT MANAGEMENT.  When deemed appropriate by User and
Contractor, Project Managers will be assigned to produce and verify a delivery
schedule, to coordinate logistics and delivery of all deliverables and to
conduct project quality review meetings. 
Assigned Project Managers are:


 


	
  Contractor Project Manager

  	
   

  	
  Martin Breen

  	
   

  
	
  User Project Manager

  	
   

  	
   

  	
   

  
	
   

  
	
  Other key personnel assigned by Contractor to the
  project (attach resume information):

  
	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


8.                                       CONTINUATION OF MASTER AGREEMENT AND USER AGREEMENT.  Except as specifically modified and amended
hereby (including by the SOW Specifications where applicable), all the
provisions of the Master Agreement and the User Agreements entered into with
respect 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
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 as modified and amended by this SOW.  Notwithstanding the foregoing, with respect
to User Enhancements, (i) the Master Agreement shall be modified and
amended only to the extent necessary to give effect to the terms of this SOW
and without affecting those Users or their User Agreements that are not
Subscribing Users, and (ii) only those User Agreements that have been
entered into with the Subscribing Users shall be modified and amended
hereby.  From and after the effectiveness
of this SOW, this SOW shall be a part of the Master Agreement and, as such,
shall be subject to the terms and conditions therein.


 


9.                                       JOINDER. 
If at any time hereafter a Customer, other than a Subscribing Customer
desires to become a Subscribing Customer or, with respect to User Enhancements,
a User, other than a Subscribing User, desires to become a Subscribing User,
Such Customer or User may become a Subscribing Customer or Subscribing User,
respectively, by executing a joinder agreeing to be bound by the terms and conditions
of this SOW, as modified from time to time. 
A Customer or User executing such a joinder shall share in the payment
of the price of the- Additional Services provided for herein in a fair and
equitable manner, and in no event in excess of the payments which would have
been incurred had such Customer or User been a Subscribing Customer or
Subscribing User at the time of effectiveness of this SOW, excluding any
incremental work, such as Industry Regression Testing, borne by the Contractor
in order to properly implement the Additional Services provided herein.


 


10.                                 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.


 





















 


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


 


CONTRACTOR:


 


LOCKHEED MARTIN IMS


 


	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  SUBSCRIBING CUSTOMERS:

  
	
   

  	
   

  	
   

  
	
  LNP, LLC.

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  MID-ATLANTIC CARRIER ACQUISITION COMPANY, LLC

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SOUTHEAST NUMBER PORTABILITY COMPANY, LLC

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
					



 





















 


	
  NORTHEAST CARRIER ACQUISITION COMPANY, LLC

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
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  Date:

  	
   

  	
   

  	
   

  
					



 


	
  SOUTHWEST REGION PORTABILITY COMPANY, LLC

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
					



 


	
  WEST COAST PORTABILITY SERVICES, LLC

  
	
   

  	
   

  	
   

  
	
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  Date:

  	
   

  	
   

  	
   

  
					



 


	
  WESTERN REGION TELEPHONE NUMBER PORTABILITY, LLC

  
	
   

  	
   

  	
   

  
	
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EXHIBIT A


 


Proposed Collection Policy


 


Schedule for PAST DUE Bills


 


	
  Days Past Due

  	
   

  	
  Amount of Invoice(s)

  	
   

  	
  Action

  
	
  3

  	
   

  	
  >$50K

  	
   

  	
  Follow up call to carrier

  
	
  10

  	
   

  	
  >$5K

  	
   

  	
  Follow-up call to carrier

  
	
  20

  	
   

  	
  ALL

  	
   

  	
  Send letter to carrier

  
	
  40

  	
   

  	
  ALL

  	
   

  	
  Escalate: Send certified letter to carrier, List of
  Delinquent carriers to NANC and FCC for 208 process

  
	
  60

  	
   

  	
  ALL

  	
   

  	
  Write-off overdue amount and send to Collection Agency(1)

  



 










All late payments are subject to a 1.25% interest charge per
month.


 


(1)                                 Any
overdue accounts referred to a collection agency will be written off, including
bankruptcies.  Any amount collected net
of the collection agency charges will be credited to the carrier per the
allocation in effect.  LMIMS will seek
LLC approval for write-off greater than $10,000, but in no case will approval
be unreasonably withheld for accounts 180 days past due.


 


(2)                                 Contractor,
as part of its normal business practice, will maintain a collection history
file for all accounts.  the collection
history fill will contain invoice dates, dates of letter and phone contacts and
responses (or non-responses) to those contacts from the carriers.  this information will be provided to
Subscribing Customer(s) or any regulatory agency in support of the 208 process,
if required.


 





















 


EXHIBIT B


 


Definitions


 


1. Clarification.          Update
that removes ambiguity concerning how to implement a requirement that has been
previously stated.  for examples: 1) The
specification of the error to be generated in the case where an error condition
was already indicated or 2) The value of a data field for a record that was
already specified.


 


2. Change.                                      Update
which introduces new functionality, or alters/removes previously existing
functionality.  For example: 1) The
addition or removal of a field to a previously defined record or 2) The
specification of validation or processing not previously included in a
requirement.


 


Those items marked as “change” are considered out of scope
for this sow.


 


Review Summary


 


1. Clarification:                                                                 Overview
– Glossary- “Schedule/Re-Schedule of Block Create Event” addition


 


2. Clarification:                                                                 FRS
section 3.1.2, page 15 (NPAC Customer Data Model) - The following
attributes have been added: NPAC New Functionality Support, Port in Timer Type,
Port Out Timer Type, Business Hour/Days.


 


3. Clarification: Page 25,                                                                  Section 3 Attribute Names:


 


Was NPA-NXX-X Holder SPID, now NPAC Customer ID.


 


Was Effective Date, now NPA-NXX-X Effective Date.


 


Was Creation Date, Now Creation Time Stamp.


 


Was Last Modified Date, now Last Modified Stamp.


 


4. Clarification: Page 28, N-70:                                                           Adds
the phrase “or the addition of an NPA Split” to the actions affected by a
validation error.  Also adds reference to
requirement N-225 and N-301.


 


5. Clarification: Page 29, N-72.1:                                                  Default
value now made dependent on current date/time.


 


6. Clarification: Page 29, N-73:                                                           Additional
specification of field value.


 


7. Clarification: Page 29, N-74:                                                           specification
to enter block routing data.


 


8. Clarification: Page 29, N-75.1:                                                  Additional
specification of field validation.


 


9. Clarification: Page 30, N-76.1, N-76.3, N-77.1, N-77.2,
N-77.3, N-78.1, N-78.2, N-78.3, N-79.1, N-79.2, N-79.3, N-79.4.


 





















 


10. Clarification: Page 32, N-100:                                               Addition
of cause for request rejection.


 


11. Clarification: Page 34, N-160:                                               Definition
of scope for validation.


 


12. Clarification: Page 35, N-225:                                               Requirement
for additional verification.


 


13. Clarification: Page 37, N-297:                                               Cleanup
associated with deletion of other information.


 


14. Clarification: Page 38, N-302:                                               Specification
for field values.


 


15. Clarification: Page 39-40, N-320.2, N-320.3, N-321.1,
N-321.2, N-321.3, N-322.1, N-322.2, N-322.3.


 


16. Clarification: Page 40, N-325:                                               Specification
of data to be broadcast.


 


17.
Clarification: Page 41, N-365.


 


18. Clarification: Page 59, B-280, B-290, B-300,
B-302, B-304, B-306, B-308:      Removal of
requirements.


 


19.
Clarification: Page 69, B-654.2: Specification of which value for field.


 


20.
Clarification: Page 74, SV-2: List of notifications to suppress.


 


21.
Change: Page 80, SV-240, SV-270, SV-280: Conditions for status
update.  Remove “partial falure/failed”
from SV-230, SV-240, SV-270 and SV-280 (to be added to existing change order
NANC 227)


 


22.
Clarification: Page 86, SV-430: Rewording.


 


23.
Clarification: Page 89, SV-540, SV-550, SV-560, SV-570: Statement of
non-dependency on status.


 


24.
Clarification: Page 91, A-2-A-36: Regrouping of specifications and
clarification of SVs handled by audit request.


 


25.
Clarification: Page 93, A-110: Additional constraint.


 


26.
Clarification: Page 94, RR9-7: Rewording of generality.


 


27.
Clarification: Page 94, R-25, R-26: Additional report format and
specification.


 


28.
Clarification: Page 94, R-30, R-40: Title clarification and report
constraint.


 


29.
Clarification: Appendices C and E: Additions of tables and examples.


 


30.
Change: Page 100: Modification of filename for block download. (Will be
included in Release 3.0)


 


31.
Clarification: Appendix G: Title nomenclature changes.


 





















 


32.
Add: N-266: The NPAC/SMS shall reject a request to delete (de-pool) an
NPA-NXX-X if there is an SV with a status of sending as a result of a
disconnect request.


 


33. Add: SV-249: The NPAC/SMS shall ensure that upon completion of an NPA-NXX-X
delete (de-pool) there are no SVs of LNP type of POOL remaining in the 1k
block.


 


34.
Added test to N-365: NPAC/SMS shall provide to NPAC personnel only, an
indicator on the NPAC Administrative Interface only
after a query if an associated Block Create Scheduled Event, that
has not been executed exists in the NPAC/SMS.


 





















 


SOW 19NAPM


 





 


STATEMENT OF WORK

FOR


 


PORTING IN ERROR

AND

FAILURE TO PORT


 


1





















 


PROPOSED
STATEMENT OF WORK

PORTING IN ERROR AND FAILURE TO PORT

(under Agreement for NPAC/SMS Services)


 


1.                                      INTRODUCTION;
PARTIES.  This Statement of Work
(this “SOW”) is entered into pursuant to Article 13
of, and on execution shall be a part of, the
respective Agreement for Number Portability Administration Center / Service
Management System, as amended as of the date hereto by all previous Statements
of Work, including, but not limited to Statement of Work 25, for TN Price
Reduction and Contract Update and Extension (collectively referred to for each of
the respective limited liability companies listed below for the respective
Service Areas, as a “Master
Agreement”) between NeuStar (“Contractor”)
and the respective limited liability companies listed below for the separate
Service Areas (referred to individually as a “Subscribing
Customer” and collectively as the “Subscribing Customers”):


 


North
American Portability Management, LLC, on behalf of and as
successor to the Subscribing Customers named therein:


LNP,
LLC (Midwest)


Southwest Region Portability Company, LLC


Northeast Carrier Acquisition 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


 


This SOW
shall be effective upon execution by Contractor and Subscribing Customer.  The number in the upper
right hand corner refers to this SOW. 
Capitalized terms used herein without definition shall have the meanings
as defined in the Master Agreements.


 


The Additional Services
contemplated under this SOW are not an Enhancement to the NPAC SMS as defined
under the Master Agreement.


 


2.                                      SCOPE
OF ADDITIONAL SERVICES.  This SOW
describes the work to be performed by Contractor during either of the two
situations described below.


 


Situation
# 1 – Porting in Error


 


Situation #1 shall be referred to in this SOW as the “Porting
in Error Situation”.  In the Porting in
Error Situation, a TN is ported from one Service Provider to another when it
should not have been ported.  NPAC
related activity has occurred to port the telephone number but there has been
no network activity to actually move the customer’s service.


 


2





















 


Situation
# 2 – Failure to Port


 


Situation #2 shall be
referred to in this SOW as the “Failure to Port Situation”.  In the Failure to Port Situation, a TN is not
ported from one Service Provider to another Service Provider (referred to as
the “New SP,” as defined below) when the TN should have been ported.  Network activity has been accomplished to
move the customer’s service but there has been no NPAC related activity to port
the telephone number.


 


3.                                      KEY
TERMS.


 


Initiating Service Provider (“Initiating
SP”) –


 


•                  Porting
in Error Situation – The Service Provider that is a User who contacts the NPAC
and who either


1.               Received
the inadvertently ported TN; or


2.               Gave
the inadvertently ported TN.


•                  Failure
to Port Situation – The Service Provider that is a User to whom the TN should
have been ported (referred to as the “New SP”) who contacts the NPAC when the
TN was  not ported.


 


Only Initiating SPs, as defined above, may request
NPAC assistance, as set forth in this SOW. 
Therefore, only the New SP in the Failure to Port Situation can request
NPAC assistance, but either the Service Provider who received the inadvertently
ported TN or gave the inadvertently ported TN may request NPAC assistance in
the Porting in Error Situation.


 


Absent Service Provider (“Absent SP”)
– The SP that is the Initiating SP and/or the NPAC attempt to contact in order
to correct the Porting in Error Situation or the Failure to Port Situation.


 


Successful Contact of Absent SP –


•                  NPAC
representative contacts and talks to Absent SP employee who, based upon NPAC
records, is LNP knowledgeable and is capable of correcting  either the relevant Porting in Error
Situation or the Failure to Port Situation.


 


Unsuccessful Contact of Absent SP –
Any contact which is not a Successful Contact, including, but not limited to
the following:


•                  NPAC
representative reaches only voicemail;


•                  NPAC
representative obtains a busy signal and there is no Successful Contact after 3
additional successive attempts as set forth below; or


•                  NPAC
representative receives no answer and there is no Successful Contact after 3
additional successive attempts as set forth below.


•                  NPAC
representative fails to contact the Absent SP after following the attempts
described above, or during such attempts to contact the Absent SP contacts a
Service Provider person who is not LNP knowledgeable and/or whom NPAC
determines is incapable of correcting the Porting in Error Situation or the
Failure to Port Situation.


 


3





















 


NOTE:                              If
NPAC representative contacts Absent SP, but such Absent SP refuses to correct
the relevant Porting in Error Situation or Failure to Port Situation, then NPAC
representative will NOT act upon
the relevant Porting in Error Situation or the Failure to Port Situation.


 


4.                                      PROCESS.


 


The process to be
followed in the Porting in Error Situation or in the Failure to Port Situation
is set forth in detail in the NeuStar Methods and Procedures for Porting in
Error and Failure to Port (the “M&P”), attached hereto as Attachment B and
expressly incorporated into this SOW in full. 
The listing below in this SOW is intended as a guideline only and as a
summary of the M&P.  In the event of
any discrepancy or conflict between the listing below and the M&P, the
terms of the M&P shall govern.  If
the M&P is subsequently amended or revised in any way, such amendment or
revision shall not automatically be incorporated into this SOW for any Service
Area and shall not be applicable with respect to this SOW for that Service
Area, unless Contractor and the Subscribing Customer for that Service Area
agree in writing expressly to incorporate the terms of such amended or revised
M&P into this SOW; otherwise, in the absence of such writing, the terms of
the M&P prior to such amendment or revision shall continue to govern and to
be applicable to this SOW.


 


1)              Initiating
SP will first attempt to contact Absent SP using the LNP Emergency Contact
information.


 


2)              If the
Initiating SP is unable to contact the Absent SP, or if there is no emergency
contact information available, the Initiating SP will contact the NPAC.  The Initiating SP must fill out the Emergency
Action Form  (EAF), which is located on the Secure Web
(www.npac.com/secure).  When the EAF is
completed, the Initiating SP will provide it to the NPAC, via the Secure
Web.  The EAF provides the NPAC with all
relevant contact information, except in the event the Initiating SP asserts
that there is no emergency contact information available.  In all cases, the NPAC will attempt to
determine the Absent SP based upon both the EAF and the NPAC records.  The EAF will also identify the Initiating SP
for purposes of this SOW.  A copy of the
EAF is included in this SOW as Attachment A.


 


3)              NPAC
representative will attempt to contact the Absent SP based upon both the
emergency contact information provided by the Initiating SP and any other NPAC
internal records.  If a Successful
Contact is made, NPAC representative will advise the Absent SP to contact the
Initiating SP within 30 minutes and will notify the Initiating SP of the contact
status.  NPAC representative will also
advise the Absent SP of subsequent action (as set forth in Section 4, part
(6) herein) that will be taken by the NPAC without further notice if the
Initiating SP does not receive a response from the Absent SP within 30 minutes.


 


4)              If NPAC
representative is unable to make a Successful Contact  within 30 minutes following the first
attempt, or if the Absent SP fails to contact the Initiating SP within 30
minutes after Successful Contact and the Initiating SP advises the NPAC of such
failure,  without the need


 


4





















 


to
verify such failure of the Absent SP to contact the Initiating SP and in
reliance upon such notice from the Initiating SP, the NPAC will do one of the
following:


 


a)              Porting
in Error Situation/ Initiating SP is old SP (SP who lost the TN in error) –
NPAC does “Disconnect” or “old SP Create (concur)”


b)             Porting
in Error Situation/ Initiating SP is New SP (SP who received the TN in error) –
NPAC does “new SP Create”


c)              Failure
to Port Situation/ Initiating SP is New SP (SP who failed to receive the TN) –
NPAC does “old SP Create (concur)”


* NPAC
may, in its sole discretion, determine whether a “Disconnect”, “old SP Create
(concur)” or “new SP Create” is appropriate.


 


5)              NPAC
representative will notify the Absent SP of the action taken (voice mail,
e-mail, or other method.).  NPAC
representative will provide a copy of the completed EAF to both the Initiating
SP and the Absent SP and NPAC will maintain a copy in its own records for a
period of not less than one year.


 


This
process only addresses conditions when an Initiating SP is unable to contact an Absent SP to undo an
inadvertent port or to complete a failed port. 
The NPAC will only be contacted after all other avenues fail.  Service Providers must first make a
concerted effort to contact each other during either of these conditions.


 


The Contractor will not
be considered to be acting under this SOW as a representative for any Service
Provider but merely to be performing those Additional Services as requested by
a Service Provider in accordance with this SOW.


 


This process requires all Service Providers to use the
same identification method when interfacing with the NPAC.  This requires the Initiating SP and the
Absent SP to supply their SPID numbers, caller name and Authorization PIN for
their company.  The NPAC representative
will then verify this information.  If the Initiating SP’s name is not on the
Authorization list or does not have the correct matching PIN, the NPAC will not
assist the Initiating SP to perform the process as set forth in this SOW.


 


Unless specifically
stated within this SOW (e.g., the Emergency Action Form – EAF), all
notices and other communications shall be in accordance with Section 27.6 of the Master Agreement, as
amended by SOW 25 – T/N Price Reduction And Contract Update And
Extension.


 


5.                                      OUT OF SCOPE SERVICES.


 


This SOW contains the agreed upon terms and conditions
that shall govern Contractor’s performance of the Services described
herein.  The Services provided for in
this SOW and for which Contractor shall be compensated in accordance with Section 9,
herein, shall not be interpreted, implied, or assumed to include any other
Service(s), including additional or changed services, not specifically
described in this Section 2, Scope of Additional Services.  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, Section 13,
Additional Services.


 


5





















 


6.                                      PROJECT
SCHEDULE.  These changes will become
effective upon execution of this SOW by Contractor and all Subscribing
Customers.  No
other schedule is required or applicable.


 


7.                                      COMPLETION AND ACCEPTANCE CRITERIA. 
The following internal documents are applicable to the
Additional Services contemplated under this SOW:


 


	
  N/A

  	
   

  	
  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

  



 


8.                                      IMPACTS ON MASTER AGREEMENT (INCLUDES EXISTING SPECIFICATIONS).


 


	
  None

  	
   

  	
  Master Agreement

  
	
  None

  	
   

  	
  Exhibit B
  Functional Requirements Specification

  
	
  None

  	
   

  	
  Exhibit C
  Interoperable Interface Specification

  
	
  

  	
   

  	
  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

  
	
  None

  	
   

  	
  Exhibit N
  System Performance Plan for NPAC/SMS Services

  



 


9.                                      PRICING


 


9.1                               Obligation.  Upon execution of this SOW, Contractor
shall be entitled to full compensation for Additional Services described herein
in the amounts and on the terms and conditions described below.  For the purposes of and in accordance with Section 23.3
(“Users’ Liability for Payments”) of the Master Agreement, these Additional
Services shall be considered by all Users 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, in the event any amounts owed pursuant to this SOW remain outstanding
upon


 


6





















 


any termination or
expiration of the Master Agreement or this SOW, such amounts shall be
immediately due and payable by the charged User(s) as provided for herein.


 


This
quote is valid for 60 days from the date shown in the header of this
SOW.


 


9.2                               Price
for Recurring Items.


 


The price for the
recurring portion of this SOW is outlined in the table below as a flat fee,
referred to as the Recurring Price.  This
flat fee is separate and apart from any compensation and payment terms within
the Master Agreements or any attachments thereto, including Exhibit E to
the Master Agreements, as amended. 
Specifically, the payments provided for in this SOW shall not be applied
against the Annual Target Amounts referred to in the Master Agreement.  The price does not include any non-recurring
items.  Payment for the recurring portion
will commence upon execution of this SOW and will continue throughout the
duration of the Master Agreement.


 


Contractor will bill all
End-Users for the Recurring Price, and neither the Subscribing Customers nor
any one of them shall be liable or responsible for payment of any amount of the
Recurring Price.  As used under this SOW,
“End-Users” shall mean all telecommunications carrier that are subject to local
number portability contribution requirements and file Telecommunications
Worksheets, FCC Form 499-A.


 


Comparison of Recurring
Price Charges based upon possible 1 Region versus 8 Regions participation


 


	
   

  	
   

  	
  If only One Region

  	
   

  	
  If All Eight Regions (including

  Canada)

  	
   

  
	
   

  	
   

  	
  Per month

  	
   

  	
  Per year

  	
   

  	
  Per month

  	
   

  	
  Per year

  	
   

  
	
  Recurring Price

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
														



 


	
  Number of Regions

  participating

  	
   

  	
  Monthly Recurring Price

  Per Region

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  



 


7





















 


9.3                               Price
for Non-Recurring Items.


 


The price for the non-recurring portion of this SOW
(referred to as Non-Recurring Price”) is listed below.  This is a per User per Event specific charge
for each Porting in Error Situation or each Failure to Port Situation to which
the NPAC responds pursuant to this SOW. 
For purposes of this SOW, an “Event” shall be considered the submission
of an EAF.  Each EAF submission shall be
for only one Absent SP.  Each single EAF
submission may include up to 15 items and still be considered a single Event
for purposes of the Non-Recurring Price; whereas a single item shall be
considered either an individual TN or a range of TNs.  Notwithstanding anything to the contrary, no
Billable NPAC User Support Manual Requests or NPAC User Contacts shall be
considered to apply or to have occurred and no charges other than the
Non-Recurring Price shall be imposed or chargeable therefor with respect to the
submission of an EAF.  The Initiating SP
is responsible to pay the Non-Recurring Price to Contractor.


 


 


	
   

  	
   

  	
  Per Event

  	
   

  
	
  Non-Recurring Price

  	
   

  	
  $

  	
  [* * *]

  	
   

  
					



 


9.4                               Payment
Terms


 


Invoicing:


Contractor shall prepare invoices (separate from
Master Contract invoicing, but which may include invoicing for other SOW
charges) on the last day of a calendar month and send to each User for the
amount of its User Charges.  Contractor
shall also prepare and deliver to Customer a report (the “Monthly Summary of
Charges”) setting forth the billing calculation for Recurring Price and
Non-Recurring Price under this SOW for each User in the Service Area, and for
all Users within the Service Area.  All
invoices shall be due and payable within Thirty (30) days of the date of the
invoice.   Late payments will be subject
to a 1.25% interest charge per month, or, if lower, the maximum rate permitted
by law.


 


With respect to End-Users that are not Users
(individually a “Non-User” and collectively, “Non-Users”), Contractor shall
prepare invoices (separate from Master Contract invoicing, but which may
include invoicing for other SOW charges) on the last day of a calendar quarter
and send to each Non-User for the amount of its charges.  Contractor shall also prepare and deliver to
Customer a report (the “Monthly Summary of Charges”) setting forth the billing
calculation above for each Non-User in the Service Area, and for all Non-Users
within the Service Area.  All invoices
shall be due and payable within thirty (30) days of the date of the invoice.  Late


 


8





















 


payments will be subject to a 1.25% interest charge
per month, or, if lower, the maximum rate permitted by law.


 


Collections and remedies
for those carriers and other entities that are Users (including without
limitation that disputes be resolved by arbitration as specified in Article 13
of the User Agreement) will be as defined in their User Agreement.


 


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, except
that a 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,
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 less than 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.


 


Notwithstanding the
foregoing, User may not withhold payment of any amounts invoiced by Contractor
based solely upon a dispute between Customer and User concerning how User is
allocated charges under the Allocation Model.


 


The payments provided for
in this Section shall not be applied against the Annual Target Amounts
referred to in the Master Agreement.


 


Taxes:


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


 


Assignment
of Monies Due:


As provided in Section 22.2
of the Master Agreement, Contractor may, upon written notice to Customer,
assign monies due or that are to become due under a Statement of Work, provided
that no such assignment may impose upon Customer or Users any obligations in
addition to or different than those set forth in the Master Agreement, this SOW
or the other Statements of Work, or preclude Customer or Users from dealing
solely and directly with Contractor in all matters pertaining to the Master
Agreements, this SOW or other Statements of Work, including the negotiation of
amendments and the settlement of disputed invoices.


 


10.                               CONTINUATION OF MASTER AGREEMENT AND USER AGREEMENT.  Except as specifically modified
and amended hereby (including by the SOW Specifications where applicable), 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


 


9





















 


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 effectiveness of
this SOW, this SOW shall be a part of the Master Agreement and, as such, shall
be subject to the terms and conditions therein.


 


11.                               TERMINATION.


 


NOTWITHSTANDING ANYTHING
TO THE CONTRARY, EACH SUBSCRIBING CUSTOMER MAY TERMINATE THIS SOW WITH
RESPECT TO SUCH SUBSCRIBING CUSTOMER’S SERVICE AREA FOR ANY OR NO REASON BY
PROVIDING CONTRACTOR A NINETY (90) DAY PRIOR WRITTEN NOTICE.


 


12.                               LIABILITY.


 


CONTRACTOR SHALL NOT BE
LIABLE TO ANY USER OR SUBSCRIBING CUSTOMER FOR ANY DIRECT DAMAGES ARISING OUT
OF OR RELATING TO A BREACH OF ITS OBLIGATIONS WHILE PERFORMING UNDER THE
PROCESS DEFINED IN THIS SOW, EXCEPT FOR INTENTIONAL MISCONDUCT.  IN ADDITION, NO USER OR SUBSCRIBING CUSTOMER MAY ASSERT
OR CLAIM A VIOLATION OF NEUTRALITY AS DEFINED IN THE MASTER AGREEMENT RELATED
TO THIS SOW, PROVIDED THAT CONTRACTOR’S CONDUCT IS IN MATERIAL COMPLIANCE WITH
THE PROCESS DEFINED IN THIS SOW.


 


IN ADDITION TO ANY DIRECT DAMAGES UNDER THE
IMMEDIATELY PRECEDING PARAGRAPH, CONTRACTOR SHALL ISSUE THE INITIATING SP A
REFUND EQUAL TO THE NON-RECURRING EVENT
CHARGE, AS DESCRIBED IN SECTION 9.3 OF THIS SOW. IN THE EVENT CONTRACTOR IS GROSSLY NEGLIGENT OR ENGAGES IN
INTENTIONAL MISCONDUCT THAT RESULTS IN CONTRACTOR FAILING TO PERFORM A
REQUEST FROM THE INITIATING SP PURSUANT TO THE TERMS SET FORTH IN THIS SOW.


 


UPON
EXECUTION OF THIS SOW, ALL ACTIONS TAKEN BY CONTRACTOR ON BEHALF OF THE
INITIATING SP OR ABSENT SP WILL BE DEEMED TO HAVE NO IMPACT ON CONTRACTOR’S
STATUS AS A NEUTRAL THIRD PARTY UNDER THE MASTER AGREEMENT NOR WILL SUCH
ACTIONS BE CONSIDERED TO VIOLATE THE CONTRACTOR’S CODE OF CONDUCT UNDER THE
MASTER AGREEMENT, SO LONG AS SUCH ACTIONS ARE IN MATERIAL COMPLIANCE WITH THE
PROCESS SET FORTH IN THIS SOW.


 


13.                               ENTIRE AGREEMENT.  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.


 


10





















 


14.                               JOINDER.  If at any time hereafter a Customer, other
than a Subscribing Customer desires to become a Subscribing Customer such
Customer may become a Subscribing Customer by executing a joinder agreeing to
be bound by the terms and conditions of this SOW, as modified from time to
time.  A Customer executing such a
joinder shall share in the payment of the price of the Additional Services
provided for herein in a fair and equitable manner, and in no event in excess of
the payments which would have been incurred had such Customer been a
Subscribing Customer at the time of effectiveness of this SOW, excluding any
incremental work borne by the Contractor in order to properly implement the
Additional Services provided herein.


 


15.                               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.


 


IN WITNESS WHEREOF, the
undersigned have executed this Statement of Work 19 – Porting in Error and
Failure to Port as of                            ,
2002.


 


 


Contractor:


 


NeuStar, Inc.


 


	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
					



 


 


Customer:


 


North American Portability Management, LLC


 


	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
					



 


11





















 


Attachment A


 


Emergency Action Form (EAF)


 


1





















 


EMERGENCY ACTION FORM


 


Initiating SP must complete items 1 through 5

on this EAF for the process to continue


 


BY SUBMITTING THIS FORM,
THE INITIATING SP (I) UNDERSTANDS THIS IS CONSIDERED AN EVENT AND THEREFORE
INITIATING SP SHALL BE RESPONSIBLE TO PAY NEUSTAR, INC. (“CONTRACTOR”) THE
NON-RECURRING PRICE OF $[* * *] PER FORM SUBMITTED UP TO 15 TN’S,
15 RANGES OF TN’S, OR ANY COMBINATION THERE OF.


 


IN ADDITION, IN
CONSIDERATION OF CONTRACTOR PERFORMING THE SERVICES HEREUNDER, INITIATING SP
AGREES TO THE FOLLOWING:


 


CONTRACTOR SHALL NOT BE
LIABLE TO INITIATING SP FOR ANY DIRECT DAMAGES ARISING OUT OF OR RELATING TO A
BREACH OF ITS OBLIGATIONS WHILE PERFORMING UNDER THE PROCESS DEFINED IN SOW 19,
EXCEPT FOR INTENTIONAL MISCONDUCT.  IN
ADDITION, INITIATING SP MAY NOT ASSERT OR CLAIM A VIOLATION OF NEUTRALITY
AS DEFINED IN THE MASTER AGREEMENT 
RELATED TO THIS SOW, PROVIDED THAT CONTRACTOR’S CONDUCT IS IN MATERIAL
COMPLIANCE WITH THE PROCESS DEFINED IN SOW 19.


 


IN ADDITION TO ANY DIRECT
DAMAGES UNDER THE IMMEDIATELY PRECEDING PARAGRAPH, CONTRACTOR SHALL ISSUE THE
INITIATING SP A REFUND EQUAL TO THE
NON-RECURRING EVENT CHARGE AS DESCRIBED IN SECTION 9.3 OF THIS SOW IN
THE EVENT CONTRACTOR IS GROSSLY NEGLIGENT
OR ENGAGES IN INTENTIONAL MISCONDUCT THAT RESULTS IN CONTRACTOR FAILING TO PERFORM A
REQUEST FROM USER PURSUANT TO THE TERMS SET FORTH IN SOW 19.


 


ALL
ACTIONS TAKEN BY CONTRACTOR ON BEHALF OF THE INITIATING SP OR ABSENT SP WILL BE
DEEMED TO HAVE NO IMPACT ON CONTRACTOR’S STATUS AS A NEUTRAL THIRD PARTY UNDER
THE MASTER AGREEMENT NOR WILL SUCH ACTIONS BE CONSIDERED TO VIOLATE THE
CONTRACTOR’S CODE OF CONDUCT UNDER THE MASTER AGREEMENT, SO LONG AS SUCH
ACTIONS ARE IN MATERIAL COMPLIANCE WITH THE PROCESS SET FORTH IN SOW 19.


 


INITIATING SP SHALL DEFEND,
INDEMNIFY AND HOLD HARMLESS CONTRACTOR, ITS DIRECTORS, OFFICERS, EMPLOYEES AND
AFFILIATES FROM ANY AND ALL CLAIMS, DEMANDS, SUITS, ACTIONS, CAUSES OF ACTION,
DAMAGES, LIABILITIES, JUDGMENT, FINES, PENALTIES, EXPENSES AND REASONABLE FEES
FOR ATTORNEYS (INCLUDING ALLOCATED IN-HOUSE


 





















 


COSTS), INCLUDING THOSE BASED ON
CONTRACT OR TORT, ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THE
INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE OF THE INITIATING SP IN THE
DISCHARGE OF ITS  OBLIGATIONS UNDER SOW 19.


 


	
  1. 

  	
   

  	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Initiating SP:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SPID

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SP Person Name

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SP Person Phone

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SP Authorization PIN

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  3. 

  	
   

  	
  Initiating
  SP First Contact Attempt:

  	
   

  	
  Date 

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Time 

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Initiating
  SP Second Contact Attempt:

  	
   

  	
  Date 

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Time 

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  4. 

  	
   

  	
  Errant
  TN(s)

  	
   

  	
  (1) 

  	
   

  	
   

  	
  (6)

  	
   

  	
   

  	
  (11)

  	
   

  
	
   

  	
   

  	
  or Range(s)

  	
   

  	
  (2) 

  	
   

  	
   

  	
  (7)

  	
   

  	
   

  	
  (12)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (3) 

  	
   

  	
   

  	
  (8)

  	
   

  	
   

  	
  (13)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (4) 

  	
   

  	
   

  	
  (9)

  	
   

  	
   

  	
  (14)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (5) 

  	
   

  	
   

  	
  (10)

  	
   

  	
   

  	
  (15)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Initiating
  SP

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Absent
  SP

  	
   

  	
   

  	
   

  
																									



 





















 


	
  5. 

  	
   

  	
  Absent
  SP Contact Info:

  	
  Name

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  TN

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Pager

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  6. 

  	
   

  	
  NPAC
  Contact Attempt:

  	
  Date

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Time
  (1)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Time
  (2)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Time
  (3)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  7. 

  	
   

  	
  Contact
  Successful

  	
  Yes

  	
   

  	
   

  	
  No

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SPID

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SP
  Person Name

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SP Authorization
  PIN

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  If No -

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  NPAC
  Create

  	
  Date

  	
   

  	
   

  	
  Time

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  SV
  Activate

  	
  Date

  	
   

  	
   

  	
  Time

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  9. 

  	
   

  	
  Absent
  SP Notification

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  email
  address:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Time:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  10. 

  	
   

  	
  Trouble
  Ticket Number

  	
   

  	
   

  	
   

  
																								



 





















 


	
  11.

  	
   

  	
  Comments:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 


NOTES:


 


1.              Date –
date of request


 


2.              Initiating
SP – SPID of the SP making this emergency request and required NPAC
identification information.


 


3.              Initiating
SP Contact Attempts – details of Initiating SP contacts attempted prior to
contacting NPAC.


 


4.              TN –


Porting in Error Condition – the
subscription version(s)/telephone number(s) in question.  This would be reflected in the NPAC database
as active/partial failed records with the Absent SP SPID.


Failure to Port Condition: - only
TN required.


 


5.              Absent
SP Contact Info – Initiating SP must provide the contact info used in their
efforts to reach the Absent SP.


 


6.              NPAC
contact – NPAC representative should validate that Initiating SP has
current/valid contact data for the Absent SP.


 


7.              Contact
Successful - Note: SOW 19 defines “successful” contact.  If NPAC representative is able to contact
someone that person must be LNP knowledgeable, i.e. they must be able to make
requested change ASAP.  The LNP
knowledgeable person must also be able to provide their SPID number, Name and
Authorization PIN for their company.  If NPAC representative contacts
Service Provider person who is LNP knowledgeable and is capable of correcting
the port condition but refuses to correct the condition, then NPAC
representative will NOT correct the port condition in this situation.


 


8.              Contact
Unsuccessful – Note: SOW 19 defines “unsuccessful” contact.  NPAC representative creates SV in lieu of
Absent SP action unless the NPAC contacts an LNP knowledgeable person who
refuses to correct the port condition. 
The transaction date and time will be noted on the form.


 


9.              Absent
SP Notification – NPAC representative will notify the Absent SP of actions
taken.  This notification will be by
email or fax depending on the contact info the SP has provided.  This data will be noted on the form.


 


10.       Trouble
Ticket Number - NPAC will create a Trouble Ticket during this process.  The Ticket number will be used for reference
on subsequent calls regarding the same issue.


 


11.       Comments –
Include any other pertinent information to thoroughly document process.


 


* NPAC will retain the completed EAF for a period
of no less than 12 months.


 





















 


Attachment B


 


Methods and Procedures (M&P)


 





















 





 


STATEMENT
OF WORK


 


FOR


 


CONTINUING
CERTIFICATION PROCESS

(CCP)


 


UNDER
AGREEMENT NPAC/SMS


 





















 


STATEMENT
OF WORK

FOR

Continuing Certification Process (CCP)

Under Agreement for NPAC/SMS


 


1.                                      PARTIES &
EFFECTIVITY.


 


This Statement of Work (this “SOW”) is entered into
pursuant to Article 13 of, and on execution shall be a part of, the
respective Agreement for Number Portability Administration Center/Service
Management System (each, a “Master Agreement”) by and between NeuStar, Inc.
(“Contractor”) and the respective limited liability companies indicated below
(the “Subscribing Customers”):


 


North
American Portability Management, LLC (“NAPM”), as successor to each of:


 


•                  LNP,
LLC (Midwest)


•                  Southwest
Region Portability Company, LLC


•                  Northeast
Carrier Acquisition 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


 


This SOW
shall be effective only upon execution by Contractor and all of the Subscribing
Customers.  The number
in the upper right hand corner refers to this SOW.  Capitalized terms used herein without
definition shall have the meanings as defined in the Master Agreements.


 


2.                                      SCOPE
OF ADDITIONAL SERVICES.


 


2.1 No Enhancements.


 


The Additional Services
set forth in this SOW are not an Enhancement to the NPAC/ SMS as defined under
the Master Agreement.


 


2.2 Purpose.


 


The Additional Services ensure that all Users are maintaining a system
that does not impact the NPAC/SMS and other providers when the NPAC software
application is changed or modified as required under any other statement of
work.  Users’ systems must support new
NPAC/SMS Software releases agreed to by the NANC and the NAPM.  User
systems that do not meet these requirements may be a significant inhibitor of
systems operations and efficiency for local number portability across the
industry.  This Article defines the
requirements for ensuring that all Users are maintaining a system that does not
adversely impact the NPAC/SMS and other providers when the NPAC software
application is changed.  This SOW
defines the process to ensure certification for NPAC/SMS Software releases agreed


 





















 


to
by the Subscribing Customers and as implemented by Contractor, including but
not limited to SOW 15 - Release 3.0.


 


2.3 Continuing Certification Testing.


 


Each
User shall satisfactorily complete User Continuing Certification Testing (“CCT”) provided for in each SOW.  A User shall not establish or maintain an
active association with the NPAC following the production release of a software
version subject to each SOW, unless and until User shall have satisfactorily
completed the CCT.


 


2.4 Initial Suspension.


 


If a User does not
satisfactorily complete such CCT at least five (5) days prior to a new
production release of the NPAC/SMS Software, as defined by the NPAC/SMS Release
project plan, and such User has not voluntarily agreed to suspend its
association with the NPAC/SMS at least one (1) day prior to the new
production release date, then the Contractor may suspend the User’s association
and User shall not be allowed to re-establish its association unless or until
User has completed CCT (the “Initial Suspension”).  Contractor shall notify the appropriate
Subscribing Customer or Project Executive of the date such Initial Suspension
occurred.  During any suspension of User’s
association in accordance with this SOW, User shall remain obligated with
respect to all charges as would otherwise be charged under the Master Agreement
and User Agreement.


 


If a User fails to
complete CCT within the time allotted, as per the NPAC/SMS Release project
plan, and Contractor has suspended such User’s association, then Contractor
shall notify User that User has thirty (30) calendar days (the “Initial
Suspension Period”), from receipt of such notification in which to complete
CCT.  During the Initial Suspension
Contractor shall furnish one (1) bulk data download (“BDD”) per applicable
NPAC region per day without charge and User shall accept and install such
BDD.  Upon expiration of the Initial
Suspension period, Contractor shall have the right to exercise one (1) of
the following options (Contractor may consult with Subscribing Customers on a
case-by-case basis about which option is selected.):


 


Option 1 - Continued Suspension


 


After the Initial Suspension period Contractor may
elect to continue the User Agreement by providing notice no later than the end
of the Initial Suspension Period, and thus continue providing User with BDDs
(the “Continued Suspension Period”).  In
such a case, Contractor shall provide one (1) BDD per applicable NPAC
region per day for a fee (see Exhibit E, attached, for pricing) and User
shall accept and install such BDD.


 


Option 2 - Termination


 


The
User Agreement shall terminate if Contractor (a) does not elect during the
Initial Suspension Period to continue the User Agreement or (b) provides
notice of termination during any Continued Suspension Period.  User shall be charged and be liable for all
fees associated with subsequently establishing service as a new User in
accordance with the requirements of the then extant User Agreement.


 





















 


2.5 Amendment
to Section 10.1(e) of User Agreement


 


The User Agreement is hereby amended to add a new
paragraph (e) to Subsection 10.1 (“Termination”), reading, in its
entirety, as follows:


 


(e)                                  immediately,
upon  the expiration of a thirty (30) day
period following receipt of written notice from Contractor that the User has not satisfactorily completed Continuing
Certification Testing, unless Contractor elects, at its option, to continue the
User Agreement, notice of which must be provided to the User no later than the
end of the forgoing thirty (30) day period, until Contractor otherwise
terminate the User Agreement upon written notice.. 


 


2.6 Requirements for Interoperability Testing.


 


ITP must be performed on
a SOA/LSMS Developer’s software anytime that a change is made to the interface
(GDMO or ASN.1) of either the NPAC SMS or the Developer’s SOA/LSMS.  In the event that the interface change is
initiated by the NPAC SMS, the SOA/LSMS Developers shall perform ITP on each
version of SOA/LSMS software that may potentially be used by Users with the new
NPAC SMS interface.


 


The following outlines
the required level of testing for specific scenarios:


 


(a)          When
a local product (SOA/LSMS) is compiled with the current interface model, and a
new local feature (SOA/LSMS feature) is implemented that does NOT involve a
change in the use of the interface model, and the NPAC SMS is compiled with the
current model, then no ITP testing is required.


 


(b)         When
a local product is compiled with the current interface model, and no new local
features implemented, and the NPAC SMS is compiled with the new interface
model, then ITP testing is required [standard regression test cases].


 


(c)          When
a local product is compiled with the new interface model, and no new local
features implemented, and the NPAC SMS is compiled with the new interface
model, then ITP testing is required [standard
regression test cases].


 


(d)         When
a local product is compiled with the new interface model, and new local
features are implemented that involve the interface, and the NPAC SMS is
compiled with the new interface model, then ITP testing is required [standard regression test cases and new functionality
test cases].


 


(e)          When
a local product is compiled with the current interface model, and new local
features are implemented that involve the interface, and the NPAC SMS is
compiled with the current model, then ITP testing is required [new functionality test cases].  Note: the regression test cases would have
been addressed when the vendor upgraded the local product to the current
version of the interface model.


 


2.7 Requirements for Turn-Up Testing.


 


Turn-Up Testing, which
includes new NPAC SMS software release functionality testing and regression
testing, must be performed on a Service Provider’s SOA/LSMS software anytime
that a change is made


 





















 


to the interface (GDMO or
ASN.1) of the NPAC SMS.  In the event
that the interface change is initiated by the NPAC SMS, the Users shall perform
Turn-Up Testing on each version of SOA/LSMS software that may potentially be
used with the new NPAC SMS interface.


 


If any of the following scenarios apply, Turn-Up
Testing is required by Users.  The
following outlines the required level of testing for specific scenarios:


 


(a)          When
a local product (SOA/LSMS) is compiled with the current interface model, and a
new local feature (SOA/LSMS feature) is implemented that does NOT involve a
change in the use of the interface model, and the NPAC SMS is compiled with the
current model, then Turn-Up Testing is optional.  Test cases to be performed at the discretion
of User. [standard regression test cases].


 


(b)         When
a local product is compiled with the current interface model, and no new local
features are implemented that involve the interface, and the NPAC SMS is
compiled with the new interface model, then Turn-Up Testing is required [standard regression test cases].


 


(c)          When
a local product is compiled with the new interface model, and no new local features
are implemented that involve the interface, and the NPAC SMS is compiled with
the new interface model, then Turn-Up Testing is required [standard regression test cases].


 


(d)         When
a local product is compiled with the new interface model, and new local
features are implemented that involve the interface, and the NPAC SMS is
compiled with the new interface model, then Turn-Up Testing is required [standard regression test cases and new functionality
test cases].


 


(e)          When
a local product is compiled with the current interface model, and new local
features are implemented that involve the interface, and the NPAC SMS is
compiled with the current model, then Turn-Up Testing is required [standard regression test cases and new functionality
test cases].


 


3.                                      OUT
OF SCOPE SERVICES.


 


This SOW contains the
agreed upon terms and conditions that shall govern Contractor’s performance of
the services described herein.  The
services provided for in this SOW and for which Contractor shall be compensated
in accordance with Section 6, herein, shall not be interpreted, implied,
or assumed to include any other service(s), including additional or changed
services, not specifically described in Section 2, Scope of Additional
Services.  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, Section 13,
Additional Services.


 


4.                                      PROJECT
SCHEDULE.


 


The schedule set
forth in the following table is a summary of tasks and time frames for
implementation:


 


	
  Phase

  	
   

  	
  Summary Milestone

  	
   

  	
  Interval

  
	
  Phase 0.0

  	
   

  	
  Statement of Work Effective

  	
   

  	
  Week 0

  
	
  Phase 1.0

  	
   

  	
  Develop Communication and Education Plan

  	
   

  	
  Week 1

  
	
  Phase 2.0

  	
   

  	
  Notify Subscribing Customers of CCP Procedures

  	
   

  	
  Week 2

  



 





















 


5.                                      COMPLETION
AND ACCEPTANCE CRITERIA.


 


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


 


	
  N/A

  	
   

  	
  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 (INCLUDES EXISTING SPECIFICATIONS).


 


	
  None

  	
   

  	
  Master Agreement

  
	
  None

  	
   

  	
  Exhibit B
  Functional Requirements Specification

  
	
  None

  	
   

  	
  Exhibit C
  Interoperable Interface Specification

  
	
  

  	
   

  	
  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

  
	
  

  	
   

  	
  Exhibit J
  User Agreement Form

  
	
  None

  	
   

  	
  Exhibit K
  External Design

  
	
  None

  	
   

  	
  Exhibit L
  Infrastructure/Hardware

  
	
  None

  	
   

  	
  Exhibit N
  System Performance Plan for NPAC/SMS Services

  



 


7.                                      PRICING.


 


7.1 Obligation.


 


Upon execution of this
SOW, Contractor shall be entitled to full compensation for Additional Services
described herein in the amount and on the terms and conditions described below.
Such compensation


 





















 


shall be the obligation
of each User.  For the purposes of and in
accordance with Section 23.3 (“Users’ Liability for Payments”) of the
Master Agreement, these Additional Services shall be considered by all Users 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, 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 charged User(s) as provided for herein.


 


7.2 CCP Option
Pricing.


 


Pricing
under this SOW is set forth in the Pricing Exhibit, which amends Exhibit E,
Schedule 1, Category 2 of the Master Agreement.


 


7.3 Payment.


 


Contractor shall prepare
invoices (separate from Master Agreement invoicing, but which may include
invoicing for other SOW charges) on the last day of a calendar month and send
to each User for the amount of its User Charges.  Contractor shall also prepare and deliver to
Customer a report (the “Monthly Summary of Charges”) setting forth the billing
calculation above for each User in the Service Area, and for all Users within
the Service Area.  All invoices shall be
due and payable within thirty (30) 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 Collections &
Remedies.


 


Collections and remedies
for those carriers and other entities that are Users (including without
limitation that disputes be resolved by arbitration as specified in Article 13
of the User Agreement) will be governed by the User Agreement.


 


7.5 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 less than 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


 


7.6 No Withholding.


 


Notwithstanding the
foregoing, User may not withhold payment of any amounts invoiced by Contractor
based solely upon a dispute between Customer and User concerning how User is
allocated charges under the Allocation Model.


 





















 


7.7 Annual Target Amounts.


 


The payments provided for in this Section shall
not be applied against the Annual Target Amounts referred to in the Master
Agreement.


 


7.8 Taxes.


 


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


 


7.9 Assignment
of Monies Due.


 


As provided in Section 22.2
of the Master Agreement, Contractor may, upon written notice to Customer,
assign monies due or that are to become due under a Statement of Work, provided
that no such assignment may impose upon Customer or Users any obligations in
addition to or different than those set forth in this Agreement or the subject
Statement of Work, or preclude Customer or Users from dealing solely and
directly with Contractor in all matters pertaining to this Agreement or the
subject Statement of Work, including the negotiation of amendments and the
settlement of disputed invoices.


 


8.                                      CONTINUATION
OF MASTER AGREEMENT AND USER AGREEMENT.


 


Except as specifically
modified and amended hereby (including by the SOW Specifications where
applicable), 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 effectiveness of
this SOW, this SOW shall be a part of the Master Agreement and, as such, shall
be subject to the terms and conditions therein.


 


9.                                      JOINDER.


 


If at any time hereafter
a Customer, other than a Subscribing Customer desires to become a Subscribing
Customer such Customer may become a Subscribing Customer by executing a joinder
agreeing to be bound by the terms and conditions of this SOW, as modified from
time to time.  A Customer executing such
a joinder shall share in the payment of the price of the Additional Services
provided for herein in a fair and equitable manner, and in no event in excess
of the payments which would have been incurred had such Customer been a
Subscribing Customer at the time of effectiveness of this SOW, excluding any
incremental work borne by the Contractor in order to properly implement the
Additional Services provided herein.


 


10.                               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.


 


11.                               ENTIRE
AGREEMENT.


 


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.


 


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


 


CONTRACTOR:


 


NEUSTAR


 


	
  By:

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SUBSCRIBING
  CUSTOMERS:

  
	
   

  
	
  NORTH AMERICAN PORTABILITY
  MANAGEMENT, LLC

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  
					



 





















 


PRICING EXHIBIT


 


AMENDING SCHEDULE 1, CATEGORY 2
OF EXHBIT E OF THE MASTER AGREEMENT


 


	
  Category

  	
   

  	
  Service Element

  	
   

  	
  Unit

  	
   

  	
  Price

  	
   

  
	
   

  	
   

  	
  [* * *]

  	
   

  	
  [* * *]

  	
   

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
  [* * *]

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
									



 





















 





 


STATEMENT OF WORK

FORT/N PRICE REDUCTION AND CONTRACT UPDATE AND EXTENSION


 





















 


	
  December 1, 2000

  	
   

  	
  SOW 25NE

  



 


STATEMENT
OF WORK

(Northeast Region Service Area)


 


1.  INTRODUCTION; PARTIES.  This Statement of Work (referred to herein as
“this SOW” and referred to in the Master Agreement, as defined below, as “SOW
25NE”) is entered into pursuant to Article 13 and Article 30 of, and
on execution shall be a part of, the Agreement for Number Portability
Administration Center / Service Management System (the “Master Agreement”)
between NeuStar, Inc., a Delaware corporation (“Contractor”), and the
North American Portability Management LLC, a Delaware limited liability company
(the “Customer”), as the successor to the Northeast Carrier Acquisition
Company, LLC, a New York limited liability company.


 


2.  SOW EFFECTIVE DATE.  This SOW shall be effective with respect to
the Contractor and the Customer only on execution by Contractor and Customer in
accordance with Article 30 of the Master Agreement, and the date this SOW
becomes effective shall be the “SOW Effective Date.”  Except as otherwise specified herein, the
provisions of this SOW shall be effective as of the SOW Effective Date.  The number in the upper right hand corner
refers to this SOW.  Unless otherwise
explicitly defined herein, capitalized terms used herein shall have the
meanings as defined in the Master Agreement.


 


3.  CONSIDERATION RECITAL.  In consideration of the terms and conditions
set forth in this SOW, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
set forth in this SOW. Except for the resolution of the Dispute (as defined
below), the modifications and amendments made herein were negotiated together,
and each is made in consideration of all of the other terms herein.  All such modifications and amendments are
interrelated and are dependent on each other. 
No separate, additional or different consideration is contemplated with
respect to the modifications and amendments herein.


 


4.                                      MODIFICATION OF AND AMENDMENT TO THE
MASTER AGREEMENT.


 


4.1  Extension of Initial Term.  Article 3 of the Master Agreement hereby
is amended in its entirety to read as follows:


 


This
Agreement shall commence as of the Effective Date of this Agreement and
continue for an initial term ending on May 31, 2006 (the “Initial Term”),
unless terminated earlier under the terms of this Agreement.


 


After
the Initial Term, this Agreement automatically shall be renewed without further
action by either Contractor or Customer for one additional year, ending on May 31,
2007


 


2





















 


	
  December 1, 2000

  	
   

  	
  SOW 25NE

  



 


(the “Automatic
One-Year Renewal Term”) if and only if both of the following two requirements
are satisfied:  (1) Exhibit N
was amended in accordance with Section 4.10 of that certain SOW 25NE; and (2) Contractor
has not received any “Failure” for any “GEP Element” (as defined in Section 32.2
of this Agreement) in any of the two Evaluation Periods (as defined in Section 32.1
of this Agreement) immediately preceding May 31, 2006; provided, however,
that for purposes of determining satisfaction with respect to the Automatic
One-Year Renewal Term of the second requirement set forth above, a “Failure”
for GEP Elements 5 and 6 shall be as expressly defined in Sections 32.6f(2)(B) and
32.6g(2)(B), respectively.


 


If
Contractor disputes the asserted failure of Contractor to satisfy either one or
both of the requirements set forth in the preceding sentence, Contractor may
seek resolution of the dispute in accordance with Article 26 of this
Agreement, but all parties agree that pending a final and binding
determination, regarding whether Contractor failed to satisfy either or both of
the requirements, rendered on or before May 31, 2006, there shall be no
Automatic One-Year Renewal Term, subject to all rights and remedies available
to Contractor in arbitration pursuant to Section 26.2 of the Agreement,
including, if the Contractor prevails, but not limited to, the award of damages
from the date the Customer failed to give effect to the Automatic One-Year
Renewal Term.


 


Notwithstanding
the foregoing, even in the event that Contractor fails to satisfy the
requirements for an Automatic One-Year Renewal Term, after the expiration of
the Initial Term or after the expiration of the Automatic One-Year Renewal
Term, if in effect, this Agreement shall automatically renew for consecutive
one year terms (one year at a time) unless an election not to renew is made either
(i) by Customer, by providing at least ninety (90) days written notice to
Contractor prior to the end of the Initial Term or any subsequent term in which
the Agreement is in effect, including, the Automatic One-Year Renewal Term if
it is in effect, or (ii) by Contractor, by providing at least one hundred
and eighty (180) days written notice to Customer prior to the end of the
Initial Term or any subsequent term in which the Agreement is in effect,
including, the Automatic One-Year Renewal Term if it is in effect.


 


4.2  Revision to Exhibit E and Pricing
Schedules.  The
parties agree that effective on the SOW Effective Date, Exhibit E shall be
amended and restated in its entirety as set forth on Attachment 1, attached
hereto and made a part hereof.


 


4.3  Revision to NPAC
User Support Contacts; NPAC/SMS Hotline Calls.


 


4.3.1                     Amendment
to Section 6.2.


 


4.3.1.1               Hotline M&P Document.  Effective upon the date which is the later of
the date that (i) Contractor and Customer have agreed (subject to the
requirements of Section 4.3.1.3 below) to the contents of the “Hotline
M&P Document” (as defined below in Section 4.3.2 of this SOW) and (ii) Contractor
has published and implemented the Hotline M&P Document (the “Hotline
M&P Document Effective Date”), Section 6.2(b)(i) of the Master
Agreement shall be amended in its entirety to read as follows:


 


3





















 


	
  December 1, 2000

  	
   

  	
  SOW 25NE

  



 


(i)                                     NPAC
User Support Contacts: NPAC/SMS Hotline Calls. 
A per-”contact” charge set forth in Category 2 of Schedule 1 to the
Pricing Schedules will be assessed by Contractor for “contacts” received by
Contractor from a User for “Billable NPAC User Support Manual Requests,” as
defined in Footnote 3 to Schedule 1 of the Pricing Schedules, commencing
one (1) month after the date such new User completes initial Turn-up
Testing.  An initial phone call, e-mail
message, facsimile transmission, or any other form of written or oral
communication from a User, and all follow-up communications relating directly
to the subject matter of the initial communication, shall constitute a single “contact”
hereunder.  Contractor will report the
respective User charges to Customer in the Monthly Summary of Charges.  Contractor will invoice such charges to the
respective Users that requested and received such services.


 


4.3.1.2               Charges
Prior to M&P Hotline Effective Date. 
Until the Hotline M&P Document Effective Date, all the per contact
charges set forth in Category 2 of Schedule 1 to the Pricing Schedules
(prior to the SOW Effective Date) shall remain as in effect, as implemented by
that certain letter dated September 23, 1999, titled, User Support Manual
Request Charge Policy (Revised), from David Heath to the LLC Presidents, Chairs
and Project Executives.


 


4.3.1.3               Customer
Determination. In exercising its power to make any determination to approve
the Hotline M&P Document, Customer shall be required to make such
determination in good faith and in the exercise of commercial reasonableness
for similar industries and for similar purposes.  In addition, for purposes of such
determination, Customer shall be presumed to have approved the Hotline M&P
Document unless on or before the 7th calendar day following delivery
by Contractor of the proposed Hotline M&P Document, Customer has (i) delivered
to Contractor written notification of non-approval and (ii) specified the
proposed revisions required by Customer.


 


4.3.2  Amendment to Section 10.1.  Section 10.1 of the Master Agreement is
amended by adding the following language after the last sentence thereof:


 


On or
before the 46th day after the SOW Effective Date of that certain SOW
25NE, Contractor shall prepare, issue, and implement a Methods and Procedures
Document expressly dealing with the Hotline Service and charges thereof (the “Hotline
M&P Document”). Thereafter, Contractor will periodically update, as needed,
in consultation with the Project Executives of the Customer and upon approval
of the Project Executives, the Hotline M&P Document and operate the Hotline
Service in accordance with such Hotline M&P Document.  The Hotline M&P Document shall include in
reasonably adequate detail the following minimum elements:


 


4





















 


	
  December 1, 2000

  	
   

  	
  SOW 25NE

  



 


(1)                                  Description
and plan for implementation of a procedure for the publication of the list of
Billable NPAC User Support Manual Requests, the process for charging for such
Billable NPAC User Support Manual Requests via various media, including direct
mail, electronic mail, public and private meeting announcements, Web posting,
bill inserts, publication in the Contractor’s 
newsletter and in the Contractor’s 
training materials.


 


(2)                                  Description
and implementation of an automatic Voice Response Unit (VRU) greeting that in
summary fashion does or allows the following:


 


(a) Describes the billing process for Hotline
Service and warns the caller that a contact with Hotline Service personnel may
result in the imposition of a charge, depending on the category of the contact,
and permitting contact termination without charge.


 


(b) Offers certain limited dial out options or
prompts (if available) to direct call traffic, for example to the IVR, at no
charge.


 


(3)                                  Preparation
and use of standardized Hotline Service scripts and protocols.


 


(4)                                  Description
and implementation of a protocol and procedure requiring Hotline Service
personnel contacted to collect certain information from the caller and then to
announce (the “Billable Warning”) that based upon that information (A) the
contact constitutes a Billable NPAC User Support Manual Request, (B) continuation
of the contact will result in a charge and (C) that termination of the
contact at this point, at the caller’s option, will avoid any charge.


 


In
exercising the power to make any determination to approve updates to the
Hotline M&P Document proposed by Contractor, Customer shall be required to
make such determination in good faith and in the exercise of commercial
reasonableness for similar industries and for similar purposes.  In addition, for purposes of such
determination, Customer shall be presumed to have approved each proposed update
to the Hotline M&P Document unless on or before the 7th calendar
day following delivery by Contractor of the proposed update to the Hotline
M&P Document, Customer has (i) delivered to Contractor written
notification of non-approval and (ii) specified the proposed revisions
required by Customer.


 


4.4   Revision to Exhibit H.
The parties agree that Exhibit H hereby is amended and restated in its
entirety as set forth on Attachment 2, attached hereto and made a part hereof.


 


4.5   Temporary Modification of SLR-2 Service
Level.  In
accordance with the authority reserved to the parties under Section 8.3 of
the Master Agreement to agree on adjustments to


 


5





















 


	
  December 1, 2000

  	
   

  	
  SOW 25NE

  



 


Service Levels that do
not or would not involve or necessitate a change to or modification of the
NPAC/SMS, Contractor and Customer (a) have prior to the SOW Effective Date
entered into a letter agreement (the “SLR-2 Letter Agreement”) that temporarily
modified the “Service Commitment Level” and the “Performance Credit” for SLR-2
shown on Exhibit G to the Master Agreement and (b) hereby agree,
effective as of the SOW Effective Date, to modify both the (1) ”Service
Commitment Level” and the “Performance Credit” for SLR-2 shown on Exhibit G
to the Master Agreement and (2) the operation of GEP Element No. 3
under Article 32 of the Master Agreement (as added by this SOW), both in
accordance with Attachment 3 (“Temporary SLR-2 Modification”), incorporated by
reference herein and made a part hereof. 
The SLR-2 Letter Agreement (in accordance with its terms, including but
not limited to its expiration) and Attachment 3 are incorporated by reference
herein and made a part hereof.  Unless
the Contractor and Customer otherwise agree in writing on or before April 30,
2001, in accordance with Section 8.3 of the Master Agreement to extend the
Temporary SLR-2 Modification or otherwise to change or to modify SLR-2, all
aspects of SLR-2, including the “Service Commitment Level” and the “Performance
Credit” shall on May 1, 2001, immediately and without further action by
any party, revert to those shown on Exhibit G to the Master Contract prior
to the SOW Effective Date, and without modification by the SLR-2 Letter
Agreement.  This agreement of the parties
to the Temporary SLR-2 Modification is not intended by itself to in any way
constitute an agreement or waiver of the Performance Credits, if any,
referenced in Exhibit G (except as modified by the SLR-2 Letter Agreement,
until its expiration by its terms) for any time prior to the SOW Effective Date
or for any time following expiration the Temporary SLR-2 Modification.


 


4.6   Root Cause and Problem Escalation
Provisions.  The
parties agree that Article 10 of the Master Agreement hereby is amended by
adding the following sections at the end thereof:


 


10.3  Root
Cause Analysis and Reports.


 


In addition to any of the other requirements of Contractor under Section 10.2
the following reports (referred to collectively as “Root Cause Reports”) shall
be delivered by Contractor within the following time periods following
detection by Contractor of a Material Defect that affects more than one User
(referred to herein as an “Outage”):


 


(a)                                  Preliminary
Root Cause Analysis Report.  Within
24 hours following detection of the Outage, a preliminary root cause analysis
report (the “Preliminary Root Cause Analysis Report”) will be prepared and
delivered to the Customer, setting forth the following (at a minimum):


 


(1)                                  Contractor’s
best determination at that point in time of the root cause for the Outage,
based upon exercise of commercially reasonable and industry accepted techniques
and practices to determine such root cause;


 


(2)                                  A
brief description of the techniques and practices actually employed by
Contractor to make the determination; and


 


6





















 


	
  December 1, 2000

  	
   

  	
  SOW 25NE

  



 


(3)                                  A
summary of the reason or basis for Contractor’s determination.


 


(b)                                 Definitive
Root Cause Analysis Report.  Within
the earlier of 5 business days following issuance of the Preliminary Root Cause
Analysis Report or 5 business days plus 25 hours following detection of the
Outage, a “Definitive Root Cause Analysis Report” will be prepared and
delivered to the Customer, setting forth the following (at a minimum), subject
to the further requirement summarized below, in the event Contractor is unable
definitively to determine the root cause in this time period:


 


(1)                                  Either:


 


(A)  Contractor’s best and definitive
determination at that point in time of the root cause for the outage, based
upon exercise of commercially reasonable and industry-accepted techniques and
practices to determine such root cause and a statement that Contractor believes
this determined cause to be the definitive root cause for the Outage; or


 


(B)  Contractor’s best determination at that
point in time of the root cause for the outage, based upon exercise of
commercially reasonable and industry accepted techniques and practices to
determine such root cause and a statement of why Contractor in unable at that
time to conclude that that cause is the definitive root cause for the Outage;


 


(2)                                  A
brief description of the techniques and practices actually employed by
Contractor to make the determination;


 


(3)                                  A
summary of the reason or basis for Contractor’s determination; and


 


(4)                                  Either:


 


(A)  If the root cause identified in this
Definitive Root Cause Analysis Report is different than the root cause
identified in the Preliminary Root Cause Analysis Report, a summary of the
reasons for the difference in determinations; or


 


(B)  If the root cause identified in this report
is not identified as the definitive root cause for the Outage, a summary of the
steps Contractor will follow to continue its investigation into determining the
definitive root cause.


 


(c)                                  Root
Cause Follow-up Reports.  If
Contractor is unable in the first Definitive Root Cause Analysis Report
described above definitively to determine the root cause for the Outage,
Contractor shall prepare and deliver periodic “Definitive Root Cause Analysis
Follow-up Reports” having the following minimum requirements:


 


(1)                                  Initiation.  The Definitive Root Cause Analysis Follow-up
Reports shall commence being issued 5 business days following the earlier to
occur of the date


 


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the
Definitive Root Cause Analysis Report should have been issued (even if not
issued) or the issuance of the Definitive Root Cause Analysis Report.


 


(2)                                  Interim.  Subsequent Definitive Root Cause Analysis
Follow-up Reports shall continue to be prepared and issued every 5 business
days following the date the first Definitive Root Cause Analysis Follow-up
Report should have been issued (even if not issued).


 


(3)                                  Termination.
Definitive Root Cause Analysis Follow-up Reports shall not be issued for an
Outage if either:


 


(A) 
Contractor prepares and issues a Definitive Root Cause Analysis


Report
setting forth Contractor’s best and definitive determination at that point in
time of the root cause for the Outage, based upon exercise of commercially
reasonable and industry accepted techniques and practices to determine such
root cause and a statement that Contractor believes this determined cause to be
the definitive root cause for the Outage, and otherwise satisfying the
requirements for a Definitive Root Cause Analysis Report summarized above; or


 


(B)  Contractor prepares and issues a Root Cause
Analysis Termination Report setting forth the following (at a minimum):


 


(i)                                     A
statement that Contractor is unable definitively to determine the root cause
for the Outage, based upon exercise of commercially reasonable and industry
accepted techniques and practices;


 


(ii)                                  A
statement that Contractor has exhausted all commercially reasonable and
industry accepted techniques and practices for attempting to determine the
definitive root cause for the Outage;


 


(iii)                               A
statement that Contractor believes, based upon commercially reasonable and
industry accepted techniques and practices that even without definitively
determining the root cause for the Outage, that the corrective action set forth
in the Corrective Action Plan described below adequately will prevent a
reoccurrence of the Outage; and


 


(iv)                              A
summary of the reasons for Contractor’s belief that the corrective action set
forth in the Corrective Action Plan described below adequately will prevent a
reoccurrence of the Outage.


 


(d)                                 Corrective
Action Plan.


 


(1)                                  Timing.  Within the 10 business days after the date
the Preliminary Root Cause Analysis Report should have been issued (even if not
issued), Contractor shall prepare and issue a Corrective Action Plan setting
forth a summary of the


 


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corrective
action to be taken and the schedule for implementation of the corrective
action to avoid a reoccurrence of an Outage, based upon the definitive root
cause determined by Contractor to have caused the Outage; provided, however,
that even if Contractor has been unable at the time of the issuance of the
Corrective Action Plan definitively to have determined the root cause, the
Corrective Action Plan shall nonetheless be required as set forth herein based
upon the root cause as then determined by Contractor (even if not definitive),
but shall also include “work around” plans, if available and commercially
practicable, in the event the root cause as then determined is not correct. The
Corrective Action Plan shall also summarize the reasons for the recommended
corrective action, based upon commercially reasonable and industry accepted
techniques and practices.


 


(2)                                  Final
Plan.  Within 10 business days following
the issuance of either (i) a Definitive Root Cause Analysis Report or (ii) if,
in the Definition Root Cause Analysis Report Contractor is unable definitively
to determine the root cause of the Outage, a Root Cause Analysis Termination
Report, Contractor shall issue a Definitive Correction Action Plan, setting
forth the corrective action and the schedule for implementation of the
corrective action determined to be taken to avoid a reoccurrence of an
Outage.  The Definitive Corrective Action
Plan shall also summarize the reasons for the recommended corrective action, based
upon commercially reasonable and industry accepted techniques and practices.


 


10.4 
Problem Escalation and Substantiation.


 


(a)                                  Timeframes
and Hierarchy for Escalation.  If an
Outage is not resolved then Contractor agrees that primary management and
direct responsibility for its resolution will be escalated to successively
higher levels of supervisory personnel within Contractor, as follows:


 


•  Manager Level, within 30
minutes following detection, if not resolved.


•  Director Level, within 60
minutes following detection, if not resolved.


•  Vice President Level,
within 120 minutes following detection, if not resolved.


 


For purposes of the foregoing, “resolved” and “resolution” with respect
to any Outage shall mean that the Outage has been ended and Service Availability
has been restored.  If the internal
management structure of Contractor or the nomenclature used to describe
Contractor’s management structure change, then escalation shall occur in
accordance with this provision to those levels of supervisory personnel within
Contractor that have duties and responsibilities substantially equivalent to or
greater than those identified in this provision as of the SOW Effective Date of
that certain SOW 25NE.


 


(b)                                 Substantiation
of Escalation.  Escalation in accordance with
the above-summarized schedule and hierarchy will be documented and
substantiated by delivery of electronic mail communications showing both a date
and time stamp, with a hard-copy of


 


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such electronic mail communications printed and stored by Contractor
during the entire term of the Agreement, for later retrieval and review.


 


10.5 
Detection Defined.


 


For purposes of this Article 10, the terms “detection,” “detect”
or “detected” with respect to an Outage shall be considered to mean that point
in time which corresponds to the commencement of the occurrence of that event
which constitutes the beginning time of Service Unavailability as defined in Exhibit G.


 


4.7  Deletion of Commercial General Liability
Insurance Requirement. 
Section 20.4 of the Master Agreement is hereby amended by deleting
subsection (iii) thereof.


 


4.8
Addition of Gateway Evaluation Process. The Master
Agreement is hereby amended as of the SOW Effective Date by the addition of Article 32,
which will read in it entirety as follows:


 


ARTICLE 32 – GATEWAY EVALUATION PROCESS


 


32.1  Gateway Evaluation Process Overview.


 


The
Gateway Evaluation Process (the “GEP”) shall measure Contractor’s satisfaction
of seven separate elements (collectively, the “GEP Elements”) set forth in this
Article 32, during specific 12 consecutive calendar month periods
described in this Article 32 (each period referred to as an “Evaluation
Period” or “EP”).  The GEP for each
respective EP shall, pursuant to the Audit Plan (as defined below), be measured
by Contractor and audited (the “GEP Audit”) by an auditor selected and
compensated in accordance with the requirements of Section 32.4 of this
Agreement (the “GEP Auditor”).


 


The
GEP and the GEP Audit, including the results thereof, for any EP will be used
solely for purposes of (a) determining whether a “Reduced TN Porting Price”
(defined in Section 32.5 hereof) shall apply for an “Applicable Reduction
Period” (defined in Section 32.5 hereof) and (b) determining whether
Contractor qualifies for an Automatic One-year Renewal Term pursuant to Article 3
of this Agreement.


 


The
GEP is independent of any of the requirements in the Agreement for Contractor
to provide Services in accordance with the Agreement.  Further, nothing in this Article 32
shall limit or otherwise restrict the rights of the Customer or any User under
any other provision of the Agreement or any User Agreement.  The parties acknowledge that the
implementation of the GEP during the entire term of this Agreement is a
material obligation under this Agreement for purposes of Section 16.5 of
this Agreement, and the parties expressly acknowledge and agree that the
failure of Contractor to implement the GEP during any time during the entire
term of this Agreement shall entitle Customer to reductions to the Base TN
Porting Price in accordance with Section 32.5(f) of this Agreement.


 


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Notwithstanding
the foregoing, the parties expressly acknowledge and agree that the GEP does
not obligate Contractor to perform any of the GEP Elements specified under this
Article 32, and the “Failure” of any GEP Element, in whole or in part,
will not constitute a failure by Contractor to perform a “material obligation”
under Section 16.5 hereof, unless the events that constitute such “Failure,”
under provisions other than Article 32, would give rise to rights or
remedies under other provisions of this Agreement.  The parties also expressly acknowledge and
agree that the only right or remedy available to Customer for the failure of
Contractor to perform any of the GEP Elements under this Article 32 or the
“Failure” of any GEP Element, in whole or in part, is the applicability of the
Reduced TN Porting Price in accordance with the terms of this Article 32
and the qualification for the Automatic One-Year Renewal Term under Article 3,
unless the events that constitute such “Failure,” under provisions other than Article 32,
would give rise to rights or remedies under other provisions of this Agreement.


 


32.2                                                                Gateway Elements Overview.


 


Each
GEP Audit shall consist of the measurement of the Contractor’s satisfaction of
the following GEP Elements:


 


a.                                                                                       Service
Performance Elements:


(1)                                                                                  Element
No. 1:  Service Availability
satisfaction, consisting of the following sub-elements


(a)                                                                                  Element
No. 1a:  SLR-1 satisfaction
pursuant to Section 32.6(a) of this Agreement.


(b)                                                                                 Element
No. 1b:  SLR-7 satisfaction
pursuant to Section 32.6(b) of this Agreement.


(2)                                                                                  Element
No. 2:  Report satisfaction,
pursuant to Section 32.6(c) of this Agreement.


(3)                                                                                  Element
No. 3:  Scheduled Service
Unavailability satisfaction, pursuant to Section 32.6(d) of this
Agreement.


(4)                                                                                  Element
No. 4:  Benchmarking satisfaction,
pursuant to Section 32.6(e) of this Agreement.


 


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b.                                                                                                                                      Customer-Oriented
Elements


(5)                                                                                  Element
No. 5:  Root Cause Analysis and
Reporting satisfaction, pursuant to Section 32.6(f) of this
Agreement.


(6)                                                                                  Element
No. 6:  Problem Escalation
satisfaction, pursuant to Section 32.6(g) of this Agreement.


(7)                                                                                  Element
No. 7:  Billing satisfaction,
consisting of the following sub-elements:


(a)                                                                                  Element
No. 7a:  Timeliness of Delivery
Satisfaction, pursuant to Section 32.6(h) of this Agreement.


(b)                                                           Element
No.7b:  Accuracy satisfaction,
pursuant to Section 32.6(i) of this Agreement.


 


32.3                                                Frequency


 


The
first Evaluation Period (the “First EP”) will commence on the first day of the
calendar month that is six months after the SOW Effective Date of that certain
SOW 25NE (the “First EP Commencement Date”). 
A GEP Audit will be initiated after the commencement of each EP,
commencing with the first GEP Audit (the “First GEP Audit”) for the First
EP.  Thereafter, a GEP Audit will
commence on the date which is 12 calendar months after the date of the
commencement of the immediately preceding EP. 
The commencement date of each EP and each GEP Audit shall be the same
date for all Service Areas within the United States.


 


32.4                                                GEP
Audit Mechanics


 


Prior to the commencement of the First GEP Audit,
Contractor and Customer will consult to determine definitively those aspects of
the GEP set forth in this Section 32.4. 
The GEP Audit mechanics will include the following elements:


 


(a)          Selection
of a GEP Auditor.  Subject to the
limitations and terms set forth herein, the qualifications of the GEP Auditor
shall be determined jointly by Contractor and Customer, and a GEP Auditor (and
any successor GEP Auditor if the originally selected GEP Auditor fails to act
for any reason, including but not limited to termination of such GEP Auditor’s
contract, as set forth below) shall be selected jointly by Contractor and
Customer.  The compensation paid to and
expense of the GEP Auditor shall be solely negotiated and paid for by the
Contractor.  The GEP Auditor shall be an
independent, neutral third party, which is an affiliate of neither the
Contractor or the Customer.


 


Contractor shall enter into a contract with the GEP Auditor
for the provision of services to perform the GEP Audit, which contract shall
clearly state and provide that the Customer shall not be liable for any costs
or expenses incurred by the GEP Auditor or for any compensation or other
payments of any nature to the GEP Auditor, and which contract further (1) shall
specify that Customer shall make the final determination with respect to all
issues for which Customer and the Contractor cannot agree and (2) shall
specify certain criteria, the failure of


 


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which shall require termination of the contract by the
Contractor (“Automatic Termination Criteria”).


 


The qualifications of the GEP Auditor, the scope of
the services to be provided by the GEP Auditor and the Automatic Termination
Criteria shall be determined jointly by Contractor and Customer. If Contractor
and the Customer cannot agree upon the qualifications of the GEP Auditor, upon
the scope of the services to be provided by the GEP Auditor or upon the
Automatic Termination Criteria on or before the date which is 4 months before
the commencement date for the First EP, the Customer shall make the relevant
determination with respect to which the Customer and Contractor could not agree,
and Contractor shall be required to enter into a contract one month prior to
the commencement of the first EP with the GEP Auditor which shall include the
provisions set forth above.  In making
any such determination upon the failure of the Contractor and the Customer to
agree within the time period set forth above, Customer shall be bound by the
requirements of Section 32.4(f) below.


 


(b)                                                         Audit
Metrics.  The specific criteria,
metrics and methods and techniques for obtaining data (including, but not
limited to, the determination of comprehensive data collection or specific
statistical sampling techniques), and the required contents of the GEP audit
report (“GEP Audit Report”) to be issued by the GEP Auditor for the purpose of
measuring Contractor’s satisfaction of each GEP Element (“Audit Metrics”) shall
be determined jointly by Contractor and Customer, in consultation with the GEP
Auditor.  If Contractor and Customer
cannot agree on any aspect of the Audit Metrics on or before the date which is
3 months before the commencement date for the First EP, the Customer alone
shall make such determination. In making any such determination upon the
failure of the Contractor and the Customer to agree within the time period set
forth above, Customer shall be bound by the requirements of Section 32.4(f) below.


 


(c)                                                          Audit
Plan.  The specific plan and schedule for
the accomplishment of the required GEP Audit and incorporating the Audit
Metrics, including, but not limited to, collection of data, consideration of
data, evaluation of results, initial validation process and the preparation of
a GEP Audit Report (collectively referred to as the “Audit Plan”) shall be
determined jointly by Customer and Contractor in consultation with the
potential GEP Auditor(s).  If the Contractor
and the Customer cannot agree on any aspect of the Audit Plan before the date
which is 2 months before the commencement date for the First EP, the Customer
alone shall make such determination, and Contractor shall be required to adhere
to and to incorporate such determination, into the Audit Plan and to issue the
Audit Plan on or before the date which is 1 month and 2 weeks before the
commencement date for the First EP. In making any such determination upon the
failure of the Contractor and the Customer to agree within the time period set
forth above, Customer shall be bound by the requirements of Section 32.4(f) below.


 


(d)         Validation
Process.  A trial sampling and
collection of data to validate the Audit Plan (the “Validation Process”) shall
be commenced on or before the date which is 1 month prior to the commencement
date for the First EP. During the Validation Process, the GEP


 


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Auditor(s) shall perform a trial audit and produce a
trial report within two months after the commencement of the first EP.


 


Based upon the results of the Validation Process,
aspects of the Audit Plan may be changed to more accurately measure compliance
with the GEP Elements.  If Contractor and
Customer cannot agree on any aspect of the revised Audit Plan before the date
which is 1 month after the delivery of the trial report by the GEP Auditor, the
Customer shall make such determination. In making any such determination upon
the failure of the Contractor and the Customer to agree within the time period
set forth above, Customer shall be bound by the requirements of Section 32.4(f) below.


 


(e)                                                          GEP
Audit Report.  The GEP Auditor will
prepare and issue a GEP Audit Report to the Contractor and to the Customer for
the applicable EP within 30 days following the conclusion the EP for which the
GEP Audit Report covers.  In the event
the GEP Auditor requires more than such thirty day period to issue the GEP
Audit Report, such period shall be extended by the amount requested by the GEP
Auditor, provided that the GEP Auditor has requested such extension in writing
and has provided the reasons therefor, and Customer has, subject to the
requirements of Section 32.4(f) hereof, agreed to such
extension.  Such GEP Audit Report shall
include, at a minimum, the following:  (1) a
determination for each GEP Element whether Contractor has “Failed” or “Missed”
such GEP Element and (2) adequate substantiation in support of the
preceding determinations.


 


(f)                                                            Customer’s
Standard.  In exercising its power to
make any determination under this Section 32.4 upon the failure of the
Customer and the Contractor to agree within the applicable time period set
forth therein, Customer shall be required to make such determination in good
faith and in the exercise of commercial reasonableness for similar industries
and for similar purposes (measured with respect to attempting to fulfill the
purposes of the GEP as set forth in this Article 32) and shall deliver the
result of such determination in writing to Contractor.  Notwithstanding anything to the contrary in
this Agreement, in the event Customer has not delivered any determination to be
made by Customer under Article 32 hereof within three business days after
the applicable date that Customer had the right to make the relevant
determination because of the failure of the Customer and Contractor to agree,
Contractor shall have the right to make such determination.


 


If Contractor disputes any determination made by
Customer upon the failure of the Customer and the Contractor to agree within an
applicable time period set forth in this Section 32.4, Contractor may seek
resolution of the dispute in accordance with Article 26 of this Agreement,
but all parties agree that pending a final and binding determination regarding
whether Customer improperly exercised its power to make such determination
under this Section 32.4, Contractor shall be bound by such determination
of Customer and shall proceed with the GEP based upon such determination.


 


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32.5                                                TN
Porting Price Reduction


 


The base price per TN Porting Event set forth on Schedule 1
of Exhibit E (the “Base TN Porting Price”) will be reduced, as set forth
in Section 32.5(b) and Section 32.5(f).  Reductions under Section 32.5(b) will
be based upon the number and identification of “Failures” or “Misses” of the
GEP Elements reported for an applicable EP in the GEP Audit Report.  Reductions under Section 32.5(f) will
be based upon Contractor’s failure to implement the GEP at any time during the
term of this Agreement in accordance with the terms and conditions of Section 32.5(f).  The parties expressly agree and acknowledge
that any reduction in the Base TN Porting Price shall be determined and applied
only with respect to the Service Area which is the subject of this Agreement,
based upon the GEP Audit Report for such particular Service Area.


 


(a)          Period
for Price Reduction and Defined Terms. 
Reductions to the Base TN Porting Price as computed pursuant to Section 32.5(b),
if any, shall apply to the 12 successive calendar month period (“Applicable
Reduction Period”) commencing with the first day of the first full month
following the month in which the GEP Audit Report was issued and which measured
satisfaction of the GEP Elements for the immediately preceding EP (the “Associated
EP”).  Any reduction in the TN Porting
Price in accordance with 32.5(b) will be referred to as the “Reduced TN
Porting Price” for that Applicable Reduction Period, and the reductions to the
Base TN Porting Price resulting from “Failures” or “Misses” of the GEP Elements
for the Associated EP will be referred to as the “GEP Reductions.”   The first Applicable Reduction Period
associated with the GEP Audit results for the first Associated EP will be referred
to as the “First Applicable Reduction Period,” even if no Reduced TN Porting
Price results from the GEP Audit for the first Associated EP.  Successive Applicable Reduction Periods will
be referred to successively as the “Second Applicable Reduction Period,” the “Third
Applicable Reduction Period” and so on.


 


(b)         Computation
of Reduced TN Porting Prices. 
Subject to the limitations set forth in Section 32.5(d) below,
the Reduced TN Porting Price for the Applicable Reduction Period will be equal
to the amount computed in accordance with the following formula:


 


(1)                                                                                  Base
TN Porting Price


MINUS


(2)                                                                                  GEP
Reductions for the Associated EP


MINUS


(3)                                                                                  Carryover
GEP Failure Reductions (defined below) for the Applicable Reduction Period.


 


(c)          Pricing
Following any Termination Event or Non-Renewal.  The parties expressly agree that after the
occurrence of any Termination Event or Non-Renewal (as defined in this
Agreement), if the Customer elects to extend the term of the Agreement to
receive Services thereunder, the charge per TN Porting Event for such Services
and during the period under which the term of this Agreement has been extended
upon such election shall be the Reduced TN Porting Price for the last preceding
completed Associated EP.


 


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(d)         Limitations
on Reduced TN Porting Prices. 
Notwithstanding anything to the contrary in this Agreement, including,
without limitation, the results of any computation of the Reduced TN Porting Price
for any Applicable Reduction Period set forth in Section 32.5(b) or
any reduction to the Base TN Porting Price under Section 32.5(f) resulting
from the failure of Contractor to implement the GEP any time during the term of
this Agreement, under no circumstances shall the cumulative reductions to the
Base TN Porting Price at any instant in time under this Agreement exceed (i) $[* * *]
for any time ending before the commencement of the Fourth Applicable Reduction
Period and (ii) $[* * *] for any time commencing on or after the
Fourth Applicable Reduction Period.


 


(e)         Definitions
of GEP Reductions and Carryover GEP Failure Reductions.


 


(1)                                  GEP
Reductions.  For the purpose of
calculating the Reduced TN Porting Price for the Applicable Reduction Period
under Section 32.5(b), the GEP Reduction for each “Failure” or “Miss” (as
such terms explicitly are defined in Section 32.6 for each respective GEP
Element) reported on the GEP Audit Report to have occurred for an Associated EP
shall be the amount shown on the chart below, entitled “GEP Reduction Chart.”  The amount shown in the column under the GEP
Reduction is the maximum reduction of the Base TN Porting Price that will be
given effect for the applicable GEP Element for the Associated EP.  The parties expressly acknowledge and agree
that the application of a GEP Reduction constitutes liquidated damages and not
a penalty.


 


GEP Reduction Chart


 


	
  GEP Element

  	
   

  	
  GEP
  Reduction

  
	
   

  	
   

  	
   

  
	
  Element No. 1a: SLR-1 “Failure”

  	
   

  	
  $

  	
  [* * *]

  
	
   

  	
   

  	
   

  	
   

  
	
  Element No. 1b: SLR-7 “Failure”

  	
   

  	
  $

  	
  [* * *]

  
	
   

  	
   

  	
   

  	
   

  
	
  Element No. 2: Report “Failure”

  	
   

  	
  $

  	
  [* * *]

  
	
   

  	
   

  	
   

  	
   

  
	
  Element No. 3: Scheduled Service Unavailability
  “Failure”

  	
   

  	
  $

  	
  [* * *]

  
	
   

  	
   

  	
   

  	
   

  
	
  Element No. 4: Benchmarking “Failure”

  	
   

  	
  $

  	
  [* * *]

  
	
   

  	
   

  	
   

  	
   

  
	
  Element No. 5: Root Cause Analysis and
  Reporting “Miss”

  	
   

  	
  Multiple “Misses” can result in multiple GEP Reductions for this GEP
  Element as set forth below:

  

  For each “Miss” of this GEP Element, a GEP Reduction of $[* * *]
  shall apply.

  

  Notwithstanding the foregoing, no matter how many “Misses” occur with respect
  to this GEP Element, the maximum GEP Reduction that can apply as a result of “Misses”
  of this GEP Element during a single EP is $[* * *]

  
	
   

  	
   

  	
   

  
	
  Element No. 6: Problem Escalation “Miss”

  	
   

  	
  Multiple “Misses” can result in multiple GEP Reductions for this GEP
  Element as set forth below:

  

  For each “Miss” of this GEP Element, a GEP Reduction of $[* * *]
  shall apply.

  

  Notwithstanding the foregoing, no matter how many

  



 


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  “Misses” occur with respect to this GEP Element, the maximum GEP
  Reduction that can apply as a result of “Misses” of this GEP Element during a
  single EP is $[* * *]

  
	
  Element No. 7a: Billing Timeliness of Delivery
  “Failure”

  	
   

  	
  $

  	
  [* * *]

  
	
   

  	
   

  	
   

  	
   

  
	
  Element No. 7b: Billing Accuracy “Failure”

  	
   

  	
  $

  	
  [* * *]

  



 


(2)                        Carryover
GEP Failure Reductions. For the purpose of calculating the Reduced TN
Porting Price for the Applicable Reduction Period under Section 32.5(b),
the “Carryover GEP Failure Reduction” for a particular GEP Element reported on
the GEP Audit Report to have occurred for an Associated EP shall be an amount
equal to either (i) zero, if there was no “Failure” for the GEP
Element for the Associated EP or (ii) if there was a “Failure” for the GEP
Element for the Associated EP the sum of the GEP Reductions for consecutive “Failures”
of the same GEP Element reported on previous GEP Audit Reports starting with
the immediately preceding Associated EP.


 


(f)            GEP
Reductions Upon Contractor’s Failure to Implement the GEP.  In the event that Contractor fails to
implement the GEP at any time during the term of this Agreement, Customer may
elect with respect to such specific failure to implement the GEP (and without
waiver of or prejudice to any other remedies and rights that may be available
as a result of prior or subsequent specific failures of Contractor to implement
the GEP) the specific remedies of reduction of the Base TN Porting Price set
forth in, and subject to the following terms 
and conditions of, this Section 32.5(f) as liquidated damages
therefor.


 


(1)                                  Failure
to Commence First GEP by Commencement of First EP.  In the event that the First GEP does not
commence by the First EP Commencement Date, Customer shall have the right to
deliver a written notice of failure to Contractor on or before the date which
is 30 days after the First EP Commencement Date, that the Base TN Porting Price
shall be reduced by $[* * *] commencing upon the 30th day
after the First EP Commencement Date, and Contractor shall be required (without
further demand or notice from the Customer) to implement such reduction, unless
Contractor satisfactorily cures such failure and commences the First GEP on or
before the 30th day after the First EP Commencement Date. Such
written notice must identify in reasonably adequate and sufficient detail the
specific failures that require cure. If Contractor thereafter does not
satisfactorily cure such failure and commence the First GEP, such
$[* * *] reduction in the Base TN Porting Price shall remain in
effect for three full calendar months from the First EP Commencement Date, and,
commencing with the fourth calendar month after the First EP Commencement Date,
Contractor (and without further demand or notice from the Customer) shall
reduce the Base TN Porting Price by a total of $[* * *].  Following Contractor’s failure to commence
the First GEP on or before the date which is 30 days after the First EP
Commencement Date, if Contractor subsequently cures such failure and commences
the First GEP, for administrative convenience, Contractor shall nonetheless


 


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continue to give effect to any reduction to the Base
TN Porting Price then in effect pursuant to this Section 32.5(f) until
the first day of the first full calendar month following such cure.


 


(2)                                  Contractor’s
Failure to Implement GEP Other Than Commencement of First GEP.  If Contractor fails to implement the GEP
during any time during the term of this Agreement, other than by reason of
Contractor’s failure to commence the First GEP on or before the date which is
30 days after the First EP Commencement Date, upon written notice of such
failure by Customer identifying in reasonably adequate and sufficient detail
the failures that require cure, Customer and Contractor shall meet to discuss
such failure identified in the notice and if such failure is not cured within
thirty (30) days of such notice Contractor shall, from the date of such notice
until Contractor cures such failure, (without further demand or notice from
Customer) reduce the Base TN Porting Price by either (a) $[* * *]
for any time ending before the commencement of the Fourth Applicable Reduction
Period or (b) $[* * *] for any time commencing on or after the
commencement of the Fourth Applicable Reduction Period; provided, however, that
for administrative convenience (i) Contractor shall not be required to
reduce the Base TN Porting Price as set forth above until the first day of the
first full calendar month following delivery of notice by Customer of such
failure, and (ii) following such failure by Contractor to implement the
GEP as set forth above, if Contractor subsequently cures such failure, for
administrative convenience, Contractor shall nonetheless continue to give
effect to any reduction to the Base TN Porting Price then in effect pursuant to
this Section 32.5(f) until the first day of the first full calendar
month following such cure.


 


(3)                                  Relationship
with Reduced TN Porting Prices for Applicable Reduction Periods and Limitations
on Reductions to Base TN Porting Price. 
Because there exists the possibility during the term of this Agreement
that both (a) the provisions of Section 32.5(b) regarding
the computation of the Reduced TN Porting Price for an Applicable Reduction
Period and (b) the provisions of Section 32.5(f)(1) or Section 32.5(f)(2) regarding
the reduction to the Base TN Porting Price due to Contractor’s failure to
implement the GEP, may apply as a result of the time period during which
Contractor has failed to implement the GEP and has not cured such failure is
contained within an Applicable Reduction Period, the parties expressly agree
and acknowledge each of the following:


 


(A)                              Notwithstanding
anything to the contrary in this Agreement, under no circumstances, and at no
time during the term of this Agreement shall the cumulative price reductions to
the Base TN Porting Price required under this Agreement, including reductions
to the Base TN Porting Price made as a result of the application of Section 32.5(b),
Section 32.5(f)(1) or Section 32.3(f)(2), for any instant in
time, exceed either (I) $[* * *] at any time ending before the
commencement of the Fourth Applicable Reduction Period, and (II)
$[* * *] for any time commencing on or after the commencement of the
Fourth Applicable Reduction Period.


 


(B)                                Notwithstanding
anything to the contrary in this Agreement, if for any instant in time, both (a) the
provisions of Section 32.5(b) regarding the computation of the
Reduced TN Porting Price for an Applicable Reduction Period and (b) the
provisions of


 


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Section 32.5(f)(1) or Section 32.5(f)(2) regarding
the reduction to the Base TN Porting Price due to Contractor’s failure to
implement the GEP, apply, then that provision which results in the greatest
reduction to the Base TN Portion Price shall govern and be applicable with
respect to that instant in time.


 


(C)                                Notwithstanding
anything to the contrary in this Agreement, if Contractor cures any failure to
implement the GEP which had caused the reduction to the Base TN Porting Price
under preceding provisions of this Agreement to apply, upon the elimination of
any such reduction to the Base TN Porting Price in accordance with the
provisions of Section 32.5(f)(1) or 32.5(f)(2), whichever may be
applicable, upon the first day of the first full calendar month following such
cure the Base TN Porting Price shall nonetheless continue to remain subject to
any other reductions set forth in this Section 32.5, including, the computation
of the Reduced TN Porting Price for the remaining balance of any Applicable
Reduction Period.


 


(4)                                  Resolution
of Disputes Regarding Failure to Implement and Cure. The parties expressly
agree that if Customer and Contractor disagree on the existence of any failure
to implement the GEP or of any cure of such failure, that the Customer’s
determination shall govern, and Contractor shall be required to reduce the Base
TN Porting Price as set forth in this Section 32.5(f).  Notwithstanding the foregoing, in exercising
its power to make any determination under this Section 32.5(f), Customer
shall be required to make such determination in good faith and in the exercise
of commercial reasonableness for similar industries and for similar purposes
(measured with respect to attempting to fulfill the purposes of the GEP as set
forth in this Article 32).  If
Contractor disputes any determination made by Customer upon the failure of the
Customer and the Contractor to agree as set forth in this Section 32.5(f),
Contractor may seek resolution of the dispute in accordance with Article 26
of this Agreement, and Contractor shall be entitled to all rights and remedies
available in arbitration, including, but not limited to, if appropriate, the
retroactive repricing of the TN Porting Event charge to the price that would
have otherwise been in effect had the reduction to the Base TN Porting Price
under Section 32.5(f) not been applied.  Notwithstanding the foregoing, all parties
agree that pending a final and binding determination regarding whether Customer
improperly exercised its power to make such determination under this Section 32.5(f),
Contractor shall be bound by such determination of Customer and shall proceed
with the GEP, including but not limited to, proceeding to apply any reductions
to the Base TN Porting Price based upon such determination.


 


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32.6                        Specific
GEP Elements and Determination of Failure for Each GEP Element


 


(a)                                  GEP
Element No. 1a:  SLR-1
Satisfaction.


 


(1)                                  GEP
Element Description.  This GEP
Element measures satisfaction of the Service Commitment Level associated with
SLR-1 set forth on Exhibit G to this Agreement for the Service Area.


 


(2)                                  Definition
of Failure.  A “Failure” of this GEP
Element as reported on a GEP Audit Report shall be considered to occur when the
monthly measurement of Service Availability (as defined in Exhibit G to
this Agreement) during the Associated EP fails to satisfy the Service
Commitment Level associated with SLR-1 set forth on Exhibit G for
either: (a) any 2 consecutive months in the Associated EP, or (b) any
3 or more months (even if not consecutive) during the Associated EP. Only one “Failure”
of this GEP Element shall be given effect for any one EP.


 


(b)                                 GEP
Element No. 1b:  SLR-7
Satisfaction.


 


(1)                                  GEP
Element Description.  This GEP
Element measures satisfaction of the Service Commitment Level for all
Interfaces associated with SLR-7 set forth on Exhibit G to this
Agreement for the Service Area.


 


(2)                                  Definition
of Failure.  A “Failure” of this GEP
Element as reported on a GEP Audit Report shall be considered to occur when the
monthly measurement of Interface Availability (as defined in Exhibit G to
this Agreement) for each of the months comprising the Associated EP for more
than 5% of all Users’ mechanized interfaces fail to satisfy the Service
Commitment Level associated with SLR-7 set forth on Exhibit G
either: (a) any 2 consecutive months in the Associated EP, or (b) any
3 or more months (even if not consecutive) during the Associated EP. Only one “Failure”
of this GEP Element shall be given effect for any one EP.


 


(c)                                  GEP
Element No. 2:  Report Satisfaction.


 


(1)                                  GEP
Element Description.  This GEP
Element measures satisfaction of the following two requirements for those
specific reports listed on Exhibit H (referred to for purposes of this GEP
Element as “Periodic Reports”):


 


•                                          “On- Time
Delivery” Requirement; and


•                                          “Accuracy”
Requirement


 


For purposes of the foregoing, “On-Time Delivery” shall be measured as
the actual delivery of each specific Periodic Report specified on Exhibit H
on the date specified for delivery of that specific Periodic Report.  For the purposes of the foregoing, the “Key”
included on Exhibit H to the Agreement shall provide the schedule for
the delivery of all Periodic Reports.


 


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For purposes of the foregoing, “Accuracy” or “Accurate” shall be
defined as the absence of the need to make corrections to report data for any
such Periodic Report; provided, however, that recalculations-based changes
agreed to by Customer and Contractor in previously believed correct
calculations methods and/or formulae shall not affect “Accuracy” for purposes
of this GEP Element.


 


(2)                                  Definition
of Failure.  A “Failure” of this GEP
Element as reported in the GEP Audit Report shall be considered to occur if any
Periodic Report obtains one “Failure” of either the “On-Time Delivery”
Requirement or the “Accuracy” Requirement during the Associated EP, as such “Failure”
is defined below.  Only one “Failure” of
this GEP Element shall be given effect for any one EP.


 


•                  “On-Time Delivery” Requirement
Failure: A “Failure” of the “On-Time Delivery” Requirement shall be
considered to have occurred if any Periodic Report during the Associated EP
fails to be delivered on or before the date and on or before the time scheduled
for delivery of the specific Periodic Report either  (a) any 2 consecutive months in the EP,
or (b) any 3 or more months (even if not consecutive) during the
Associated EP.


 


•                  “Accuracy” Requirement Failure.  A “Failure” of the “Accuracy” Requirement
shall be considered to have occurred if a Periodic Report is not Accurate
either (a) any 2 consecutive months in the Associated EP, or (b) any
3 or more months (even if not consecutive) during the Associated EP.


 


(d)           GEP Element No. 3: Scheduled
Service Unavailability Satisfaction.


 


(1)                                  GEP
Element Description.  This GEP
Element measures satisfaction of the monthly Service Commitment Level
associated with SLR-2 set forth on Exhibit G to this Agreement for
the Service Area which is the subject of this Agreement, as such Service
Commitment Level may be amended or otherwise changed or as such measurement for
purposes of this GEP Element may be amended or changed by agreement of the
parties in accordance with this Agreement.


 


(2)                                  Definition
of Failure.  A “Failure” of this GEP
Element as reported in the GEP Audit Report shall be considered to occur when
Scheduled Service Unavailability for any month during the Associated EP exceeds
the time period set forth in the Service Commitment Level for SLR-2
either (a) any 2 consecutive months in the applicable EP, or (b) any
3 or more months (even if not consecutive) during the applicable EP.  Only one “Failure” of this GEP Element shall
be given effect for any one EP.


 


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(e)                                  GEP
Element No. 4: Benchmarking Satisfaction.


 


(1)                                  GEP
Element Description. GEP Element No. 4 is separate and distinct from the
requirements for a Benchmarking under Article 7 of this Agreement.  The parties agree and acknowledge that the
Benchmarking under this GEP Element No. 4 (“EP Benchmarking”) is solely
with respect to determining whether a “Failure” occurred during an Associated
EP for a specific EP Benchmarking Plan (defined below) and is for the purpose
of ensuring that Contractor provides “technology and service level standards
equal to or greater than other organizations receiving similar services.”


 


(2)                                  Phases
of EP Benchmarking. EP Benchmarking consists of the following “Phases,” the
purpose of which is to identify measurable tasks from which to determine
whether or not a “Failure” of this GEP Element has occurred during an EP:


 


•                                          Phase 1:  EP Benchmarking Plan Development Phase


 


•                                          Phase 2:  Benchmarking Data Collection and Report Phase


 


•                                          Phase 3.  Benchmarking Evaluation Phase


 


•                                          Phase 4.  Benchmark Implementation Phase


 


There shall be no requirement that for every EP all Phases must either
be commenced or concluded; instead, the parties agree and acknowledge that the
EP Benchmarking Plan will specify and determine when each Phase begins and ends
and which Phases, the beginning or ending of which, shall be required in any EP
to avoid a determination of a “Failure” of this GEP Element No. 4. Unless
Contractor and Customer otherwise agree, no Implementation Phase shall be
commenced before the completion of all prior Implementation Phases. Unless
Contractor and Customer otherwise agree, no new EP Benchmarking may be
commenced until a previously commenced EP Benchmarking has completed Phase 3;
provided, however, that Customer may initiate a new EP Benchmarking (the “Priority
EP Benchmarking”) prior to the completion of 
Phase 3 of an EP Benchmarking that is already in progress.  In such event, Contractor shall have the
right to temporarily stop the activities relating to the EP Benchmarking that
is already in progress, and the time frames set forth herein under which the
Phases for the EP Benchmarking were required to be completed shall be tolled,
until the Priority EP Benchmarking has completed Phase 3.


 


(3)                                  Description
of Phases.


 


(A)                              EP
Benchmarking Plan Development Phase.


 


Overview.  This Phase includes development of a plan
identifying those particular items identified solely by Customer that will be
evaluated, what similar industries or companies will be used as a comparison,
the specific criteria, metrics and methods and techniques for obtaining data
(including, but not limited to, the determination of comprehensive data
collection or specific statistical sampling techniques), the required contents
of the EP Benchmarking Report and the specific timeframes for data collection
and evaluation.  The parties agree and
acknowledge that it is anticipated and expected that an EP Benchmarking Plan
may, but need not, include those items listed on Attachment 4, attached hereto
and made a part hereof.


 


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EP Benchmarking Plan
Development Requirements. 
For the purpose of specifying discrete and identifiable tasks toward
completion of the EP Benchmarking Plan Development Phase, the following steps
are established:


 


(1)                                  Commencement.  The EP Benchmarking Plan Development Phase is
deemed to commence with Contractor’s attendance at a meeting with Customer’s
representatives on or before 14 days following delivery by Customer of written
notification that Customer wishes Contractor to initiate EP Benchmarking under
this Section 32.6(e). All notifications by Customer must comply with Article 29
of the Agreement.  This initial meeting
shall be on the date, at a time and at a place determined by Customer, and may
be changed by Customer in its discretion if Customer notifies Contractor in
writing at least 14 days prior to the scheduled date of an irreconcilable
conflict.


 


(2)                                  Follow-Through.
Within 20 days after the Customer delivers written notification to the
Contractor identifying those items that Customer wishes to be evaluated and
included in the EP Benchmarking Plan, Contractor shall attend a meeting with
Customer’s representatives for the purpose of jointly discussing and developing
the details of the EP Benchmarking Plan, and Contractor shall attend additional
meetings with Customer’s representatives as reasonably requested by Customer at
the initial meeting. Each of these meetings shall be on a date, at a time and
at a place determined by Customer, and may be changed by Customer in its
discretion if Customer notifies Contractor in writing at least 14 days prior to
the scheduled date of an irreconcilable conflict.


 


(3)                                  Task
Completion.  After either (i) joint
agreement between Customer and Contractor or (ii) Customer’s determination
of the contents of the EP Benchmarking Plan with respect to those items for
which joint agreement was not reached, within 20 days following written
notification by Customer that it desires Contractor to prepare an initial draft
EP Benchmarking Plan, Contractor shall deliver such initial draft to Customer.  The parties anticipate and expect that an EP
Benchmarking Plan may, but need not, include those items listed on Attachment
4, attached hereto and made a part hereof. Within 20 days following delivery of
the draft EP Benchmarking Plan, Contractor shall be required to attend a
meeting with Customer’s representatives for the purpose of jointly discussing
revisions or comments to the draft EP Benchmarking Plan. If Contractor and the
Customer cannot agree on any aspect of the EP Benchmarking Plan within 30 days
following delivery of the initial draft of the EP Benchmarking Plan (or 30 days
following the date such initial draft should have been delivered even if it was
not delivered on such date), the Customer shall make all such determinations
with respect to the EP Benchmarking Plan, and Contractor shall be required to
adhere to and to incorporate such determination into the final EP Benchmarking
Plan and to issue the final EP Benchmarking Plan within 30 days after
notification by the Customer of such final determinations.  In making any such determination upon the
failure of the Contractor and the Customer to agree within the time period set
forth above, Customer shall be bound by the requirements of Section 32.4(f) below.


 


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The EP Benchmarking Plan Development Phase is deemed
to be complete upon issuance of the final EP Benchmarking Plan as set forth in
paragraph (3) above.


 


(B)                                Benchmarking
Data Collection and Report Phase.  This
Phase commences immediately upon completion of the EP Benchmarking Plan
Development Phase and involves the collection and analysis of data.  The Benchmarking Data Collection and Report
Phase is completed upon the issuance of an EP Benchmarking Report, which must
be issued on or before the date set forth in the respective EP Benchmarking
Plan and in accordance with the requirements of the respective EP Benchmarking
Plan.


 


(C)                                Benchmarking
Evaluation Phase.


 


For the purpose of
specifying discrete and identifiable tasks toward the completion of the EP
Benchmarking Evaluation Phase, the following steps are established:


 


(1)                                  Commencement
and Initial Evaluation Report.  The
Benchmarking Evaluation Phase is deemed to commence immediately following
issuance by Contractor of the EP Benchmarking Report (or upon the date such EP
Benchmarking Report should have been issued, even if not issued on such
date).  Within 30 days thereafter,
Contractor shall prepare and deliver to Customer an Evaluation Report setting
forth recommendations regarding whether corrective action is needed, and if
needed, whether the corrective action can be implemented via the Statement Of
Work process set forth in Article 13 or via an Action Plan (as defined
below) without a Statement Of Work, and otherwise satisfying the requirements
for an Evaluation Report set forth in the EP Benchmarking Plan.


 


(2)                                  Consultation
and Discussion. Within 20 days after the delivery of the Evaluation Report (or
upon the date such EP Benchmarking Report should have been issued, even if not
issued on such date), Contractor shall be required to attend a meeting with
Customer’s representatives for the purpose of jointly discussing the Evaluation
Report and the recommendations for corrective action, if any, and Contractor
shall further be required to attend additional meetings with Customer’s
representatives as reasonably requested by Customer. Each of these meetings
shall be on a date, at a time and at a place determined by Customer, and may be
changed by Customer in its discretion if Customer notifies Contractor in
writing at least 14 days prior to the scheduled date of an irreconcilable
conflict.


 


(3)                                  Determination
of System Change. If Contractor and the Customer cannot agree within 20 days
following delivery of the Evaluation Report on any aspect thereof, the Customer
shall make all such determinations with respect to those items for which
Customer and Contractor cannot agree. 
Thereafter, within 90 days following agreement of Contractor and
Customer with respect to the corrective action required, or in the absence of
such agreement, upon written notice by the Customer to Contractor of its
determination of the correction action required, Contractor shall deliver a
proposed Statement of Work pursuant to the requirements of Article 13 of
this Agreement, or if no Statement of Work is required, Contractor shall
deliver a proposed action plan, providing for the implementation of the
corrective action required (“Action Plan”). In making any such


 


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determination upon the failure of the Contractor and
the Customer to agree within the time period set forth above, Customer shall be
bound by the requirements of Section 32.4(f) below.


 


(4)                                  The
Benchmarking Evaluation Phase is deemed to be completed upon delivery of a
proposed Statement of Work, or proposed Action Plan, as the case may be.


 


(D)                               Implementation
Phase. The Implementation Phase shall commence upon execution of a Statement Of
Work or agreement on the terms of an Action Plan if no Statement Of Work is
determined to be required. The Implementation Phase ends in accordance with the
timeline and schedule of the project plan set forth in the Statement Of
Work, if a Statement Of Work is required, or otherwise in accordance with the
timeline and schedule established by the parties in the Action Plan, if a
Statement Of Work is not required. Notwithstanding the foregoing, unless
Contractor and Customer agree, no Implementation Phase for any EP shall be commenced
before the completion of all prior Implementation Phases.


 


(E)                                 Customer’s
Standard.  In exercising its power to
make any determination under this Section 32.6(e) upon the failure of
the Customer and the Contractor to agree within the applicable time period set
forth therein, Customer shall be required to make such determination in good
faith and in the exercise of commercial reasonableness for similar industries
and for similar purposes (measured with respect to attempting to fulfill the
purposes of the GEP as set forth in this Article 32.6(e)).


 


If Contractor disputes any determination made by
Customer upon the failure of the Customer and the Contractor to agree within an
applicable time period set forth in this Section 32.6(e), Contractor may
seek resolution of the dispute in accordance with Article 26 of this
Agreement, but all parties agree that pending a final and binding determination
regarding whether Customer improperly exercised its power to make such
determination under this Section 32.6(e), Contractor shall be bound by
such determination of Customer and shall proceed with the GEP, including but
not limited to, proceeding to apply any Reduced TN Porting Price for an
Applicable Reduction Period (as those terms are defined in Section 32.5(a),
based upon such determination.


 


(F)                                 Attendance
of Personnel.  For all purposes of
this Section 32.6(e), if attendance is required at meetings between
Contractor and Customer, appropriate personnel from each party must attend.


 


(4)                                  Definition
of Failure.  A “Failure” of this GEP
Element as reported on a GEP Audit Report shall be considered to occur whenever
during an Associated EP Contractor does not complete any of the following
Phases by issuance of the required deliverable within the required time frame
set forth in this Section 32.6(e):


 


•                                          EP
Benchmarking Plan Development Phase:


•                  Issuance
of final EP Benchmarking Plan


•                                          Benchmarking
Data Collection and Report Phase:


 


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•                  Issuance
of the EP Benchmarking Report


•                                          Benchmarking
Evaluation Phase


•                  Issuance
of proposed SOW or Action Plan, as case may be.


•                                          Implementation
Phase


•                  Completion
of SOW or Action Plan


 


(f)                                    GEP
Element No. 5: Root Cause Analysis and Reporting Satisfaction.


 


(1)                                  GEP
Element Description. This GEP Elements measures satisfaction during an EP
of the Contractor’s obligation to prepare and to deliver the Root Cause Reports
in accordance with the requirements of Section 10.3 of the Agreement.


 


(2)                                  Definition
of “Miss” and “Failure”.


 


(A)                              “Miss”.  A “Miss” of this GEP Element as reported in a
GEP Audit Report shall be considered to occur for purposes of determining a GEP
Reduction if for any single Outage that occurs within the Associated EP, any
one or more of the Root Cause Reports (satisfying the requirements of Section 10.3
of the Agreement) for that specific Outage is not delivered within the specific
time period for its delivery under Section 10.3 of this Agreement.  For purposes of the foregoing, only one “Miss”
shall be given effect and considered to have occurred with respect to any
single Outage no matter how many Root Cause Reports with respect to that Outage
were not delivered within the specific time periods specified for their
delivery.


 


(B)                                “Failure”.
Notwithstanding the foregoing, a “Failure” of this GEP Element No. 5 as
reported in a GEP Audit Report for purposes of determining the Carryover GEP
Failure Reduction and for purposes of determining qualification for the
Automatic One-Year Renewal Term shall be considered to occur if for any two or
more Outages that occurred within the Associated EP, any one or more of the
Root Cause Reports (satisfying the requirements of Section 10.3 of the
Agreement) for those specific Outages were not delivered within the specific
time periods for their delivery under Section 10.3 of this Agreement.


 


(g)                                 GEP
Element No. 6: Problem Escalation Satisfaction.


 


(1)                                  GEP
Element Description. This GEP Element measures satisfaction during an EP of
the Contractor’s obligation for all Outages that occur during an EP to escalate
management and supervisory responsibility to resolve the Outage though the
appropriate management hierarchy and within the time periods established for
such escalation until resolution of the Outage in accordance with the
requirements of Section 10.4 of the Agreement.


 


(2)                                  Definition
of “Miss” and “Failure”.


 


(A)                              “Miss”.  A “Miss” of this GEP Element as reported in
the GEP Audit Report shall be considered to occur for purposes of determining a
GEP Reduction if for any single Outage that occurred within the Associated EP
management and supervisory responsibility for resolving the Outage is not
escalated through the appropriate management hierarchy or within


 


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the required time periods under Section 10.4 of
this Agreement.  For purposes of the
foregoing, only one “Miss” shall be given effect and considered to have
occurred with respect to any single Outage no matter how times during such Outage
Contractor did not escalate the matter to the appropriate personnel or within
the specific time periods specified.


 


(B)                                “Failure”.  A “Failure” of this GEP Element No. 6 as
reported in a GEP Audit Report for purposes of determining the Carryover GEP Failure
Reduction and for purposes of determining qualification for the Automatic
One-Year Renewal Term shall be considered to occur if for any two or more
Outages that occurred within the Associated EP the specific requirements of Section 10.4
of this Agreement are not satisfied.


 


(h)                                 GEP
Element No. 7a:  Billing Timeliness
of Delivery Satisfaction.


 


(1)                                  GEP
Element Description.  This GEP
Element measures whether Contractor has mailed all monthly invoices required
pursuant to Section 6.6(c) of this Agreement (for purposes of this
GEP Element, “Monthly Invoices”) on or before the 11th business day following
the last day of Billing Cycle (the “Mailing Due Date”).


 


(2)                                  Definition
of Failure.  A “Failure” of this GEP
Element as reported in the GEP Audit Report shall be considered to occur if any
Monthly Invoice for any User is not mailed during the Associated EP on or
before the Mailing Due Date either: (a) any 2 consecutive months in the
Associated EP, or (b) any 3 or more months (even if not consecutive)
during the Associated EP.


 


(i)                                     GEP
Element No. 7b: Billing Accuracy Satisfaction.


 


(1)                                  GEP
Element Description.  This GEP
Element measures satisfaction of an element for purposes of the GEP which is
intended to constitute the minimum requirements of “accuracy” of Monthly
Invoices.  For purposes of this GEP
Element No. 7b, “accuracy” of Monthly Invoices shall based upon the GEP
Auditor’s determination of the elements that constitute measurable accuracy.


 


(2)                                  Definition
of Failure.  A “Failure” of this GEP
Element as reported in the GEP Audit Report shall be considered to occur when
based upon a measurement technique determined by the GEP Auditor as set forth
in the Audit Plan to fairly measure Accuracy, including statistical sampling,
on a monthly basis, fewer than that percentage of Monthly Invoices listed below
for the applicable Associated EP are accurate:


 


•                  First and Second
EP:  95%


•                  Subsequent
EPs:  98%


 


4.9  
GTA and Related Testing Agreements provisions.  On or before 30 days after the SOW Effective
Date, Contractor shall submit to Customer an SOW with respect to the
implementation of a test platform and associated services based upon the
requirements submitted to Contractor on June 27, 2000.


 


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4.10  Exhibit N
Revisions.  The parties agree that Exhibit N to the Master Agreement will be amended to
revise the test scenario provided for in Section 2.1 thereof to reasonably
accurately reflect the production environment. 
Such amendment to Exhibit N
to effect the foregoing shall be proposed and prepared by Contractor in
consultation with the Customer.  If
Contractor and Customer fail to agree in writing on the specific revision to Exhibit N to effect the foregoing on or before July 1,
2001, then for purposes of Article 3 of the Master Agreement, Contractor
shall be unable to qualify for an Automatic One-Year Renewal Term due to
failure to satisfy one of the two requirements set forth in such Article 3
for qualifying for the Automatic One-Year Renewal Term.  The parties agree to use reasonable
commercial efforts to hold the necessary meetings and consultations
expeditiously to discuss the revisions to Exhibit N.


 


4.11  
Notices.  Article 27.6
of the Master Agreement is amended in its entirety to read as follows:


 


27.6                        Notices


 


(a)                                  All
notices or other communications required or permitted to be given under this
Agreement shall be considered to be in writing (unless otherwise specifically
provided herein) if delivered and addressed as follows:


 


(i)                                     by
electronic mail delivery to the electronic mail address given and as set forth
below, without the necessity of verification of receipt of such transmission;


 


(ii)                                  by
personal delivery to the person to whom the same is directed, at such address
given and maintained as set forth below;


 


(iii)                               by registered or
certified mail, postage and charges prepaid, or by a recognized overnight
delivery service, addressed to the person to whom the same is directed, at such
address given and maintained as set forth below; or


 


(iv)                              by
facsimile transmission to the facsimile number of the person to whom the same is
directed, at such address given and maintained as set forth below.


 


For purposes of the foregoing, notices and other
communications shall be sent to the following persons on behalf of the Customer
and the Contractor respectively:


 


If to
Customer:                                                                 To
the then current chair (or if more than one chair, all co-chairs) of the
Customer and to all Project Executives for the Customer


 


If to
Contractor:                                                           To
the Contractor’s Project Executive


 


With a copies
to:                                                     NeuStar, Inc.


 


Attn:  Mr. Joseph Franlin


          Mr. Steve
Cory


          Mr. David
Heath


 


28





















 


	
  December 1, 2000

  	
   

  	
  SOW 25NE

  



 


(b)                                 Any
notice or communications under this Agreement shall be deemed to have been
given and delivered for purposes of this Agreement as follows:


 


(i)                                     For
notice by electronic mail, when an electronic mail message is transmitted to
the electronic address given and maintained as set forth below, regardless of
whether or not actually received by the intended recipient;


 


(ii)                                  For notice by
personal delivery, upon delivery (even without signed receipt) to the address
given and maintained as set forth below;


 


(iii)                               For notice by either
mail or overnight delivery on two business days after mailing or one business
day after delivery by the overnight delivery service, regardless of whether or
not actually received by such Member; or


 


(iv)                              For notice by facsimile,
upon completion of the facsimile transmission to the facsimile number given and
maintained as set forth below, substantiated by a print out of the log
verifying transmission, regardless of whether or not actually received by such
Member.


 


(c)                                  For
purposes of the foregoing, each party shall provide to the other the following
current information for each of the representatives identified above:  (i) address of such representative which
is sufficient for registered or certified mail deliveries and deliveries by
overnight delivery services; (ii) facsimile number for such
representative; and (iii) telephone number for such representative during
Normal Business Hours.  At any time, by
written notice by facsimile or regular mail only, any party may change or amend
any of the information set forth above, and upon receipt of such change or
amendment, the other party shall confirm such change or amendment by any of the
methods of notice set forth above, and shall thereafter maintain such
information unless otherwise changed in accordance with the foregoing method.


 


(d)                                 Notwithstanding
the forgoing, all notices or other communications required or permitted to be
given under Articles 3, 9, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25 and 26
and Section 10.3 that are delivered by the method of notice under 4.11(a)(i) shall
be confirmed by any of the methods of notice set forth in 4.11(a)(ii), (iii) and
(iv) and a copy shall be provided to Customer’s current legal counsel.


 


5.                                       Miscellaneous:


 


5.1                                 The
parties have disagreed as to whether porting transactions associated with “pooling”
activities constitute Services under the Master Agreement, and whether the
charges under Section 6.1 of the Master Agreement at the prices set forth
in the Pricing Schedules are applicable to such pooling activities (the “Dispute”).   The parties agree and acknowledge that “Services”
under the Master Agreement shall include for all purposes of the Master
Agreement pooling activities, and Users shall be charged for pooling activities
under


 


29





















 


	
  December 1, 2000

  	
   

  	
  SOW 25NE

  



 


Article 6.1 of the Master Agreement at
the prices set forth in the Pricing Schedules, as amended by this SOW.  For purposes of the preceding sentence, the
parties agree and acknowledge that each pooling occurrence shall be subject to
a charge equal to the product of the number of TNs comprising the block to be
pooled times the price per TN Porting Event shown on Schedule 1 of Exhibit E,
as amended by this SOW.  Notwithstanding
anything to the contrary contained in this SOW, the parties expressly and
explicitly agree and acknowledge that the only consideration for the compromise
and settlement of the Dispute is the agreement of the parties to the resolution
of the Dispute hereunder, and that no other consideration, express or implied,
was involved in such resolution, including the modifications and amendments to
the Master Agreement made herein which were negotiated separate and apart from
the resolution of the Dispute.  Except as
specifically agreed to in the foregoing regarding compromise and settlement of
the Dispute, both parties expressly and explicitly state that nothing contained
herein is intended to constitute nor shall it be implied to constitute an
acceptance or acknowledgment of, or an acquiescence to, the contentions or
positions of the other party regarding the Dispute.  Further, nothing contained in this SOW is
intended nor shall it be implied to constitute any change or any
acknowledgment, with respect to the inclusion, treatment or charges for
operations or processes other than pooling occurrences, and the parties
expressly and explicitly do not waive, release or otherwise alter their rights
or remedies with respect to such other operations or processes.


 


5.2                                 The
parties agree and acknowledge that Article 29 of the Master Agreement
shall not apply with respect to the execution and delivery of this SOW 25NE.


 


5.3                                 The
following are the impacts on the Master Agreement:


 


	
  

  	
   

  	
  Master Agreement

  
	
  None

  	
   

  	
  Exhibit B Functional Requirements
  Specification

  
	
  None

  	
   

  	
  Exhibit C Interoperable Interface
  Specification

  
	
  

  	
   

  	
  Exhibit E Pricing Schedules

  
	
  None

  	
   

  	
  Exhibit F Project Plan and Test
  Schedule

  
	
  

  	
   

  	
  Exhibit G Service Level
  Requirements

  
	
  

  	
   

  	
  Exhibit H Reporting and Monitoring
  Requirements

  
	
  None

  	
   

  	
  Exhibit J User Agreement Form

  
	
  None

  	
   

  	
  Exhibit K External Design

  
	
  None

  	
   

  	
  Exhibit L
  Infrastructure/Hardware

  
	
  

  	
   

  	
  Exhibit N System Performance Plan for
  NPAC/SMS Services

  
	
  None

  	
   

  	
  Disaster Recovery

  
	
  None

  	
   

  	
  Back-up Plans

  



 


5.4                                 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


 


30





















 


	
  December 1, 2000

  	
   

  	
  SOW 25NE

  



 


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, this SOW  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.


 


5.5           Except for the SLR-2 Letter
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.


 


5.6           If any provision of this SOW  is held invalid or unenforceable the
remaining provision of this SOW shall become null and void and be of no further
force or effect.  If by rule, regulation, order, opinion or decision of the Federal
Communications Commission or any other regulatory body having jurisdiction or
delegated authority with respect to the subject matter of this SOW or the
Master Agreement, this SOW is required to be rescinded or is declared
ineffective or void in whole or in part, whether temporarily, permanently or ab
initio (an “Ineffectiveness Determination”), immediately upon such
Ineffectiveness Determination and without any requirement on any party to
appeal, protest or otherwise seek clarification of such Ineffectiveness
Determination, this SOW shall be rescinded and of no further force or effect
retroactively to the SOW Effective Date. 
Consequently, the Master Agreement in effect immediately prior to the
SOW Effective Date shall continue in full force and effect in accordance with
its terms, unchanged or modified in any way by this SOW.  In the event of an Ineffectiveness
Determination, any amounts that would have otherwise been due and payable under
the terms and conditions of the Master Agreement, in effect immediately prior
to the SOW Effective Date (including, but not limited to any adjustments
necessary to retroactively reprice TN Porting Events under Schedule E from
the SOW Effective Date through the date of the Ineffectiveness Determination,
or other amounts or credits, to any party hereunder), shall be invoiced by
Contractor at the earliest practical billing cycle in accordance with the
Master Agreement and shall be due and payable in accordance with the applicable
invoice therewith or shall be credited or applied for the benefit of the
Customer or any User in accordance with the Master Agreement.


 


5.7           If at any
time hereafter a Customer, other than a Customer which 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.


 


31





















 


	
  December 1, 2000

  	
   

  	
  SOW 25NE

  



 


5.8           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.


 


5.9                                 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.


 


IN WITNESS WHEREOF, the undersigned have
executed this Statement of Work 25NE as of the date first written above.


 


Contractor:


 


 


NeuStar, Inc.


 


	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
						



 


 


Customer:


 


North American Portability Management LLC

as successor to Northeast Carrier Acquisition Company, LLC


 


 


	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
						



 


32





















 


	
  December 1, 2000

  	
   

  	
  SOW 25NE

  



 


ATTACHMENT
1 TO SOW 25NE


 


EXHIBIT E


 


 


PRICING
SCHEDULES


 


NPAC/SMS
SERVICES


 


33





















 


	
  December 1, 2000

  	
   

  	
  SOW 25NE

  



 


EXHIBIT E
- PRICING SCHEDULES


 


The following schedules set forth the prices at which Contractor will
be compensated for rendering the Services under the Agreement.  A general description of these charges and
the methods of billing therefor are set forth in Section 6 of the
Agreement.  See Agreement for other
applicable charges.


 


Schedule 1


Service
Element Fees/Unit Pricing


 


	
  Category

  	
   

  	
  Service Element

  	
   

  	
  Unit

  	
   

  	
  Price

  	
   

  
	
  [* * *]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [* * *]

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
  [* * *](1)

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
  [* * *](2)

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
  [* * *]

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
  [* * *]

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [* * *](3)

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
  [* * *](3)

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  -[* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  -[* * *]

  	
   

  
	
   

  	
   

  	
  [* * *](4)

  	
   

  	
  [* * *]

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
  [* * *]

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
  [* * *]

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [* * *](5)

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
  [* * *](6)

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
										



 










(1)                                  Monthly
port charges [* * *] The specific cost elements include


 


(2)                                  See Note 1 above.


 


(3)                                  [* * *]


 


34





















 


	
  December 1, 2000

  	
   

  	
  SOW 25NE

  



 


Billable NPAC
User Support Manual Request Table


 


	
  Category

  	
   

  	
  Description of Request

  
	
   

  	
   

  	
   

  
	
  Create SV

  	
   

  	
  New SP asks Help Desk to issue new SP
  Create, for single TN or range of TNs

  
	
   

  	
   

  	
   

  
	
  Create SV

  	
   

  	
  Old SP asks Help Desk to issue old SP
  Create, for single TN or range of TNs

  
	
   

  	
   

  	
   

  
	
  Prevent SV Activation

  	
   

  	
  Old SP asks Help Desk to change concur flag
  to “false” on pending SV (or SVs, for range of TNs)

  
	
   

  	
   

  	
   

  
	
  Activate SV

  	
   

  	
  New SP asks Help Desk to activate a pending
  SV for a single TN (or SVs, for a range of TNs)

  
	
   

  	
   

  	
   

  
	
  Remove Prevention of SV Activation

  	
   

  	
  Old SP (or New SP, after due date or t2
  timer’s expiration) asks Help Desk to change concur flag to “true” on pending
  SV (or SVs, for range of TNs)

  
	
   

  	
   

  	
   

  
	
  Modify Pending SV

  	
   

  	
  New SP asks Help Desk to modify single SV (or
  SVs, for a range of TNs)

  
	
   

  	
   

  	
   

  
	
  Disconnect TN

  	
   

  	
  Current SP asks Help Desk to issue
  disconnect for TN (or range of TNs)

  
	
   

  	
   

  	
   

  
	
  Cancel Pending SV

  	
   

  	
  Old SP or New SP asks Help Desk to issue
  its cancel for pending SV (or SVs, for range of TNs)

  
	
   

  	
   

  	
   

  
	
  Look Up SV

  	
   

  	
  SP asks Help Desk to look up active SV for
  a TN (or SVs for range of TNs)

  
	
   

  	
   

  	
   

  
	
  Modify Active SV

  	
   

  	
  Current SP asks Help Desk to modify single
  active SV

  
	
   

  	
   

  	
   

  
	
  Audit SV

  	
   

  	
  SP asks Help Desk to issue audit request
  for a TN, or range of TNs, with SV(s) in active state

  
	
   

  	
   

  	
   

  
	
  Look Up Network Data

  	
   

  	
  SP asks Help Desk to look up NPA-NXX,
  NPA-NXX ID, LRN, or LRN ID to determine associated SPID and/or ID

  
	
   

  	
   

  	
   

  
	
  Change Network Data

  	
   

  	
  SP asks Help Desk to add, modify, or delete
  an NPA-NXX or LRN in its network data

  
	
   

  	
   

  	
   

  
	
  Key Exchange

  	
   

  	
  (SP not in the “new customer turn-up”
  process.) SP asks Help Desk to perform key exchange when any keys are unused
  or uncompromised except where SP request is due to “NPAC-initiated
  responsible incident”

  
	
   

  	
   

  	
   

  
	
  Change GUI Password

  	
   

  	
  SP asks Help Desk to change its GUI
  Password

  
	
   

  	
   

  	
   

  
	
  Re-enter GUI Logon

  	
   

  	
  SP asks Help Desk to re-enter its GUI Logon
  which SP has allowed to expire

  



 










(4)                                  The TN Porting Event
[* * *]


 


The TN Porting
Event [* * *]


 


(5)                                  The one-time Log-on
ID [* * *]


 


(6)                                  The Mechanized
Interface [* * *]


 


35





















 


	
  December 1, 2000

  	
   

  	
  SOW 25NE

  



 


Schedule 2


Training
Charges


 




	
  Year

  	
   

  	
  Cost Per Participant

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  






 










* [* * *]


 


Schedule 3


Interoperability
Testing


 


	
  Category & Service
  Element

  	
   

  	
  Unit

  	
   

  	
  Price

  	
   

  
	
  [* * *]

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [* * *]

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [* * *]

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  



 


Schedule 4


 


Schedule of
Representative Hourly Labor Charges


Applicable
to Statements of Work


For
Contract Years 1 Through End


 


	
  Labor Category

  	
   

  	
  Year 1

  	
   

  	
  Year 2

  	
   

  	
  Year 3

  	
   

  	
  Year 4

  	
   

  	
  Year 5*

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  



 


36





















 


	
  December 1, 2000

  	
   

  	
  SOW 25NE

  



 










*Amounts after Year 5 for each Labor Category
shall be increased by 5% annually from the prior year.


 


Schedule 5


 


Schedule of
Target Amounts


 


	
  Target Options

  	
   

  	
  Monthly

  Targets for

  Nov/Dec

  1997  (2)

  	
   

  	
  Monthly

  Targets for

  1Q 1998 (2)

  	
   

  	
  Monthly

  Targets for

  2Q 1998

  through 4Q

  2001 (2)

  	
   

  	
  Monthly

  Targets for 1Q

  2002 through

  2Q 2002 (2)

  	
   

  	
  Monthly

  Target for

  July

  2002

  	
   

  	
  Total Contract

  Targets

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
																									



 










Notes:


 


(1)          The target schedule depends
on the service term selected by the Customer. 
If the service term begins on 10/1/97, then Option A applies.  Likewise, if the service term begins on
1/1/98, then Option B applies.


 


(2)          The targets are listed
in monthly amounts for each of the respective calendar periods outlined
above.  The targets are calculated and
applied on a monthly basis as described in Section 6.6 of the Agreement.


 


37





















 


	
  December 1, 2000

  	
   

  	
  SOW 25NE

  



 


Schedule 6


 


Sample
Annual Target and Allocable Target Shortfall/Credit Calculation


 


The following is an example of how Allocable Target Shortfalls and
Allocable Targets are determined in connection with the Quarterly Targets.  A description of the methodology (including
defined terms used below) is set forth in Section 6.6 of the Agreement.


 


	
   

  	
   

  	
  Jan-98

  	
   

  	
  Feb-98

  	
   

  	
  Mar-98

  	
   

  
	
  [* * *]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [* * *]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [* * *]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [* * *]

  [* * *]

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  ([* * *]

  	
   

  	
  $

  	
  ([* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  



 










* Note:


[* * *]


[* * *]


 


38





















 


	
  December 1, 2000

  	
   

  	
  SOW 25NE

  



 


ATTACHMENT 2 TO SOW 25NE


 


 


 


EXHIBIT  H


 


 


REPORTING
AND MONITORING REQUIREMENTS


 


NPAC/SMS
SERVICES


 


39


















 


	
  December 1, 2000

  	
   

  	
  SOW 25NE

  



 


EXHIBIT H
— REPORTING AND MONITORING REQUIREMENTS


 


	
  Name of Report

  	
   

  	
  Items Covered

  	
   

  	
  Frequency of

  Issuance*

  	
   

  	
  Pricing

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Reports for Individual Service Provider/Users

  	
   

  	
  Reports described in the following items in
  Section 9.2 of Exhibit B — NPAC/SMS Functional Requirement
  Specifications:

  •                  RP9-1
  Service and Network Data Reports

  •                  RP9-2
  Service Provider Reports

  •                  RP9-3
  Subscription Data Reports

  •                  RP9-4
  System Reports

  •                  RP9-5
  Security Reports

  •                  RP9-6
  Log File Reports

  •                  RP9-7
  Audit Reports

  •                  RR9-1
  Data Integrity Reports

   

  NOTE: 
  The set of reports listed above (Reports of Individual Service
  Providers/Users) is not the entire set of Standard Reports available to
  Users.  For a complete list, Users should
  reference the applicable FRS or by using the procedures outlined in the
  Methods and Procedures, via the LTI.

  	
   

  	
  R

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Monthly and Quarterly Management and
  Performance Reports to Customer

  	
   

  	
  As to the entire Service Area:

  •                  Information
  and data covered by reports listed in “Reports for Individual Service
  Provider/Users” above

  •                  Actual
  performance compared with Service Levels in Exhibit G

  •                  Significant
  changes in or new installations of:

  •                  System
  Software

  •                  System
  hardware

  •                  Communications
  Networks

  	
   

  	
  M, Q

  	
   

  	
  [***]

  



 


 


40





















 


	
  December 1, 2000

  	
   

  	
  SOW 25NE

  



 


	
   

  	
   

  	
  •                  Application
  Software

  •                  Key
  Personnel

  •                  All
  Software/hardware problems (even if not impacting system availability)

  •                  “Top
  10” most frequent trouble reports

  •                  Pooling
  Reports:

   

  1.               1K Block Administration Report: A report that shows when
  the 1K Block information is received from the Pool Administrator and when it
  is entered into the NPAC.

   

  2.               NPAC Activation Report: A report that shows when the 1K
  Block was scheduled for Activation and when it was Activated and when the
  NPAC Personal notified the appropriate parties that the Activation was
  accomplished, such as Pool Administrator, Block Holder, Code Holder, as per
  INC Guidelines.

   

  3.               1K Block Modification report: A report that shows when the
  Modification request of a 1K Block was received, entered and processed.

   

  4.               De Pooling/Reclamation Report: A report that shows when
  the De Pooling/Reclamation request of a 1K Block was received, entered and
  processed. The report also needs to show when the NPAC Personnel notified the
  appropriate parties that the De Pooling / Reclamation was accomplished, such
  as Pool

  	
   

  	
   

  	
   

  	
   

  



 


41





















 


	
  December 1, 2000

  	
   

  	
  SOW 25NE

  



 


	
   

  	
   

  	
  Administrator, Block Holder, Code Holder,
  as per INC Guidelines.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5.               Ported Pooled Report: A report that shows the Volume of
  Pooled TN’s ( aggregate number of Pooled Blocks) and the Volume of Ported TN’s
  aggregated for the Service Area.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Annual Management and Performance Reports

  	
   

  	
  Same as monthly/quarterly reports, and also
  including:

  •                  Summary
  of significant events and accomplishments of the year

  •                  Comparison
  of goals for previous period with actual performance

  •                  Plans/goals
  for following year

  	
   

  	
  A

  	
   

  	
  [***]

  



 










*KEY:


 


R =     Report Issued on Request of
Service Provider or User


 


M =Monthly
(due by 11:59 P.M. (Central Time) of the 15th calendar day of each month
following the month with respect to which the Report relates, except for the December Report
which shall be due by 11:59 P.M. (Central Time) of the following February 1
– see key for Annual Report, below)


 


Q =    Quarterly (the Monthly Reports
for March, June, September and December, which are due by 11:59 P.M.
(Central Time) of the 15th calendar day of each month following the
close of each quarter, shall also serve as Quarterly Reports, and shall present
information for the calendar quarter in which such month falls in addition to
monthly information for said month)


 


A =     Annually (due by 11:59 P.M.
(Central Time) on February 1 of each year for the immediately preceding January -
December period; the December Monthly/Quarterly Report shall also
serve as the Annual Report, and shall present information for the full year in
addition to the monthly information for December and the quarterly
information for the fourth calendar quarter of the year)


 


42





















 


	
  December 1, 2000

  	
   

  	
  SOW 25NE

  



 


ATTACHMENT
3 TO SOW 25NE


 


1)              Amendment to Exhibit G:  The parties agree that SLR-2 is
temporarily changed as follows:


 


	
  SLR No.

  	
   

  	
  Procedure

  	
   

  	
  Service
  Commitment Level

  	
   

  	
  Service

  Affecting/

  Non-Service

  Affecting

  	
   

  	
  Performance
  Credit

  	
   

  	
  Report

  Frequency

  and

  Performance

  Credit

  Calculation

  Interval

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Scheduled Service
  Unavailability (Customer)

  	
   

  	
  Scheduled Service Unavailability
  time shall not exceed any of the following:

  (1)   15 hours during 
  the Two Month Period (the “15 Hour Requirement”) or 20 hours during
  the Three Month Period (the “20 Hour Requirement”)

  (2)   0 hours for any day other than the first Sunday of any
  month (the “Sunday Requirement”)

  (3)   10 hours for any single event of Scheduled Service
  Unavailability (the “Single Event Requirement”)

  and

  (4)   any task resulting in Scheduled Service Unavailability
  must commence after 6 am CST (the “6 am Requirement”)

  	
   

  	
  Service Affecting

  	
   

  	
  $[* * *] for
  each hour or portion thereof  of
  Scheduled Service Unavailability time which exceeds or fails to satisfy any
  of the following:

  (1)   During the Two Month Period, the 15 Hour Requirement or
  during the Three Month Period, the 20 Hour Requirement. 

  (2)   During any month, the Sunday Requirement

  (3)   For any single event of Scheduled Service Unavailability,
  the Single Event Requirement

  (4)   For any single event of Scheduled Service
  Unavailability, the 6 am Requirement

  	
   

  	
   

  



 


For purposes of this Attachment 3 to SOW 25NE, the Two
Month Period shall commence on December 1, 2000 and end on January 31,
2001, and the Three Month Period shall commence on February 1, 2001 and
end on April 30, 2001.


 


43





















 


	
  December 1, 2000

  	
   

  	
  SOW 25NE

  



 


2)              Operation with
Respect to GEP Element No. 3. 
In the event that the parties agree to extend the terms of the Temporary
SLR-2 Modification upon the same terms of paragraph 1 of this Attachment
3 beyond April 30, 2001, for one or more three month periods (a “Subsequent
Three Month Period”) for purposes of measuring satisfaction of GEP Element No. 3
pursuant to Section 32.6d. of the Master Agreement, a “Failure” of GEP
Element No. 3 shall be considered to occur when the applicable Scheduled
Service Unavailability time exceeds or fails to satisfy any of the following:


 


a)              The 20 Hour
Requirement more than once during any Subsequent Three Month Period.


b)             The Sunday
Requirement either (1) any 2 consecutive times in the Associated EP, or (2) any
3 or more times (even if not consecutive) during the Associated EP.


c)              The Single Event
Requirement either (1) any 2 consecutive times in the Associated EP, or (2) any
3 or more times (even if not consecutive) during the Associated EP.


d)             The 6 am Requirement
either (1) any 2 consecutive times in the Associated EP, or (2) any 3
or more times (even if not consecutive) during the Associated EP.


 


3)              Additional
Obligations.  In addition to the
foregoing and as a continuing obligation during the time of the Temporary SLR-2
Modification, and any extension thereof, Contractor shall be required to
provide an Advance Notification and a Post Mortem Report of all
activity/functions performed during each NPAC Scheduled Service Unavailability
time.


 


a)              The Advance
Notification is to be provided to each respective of the Customer’s Project
Executive at least 10 business days in advance of the date the Schedule Service
Unavailability event is to be performed.


b)             The Post Mortem
report is to be provided to the Customer’s Project Executive on or before the
close of four business days following the performance of each NPAC Scheduled
Service Unavailable time.


c)              Each Notification
and/or Report shall report the required data under the following category
descriptions: a Task by Task Description, Planned Down Time (Start and End
Time), Actual Down Time (Start and End Time), and Duration.


4)              Agreement to
Consider Actual History.  Subject to
the preceding provisions of this Attachment 3, from this SOW Effective Date
through the end of the Three Month Period, Customer and Contractor shall
jointly evaluate the prior results of NPAC Scheduled Service Unavailability
time activity/functions actuals, i.e., actual Scheduled Service Unavailability
required each month.


 


5)  Express Continuing Reservation. The
agreement set forth herein is not intended by itself to in any way constitute
an agreement or waiver of the Performance Credits referenced in Exhibit G  (as modified by the SLR-2 Letter
Agreement) for any period other than the period commencing with the SOW
Effective Date and concluding with the expiration of the Three Month Period,
unless sooner ended pursuant to the previous provisions of this Attachment 3.


 


44





















 


	
  December 1, 2000

  	
   

  	
  SOW 25NE

  



 


ATTACHMENT
4 TO SOW 25NE


 


•                  Items
to be Benchmarked


•                  Methodology
to be used


•                  What
industries will be used to compare to


•                  Metrics
to be used for comparison and ranges or delineation of metrics (including round
off conventions and related measurement and representation conventions)


•                  Timeframes
for initiation and completion of steps in methodology


•                  Conventions
or rules of ordering for interpretation and data collection disputes or
disagreements (i.e. Who the field boss is and who has the ultimate say on
disagreements) and in-field revisions


•                  Criteria
for selection of Benchmarker


•                  Requirements
for data collection, compilation and reporting, including in-field audits and
accompaniment by LLC representatives


•                  Delineation
of line of authority and reporting for Benchmarker


•                  Requirements
for Benchmarking Report and back-up substantiation, including date of delivery
in final form and requirements of draft preparation, LLC review and NeuStar
revisions for final delivery, and including specifically the scope and detail
required for Conclusions and Recommendations.


•                  Requirements
for data authentication, verification and substantiation


•                  Requirements
for peer review


•                  Requirements
for determining sufficiency of any data collection, metric satisfaction or
criteria satisfaction


•                  Requirements
for specific timeframes and elements of the Evaluation Phase related to this
particular EP Benchmarking, including the substantive content requirements for
an Evaluation Report by NeuStar


•                  Format
for an Action Plan if no SOW is determined to be needed


 


45





















 





 


STATEMENT OF WORK


 





















 


SOW 30 NE


 


STATEMENT OF WORK


(Northeast Region Service Area)


 


1.              INTRODUCTION;
PARTIES.  This Statement of Work
(referred to herein as “this SOW” and referred to in the Master Agreement, as
defined below, as “SOW 30NE”) is entered into pursuant to Article 13 and Article 30
of, and on execution shall be a part of, the Agreement for Number Portability
Administration Center / Service Management System (the “Master Agreement”)
between NeuStar, Inc., a Delaware corporation (“Contractor”), and the
North American Portability Management LLC, a Delaware limited liability company
(the “Customer”), as the successor to the Northeast Carrier Acquisition
Contractor, LLC, a New York limited liability company.


 


2.  SOW EFFECTIVE DATE.  This SOW shall be effective with respect to
the Contractor and the Customer only on execution by Contractor and Customer in
accordance with Article 30 of the Master Agreement, and the date this SOW
becomes effective shall be the “SOW Effective Date.”  Except as otherwise specified herein, the
provisions of this SOW shall be effective as of the SOW Effective Date.  The number in the upper right hand corner
refers to this SOW.


 


3. 
CONSIDERATION RECITAL.  In consideration of the terms and conditions
set forth in this SOW, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
set forth in this SOW. The modifications and amendments made herein were
negotiated together, and each is made in consideration of all of the other
terms herein.  All such modifications and
amendments are interrelated and are dependent on each other.  No separate, additional or different
consideration is contemplated with respect to the modifications and amendments
herein.


 


4. 
LOAN AGREEMENT.  As
set forth in greater detail herein, an affiliate of Contractor (the “Borrower”)
and certain lenders (the “Lenders”) will enter in a loan agreement (the “Loan
Agreement”) pursuant to which the Lenders will establish for the Borrower a
secured loan facility for the purpose of making the Loans set forth in the Loan
Agreement.  Unless otherwise explicitly
defined herein, capitalized terms used herein shall have the meanings as
defined in the Master Agreement, the Loan Agreement or the Trust Agreement
referred to below, as the case may be.


 


5.  MODIFICATION OF AND AMENDMENT TO THE MASTER
AGREEMENT.


 


5.1       SOW
Secured Financing.


 


(a)         Acknowledgement.  The Customer hereby acknowledges that (i) all
of the Contractor’s right, title and interest in and to all SOW Receivables and
LNP Receivables (each as defined in the Trust Agreement referred to below),
including any SOW Receivables and LNP Receivables arising in the future, will
be transferred and assigned to NeuStar Funding LLC (the


 


2





















 


SOW 30 NE


 


“Borrower”), a newly formed, bankruptcy remote special purpose
subsidiary of the Contractor pursuant to the terms and conditions of that
certain Receivables Transfer Agreement (the “Transfer Agreement”); (ii) the
Borrower will enter into a loan agreement (the “Loan Agreement”) with certain
lenders (the “Lenders”) pursuant to which the Lenders will establish for the
Borrower a secured loan facility for the purposes of making the Loans described
in the Loan Agreement (the “Loan Facility”); and (iii) the Borrower will
enter into the NeuStar Master Trust Agreement (the “Trust Agreement”) and
convey all of its right, title and interest in and to all SOW Receivables and
LNP Receivables, including any SOW Receivables and LNP Receivables arising in
the future, to the NeuStar Master Trust (the “Trust”), in exchange for the
Financed SOW Receivables Tracking Certificate, the Future SOW Receivables
Tracking Certificate and the LNP Receivables Tracking Certificate (each as
defined in the Trust Agreement). As a condition to the effectiveness of the
Loan Agreement, the Borrower will grant to Deutsche Bank AG, New York Branch (“DBNY”),
as administrative agent acting on behalf of the Lenders (the “Administrative
Agent”), a perfected, first priority security interest in and to the Financed
SOW Receivables Tracking Certificate representing a beneficial intent in the
Trust and the right to receive any amount available for distribution in
connection with the Financed SOW Receivables. 
In connection with the Customer’s agreements hereunder relating to the
aforementioned transactions, the Contractor has delivered to the Customer the
Operative Agreements (as defined in the Loan Agreement) in substantially the
form to be executed by the parties thereto, except the Notes, the Fee Letter
Agreement, each Receivables Assignment, each Lockbox Confirmation, the Master
Agreement and the Amendment to Master Agreement, such documents delivered by
Contractor referred to herein as the “Provided Agreements.”  Accordingly, the Customer acknowledges both
the receipt of the Provided Agreements and that it has consulted with its
counsel to the extent that it has deemed appropriate.


 


(b)                                 Consent
to Loan Facility and Assignment of SOW Receivables.  Without in any way implying whether a consent
is or is not required under the Master Agreement and subject to the conditions
set forth in this Section 5.1(b), the Customer consents to the following
transactions (a) the transfer by the Contractor of all of its right, title
and interest in and to the SOW Receivables and LNP Receivables (including all
rights to payments with respect thereto) to the Borrower pursuant to the terms
and conditions of the Transfer Agreement; (b) the conveyance by the
Borrower of all of its right, title and interest in and to the SOW Receivables
and LNP Receivables (including all rights to payments with respect thereto) to
the Trust, in exchange for the Financed SOW Receivables Tracking Certificate,
the Future SOW Receivables Tracking Certificate and the LNP Receivables
Tracking Certificate; (c) the grant by the Borrower of a first priority
security interest in and to the Financed SOW Receivables Tracking Certificate
to the Administrative Agent, on behalf of the Lenders, to secure the Borrower’s
obligations under the Loan Facility and the perfection of such security
interest in accordance with the Provided Agreements, (d) the appointment
of the Contractor to act as initial servicer of the SOW Receivables subject to
the approval rights of the Administrative Agent provided for in the Provided
Agreements, (e) the appointment of BNY Asset Management or another entity
satisfactory to the Lenders in their sole discretion as back-up servicer for
the Financed SOW Receivables; and (f) the appointment of such back-up
servicer to become successor servicer for the Financed SOW Receivables, in
accordance with the Servicing Agreement, and perform the duties thereunder upon
the occurrence of and during the continuance of a Servicer Termination


 


3





















 


SOW 30 NE


 


Event defined under the Servicing Agreement. Notwithstanding the
foregoing, this consent shall be conditioned upon receipt by the Customer of a
binding and effective agreement and acknowledgment, in a form satisfactory to
Customer (the “Agreement and Acknowledgement”), that the Customer, Contractor,
Administrative Agent, Borrower and Lenders agree and acknowledge that (1) notwithstanding
any provisions of the Operative Agreements to the contrary and without in any
way implying whether a consent is or is not required under the Master
Agreement, the foregoing consent by the Customer is not intended to constitute
and shall not be deemed or considered by the Lenders, the Administrative Agent,
the Contractor or the Borrower to constitute a waiver of any rights or remedies
whatsoever against or with respect to the Contractor or the Borrower (or any of
their successors or assigns), that may now exist or which may in the future
exist in the absence of the  Operative
Agreements(other than as expressly waived solely with respect to the right of
offset or deduction against Financed SOW Receivables as set forth in section 5.1(
c ) below); (2) without in any way implying whether a consent is or is not
required under the Master Agreement, the foregoing consent by the Customer is
not intended to constitute and shall not be deemed or considered by any such
parties to constitute a consent to the assignment of the SOW Receivables (other
than the Financed SOW Receivables) or of the LNP Receivables or of any of their
proceeds or products or of any of their corresponding Tracking Certificates
(other than the Financed SOW Receivables Tracking Certificate), except for the
assignments to the Borrower and to the Trust pursuant to the terms and
conditions of the Provided Agreements, or to the grant of any security interest
or pledge whatsoever in the SOW Receivables (other than the Financed SOW
Receivables)  or in the LNP
Receivables or in any of their proceeds or products or any of their
corresponding Tracking Certificates (other than the Financed SOW Receivables
Tracking Certificate); (3) from and after the date hereof (and excepting
for the transfer noted in section 5.1(d) below), without the prior
written consent of the Customer which may be withheld by Customer in its sole
discretion, the LNP Receivables, the LNP Receivables Tracking Certificate or
the beneficial interests therein or any of their proceeds or products shall not
be assigned, pledged, conveyed, hypothecated or in any way assigned to or for
the benefit of the the Administrative Agent or the Lenders, or any one of them,
or to or for the benefit of any one or more of their affiliates or related
parties, in connection with the Loan Facility and the Operative Agreements or
any amendments, modifications, revisions, enhancements, corrections,
substitutions, replacements, cancellation or changes  thereto; (4) that the Administrative
Agent, the Lenders, the Contractor and the Borrower and all of their successors
and assigns will not assert or claim a position contrary to the foregoing and
that the Lenders, the Contractor and the Borrower will cause their separate
successors, assigns, agents, representatives or fiduciaries, including the
Administrative Agent, Servicer and the Trustee not to assert or claim a
position contrary to the foregoing ; and (5) that any consent of the
Customer with respect to the Servicer shall be void to the extent contrary to
the rulings or orders of the Federal Communications Commission, or any
successor thereto.  Subject to the
foregoing limitations, requirements and conditions, the consent set forth in
this section 5.1(b) shall (i) be deemed to constitute a consent
under Section 22.1 and (ii) apply notwithstanding the limitations set
forth in Section 22.2 of the Master Agreement. Upon execution and delivery
of the Agreement and Acknowledgement by all parties thereto, Customer shall
provide written confirmation of the satisfaction of the requirements of
delivery of the Agreement and Acknowledgment.


 


4





















 


SOW 30 NE


 


(c)                                  Waiver
of Right of Set-Off.  The
obligations of the Customer and the carriers and other entities which the
Contractor is entitled to bill under the Master Agreement (“Users”) shall not
be subject to, and the Customer hereby expressly waives, any right of setoff or
deduction against amounts due and payable in respect of the Financed SOW
Receivables that might arise by reason of any failure by the Contractor to
perform any of its obligations relating to such Financed SOW Receivables or
relating to any other Statement of Work entered into at any time, whether prior
to or after the date hereof, under the Master Agreement or under any other
agreement between the Customer and the Contractor and any of its affiliates
(such other Statements of Work and other agreements are collectively referred
to as the “Other Agreements”). 
Notwithstanding the foregoing, by its execution hereof, neither the
Customer nor any User releases, waives, discharges or otherwise agrees to
forego any rights or remedies (other than set-off or deduction against amounts
due and payable in respect of the Financed SOW Receivables) that may be
asserted against the Contractor under any SOW or the Other Agreements, whether
at law or in equity, including but not limited to termination, Performance
Credits or damages, but subject to any applicable restrictions set forth in
each SOW or the Other Agreements.


 


(d)                                 Further
Assurances.   Customer has
given its consent as set forth in this SOW expressly conditioned upon the
following additional assurances from the Contractor, the Borrower, the Lenders,
the Administrative Agent, the Servicer and the Trustee:


 


(1)                                  The
LNP Receivables have been transferred and are held under the Trust Agreement
for the benefit of Contractor and Borrower subject to the right of Users under
User Agreements to assert setoff claims against the LNP Receivables. The
Lenders, the Servicer, the Trustee and the Administrative Agent consent to the
terms of this SOW.


 


(2)                                  Any
and all documents delivered under the Operative Documents which contain
Customer information, files or data shall be afforded the confidentiality
required by Contractor under the Master Agreement, and all disputes under the
Master Agreement among Customer, Users, Contractor, Borrower, Lenders and/or
Administrative Agent shall be governed by the dispute resolution procedures set
forth in the Master Agreement.


 


(3)                                  Customer
and Users shall not be liable to the Lenders or the Administrative Agent for
the failure of Borrower and/or Contractor to obtain approval of SOWs, or any
modifications or amendments to SOWs or for any statements made by Borrower or
Contractor with respect to the enforceability thereof or any purported claims
or defenses thereunder (or the lack thereof) as it is understood that the
Lenders and the Administrative Agent are relying solely upon Borrower and
Contractor with respect to said covenants, warranties, representatives and
disclosures.  In addition, Lenders,
Administrative Agent, Servicer and Trustee each agree that Customer and Users
may condition the execution of future Statements of Work upon the reinstatement
of rights of offset and deduction with respect to receivables payable in
connection with such future Statements of Work, to the extent that the
Customer, any User or Users, Borrower or


 


5





















 


SOW 30 NE


 


Contractor, in the context of the business negotiations, find such a
reinstatement appropriate.


 


(4)                                  The Contractor, the
Borrower, the Lenders and the Administrative Agent agree that no previously
executed document and no document executed in the future, except to the extent
specifically provided therein and specifically consented to by Customer in
writing shall contradict, diminish or otherwise impair the benefits, privileges
and rights afforded the Customer under this SOW.  In particular, any documents requested to be
executed under this section 5.1 (d) of this SOW shall expressly
recite that they are made subject to and conditioned upon the assurances set
forth in this Agreement and Acknowledgment.


 


(5)                                  The Customer has made
no representation or warranty whatsoever to the Contractor, the Borrower, the
Lender, the Trustee or the Administrative Agent regarding the enforceability of
the modification of the Master Agreement pursuant to this SOW on Users.


 


(6)                                  The Lender and the
Administrative Agent shall notify Customer of any material default by the
Borrower or the Contractor under any of the Operative Agreements.


 


5.2                               Revision to Financing Costs.  The last three sentences of Article 13.1
of the Master Agreement are hereby deleted and replaced in their entirety with
the following paragraph:


 


In the event the parties execute a Statement
of Work after the Effective Date, whereunder Contractor agrees to provide
Additional Services on behalf of Customer for a lump sum (the “SOW Purchase
Price”), Customer shall have the option to select a method for payment of the
SOW Purchase Price by Users of either (i) in one lump sum payment on the
date the SOW Purchase Price is to be invoiced (the “SOW Invoice Date”), as
determined in the applicable Statement of Work or (ii) through financing
the SOW Purchase Price with Contractor for the lesser of (i)  thirty-six
(36) months and (ii) the remainder of the term of this Agreement,
commencing on the SOW Invoice Date.  In
the event that Customer fails to provide Contractor with written notice of its
intention to finance the SOW Purchase Price as set forth above within sixty
(60) days after the applicable Statement of Work Effective Date, the entire SOW
Purchase Price shall become immediately due and payable by the Users on the SOW
Invoice Date.  The financing charge for
any Statement of Work financed under this Article 13.1 shall be equal to
13 percent per year; provided, however, if Contractor has established the Loan
Facility, the finance charge with respect to any Statement of Work (an “Applicable
SOW”) for which the receivables associated with such Applicable SOW are
considered Financed SOW Receivables under the Operative Agreements, shall from
the specific Reallocation Date at which such Applicable SOW’s receivables are
reallocated from the Future SOW Receivables Tracking Certificate to the
Financed SOW Receivables Tracking Certificate pursuant to the terms of the
Reallocation Agreement for such Applicable SOW and continuing for so long such
Applicable SOW’s receivables are allocated to the Financed SOW Tracking
Certificate, be equal to the lesser of: (i) the thirty-six (36) month
LIBOR on the SOW Invoice Date plus 532 basis points and (ii)the “Reserve
Adjusted LIBOR Rate” (as defined in the Loan Agreement) applicable to the
Financed SOW Receivables under the Loan Facility plus loan fees actually
attributable to and charged on


 


6





















 


SOW 30 NE


 


the Financed SOW Receivables under Section 2.3(a), 2.3(b) and/or
2.3(c)(i) of the Loan Agreement.


 


6.0                                 Miscellaneous.


 


6.1                                 The
following are the impacts on the Master Agreement:


 


                                   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


None                   Exhibit N
System Performance Plan for NPAC/SMS Services


None                   Disaster Recovery


None                   Back-up Plans


 


6.2                                 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, this
SOW 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.


 


6.3                                 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.


 


6.4                                 If
any provision of this SOW is held invalid or unenforceable the remaining
provision of this SOW shall become null and void and be of no further force or
effect.  If by rule, regulation, order, opinion or decision of the Federal
Communications Commission or any


 


7





















 


SOW 30 NE


 


other regulatory
body having jurisdiction or delegated authority with respect to the subject
matter of this SOW or the Master Agreement, this SOW is required to be
rescinded or is declared ineffective or void in whole or in part, whether
temporarily, permanently or ab  initio (an “Ineffectiveness
Determination”), immediately upon such Ineffectiveness Determination and
without any requirement on any party to appeal, protest or otherwise seek
clarification of such Ineffectiveness Determination, this SOW shall be
rescinded and of no further force or effect retroactively to the SOW Effective
Date.  Consequently, the Master Agreement
in effect immediately prior to the SOW Effective Date shall continue in full
force and effect in accordance with its terms, unchanged or modified in any way
by this SOW.  In the event of an
Ineffectiveness Determination, any amounts that would have otherwise been due
and payable under the terms and conditions of the Master Agreement, in effect
immediately prior to the SOW Effective Date (including, but not limited to any
amounts or credits, to any party hereunder), shall be invoiced by Contractor at
the earliest practical billing cycle in accordance with the Master Agreement
and shall be due and payable in accordance with the applicable invoice
therewith or shall be credited or applied for the benefit of the Customer or
any User in accordance with the Master Agreement.


 


6.5                                 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.


 


6.6                                 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.


 


6.7                                 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.


 


IN WITNESS WHEREOF, the undersigned have
executed this Statement of Work 30NE


 


as of the date first written above.


 


Contractor:


 


 


	
  NeuStar, Inc.

  
	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
							



 


8





















 


SOW 30 NE


 


Customer:


 


North American Portability Management LLC

as successor to Northeast Carrier Acquisition Contractor, LLC


 


	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
							



 


9





















 


NeuStar


 


STATEMENT OF WORK

AMENDING SOW 25NE


 


10





















 


	
  November 30, 2001

  	
  SOW 31NE

  



 


STATEMENT OF WORK

(Northeast Region Service Area)


 


1.                                       Introduction; Parties.  This Statement of Work (referred to herein as
“SOW 31NE”) is to amend the Agreement for Number Portability Administration
Center / Service Management System, between NeuStar, Inc. (“Contractor”)
and the North American Portability Management LLC, as successor to the
Northeast Carrier Acquisition Company, LLC (“Customer”), as amended by all
subsequent Statements of Work, including but not limited to SOW 25 - TIN Price
Reduction and Contract Update and Extension (“SOW 25NE”), as provided in
greater detail below (collectively referred to as amended as the “Master
Agreement”).  Unless provided otherwise,
capitalized terms shall have the meanings as defined in the Master Agreement
and SOW 25NE.


 


2.                                       Effective Date.  The Parties agree that upon execution of this
SOW 31NE by the Parties, the amendments set forth herein immediately and
automatically shall be considered to be effective as of November 1, 2001,
as if this SOW 31NE had been executed on that date (the “SOW Effective Date”).


 


3.                                       Amendment to Attachment 3 of SOW 25NE.  The Parties agree that effective on the SOW
Effective Date, Attachment 3 of SOW 25NE shall be amended and restated in its
entirety as set forth on Exhibit l, attached hereto and made a part
hereof.


 


4.                                       No Other Changes.  Except as specifically modified and amended
hereby, all the provisions of the Master Agreement (including without
limitation SOW 25NE) shall remain unaltered and in full force and effect in
accordance with their terms.


 


5.                                       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.


 


6.                                       Joint Work Product.  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.


 


7.                                       Article 29.  The parties agree and acknowledge that Article 29
of the Master Agreement shall not apply with respect to the execution and
delivery of this SOW 31 NE.


 


8.                                       Integration.  This SOW 31NE 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.


 


9.                                       Impacts On Master Agreement.  The following are the impacts on the Master
Agreement:


 


11





















 


	
  November 30, 2001

  	
  SOW 31NE

  



 


                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


                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


None                   Exhibit N System Performance
Plan for NPAC/SMS Services


None                   Disaster Recovery


None                   Back-up Plans


 


12





















 


	
  November 30, 2001

  	
  SOW 31NE

  



 


Exhibit 1


 


ATTACHMENT 3 TO SOW 25NE


 


1)                                      Amendment to Exhibit G:  The parties agree that SLR-2 is
temporarily changed as follows:


 


	
  SLR

  No.

  	
   

  	
  Procedure

  	
   

  	
  Service Commitment Level

  	
   

  	
  Service Affecting/

  Non-Service

  Affecting

  	
   

  	
  Performance Credit

  	
   

  	
  Report

  Frequency

  and

  Performance

  Credit

  Calculation

  Interval

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Scheduled
  Service Unavailability (Customer)

  	
   

  	
  Scheduled
  Service Unavailability time shall not exceed any of the following:

  (1) 20 hours during the Three Month Period or any Subsequent Three Month
  Period (the “20 Hour Requirement”)

  (2) 0
  hours for any day in any month other than the first Sunday of any month (the “Sunday
  Requirement”)

  (3) 10
  hours for any single event of Scheduled Service Unavailability during any
  month (the “Single Event Requirement”) and

  (4) any
  task resulting in Scheduled Service Unavailability during any month must
  commence after 6 a.m. CST (the “6 a.m. Requirement”)

  Note:  For purposes of the foregoing, the Sunday
  Requirement, the Single Event Requirement and the 6 a.m. Requirement
  shall be referred to as the “Monthly Requirements.”

  	
   

  	
  Service

  Affecting

  	
   

  	
  $[* * *] for each hour portion
  thereof of Scheduled Service Unavailability time which exceeds or fails to
  satisfy any of the following:

  (1) 20 Hour Requirement Violation:
  If Scheduled Service Unavailability time exceeds the 20 Hour Requirement in
  any Three Month Period or any Subsequent Three Month Period; or

  (2) Monthly Requirements
  Violations: If Scheduled Service Unavailability time exceeds or fails to
  satisfy any one or more of the Monthly Requirements (that is, the Sunday
  Requirement, the Single Event Requirement or the 6 am Requirement) in any
  month; provided, however, that if the 20 Hour Requirement and one or more of
  the Monthly Requirements are violated in any single month, the Performance
  Credit for that month shall be computed based solely upon the violation of
  either the 20 Hour Requirement or that Monthly

  	
   

  	
   

  



 


13





















 


	
  November 30, 2001

  	
  SOW 31NE

  



 


	
  SLR

  No.

  	
   

  	
  Procedure

  	
   

  	
  Service Commitment Level

  	
   

  	
  Service Affecting/

  Non-Service

  Affecting

  	
   

  	
  Performance Credit

  	
   

  	
  Report

  Frequency

  and

  Performance

  Credit

  Calculation

  Interval

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Requirement that results in the greatest
  Performance Credit for that month. 
  With respect to determining the Performance Credit in any month for a
  violation of the 20 Hour Requirement, (a) the Performance Credit for the
  first month in which the 20 Hour Requirement is violated will be computed
  based upon each hour or portion thereof in which the cumulative Scheduled
  Service Unavailability time commencing at the beginning of the applicable
  Three Month Period or Subsequent Three Month Period in which such month is
  contained and ending on the last day of such month exceeded the 20 Hour
  Requirement; and (b) the Performance Credit for any subsequent month
  contained within the applicable Three Month Period in which the 20 hour
  Requirement has already been violated, shall be computed based upon the
  difference between (1) each hour or portion thereof in which the
  cumulative Scheduled Service Unavailability time commencing at the beginning
  of the applicable Three Month Period or Subsequent Three Month Period in

  	
   

  	
   

  



 


14





















 


	
  November 30, 2001

  	
  SOW 31NE

  



 


	
  SLR

  No.

  	
   

  	
  Procedure

  	
   

  	
  Service Commitment Level

  	
   

  	
  Service Affecting/

  Non-Service

  Affecting

  	
   

  	
  Performance Credit

  	
   

  	
  Report

  Frequency

  and

  Performance

  Credit

  Calculation

  Interval

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  which such month is contained and ending on
  the last day of such month exceeded the 20 Hour Requirement; minus (2) each
  hour or portion thereof in which the cumulative Scheduled Service
  Unavailability time commencing at the beginning of the applicable Three Month
  Period or Subsequent Three Month Period in which such month is contained and
  ending on the last day of the month immediately preceding the current month
  exceeded the 20 Hour Requirement.

  	
   

  	
   

  



 


For purposes of this Attachment 3 to SOW 31
NE, the Three Month Period shall commence on November 1, 2001 and end on January 31,
2002. The first Subsequent Three Month Period as described in paragraph 2 of this
Attachment 3, shall commence on February 1, 2002 and end on April 30,
2002. Any additional Subsequent Three Month Periods, if any, must be agreed to
by the Parties in accordance with paragraph 2 of this Attachment 3.


 


2)                                      Extension and
Operation with Respect to GEP Element No. 3.  The Parties agree that they may extend the
terms of the Temporary SLR-2 Modification upon the same terms of
paragraph I of this Attachment 3 beyond April 30, 2002, only for one or
more three month periods (a “Subsequent Three Month Period”) without otherwise
changing the provisions of this Attachment 3 and without the requirement of a
Statement of Work, and that they have, accordingly extended the terms of the
Temporary SLR-2 Modification upon the same terms of paragraph 1 of this
Attachment 3 for only the first Subsequent Three Month Period, which, as set
forth above, shall commence on February 1, 2002 and end on April 30,
2002. The Parties also agree and acknowledge that prior to the SOW Effective
Date, the provisions of Attachment 3 as it existed prior to the SOW Effective
Date, including all extension letters with respect to Attachment 3 (the “Prior
Attachment 3”) shall control, except for purposes of measuring satisfaction of
GEP Element No. 3 pursuant to Section 32.6d of the Master Agreement,
which is set forth in the following sentence. Accordingly, the Parties further
agree that for purposes of measuring satisfaction of GEP Element No. 3
pursuant to Section 32.6d. of the Master Agreement, a “Failure” of GEP
Element No. 3 shall be considered to occur when any one of the


 


15





















 


	
  November 30, 2001

  	
  SOW 31NE

  



 


following two
events occurs, it being expressly understood that for this purpose, any Three
Month Period or Subsequent Three Month Period as defined in the :Prior
Attachment 3 shall be referred to as a “Prior Three Month Period”):


 


(a)                                  20 Hour Requirement
Violation: The Scheduled Service Unavailability time exceeds the 20 Hour
Requirement in more than one of the following periods that fall in an
Associated EP, even if the Subsequent Three Month Periods in which Scheduled
Service Unavailability time exceed the 20 Hour Requirement are not consecutive:
any Prior Three Month Period, the Three Month Period and any Subsequent Three
Month Period.


 


(b)                                 Monthly Requirements
Violations: The Scheduled Service Unavailability time exceeds or fails to
satisfy any one or more of the Monthly Requirements (that is, the Sunday
Requirement, the Single Event Requirement or the 6 a.m. Requirement),
whether the same Monthly Requirement or any combination of the Monthly
Requirements either (1) in any 2 consecutive months in the Associated EP,
or (2) in any 3 or more months (even if not consecutive) during the
Associated EP. By way of illustrating the operation of the foregoing sentence,
a “Failure” of GEP Element No. 3 shall be considered to occur during an
Associated EP during which the Temporary SLR-2 Modification is in effect
if (1) during the first month of the Associated EP Scheduled Service
Unavailability time failed to satisfy the Sunday Requirement, (2) during
the 4th month of the Associated EP Scheduled Service Unavailability time failed
to satisfy the 6 am Requirement and (3) during the 10”‘ month of the
Associated EP Scheduled Service Unavailability time failed to satisfy the
Single Event Requirement. By way of additional illustration, a “Failure” of GEP
Element No. 3 shall not be considered to have occurred during an
Associated EP during which the Temporary SLR-2 Modification is in effect,
if during a month within the Associated EP, Scheduled Service Unavailability
time failed to satisfy in any single month any two or all of the Monthly
Requirements, for example, both the Sunday Requirement and the 6 a.m.
Requirement, because such failure to satisfy more than one Monthly Requirement
in a single month is not by itself a condition sufficient to constitute a “Failure”
of this GEP Element.


 


The Customer and the Contractor agree that
there may be instances during an Associated EP and during such times as the
Temporary SLR-2 Modification is in effect that they may agree to one or
more express waivers of any one or more of the 20 Hour Requirement, the Sunday
Requirement, the Single Event Requirement or the 6 am Requirement. Accordingly,
the parties agree that for purposes of determining a “Failure” of GEP Element No. 3
during such times, the GEP Auditor shall consider the existence of such waiver
to mean that a failure to satisfy any one or more of the 20 Hour Requirement,
the Sunday Requirement, the Single Event Requirement or the 6 a.m.
Requirement did not occur, if and only if the GEP Auditor determines upon
examination that a waiver satisfying the following specific requirements was
given: (1) the waiver is an original paper copy and not a photocopy or electronic
version or copy; (2) the waiver is executed by both Co-Chairs of the
Customer; (3) the waiver makes specific reference to which one or more of
the 20 Hour Requirement, the Sunday Requirement, the Single Event Requirement
or the 6 a.m.


 


16





















 


	
  November 30, 2001

  	
  SOW 31NE

  



 


Requirement is or are being waived; and (4) the
waiver makes specific reference to which specific Subsequent Three Month Period
or which specific month or months it is applicable. If the GEP Auditor is
unable conclusively to determine satisfaction of any one or more of the
preceding four requirements for any alleged waiver, then such waiver shall be
considered by the GEP Auditor not to constitute a waiver sufficient to waive
any GEP Element 3 Requirements.


 


3)                                      Additional
Obligations.  In addition to the
foregoing and as a continuing obligation during the time of the Temporary SLR-2
Modification, and any extension thereof, Contractor shall be required to
provide an Advance Notification and a Post Mortem Report of all
activity/functions performed during each NPAC Scheduled Service Unavailability
time.


 


a)                                      The Advance
Notification is to be provided to each respective of the Customer’s Project
Executive at least 10 business days in advance of the date the Schedule Service
Unavailability event is to be performed.


 


b)                                     The Post Mortem
report is to be provided to the Customer’s Project Executive on or before the
close of four business days following the performance of each NPAC Scheduled
Service Unavailable time.


 


c)                                      Each Notification
and/or Report shall report the required data under the following category
descriptions: a Task by Task Description, Planned Down Time (Start and End
Time), Actual Down Time (Start and End Time), and Duration.


 


4)                                      Agreement to
Consider Actual History.  Subject to
the preceding provisions of this Attachment 3, from this SOW Effective Date
through the end of the last Subsequent Three Month Period (currently April 30,
2002), Customer and Contractor shall jointly evaluate the prior results of NPAC
Scheduled Service Unavailability time activity/functions actuals, i.e., actual
Scheduled Service Unavailability required each month.


 


5)                                      Express
Continuing Reservation.  The
agreement set forth herein is not intended by itself to in any way constitute
an agreement or waiver of the Performance Credits referenced in Exhibit G
(as modified by the SLR-2 Letter Agreement) for any period other than the
period commencing with the SOW Effective Date and concluding with the
expiration of the last Three Month Period, unless sooner ended pursuant to the
previous provisions of this Attachment 3.


 


17





















 


	
  November 30, 2001

  	
  SOW 31NE

  



 


IN WITNESS WHEREOF, the undersigned have
executed this SOW 31NE as of the SOW Effective Date.


 


Contractor:


 


NeuStar, Inc.


 


	
  By:

  	
   

  	
   

  	
   

  
	
  Name: 

  	
   

  	
   

  	
   

  
	
  Title: 

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
							



 


Customer:


 


North American
Portability Management LLC

as successor to Northeast Carrier Acquisition Company, LLC


 


	
  By:

  	
   

  	
   

  	
   

  
	
  Name: 

  	
   

  	
   

  	
   

  
	
  Title: 

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
							



 


	
  By:

  	
   

  	
   

  	
   

  
	
  Name: 

  	
   

  	
   

  	
   

  
	
  Title: 

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
							



 


18





















 


	
  July 8, 2002

  	
   

  	
  SOW 34

  



 


 





 


 


STATEMENT OF WORK 34


 


NPAC/SMS TEST PLATFORM SERVICES


 


















 


	
  July 8, 2002

  	
   

  	
  SOW 34

  



 


PROPOSED STATEMENT OF WORK
NPAC/SMS TEST PLATFORM
SERVICES


(under Agreement for NPAC/SMS Services)


 


1.                                      INTRODUCTION;
PARTIES.  This Statement of Work
(this “SOW”) is entered into pursuant
to Article 13 of, and upon execution shall become a part of, the Agreement
for Number Portability Administration Center / Service Management System (each,
a “Master Agreement”) between NeuStar, Inc. (“Contractor”) and the North
American Portability Management, LLC, on behalf of the respective limited
liability companies indicated below (the “Customer”):


 


North
American Portability Management, LLC, on behalf of:


LNP, LLC
(Midwest)


Southwest
Region Portability Company, LLC


Northeast
Carrier Acquisition 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


 


The number in the upper right hand corner refers to this SOW.  Capitalized terms used herein without definition
shall have the meanings as defined in the Master Agreements.  For the purposes of this SOW, the limited
liability companies that executed the Master Agreement, including Customer,
shall be referred to as the “Regional Companies”.


 


2.                                      TERM
OF SOW.  This SOW shall be effective
with respect to the Contractor and the Customer only on execution by Contractor
and Customer in accordance with Article 30 of the Master Agreement, and
the date this SOW becomes effective shall be the “SOW Effective Date.”  This
SOW shall remain in effect until May 31, 2006.


 


3.                                      SCOPE
OF ADDITIONAL SERVICES. The Additional Services contemplated under this SOW
are a custom enhancement for a service that provides a test environment that is
the functional equivalent to the production NPAC/SMS.  This test environment is specifically for
services outside the scope of the Master Agreement and outside software release
SOWs.  The Additional Services to be
undertaken by Contractor are generally described as set forth below.  Furthermore, this SOW does not in any way
entitle a User to access the production NPAC/SMS.  Testing associated with this SOW will not in
any way satisfy the certification testing requirements of SOW 24 (Continuing
Certification Process) and as such will not result in validation of the User’s
systems as certified for LNP purposes.


 


The NPAC/SMS Test Platform (the “NPAC/SMS Test
Platform”) shall provide a suitable environment for Service Providers to
perform unsupported regression testing and testing for vendor software.


 


2





















 


	
  July 8, 2002

  	
   

  	
  SOW 34

  



 


(a) NPAC/SMS Test Platform
Configuration


 


On an ongoing basis, the NPAC/SMS Test
Platform will support the current production release of software.  During new SOW software releases, the
NPAC/SMS Test Platform will support the existing production release of software
until all regions have successfully implemented the new software release.  The NPAC/SMS Test Platform will not support
region custom releases.  The NPAC/SMS
Test Platform front-end application will employ a HP server (HP N series,
rp7410 server) while the back-end database will utilize a Sun series server
(Sun Fire V880 server).  There will be no
replication feature.


 


It is intended that any upgrades required to
support future NPAC/SMS software releases will be recouped by the SOW
associated with the software release.


 


(b) NPAC/SMS Test Platform Availability


 


NPAC/SMS Test Platform Normal Support Hours (“Normal
Support Hours”) are defined to be 9:00am through 7:00pm EST during Business
Days .  The NPAC/SMS Test Platform will
be available on a 24/7 basis and maintain 90.0% minimum service availability
per calendar month.   There will be a
monthly maintenance allowance of ten (10) hours.  Contractor will give Users as much notice as
reasonably possible prior to NPAC/SMS Test Platform maintenance periods.


 


Any condition other than the maintenance allowance
mentioned above or any monthly maintenance over the 10 hour allowance where the
NPAC/SMS Test Platform is inaccessible to all Users shall be considered
NPAC/SMS Test Platform Unavailability (“NPAC/SMS Test Platform Unavailability”).  The maintenance hour allowance will not occur
during NPAC/SMS Test Platform Normal Support Hours and will not count towards
NPAC/SMS Test Platform Unavailability.


 


There shall be performance credits associated with
NPAC/SMS Test Platform Unavailability. 
These performance credits shall be in accordance with Table 1.


 


Table 1


Monthly Performance Credits


 


	
  Test Platform Unavailability

  	
   

  	
  Performance
  Credit

  	
   

  	
  Maximum
  Credit

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  < 90%

  	
   

  	
  One and One Half (1.5) hours

  for every full unavailable hour

  	
   

  	
  [* * *]

  



 










Notes: (1) Performance Credit =
[* * *] for every full unavailable hour


 


The Monthly Performance Credit listed above shall be
the User’s sole and exclusive remedy and Contractor’s only liability for
NPAC/SMS Test Platform Unavailability. 
The duration of NPAC/SMS Test Platform Unavailability periods will be
determined at the sole discretion of Contractor, based upon Contractor’s
internal records.


 


3





















 


	
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  SOW 34

  



 


(c)  NPAC/SMS
Test Platform Support Resources


 


NPAC/SMS Test Platform support shall be performed by Contractor Application Engineer
(“Application Engineer”) resource.  The
Application Engineer is a resource shared by all Users on a first-come,
first-served basis whose responsibilities associated with the NPAC/SMS Test
Platform shall include, but not be limited to, the following:


 


•                  System Administration


•                  Database Administration


•                  Application Support/Trouble Shooting


•                  Key Exchange


•                  Filter Management


•                  BDD File Requests


 


The Application Engineer resource shall be available
during NPAC/SMS Test Platform Normal Support Hours.  Users may request Application Engineer
support through a process to be defined by Contractor which will be posted on
its web site.  The Application Engineer
resource shall be available to assist Users on a “first-come-first-served”
basis.


 


 A Dedicated
Test Engineer (“Dedicated Test Engineer”) performs testing one-on-one solely
for the requesting User.  Users may
request Dedicated Test Engineer support resources through a process to be
defined by Contractor which will be posted on its web site.  This type of resource is solely a User
elective option based on User test requirements.  Dedicated Test Engineer support resources are
charged directly to the requesting User in accordance with section 8.1
below.


 


If Dedicated Test Engineer support is
scheduled by User and User does not advise Contractor of cancellation, changes,
reductions or delays at least three (3) Business Days prior to scheduled
commencement of Dedicated Test Engineer support activity, the Contractor shall
charge the User the amount the Contractor in good faith determines the User would
have paid if Dedicated Test Engineer support had occurred as scheduled.  Notwithstanding the foregoing, the maximum
User payment liability shall be equal to eight (8) hours of Dedicated Test
Engineer support cost.


 


If Dedicated Test Engineer support is scheduled by
User but Dedicated Test Engineer support becomes unavailable due to Contractor’s
actions or inactions, and provided Contractor does not advise User of
unavailability of Dedicated Test Engineer support at least three (3) Business
Days prior to scheduled commencement of Dedicated Test Engineer support
activity, then Contractor will issue a credit to the User’s account, which
credit shall be the User’s sole and exclusive remedy and Contractor’s only
liability for such unavailability, the amount the Contractor in good faith
determines the User would have paid if Dedicated Test Engineer support had
occurred as scheduled.   Notwithstanding
the foregoing, the maximum Contractor credit liability shall be equal to eight
(8) hours of Dedicated Test Engineer support cost.


 


4





















 


	
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  SOW 34

  



 


If Dedicated Test Engineer support resource was
scheduled by User for testing activity on the NPAC/SMS Test Platform and the NPAC/SMS Test Platform is in a state of
NPAC/SMS Test Platform Unavailability for any portion of the period for which
Testing was scheduled, Contractor will waive User’s Dedicated Test Engineer
support charge for the duration of the NPAC/SMS Test Platform Unavailability,
even though the Dedicated Test Engineer support resource is available.


 


User may request a specific Dedicated Test
Engineer support resource but if the specified Dedicated Test Engineer support
resource becomes unavailable after originally scheduled, Contractor shall not
be liable for credits if Contractor reasonably determines that a suitable
replacement resource is available for the User’s scheduled Dedicated Test
Engineer support activity.


 


4.                                      OUT
OF SCOPE SERVICES.  This SOW contains
the agreed upon terms and conditions that shall govern Contractor’s performance
of the services described herein.  The
services provided for in this SOW and for which Contractor shall be compensated
in accordance with Section 8 shall not be interpreted, implied, or assumed
to include any other service(s), including, but not limited to, additional or
changed services, not specifically described in this Section 2, Scope of
Additional Services.  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, Section 13, Additional Services.


 


Any
and all performance parameters, services or products associated with this
Agreement will not be measured by nor directly impact the GEP metric
requirements of SOW 25 – T/N Price
Reduction And Contract Update And Extension or Exhibit G Service Level
Requirements NPAC/SMS Services of the Master Agreement.


 


5.                                      PROJECT
PHASES.  The schedule set forth
in the following table is a summary and estimate of tasks and time frames for
implementation:


 


	
  Phase

  	
   

  	
  Summary Milestones

  	
   

  	
  Interval

  
	
  Phase 0.0

  	
   

  	
  SOW Effective Date

  	
   

  	
  Week 0

  
	
  Phase 1.0

  	
   

  	
  NPAC/SMS Test Platform Procurement

  	
   

  	
  Weeks 1-6

  
	
  Phase 2.0

  	
   

  	
  NPAC/SMS Test Platform Set-up

  	
   

  	
  Week 7-8

  
	
  Phase 3.0

  	
   

  	
  NPAC/SMS Test Platform General Availability

  	
   

  	
  End of Week 8

  



 


Phase 0.0                                           This
phase marks agreement between the parties for the implementation of the
Additional Services.


 


Phase 1.0                                           This
phase involves but is not limited to procuring NPAC/SMS Test Platform hardware
and software required for the test environment and other resources for ongoing
support.


 


5





















 


	
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  SOW 34

  



 


Phase 2.0                                           This
phase involves but is not limited to configuration and integration of the
NPAC/SMS Test Platform and database migration and the training of resources for
ongoing support.


 


Phase 3.0                                           This
phase marks the implementation and availability of the Test Platform to the
Users.  The completion of this phase
constitutes the SOW Completion Date (“SOW Completion Date”) of the Additional
Services.


 


6.   COMPLETION AND ACCEPTANCE
CRITERIA.  The following internal documents
are applicable to the Additional Services contemplated under this SOW:


 


N/A                         Functional Requirements
Specifications


N/A                         Requirements Traceability
Matrix


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


                                      User
Documentation


N/A                         Software Configuration
Management Plan


N/A                         Standards and Metrics


 


7.                                      IMPACTS ON
MASTER AGREEMENT (Includes Existing Specifications).


 


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


None                   Exhibit N System Performance Plan
for NPAC/SMS Services


 


8.                                      COMPENSATION
AND PAYMENT


 


8.1                               Compensation


 


Customer represents that it is executing this SOW on behalf of their
regional End-Users, as defined herein. 
Customer understands that the Non-Recurring Charges and Monthly
Recurring Fee are considered Allocable Charges as referenced in the FCC’s Third
Report and Order, CC Docket 95-116, RM 8535, FCC 98-82 (“Cost Recovery Order”)
and Statement of Work for Billing and Collection Operations and System (“SOW 11”).  Pursuant to the Cost Recovery


 


6





















 


	
  July 8, 2002

  	
   

  	
  SOW 34

  



 


Order, all End-Users in each Subscribing Customer’s region are to be
invoiced a portion of the Allocated Charges, as determined by an allocation
percentage based on end-user revenue, provided that End-Users with no end-user
revenue (i.e. Wholesalers) are to be invoiced [* * *]Dollars
($[* * *]) per region per year. 
Customer understands that as a result of the Third Report and Order, all
End-Users in each Subscribing Customer’s region are responsible to pay the
total purchase price of the Enhancement, as defined herein.  As used under this SOW, “End-Users” shall
mean all telecommunications carriers that are subject to local number
portability contribution requirements and file Telecommunications Worksheets,
FCC Form 499-A.


 


For the purposes of and in accordance with both Section 23.3 (“Users’
Liability for Payments”) of the Master Agreement and the Cost Recovery Order,
this Enhancement shall be considered by all End-Users 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, 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 charged End-Users
as provided for herein.


 


Customer’s payment obligations hereunder
shall not be subject to, and Customer hereby expressly waives, any right of
setoff or deduction with respect to any such amounts.


 


A.                                    Non-Recurring
Charges


 


Non-Recurring
Charges (“Non-Recurring Charges”) are defined as initial costs and set-up fees
associated with the establishment of the NPAC/SMS Test Platform.


 


Pricing Methodology.  The price for
Non-Recurring Charges under this SOW shall be calculated based upon the
following pricing methodology:


 


Pricing. The pricing for Non-Recurring
Charges shall be an amount equal to the Costs plus the Fee, not to exceed the
cap or maximum amount of Non-Recurring Charges as more particularly described
herein below (the “Cap”).


 


(i)            Costs. As used in this SOW, “Costs”
or “Cost” mean those costs that have been incurred or will be incurred by
Contractor as a result of implementing or postponing the implementation of the
NPAC/SMS Test Platform, which Costs shall include but not be limited to the
following:


 


Direct
costs. Those
direct costs incurred by Contractor attributable to the implementation of the
NPAC/SMS Test Platform, including, but not limited to hardware, software,
licenses, maintenance, dedicated resources, quality assurance, configuration
control, any delay caused by a User, labor, employee benefits, incentive
payments, bonuses, consultants, and associated operating expenses thereof and
other allocable direct charges (collectively, “Direct Costs”);


 


7





















 


	
  July 8, 2002

  	
   

  	
  SOW 34

  



 


Corporate
Overhead costs. 
Those shared expenses that are allocable as indirect costs, applied in
accordance with Contractor’s overhead indirect allocation methodology, and
which is consistent with U.S. general accepted accounting principles
(collectively, “Corporate Overhead Costs”);


 


(ii)        Fee.  As used in this
SOW, “Fee” shall be equal to [* * *]


 


[* * *]Dollars ($[* * *]).  Contractor shall be solely responsible for
any and all Costs which cause the Cost plus the Fee to exceed the Cap.


 


There are two payment options for
Non-Recurring Charges: (i) in one lump sum payment on the SOW
Completion Date (“SOW Invoice Date”) to be billed no earlier than January,
2003  (ii) through financing the
Non-Recurring Charges with Contractor over thirty-six (36) months, billing to
commence no earlier than January, 2003.  These payments options are illustrated in
Table 2, using the CAP as the amount financed.


 


Table 2


Example of
Non-Recurring Charges Payment Options


 


	
   

  	
   

  	
  Total
  Price

  	
   

  	
  Total
  Price

  Per Region

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lump Sum Payment

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  
							



 


	
  Finance Option

  	
   

  	
  Total

  	
   

  	
  Per Region

  
	
  Total Financed

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  
	
  Number of Months**

  	
   

  	
  [* * *]

  	
   

  	
  [* * *]

  
	
  APR**

  	
   

  	
  [* * *]

  	
   

  	
  [* * *]

  
	
  Monthly Payment

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  
	
  Total of Payments

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  



 










** Assumes an SOW Completion Date of December, 2002 with payments
beginning in Jan-03 and continuing through Dec-05 (36 months) at a 10.5%
APR.  Interest will accrue on amount
financed beginning on the SOW Completion Date.


 


The financing charge shall be equal to the
lesser of: (i) 10.5%; (ii) the thirty-six (36) month London Interbank Offered
Rate (“LIBOR”) on the SOW Invoice Date plus 532 basis points(1)  or (iii) Contractor’s actual financing rate,
inclusive of any structuring, administrative, or other related financing costs.


 


In the event that Customer fails to provide Contractor
with written notice of its intention to finance the Non-Recurring Charges as
set forth above within sixty (60) days after the SOW Effective Date, Customer
shall be obligated to pay the entire Non-Recurring Charge on the SOW Invoice
Date.


 










(1) The 532 basis spread was calculated by
substracting the thrity-six(36) month LIBOR as of 5/31/2004 from 10.5%.


 


8





















 


	
  July 8, 2002

  	
   

  	
  SOW 34

  



 


The prices set forth herein are valid only if
all seven (7) Regional Companies execute the SOW.  It is hereby understood that if
the Canadian LNP Consortium, Inc. (the “Consortium”) implements the Enhancement
contemplated by this SOW, or portions thereof, then the Consortium will share
on a proportional basis the relevant costs (e.g., Non-Recurring Charges and
Monthly Recurring Fee) in the same manner as the costs of Enhancements set
forth in other SOWs.


 


B. 
Monthly Recurring Fee


 


The Monthly Recurring Fee (“Monthly
Recurring Fee”) is defined as the allocable charge to the customer billed at
the end of each month.  Monthly Recurring
Fees will begin accruing immediately after the SOW Completion Date.  Any Monthly Recurring Fees incurred in 2002
will be billed as a lump sum in January, 2003. 
Subsequent Monthly Recurring Fees will be invoiced with the next billing
cycle after the month in which they were incurred.  The first and final invoices may be prorated
as necessary.


 


a)              Pricing.  The pricing for the Monthly
Recurring Fee shall be equal to the amounts shown in Table 3 below.  The Monthly Recurring Fee reflects all maintenance and resource charges
associated with operating the NPAC/SMS Test Platform.  These charges include but are not limited to
hardware and software maintenance and NPAC/SMS Test Platform support resources.


 


Table 3


Monthly Recurring Fee


 


	
   

  	
   

  	
  Year 1

  	
   

  	
  Year 2

  	
   

  	
  Year 3

  	
   

  	
  Year 4

  	
   

  
	
   

  	
   

  	
  Per

  Region

  	
   

  	
  Total

  	
   

  	
  Per 

  Region

  	
   

  	
  Total

  	
   

  	
  Per

  Region

  	
   

  	
  Total

  	
   

  	
  Per

  Region

  	
   

  	
  Total

  	
   

  
	
  Monthly
  Recurring Fee

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
																										



 










* Year 1 will be the first 12
calendar months after the SOW Completion Date. 
Subsequent years will begin on months 13, 25, and 37.


 


The prices are valid only if all seven (7)
Regional Companies execute the SOW It is hereby understood that
if the Canadian LNP Consortium, Inc. (the “Consortium”) implements the Enhancement
contemplated by this SOW, or portions thereof, then the Consortium will share
on a proportional basis the relevant costs (e.g., Non-Recurring Charges and
Monthly Recurring Fee) in the same manner as the costs of Enhancements set
forth in other SOWs.


 


b)             Usage Fees.   Users
will be charged directly for any Dedicated Test Engineer support resources
requested and scheduled.  Dedicated Test
Engineer


 


9





















 


	
  July 8, 2002

  	
   

  	
  SOW 34

  



 


support resources shall be scheduled for
periods of a minimum of four (4) hours. 
The price for a 4-hour period is [* * *]Dollars
($[* * *]).


 


8.2                               Payment
Terms


 


Invoicing:


 


Contractor shall prepare invoices (separate from Master Contract
invoicing, but which may include invoicing for other SOW charges) on the last
day of a calendar month and send to each User for the amount of its User
Charges.  Contractor shall also prepare
and deliver to Customer a report (the “Monthly Summary of Charges”) setting
forth the billing calculation above for each User in the Service Area, and for
all Users within the Service Area.  All
invoices shall be due and payable within thirty (30) days of the date of the
invoice.   Late payments will be subject
to a One and Twenty Five One Hundredths percent (1.25%) interest charge per
month, or, if lower, the maximum rate permitted by law.


 


With respect to End-Users that are not Users (individually a “Non-User”
and collectively, “Non-Users”), Contractor shall prepare invoices (separate
from Master Contract invoicing, but which may include invoicing for other SOW
charges) on the last day of a calendar quarter and send to each Non-User for
the amount of its charges.  Contractor
shall also prepare and deliver to Customer a report (the “Monthly Summary of
Charges”) setting forth the billing calculation above for each Non-User in the
Service Area, and for all Non-Users within the Service Area.  All invoices shall be due and payable within
thirty (30) days of the date of the invoice.  
Late payments will be subject to a One and Twenty Five One Hundredths
percent (1.25%) interest charge per month, or, if lower, the maximum rate
permitted by law.


 


Collections and remedies for those carriers and other entities that are
Users (including without limitation that disputes be resolved by arbitration as
specified in Article 13 of the User Agreement) will be as defined in their
User Agreement.  With respect Non-Users,
collections and remedies terms with respect to payment of all amounts billable
to such carriers, whether for charges for this SOW or for any other Allocated
Charges billed in accordance with the Cost Recovery Order, shall be as defined
in Exhibit A of this SOW.


 


Any billing disputes shall be promptly presented to Contractor in
writing and in reasonable detail. 
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, 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 less than 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.


 


Notwithstanding the foregoing, User may not withhold payment of any
amounts invoiced by Contractor based solely upon a dispute between Customer and
User concerning how User is allocated charges under the Allocation Model.


 


10





















 


	
  July 8, 2002

  	
   

  	
  SOW 34

  



 


The payments provided for in this Section shall not be applied
against the Annual Target Amounts referred to in the Master Agreement.


 


Taxes:


 


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


 


Assignment of Monies Due:


 


As provided in Section 22.2 of the Master
Agreement, Contractor may, upon written notice to Customer, assign monies due
or that are to become due under a Statement of Work, provided that no such
assignment may impose upon Customer or Users any obligations in addition to or
different than those set forth in the Master Agreement or the subject Statement
of Work, or preclude Customer or Users from dealing solely and directly with
Contractor, except for billing and payments, in all matters pertaining to this
Agreement or the subject Statement of Work, including the negotiation of
amendments and the settlement of disputed invoices.


 


8.3                               Secured
Financing.


 


Consent to Assignment:


 


Customer acknowledges that Contractor intends to reallocate receivables
due under this SOW (the “SOW 34 Receivables”) from Future SOW Receivables to
Financed SOW Receivables, as those terms are defined in SOW 30 to the Master
Agreement (“SOW 30”).  Without in any way
implying whether consent is or is not required under the Master Agreement,
Customer consents to the transfer and assignment by Contractor of all of its
right, title and interest in and to SOW 34 Receivables, and all rights to
payments with respect thereto, to the Borrower pursuant to the Transfer
Agreement for making loans through the Loan Facility under the Loan Agreement,
as those terms are defined in SOW 30, as well as all other related transactions
contemplated thereunder.  Upon the
request and at the expense of Contractor, Customer shall do all such things
(including the signing and execution of documents and other instruments) as may
be reasonably required to effectuate the intent and purposes of the forgoing.


 


Waiver of Right of Set-Off:


 


The obligations of the Customer and the carriers and other entities
which the Contractor is entitled to bill under the Master Agreement shall not
be subject to, and the Customer hereby expressly waives, any right of setoff or
deduction against amounts due and payable in respect of the SOW 34NE
Receivables that might arise by reason of any failure by the Contractor to
perform any of its obligations hereunder. 
Notwithstanding the foregoing, by its execution hereof, neither the
Customer nor any such entities releases, waives, discharges or otherwise agrees
to forego any rights or remedies (other than set-off or deduction against
amounts due and payable in respect of the SOW Receivables) that may be asserted
against the Contractor under this SOW,


 


11





















 


	
  July 8, 2002

  	
   

  	
  SOW 34

  



 


whether at law or in equity, including but not limited to termination,
Performance Credits or damages, but subject to any applicable restrictions set
forth herein.


 


8.4                               Price
Review.


 


Contractor will cause its regular independent auditor (“Contractor’s
Auditor”) to commence a review of the accuracy and validity of the Costs
associated with the Non-Recurring Charges incurred under this SOW during the
first Contractor quarterly financial audit that occurs after the SOW Completion
Date.  This audit will validate the Costs
incurred and Fees applied plus any changes to the fees to be charged to Users,
and the schedule of effective date(s) for said changes in the fee
structure.


 


If it is determined by Contractor’s Auditor that the Non-Recurring
Charges are greater than the Costs incurred from Phase 0.0 continuing up to the
SOW Completion Date plus the Fee applied, Contractor shall refund the overcharge
to Customer.


 


9.                                      PROJECT MANAGEMENT. 
When deemed appropriate by User and Contractor, Project Managers will be
assigned to produce and verify a delivery schedule, to coordinate logistics and
delivery of all deliverables, and to conduct project quality review
meetings.  The Assigned Project Managers
are:


 


	
  Contractor Project Manager

  	
   

  	
  Darius Irani (or designee)

  
	
   

  	
   

  	
  45980 Center
  Oak Plaza, Bldg 10

  
	
   

  	
   

  	
  Sterling, VA 20166

  
	
   

  	
   

  	
   

  
	
  User Project Manager

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


10.                               CONTINUATION
OF MASTER AGREEMENT AND USER AGREEMENT.  Except as specifically modified and amended
hereby (including by the SOW Specifications where applicable), all the
provisions of the Master Agreement and the User Agreements entered into with
respect 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
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 as modified and amended by this SOW.  Notwithstanding the foregoing, with respect
to User Enhancements, (i) the Master Agreement shall be modified and amended
only to the extent necessary to give effect to the terms of this SOW and
without affecting those Users or their User Agreements that are not Subscribing
Users, and (ii) only those User Agreements that have been entered into with the
Subscribing Users shall be modified and amended hereby.  From and after the effectiveness of this SOW,
this SOW shall be a part of the Master Agreement and, as such, shall be subject
to the terms and conditions therein.


 


12





















 


	
  July 8, 2002

  	
   

  	
  SOW 34

  



 


11.                               JOINDER.  If at any time hereafter a Customer, other
than a Subscribing Customer desires to become a Subscribing Customer or, with
respect to User Enhancements, a User, other than a Subscribing User, desires to
become a Subscribing User, Such Customer or User may become a Subscribing
Customer or Subscribing User, respectively, by executing a joinder agreement in
which they agree to be bound by the terms and conditions of this SOW, as
modified from time to time.  A Customer
or User executing such a joinder shall share in the payment of the price of the
Additional Services provided for herein in a fair and equitable manner, and in
no event in excess of the payments which would have been incurred had such
Customer or User been a Subscribing Customer or Subscribing User at the time of
effectiveness of this SOW, excluding any incremental work, such as Industry
Regression Testing, borne by the Contractor in order to properly implement the
Additional Services provided herein.


 


12.                               INTEGRATION.       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.


 


13.                               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.


 


13





















 


	
  July 8, 2002

  	
   

  	
  SOW 34

  



 


IN WITNESS WHEREOF, the undersigned have executed this SOW 34 as of the
SOW Effective Date.


 


	
  Contractor:

  	
   

  
	
   

  	
   

  
	
  NeuStar, Inc.

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title: 

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Customer:

  	
   

  
					



 


 


North American Portability Management LLC


 


 


	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title: 

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
					



 


	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title: 

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
					



 


14





















 


	
  July 8, 2002

  	
   

  	
  SOW 34

  



 


EXHIBIT A


COLLECTION
POLICY


 


Schedule for
PAST DUE Bills


 


	
  Days Past Due

  	
   

  	
  Amount of

  Invoice(s)

  	
   

  	
  Action

  
	
  3

  	
   

  	
  >$50K

  	
   

  	
  Follow-up call to carrier

  
	
  10

  	
   

  	
  >$5K

  	
   

  	
  Follow-up call to carrier

  
	
  20

  	
   

  	
  ALL

  	
   

  	
  Send letter to carrier

  
	
  40

  	
   

  	
  ALL

  	
   

  	
  Escalate: Send certified letter to carrier,
  List of Delinquent carriers to NANC and FCC for 208 process(2)

  
	
  60

  	
   

  	
  ALL

  	
   

  	
  Write-off overdue amount and send to
  Collection Agency (1)

  



 


ALL LATE PAYMENTS

ARE SUBJECT TO A 1.25% INTEREST CHARGE PER MONTH.


 










(1)         Any overdue accounts
referred to a collection agency will be written off, including
bankruptcies.  Any amount collected net
of collection agency charges will be credited to the carrier per the allocation
in effect.  NeuStar will seek Customer
approval for write-offs greater than Ten Thousand Dollars ($10,000), but in no
case will approval be unreasonably withheld for accounts One Hundred Eighty
(180) days past due.


 


(2)         Contractor, as part
of its normal business practice, will maintain a collection history file for
all accounts.  The collection history
file will contain invoice dates, dates of letter and phone contacts and
responses (or non-responses) to those contacts from the carriers.  This information will be provided to
Subscribing Customer(s) or any regulatory agency in support of the 208 process,
if required.


 


15





















 


Amendment No.36-NAPAM(NE)


APRIL 2, 2003 - FINAL


SOW:              No


                                                _ Yes


 





 


SETTLEMENT
OF BILLING FOR MODIFIES DISPUTE


 


UNDER


 


AGREEMENT FOR NUMBERING
ADMINISTRATION CENTER / SERVICE MANAGEMENT SYSTEM


 


16





















 


Amendment No.36-NAPAM(NE)


APRIL 2, 2003 - FINAL


SOW:              No


                                                _ Yes


 


SETTLEMENT
OF BILLING FOR MODIFIES DISPUTE


 


UNDER


 


AGREEMENT
FOR NUMBERING ADMINISTRATION CENTER/SERVICE

MANAGEMENT SYSTEM


 


1.  PARTIES


 


This amendment (this “Amendment”) is entered into pursuant to Article 30
of, and upon execution shall be a part of, the Agreement for Number Portability
Administration Center/Service Management System (referred to as the “Master
Agreement”) by and between NeuStar, Inc., a Delaware corporation (“Contractor”)
and the North American Portability Management LLC, a Delaware limited liability
company (the “Customer” or “NAPM”), as the successor in interest to and on
behalf of Northeast Carrier Acquisition Company, L.L.C. (the “Subscribing
Customer”).


 


2.  EFFECTIVENESS


 


This Amendment shall be effective as of April 2, 2003 (the “Amendment
Effective Date”) only upon execution of separate amendments by Contractor and
Customer as the successor in interest to and on behalf of all of the following
entities that were signatories under separate agreements with Contractor and
which were merged into NAPM and no longer exist   (each a “Subscribing Customer”):


 


•                  LNP,
L.L.C. (Midwest)


•                  Mid-Atlantic
Carrier Acquisition Company, L.L.C.


•                  Northeast
Carrier Acquisition Company, L.L.C.


•                  Southeast
Number Portability Administration Company, L.L.C.


•                  Southwest
Region Portability Company, L.L.C.


•                  West
Coast Portability Services, L.L.C.


•                  Western
Region Telephone Number Portability, LLC


 


The number in the upper left-hand corner refers to
this Amendment.  Capitalized terms used
herein without definition shall have the meanings as defined in the Master
Agreement.


 


3.  DISPUTE & SETTLEMENT


 


3.1                                 Modifies as TN
Porting Event.  Customer and
Contractor have disagreed on whether certain operations (referred to in this
Amendment as “Modifications”) involving a modification action on any data in an
active subscription version associated with a particular Telephone Number (“TN”)
and the subsequent broadcast of the information related thereto constitutes a


 


17





















 


Amendment No.36-NAPAM(NE)


APRIL 2, 2003 - FINAL


SOW:              No


                                                _ Yes


 


“TN Porting Event,” properly chargeable to Users in accordance with Schedule 1
of Exhibit E to the Master Agreement (the “Dispute”).


 


3.2                                 Settlement.  In consideration of the compromise and
settlement of the Dispute under the terms and conditions set forth in this
Amendment, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as set forth in
this Amendment.


 


3.3                                 Reservations.  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 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. Notwithstanding anything to the contrary contained in
this Amendment, the parties expressly and explicitly agree and acknowledge that
the only consideration for the compromise and settlement of the Dispute is the
agreement of the parties to the resolution of the Dispute hereunder and the
modifications, amendments and price concessions made herein and that no other
consideration, express or implied, was involved in such compromise and
settlement of the Dispute. Both parties expressly and explicitly state that
nothing contained in this Amendment is intended to constitute nor shall it be
implied to constitute an acceptance or acknowledgment of, or an acquiescence
to, the contentions or positions of the other party regarding the Dispute.  Further, nothing contained in this Amendment
is intended nor shall it be implied to constitute any change or any
acknowledgment, with respect to the inclusion, treatment or charges for operations
or processes other than the Modifications, and the parties expressly and
explicitly do not waive, release or otherwise alter their rights or remedies
with respect to such other operations or processes.


 


4.  SETTLEMENT PAYMENT


 


4.1                                 Computation.  Contractor will pay to all End-Users in all
Service Areas for all Subscribing Customers the amounts set forth below as
Unamortized Payments and Amortized Payments. 
These payments shall be divided equally between Service Areas as set
forth in Section 4.2.


 


(a)                                  Unamortized
Payments. For purposes of this Amendment, the “Unamortized Payment” shall
mean (i) for all Service Areas cumulatively, the monthly payment of a principal
amount of [* * *]Dollars (US$[* * *]) in seventeen (17)
equal installments and (ii) for any single Service Area, the monthly payment of
a principal amount of [* * *] Dollars ($[* * *]) in
seventeen (17) equal monthly installments as set forth in Section 4.2.


 


(b)                                 Amortized Payments.  For purposes of this Amendment, the “Amortized
Payment” shall mean (i) for all Service Areas cumulatively, the monthly payment
that amortizes a principal amount of [* * *]Dollars
(US$[* * *]) over seventeen (17) months with an interest rate equal
to the Seventeen Month LIBOR, as defined in Section 4.4, plus 532 basis
points,


 


18





















 


Amendment No.36-NAPAM(NE)


APRIL 2, 2003 - FINAL


SOW:              No


                                                _ Yes


 


payable in seventeen (17) equal monthly installments, and (ii) for any
single Service Area, the monthly payment that amortizes a principal amount of
[* * *] Dollars ($[* * *] over seventeen (17) months with
an interest rate equal to the Seventeen Month LIBOR, as defined in Section 4.4,
plus 532 basis points, payable in seventeen (17) equal monthly installments as
set forth in Section 4.2.


 


4.2                                 Payment Via User
Crediting.  The Unamortized Payment
and Amortized Payment will be paid by Contractor in equal monthly payments
(each a “Monthly Settlement Payment”). 
Each Monthly Settlement Payment for all Service Areas cumulatively shall
be apportioned between the separate Service Areas by dividing the Monthly
Settlement Payment for all Service Areas cumulatively equally among the
Subscribing Customers.  Each respective
Subscribing Customer’s apportionment of the Monthly Settlement Payment for all
Services Areas cumulatively shall be paid to End Users within that respective
Subscribing Customer’s Service Area by crediting this apportioned amount of the
Monthly Settlement Payment against Allocated Charges within that Service Areas
for each calendar month, commencing with the January 2005 invoice and
concluding with the May 2006 invoice. 
Allocated Charges shall have the meaning set forth in SOW11 and shall be
computed within each Service Area in accordance with the FCC’s Matter of
Telephone Number Portability, Third Report and Order, CC Docket 95-116, RM
8535, FCC 98-82, as it may subsequently be revised or amended (the “Cost
Recovery Order”).  Subject to the
forgoing, the division, apportioning and invoicing of the Monthly Settlement
Payments among the Users, End-Users and other entities within a Service Area
that Contractor is entitled to bill under the Master Agreement shall be
determined in the same manner as the division, apportioning and invoicing of
Allocated Charges is determined under SOW11 and in accordance with the Cost
Recovery Order.


 


4.3                                 Customer Remedies.  Except as set forth in clause (c) of this Section 4.3
below, the payment of Additional Payments (as set forth in clause (a) of this Section 4.3
below) and the reductions in the TN Porting Price (as set forth below in clause
(b) of this Section 4.3 below) shall constitute the exclusive damages for
Subscribing Customers, Users, End-Users and other entities that Contractor is
entitled to bill under the Master Agreement with respect only to Contractor’s
failure properly to credit any amounts of all due and payable Monthly
Settlement Payment, Additional Payment (as defined in clause (a) below) and
reductions in the TN Porting Prices in accordance with this Amendment.  The forgoing shall not be interpreted to
waive any Subscribing Customer’s, User’s, End-User ‘s or other entity’s rights
or remedies, including setoff.


 


(a)                                  Additional Payment.  If (i) Contractor fails to credit a Monthly
Settlement Payment or an Additional Payment (as defined herein) in any Service
Area either directly or in accordance with the method of crediting set forth in
Section 4.2 on the date such installment is due and payable,  (ii) any Users, End-Users or other entities
that Contractor is entitled to bill under the Master Agreement fail to setoff,
and (iii) such failure continues for more than ten (10) business days, then
Contractor shall credit to Users, End Users and such other entities in each


 


19





















 


Amendment No.36-NAPAM(NE)


APRIL 2, 2003 - FINAL


SOW:              No


                                                _ Yes


 


respective Service Area a late payment charge (the “Additional Payment”)in
the amount equal to the sum of the following:


 


(A) 
the product of (I.) the original principal amount of the Unamortized
Payments for that respective Service Area hereunder minus the sum of all
Unamortized Payments actually credited or setoff hereunder for that Service
Area and (II.) the Seventeen Month LIBOR, as defined in Section 4.4, plus
1,032 basis points, compounded monthly; and


 


(B) 
the product of (I.) the sum of the original amortized amount of all
Amortized Payments for that respective Service Area computed hereunder minus
the sum of all Amortized Payments actually credited or setoff hereunder for
that respective Service Area and (II.) five (5%) percent per anum, compounded
monthly.


 


Contractor’s obligation
under this clause (a) of Section 4.3 to credit the Additional Payment
shall continue until all amounts of due and payable Monthly Settlement Payment
and Additional Payment are properly credited in accordance with this Amendment.


 


(b) Reductions in TN
Porting Prices.  The proper credit of
both the Monthly Settlement Payment in each Service Area and the amounts of the
Additional Payment specified in the immediately preceding clause (a) of this Section 4.3
for any respective Service Area shall be auditable charges for purposes of
Element No. 7b of the Gateway Evaluation Process (“GEP”) in that respective
Service Area and could result in reductions in TN Porting Prices in accordance
with the GEP.  Contractor shall cause the
auditor to include these credits and payments as an auditable item under
Element No. 7b within the auditor’s audit plan.


 


(c) Default.  Any failure for a period of six (6) months to
pay or to credit any Monthly Settlement Payment or Additional Payment as set
forth herein or any failure for a period of six (6) months properly to credit
any reductions in the TN Porting Price in any Service Area resulting from any
Failures of Element No. 7b of the GEP occasioned by the occurrence of the
failure timely to credit as set forth in clause (b) above, shall each
constitute a failure by the Contractor to perform a material obligation under
the Master Agreement, and if any such failure continues for a period of two
hundred seventy (270) days after receipt of notice from Customer in any Service
Area of such failure, then Contractor shall be considered to be in Default
under Section 16.5 of the Master Agreement, with no further requirements
of notice by Customer or any Users, End-Users or other entities and no further
right to cure such failure.


 


4.4                                 Seventeen Month
LIBOR.  For the purposes of this
Amendment, the “Seventeen Month LIBOR” shall mean the annual London Interbank
Offered Rate (“LIBOR”) for seventeen (17) months as of January 2, 2005.


 


20





















 


Amendment No.36-NAPAM(NE)


APRIL 2, 2003 - FINAL


SOW:              No


                                                _ Yes


 


5.  WAIVER
AND RELEASE


 


5.1                                 Dispute.  On the Amendment Effective Date, Customer
hereby expressly waives any rights or remedies that now exist or ever existed
and otherwise releases, acquits, and forever discharges Contractor and its
respective present and former officers, directors, employees, affiliates,
subsidiaries, agents, attorneys, servants, and representatives, as well as the
respective heirs, successors and assigns of any and all of them (hereinafter
collectively included in the definition of “Contractor”), in perpetuity, from
any and all claims, demands, actions, causes of action, suits, obligations,
accounts, damages, costs, expenses, debts, defenses, offsets or liabilities of
any kind or character whatsoever, whether known, suspected or unknown, whether
asserted or unasserted, which Customer and any Users, End-Users or other
entities that Contractor is entitled to bill under the Master Agreement now has
or ever had, related to, or arising from, either directly or indirectly, the
Master Agreement with respect to the Dispute from the date of the commencement
of Services through the Amendment Effective Date.


 


5.2                                 Representation.  Customer hereby represents that as of the
Amendment Effective Date, no dispute over whether a specific action constitutes
a TN Porting Event under Exhibit E (Pricing Schedules) to the Master Agreement
has been brought to the attention of the Co-Chairpersons of Customer, except for
the Dispute and those disputes set forth in Schedule 1 (Disclosure List)
hereunder. Notwithstanding anything to the contrary contained herein,
Contractor acknowledges and agrees that the Customer has made no representation
or warranty whatsoever to the Contractor or to any third parties regarding the
enforceability of the foregoing waiver and release by Customer against Users,
End-Users or other entities that Contractor is entitled to bill under the
Master Agreement, by this Amendment or otherwise.


 


6.  IMPACTS
ON MASTER AGREEMENT


 


6.1                                 Pricing Schedule.  Effective on the Amendment Effective Date,
Footnote 4 (TN Porting Event) in Exhibit E of the Master Agreement shall be
amended and replaced in its entirety as set forth in Attachment 1, attached
hereto and made a part hereof.


 


6.2                                 Inapplicability of Article 29.  Article 29 of the Master Agreement shall
not apply with respect to the execution and delivery of this Amendment.


 


6.3                                 Impacts on Master
Agreement.  The following portions of
the Master Agreement are impacted by this Amendment:


 


	
  

  	
   

  	
  Master Agreement

  
	
  None

  	
   

  	
  Exhibit B Functional Requirements
  Specification

  
	
  None

  	
   

  	
  Exhibit C Interoperable Interface
  Specification

  



 


21





















 


Amendment No.36-NAPAM(NE)


APRIL 2, 2003 - FINAL


SOW:              No


                                                _ Yes


 


	
  

  	
   

  	
  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

  
	
  None

  	
   

  	
  Exhibit N System Performance Plan for
  NPAC/SMS Services

  
	
  None

  	
   

  	
  Disaster Recovery

  
	
  None

  	
   

  	
  Back-up Plans

  



 


6.4                                 SOW25.  Except as expressly provided for, nothing
herein shall affect the settlement of the “Dispute” under Section 5.1 of
SOW25 (“STATEMENT OF WORK FOR T/N PRICE REDUCTION AND CONTRACT UPDATE AND
EXTENSION) to the Master Agreement.


 


6.5                                 Numbering Scheme.  Beginning with this Amendment, each future
modification to the Master Agreement shall be referenced as an “Amendment”
followed by a number signifying the sequence of such amendment, e.g., “Amendment
No. 40”.  If such amendment embodies a
Statement of Work under the Master Agreement, then the amendment shall also be
identified as a Statement of Work. All amendments shall also bear a reference
by abbreviation or otherwise to clearly identify the Service Area to which it
applies.


 


7.  MISCELLANEOUS


 


7.1                                 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.


 


7.2                                 Severability.  If any provision of this Amendment is held
invalid or unenforceable, the remaining provisions of this Amendment shall
become null and void and be of no further force or effect.  If by rule, regulation, order, opinion or
decision of the Federal Communications Commission or any other regulatory body
having jurisdiction or delegated authority with respect to the subject matter
of this Amendment or the Master Agreement, this Amendment is required to be
rescinded or is declared ineffective or void in whole or in part, whether
temporarily, permanently or ab initio (an “Ineffectiveness Determination”),
immediately upon such Ineffectiveness Determination and without any requirement
on any party to appeal, protest or


 


22





















 


Amendment No.36-NAPAM(NE)


APRIL 2, 2003 - FINAL


SOW:              No


                                                _ Yes


 


otherwise seek clarification of such Ineffectiveness Determination,
this Amendment shall be rescinded and of no further force or effect
retroactively to the Amendment Effective Date. 
Consequently, the Master Agreement in effect immediately prior to the
Amendment Effective Date shall continue in full force and effect in accordance
with its terms, unchanged or modified in any way by this Amendment.  In the event of an Ineffectiveness Determination,
any amounts that would have otherwise been due and payable under the terms and
conditions of the Master Agreement, in effect immediately prior to the
Amendment Effective Date (including, but not limited to any adjustments
necessary to retroactively reprice TN Porting Events under Schedule E from
the Amendment Effective Date through the date of the Ineffectiveness
Determination, or other amounts or credits, to any party hereunder), shall be
invoiced by Contractor at the earliest practical billing cycle in accordance
with the Master Agreement and shall be due and payable in accordance with the
applicable invoice therewith or shall be credited or applied for the benefit of
the Customer or any User in accordance with the Master Agreement.


 


7.3                                 Joinder.  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 Amendment, as
modified from time to time.


 


7.4                                 No Inferences.  This Amendment 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.


 


7.5                                 Entire Agreement.  This Amendment 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.


 


[THIS
SPACE INTENTIONALLY LEFT BLANK]


 


23





















 


Amendment No.36-NAPAM(NE)


APRIL 2, 2003 - FINAL


SOW:              No


                                                _ Yes


 


IN WITNESS WHEREOF, the undersigned have executed this Amendment:


 


	
  CONTRACTOR:

  	
  NeuStar, Inc.

  	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  
						



 


 


CUSTOMER: North American Portability Management, LLC

as the successor in interest to and on behalf of
Northeast Carrier Acquisition Company, L.L.C.


 


	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  
				



 


 


CUSTOMER: North American Portability Management, LLC

as the successor in interest to and on behalf of
Northeast Carrier Acquisition Company, L.L.C.


 


	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  
				



 


24





















 


Amendment No.36-NAPAM(NE)


APRIL 2, 2003 - FINAL


SOW:              No


                                                _ Yes


 


SCHEDULE 1


 


TO


 


AMENDMENT
NO. 36-NAPM(NE)


 


Disclosure
List


 


1.                                       Billing dispute with BellSouth concerning
charges for SPID transfers on NeuStar invoice dated August 31, 2002.


 


25





















 


Amendment No.36-NAPAM(NE)


APRIL 2, 2003 - FINAL


SOW:              No


                                                _ Yes


 


ATTACHMENT
1


 


TO


 


AMENDMENT
NO. 36-NAPM(NE)


 


Amended
Footnote 4 of Exhibit E (Pricing Schedules)


 


(a)  (4)   [* * *]


 


26










 










	
  Amendment No.42-NPAM(NE)

  	
   

  	
  October 22,2003

  



Sow:       No


                _ Yes


 





 


 


EXTENSION AGREEMENT


 


FOR 


 


AGREEMENT FOR NUMBER PORTABILITY
ADMINISTRATION

CENTER / SERVICE MANAGEMENT SYSTEM


 


27





















 


	
  Amendment No.42-NPAM(NE)

  	
   

  	
  October 22,2003

  



Sow:       No


                _ Yes


 


EXTENSION AGREEMENT


 


FOR


 


AGREEMENT FOR NUMBER
PORTABILITY ADMINISTRATION

CENTER/SERVICE MANAGEMENT SYSTEM


 


1.             PARTIES 


 


This amendment (this “Amendment”) is entered into pursuant to Article
30 of, and upon execution shall be a part of, the Agreement for Number
Portability Administration Center/Service Management System, as amended and in
effect immediately prior to the Amendment Effective Date (the “Master Agreement”),
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 Northeast
Carrier Acquisition Company, LLC ( the “Subscribing Customer”).  


 


2.             EFFECTIVENESS AND
DEFINED TERMS


 


This Amendment shall be
effective as of the 22nd day
of October, 2003 (the “Amendment Effective Date”), conditioned upon
execution by Contractor and Customer of this Amendment and six other separate
amendments, in substantially the form of this Amendment, applicable to the
other six (6) Service Areas for the United States (collectively, the “United
States Service Areas”), whereby the Customer is the successor in interest to
and acting on behalf of each of the respective other six subscribing customers
named in each such amendment.


The number in the upper
left-hand corner refers to this Amendment. 
Capitalized terms used herein without definition or which do not
specifically reference another agreement shall have the meanings as defined in
the Master Agreement.  As set forth in
Section 9.3 below, “Allocated Payor” means those entities that the Contractor
is entitled to invoice for Allocated Charges under the Cost Recovery Order, as
that term is defined in Section 7.2


 


3.             CONSIDERATION
RECITAL


 


In consideration of the terms
and conditions set forth in this Amendment, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Contractor and Customer agree as set forth in this Amendment. The modifications
and amendments made herein were negotiated together, and each is made in
consideration of all of the other terms and conditions herein. All such
modifications and amendments are interrelated and are dependent on each other.
No separate, additional or different consideration is contemplated with respect
to the modifications and amendments herein. 
Contractor and Customer acknowledge that Contractor’s agreements
hereunder, including by way of example and not limitation, certain TN Porting Event
pricing reductions reflected in Rate Card No. 2 (defined below in this
Amendment) and the Fixed Credit Payments for 2003, the Fixed Credit Payments
for 2004 and the Variable Credit Payments (all as reflected and defined in this
Amendment) have been offered in part because of past and


 


28





















 


	
  Amendment No.42-NPAM(NE)

  	
   

  	
  October 22,2003

  



Sow:       No


                _ Yes


 


expected TN Porting Event
volumes for the United States Service Areas and the cost savings asserted by
Contractor that are or may be associated with the current and coordinated
implementation in the United States Service Areas of Release 3.2 of the
NPAC/SMS Software.  Notwithstanding the
foregoing, Customer makes no representations with respect to expected TN Porting
Event volumes in the United States Service Areas and does not guarantee or
otherwise ensure any TN Porting Event volumes, and Contractor makes no
representations with respect to Contractor’s realization of current or
anticipated cost savings associated with the implementation in the United
States Service Areas of Release 3.2 of the NPAC/SMS Software.  Nonetheless, Contractor expressly agrees and
acknowledges that regardless of Contractor’s realization of any such current or
anticipated costs savings, immediately upon the Amendment Effective Date,
Exhibit E (Pricing Schedules) of the Master Agreement as amended and restated
pursuant to Article 5 of this Amendment shall govern as provided therein.


 


4.             EXTENSION OF MASTER
AGREEMENT


 


Article 3 of the Master Agreement is deleted and replaced in its
entirety with the following:


 


This Agreement shall commence as of the Effective Date of this
Agreement and continue for an initial term ending on May 31, 2011 (the “Initial
Term”), unless terminated earlier under the terms of this Agreement.  After expiration of the Initial Term, this
Agreement shall automatically renew for consecutive one-year terms (one year at
a time) unless an election not to renew is made either (i) by Customer, by
providing at least ninety (90) days written notice to Contractor prior to the
end of the Initial Term or any subsequent term in which the Agreement is in
effect, or (ii) by Contractor, by providing at least one hundred and eighty
(180) days written notice to Customer prior to the end of the Initial Term or
any subsequent term in which the Agreement is in effect.


 


5.             PRICING SCHEDULES


 


Effective on the Amendment Effective Date, Exhibit E (Pricing
Schedules) of the Master Agreement is hereby amended and restated in its
entirety as set forth in Attachment 1 hereunder.  Such amendment and restatement shall include,
among other changes reflected therein, the identification of two separate
schedules of prices per TN Porting Event in the Customer’s Service Area.  “Rate Card No. 2” (as defined in Exhibit E,
as amended hereby), shall apply, commencing January 1, 2004, to determine the
price per TN Porting Event in the Subscribing Customer’s Service Area, in
accordance with a schedule of charges based upon the cumulative number of TN
Porting Events that occur in the Subscribing Customer’s Service Area after
December 31, 2003, so long as the cumulative number of TN Porting Events that
have occurred in the Subscribing Customer’s Service Area since the Effective
Date of the Master Agreement equal or exceed 10,000,000 on or before December
31, 2003.  If Rate Card No. 2 is not
applicable, then “Rate Card No. 1” (as defined in Exhibit E, as amended
hereby), shall apply to determine the price per TN Porting Event in the
Subscribing Customer’s Service Area, in accordance with a schedule of charges
based upon the cumulative number of TN Porting Events that occur in the
Subscribing Customer’s Service Area since the Effective Date of the Master
Agreement.


 


29





















 


	
  Amendment No.42-NPAM(NE)

  	
   

  	
  October 22,2003

  



Sow:       No


                _ Yes


 


6.             FIXED CREDIT
PAYMENTS


 


6.1   Fixed
Credit Payment for 2003  


 


(a)   For Entire Service Area.  In accordance with Section 6.1(b) below,
Contractor shall make an aggregate payment in the amount of [* * *]
Dollars ($[* * *]) to all Allocated Payors in the Subscribing
Customer’s Service Area (the “Fixed Credit Payment for 2003”).  


 


(b)   Division Among Allocated
Payors Within the Service Area.  Each
Allocated Payor’s share of the Fixed Credit Payment for 2003 shall be applied
in the same manner as the division, apportioning and invoicing of Allocated
Charges is determined under SOW11 and in accordance with the FCC’s Matter of
Telephone Number Portability, Third Report and Order, CC Docket 95-116, RM
8535, FCC 98-82, as it may subsequently be revised or amended (the “Cost
Recovery Order”), commencing with the invoices issued to Allocated Payers in
January, 2004 pursuant to Section 6.6(c) of the Master Agreement.  If for any Allocated Payor such credit
applied on that invoice does not pay in full such Allocated Payor’s share of
the Fixed Credit Payment for 2003, then the remaining share of the Fixed Credit
Payment for 2003 allocable to that Allocated Payor shall be applied to and
utilized on subsequent invoices in the amount of the lesser of (i) the full
amount of the remaining share of the Fixed Credit Payment for 2003 allocable to
that Allocated Payor or (ii) the full amount of all charges for Services shown
on such invoice and allocable or chargeable to such Allocated Payor under the
Master Agreement, but not including charges allocable or chargeable pursuant to
a Statement of Work for Additional Services, until the share of the Fixed
Credit Payment for 2003 allocable to that Allocated Payor is fully credited and
utilized.  The invoice in which the
Allocated Payor’s share of the Fixed Credit Payment for 2003 is first applied
shall clearly identify the amount of the share of the Fixed Credit Payment for
2003 allocable to the Allocated Payor which is applied on the invoice, and any
amount of the Allocated Payor’s share of the Fixed Credit Payment for 2003
which is remaining after utilization on that invoice shall be aggregated with
and added to amounts of the Allocated Payor’s share of the Fixed Credit Payment
for 2004 and the Variable Credit Payments (as those terms are defined below)
remaining for utilization on future invoices, and such sum shall be clearly
identified on such invoice and any subsequent invoice(s) if the Allocated Payor’s
share of the Fixed Credit for 2003 has not been fully utilized.  Each Allocated Payor shall be provided by
Contractor with access, at no additional charge, to a secure,
password-protected Web site which will provide a report identifying the application
and utilization of the Allocated Payor’s share of the Fixed Credit Payment for
2003.  Such report will be provided for a
period of twelve (12) months after the date of the invoice in which such
credits were last utilized.  Further,
Contractor shall consult with Customer prior to issuance of a form cover letter
to accompany those invoices to Allocated Payors for the application of the
Fixed Credit Payment for 2003.  After
consultation with Customer, Contractor shall issue in November, 2003 a letter
to all Allocated Payors in the Service Area describing the nature, calculation
and expected payment of the Fixed Credit Payment for 2003, the Fixed Credit
Payment for 2004 and the Variable Credit Payments (as those terms are defined
herein), the new charges for TN Porting Events (“Rate Card 2”), as set forth in


 


30





















 


	
  Amendment No.42-NPAM(NE)

  	
   

  	
  October 22,2003

  



Sow:       No


                _ Yes


 


Article 5, and identifying the
contact personnel in the Contractor’s billing department to whom inquiries may
be directed concerning the foregoing.


 


6.2   Fixed
Credit Payment for 2004


 


(a)   For Entire Service Area.  Contractor shall make an aggregate payment in
the amount of [* * *] Dollars ($[* * *]) to all Allocated
Payors in the Subscribing Customer’s Service Area (the “Fixed Credit Payment
for 2004”) in accordance with Section 6.2(b) below.  


 


(b)   Division Among Allocated
Payors Within the Service Area.  Each
Allocated Payor’s share of the Fixed Credit Payment for 2004 shall be applied
in the same manner as the division, apportioning and invoicing of Allocated
Charges is determined under SOW11 and in accordance with the Cost Recovery
Order, by crediting the first invoice issued to the Allocated Payor in such
each calendar quarter of 2004 pursuant to Section 6.6(c) of the Master
Agreement by an amount equal to such Allocated Payor’s share of the Fixed
Credit Payment for 2004, divided by four. 
If for any Allocated Payor the quarterly application and utilization of
the Allocated Payor’s share of the Fixed Credit Payment for 2004 do not pay in
full such Allocated Payor’s share of the Fixed Credit Payment for 2004, then
the remaining share of the Fixed Credit Payment for 2004 allocable to that
Allocated Payor shall be applied to and utilized on subsequent invoices in the
amount of the lesser of (i) the full amount of the remaining share of the Fixed
Credit Payment for 2004 allocable to that Allocated Payor or (ii) the full
amount of all Charges for Services shown on such invoice and allocable or
chargeable to such Allocated Payor under the Master Agreement, but not
including charges allocable or chargeable pursuant to a Statement of Work for
Additional Services, until the share of the Fixed Credit Payment for 2004
allocable to that Allocated Payor is fully credited and utilized.  Each invoice in which any portion of the
Allocated Payor’s share of the Fixed Credit Payment for 2004 is first applied
shall clearly identify the amount of the share of the Fixed Credit Payment for
2004 allocable to the Allocated Payor which is applied on the invoice, and any
amount of the Allocated Payor’s share of the Fixed Credit Payment for 2004
which is remaining after utilization on that invoice shall be aggregated with
and added to amounts of the Allocated Payor’s share of the Fixed Credit Payment
for 2003 and the Variable Credit Payments (as that term is defined below)
remaining for utilization on future invoices, and such sum shall be clearly
identified on such invoice and any subsequent invoice(s) if the Allocated Payor’s
share of the Fixed Credit for 2004 has not been fully utilized.  Each Allocated Payor shall be provided by
Contractor with access, at no additional charge, to a secure,
password-protected Web site which will provide a report identifying the application
and utilization of the Allocated Payor’s share of the Fixed Credit Payment for
2004.  Such report will be provided for a
period of twelve (12) months after the date of the invoice in which such
credits were last utilized.  Further,
Contractor shall consult with Customer prior to issuance of a form cover letter
to accompany those invoices to Allocated Payors commencing the first instance
in which a credit is applied for the Fixed Credit Payment for 2004.


 


6.3   Fixed
Credit Payments:  Miscellaneous


 


(a)   The division, apportioning,
application, utilization and invoicing of the Fixed Credit Payment Credit for
2003 and the Fixed Credit Payment for 2004 among Allocated Payors


 


31





















 


	
  Amendment No.42-NPAM(NE)

  	
   

  	
  October 22,2003

  



Sow:       No


                _ Yes


 


as set forth in this Article 6
are separate from the computation of any Reduced TN Porting Price under Article
32 of the Master Agreement.  Further, the
division, apportioning, application, utilization and invoicing of the Fixed
Credit Payment for 2003 and the Fixed Credit Payment for 2004 do not and shall
not be construed as altering or amending the charges for TN Porting Events set
forth in Rate Card No. 1 or Rate Card No. 2.


 


(b)   The division, apportioning,
application, utilization and invoicing of the Fixed Credit Payment Credit for
2003 and the Fixed Credit Payment for 2004 among Allocated Payors as set forth
in this Article 6, including the computation of the share of the Fixed Credit
Payment for 2003 and the Fixed Credit Payment for 2004 allocable to each Allocated
Payor and the application, utilization and crediting on invoices of Allocated
Payors, shall be auditable and included in determining “accuracy” of invoices
for purposes of Element No. 7b of the Gateway Evaluation Process, as set forth
in Article 32 of the Master Agreement. 
The Fixed Credit Payments for 2003 and the Fixed Credit Payments for
2004 provided in this Article 6 relate to and are applicable against all
charges for Services allocable to Allocated Payors, including, but not limited
to TN Porting Event charges, but do not relate to and are not applicable
against charges for Additional Services under Statements of Work under Article
13 of the Master Agreement.  


 


(c)   Allocated Payors retain
their right of set-off against all charges for Services allocable to Allocated
Payors under the Master Agreement, including, but not limited to TN Porting
Event charges, for Contractor’s failure to properly and accurately compute and
credit the Fixed Credit Payments for 2003 and the Fixed Credit Payments for 2004
as contemplated under this Article 6.


 


7.             VARIABLE CREDIT
PAYMENTS


 


7.1   Computation.


 


(a)   For Entire Service Area.  In accordance with Section 7.1(b) below, for
each calendar year during the Initial Term, and after the Amendment Effective
Date, Contractor shall make an aggregate payment (the “Variable Credit Payment”)
to all Allocated Payors in the Service Area of the Subscribing Customer, equal
to the product of the amounts calculated in subparagraphs (i) and (ii) below.


 


(i)                                     Calculate the
following (i.e., the earned portion of the Annual Available Credit dollars for
all United States Services Areas):


 


[(A – C) / (B – C)] * D


 


Where:


A = Actual number of aggregate TN Porting Events in
all of the United States Service Areas, up to a maximum not to exceed the
amount for Maximum TN Porting Events below in “B”.


B = Maximum TN Porting Events in the aggregate for all United States
Service Areas


C= Threshold TN Porting Events in the aggregate for all United States
Service Areas


 


32





















 


	
  Amendment No.42-NPAM(NE)

  	
   

  	
  October 22,2003

  



Sow:       No


                _ Yes


 


D = Annual Available Credit dollars for all United
States Service Areas


 


	
  AGGREGATE FOR ALL UNITED

  STATES SERVICE AREAS

  	
   

  	
  2003

  	
   

  	
  2004

  	
   

  	
  2005

  	
   

  	
  2006

  	
   

  	
  2007

  	
   

  
	
  Maximum TN Porting Events

  	
   

  	
  64,032,000

  	
   

  	
  122,887,000

  	
   

  	
  126,591,000

  	
   

  	
  130,098,000

  	
   

  	
  129,994,000

  	
   

  
	
  Threshold TN Porting Events

  	
   

  	
  60,000,000

  	
   

  	
  100,000,000

  	
   

  	
  100,000,000

  	
   

  	
  100,000,000

  	
   

  	
  100,000,000

  	
   

  
	
  Annual Available Credit

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
																	



 


	
  AGGREGATE ALL UNITED

  STATES SERVICE AREAS

  	
   

  	
  2008

  	
   

  	
  2009

  	
   

  	
  2010

  	
   

  	
  2011

  	
   

  
	
  Maximum TN Porting Events

  	
   

  	
  127,394,000

  	
   

  	
  126,120,000

  	
   

  	
  124,859,000

  	
   

  	
  123,610,000

  	
   

  
	
  Threshold TN Porting Events

  	
   

  	
  100,000,000

  	
   

  	
  100,000,000

  	
   

  	
  100,000,000

  	
   

  	
  100,000,000

  	
   

  
	
  Annual Available Credit

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
														



 


(ii)                                  Calculate a fraction
(i.e., the Service Area’s pro-rated share of invoiced charges), the numerator
of which is the aggregate amount of invoiced charges for all Allocated Payors
in the Subscribing Customer’s Service Area for TN Porting Events during a
calendar year and the denominator of which is the aggregate amount of invoiced
charges for all Allocated Payors in all United States Service Areas for TN
Porting Events during the same calendar year.


 


(b)   Division Among Allocated
Payors Within the Service Area.  Each
Allocated Payor’s share of the Variable Credit Payment for each applicable
calendar year shall be applied in the same manner as the division, apportioning
and invoicing of Allocated Charges is determined under SOW11 and in accordance
with the Cost Recovery Order, by crediting the first invoice issued to such
Allocated Payor following the end of the applicable calendar year pursuant to
Section 6.6(c) under the Master Agreement by an amount equal to the Allocated
Payor’s share of the Variable Credit.  If
for any Allocated Payor the credit does not pay in full the Allocated Payor’s
share of Variable Credit Payment, then the remaining share of the Variable
Credit allocable to that Allocated Payor shall be applied to and utilized on
subsequent invoices in the amount of the lesser of (i) the full amount of the
remaining share of the Variable Credit Payment allocable to that Allocated
Payor or (ii) the full amount of all Charges for Services shown on such invoice
and allocable or chargeable to such Allocated Payor under the Master Agreement,
but not including charges allocable or chargeable pursuant to a Statement of
Work for Additional Services, until the share of the Variable Credit Payment
allocable to that Allocated Payor is fully credited and utilized.   Each invoice in which any portion of the
Allocated Payor’s share of a Variable Credit Payment for a particular calendar
year is first applied shall clearly identify the amount of the share of the
Variable Credit Payment allocable to the Allocated Payor which is applied on
the invoice, and any amount of the Allocated Payor’s share of the Variable
Credit Payment which is remaining after utilization on that invoice shall be
aggregated with and added to amounts of the Allocated Payor’s share of the
Fixed Credit Payment for 2003, the Fixed Credit


 


33





















 


	
  Amendment No.42-NPAM(NE)

  	
   

  	
  October 22,2003

  



Sow:       No


                _ Yes


 


Payment for 2004, and previous
calendar year Variable Credit Payments remaining for utilization on future
invoices, and such sum shall be clearly identified on such invoice and any
subsequent invoice(s) if the Allocated Payor’s share of a Variable Credit
Payment has not been fully utilized. 
Each Allocated Payor shall be provided by Contractor with access, at no
additional charge, to a secure, password-protected Web site which will provide
a report identifying the application and utilization of the Allocated Payor’s
share of each calendar year’s Variable Credit Payment.  Such report will be provided for a period of
twelve (12) months after the date of the invoice in which such credits were
last utilized.  Further, Contractor shall
consult with Customer prior to issuance of a form cover letter to accompany
those invoices to Allocated Payors commencing the first instance in which a
credit is applied for the applicable Variable Credit Payment.


 


(c)   Limitation on Annual
Available Credit.  Notwithstanding
anything herein to the contrary, in no event shall any amount of the Annual
Available Credit for any year set forth above be used in the computation under
Subparagraphs 7.1(a)(i) and (ii) above for any amount in a subsequent calendar
year.


 


7.2   Allocated
Charges


 


Allocated Charges shall have the meaning set forth in
SOW11 and shall be computed within each United States Service Area in
accordance with the Cost Recovery Order. 
Subject to the forgoing, the division, apportioning and invoicing of
payments among Allocated Payors shall be determined in the same manner as the
division, apportioning and invoicing of Allocated Charges is determined under
SOW11 and in accordance with the Cost Recovery Order. 


 


7.3   Variable
Credit Payments:  Miscellaneous


 


(a)   The division, apportioning,
application, utilization and invoicing of the Variable Credit Payments set
forth in this Article 7 are separate from the computation of any Reduced TN
Porting Price under Article 32 of the Master Agreement.  Further, the division, apportioning, application,
utilization and invoicing of the Variable Credit Payments do not and shall not
be construed as altering or amending the charges for TN Porting Events set
forth in Rate Card No. 1 or Rate Card No. 2. 



 


(b)   The computation of the
Variable Credit Payments, and the division, apportioning, application,
utilization and invoicing of the Variable Credit Payments shall be auditable
and included in determining “accuracy” of invoices for purposes of Element No.
7b of the Gateway Evaluation Process, as set forth in Article 32 of the Master
Agreement.  The Variable Credit Payments
provided in this Article 7 relate to and are applicable against all charges for
Services allocable to Allocated Payors, including, but not limited to TN
Porting Event charges, but do not relate to and are not applicable against
charges for Additional Services under Statements of Work under Article 13 of
the Master Agreement.   


 


(c)   Allocated Payors retain
their right of set-off against all charges for Services allocable to Allocated
Payors under the Master Agreement, including, but not limited to TN


 


34





















 


	
  Amendment No.42-NPAM(NE)

  	
   

  	
  October 22,2003

  



Sow:       No


                _ Yes


 


Porting Event charges, for
Contractor’s failure to properly and accurately compute and credit the Variable
Credit Payments as contemplated under this Article 7.


 


8.             GATEWAY EVALUATION
PROCESS


 


Contractor and Customer acknowledge and agree that the Gateway
Evaluation Process (GEP), as contemplated by Article 32 of the Master
Agreement, shall continue through the Initial Term (as defined in Article 4 of
this Amendment) and any extensions thereafter. 



 


9.             MISCELLANEOUS
IMPACTS ON MASTER AGREEMENT


 


9.1   Invoices


 


The first sentence of Section 6.6(c) (Invoicing of Monthly Charges for
Users; Monthly Summary of Charges) of the Master Agreement is hereby deleted
and replaced in its entirety by the following:


 


(c)           Invoicing of Monthly
Charges for Users; Monthly Summary of Charges. 
Promptly after the end of each Billing Cycle, Contractor shall prepare
and send to each User an invoice for the amount of its User Charges, plus such
User’s share of the Allocable Target Shortfall, if any, and less the sum of (i)
such User’s share of the Allocable Target Credit, if any, (ii) such User’s
share of any liquidated damages, if any, assessed against Contractor pursuant
to Article 16 hereof and (iii) any credits pursuant to an amendment under
Article 30 or SOW under Article 13.  


 


9.2   Allocated
Payor Definition


 


Article 1 of the Master Agreement is hereby amended by adding the
following definition for “Allocated Payors” as follows:


 


The term “Allocated Payors” means those entities that the Contractor is
entitled to invoice for Allocated Charges under the Cost Recovery Order.


 


9.3   Business
Hours


 


Article 1 of the Master Agreement is hereby amended by deleting and
replacing in its entirety the definition of “Normal Business Hours” as follows:


 


The term “Normal Business Hours” means 7:00 a.m. to 11 p.m. Central
Time during Business Days and 8:00 a.m. to 11 p.m. Central Time on Saturdays
and Sundays, excluding the same days excluded in the definition of “Business
Days”.


 


35





















 


	
  Amendment No.42-NPAM(NE)

  	
   

  	
  October 22,2003

  



Sow:       No


                _ Yes


 


9.4   Deletion
of One-year Renewal Term


 


(a)   Section 32.1 (Gateway Evaluation
Process Overview) under the Master Agreement, as amended by SOW25, is hereby
amended as follows.


 


(i)                                     The parenthetical “(a)”
in the second paragraph is hereby deleted.


 


(ii)                                  The phrase “and (b)
determining whether Contractor qualifies for an Automatic One-year Renewal Term
pursuant to Article 3 of this Agreement” in the second paragraph is hereby
deleted.  


 


(iii)                               The phrase “and the
qualification for the Automatic One-Year Renewal Term under Article 3” in the
fourth paragraph is hereby deleted.


 


(b)   Subparagraph (2)(B) (“Failure”)
of Section 32.6(f) (GEP Element No. 5: Root Cause Analysis and Reporting
Satisfaction) under the Master Agreement, as amended by SOW25, is hereby
amended as follows.


 


(i)                                     The phrase “and
for purposes of determining qualification for the Automatic One-Year Renewal
Term” is hereby deleted.


 


(c)   Subparagraph (2)(B) (“Failure”)
of Section 32.6(g) (GEP Element No. 6: Problem Escalation Satisfaction)
under the Master Agreement, as amended by SOW25, is hereby amended as follows.


 


(i)                                     The phrase “and
for purposes of determining qualification for the Automatic One-Year Renewal
Term” is hereby deleted.


 


9.5   Inapplicability
of Article 29


 


Article 29 of the Master Agreement shall not apply with respect to the
execution and delivery of this Amendment.  


 


9.6   Impacts
on Master Agreement


 


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


 


	
  

  	
   

  	
  Master
  Agreement

  
	
  None

  	
   

  	
  Exhibit B
  Functional Requirements Specification

  
	
  None

  	
   

  	
  Exhibit C
  Interoperable Interface Specification

  
	
  

  	
   

  	
  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

  



 


36





















 


	
  Amendment No.42-NPAM(NE)

  	
   

  	
  October 22,2003

  



Sow:       No


                _ Yes


 


	
  None

  	
   

  	
  Exhibit J
  User Agreement Form

  
	
  None

  	
   

  	
  Exhibit K
  External Design

  
	
  None

  	
   

  	
  Exhibit L
  Infrastructure/Hardware

  
	
  None

  	
   

  	
  Exhibit N
  System Performance Plan for NPAC/SMS Services

  
	
  None

  	
   

  	
  Disaster
  Recovery

  
	
  None

  	
   

  	
  Back-up Plans

  
	
  

  	
   

  	
  Article 32
  of Master Agreement (Gateway Evaluation Process)

  



 


10.          MISCELLANEOUS


 


(a)   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 Amendment 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 Amendment 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 Amendment Effective Date, Amendment 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 Amendment nor any other instrument shall join or merge any
Master Agreement with any other, except by the express written agreement of the
Parties thereto.


 


(b)   If any provision of this
Amendment is held invalid or unenforceable the remaining provision of this
Amendment shall become null and void and be of no further force or effect.  If by rule, regulation, order, opinion or
decision of the Federal Communications Commission or any other regulatory body
having jurisdiction or delegated authority with respect to the subject matter
of this Amendment or the Master Agreement, this Amendment is required to be
rescinded or is declared ineffective or void in whole or in part, whether
temporarily, permanently or ab initio (an “Ineffectiveness Determination”),
immediately upon such Ineffectiveness Determination and without any requirement
on any party to appeal, protest or otherwise seek clarification of such
Ineffectiveness Determination, this Amendment shall be rescinded and of no
further force or effect retroactively to the Amendment Effective Date.  Consequently, the Master Agreement in effect
immediately prior to the Amendment Effective Date shall continue in full force
and effect in accordance with its terms, unchanged or modified in any way by
this Amendment.  In the event of an
Ineffectiveness Determination, any amounts that would have otherwise been due
and payable under the terms and conditions of the Master Agreement, in effect
immediately prior to the Amendment Effective Date (including, but not limited
to any


 


37





















 


	
  Amendment No.42-NPAM(NE)

  	
   

  	
  October 22,2003

  



Sow:       No


                _ Yes


 


adjustments necessary to
retroactively re-price TN Porting Events under Schedule E from the Amendment
Effective Date through the date of the Ineffectiveness Determination, or other
amounts or credits, to any party hereunder), shall be invoiced by Contractor at
the earliest practical billing cycle in accordance with the Master Agreement
and shall be due and payable in accordance with the applicable invoice
therewith or shall be credited or applied for the benefit of the Customer or
any Allocated Payor in accordance with the Master Agreement.


 


(c)   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.


 


(d)   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 Amendment, as modified
from time to time.  


 


(e)   This Amendment 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.


 


(f)    This Amendment 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 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]


 


38





















 


	
  Amendment No.42-NPAM(NE)

  	
   

  	
  October 22,2003

  



Sow:       No


                _ Yes


 


IN WITNESS WHEREOF, the undersigned have executed this Amendment:


 


CONTRACTOR:   NeuStar, Inc.


 


	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  
				



 


 


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


 


	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  



 


39





















 


	
  Amendment No.42-NPAM(NE)

  	
   

  	
  October 22,2003

  



Sow:       No


                _ Yes


 


ATTACHMENT 1


 


TO


 


AMENDMENT NO. 42-NAPM (NE)


 


Amended
and Restated Exhibit E (Pricing Schedules)


 


40





















 


	
  Amendment No.42-NPAM(NE)

  	
   

  	
  October 22,2003

  



Sow:       No


                _ Yes


 


EXHIBIT E - PRICING SCHEDULES


 


The following schedules set forth the prices at which Contractor will
be compensated for rendering the Services under the Agreement.  A general description of these charges and
the methods of billing therefor are set forth in Section 6 of the
Agreement.  See Agreement for other
applicable charges.


 


Schedule
1


Service Element Fees/Unit Pricing


 


	
  Category

  	
   

  	
  Service Element

  	
   

  	
  Unit

  	
   

  	
  Price

  	
   

  
	
  [* * *]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [* * *]

  	
   

  	
  [* * *]

  	
   

  	
  $[* * *]

  	
   

  
	
   

  	
   

  	
  [* * *](1)

  	
   

  	
  [* * *]

  	
   

  	
  $[* * *]

  	
   

  
	
   

  	
   

  	
  [* * *](2)

  	
   

  	
  [* * *]

  	
   

  	
  $[* * *]

  	
   

  
	
   

  	
   

  	
  [* * *]

  	
   

  	
  [* * *]

  	
   

  	
  $[* * *]

  	
   

  
	
   

  	
   

  	
  [* * *]

  	
   

  	
  [* * *]

  	
   

  	
  $[* * *]

  	
   

  
	
  [* * *]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [* * *](3)

  	
   

  	
  [* * *]

  	
   

  	
  $[* * *]

  	
   

  
	
   

  	
   

  	
  [* * *](3)

  	
   

  	
  [* * *]

  	
   

  	
  - $[* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  - $[* * *]

  	
   

  



 










(1) Monthly port charges
[* * *] The specific cost elements include


(2) See Note 1 above.  


(3) [* * *]


 


41





















 


	
  Amendment No.42-NPAM(NE)

  	
   

  	
  October 22,2003

  



Sow:       No


                _ Yes


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [* * *](4)

  	
   

  	
  [* * *]

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
  [* * *]

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
  [* * *]

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
  [* * *](5)

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
  [* * *]

  	
   

  	
  [* * *]

  	
   

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
  [* * *]

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
  [* * *]

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  



 










(4) [* * *]


(5) [* * *]


 


42





















 


	
  Amendment No.42-NPAM(NE)

  	
   

  	
  October 22,2003

  



Sow:       No


                _ Yes


 


	
  [* * *]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [* * *](6)

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
  [* * *](7)

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  



 


Billable NPAC User Support Manual Request
Table


 


	
  Category

  	
   

  	
  Description of Request

  
	
  Create SV

  	
   

  	
  New SP asks
  Help Desk to issue new SP Create, for single TN or range of TNs

  
	
  Create SV

  	
   

  	
  Old SP asks
  Help Desk to issue old SP Create, for single TN or range of TNs

  
	
  Prevent SV
  Activation

  	
   

  	
  Old SP asks
  Help Desk to change concur flag to “false” on pending SV (or SVs, for range
  of TNs)

  
	
  Activate SV

  	
   

  	
  New SP asks
  Help Desk to activate a pending SV for a single TN (or SVs, for a range of
  TNs)

  
	
  Remove
  Prevention of SV

  Activation

  	
   

  	
  Old SP (or
  New SP, after due date or t2 timer’s expiration) asks Help Desk to change
  concur flag to “true” on pending SV (or SVs, for range of TNs)

  
	
  Modify
  Pending SV

  	
   

  	
  New SP asks
  Help Desk to modify single SV (or SVs, for a range of TNs)

  
	
  Disconnect
  TN

  	
   

  	
  Current SP
  asks Help Desk to issue disconnect for TN (or range of TNs)

  
	
  Cancel
  Pending SV

  	
   

  	
  Old SP or
  New SP asks Help Desk to issue its cancel for pending SV (or SVs, for range
  of TNs)

  
	
  Look Up SV

  	
   

  	
  SP asks Help
  Desk to look up active SV for a TN (or SVs for range of TNs)

  
	
  Modify
  Active SV

  	
   

  	
  Current SP
  asks Help Desk to modify single active SV

  
	
  Audit SV

  	
   

  	
  SP asks Help
  Desk to issue audit request for a TN, or range of TNs, with SV(s) in active
  state

  
	
  Look Up
  Network Data

  	
   

  	
  SP asks Help
  Desk to look up NPA-NXX, NPA-NXX ID, LRN, or LRN ID to determine associated
  SPID and/or ID

  
	
  Change
  Network Data

  	
   

  	
  SP asks Help
  Desk to add to or to delete from the NPAC’s network data an NPA-NXX(s) or
  LRN(s). Requests to delete these data can be accommodated only if the SP
  making the request is the SP that originally entered the data. This
  limitation does not apply in the case where the SP asks Help Desk to delete
  an NPA-NXX (but not an LRN) where the NPA is not associated with the NPAC
  Service Area in which the NPA-NXX is open.

  
	
  Change GUI
  Password

  	
   

  	
  SP asks Help
  Desk to change its GUI Password

  
	
  Re-enter GUI
  Logon

  	
   

  	
  SP asks Help
  Desk to re-enter its GUI Logon which SP has allowed to expire

  



 










(6) The one-time Log-on [*
* *]


(7) The Mechanized
Interface [* * *]


 


43





















 


	
  Amendment No.42-NPAM(NE)

  	
   

  	
  October 22,2003

  



Sow:       No


                _ Yes


 


Schedule 2


Training Charges


 




	
  Service Element

  	
   

  	
  Unit

  	
   

  	
  Cost Per Participant

  	
   

  
	
  [* * *](8)

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]  

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *](9)

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  $

  	
  [* * *]

  	
   

  






 


 


Schedule 3


Interoperability Testing


 


	
  Category & Service Element

  	
   

  	
  Unit

  	
   

  	
  Price

  	
   

  
	
  [* * *]

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [* * *]

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
   

  	
   

  	
   

  	
   

  



 










(8) [ * *  *]


(9) [* * * ]


 


44





















 


	
  Amendment No.42-NPAM(NE)

  	
   

  	
  October 22,2003

  



Sow:       No


                _ Yes


 


Schedule 4


 


Schedule of Representative Hourly Labor
Charges

Applicable to Statements of Work

For Contract Years 1 Through End


 


	
  Labor Category

  	
   

  	
  Year 1

  	
   

  	
  Year 2

  	
   

  	
  Year 3

  	
   

  	
  Year 4

  	
   

  	
  Year 5*

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
																				



 










*Amounts after Year 5 for each Labor Category
shall be increased by 5% annually from the prior year.


 


Schedule 5


 


Schedule of Target Amounts


 


	
  Target Options

  	
   

  	
  Monthly

  Targets for 

  Nov/Dec

  1997(2)  

  	
   

  	
  Monthly

  Targets for

  1Q 1998 (2)

  	
   

  	
  Monthly

  Targets for

  2Q 1998

  through 4Q

  2001 (2)

  	
   

  	
  Monthly

  Targets for 1Q

  2002 through

  2Q 2002 (2)

  	
   

  	
  Monthly

  Target for

  July

  2002

  	
   

  	
  Total Contract

  Targets

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  



 










Notes:


(2)          The target schedule depends on the service
term selected by the Customer.  If the
service term begins on 10/1/97, then Option A applies.  Likewise, if the service term begins on
1/1/98, then Option B applies.


(2)          The targets are listed in monthly amounts for
each of the respective calendar periods outlined above.  The targets are calculated and applied on a
monthly basis as described in Section 6.6 of the Agreement.


 


45





















 


	
  Amendment No.42-NPAM(NE)

  	
   

  	
  October 22,2003

  



Sow:       No


                _ Yes


 


Schedule 6


 


Sample Annual Target and Allocable Target Shortfall/Credit Calculation


 


The following is an example of
how Allocable Target Shortfalls and Allocable Targets are determined in
connection


with the Quarterly
Targets.  A description of the
methodology (including defined terms used below) is set forth in


Section 6.6 of the Agreement.


 


	
   

  	
   

  	
  Jan-98

  	
   

  	
  Feb-98

  	
   

  	
  Mar-98

  	
   

  
	
  [* * *]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [* * *]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [* * *]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [* * *]

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [* * *] *

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *] *

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  * [* * *]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


46





















 


	
  Amendment No.43-NPAM(NE)

  	
   

  	
  December 3,2003

  



Sow:       No


                _ Yes


 





 


AMENDMENT

OF

AGREEMENT FOR NUMBER PORTABILITY ADMINISTRATION CENTER / 

SERVICE MANAGEMENT SYSTEM


 


47





















 


	
  Amendment No.43-NPAM(NE)

  	
   

  	
  December 3,2003

  



Sow:       No


                _ Yes


 


AMENDMENT

OF

AGREEMENT FOR NUMBER PORTABILITY
ADMINISTRATION

CENTER/SERVICE MANAGEMENT SYSTEM


 


1.              PARTIES 


 


This amendment (this “Amendment”) is entered into pursuant to Article
30 of, and upon execution shall be a part of, the Agreement for Number
Portability Administration Center/Service Management System, as amended and in
effect immediately prior to the Amendment Effective Date (the “Master Agreement”),
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 Northeast
Carrier Acquisition Company, LLC ( the “Subscribing Customer”).  


 


2.              EFFECTIVENESS AND
DEFINED TERMS


 


This Amendment shall be
effective as of the 3rd day of December, 2003 (the “Amendment
Effective Date”), conditioned upon execution by Contractor and Customer of this
Amendment and six other separate amendments, in substantially the form of this
Amendment, applicable to the other six (6) Service Areas for the United States
(collectively, the “United States Service Areas”), whereby the Customer is the
successor in interest to and acting on behalf of each of the respective other
six subscribing customers named in each such amendment.  


The number in the upper
left-hand corner refers to this Amendment. 
Capitalized terms used herein without definition or which do not
specifically reference another agreement shall have the meanings as defined in
the Master Agreement, including Amendment No. 42, effective October 22, 2003 (“Amendment
No. 42”).  The term “Allocated Payor”
shall have the same meaning set forth in Article 1 of the Master Agreement, as amended
by Section 9.2 of Amendment No. 42 i.e., any of the entities that the
Contractor is entitled to invoice for Allocated Charges under the FCC’s Matter
of Telephone Number Portability, Third Report and Order, CC Docket 95-116, RM
8535, FCC 98-82, as it may subsequently be revised or amended (the “Cost
Recovery Order”).


 


3.              CONSIDERATION
RECITAL


 


In consideration of the terms
and conditions set forth in this Amendment, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Contractor and Customer agree as set forth in this Amendment. The modifications
and amendments made herein were negotiated together, and each is made in
consideration of all of the other terms and conditions herein. All such modifications
and amendments are interrelated and are dependent on each other. No separate,
additional or different consideration is contemplated with respect to the
modifications and amendments herein. 
Notwithstanding the foregoing or anything else in this Amendment,
neither Contractor nor Customer makes any representations with respect to


 


48





















 


	
  Amendment No.43-NPAM(NE)

  	
   

  	
  December 3,2003

  



Sow:       No


                _ Yes


 


expected TN Porting Event
volumes in the United States Services Areas, cumulatively or, individually, in
any United States Service Areas, and does not guarantee or otherwise ensure any
TN Porting Event volumes.


 


4.             RATIFICATION OF
REMAINING PROVISIONS OF AMENDMENT NO. 42 


 


As set forth in Article 5 of
this Amendment, Article 6 and Article 7 of Amendment No. 42 are deleted in
their entirety, and therefore, Customer and Contractor agree that the remaining
provisions of Amendment No. 42 remain in full force and effect, and Customer
and Contractor hereby ratify and reaffirm Amendment No. 42, as amended herein.


 


5.             DELETION OF ARTICLE
6 AND ARTICLE 7 OF AMENDMENT NO. 42


 


5.1                                 Deletion of Article
6: Fixed Credit Payments.  


 


Article 6 (Fixed Credit Payments) of Amendment No. 42 is hereby deleted
in its entirety.


 


5.2                                 Deletion of Article
7: Variable Credit Payments.


 


Article 7 (Variable Credit Payments) of Amendment No. 42 is hereby
deleted in its entirety.


 


6.                                      CREDIT PAYMENTS FOR 2003 AND 2004


 


The Master Agreement is hereby amended as of the Amendment Effective
Date by the addition of Article 33, which will read in it entirety as follows:


 


ARTICLE 33 – CREDIT PAYMENTS FOR 2003 AND 2004


 


33.1         Overview.  


 


(a)           Credit
Payments for 2003.  Commencing with
the invoices issued to Allocated Payors in the Service Area pursuant to Section
6.6(c) of this Agreement in January, 2004, Contractor agrees in accordance with
the provisions of this Article 33 to issue and apply as a credit a portion of
the following to each Allocated Payor in the Service Area: (1) the Fixed Credit
Payment for 2003; (2) Fixed Credit Payment Interest for 2003; (3) the Variable
Credit Payment for 2003; and (4) the Variable Credit Payment Interest for 2003.


 


(b)           Credit
Payments for 2004.  Commencing with
the invoices issued to Allocated Payors in the Service Area pursuant to Section
6.6(c) of this Agreement in January, 2005, Contractor agrees in accordance with
the provisions of this Article 33 to issue and apply as a credit a portion of
the following to each Allocated Payor in the Service Area: (1) the Fixed Credit


 


49





















 


	
  Amendment No.43-NPAM(NE)

  	
   

  	
  December 3,2003

  



Sow:       No


                _ Yes


 


Payment for 2004; (2) Fixed Credit Payment Interest for 2004; (3) the
Credit Payment for 2004; and (4) the Credit Payment Interest for 2004.


 


(c)           Nomenclature.  For the purposes of making installment
payments to Allocated Payors under this Article 33, the term “issue” and its
derivatives shall refer to the availability of a particular share or portion of
an installment of a credit or interest payment hereunder on an invoice for
application against charges set forth in an invoice, and the term “apply” and
its derivatives shall refer to the reduction of charges set forth in an
invoice, except for charges allocable or chargeable pursuant to a Statement of
Work for Additional Services, by the share or portion of such issued credits or
interest installment payments set forth in such invoice.


 


33.2                           Fixed Credit Payment,
Fixed Credit Installment and Fixed Credit Installment Interest


 


(a)           Fixed Credit
Payment for 2003. For calendar year 2003, Contractor shall make an
aggregate payment in the amount of [* * *] Dollars $[* * *]
to all Allocated Payors in the Subscribing Customer’s Service Area (the “Fixed
Credit Payment for 2003”).  The Fixed
Credit Payment for 2003 reflects a price reduction for TN Porting Event volumes
already achieved in calendar year 2003, and Allocated Payors shall not be
entitled to any further reductions to TN Porting Event charges as a result of
this Section 33.2(a).  Contractor shall
make the Fixed Credit Payment for 2003 by issuing and applying 12 equal credit
installments in accordance with Section 33.2(e) of this Agreement to Allocated
Payors in calendar year 2004, commencing with the invoices issued to Allocated
Payors in the Service Area pursuant to Section 6.6(c) of this Agreement in
January, 2004 (i.e., for the Billing Cycle ending December 31, 2003).  The aggregate amount of each of the 12 equal
credit installments of the Fixed Credit Payment for 2003 to be issued and
applied for the benefit of all Allocated Payors in the Service Area shall equal
[* * *] Dollars $[* * *] (each such equal credit
installment referred to as a “Fixed Credit Installment for 2003”).  


 


(b)           Fixed Credit
Installment Interest for 2003. Commencing with the invoices issued to
Allocated Payors in the Service Area pursuant to Section 6.6(c) of this
Agreement in February, 2004 (i.e., for the Billing Cycle ending January 31,
2004) and concluding in January 2005 (i.e., for the Billing Cycle ending
December 31, 2004), upon the issuance of the last Fixed Credit Installment for
2003, in accordance with Section 33.2(e) of this Agreement below, Contractor
shall pay an additional credit in each monthly invoice to each Allocated Payor
in the Service Area by issuing a credit calculated each month equal to the
product of an interest rate (set forth below) and the balance of the Fixed
Credit Installments for 2003 not yet issued in the invoices of such Allocated
Payors issued in calendar year 2004 (such interest amount referred to as the “Fixed
Credit Installment Interest for 2003”). 
The amount of the Fixed Credit Installment Interest for 2003 shall be
computed from January 1, 2004, based upon the actual number of days in


 


50





















 


	
  Amendment No.43-NPAM(NE)

  	
   

  	
  December 3,2003

  



Sow:       No


                _ Yes


 


each month, shall be compounded
daily and shall utilize the average after-tax interest rate on deposits that
was actually obtained by Contractor from its principal bank (that is, the bank
having the greatest outstanding balance of cash deposits) on cash deposits
during the month preceding the invoice on which the Fixed Credit Installment
Interest for 2003 appears.  For the
avoidance of doubt, the forgoing interest calculation shall not apply to any portion
of the Fixed Credit Installment for 2003 that is issued in invoices but not yet
applied against payments due.


 


(c)           Fixed Credit
Payment for 2004. For calendar year 2004, Contractor shall make an
aggregate payment in the amount of [* * *] Dollars $[* * *]
to all Allocated Payors in the Subscribing Customer’s Service Area (the “Fixed
Credit Payment for 2004”).  The Fixed
Credit Payment for 2004 reflects a price reduction for TN Porting Event volumes
expected in calendar year 2004, and Allocated Payors shall not be entitled to
any further reductions to TN Porting Event charges as a result of this Section
33.2(c). Contractor shall make the Fixed Credit Payment for 2004 by issuing and
applying 12 equal credit installments in accordance with Section 33.2(e) of
this Agreement to Allocated Payors in calendar year 2005, commencing with the
invoices issued to Allocated Payors in the Service Area pursuant to Section
6.6(c) of this Agreement in January, 2005 (i.e., for the Billing Cycle ending
December 31, 2004).  The aggregate amount
of each of the 12 equal credit installments of the Fixed Credit Payment for
2004 to be issued and applied for the benefit of all Allocated Payors in the
Service Area shall equal [* * *]$[* * *] (each such equal
credit installment, referred to as a “Fixed Credit Installment for 2004”).  


 


(d)           Fixed Credit
Installment Interest for 2004. Commencing with the invoices issued to
Allocated Payors in the Service Area pursuant to Section 6.6(c) of this
Agreement in February, 2005 (i.e., for the Billing Cycle ending January 31,
2005) and concluding in January, 2006 (i.e., for the Billing Cycle ending
December 31, 2005), upon the issuance of the last Fixed Credit Installment for
2004, in accordance with Section 33.2(e) of this Agreement below, Contractor
shall pay an additional credit in each monthly invoice to each Allocated Payor
in the Service Area by issuing a credit calculated each month equal to the
product of an interest rate (set forth below) and the balance of the Fixed
Credit Installments for 2004 not yet issued in the invoices of such Allocated
Payors issued in calendar year 2005 (such interest amount referred to as the “Fixed
Credit Installment Interest for 2004”). 
The amount of the Fixed Credit Installment Interest for 2004 shall be
computed from January 1, 2005 based upon the actual number of days in each
month, shall be compounded daily and shall utilize the average after-tax
interest rate on deposits that was actually obtained by Contractor from its
principal bank (that is, the bank having the greatest outstanding balance of
cash deposits) on cash deposits during the month preceding the invoice on which
the Fixed Credit Payment Interest for 2004 appears. For the avoidance of doubt,
the forgoing interest calculation shall not apply to any portion of the Fixed
Credit Installment for 2004 that is issued in invoices but not yet applied
against payments due. 


 


51


















 


	
  Amendment No.43-NPAM(NE)

  	
   

  	
  December
  3,2003

  



Sow:       No


                _ Yes


 


(e)                                  Division,
Application and Invoicing Among Allocated Payors in Service Area


 


(1)                                  Division
Among Allocated Payors Within the Service Area.  Each Allocated Payor’s share of each Fixed
Credit Installment for 2003, Fixed Credit Installment Interest for 2003, Fixed
Credit Installment for 2004, and Fixed Credit Installment Interest for 2004
shall be issued in the same manner as the division, apportioning and invoicing
of Allocated Charges is determined under SOW11 and in accordance with the Cost
Recovery Order, pursuant to Section 6.6(c) of this Agreement, and shall be
applied as a reduction against all charges for Services shown on such invoice
and allocable or chargeable to such Allocated Payor under the Master Agreement,
but not including charges allocable or chargeable pursuant to a Statement of
Work for Additional Services.  If for any
Allocated Payor such credit actually applied on that invoice does not apply in
full such Allocated Payor’s share of the Fixed Credit Installment for 2003,
Fixed Credit Installment Interest for 2003, Fixed Credit Installment for 2004,
or Fixed Credit Installment Interest for 2004, as the case may be, then the
remaining share of such unapplied credit allocable to that Allocated Payor
shall be applied again on the next monthly invoice, and any subsequent invoices
as necessary, of such Allocated Payor in the amount of the lesser of (i) the
full amount of the remaining unapplied amount of the Fixed Credit Installment
for 2003, Fixed Credit Installment Interest for 2003, Fixed Credit Installment
for 2004, or Fixed Credit Installment Interest for 2004, as the case may be,
allocable to that Allocated Payor or (ii) the full amount of all charges for
Services shown on such invoice and allocable or chargeable to such Allocated
Payor under the Master Agreement, but not including charges allocable or
chargeable pursuant to a Statement of Work for Additional Services, until the
share of the Fixed Credit Installment for 2003, Fixed Credit Installment
Interest for 2003, Fixed Credit Installment for 2004, or Fixed Credit
Installment Interest for 2004, as the case may be, allocable to that Allocated
Payor is fully applied.


 


(2)                                  Invoices.  The invoices in which each Allocated Payor’s
share of the Fixed Credit Installment for 2003 and of the Fixed Credit
Installment for 2004, respectively, as the case may be, are first issued shall
clearly identify the amount of both the share of the Fixed Credit Payment for
2003 and of the Fixed Credit Installment for 2003, and the Fixed Credit Payment
for 2004 and the Fixed Credit Installment for 2004, respectively, as the case
may be, allocable to the Allocated Payor which is issued and applied on the
invoice.  Likewise, the invoices in which
each Allocated Payor’s share of the Fixed Credit Installment Interest for 2003
and of the Fixed Credit Installment Interest for 2004, respectively, as the
case may be, are first issued shall clearly identify the amount of both the
share of the Fixed Credit Installment Interest for 2003 and of the Fixed Credit
Installment Interest for 2004, respectively, as the case may be, allocable to
the Allocated Payor which is issued and applied on the invoice.  Any amount of 


 


52





















 


	
  Amendment No.43-NPAM(NE)

  	
   

  	
  December
  3,2003

  



Sow:       No


                _ Yes


 


such Allocated Payor’s
share of any of the credits referenced in this Section 33.2(e)(2) that remains
after application on that invoice shall be aggregated with and added to amounts
of the Allocated Payor’s share of such credits remaining for application on
future invoices.  Any such amounts of
such credits actually applied on subsequent invoices shall be clearly
identified on such invoice and any subsequent invoices.


 


(3)                                  Invoice
Explanation and Records.  Each
Allocated Payor shall be provided by Contractor with access, at no additional
charge, to a secure, password-protected Web site that will provide a report
identifying the issuance and application of the Allocated Payor’s share of each
Fixed Credit Installment for 2003, Fixed Credit Installment Interest for 2003,
Fixed Credit Installment for 2004, and Fixed Credit Installment Interest for
2004.  Such report will be provided for a
period of twelve (12) months after the date of the invoice in which such
credits were last applied.  Further,
Contractor shall consult with Customer prior to issuance of a form cover letter
to accompany those invoices to Allocated Payors for the issuance and
application of each Fixed Credit Installment for 2003, Fixed Credit Installment
Interest for 2003, Fixed Credit Installment for 2004, and Fixed Credit
Installment Interest for 2004.  After
consultation with Customer, Contractor shall issue in December, 2003 a letter
to all Allocated Payors in the Service Area describing the nature, calculation
and expected payment of the Fixed Credit Payment for 2003 (pursuant to the
Fixed Credit Payment Installments for 2003), the Fixed Credit Payment for 2004
(pursuant to the Fixed Credit Payment Installments for 2004), the Fixed Credit
Installment Interest for 2003, the Fixed Credit Installment Interest for 2004,
the Variable Credit Payments for 2003 and 2004 (pursuant to the Variable Credit
Installments), the Variable Credit Installment Interest for 2003 and 2004, the
Annual Volume Dependent TN Porting Event Price Reductions (as those terms are
defined herein), the new charges for TN Porting Events (“Rate Card 2”), as set
forth in Article 5 of Amendment No. 42, and identifying the contact personnel
in the Contractor’s billing department to whom inquiries may be directed
concerning the foregoing.


 


(f)                                    Miscellaneous.


 


(1)                                  Separate
from Reduced TN Porting Event Charge or Rate Cards.  The computation, division, apportioning,
issuance, application, and invoicing of the Fixed Credit Payment Credit for
2003 (pursuant to the Fixed Payment Credit Installments for 2003), the Fixed
Credit Installment Interest for 2003, the Fixed Credit Payment for 2004
(pursuant to the Fixed Payment Credit Installment for 2004) and the Fixed
Credit Installment Interest for 2004 among Allocated Payors as set forth in
this Section 33.2 are separate from the computation of any Reduced TN Porting
Price under Article 32 of this Agreement. 
Further, the computation, division, apportioning, issuance, application,
and invoicing of the Fixed Credit Payment Credit for 2003 (pursuant 


 


53





















 


	
  Amendment No.43-NPAM(NE)

  	
   

  	
  December
  3,2003

  



Sow:       No


                _ Yes


 


to the Fixed Payment
Credit Installments for 2003), the Fixed Credit Installment Interest for 2003,
the Fixed Credit Payment for 2004 (pursuant to the Fixed Payment Credit
Installment for 2004) and the Fixed Credit Installment Interest for 2004 do not
and shall not be construed as altering or amending the charges for TN Porting
Events set forth in Rate Card No. 1 or Rate Card No. 2.


 


(2)                                  Application
of Gateway Evaluation Process.  The
computation, division, apportioning, issuance, application, and invoicing of
the Fixed Credit Payment Credit for 2003 (pursuant to the Fixed Payment Credit
Installments for 2003), the Fixed Credit Installment Interest for 2003, the
Fixed Credit Payment for 2004 (pursuant to the Fixed Payment Credit Installment
for 2004) and the Fixed Credit Installment Interest for 2004 among Allocated
Payors as set forth in this Section 33.2, shall be auditable and included in
determining “accuracy” of invoices for purposes of Element No. 7b of the
Gateway Evaluation Process, as set forth in Article 32 of this Agreement. The
Fixed Credit Payment Credit for 2003 (pursuant to the Fixed Payment Credit
Installments for 2003), the Fixed Credit Installment Interest for 2003, the
Fixed Credit Payment for 2004 (pursuant to the Fixed Payment Credit Installment
for 2004) and the Fixed Credit Installment Interest for 2004 provided in this
Section 33.2 relate to and are applicable against all charges for Services
allocable to Allocated Payors, including, but not limited to TN Porting Event
charges, but do not relate to and are not applicable against charges for
Additional Services under Statements of Work under Article 13 of the Master
Agreement.


 


(3)
Preservation of Rights of Setoff.  Allocated Payors retain their right of
set-off against all charges for Services allocable to Allocated Payors under
the Master Agreement, including, but not limited to TN Porting Event charges,
for Contractor’s failure to properly and accurately compute and credit the
Fixed Credit Payment Credit for 2003 (pursuant to the Fixed Payment Credit
Installments for 2003), the Fixed Credit Installment Interest for 2003, the
Fixed Credit Payment for 2004 (pursuant to the Fixed Payment Credit Installment
for 2004) and the Fixed Credit Installment Interest for 2004, all as
contemplated under this Section 33.2.


 


33.3                           Variable
Credit Payment, Variable Credit Installment and Variable Credit Installment
Interest.


 


(a)                                  Computation
of Variable Credit Payment and Variable Credit Installment.


 


(1)                                  Variable
Credit Payment and Variable Credit Installment for Entire Service Area.  For each of calendar years 2003 and 2004,
Contractor shall make an aggregate payment (the “Variable Credit Payment”) to
all Allocated Payors in the Service Area of the Subscribing Customer, equal to
the product of the amounts calculated in subparagraphs (i) and 


 


54





















 


	
  Amendment No.43-NPAM(NE)

  	
   

  	
  December
  3,2003

  



Sow:       No


                _ Yes


 


(ii) below. The Variable
Credit Payment for 2003 reflects a price reduction for TN Porting Events
volumes already achieved in calendar year 2003, the Variable Credit Payment for
2004 reflects a price reduction for TN Porting Events volumes expected in
calendar year 2004, and Allocated Payors shall not be entitled to any further
reductions to TN Porting Event charges as a result of this Section
33.3(a)(1).   Contractor shall make the
Variable Credit Payment by issuing and applying 12 equal credit installments in
accordance with Section 33.2(e) of this Agreement to Allocated Payors in the
immediately following calendar year, commencing with the invoices issued to
Allocated Payors in the Service Area pursuant to Section 6.6(c) of this
Agreement in February of such immediately following calendar year (i.e., the
invoice for the Billing Cycle ending January 31 of the applicable calendar
year).  Each such equal credit
installment of the applicable calendar year’s Variable Credit Payment shall be
referred to as a “Variable Credit Installment” for such applicable calendar
year.  .


 


(i)
Calculate the following (i.e., the earned portion of the Annual Available
Credit dollars for all United States Services Areas):


 


[(A – C) / (B – C)] * D


 


Where,
as identified in the table below:


A =
Actual number of aggregate TN Porting Events in all of the United States
Service Areas, up to a maximum not to exceed the amount for Maximum TN Porting
Events below in “B”.


B =
Maximum TN Porting Events in the aggregate for all United States Service Areas


C=
Threshold TN Porting Events in the aggregate for all United States Service
Areas


D =
Annual Maximum Available Credit dollars for all United States Service Areas


 


For the avoidance of
doubt, the “Annual Maximum Available Credit” is the maximum possible amount of
the Variable Credit Payment available in the aggregate for computation
hereunder for all United States Service Areas for each applicable calendar
year.


 




	
  AGGREGATE FOR ALL UNITED

  STATES SERVICE AREAS

  	
   

  	
  2003

  	
   

  	
  2004

  	
   

  
	
  Maximum TN Porting Events (“B”)

  	
   

  	
  64,032,000

  	
   

  	
  122,887,000

  	
   

  
	
  Threshold TN Porting Events (“C”)

  	
   

  	
  60,000,000

  	
   

  	
  100,000,000

  	
   

  
	
  Annual Maximum Available Credit (“D”)

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
								






 


55





















 


	
  Amendment No.43-NPAM(NE)

  	
   

  	
  December
  3,2003

  



Sow:       No


                _ Yes


 


(ii)
Calculate a fraction (i.e., the Service Area’s pro-rated share of invoiced
charges), the numerator of which is the aggregate amount of invoiced charges
for all Allocated Payors in the Subscribing Customer’s Service Area for TN
Porting Events during a calendar year and the denominator of which is the
aggregate amount of invoiced charges for all Allocated Payors in all United
States Service Areas for TN Porting Events during the same calendar year.


 


(2)                                  Variable
Credit Installment Interest for 2003. 
Commencing with the invoices issued to Allocated Payors in the Service
Area pursuant to Section 6.6(c) of this Agreement in February, 2004 (i.e., the
Billing Cycle ending January 31, 2004) and concluding in January 2005 (i.e.,
the Billing Cycle ending December 31, 2004), upon the issuance of the last
Variable Payment Credit Installment for 2003, in accordance with Section
33.3(e) of this Agreement below, Contractor shall pay an additional credit in
each monthly invoice to each Allocated Payor in the Service Area by issuing a
credit calculated each month equal to the product of an interest rate (set
forth below) and the balance of the Variable Credit Installments for 2003 not
yet issued in the invoices of such Allocated Payors issued in calendar year
2004 (such interest amount referred to as the “Variable Credit Installment
Interest” for 2003).  The amount of the
Variable Credit Installment Interest for 2003 shall be computed from January 1,
2004, based upon the actual number of days in each month, shall be compounded
daily and shall utilize the average after-tax interest rate on deposits that
was actually obtained by Contractor from its principal bank (that is, the bank having
the greatest outstanding balance of cash deposits) on cash deposits during the
month preceding the invoice on which the Variable Credit Installment Interest
for 2003 appears.  For the avoidance of
doubt, the forgoing interest calculation shall not apply to any portion of the
Variable Credit Payment for 2003 that is issued in invoices but not yet applied
against payments due.


 


(3)                                  Variable
Credit Installment Interest for 2004. Commencing with the invoices issued
to Allocated Payors in the Service Area pursuant to Section 6.6(c) of this
Agreement in February, 2005 (i.e., the Billing Cycle ending January 31, 2005)
and concluding in January, 2006 (i.e., Billing Cycle ending December 31, 2005),
upon the issuance of the last Variable Payment Credit for 2004, in accordance
with Section 33.3(e) of this Agreement below, Contractor shall pay an
additional credit in each monthly invoice to each Allocated Payor in the
Service Area by issuing a credit calculated each month equal to the product of
an interest rate (set forth below) and the balance of the Variable Credit
Installments for 2004 not yet issued in the invoices of such Allocated Payors
issued in calendar year 2005 (such interest amount referred to as the “Variable
Credit Installment Interest” for 2004). 
The amount of the Variable Credit Installment Interest for 2004 shall be
computed from January 1, 2005, based upon the actual number of days in each
month, shall be compounded daily and shall utilize the average after-tax
interest rate on deposits that was actually 


 


56





















 


	
  Amendment No.43-NPAM(NE)

  	
   

  	
  December
  3,2003

  



Sow:       No


                _ Yes


 


obtained by Contractor
from its principal bank (that is, the bank having the greatest outstanding
balance of cash deposits) on cash deposits during the month preceding the
invoice on which the Variable Credit Installment Interest for 2004
appears.  For the avoidance of doubt, the
forgoing interest calculation shall not apply to any portion of the Variable
Credit Payment for 2004 that is issued in invoices but not yet applied against
payments due.


 


(b)                                 Division,
Application and Invoicing Among Allocated Payors in Service Area 


 


(1)                                  Division
Among Allocated Payors Within the Service Area. Each Allocated Payor’s
share of each Variable Credit Installment for 2003 and 2004, Variable Credit
Installment Interest for 2003, and Variable Credit Installment Interest for
2004 shall be issued in the same manner as the division, apportioning and
invoicing of Allocated Charges is determined under SOW11 and in accordance with
the Cost Recovery Order, pursuant to Section 6.6(c) of this Agreement, and
shall be applied as a reduction against all charges for Services shown on such
invoice and allocable or chargeable to such Allocated Payor under this Agreement,
but not including charges allocable or chargeable pursuant to a Statement of
Work for Additional Services.  If for any
Allocated Payor such credit actually applied on that invoice does not apply in
full such Allocated Payor’s share of the Variable Credit Installment for 2003
or 2004, Variable Credit Installment Interest for 2003, or Variable Credit
Installment Interest for 2004, as the case may be, then the remaining share of
such unapplied credit allocable to that Allocated Payor shall be applied again on
the next monthly invoice, and any subsequent invoices as necessary, of such
Allocated Payor in the amount of the lesser of (i) the full amount of the
remaining unapplied amount of the Variable Credit Installment for 2003 or 2004,
Variable Credit Installment Interest for 2003, or Variable Credit Installment
Interest for 2004, as the case may be, allocable to that Allocated Payor or
(ii) the full amount of all charges for Services shown on such invoice and
allocable or chargeable to such Allocated Payor under this Agreement, but not
including charges allocable or chargeable pursuant to a Statement of Work for
Additional Services, until the share of the Variable Credit Installment for
2003 or 2004, Variable Credit Installment Interest for 2003, or Variable Credit
Installment Interest for 2004, as the case may be, allocable to that Allocated
Payor is fully applied.


 


(2)                                  Invoices.  The invoices in which each Allocated Payor’s
share of the Variable Credit Installment for 2003 and for 2004, respectively,
as the case may be, are first issued shall clearly identify the amount of both
the share of the Variable Credit Payment for 2003 and of the Variable Credit
Installment for 2003, and the Variable Credit Payment for 2004 and the Variable
Credit Installment for 2004, respectively, as the case may be, allocable to the
Allocated Payor which is issued and applied on the invoice.  Likewise, the 


 


57





















 


	
  Amendment No.43-NPAM(NE)

  	
   

  	
  December
  3,2003

  



Sow:       No


                _ Yes


 


invoices in which each
Allocated Payor’s share of the Variable Credit Installment Interest for 2003
and for 2004, respectively, as the case may be, are first issued and applied
shall clearly identify the amount of both the share of the Variable Credit
Installment Interest for 2003 and for 2004, respectively, as the case may be,
allocable to the Allocated Payor which is applied on the invoice.  Any amount of such Allocated Payor’s share of
any of the credits referenced in this Section 33.3(b)(2) that remains after
application on that invoice shall be aggregated with and added to amounts of
the Allocated Payor’s share of such credits remaining for application on future
invoices.  Any such amounts of such
credits actually applied on subsequent invoices shall be clearly identified on
such invoice and any subsequent invoices.


 


(3)                                  Invoice
Explanation and Records.  Each
Allocated Payor shall be provided by Contractor with access, at no additional
charge, to a secure, password-protected Web site that will provide a report
identifying the issuance and application of the Allocated Payor’s share of the
Variable Credit Payment for 2003 and 2004, the Variable Credit Installment for
2003 and 2004 and the Variable Credit Installment Interest for 2003 and
2004.  Such report will be provided for a
period of twelve (12) months after the date of the invoice in which such
credits were last applied.  Further,
Contractor shall consult with Customer prior to issuance of a form cover letter
to accompany those invoices to Allocated Payors for which amounts of the
Variable Credit Payment for 2003 and 2004, the Variable Credit Installment for
2003 and 2004 and the Variable Credit Installment Interest for 2003 and 2004,
respectively, are each first applied and utilized.


 


(4)                                  Limitation
on Annual Maximum Available Credit. 
Notwithstanding anything herein to the contrary, in no event shall any
unused amount of an Annual Maximum Available Credit for any year set forth
above be available or otherwise be used (i.e., carry over) in the computation
under Section 33.3(a)(1)(i) and (ii) above in a subsequent calendar year.


 


(c)                                  Miscellaneous


 


(1)                                  Separate
from Reduced TN Porting Event Charge or Rate Cards.  The computation, division, apportioning,
issuance, application, and invoicing of the Variable Payment Credit for 2003
and for 2004 (pursuant to the Variable Payment Credit Installments for 2003 and
for 2004, and the Variable Credit Installment Interest for 2003 and for 2004
among Allocated Payors as set forth in this Section 33.3 are separate from the
computation of any Reduced TN Porting Price under Article 32 of this
Agreement.  Further, the computation,
division, apportioning, issuance, application, and invoicing of the Variable
Payment Credit for 2003 and for 2004 (pursuant to the Variable Payment Credit
Installments for 2003 and for 2004, and the Variable Credit Installment
Interest


 


58





















 


	
  Amendment No.43-NPAM(NE)

  	
   

  	
  December
  3,2003

  



Sow:       No


                _ Yes


 


for 2003 and for 2004 do
not and shall not be construed as altering or amending the charges for TN
Porting Events set forth in Rate Card No. 1 or Rate Card No. 2.


 


(2)                                  Application
of Gateway Evaluation Process.  The
computation, division, apportioning, issuance, application, and invoicing of
the Variable Payment Credit for 2003 and for 2004 (pursuant to the Variable
Payment Credit Installments for 2003 and for 2004, and the Variable Credit
Installment Interest for 2003 and for 2004 among Allocated Payors as set forth
in this Section 33.3, shall be auditable and included in determining “accuracy”
of invoices for purposes of Element No. 7b of the Gateway Evaluation Process,
as set forth in Article 32 of this Agreement. The Variable Payment Credit for
2003 and for 2004 (pursuant to the Variable Payment Credit Installments for 2003
and for 2004, and the Variable Credit Installment Interest for 2003 and for
2004 provided in this Section 33.3 relate to and are applicable against all
charges for Services allocable to Allocated Payors, including, but not limited
to TN Porting Event charges, but do not relate to and are not applicable
against charges for Additional Services under Statements of Work under Article
13 of the Master Agreement.


 


(3)                                  Preservation
of Rights of Setoff.  Allocated
Payors retain their right of set-off against all charges for Services allocable
to Allocated Payors under this Agreement including, but not limited to TN
Porting Event charges, for Contractor’s failure to properly and accurately
compute and credit the Variable Payment Credit for 2003 and for 2004 (pursuant
to the Variable Payment Credit Installments for 2003 and for 2004, and the
Variable Credit Installment Interest for 2003 and for 2004, all as contemplated
under this Section 33.3.


 


7.              ANNUAL
VOLUME DEPENDENT TN PORTING PRICE REDUCTIONS


 


The Master Agreement is
hereby amended as of the Amendment Effective Date by the addition of Article
34, which will read in its entirely as follows:


 


ARTICLE 34 – ANNUAL
VOLUME DEPENDENT TN PORTING PRICE REDUCTIONS FOR 2005 TO END OF INITIAL TERM


 


34.1                           Overview.  Customer and Contractor agree that annually
for calendar years commencing in 2005 until the expiration of the Initial Term
of this Agreement, and in addition to any TN Porting Price Reductions under
Section 32.5 of this Agreement, if any, Contractor shall within any given
calendar year, and if certain volumes are attained, on a temporary basis, and
in accordance with this Article 34, further reduce the TN Porting Event charge
to Allocated Payors in the Subscribing Customer’s Service Area based upon the
attainment of various ranges of volumes of TN Porting Events in all United
States Service Areas for each calendar year (each such range referred to,
respectively, in this Article 34 as the “Tier 1 Volume Range” and the “Tier 2
Volume Range”).  Each reduction in the TN
Porting Event 


 


59





















 


	
  Amendment No.43-NPAM(NE)

  	
   

  	
  December
  3,2003

  



Sow:       No


                _ Yes


 


charge under this Article
34 and referred to in the preceding sentence shall be referred to as the “Annual
Volume Dependent TN Porting Price Reduction.” 
For the purposes of this Article 34, the “Prevailing TN Porting Charge”
shall mean the then effective TN Porting Event charge, as set forth in Schedule
1 (Service Element Fees/Unit Pricing) of Exhibit E (Pricing Schedules) of this
Agreement, as adjusted by any TN Porting Price Reductions under Section 32.5 of
this Agreement.


 


34.2                           Computation.  For each calendar year commencing in 2005 and
concluding in 2011, Contractor shall temporarily reduce, in accordance with
Section 34.3, the Prevailing TN Porting Event Charge for Allocated Payors in
the Subscribing Customer’s Service Area by the respective amount of Annual
Volume Dependent TN Porting Price Reductions set forth in the following tables
below (each an “Annual Volume Dependent TN Porting Price Reduction”).  The Annual Volume Dependent TN Porting Price
Reduction is based upon the aggregate volume of TN Porting Events for all
United States Service Areas in each applicable calendar year reaching certain
tiered volume ranges (i.e., Tier 1 Volume Range and Tier 2 Volume Range shown
for each such year as set forth in the following tables).  


 


	
   

  	
   

  	
  2005

  	
   

  	
   

  	
   

  	
  2006

  	
   

  
	
   

  	
   

  	
  Annual

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ANNUAL TN PORTING

  	
   

  	
  Volume

  	
   

  	
  Maximum

  	
   

  	
  ANNUAL TN PORTING

  	
   

  	
  Annual Volume

  	
   

  	
  Maximum

  	
   

  
	
  EVENT VOLUMES FOR

  	
   

  	
  Dependent TN

  	
   

  	
  Equivalent

  	
   

  	
  EVENT VOLUMES FOR

  	
   

  	
  Dependent TN

  	
   

  	
  Equivalent 

  	
   

  
	
  ALL UNITED STATES

  	
   

  	
  Porting Price

  	
   

  	
  National

  	
   

  	
  ALL UNITED STATES

  	
   

  	
  Porting Price

  	
   

  	
  National

  	
   

  
	
  SERVICE AREAS

  	
   

  	
  Reduction

  	
   

  	
  Reduction

  	
   

  	
  SERVICE AREAS

  	
   

  	
  Reduction

  	
   

  	
  Reduction

  	
   

  
	
  < 100,000,000

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  < 100,000,000

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  Tier 1 Volume Range:

  100,000,000 – 126,591,000

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  Tier 1 Volume Range:
  100,000,000-130,098,000

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  Tier 2 Volume Range:

  126,591,001 – 153,182,000

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  Tier 2 Volume Range:
  130,098,001 – 160,195,000

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  >153,182,000

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  >160,195,000

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  



 


	
   

  	
   

  	
  2007

  	
   

  	
   

  	
   

  	
  2008

  	
   

  
	
   

  	
   

  	
  Annual

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ANNUAL TN PORTING

  	
   

  	
  Volume

  	
   

  	
  Maximum

  	
   

  	
  ANNUAL TN PORTING

  	
   

  	
  Annual Volume

  	
   

  	
  Maximum

  	
   

  
	
  EVENT VOLUMES FOR

  	
   

  	
  Dependent TN

  	
   

  	
  Equivalent

  	
   

  	
  EVENT VOLUMES FOR

  	
   

  	
  Dependent TN

  	
   

  	
  Equivalent 

  	
   

  
	
  ALL UNITED STATES

  	
   

  	
  Porting Price

  	
   

  	
  National

  	
   

  	
  ALL UNITED STATES

  	
   

  	
  Porting Price

  	
   

  	
  National

  	
   

  
	
  SERVICE AREAS

  	
   

  	
  Reduction

  	
   

  	
  Reduction

  	
   

  	
  SERVICE AREAS

  	
   

  	
  Reduction

  	
   

  	
  Reduction

  	
   

  
	
  < 100,000,000

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  < 100,000,000

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  Tier 1 Volume Range:

  100,000,000 – 129,994,000

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  Tier 1 Volume Range:
  100,000,000-127,394,000

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  Tier 2 Volume Range:

  129,994,001 – 159,987,000

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  Tier 2 Volume Range: 127,394,001
  – 154,787,000

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  >159,987,000

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  >154,787,000

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  



 


60





















 


	
  Amendment No.43-NPAM(NE)

  	
   

  	
  December
  3,2003

  



Sow:       No


                _ Yes


 


	
   

  	
   

  	
  2009

  	
   

  	
   

  	
   

  	
  2010

  	
   

  
	
   

  	
   

  	
  Annual

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ANNUAL TN PORTING

  	
   

  	
  Volume

  	
   

  	
  Maximum

  	
   

  	
  ANNUAL TN PORTING

  	
   

  	
  Annual Volume

  	
   

  	
  Maximum

  	
   

  
	
  EVENT VOLUMES FOR

  	
   

  	
  Dependent TN

  	
   

  	
  Equivalent

  	
   

  	
  EVENT VOLUMES FOR

  	
   

  	
  Dependent TN

  	
   

  	
  Equivalent 

  	
   

  
	
  ALL UNITED STATES

  	
   

  	
  Porting Price

  	
   

  	
  National

  	
   

  	
  ALL UNITED STATES

  	
   

  	
  Porting Price

  	
   

  	
  National

  	
   

  
	
  SERVICE AREAS

  	
   

  	
  Reduction

  	
   

  	
  Reduction

  	
   

  	
  SERVICE AREAS

  	
   

  	
  Reduction

  	
   

  	
  Reduction

  	
   

  
	
  < 100,000,000

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  < 100,000,000

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  Tier 1 Volume Range:

  100,000,000 – 126,120,000

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  Tier 1 Volume Range:
  100,000,000-124,859,000

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  Tier 2 Volume Range:

  126,120,001 – 152,240,000

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  Tier 2 Volume Range: 124,859,001
  – 149,717,000

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  >152,240,000

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  >149,717,000

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  



 


61





















 


	
  Amendment No.43-NPAM(NE)

  	
   

  	
  December
  3,2003

  



Sow:       No


                _ Yes


 


	
   

  	
   

  	
  2011

  	
   

  
	
   

  	
   

  	
  Annual

  	
   

  	
   

  	
   

  
	
  ANNUAL TN PORTING

  	
   

  	
  Volume

  	
   

  	
  Maximum

  	
   

  
	
  EVENT VOLUMES FOR

  	
   

  	
  Dependent TN

  	
   

  	
  Equivalent

  	
   

  
	
  ALL UNITED STATES

  	
   

  	
  Porting Price

  	
   

  	
  National

  	
   

  
	
  SERVICE AREAS

  	
   

  	
  Reduction

  	
   

  	
  Reduction

  	
   

  
	
  < 100,000,000

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  Tier 1 Volume Range:

  100,000,000 –123,610,000

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  Tier 2 Volume Range:

  123,610,001 –147,220,000

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  >147,220,000

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  



 


34.3                           Timing
and Application.  For each calendar
year, each Annual Volume Dependent TN Porting Price Reduction, if any, shall be
applied in accordance with the following:


 


(a) No
Annual Volume Dependent TN Porting Price Reduction shall apply to reduce the
Prevailing TN Porting Charge for any Allocated Payor in the Subscribing
Customer’s Service Area when the aggregate number of TN Porting Events for all
United States Service Areas for the applicable calendar year is less than the
lowest number in the Tier 1 Volume Range.


 


(b)
Upon the aggregate number of TN Porting Events in all United States Service
Areas for the applicable calendar year equaling the lowest number in the Tier 1
Volume Range and until the aggregate number of TN Porting Events in all United
States Service Areas in such calendar year exceeds the highest number in the
Tier 1 Volume Range, the Annual Volume Dependent TN Porting Price Reduction set
forth immediately opposite the Tier 1 Volume Range for that year shall apply to
reduce the Prevailing TN Porting Charge for all the TN Porting Events in the
Subscribing Customer’s Service Area which are included in the Tier 1 Volume
Range.


 


(c)
Upon the aggregate number of TN Porting Events in all United States Service
Areas for the applicable calendar year equaling the lowest number in the Tier 2
Volume Range and until the aggregate number of TN Porting Events in all United
States Service Areas for the applicable calendar year exceeds the highest
number in the Tier 2 Volume Range, the Annual Volume Dependent TN Porting Price
Reduction referenced in Paragraph (b) above shall expire and be replaced by the
Annual Volume Dependent TN Porting Price Reduction set forth immediately
opposite the Tier 2 Volume Range for that calendar year shall apply to reduce
the Prevailing TN Porting Charge for all the TN Porting Events in the
Subscribing Customer’s Service Area in such calendar year which are included in
the Tier 2 Volume Range.


 


62





















 


	
  Amendment No.43-NPAM(NE)

  	
   

  	
  December
  3,2003

  



Sow:       No


                _ Yes


 


(d)
Upon the aggregate number of TN Porting Events in all United States Service
Areas for the applicable calendar year exceeding the highest number in the Tier
2 Volume Range for that calendar year, the Annual Volume Dependent TN Porting
Price Reduction referenced in Paragraph (c) above shall expire and no Annual
Volume Dependent TN Porting Price Reduction shall apply to reduce the
Prevailing TN Porting Charge for any subsequent TN Porting Events in the
Subscribing Customer’s Service Area for the remainder of that applicable
calendar year.  After such expiration,
only the Prevailing TN Porting Charge, as defined in Section 34.1, shall apply
for that calendar year.


 


(e)
Any Annual Volume Dependent TN Porting Price Reductions determined by Sections
34.3(a) through (d) above shall be immediately effective to reduce the
Prevailing TN Porting Event Charge, and shall be issued and reflected on
Allocated Payors’ invoices issued for the Billing Cycle in which such Annual
Volume Dependent TN Porting Price Reductions became effective.


 


(f)
The dollar amounts set forth under the “Maximum Equivalent National Reduction”
for each of Tier 1 Volume Range and Tier 2 Volume Range in the tables above
represent the maximum amount of aggregate price reductions under this Article
34 available to all United States Service Areas for the applicable calendar
year; i.e., the product of the Annual Volume Dependent TN Porting Price
Reduction and the maximum value of the corresponding tiered volume range.  In no event shall such maximum amounts carry
over to any subsequent calendar year.


 


(g)
Solely for the purpose of calculating the Annual Volume Dependent TN Porting
Price Reduction under this Article 34 for each applicable calendar year, the
actual volume of TN Porting Events for all United States Service Areas shall be
reset to zero each calendar year on January 1st, and in no event
shall the volume of TN Porting Events used in determining whether an Annual
Volume Dependent TN Porting Price Reduction in any given year carry over to any
subsequent calendar year.


 


34.4                           Invoice
Explanation.  Contractor shall
consult with Customer prior to issuance of a form cover letter to accompany
those invoices to Allocated Payors on which, for each calendar year, the first
Annual Volume Dependent TN Porting Price Reduction appears or becomes
applicable.


 


34.5                           Application
of Gateway Evaluation Process. The computation, division, apportioning,
issuance, application, and invoicing of any Annual Volume Dependent TN Porting
Price Reduction shall be auditable and included in determining “accuracy” for
purposes of Element No. 7b of the Gateway Evaluation Process, as set forth in
Article 32 of this Agreement, only on the third invoice after the Billing Cycle
in which each such Annual Volume Dependent TN Porting Price Reduction was
effective, and the previous two invoices shall be 


 


63





















 


	
  Amendment No.43-NPAM(NE)

  	
   

  	
  December
  3,2003

  



Sow:       No


                _ Yes


 


considered accurate with
respect to that particular issuance of an Annual Volume Dependent TN Porting
Price Reduction for purposes of Element No. 7b of the Gateway Evaluation
Process, regardless of whether the relevant Annual Volume Dependent TN Porting
Price Reduction was accurately reflected on those two invoices.  Nothing herein shall preclude Contractor, in
the event that Contractor does not reflect such Annual Volume Dependent TN
Porting Event Charge Reduction when and as required under Section 34.3(e), from
issuing an adjustment credit to reflect the proper computation, division,
apportioning, issuance, application, and invoicing of the Annual Volume
Dependent TN Porting Price Reduction on any one or more invoices issued after
such Annual Volume Dependent TN Porting Event Charge Reduction became
effective.


 


8.              IMPACTS
ON MASTER AGREEMENT


 


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


 


	
  

  	
   

  	
  Master Agreement

  
	
  None

  	
   

  	
  Exhibit B Functional
  Requirements Specification

  
	
  None

  	
   

  	
  Exhibit C Interoperable
  Interface Specification

  
	
  

  	
   

  	
  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

  
	
  None

  	
   

  	
  Exhibit N System
  Performance Plan for NPAC/SMS Services

  
	
  None

  	
   

  	
  Disaster Recovery

  
	
  None

  	
   

  	
  Back-up Plans

  
	
  

  	
   

  	
  Gateway Evaluation
  Process (Article 32 of Master Agreement)

  



 


9.              MISCELLANEOUS


 


(a)          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 Amendment Effective Date hereof, any reference in the
Master 


 


64





















 


	
  Amendment No.43-NPAM(NE)

  	
   

  	
  December
  3,2003

  



Sow:       No


                _ Yes


 


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 Amendment 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 Amendment Effective Date, Amendment 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 Amendment
nor any other instrument shall join or merge any Master Agreement with any
other, except by the express written agreement of the Parties thereto.


 


(b)         If
any provision of this Amendment is held invalid or unenforceable the remaining
provision of this Amendment shall become null and void and be of no further
force or effect.  If by rule, regulation,
order, opinion or decision of the Federal Communications Commission or any
other regulatory body having jurisdiction or delegated authority with respect
to the subject matter of this Amendment or the Master Agreement, this Amendment
is required to be rescinded or is declared ineffective or void in whole or in
part, whether temporarily, permanently or ab initio (an “Ineffectiveness
Determination”), immediately upon such Ineffectiveness Determination and
without any requirement on any party to appeal, protest or otherwise seek
clarification of such Ineffectiveness Determination, this Amendment shall be
rescinded and of no further force or effect retroactively to the Amendment
Effective Date.  Consequently, the Master
Agreement in effect immediately prior to the Amendment Effective Date shall
continue in full force and effect in accordance with its terms, unchanged or
modified in any way by this Amendment. 
In the event of an Ineffectiveness Determination, any amounts that would
have otherwise been due and payable under the terms and conditions of the
Master Agreement, in effect immediately prior to the Amendment Effective Date
(including, but not limited to any adjustments necessary to retroactively
re-price TN Porting Events under Schedule E from the Amendment Effective Date
through the date of the Ineffectiveness Determination, or other amounts or
credits, to any party hereunder), shall be invoiced by Contractor at the
earliest practical billing cycle in accordance with the Master Agreement and
shall be due and payable in accordance with the applicable invoice therewith or
shall be credited or applied for the benefit of the Customer or any Allocated
Payor in accordance with the Master Agreement.


 


(c)          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.


 


(d)         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
Amendment, as modified from time to time.


 


65





















 


	
  Amendment No.43-NPAM(NE)

  	
   

  	
  December
  3,2003

  



Sow:       No


                _ Yes


 


(e)          This
Amendment 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.


 


(f)            This
Amendment 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
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]


 


66





















 


	
  Amendment No.43-NAPM(NE)

  	
   

  	
  December
  3,2003

  



Sow:       No


                _ Yes


 


IN WITNESS WHEREOF, the
undersigned have executed this Amendment:


 


	
  CONTRACTOR:   NeuStar, Inc.

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  
					



 


 


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


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  
					



 


 


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


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  
					



 


67





















 


	
  Amendment No.47-NAPM(NE)

  	
   

  	
  February
  20, 2004

  



Sow:       No


                _ Yes


 


 





 


 


STATEMENT
OF WORK


AMENDING
PRICING SCHEDULES


UNDER


AGREEMENT
FOR NUMBER PORTABILITY ADMINISTRATION CENTER / SERVICE MANAGEMENT SYSTEM


 


68





















 


	
  Amendment No.47-NAPM(NE)

  	
   

  	
  February
  20, 2004

  



Sow:       No


                _ Yes


 


STATEMENT
OF WORK


AMENDING
PRICING SCHEDULES


UNDER


AGREEMENT
FOR NUMBER PORTABILITY ADMINISTRATION

CENTER/SERVICE MANAGEMENT SYSTEM


 


4.              PARTIES


 


This statement of work
amendment (this “Statement of Work” or “SOW”) is entered into pursuant to
Article 13 of, and upon execution shall be a part of, the Agreement for Number
Portability Administration Center/Service Management System, as amended and in
effect immediately prior to the SOW Effective Date (the “Master Agreement”), 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 the “Subscribing
Customers”):


 


•                  LNP,
LLC (Midwest)


•                  Mid-Atlantic
Carrier Acquisition Company, LLC


•                  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


 


5.              EFFECTIVENESS
AND DEFINED TERMS


 


This Statement of Work
shall be effective as of the 20th day of February 2004 (the “SOW
Effective Date”).  The number in the
upper left-hand corner refers to this Statement of Work.  Capitalized terms used herein without
definition or which do not specifically reference another agreement shall have
the meanings as defined in the Master Agreement.


 


6.              CONSIDERATION
RECITAL


 


In consideration of the
terms and conditions set forth in this Statement of Work, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Contractor and Customer agree as set forth in this Statement of
Work.


 


7.              AMENDMENTS
TO PRICING SCHEDULES


 


Effective on the SOW
Effective Date, Exhibit E (Pricing Schedules) of the Master Agreement is hereby
amended and restated in its entirety as set forth in Attachment 1
hereunder.  Such amendment and
restatement shall include, among other changes reflected therein, the addition
of 


 


69





















 


	
  Amendment No.47-NAPM(NE)

  	
   

  	
  February
  20, 2004

  



Sow:       No


                _ Yes


 


a charge for an Initial
Ad Hoc Report, a Subsequent Ad Hoc Report, and Dedicated Technical Support.


 


8.              IMPACTS
ON MASTER AGREEMENT


 


This Statement of Work
impacts the following portions of the Master Agreement:


 


	
  None

  	
   

  	
  Master Agreement

  
	
  None

  	
   

  	
  Exhibit B Functional
  Requirements Specification

  
	
  None

  	
   

  	
  Exhibit C Interoperable
  Interface Specification

  
	
  

  	
   

  	
  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

  
	
  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)

  



 


9.              MISCELLANEOUS


 


(g)         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,
Amendment 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 


 


70





















 


	
  Amendment No.47-NAPM(NE)

  	
   

  	
  February
  20, 2004

  



Sow:       No


                _ Yes


 


neither this Statement of
Work nor any other instrument shall join or merge any Master Agreement with any
other, except by the express written agreement of the Parties thereto.


 


(h)         If
any provision of this Statement of Work is held invalid or unenforceable the
remaining provision of this Statement of Work shall become null and void and be
of no further force or effect.  If by
rule, regulation, order, opinion or decision of the Federal Communications Commission
or any other regulatory body having jurisdiction or delegated authority with
respect to the subject matter of this Statement of Work or the Master
Agreement, this Statement of Work is required to be rescinded or is declared
ineffective or void in whole or in part, whether temporarily, permanently or ab
initio (an “Ineffectiveness Determination”), immediately upon such
Ineffectiveness Determination and without any requirement on any party to
appeal, protest or otherwise seek clarification of such Ineffectiveness
Determination, this Statement of Work shall be rescinded and of no further
force or effect retroactively to the SOW Effective Date.  Consequently, the Master Agreement in effect
immediately prior to the SOW Effective Date shall continue in full force and
effect in accordance with its terms, unchanged or modified in any way by this
Statement of Work.  In the event of an
Ineffectiveness Determination, any amounts that would have otherwise been due
and payable under the terms and conditions of the Master Agreement, in effect
immediately prior to the SOW Effective Date (including, but not limited to any
adjustments necessary to retroactively re-price TN Porting Events under
Schedule E from the SOW Effective Date through the date of the Ineffectiveness
Determination, or other amounts or credits, to any party hereunder), shall be
invoiced by Contractor at the earliest practical billing cycle in accordance
with the Master Agreement and shall be due and payable in accordance with the
applicable invoice therewith or shall be credited or applied for the benefit of
the Customer or any Allocated Payor in accordance with the Master Agreement.


 


(i)             This
Statement of Work 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.


 


(j)             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 Statement of
Work, as modified from time to time.


 


(k)          This
Statement of Work 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.


 


(l)             This
Statement of Work 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
modifications, amendments and price concessions are interrelated and are 


 


71





















 


	
  Amendment No.47-NAPM(NE)

  	
   

  	
  February
  20, 2004

  



Sow:       No


                _ Yes


 


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]


 


72





















 


	
  Amendment No.47-NAPM(NE)

  	
   

  	
  February
  20, 2004

  



Sow:       No


                _ Yes


 


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


 


	
  CONTRACTOR:   NeuStar, Inc.

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  
					



 


 


 


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


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  
					



 


 


 


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


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  
					



 


73





















 


	
  Amendment No.47-NAPM(NE)

  	
   

  	
  February
  20, 2004

  



Sow:       No


                _ Yes


 


EXHIBIT E
- PRICING SCHEDULES


 


The following schedules
set forth the prices at which Contractor will be compensated for rendering the
Services under the Agreement.  A general
description of these charges and the methods of billing therefor are set forth
in Section 6 of the Agreement.  See
Agreement for other applicable charges.


 


Schedule
1


Service
Element Fees/Unit Pricing


 


	
  Category

  	
   

  	
  Service Element

  	
   

  	
  Unit

  	
   

  	
  Price

  	
   

  
	
  [* * *]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [* * *]

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
  [* * *](1)

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
  [* * *](2)

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
  [* * *]

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
  [* * *]

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [* * *](3)

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
  [* * *](3)

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  - [* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  - [* * *]

  	
   

  
										



 










(1)  Monthly port charges [* * *]
The specific cost elements include


(2)  See Note 1 above.  


(3)  [* * *]


 


74





















 


	
  Amendment No.47-NAPM(NE)

  	
   

  	
  February
  20, 2004

  



Sow:       No


                _ Yes


 


	
  Category

  	
   

  	
  Service Element

  	
   

  	
  Unit

  	
   

  	
  Price

  	
   

  
	
   

  	
   

  	
  [* * *](4)

  	
   

  	
  [* * *]

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $[* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $[* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $[* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $[* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $[* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $[* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $[* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $[* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $[* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $[* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $[* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $[* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $[* * *]

  	
   

  
	
   

  	
   

  	
  [* * *](5)

  	
   

  	
  [* * *]

  	
   

  	
  $[* * *]

  	
   

  
	
   

  	
   

  	
  [* * *](6)

  	
   

  	
  [* * *]

  	
   

  	
  $[* * *]

  	
   

  
	
   

  	
   

  	
  [* * *]

  	
   

  	
  [* * *]

  	
   

  	
  $[* * *]

  	
   

  
	
   

  	
   

  	
  [* * *](7)

  	
   

  	
  [* * *]

  	
   

  	
  $[* * *]

  	
   

  
	
   

  	
   

  	
  [* * *]

  	
   

  	
  [* * *]

  	
   

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
  [* * *]

  	
   

  	
  [* * *]

  	
   

  	
  [* * *]

  	
   

  



 










(4) [* * *]


(5) [* * *]


(6) [* * *]


(7) [* * *]


 


75





















 


	
  Amendment No.47-NAPM(NE)

  	
   

  	
  February
  20, 2004

  



Sow:       No


                _ Yes


 


	
   

  	
   

  	
  [* * *]

  	
   

  	
  [* * *]

  	
   

  	
  $[* * *]

  	
   

  
	
   

  	
   

  	
  [* * *](8)

  	
   

  	
  [* * *]

  	
   

  	
  $[* * *]

  	
   

  
	
  [* * *]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [* * *](9)

  	
   

  	
  [* * *]

  	
   

  	
  $[* * *]

  	
   

  
	
   

  	
   

  	
  [* * *](10)

  	
   

  	
  [* * *]

  	
   

  	
  $[* * *]

  	
   

  



 


Billable
NPAC User Support Manual Request Table


 


	
  Category

  	
   

  	
  Description of Request

  
	
  Create SV

  	
   

  	
  New SP asks Help Desk
  to issue new SP Create, for single TN or range of TNs

  
	
  Create SV

  	
   

  	
  Old SP asks Help Desk
  to issue old SP Create, for single TN or range of TNs

  
	
  Prevent SV Activation

  	
   

  	
  Old SP asks Help Desk
  to change concur flag to “false” on pending SV (or SVs, for range of TNs)

  
	
  Activate SV

  	
   

  	
  New SP asks Help Desk
  to activate a pending SV for a single TN (or SVs, for a range of TNs)

  
	
  Remove Prevention of SV
  Activation

  	
   

  	
  Old SP (or New SP,
  after due date or t2 timer’s expiration) asks Help Desk to change concur flag
  to “true” on pending SV (or SVs, for range of TNs)

  
	
  Modify Pending SV

  	
   

  	
  New SP asks Help Desk
  to modify single SV (or SVs, for a range of TNs)

  
	
  Disconnect TN

  	
   

  	
  Current SP asks Help
  Desk to issue disconnect for TN (or range of TNs)

  
	
  Cancel Pending SV

  	
   

  	
  Old SP or New SP asks
  Help Desk to issue its cancel for pending SV (or SVs, for range of TNs)

  
	
  Look Up SV

  	
   

  	
  SP asks Help Desk to
  look up active SV for a TN (or SVs for range of TNs)

  
	
  Modify Active SV

  	
   

  	
  Current SP asks Help
  Desk to modify single active SV

  
	
  Audit SV

  	
   

  	
  SP asks Help Desk to
  issue audit request for a TN, or range of TNs, with SV(s) in active state

  
	
  Look Up Network Data

  	
   

  	
  SP asks Help Desk to
  look up NPA-NXX, NPA-NXX ID, LRN, or LRN ID to determine associated SPID
  and/or ID

  
	
  Change Network Data

  	
   

  	
  SP asks Help Desk to
  add to or to delete from the NPAC’s network data an NPA-NXX(s) or LRN(s).
  Requests to delete these data can be accommodated only if the SP making the
  request is the SP that originally entered the data. This limitation does not
  apply in the case where the SP asks Help Desk to delete an NPA-NXX (but not
  an LRN) where the NPA is not associated with the NPAC Service Area in which
  the NPA-NXX is open.

  
	
  Change GUI Password

  	
   

  	
  SP asks Help Desk to
  change its GUI Password

  
	
  Re-enter GUI Logon

  	
   

  	
  SP asks Help Desk to
  re-enter its GUI Logon which SP has allowed to expire

  



 










(8) [* * *]


(9) The one-time Log-on ID [ * * *]


(10) The Mechanized interface [* * *]


 


76





















 


	
  Amendment No.47-NAPM(NE)

  	
   

  	
  February
  20, 2004

  



Sow:       No


                _ Yes


 


Schedule
2


Training
Charges


 




	
  Service Element

  	
   

  	
  Unit

  	
   

  	
  Cost Per Participant

  	
   

  
	
  [* * *]

  	
  (11)

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
  (12) (13)

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *] 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  $

  	
  [* * *] 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  $

  	
  [* * *]

  	
   

  






 


Schedule
3


Interoperability
Testing


 




	
  Category & Service Element

  	
   

  	
  Unit

  	
   

  	
  Price

  	
   

  
	
  [* * *]

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [* * *]

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [* * *]

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  






 










(11) [* * *]


(12) [* * *]


(13) [* * *]


 


77





















 


	
  Amendment No.47-NAPM(NE)

  	
   

  	
  February
  20, 2004

  



Sow:       No


                _ Yes


 


Schedule
4


 


Schedule
of Representative Hourly Labor Charges


Applicable
to Statements of Work


For
Contract Years 1 Through End


 


	
  Labor Category

  	
   

  	
  Year 1

  	
   

  	
  Year 2

  	
   

  	
  Year 3

  	
   

  	
  Year 4

  	
   

  	
  Year 5*

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  



 










*
Amounts after Year 5 for each Labor Category shall
be increased by 5% annually from the prior year.


 


Schedule
5


 


Schedule
of Target Amounts


 


	
  Target Options

  	
   

  	
  Monthly

  Targets for

  Nov/Dec 

  1997 (2)

  	
   

  	
  Monthly

  Targets for

  1Q 1998 (2)

  	
   

  	
  Monthly

  Targets for

  2Q 1998

  through 4Q

  2001 (2)

  	
   

  	
  Monthly

  Targets for 1Q

  2002 through

  2Q 2002 (2)

  	
   

  	
  Monthly

  Target for

  July

  2002

  	
   

  	
  Total Contract

  Targets

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  











Notes:


 


(1)          The
target schedule depends on the service term selected by the Customer.  If the service term begins on 10/1/97, then
Option A applies.  Likewise, if the
service term begins on 1/1/98, then Option B applies.


 


(2)          The
targets are listed in monthly amounts for each of the respective calendar
periods outlined above.  The targets are
calculated and applied on a monthly basis as described in Section 6.6 of the
Agreement.


 


Schedule
6


 


Sample
Annual Target and Allocable Target Shortfall/Credit Calculation


 


The following is an
example of how Allocable Target Shortfalls and Allocable Targets are determined
in connection with the Quarterly Targets. 
A description of the methodology (including defined terms used below) is
set forth in Section 6.6 of the Agreement.


 


78





















 


	
  Amendment No.47-NAPM(NE)

  	
   

  	
  February
  20, 2004

  



Sow:       No


                _ Yes


 


	
   

  	
   

  	
  Jan-98

  	
   

  	
  Feb-98

  	
   

  	
  Mar-98

  	
   

  
	
  [* * *]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [* * *]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [* * *]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
    [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
    [* * *]

  	
   

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
    [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [* * *]*

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
  [* * *]*

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  	
  $

  	
  [* * *]

  	
   

  



 










	
  * [* * *]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 





 


79





















 


	
  Amendment No.48-NAPM(NE)

  	
   

  	
  April
  2, 2004

  



Sow:       No


                _ Yes


 


 


AMENDMENT


OF


AGREEMENT FOR NUMBER PORTABILITY
ADMINISTRATION CENTER / SERVICE MANAGEMENT SYSTEM


FOR


INTERMODAL PORTED TELEPHONE NUMBER
IDENTIFICATION SERVICE


 


80





















 


	
  Amendment No.48-NAPM(NE)

  	
   

  	
  April
  2, 2004

  



Sow:       No


                _ Yes


 


AMENDMENT


OF


AGREEMENT
FOR NUMBER PORTABILITY ADMINISTRATION

CENTER/SERVICE MANAGEMENT SYSTEM


FOR


INTERMODAL
PORTED TELEPHONE NUMBER IDENTIFICATION SERVICE


 


1.              PARTIES


 


This amendment (this “Amendment”)
is entered into pursuant to Article 30 of, and upon execution shall be a part
of, the Agreement for Number Portability Administration Center/Service
Management System, as amended and in effect immediately prior to the Amendment
Effective Date (the “Master Agreement”), 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 Northeast Carrier Acquisition
Company, LLC ( the “Subscribing Customer”).


 


2.              EFFECTIVENESS
AND DEFINED TERMS


 


This
Amendment shall be effective as of the 2nd day of April, 2004 (the “Amendment
Effective Date”), conditioned upon execution by Contractor and Customer of this
Amendment and six other separate amendments, in substantially the form of this
Amendment, applicable to the other six (6) Service Areas for the United States
(collectively, the “United States Service Areas”), whereby the Customer is the
successor in interest to and acting on behalf of each of the respective other
six Subscribing Customers named in each such amendment.


 


The
number in the upper left-hand corner refers to this Amendment.  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.              CONSIDERATION
RECITAL


 


In
consideration of the terms and conditions set forth in this Amendment, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Contractor and Customer agree as set forth in this
Amendment.


 


4.               REASON FOR THIS AMENDMENT


4.1                                 Requests for User Data. The United
States Federal Communications Commission (the “FCC”) has by order implementing
the Telephone Consumer Protection Act of 1991 (the “TCPA”) adopted rules,
including those set forth in 47 C.F.R. Sec. 64.1200, (together with the TCPA,
the “TCPA Rules”), prohibiting the initiation of telephone calls (other than a
call made for emergency purposes or made with the prior express consent of the
called party) using automatic telephone dialing systems or an artificial or
prerecorded voice to telephone numbers assigned to a paging service, cellular
telephone service, specialized mobile radio service, or other radio common
carrier service, or any service for which the called party is charged for the
call (referred to herein as “TCPA Prohibited Conduct”).  As a result, for the purpose of avoiding 


 


81





















 


	
  Amendment No.48-NAPM(NE)

  	
   

  	
  April
  2, 2004

  



Sow:       No


                _ Yes


 


engaging
in TCPA Prohibited Conduct, various parties have requested that Contractor
provide portions of User Data to them.


4.2                                 Limitations on Disclosure and Use of Confidential
Information and User Data. 
Both the Master Contract and the User Agreement restrict the disclosure
and use of User Data.  User Data is
provided to Contractor by respective Users pursuant to the terms and conditions
of the User Agreement.  Pursuant to
Section 6.1(k) of the User Agreement, Contractor expressly accepts the
obligation to maintain the confidentiality of User Data as provided in Article
15 of the Master Agreement. Further, Section 7.6 of the User Agreement
expressly prohibits Users from engaging in specific enumerated conduct with
respect to the User Data of other Users. 
Accordingly, questions have arisen with respect to the allowability
under the Master Agreement and the User Agreement of providing any portions of
User Data to parties requesting it for the purpose of avoiding engaging in TCPA
Prohibited Conduct.


 


5.                                      CLARIFICATION
OF OPERATION OF MASTER AGREEMENT AND USER AGREEMENT


 


After
careful consideration, Customer and Contractor desire to amend the Master
Agreement by this Amendment to clarify the operation of the Master Agreement
and the User Agreement with respect solely to requests for specified portions
of User Data to be used by such requesting parties to avoid engaging in TCPA
Prohibited Conduct.  Accordingly, the
Master Agreement is hereby amended as of the Amendment Effective Date by the
addition of new Section 15.7 to follow immediately after existing Section 15.6,
such new Section 15.7 to read in its entirety as follows:


 


15.7                        Intermodal
Ported TN ID Services


 


(a)                                  Scope.  Notwithstanding the foregoing provisions of
this Article 15, Contractor is authorized in accordance with this Section 15.7
to provide certain User Data elements to any entity making a request to
Contractor in writing and who satisfies the requirements and conditions set
forth in this Section 15.7 (referred to herein as a “Qualified Limited User
Data Recipient”).  The provision of such
User Data elements to Qualified Limited User Data Recipients pursuant to the
requirements and conditions of this Section 15.7 shall be referred to as the “Intermodal
Ported Telephone Number Identification Service,” or “Intermodal Ported TN ID
Service,” for short.  The Intermodal
Ported TN ID Service contemplated hereunder is neither Services, Additional
Services nor an Enhancement, as those terms are defined in this Agreement.  Accordingly, and for all purposes of this
Agreement, the Intermodal Ported TN ID Service shall not (1) be considered in
the definition of or to constitute Services, NPAC/SMS services, or Additional
Services under this Agreement or to constitute access or use of Services,
NPAC/SMS services or Additional Services under this Agreement, (2) be subject
to the requirements and provisions of 


 


82





















 


	
  Amendment No.48-NAPM(NE)

  	
   

  	
  April
  2, 2004

  



Sow:       No


                _ Yes


 


Article 13 of this
Agreement, (3) be considered in the definition of or to constitute a User
Enhancement or a Custom Enhancement under this Agreement.  It is the intention of the Customer and the
Contractor that the Intermodal Ported TN ID Service is allowable under this
Agreement and the User Agreement in furtherance of law, rule, regulation or
order of the Federal Communications Commission or other regulatory agencies
having jurisdiction over the NPAC/SMS Service.


 


(b)                                 Intermodal
Ported TN ID Service Agreement.  The
Intermodal Ported TN ID Service shall only be provided to Qualified Limited
User Data Recipients, as determined in accordance with this Section 15.7, after
execution and delivery of an agreement satisfying the requirements set forth in
Section 15.7(f), in substantially the form of Exhibit O attached hereto and
made a part hereof, and as it may be amended from time to time in accordance
with or permitted by this Section 15.7 (the “Intermodal Ported TN ID Service
Agreement”).  Contractor shall have the
right to amend or to change any provision of the Intermodal Ported TN ID
Service Agreement which is not required under Section 15.7(f) and which is not
otherwise in violation or breach of this Agreement, including this Section
15.7; provided, however that Contractor shall provide Customer with at least
thirty (30) days advance written notice of any such allowable change or
revision to the Intermodal Ported TN ID Service Agreement; and provided,
further, that changes or amendments to those provisions in the Intermodal
Ported TN ID Service Agreement which are required under Section 15.7(f)  may be made and shall only be effective upon
the advance written agreement of Customer and the Contractor. In consideration
for providing the Intermodal Ported TN ID Service in accordance with the
Intermodal Ported TN ID Service Agreement and this Section 15.7, Contractor
shall be compensated directly and exclusively from each respective Qualified
Limited User Data Recipient in accordance with Section 15.7(i).  Customer shall not unreasonably withhold
consent to Customer requests for the use of alternative versions of the
Intermodal Ported TN ID Service Agreement for differently situated Qualified
Limited User Data Recipients, so long as those agreements otherwise comply with
the requirements of this Section 15.7.


 


(c)                                  Relationship
to User Agreements.  Nothing in this
Section 15.7 shall supersede the rights of any User under a User Agreement with
respect to that User’s User Data and other User’s User Data, and nothing in
this Section 15.7 shall alter or otherwise change the acknowledgment and
agreement under Section 7.8 of the User Agreement and Section 15.1 of this
Agreement that all User Data shall remain the property of the User furnishing
it to Contractor.  Accordingly, Customer
and Contractor hereby agree and acknowledge that a User (and User’s properly
authorized agents, 


 


83





















 


	
  Amendment No.48-NAPM(NE)

  	
   

  	
  April
  2, 2004

  



Sow:       No


                _ Yes


 


attorneys, and legal
representatives) may obtain and use User Data pursuant to the terms of the User
Agreement for the purpose of ensuring that such User does not itself engage in
TCPA Prohibited Conduct (as defined below in Section 15.7(f)(2)) without being
subject to this Section 15.7 or being required to enter into an the Intermodal
Ported TN ID Service Agreement and at no additional charge other than as
provided in the User Agreement.  In
addition, Customer and Contractor further hereby agree and acknowledge that a
User may obtain and disclose or otherwise make available to a Third Party that
is an “Affiliate” of the User (referred to as an “Affiliated Third Party”) User
Data for the purpose of ensuring that such Affiliated Third Party does not
itself engage in TCPA Prohibited Conduct (as defined below in Section
15.7(f)(2)), without being subject to this Section 15.7 or being required to
enter into an Intermodal Ported TN ID Service Agreement and at no additional
charge; provided, however, that the obtaining, disclosure and otherwise making
available of such User Data by a User to an Affiliate Third Party shall not be
considered in violation of Section 7.6 of the User Agreement and shall be
considered in satisfaction of Article 9 of the User Agreement, only so long as
such User certifies to Contractor that such Affiliated Third Party is an
Affiliate of the User and such Affiliated Third Party executes a
confidentiality agreement directly with Contractor, as set forth in Section
15.6 of this Agreement, which confidentiality agreement shall include the
substantive restrictions set forth in this Article 15 and shall otherwise be in
a form reasonably satisfactory to Contractor and Customer.  For purposes of the foregoing sentence, an “Affiliate” of a User is any entity,
directly or indirectly, through one or more intermediaries, controlling,
controlled by or under common control with the respective User, and the term “control”
for purposes of determining an “Affiliate” shall mean either the right to
exercise, directly or indirectly, more than ten percent (10%) of the voting
rights attributable to the controlled entity or the ownership, directly or
indirectly, of more than ten percent (10%) of the total interest in the profits
or losses of the controlled entity.


 


(d)                                 Relationship
to NPAC/SMS Services.  The Contractor
and the Customer expressly agree and acknowledge that the Intermodal Ported TN
ID Service shall only be offered so long as it does not adversely affect the
operation and performance of the NPAC/SMS and the delivery of Services pursuant
to this Agreement, and accordingly, the provision of Services under the terms
and conditions of this Agreement other than this Section 15.7 shall take priority
to the provision of the Intermodal Ported TN ID Service.  Further, in addition to causes for
termination of this Agreement and the User Agreement set forth in this
Agreement and the User Agreement, the provision of the Intermodal Ported TN ID
Service and all Intermodal Ported TN ID Service Agreements may be terminated
upon the 


 


84





















 


	
  Amendment No.48-NAPM(NE)

  	
   

  	
  April
  2, 2004

  



Sow:       No


                _ Yes


 


occurrence of those
events set forth in Section 15.7(l). If Contractor establishes an Intermodal
Ported TN ID Service help desk, the telephone number for such help desk shall
be different than any current telephone number for a NPAC/SMS help desk and
such costs not be included in any charges with respect to the Services.


 


(e)                                  Inapplicability
of Service Levels, GEP Elements and Benchmarking Process.  Contractor and Customer expressly agree and
acknowledge that Contractor’s provision of the Intermodal Ported TN ID Service
hereunder shall not be subject to any separate Service Level Requirements under
Article 8 of this Agreement and Exhibit G, to any Benchmarking Process under
Article 7 of this Agreement, or to the Gateway Evaluation Process under Article
32 of this Agreement, and thus no separate Service Levels, GEP Elements or
Benchmarking Process are hereby established with respect to the provision of
the Intermodal Ported TN ID Services . 
Notwithstanding the foregoing, the effect and consequences on the
Services from the provision of the Intermodal Ported TN ID Service shall be
included in evaluating the obligations of Contractor with respect to the
Service Levels under Article 8 and the GEP Elements under Article 32, including
but not limited to all the remedies and recourses resulting from Contractor’s
failure or noncompliance under this Agreement and the User Agreement.


 


(f)                                    Required
Provisions of Intermodal Ported TN ID Service Agreement.  Each Intermodal Ported TN ID Service
Agreement shall be only between the Contractor and the Qualified Limited User
Data Recipient and, in addition to containing provisions customary in
commercial contracts of this nature, must contain provisions specifying the
following:


 


(i)                                     User
Data Elements Provided. Contractor shall make available, by whatever manner
and format Contractor considers commercially feasible, and not more frequently
than daily, two (2) files consisting of lists of intermodal ports of TNs since
November 24, 2003, segregated between wireline to wireless ports and wireless
to wireline ports (“Intermodal Ports”) for each of the of the 7 Service Areas,
on a password secure Web/FTP site for downloading by the Qualified Limited User
Data Recipient.  The data elements of
such Intermodal Ports shall consist exclusively of TNs, and no other User Data
elements.  Contractor shall not provide
the Qualified Limited User Data Recipient direct access to the NPAC or any
other User Data elements.


 


(ii)                                  Specified
Exclusive Use. The United States Federal Communications Commission (the “FCC”)
has by order 


 


85





















 


	
  Amendment No.48-NAPM(NE)

  	
   

  	
  April
  2, 2004

  



Sow:       No


                _ Yes


 


implementing the
Telephone Consumer Protection Act of 1991 (the “TCPA”) adopted rules, including
those set forth in 47 C.F.R. Sec. 64.1200, (together with the TCPA, the “TCPA
Rules”), prohibiting the initiation of telephone calls (other than a call made
for emergency purposes or made with the prior express consent of the called
party) using automatic telephone dialing systems or an artificial or
prerecorded voice to telephone numbers assigned to a paging service, cellular
telephone service, specialized mobile radio service, or other radio common
carrier service, or any service for which the called party is charged for the
call (referred to herein as “TCPA Prohibited Conduct”).  Accordingly, the Intermodal Ports shall be
considered Confidential Information and shall only be provided to a Qualified
Limited User Data Recipient for the sole purposes of either (A) permitting that
Qualified Limited User Data Recipient to avoid engaging in TCPA Prohibited
Conduct by verifying whether TNs are assigned to a paging service, cellular
telephone service, specialized mobile radio service, or other radio common
carrier service, or any service for which the called party is charged for the
call or (B) allowing that Qualified Limited User Data Recipient to disclose,
sell, assign, lease or otherwise provide to any other party (referred to as a “Second
Tier Limited User Data Recipient”) to permit such a Second Tier Limited User
Data Recipient to avoid engaging in TCPA Prohibited Conduct by verifying
whether TNs are assigned to a paging service, cellular telephone service,
specialized mobile radio service, or other radio common carrier service, or any
service for which the called party is charged for the call.  Other than the foregoing, the Qualified
Limited User Data Recipient and the Second Tier Limited User Data Recipient
shall be absolutely prohibited, subject to damages and injunctive relief, from
(a) disclosing, selling, assigning, leasing or otherwise providing to any other
party the Intermodal Ports, including to a local service management system or
other party or public database, or (b) commercially exploiting the Intermodal
Ports in any way, including by way of example and not limitation, for resale or
marketing purposes.


 


(iii)                               Compliance
with Laws.  The Qualified Limited
User Data Recipient shall be required to comply with all applicable laws,
orders and regulations applicable, including those applicable to the NPAC/SMS,
including User Data.


 


(iv)                              Acknowledgment
of Non-liability of Customer and Users. 
Both Contractor and the Qualified Limited User Data Recipient shall
agree and expressly acknowledge the rights of termination under 


 


86





















 


	
  Amendment No.48-NAPM(NE)

  	
   

  	
  April
  2, 2004

  



Sow:       No


                _ Yes


 


this Agreement, including
by reason of Section 15.7(l), the absolute exclusions from liability with
respect to Customer and the exclusion from liability with respect to Users and
End-Users for any amounts that would have otherwise been due and payable by
such Qualified Limited User Data Recipient under the terms and conditions of
the Intermodal Ported TN ID Service Agreements or as a result of the provision
the Intermodal Ported TN ID Service upon the termination of the provision the
Intermodal Ported TN ID Service (the “Unpaid Intermodal Charges”) without an
explicit rule, regulation, order, opinion or decision of the Federal
Communications Commission or any other regulatory body having jurisdiction or
delegated authority with respect to the subject matter of this Agreement
directing the responsibility and liability for payment of those Unpaid
Intermodal Charges by Users or End Users.


 


(v)                                 Other
Termination. Both Contractor and the Qualified Limited User Data Recipient
shall agree and expressly acknowledge that, in addition to the rights of
termination under this Agreement, including by reason of Section 15.7(l), the
Intermodal Ported TN ID Service Agreement may be terminated by either
Contractor or the Qualified Limited User Data Recipient with sixty (60) days
advance written notice for any reason or for no reason at all, but that the
restrictions with respect to User Data and Intermodal Ports shall survive such
termination.


 


(vi)                              Liability, Indemnification and Dispute
Resolution.  The Intermodal Ported TN ID Service
Agreement shall contain liability, indemnification and dispute resolution terms and conditions customary in the
industry for like services.


 


(vii)                           Compensation.
Subject to Section 15.7(i) of this Agreement, Contractor may charge
compensation and the Qualified Limited User Data Recipient shall agree to pay
such compensation for the provision of the Intermodal Ported TN ID Service.


 


(viii)                        Continuing
Qualification.  The Qualified Limited
User Data Recipient agrees to the continuing qualification process set forth in
Section 15.7(h)(iii).


 


(g)                                 Remain
User Data.  The Intermodal Ports,
being provided as part of the Intermodal Ported TN ID Service, being User Data,
shall remain User Data and Confidential Information.


 


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                _ Yes


 


(h)                                 Qualification
and Continuing Qualification Process. 
Contractor shall not provide Intermodal Ported TN ID Service to any
party, whether a User or otherwise, unless pursuant to this Section 15.7(h)
such party qualifies, and continues to qualify during the time such Intermodal
Ported TN ID Service is provided to such party, as a Qualified Limited User
Data Recipient, and such party enters into and executes the Intermodal Ported
TN ID Service Agreement.


 


(i)                                     Application.  Any party requesting the Intermodal Ported TN
ID Service shall be required to complete an application.  Such an application will require the applying
party to identify the User Data which it is requesting, the intended use of the
Intermodal Ports to be received through the Intermodal Ported TN ID Service and
any all Second Tier Limited User Data Recipients to whom such party intends to
disclose, sell, assign, lease or otherwise provide the requested User Data.


 


(ii)                                  Evaluation
of Qualification. Based upon this application, Contractor shall determine,
based upon a good-faith, reasonable interpretation of the information provided
by such applicant, (A) whether the User Data requested constitutes solely
Intermodal Ports, AND (B) whether the intended use of the requested User Data
is for the sole purposes of either (I) permitting that applicant as a Qualified
Limited User Data Recipient to avoid engaging in TCPA Prohibited Conduct by
verifying whether TNs are assigned to a paging service, cellular telephone
service, specialized mobile radio service, or other radio common carrier
service, or any service for which the called party is charged for the call or
(II) allowing that applicant as a Qualified Limited User Data Recipient to
disclose, sell, assign, lease or otherwise provide to another third party who
qualify as Second Tier Limited User Data Recipients who shall use the User Data
only to avoid engaging in TCPA Prohibited Conduct by verifying whether TNs are
assigned to a paging service, cellular telephone service, specialized mobile
radio service, or other radio common carrier service, or any service for which
the called party is charged for the call. 
If Contractor is able to make both determinations set forth in clauses
(A) and (B) of the preceding sentence AND PROVIDED FURTHER THAT the applicant
is otherwise not already a Second Tier Limited User Data Recipient AND no
Second Tier Limited User Data Recipient identified in such applicant
application is already itself a Qualified Limited User Data Recipient, then
upon execution by both Contractor and the applicant of the Intermodal Ported TN
ID Service Agreement, such applicant shall be considered a Qualified


 


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                _ Yes


 


Limited User Data
Recipient.  Contractor shall have no duty
to investigate the accuracy of any information provided by an applicant on such
application.  If Contractor is unsure
whether a party qualifies as a Qualified Limited User Data Recipient,
Contractor shall refer such application to Customer for its decision before
entering into an the Intermodal Ported TN ID Service Agreement with such party,
which shall be binding.


 


(iii)                               Continued
Qualification Process. Contractor shall require each Qualified Limited User
Data Recipient on the anniversary date of its execution of the Intermodal
Ported TN ID Service Agreement to certify to Contractor the following:  (A) that it is in full compliance with the
terms and conditions of the Intermodal Ported TN ID Service Agreement, (B) that
it intends in the upcoming year to continue to comply with the terms and
conditions of the Intermodal Ported TN ID Service Agreement and (C) if it is
providing Intermodal Ports to Second Tier Limited User Data Recipients, that
(I) all such Second Tier Limited User Data Recipients have agreed to use the
User Data only to avoid engaging in TCPA Prohibited Conduct by verifying
whether TNs are assigned to a paging service, cellular telephone service,
specialized mobile radio service, or other radio common carrier service, or any
service for which the called party is charged for the call and (II) either the
identity of those Second Tier Limited User Data Recipients has not changed
since the later of the original execution of the Intermodal Ported TN ID
Service Agreement or the last preceding certification or listing the additions
and deletions to that list of Second Tier Limited User Data Recipients. If a Qualified
Limited User Data Recipient fails to deliver such certification on such date to
Contractor, or if Contractor determines, by reason of the certification or
otherwise, that such party no longer qualifies as a Qualified Limited User Data
Recipient, or if such party breaches any of the obligations of the Intermodal
Ported TN ID Service Agreement, then Contractor shall notify Customer and shall
take appropriate action, including, without limitation, immediately
discontinuing the delivery of Intermodal Ports to such parity, terminating the
Intermodal Ported TN ID Service Agreement and seeking appropriate damages and
remedies thereunder.


 


(iv)                              Quarterly
Reports.  At no additional charge,
Contractor shall provide to Customer a quarterly report listing all applicants
for the Intermodal Ported TN ID Service during the preceding quarter, and all
current Qualified Limited User Data Recipients and Second Tier Limited User
Data Recipients, which report shall set 


 


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                _ Yes


 


forth in a separate
section all new Qualified Limited User Data Recipients and Second Tier Limited
User Data Recipients since the last report.


 


(i)                                     Compensation.


 


(i)                                     Basis
for Compensation.  Contractor shall
not be entitled to compensation of any kind under this Section 15.7 from
Customer, Subscribing Customer, Users or End-Users, and shall look solely to
the respective Qualified Limited User Data Recipients for any and all
compensation for the provision of the Intermodal Ported TN ID Service (referred
to as the “Intermodal Charges”). 
Customer and Contractor agree and acknowledge that the Intermodal Ported
TN ID Service is not necessary for the provision of number portability.  Contractor agrees to compute and to allocate
the compensation for the provision of Intermodal Ported TN ID Service in a fair
and non-discriminatory manner consistent with the rules, regulations, orders,
opinions and decisions of the Federal Communications Commission and other
regulatory body having jurisdiction or delegated authority with respect to the
NPAC/SMS or this Agreement.


 


(ii)                                  Cost
Plus the Fee.  Subject to Section
15.7(i)(i) above and Section 15.7(i)(iv) below, the aggregate amount of
Intermodal Charges received by Customer under this Section 15.7(i) since the
inception of the Intermodal Ported TN Identification Service and during the
Initial Term shall equal not more than the Cost plus the Fee, as more
particularly described herein below.


 


(A)                              Costs.
“Costs” means those costs that have been incurred or will be incurred by
Contractor as a result of providing the Intermodal Ported TN ID Service and
which have not been recovered by Contractor by way of payment of compensation
under this Section 15.7 or otherwise, which Costs shall include the Direct
Costs, Engineering Overhead Costs, and Administrative Overhead Costs, which are
defined as follows.


 


“Direct Costs” costs are
those direct costs incurred commencing January 1, 2004 or which will be
incurred by Contractor, or by a subcontractor or vendor at the direction 


 


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                _ Yes


 


of the Contractor,
attributable to the Intermodal Ported TN ID Service, including activities related
to, but not limited to, start-up costs, design, coding and unit testing, system
integration testing, regression testing, program management, quality assurance,
configuration control and documentation management.  Direct Costs shall also include, without
limitation, to labor, employee benefits, incentive payments, bonus, travel,
meals, the costs of any audit under Section 15.7(j) below, and associated
incremental maintenance and operating expenses thereof, and other direct or
allocable direct charges, but excluding any Performance Credits and GEP Price
Reductions.  Support for Direct Costs
will include Contractor’s timesheets and/or specific invoices from subcontracts
or vendors in support of the associated work.


 


“Engineering Overhead
Costs” are those costs associated with support activities provided by
engineering, software development and information technology/systems personnel
that are not captured as Direct Costs. 
Engineering Overhead Costs shall be derived by first calculating an
overhead rate (the “Engineering Overhead Rate”) based on Contractor’s overall
ratio of direct and indirect activities within engineering, software
development and information technology/systems departments. The
Engineering Overhead Rate will be then be applied to Direct Costs as a markup
to establish Engineering Overhead Costs.


 


“Administrative Overhead
Costs” are those general administrative costs associated with any applicable
work that are not captured as Direct Costs or as part of the Engineering
Overhead Costs.  Administrative Overhead
Costs shall be derived by first calculating an overhead rate (the “Administrative
Overhead Rate”) based on Contractor’s overall ratio of direct engineering,
software development and information technology/systems costs and the indirect
costs of support functions provided by, but not limited to, the procurement,
finance, human resources, facilities, and legal departments.  The Administrative Overhead Rate will then be
applied to Direct Costs as a markup to establish the Administrative Overhead
Costs.


 


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                _ Yes


 


(B)                                Fee.
“Fee” is the amount that equals [* * *]percent ([* * *]%)
of the sum of Direct Costs, Engineering Overhead Costs and Administrative
Overhead Costs.


 


(iii)                               Allocation.  In establishing the Intermodal Charges
payable by Qualified Limited User Data Recipients, Contractor shall allocate
the Cost plus Fee among Qualified Limited User Data Recipients in any manner
that is fair and reasonable, which for the purposes of this Section 15.7(i)
shall mean usage based, equitably, customary for similar services, commercially
reasonable, and which does not discriminate against similarly situated
Qualified Limited User Data Recipients. 
Notwithstanding the foregoing, Contractor and Customer expressly agree
and acknowledge that the manner of allocating the Cost plus Fee shall be solely
the responsibility of the Contractor, and that Customer assume no
responsibility or control with respect to such manner nor does Customer in any
way endorse the manner selected by Contractor; subject, however, to the right
of the Customer to seek guidance or direction from the Federal Communications
Commission or any other regulatory body having jurisdiction or delegated
authority with respect to the subject matter of this Agreement.  Further, no amounts of any Intermodal Charges
which, for whatever reason are not recovered by Contractor or allocated and
paid for by Qualified Limited User Data Recipients, including by way of
inclusion in any cost or overhead computations related to Services under the
Master Agreements, any Statements of Work or otherwise, shall be charged or
allocated to or assessed and paid by Customer, any Subscribing Customer, any
User or any End-User.


 


(iv)                              Cost
Review.  Within ninety (90) days
after the end of each calendar year, Contractor will cause its regular
independent auditor (“Contractor’s Auditor”) to commence a review of the
accuracy and validity of the Costs and related calculations under Section
15.7(ii) (the “Intermodal Cost Review”). 
Within sixty (60) days after commencing the Intermodal Cost Review,
Contractor’s Auditor shall issue a sufficiently detailed report (“Intermodal
Cost Report”) to the Contractor validating the Costs incurred and the Fee
applied.  Contractor shall make available
to Contractor’s Auditor such documentation necessary to conduct the Intermodal
Cost Review and issue the Intermodal Cost Report, including the following:
general ledger reports of Intermodal Ported TN Identification Service activity,
accounts payable vouchers, invoices, and documents supporting purchases in
support of the Intermodal Ported TN Identification Service activity, and other 


 


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                _ Yes


 


financial records used to
support general ledger activity related to the Intermodal Ported TN
Identification Service and any other records reasonably requested by Contractor’s
Auditor (collectively, the “Intermodal Review Documents”).


 


Contractor shall present
Customer with the Intermodal Price Report within thirty (30) days after
Contractor’s receipt of the Intermodal Price Report.  Upon Customer’s receipt of the Intermodal
Price Report, Customer shall have forty-five (45) days to review the Intermodal
Price Report and, at Subscribing Customer’s sole cost and expense, do either of
the following (i) meet with Contractor’s Auditor to review and explain the
Intermodal Price Report, or (ii) inform Contractor in writing that Customer
shall employ a separate auditor (“Customer’s Auditor”) to conduct a separate
review of the accuracy and validity of the Costs incurred under this Section
15.7.  Customer’s Auditor will be given
reasonable access to the Intermodal Review Documents.  Customer’s Auditor shall complete such
separate review within ninety (90) days of receipt of the Intermodal Price
Report.  Before access is given to
Customer’s Auditor, Customer’s Auditor will have to execute a non-disclosure
agreement with Contractor to prevent the disclosure of Contractor proprietary
or confidential information or other information not relevant to verifying the
accuracy and validity of the Costs incurred by the Contractor under this
Section 15.7.


 


If it is determined by
Contractor’s Auditor or Customer’s Auditor that the compensation Contractor has
received since the inception of the Intermodal Ported TN Identification Service
under this Section 15.7 exceeds Cost plus the Fee, Contractor shall propose to
Contractor’s Auditor and Customer’s Auditor, if any, its plan, which may
include, but is not limited to, at Contractor’s discretion, changes to the
Intermodal Charges under Section 15.7(i)(i) and and/or the allocations under
Section 15.7(i)(iii), such that its continuing aggregate compensation does not
exceed Cost plus the Fee in accordance with Section 15.7(i)(ii).  Contractor’s Auditor and Customer’s Auditor,
if any, shall review for reasonableness and adequacy Contractor’s proposal and
supplement, as necessary, the Intermodal Cost Report.  In no event shall Contractor be deemed in
violation of Section 15.7(i)(ii) merely because the amount of Intermodal
Charges received by Customer under this Section 15.7(i) since the inception of
the Intermodal Ported TN Identification Service and during the Initial Term
exceeds Cost plus the Fee; provided, however, that Contractor’s Auditor and


 


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                _ Yes


 


 Customer’s Auditor, if any, concludes that Contractor’s
proposal under this paragraph for limiting its aggregate compensation such that
it does not exceed the limit set forth in Section 15.7(i)(ii) is reasonable and
adequate.


 


If Customer’s Auditor
determines that the amount of Intermodal Charges received by Customer under
this Section 15.7(i) since the inception of the Intermodal Ported TN
Identification Service and during the Initial Term exceeds Cost plus the Fee by
more than seven and one half percent (7.5%), Contractor shall reimburse
Customer for the reasonable costs of such review by the Customer’s Auditor;
provided however that such reimbursement for Customer collectively shall not
exceed One Hundred Thousand US Dollars (US $[* * *]).


 


(j)                                     Audit
of Section 15.7 Performance. Subject to Section 15.7(e), Contractor shall
annually engage the GEP Auditor separately to audit Contractor’s compliance
with this Section 15.7 (referred to as the “Intermodal Services Audit”),
including the maintenance of the certifications and issuance of the reports set
forth in Section 15.7(h) and the computation of the Intermodal Services Charge
under Section 15.7(i).  The costs and
expenses of the Intermodal Services Audit shall be charged and accounted for
separately from the costs and expenses of the GEP Audit and shall be properly
included in “Direct Costs” under Section 15.7(i).  A report from the GEP Auditor regarding the
results of the Intermodal Services Audit (“Intermodal Services Audit Report”)
shall be provided to the Customer and the Contractor for informational purposes
only in the same manner that the GEP Audit Report is provided under Section
34.4(e), and such Intermodal Services Audit Report shall be so provided within
thirty (30) days after its completion, subject to any review and consideration
of a draft of the Intermodal Services Audit Report Draft.  If the GEP Auditor is unable alone to
determine the methodology and procedures for the Intermodal Services Audit,
such Auditor shall determine the methodology and procedures in consultation
with the Customer and the Contractor, and the GEP Auditor shall included in
such Intermodal Services Audit Report both findings and recommendations to
correct and identified deficiencies or failures to comply with the provisions
of this Section 15.7.  Notwithstanding
the foregoing, the Customer and the Contractor agree and acknowledge that
neither the Intermodal Services Audit nor this Section 15.7 is intended to
result in the imposition of any damages, Performance Credits, TN Porting Price
Reductions, subject to Section 15.7(d) above regarding the effect and
consequences on the Services from the provision of the Intermodal Ported TN ID
Service and the causes for termination of the provision of the 


 


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                _ Yes


 


Intermodal Ported TN ID
Service and all Intermodal Ported TN ID Service Agreements set forth in Section
15.7(l) below.


 


(k)                                  Neutrality
Reviews.  In addition to the
Intermodal Services Audit, and further subject to Section 15.7(e), the
Intermodal Ported TN ID Service shall be included in the Neutrality Review
provided for in the Assignment Agreement (Contractor
Services Agreement), dated November
30, 1999, by and among Contractor, Lockheed Martin IMS and the Customer (the “Assignment
Agreement).  If it is determined under
and as part of a Neutrality Review that Contractor’s provision of the
Intermodal Ported TN ID Service in any way resulted in the violation of a
neutrality requirement set forth in the Master Agreement, the User Agreement,
the Assignment Agreement, or any applicable rule, regulation, order, opinion or
decision of the Federal Communications Commission or any other regulatory body
having jurisdiction or delegated authority with respect to the subject matter of
this Amendment or the Master Agreement. 
Contractor shall attempt to correct such violation within thirty (30)
days following the date of the issuance of the Neutrality Review; provided,
however, that where such failure cannot reasonably be cured within such thirty
(30) day period, so long as Contractor is diligently pursuing such cure, and
regulatory authorities having jurisdiction over such matters (after having
reviewed the details of the event(s) causing Contractor’s failure) have not
specifically required Customer to terminate the Intermodal Ported TN ID Service
and terminate all Intermodal Ported TN ID Service Agreements, the time for
curing such failure shall be extended for such period as may be necessary for
Contractor to complete such cure.  Notwithstanding
the foregoing, the Customer may, at its election but without duty or
obligation, and without risk of costs or damages recoverable from Contractor
for Customer’s election, seek the guidance and direction of such regulatory
authorities if such failure has not been cured with ninety (90) days following
the date of the issuance of the Neutrality Review and the Intermodal Ported TN
ID Service and all Intermodal Ported TN ID Service Agreements have not been
terminated.  The costs and expenses of
including the Intermodal Ported TN ID Service in the Neutrality Review shall be
charged and accounted for separately from the costs and expenses of the
Neutrality Review and shall be properly included in “Direct Costs” under
Section 15.7(i).


 


(l)                                     Additional
Causes for Termination.  In addition
to the causes for termination of this Agreement and the User Agreement set
forth in this Agreement and the User Agreement, the provision of the Intermodal
Ported TN ID Service and all Intermodal Ported TN ID Service Agreements shall
immediately be terminated upon the direction of the Federal Communications
Commission or any other regulatory body having 


 


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                _ Yes


 


jurisdiction or delegated
authority with respect to the subject matter of this Agreement or upon an
finding or determination of the Federal Communications Commission or any other
regulatory body that the continued provision of the Intermodal Ported TN ID
Service is contrary to or inconsistent with the duties or roles of the
Contractor or the Customer in any way. 
Contractor shall be responsible for any fines and penalties arising from
any noncompliance by Contractor, its subcontractors or agents with any such
determinations, findings or rulings or with Contractor’s refusal to terminate
the provision of the Intermodal Ported TN ID Service and all Intermodal Ported
TN ID Service Agreements.


 


6.               IMPACTS ON MASTER AGREEMENT


 


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


 


	
  

  	
   

  	
  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

  
	
  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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                _ Yes


 


7.              MISCELLANEOUS


 


(a)                                  Neither
Customer nor Subscribing Customer shall in any way be liable to any Qualified
Limited User Data Recipient or Second Tier Limited User Data Recipient or to
Contractor or any User under the Intermodal Ported TN ID Service Agreements or
as a result of the provision the Intermodal Ported TN ID Service.


(b)                                 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 Amendment 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 Amendment 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 Amendment Effective Date,
Amendment 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 Amendment nor any other instrument shall join or
merge any Master Agreement with any other, except by the express written
agreement of the Parties thereto.


(c)                                  If
any provision of this Amendment is held invalid or unenforceable the remaining
provision of this Amendment shall become null and void and be of no further
force or effect.  If by rule, regulation,
order, opinion or decision of the Federal Communications Commission or any
other regulatory body having jurisdiction or delegated authority with respect
to the subject matter of this Amendment or the Master Agreement, this Amendment
is required to be rescinded or is declared ineffective or void in whole or in
part, whether temporarily, permanently or ab initio (an “Ineffectiveness
Determination”), immediately upon such Ineffectiveness Determination and
without any requirement on any party to appeal, protest or otherwise seek
clarification of such Ineffectiveness Determination, this Amendment shall be
rescinded and of no further force or effect retroactively to the Amendment
Effective Date.  Consequently, the Master
Agreement in effect immediately prior to the Amendment Effective Date shall
continue in full force and effect in accordance with its terms, unchanged or
modified in any way by this Amendment. 
In the event of an Ineffectiveness Determination, any amounts that would
have otherwise been due and payable under the terms and conditions of the
Intermodal Ported TN ID Service Agreements or as a result of the provision the
Intermodal Ported TN ID Service (the “Unpaid Intermodal Charges”) will in no
event be charged to allocated to Users or End Users, including by way of
inclusion in any cost or overhead computations related to Services under the
Master Agreements, any Statements of Work or otherwise, without an explicit
rule, regulation, order, opinion or decision of the Federal Communications
Commission or any other regulatory body having jurisdiction or delegated
authority with respect to the subject matter of this Amendment or the Master
Agreement directing the responsibility and liability for payment of those
Unpaid Intermodal Charges by Users or End Users.


(d)                                 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.


 


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                _ Yes


 


(e)                                  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
Amendment, as modified from time to time.


(f)                                    This
Amendment 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.


(g)                                 This
Amendment 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
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.


(h)                                 This
Amendment, the use of the Cost Plus Fee method for determining compensation
payable by Qualified Limited User Data Recipients and the composition and
details of the Cost Plus Fee method set forth in this Amendment are intended by
Contractor and Customer to be separate and distinct from and unrelated to any
agreement with respect to Statements of Work under the Master Agreement and the
method of determining the cost of such Statements of Work, and shall not be
considered to alter, modify, change or amend any such agreements with respect
to Statements of Work or to supersede any such agreements with respect to such
Statements of Work.


 


[THIS
SPACE INTENTIONALLY LEFT BLANK]


 


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                _ Yes


 


IN WITNESS WHEREOF, the
undersigned have executed this Amendment:


 


	
  CONTRACTOR:   NeuStar, Inc.

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  
					



 


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


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  
					



 


	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  
					



 


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Sow:       No


                _ Yes


 


EXHIBIT
O


 


INTERMODAL
PORTED TN IDENTIFICATION SERVICE AGREEMENT


 


100





















 


	
  Amendment No.48-NAPM(NE)

  	
   

  	
  April
  2, 2004

  



Sow:       No


                _ Yes


 


 


101





















 


NEUSTAR


 


August 14, 2002


 


Ms. Pamela Connell


Co-Chair, NAPM, LLC


1200 Peachtree Street


Room 5101


Atlanta, GA 
30309


 


Mr. Richard
Theiss


Co-Chair, NAPM, LLC


545 E. John Carpenter Freeway


Irving, TX 
75062-7971


 


Re: Bank of America Revolving Credit Loan
Agreement


 


Ms. Connell:


Mr. Theiss:


 


1.             Background:


 


1.1           As you know, NeuStar, Inc.
(“Contractor”) proposes to enter into a revolving credit loan agreement (the  “Credit Agreement”) with Bank of America,
N.A. (“BofA”) as Administrative Agent, Lender and Letter of Credit (“L/C”)
Issuer, dated August 14, 2002, and to secure loans of up to Twenty-Five
Million Dollars ($25,000,000) under the Credit Agreement and Contractor’s other
obligations under the Credit Agreement and the other loan documents, all dated August 14,
2002, entered into in connection with the Credit Agreement (the “Loan Documents”)
with a pledge of substantially all of its properties and assets pursuant to a
general Security Agreement and a Securities Pledge Agreement, including the “LNP
Receivables Tracking Certificate” and the “LNP Receivables” (as those terms are
defined in the Credit Agreement), but not including the “SOW Receivables” (as
defined in the Credit Agreement).


 


1.2           Unless otherwise
explicitly defined herein, capitalized terms used herein shall have the
meanings as defined in the Loan Documents or in the Agreements for Number
Portability Administration Center/Service Management System between NeuStar, Inc.,
as Contractor, and North American Portability Management LLC (“NAPM”), acting
on behalf of the Subscribing Customers named therein for each of the seven
United States Service Areas, even if documented as separate legal instruments for
each of the seven United States Service Areas (individually, a Master Agreement
and collectively, the “Master Agreements”), as the case may be.  If terms used herein have different meanings
between the Loan Documents and the Master Agreements, then the meaning assigned
to any such term in the Loan Documents shall govern.


 


2.             Representations of Contractor.  Contractor hereby represents and
warrants to NAPM that:


 





















 


2.1           Without in any way
implying whether a consent is or is not required under the Master Agreements
with respect to indebtedness incurred by NeuStar which involves an assignment
or transfer of any rights or obligations under the Master Agreements, under the
Credit Agreement, neither Contractor nor any of its affiliates (other than
Warburg, Pincus & Co. and DB Capital Investors, L.P., and ABS Capital
Partners and their respective affiliates) has incurred indebtedness to BofA, or
any of its successors, assigns or affiliates, in excess of Twenty-Five Million
Dollars ($25,000,000) in principal amount, and Contractor further agrees that,
neither Contractor nor any of its affiliates will incur indebtedness (including
principal, interest, penalties or any other fees) to BofA, or any of its
successors, assigns or affiliates, in excess of Twenty Five Million Dollars
($25,000,000) in principal amount.


 


2.2           Contractor represents
that it will provide 14 days advance written notice to NAPM of any indebtedness
(other than the indebtedness referred to in Section 2.1 above) incurred by
Contractor after the date hereof that is secured by amounts due or payable
under the Master Agreements.


 


2.3           In connection with
entering into the Credit Agreement, Contractor will not make any
representations or warranties or covenant to provide any releases or waivers to
BofA regarding rights of set-off or deduction, or any waiver thereof, by NAPM
or any “Users” under any of the Master Agreements.


 


2.4           If Contractor violates
any of the provisions of Sections 2.1, 2.2, or 2.3 hereof; the assignment or
transfer of any rights or obligations under the Master Agreements with respect
to any indebtedness incurred in violation of this Section 2 shall be void.


 


3.             Modification
of and Amendment to the Master Agreements.


 


3.1          LNP Receivables Secured Financing.


 


Acknowledgement.  NAPM acknowledges that (i) the
Contractor will enter into the Credit Agreement pursuant to which the Lenders
will establish for the Contractor a secured revolving credit loan facility for
the purposes of making the Loans described in the Credit Agreement (the “Credit
Facility”), and (ii) all of the Contractor’s right, title and interest in
and to the LNP Receivables, including any LNP Receivables arising in the
future, and in and to the LNP Receivables Tracking Certificate will be
transferred and assigned as collateral security to secure Contractor’s
obligations to the Lenders under the Credit Facility pursuant to a Security
Agreement and a Securities Pledge Agreement attached as Exhibits to the Credit
Agreement.  As a condition to the
effectiveness of the credit Agreement, the Contractor will grant BofA, as
administrative agent acting on behalf of the Lenders (the “Administrative Agent”),
a perfected, first priority security interest in and to the LNP Receivables
Tracking Certificate and the LNP Receivables and the right to collect and
receive any amount available for distribution in connection with the LNP
Receivables.  In connection with the NAPM’s
agreements and consents hereunder relating to the aforementioned transactions,
the Contractor has delivered to NAPM the Credit Agreement, the Guaranty
Agreement, the Security Agreement, the Securities Pledge Agreement, the Lockbox
Account Agreement and the Intercreditor Agreement in substantially the form to
be executed by the parties thereto, such documents delivered by Contractor
referred to herein as the “Provided Agreements.”  Accordingly, NAPM acknowledges both the
receipt of


 


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the Provided Agreements and that it has consulted with its counsel to
the extent that it has deemed appropriate.


 


3.2           Consent to Credit Facility and
Assignment of LNP Receivables.  Without in any way implying whether a consent
is or is not required under the Master Agreements or otherwise, and subject to
the conditions set forth in this Section 3.2, NAPM consents to the grant
by the Contractor of a first priority security interest in and to the LNP
Receivables Tracking Certificate and the LNP Receivables to the Administrative
Agent, on behalf of the Lenders, to secure the Contractor’s obligations under
the Credit Facility and to the perfection of such security interest in
accordance with the Provided Agreements. 
Notwithstanding the foregoing, this consent shall be conditioned, and
shall only be effective, upon receipt by NAPM of an acknowledgment by BofA that
it has received a copy and acknowledged the terms of this letter agreement, and
Contractor agrees and acknowledges (1) that notwithstanding any provisions
of the Loan Documents to the contrary and without in any way implying whether a
consent is or is not required under the Master Agreements or otherwise, the
foregoing consent by NAPM is not intended to constitute and shall not be deemed
or considered by the Contractor to constitute a waiver of any rights or
remedies whoever, including, without limitation, any right of offset or
deduction, against or with respect to the Contractor (or any of its successors
or assigns) that may now exist or which may in the future exist in the absence
of the Loan Documents; (2) that without in any way implying whether a
consent is or is not required under the Master Agreements, the foregoing
consent by NAPM is not intended to constitute and shall not be deemed or
considered by Contractor to constitute a consent to the assignment of the LNP
Receivables or of any of their proceeds or products or of the LNP Receivables
Tracking Certificate, except for the grant of a security interest in the LNP
Receivables and their proceeds or products and corresponding LNP Receivables
Tracking Certificate pursuant to the Loan Documents; and (3) that the
Contractor and its successors and assigns will not assert or claim a position
contrary to the foregoing and that the Contractor will cause its successors,
assigns, agents, representatives or fiduciaries not to assert or claim a
position contrary to the foregoing. 
Subject to the foregoing, the consent set forth in this Section 3.2
shall (i) be deemed to constitute a consent under Section 22.1 and (ii) apply
notwithstanding the limitations set forth in Section 22.2 of the Master
Agreements.


 


3.3           Further Assurances. 
NAPM has given its consent as set forth herein expressly
conditioned upon the following additional assurances from the Contractor:


 


(a)           The LNP Receivables
have been assigned by Contractor under the Loan Documents to the Administrative
Agent as collateral security for the benefit of the Lenders subject to the
right of the carriers and other entities Contractor is entitled to bill under
the Master Agreements (“Users”) to assert setoff or deduct claims against the
LNP Receivables.


 


(b)           Any and all documents
delivered under the Loan Documents which contain NAPM or User information,
files or data shall be afforded the confidentiality required by Contractor
under the Master Agreements, and all disputes under the Master Agreements among
NAPM, Users and Contractor shall be governed by the dispute resolution
procedures set forth in the Master Agreements.


 


3





















 


(c)           The Contractor, agrees
that no previously executed document and no document executed in the future,
except to the extent specifically provided therein and specifically consented
to by NAPM in writing, shall contradict, diminish or otherwise impair the
benefits, privileges and rights afforded NAPM and the Users under this letter
agreement.  To the extent Contractor does
not comply with the foregoing sentence, any such document shall be void.  In particular, any documents requested to be
executed under this Section 3.3(c) shall expressly recite that they
are made subject to and conditioned upon the assurances set forth in this
letter agreement as of the time of execution of such documents.


 


(d)           NAPM has made no
representation or warranty whatsoever to the Contractor regarding the
enforceability of the modification of the Master Agreements pursuant hereto on
Users.


 


(e)           The Contractor shall
notify NAPM as soon as reasonably practicable, but no later than five (5) business
days after the occurrence of any of the following events:  (i) any violation, or any waiver by the
Lenders of any violation, of any provision of Section 8.11 of the Credit
Agreement, (ii) any increase in the “Available Amount” (as defined in the
Credit Agreement), and (iii) any termination or reduction of “Commitments”
(as defined in the Credit Agreement) pursuant to Section 2.05 of the
Credit Agreement.  The requirement to
provide the notices under this Section 3.3(e) shall be incorporated
in the GEP process under SOW 25 as it relates to reporting requirements.


 


(f)            Subject to the rights
of Users under User Agreements to assert setoff or deduction claims on amounts
owed under the Master Agreements, as amended under any Statement of Work
thereunder, Users rights to assert setoff or deduction claims may be exercised
against the LNP Receivables, or, to the extent that the LNP Receivables
Tracking Certificates represents a right with respect to the LNP Receivables,
the LNP Receivables Tracking Certificates; provided however, that any such
right of setoff or deduction against the LNP Receivables and LNP Receivables
Tracking Certificates shall terminate upon payment of such amounts to the Trust


 


(g)           Contractor agrees that
without the prior written consent of NAPM Contractor shall not amend Section 9.01(m)
of the Credit Agreement, which consent will not be unreasonably withheld, delayed
or conditioned.


 


4.             Miscellaneous.


 


4.1           NAPM hereby waives any
requirement under that certain letter dated November 2, 2001 relating to
the Wachovia loan facility that Contractor provide it with 14 days advance
written notice of any indebtedness incurred pursuant to the Credit Agreement,
without either NAPM or Contractor agreeing or acknowledging that such notice or
Contractor’s agreement to provide such notice constitutes either an
acknowledgment of the need to seek or to obtain the consent of NAPM to such
indebtedness or the grant of consent by NAPM to such indebtedness.


 


4.2           Except as specifically
modified hereby, all the provisions of the Master Agreements 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


 


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terms, and, in accordance therewith, Contractor’s
grant of the security interest and the perfection thereof as contemplated by
the Loan Documents does not alter or modify any of the provisions of the Master
Agreements and the User Agreements, and all exhibits and schedules thereto, and
any agreements contemplated thereby. 
From and after the effective date hereof, this letter agreement shall be
a part of the Master Agreements, 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
letter agreement nor any other instrument shall join or merge any Master
Agreement with any other, except by the express written agreement of the
Parties thereto.


 


4.3           This letter agreement
sets forth the entire understanding between the Contractor and NAPM 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.


 


4.4           If any provision of
this letter agreement is held invalid or unenforceable the remaining provisions
of this letter agreement shall become null and void and be of no further force
or effect.  If by rule, regulation,
order, opinion or decision of the Federal Communications Commission or any
other regulatory body having jurisdiction or delegated authority with respect
to the subject matter of this letter agreement or the Master Agreements, this
letter agreement is required to be rescinded or is declared ineffective or void
in whole or in part, whether temporarily, permanently or ab  initio
(an “Ineffectiveness Determination”), immediately upon such Ineffectiveness
Determination and without any requirement on any party to appeal, protest or
otherwise seek clarification of such Ineffectiveness Determination, this letter
agreement shall be rescinded and of no further force or effect retroactively to
the date hereof.  Consequently, the Master
Agreements in effect immediately prior to the date hereof shall continue in
full force and effect in accordance with their respective terms, unchanged or
modified in any way by this letter ageement.


 


4.5           This letter agreement
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.


 


4.6           This letter agreement
is the joint work product of representatives of NAPM 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.


 


4.7           All notices or other
communications required or permitted to be given to NAPM under this letter
agreement, including, without limitation, specifically the notices required
under Sections 2.2 and 3.3(e) of this letter agreement, must be in
writing, as the requirement of writing is defined in Section 27.6(a) of
the Master Agreements and shall be given to the then current chair (or if more
than one chair, all co-chairs) of NAPM, with notice given to NAPM’s
then-current legal counsel, and each such notice or communication shall for
purposes of this letter agreement be deemed to be given and delivered in
accordance with the requirements of Section 27.6(b) of the Master
Agreements.


 


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Please indicate your consent to the transactions described in Sections
1 and 3 of this letter by executing in the space provided below and returning
to the undersigned a copy of this letter. NeuStar appreciates your cooperation
and prompt attention to this matter.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  NeuStar, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  



 


The undersigned on behalf of NAPM acknowledge, accept, consent to and
rely upon the terms of this letter agreement as set forth herein.


 


NORTH AMERICAN PORTABILITY MANAGEMENT LLC


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Pamela H. Connell

  
	
   

  	
  Co-Chair

  



 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Richard Theiss

  
	
   

  	
  Co-Chair

  



 


 


	
   

  	
  By:

  	
  /s/ Pamela H. Connell

  	
   

  
	
   

  	
  Pamela H. Connell

  
	
   

  	
  Co-Chair

  



 


 


Receipt and
acknowledgment of the terms of an executed copy of the foregoing letter
agreement are hereby acknowledged


 


 


	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  
	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized
  Signatory

  



 


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