exv10w1w2






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




•    LNP, LLC (Midwest)



•    Southwest Region Portability Company, LLC



•    Western Region Telephone Number Portability, LLC



•    Southeast Number Portability Administration Company, LLC



•    Mid-Atlantic Carrier Acquisition Company, LLC



•    West Coast Portability Services, LLC




Exhibit 10.1.2





Amendment No. 62 (NE)





			
	SOW:	 	     þ No

     o Yes










AMENDMENT TO




CONTRACTOR SERVICES AGREEMENT FOR




NUMBER PORTABILITY ADMINISTRATION CENTER / SERVICE

MANAGEMENT SYSTEM




CLARIFICATIONS ON QUALIFYING AS A USER

AND USE OF USER DATA




CONFIDENTIAL




Page 1









 







Amendment No. 62 (NE)





			
	SOW:	 	     þ No

     o Yes






Table of Contents




	 	 	 	 	 	 	 
	1.	 	PARTIES
	 	 	6	 
	 	 	 
	 	 	 	 
	2.	 	EFFECTIVE DATE; TERM; AND DEFINED TERMS
	 	 	6	 
	 	 	 
	 	 	 	 
	2.1	 	Effective Date and Term
	 	 	6	 
	 	 	 
	 	 	 	 
	2.2	 	Limited Termination
	 	 	6	 
	 	 	 
	 	 	 	 
	2.3	 	Defined Terms
	 	 	7	 
	 	 	 
	 	 	 	 
	3.	 	LIMITED REVIEW AND CAP
	 	 	7	 
	 	 	 
	 	 	 	 
	4.	 	SINGLE NUE PROCESS
	 	 	7	 
	 	 	 
	 	 	 	 
	5.	 	CONSIDERATION RECITAL
	 	 	8	 
	 	 	 
	 	 	 	 
	6.	 	CLARIFICATIONS WITH RESPECT TO MASTER AGREEMENT
	 	 	9	 
	 	 	 
	 	 	 	 
	6.1	 	No Service Level Requirements, Benchmarking Process or Gateway Evaluation Process
	 	 	9	 
	 	 	 
	 	 	 	 
	6.2	 	Failure to Perform Material Obligations
	 	 	9	 
	 	 	 
	 	 	 	 
	7.	 	APPLICABLE DOCUMENTS
	 	 	9	 
	 	 	 
	 	 	 	 
	8.	 	IMPACTS ON MASTER AGREEMENT
	 	 	10	 
	 	 	 
	 	 	 	 
	9.	 	MODIFICATION OF AND AMENDMENT TO THE MASTER AGREEMENT
	 	 	10	 
	 	 	 
	 	 	 	 
	 	 	“4.2 NPAC/SMS Users and User Agreements
	 	 	10	 
	 	 	 
	 	 	 	 
	 	 	(a) Exclusive Provisions Regarding Users Generally
	 	 	10	 
	 	 	 
	 	 	 	 
	 	 	(b) Categorization of Applicants and Evaluation of New User Applications
	 	 	11	 
	 	 	 
	 	 	 	 
	 	 	(1) Categorization of Applicants
	 	 	11	 
	 	 	 
	 	 	 	 
	 	 	(2) Qualification as a User
	 	 	12	 
	 	 	 
	 	 	 	 
	 	 	(A) Qualification Generally
	 	 	12	 
	 	 	 
	 	 	 	 
	 	 	(B) Limited Referral to Customer
	 	 	12	 
	 	 	 
	 	 	 	 
	 	 	(C) Contractor’s and Contractor Affiliate’s Qualification as a User
	 	 	12	 
	 	 	 
	 	 	 	 
	 	 	(D) Consideration of Use of User Data; Permitted Uses
	 	 	13	 
	 	 	 
	 	 	 	 
	 	 	(i) Source and Basis of Permitted Use Determination
	 	 	13	 
	 	 	 
	 	 	 	 
	 	 	(ii) Permitted Use Defined
	 	 	14	 
	 	 	 
	 	 	 	 
	 	 	(iii) Definitions Applicable to the Determination of a Permitted Use
	 	 	14	 
	 	 	 
	 	 	 	 
	 	 	(iv) Data Derived, Translated, or Transformed from User Data or Merged with User Data
	 	 	16	 
	 	 	 
	 	 	 	 
	 	 	(v) Clarifications to LSMS Restriction
	 	 	16	 
	 	 	 
	 	 	 	 
	 	 	(E) Continued Qualification as a User and Continued Permitted Uses of User Data
	 	 	17	 
	 	 	 
	 	 	 	 
	 	 	(c) New User Evaluator Process
	 	 	17	 
	 	 	 
	 	 	 	 
	 	 	(1) Overview of the NUE and the NUE Process
	 	 	17	 
	 	 	 
	 	 	 	 
	 	 	(2) Scope and Timing of NUE Reviews
	 	 	17	 
	 	 	 
	 	 	 	 
	 	 	(A) Permitted Use Review
	 	 	17	 






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Amendment No. 62 (NE)





			
	SOW:	 	     þ No

     o Yes







	 	 	 	 	 	 	 
	 	 	(B) Data Provisioning Review
	 	 	18	 
	 	 	 
	 	 	 	 
	 	 	(C) Pricing Review
	 	 	20	 
	 	 	 
	 	 	 	 
	 	 	(D) Payment Review
	 	 	22	 
	 	 	 
	 	 	 	 
	 	 	(3) Findings Reports Defined
	 	 	23	 
	 	 	 
	 	 	 	 
	 	 	(A) Contents of Each Findings Report
	 	 	23	 
	 	 	 
	 	 	 	 
	 	 	(B) New User Findings Report
	 	 	23	 
	 	 	 
	 	 	 	 
	 	 	(C) Administrator User Service Findings Report
	 	 	23	 
	 	 	 
	 	 	 	 
	 	 	(D) Misuse Allegation Findings Report
	 	 	24	 
	 	 	 
	 	 	 	 
	 	 	(4) Limitations on NUE and NUE Process
	 	 	24	 
	 	 	 
	 	 	 	 
	 	 	(5) Selection of the NUE
	 	 	25	 
	 	 	 
	 	 	 	 
	 	 	(A) Initial NUE and First Successor NUE
	 	 	25	 
	 	 	 
	 	 	 	 
	 	 	(B) Successor NUE
	 	 	25	 
	 	 	 
	 	 	 	 
	 	 	(C) Qualifications of the NUE
	 	 	26	 
	 	 	 
	 	 	 	 
	 	 	(D) Engagement of the NUE
	 	 	26	 
	 	 	 
	 	 	 	 
	 	 	(E) NUE Start Date
	 	 	27	 
	 	 	 
	 	 	 	 
	 	 	(G) Unavailability of NUE
	 	 	27	 
	 	 	 
	 	 	 	 
	 	 	(6) Performance of NUE Process
	 	 	28	 
	 	 	 
	 	 	 	 
	 	 	(A) PTRS Applicants other than Contractor or Affiliates of Contractor
	 	 	28	 
	 	 	 
	 	 	 	 
	 	 	(i) Delivery of Information for Permitted Use Review
	 	 	28	 
	 	 	 
	 	 	 	 
	 	 	(ii) Permitted Use Review and New User Findings Report
	 	 	28	 
	 	 	 
	 	 	 	 
	 	 	(I) Time Periods
	 	 	28	 
	 	 	 
	 	 	 	 
	 	 	(II) Required Findings Statement and Explanation
	 	 	28	 
	 	 	 
	 	 	 	 
	 	 	(iii)Action Following Issuance of, or Failure to Timely Issue, New User Findings Report
	 	 	29	 
	 	 	 
	 	 	 	 
	 	 	(B) Contractor User Services
	 	 	30	 
	 	 	 
	 	 	 	 
	 	 	(i) Delivery of Information for NUE Reviews of Existing User Services and New User
Services
	 	 	30	 
	 	 	 
	 	 	 	 
	 	 	(I) Upon Commencement of NUE Process
	 	 	30	 
	 	 	 
	 	 	 	 
	 	 	(II) Prior to Commercial Launch
	 	 	30	 
	 	 	 
	 	 	 	 
	 	 	(III)Annually or After Affiliation Event
	 	 	31	 
	 	 	 
	 	 	 	 
	 	 	(IV) Resubmissions of New User Applications
	 	 	31	 
	 	 	 
	 	 	 	 
	 	 	(ii) Specific NUE Reviews and Administrator User Service Findings Report
	 	 	32	 
	 	 	 
	 	 	 	 
	 	 	(I) Time Periods
	 	 	32	 
	 	 	 
	 	 	 	 
	 	 	(II) Required Findings Statement and Explanation
	 	 	32	 
	 	 	 
	 	 	 	 
	 	 	(aa) Cumulative Findings
	 	 	33	 
	 	 	 
	 	 	 	 
	 	 	(bb) Separate Findings
	 	 	33	 
	 	 	 
	 	 	 	 
	 	 	(cc) Required Explanation
	 	 	36	 
	 	 	 
	 	 	 	 
	 	 	(iii) Action Following Issuance of, or Failure to Timely Issue, an Administrator
User Service Findings Report
	 	 	37	 
	 	 	 
	 	 	 	 
	 	 	(I) New User Services
	 	 	37	 
	 	 	 
	 	 	 	 
	 	 	(II) Existing User Services and Acquired User Services
	 	 	38	 
	 	 	 
	 	 	 	 
	 	 	(C) Misuse Allegation
	 	 	39	 
	 	 	 
	 	 	 	 
	 	 	(i) Definition
	 	 	39	 
	 	 	 
	 	 	 	 
	 	 	(ii) Circumstance
	 	 	40	 






CONFIDENTIAL





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Amendment No. 62 (NE)





			
	SOW:	 	     þ No

     o Yes







	 	 	 	 	 	 	 
	 	 	(iii) Specific NUE Reviews and Misuse Allegation Findings Report
	 	 	40	 
	 	 	 
	 	 	 	 
	 	 	(I) Time Periods
	 	 	40	 
	 	 	 
	 	 	 	 
	 	 	(II) Required Findings Statement and Explanation
	 	 	41	 
	 	 	 
	 	 	 	 
	 	 	(aa) Cumulative Findings
	 	 	41	 
	 	 	 
	 	 	 	 
	 	 	(AA) PTRS and Service Provider Users
	 	 	41	 
	 	 	 
	 	 	 	 
	 	 	(BB) User Services of Contractor and Affiliates of Contractor
	 	 	41	 
	 	 	 
	 	 	 	 
	 	 	(bb) Separate Findings
	 	 	42	 
	 	 	 
	 	 	 	 
	 	 	(cc) Required Explanation
	 	 	45	 
	 	 	 
	 	 	 	 
	 	 	(iv) Action Following Issuance of Misuse Allegation Findings Report
	 	 	45	 
	 	 	 
	 	 	 	 
	 	 	(I) PTRS and Service Provider Misuse Allegation Findings Reports
	 	 	45	 
	 	 	 
	 	 	 	 
	 	 	(II) Contractor and Affiliates of Contractor Misuse Allegation Findings Reports
	 	 	46	 
	 	 	 
	 	 	 	 
	 	 	(7) Evidence of Satisfaction
	 	 	48	 
	 	 	 
	 	 	 	 
	 	 	(A) Permitted Use Requirement
	 	 	48	 
	 	 	 
	 	 	 	 
	 	 	(B) Data Provisioning Requirement
	 	 	48	 
	 	 	 
	 	 	 	 
	 	 	(i) Content Requirement
	 	 	48	 
	 	 	 
	 	 	 	 
	 	 	(ii) Access Requirement
	 	 	49	 
	 	 	 
	 	 	 	 
	 	 	(C) Pricing Requirement
	 	 	49	 
	 	 	 
	 	 	 	 
	 	 	(D) Payment Requirement
	 	 	50	 
	 	 	 
	 	 	 	 
	 	 	(E) Customer Interaction with New User Evaluator
	 	 	50	 
	 	 	 
	 	 	 	 
	 	 	(d) Appeal and Dispute Resolution Processes and Procedures
	 	 	51	 
	 	 	 
	 	 	 	 
	 	 	(1) Generally
	 	 	51	 
	 	 	 
	 	 	 	 
	 	 	(2) Appeals Regarding New User Findings Report
	 	 	51	 
	 	 	 
	 	 	 	 
	 	 	(A) Customer Evaluation
	 	 	51	 
	 	 	 
	 	 	 	 
	 	 	(i) Initiation of a Customer Evaluation
	 	 	51	 
	 	 	 
	 	 	 	 
	 	 	(ii) Conduct of a Customer Evaluation
	 	 	52	 
	 	 	 
	 	 	 	 
	 	 	(iii) Consequences of and Further Rights With Respect to the Customer’s New User
Findings Report
	 	 	52	 
	 	 	 
	 	 	 	 
	 	 	(I) Original Affirmative Permitted Use Finding in NUE’s New User Findings Report
	 	 	52	 
	 	 	 
	 	 	 	 
	 	 	(II) Original Negative Permitted Use Finding in NUE’s New User Findings Report
	 	 	53	 
	 	 	 
	 	 	 	 
	 	 	(III) Original Indeterminate Permitted Use Finding in NUE’s New User Findings
Report or Failure Timely to Issue a Findings Report
	 	 	54	 
	 	 	 
	 	 	 	 
	 	 	(IV) Effect if No Arbitration
	 	 	54	 
	 	 	 
	 	 	 	 
	 	 	(B) Arbitration
	 	 	54	 
	 	 	 
	 	 	 	 
	 	 	(3) Appeals Regarding an Administrator User Service Findings Report
	 	 	55	 
	 	 	 
	 	 	 	 
	 	 	(A) Customer Evaluation
	 	 	55	 
	 	 	 
	 	 	 	 
	 	 	(i) Initiation of a Customer Evaluation
	 	 	55	 
	 	 	 
	 	 	 	 
	 	 	(ii) Conduct of a Customer Evaluation
	 	 	56	 
	 	 	 
	 	 	 	 
	 	 	(iii) Consequences of and Further Rights With to the Customer’s Administrator
User Service Findings Report
	 	 	56	 
	 	 	 
	 	 	 	 
	 	 	(I) Original Affirmative Administrator User Service Finding in NUE’s
Administrator User Services Finding Report
	 	 	56	 
	 	 	 
	 	 	 	 
	 	 	(II) Original Negative Administrator User Service Finding in
NUE’s Administrator User Service Findings Report
	 	 	57	 





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Amendment No. 62 (NE)





			
	SOW:	 	     þ No

     o Yes







	 	 	 	 	 	 	 
	 	 	(III) Original Indeterminate Administrator User Service Finding in NUE’s
Administrator User Service Findings Report or Failure to Timely
Issue a Findings Report
	 	 	58	 
	 	 	 
	 	 	 	 
	 	 	(IV) Effect if No Arbitration
	 	 	58	 
	 	 	 
	 	 	 	 
	 	 	(B) Arbitration
	 	 	58	 
	 	 	 
	 	 	 	 
	 	 	(4) Appeals Protests Regarding Misuse Allegation Findings Report
	 	 	59	 
	 	 	 
	 	 	 	 
	 	 	(A) PTRS and Service Provider Misuse Allegation Findings Reports
	 	 	59	 
	 	 	 
	 	 	 	 
	 	 	(i) Customer Evaluation
	 	 	59	 
	 	 	 
	 	 	 	 
	 	 	(I) Initiation of a Customer Evaluation
	 	 	59	 
	 	 	 
	 	 	 	 
	 	 	(II) Conduct of a Customer Evaluation
	 	 	60	 
	 	 	 
	 	 	 	 
	 	 	(III) Consequences of and Further Rights With Respect to the Customer’s Misuse
Allegation Findings Report
	 	 	60	 
	 	 	 
	 	 	 	 
	 	 	(aa) Original Affirmative Permitted Use Finding in NUE’s Misuse Allegation
Findings Report
	 	 	61	 
	 	 	 
	 	 	 	 
	 	 	(bb) Original Negative PTRS or Service Provider Permitted Use Finding in
NUE’s Misuse Allegation Findings Report
	 	 	61	 
	 	 	 
	 	 	 	 
	 	 	(cc) Original Indeterminate PTRS or Service Provider Permitted Use
Finding in NUE’s Misuse Allegation Findings Report or Failure
Timely to Issue a Findings Report
	 	 	62	 
	 	 	 
	 	 	 	 
	 	 	(IV) Effect if No Arbitration
	 	 	63	 
	 	 	 
	 	 	 	 
	 	 	(ii) Arbitration
	 	 	63	 
	 	 	 
	 	 	 	 
	 	 	(B) Contractor and Affiliates of Contractor Misuse Allegation Findings Report
	 	 	63	 
	 	 	 
	 	 	 	 
	 	 	(i) Customer Evaluation
	 	 	63	 
	 	 	 
	 	 	 	 
	 	 	(I) Initiation of a Customer Evaluation
	 	 	63	 
	 	 	 
	 	 	 	 
	 	 	(II) Conduct of a Customer Evaluation
	 	 	64	 
	 	 	 
	 	 	 	 
	 	 	(III) Consequences of and Further Rights With Respect to the Customer’s Misuse
Allegation Findings Report
	 	 	65	 
	 	 	 
	 	 	 	 
	 	 	(aa) Original Affirmative Administrator User Service Finding in NUE’s Misuse
Allegation Findings Report
	 	 	65	 
	 	 	 
	 	 	 	 
	 	 	(bb) Original Negative Administrator User Service Finding in NUE’s Misuse
Allegation Findings Report
	 	 	65	 
	 	 	 
	 	 	 	 
	 	 	(cc) Original Indeterminate Administrator User Service Finding in NUE’s Misuse
Allegation Findings Report or Failure to Timely Issue a Findings Report
	 	 	66	 
	 	 	 
	 	 	 	 
	 	 	(IV) Effect if No Arbitration
	 	 	67	 
	 	 	 
	 	 	 	 
	 	 	(ii) Arbitration
	 	 	67	 
	 	 	 
	 	 	 	 
	 	 	(e) Methods and Procedures
	 	 	67	 
	 	 	 
	 	 	 	 
	 	 	(1) NUE M&P
	 	 	67	 
	 	 	 
	 	 	 	 
	 	 	(2) New User Application M&P
	 	 	67	 
	 	 	 
	 	 	 	 
	 	 	(f) Customer’s Standard
	 	 	68	 
	 	 	 
	 	 	 	 
	 	 	(g) Use of Findings Reports
	 	 	68	 
	 	 	 
	 	 	 	 
	 	 	(h) New User Application
	 	 	68	 
	 	 	 
	 	 	 	 
	10.	 	ACKNOWLEDGMENT
	 	 	69	 
	 	 	 
	 	 	 	 
	11.	 	NOTICES
	 	 	69	 
	 	 	 
	 	 	 	 
	12.	 	MISCELLANEOUS
	 	 	70	 






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	Amendment No. 62 (NE)
	SOW:

	 	þ No
	 

	 	o Yes






AMENDMENT NO. 62

UNDER CONTRACTOR SERVICES AGREEMENT

FOR NUMBER PORTABILITY ADMINISTRATION CENTER/SERVICE

MANAGEMENT SYSTEM




Clarifications on Qualifying as a User and Use of User Data




1.    PARTIES



This Amendment No. 62 (this “Amendment”) is entered into pursuant to Article 30 of, and upon
execution shall be a part of, the Contractor Services Agreement for Number Portability
Administration Center/Service Management System, as amended and in effect immediately prior to the
Amendment Effective Date (such agreement for this Service Area referred to individually as the
“Master Agreement” and collectively as the “Master Agreements”), by and between NeuStar, Inc., a
Delaware corporation (“Contractor”), and the North American Portability Management LLC, a Delaware
limited liability company (the “Customer”), as the successor in interest to and on behalf of the
Northeast Carrier Acquisition Company, LLC (the “Subscribing Customer”).




2.    EFFECTIVE DATE; TERM; AND DEFINED TERMS




2.1   Effective Date and Term



This Amendment shall be effective as of the last date of execution below (the “Amendment Effective
Date”), conditioned upon execution of a separate Amendment by Contractor and Customer, on behalf of
all the limited liability companies listed below for the separate United States Service Areas (the
“Subscribing Customers”) for and applicable with respect to each United States Service Area and
shall continue in full force and effect coterminous with the Master Agreement, except as set forth
in Section 2.2 below.





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





2.2   Limited Termination



Either Party may terminate this Amendment by following the requirements set forth in this Section
2.2. If the NUE Start Date has not yet occurred (in accordance with new Section 4.2(c)(6)(E) of the
Master Agreement, as amended by this Amendment), either Party may provide written notice to the
other no earlier than ninety (90) Business Days after the Amendment Effective Date and no later
than one hundred (100) Business Days after the Amendment Effective Date of its intent to terminate
this Amendment. If after ten(10) Business




CONFIDENTIAL




Page 6









 








	 	 	 
	Amendment No. 62 (NE)
	SOW:

	 	þ No
	 

	 	o Yes






Days after receipt of such notice, the NUE Start Date has not commenced, then the Party providing
the notice may terminate this Amendment by providing the other Party with written notice no later
than ten (10) Business Days after the expiration of the aforementioned ten-Business Day period. If
the Party with the right to terminate this Amendment fails to provide written notice of the
termination of this Amendment by the time period provided hereunder, then the right to terminate
hereunder shall be tolled for fifty (50) Business Days, after which, if the NUE Start Date has not
yet commenced, then this Amendment shall terminate after the expiration of the aforementioned fifty
(50) Business Day period. If this Amendment is terminated as set forth in the preceding sentence,
the Parties agree and acknowledge that the agreements and acknowledgements set forth in Section 5
of this Amendment shall nonetheless continue in full force and effect and be applicable.



2.3   Defined Terms 




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.    LIMITED REVIEW AND CAP




No later than ninety (90) calendar days prior to the expiration of each NUE Term (as defined in
Section 4.2(c)(5)(D)(ii) of the Master Agreement, as amended by this Amendment), the Parties shall
meet and complete an evaluation of the NUE Process (as defined in Section 4.2(c) of the Master
Agreement, as amended by this Amendment) and review the performance of the NUE (as defined in
Section 4.2(b)(1) of the Master Agreement, as amended by this Amendment). Contractor shall make
available the NUE for participation in such an evaluation and review. Notwithstanding anything
herein to the contrary, Contractor’s cost for making the NUE available to the Customer for any and
all permitted purposes set forth in this Article 3 and for purposes of any audit or inspection
right set forth in Section 4.2 of the Master Agreement, as amended by this Amendment, shall not
exceed in the aggregate thirty (30) billable man-hours in any one NUE Term period (as defined in
Section 4.2(c)(5)(D)(ii) of the Master Agreement, as amended by this Amendment) with respect to all
Subscribing Customers.



4.    SINGLE NUE PROCESS




Because the Parties intend for the NUE Process to be implemented by Contractor in an efficient
manner, and because the NUE Process required to be implemented by Section 4.2 of the Master
Agreement, as introduced by this Amendment, is being provided to all the Subscribing Customers set
forth in Section 2.1 above, the NUE Process shall be implemented, to the fullest extent possible,
and without in any way implying that the Master Agreements are consolidated or merged in any way,
as a single NUE Process on behalf of all Subscribing Customers, taking into consideration any
differences that may exist in the future in the requirements of the NUE Process as implemented in
the various Service Areas. For purposes of this Article 4, the Parties shall be guided by a
reasonableness standard.



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Page 7









 








	 	 	 
	Amendment No. 62 (NE)
	SOW:

	 	þ No
	 

	 	o Yes






5.    CONSIDERATION RECITAL




Customer and Contractor have disagreed on whether Contractor can be a User pursuant to the Master
Agreement, and if so, how and under what procedures and processes Contractor can be a User (the
“Dispute”). After extended good faith discussions, deliberations and negotiations, Contractor and
Customer have determined that it is in their respective best interests to resolve the Dispute by
agreement, and, accordingly, 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, 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 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 and amendments to the Master Agreement made herein and that no other consideration,
express or implied, was involved in such compromise and settlement of the Dispute.



Although, both Parties intend to and will adhere to this Amendment during all times it is in effect
and will not take a position contrary to this Amendment during all such times it is in effect, both
Parties expressly and explicitly state that this Amendment is the result of the Parties’ of the
Dispute, and if terminated in any way, nothing contained in this Amendment is intended to
constitute, nor shall it be implied to constitute, an acceptance or acknowledgment of, or
acquiescence to, the contentions or positions of the other Party regarding the Dispute. Further, if
this Amendment is terminated in any way, nothing contained in this Amendment is intended, nor shall
it be implied to constitute, any acknowledgment, acceptance or recognition with respect to any
alleged or actual activities or conduct of Contractor as a User pursuant to any User Agreement in
effect prior to the Amendment Effective Date, or to constitute evidence of reliance by any of the
Parties on the action or failure to act or forbearance to take action with respect to Contractor as
a User under any NPAC/SMS User Agreement prior to the Amendment Effective Date. The Parties
expressly and explicitly do not, by entering into this Amendment, waive, release or otherwise alter
or modify their rights or remedies with respect to such activities or conduct that occurred prior
to the Amendment Effective Date or thereafter, if this Amendment is not in effect or is no longer
in effect, for any reason, whether by expiration of its term, agreement of the Parties, or by
reason that it, or any portion of it, is held invalid or unenforceable, whether retroactively or
prospectively. Contractor expressly agrees and acknowledges that it knowingly assumes the risks and
consequences of proceeding with activities and conduct as a User pursuant to any NPAC/SMS User
Agreement, whether such User Agreement was in existence prior to the Amendment Effective Date or
comes into existence after the Amendment Effective Date, and Contractor further expressly agrees
and acknowledges that such activities and conduct could be



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Page 8









 








	 	 	 
	Amendment No. 62 (NE)
	SOW:

	 	þ No
	 

	 	o Yes






discontinued or terminated (in addition to termination as set forth in any User Agreement itself)
if this Amendment is not in effect or is no longer in effect, whether by expiration of its term,
agreement of the Parties, or by reason that it, or any portion of it, is held invalid or
unenforceable, whether retroactively or prospectively, without implying in any way that any such
discontinuation or termination of any NPAC/SMS User Agreement is required or possible merely
because this Amendment is no longer in effect, and that Contractor is not and has not relied on any
representations or warranties of any kind or nature regarding the validity or enforceability of
this Amendment. Further, the Parties expressly agree and acknowledge that nothing contained in this
Amendment is intended to limit, nor shall it be implied to constitute any limitation on, either the
obligations of the Contractor as a User under any User Agreement in effect at any time or on the
rights of the Customer under Section 18.3 of any User Agreement or any other provision of a User
Agreement whereby Contractor is a User or on the rights of the Customer under the Master Agreement.



6.    CLARIFICATIONS WITH RESPECT TO MASTER AGREEMENT




6.1   No Service Level Requirements, Benchmarking Process or Gateway Evaluation Process




For the avoidance of doubt, nothing in this Amendment is subject to any Service Level Requirements
under Article 8 of and Exhibit G to the Master Agreement, to any Benchmarking Process under Article
7 of the Master Agreement, or to the Gateway Evaluation Process under Article 32 of the Master
Agreement, and, therefore, no separate Service Levels, GEP Elements or Benchmarking Process are
hereby established with respect to anything required or agreed to pursuant to this Amendment.



6.2   Failure to Perform Material Obligations




Failure of Contractor to perform any of the material obligations set forth in this Amendment shall
be subject to the requirements under Section 16.5 of the Master Agreement. For the avoidance of
doubt, with respect solely to a breach by Contractor acting as a User with respect to obligations
or requirements set forth in an NPAC/SMS User Agreement, including but not limited to compliance
with provisions setting forth permitted use of and restrictions on the use of User Data under
Section 7.6 of the NPAC/SMS User Agreement, whether or not such permitted use or restrictions are
clarified hereunder, a breach of such obligations or requirements shall constitute a breach only
under Section 10.1 of the relevant NPAC/SMS User Agreement and shall give rise to remedies under
and with respect to such NPAC/SMS User Agreement, and not a failure to perform a material
obligation of the Master Agreement for purposes of determining whether Contractor has committed a
Default under Section 16.5 of the Master Agreement.



7.    APPLICABLE DOCUMENTS




The following internal documents are applicable to this Amendment:



	 	 	 
	None

	 	Functional Requirements Specifications
	None

	 	Requirements Traceability Matrix
	None

	 	System Design






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	None

	 	Detailed Design
	None

	 	Integration Test Plan
	None

	 	System Test Plan
	None

	 	NPAC Software Development Process Plan
	None

	 	User Documentation






8.    IMPACTS ON MASTER AGREEMENT




The Master Agreement is impacted by this Amendment as follows:



	 	 	 
	þ

	 	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 M Software Escrow Agreement
	None

	 	Exhibit O Intermodal Ported TN Identification Service Agreement
	None

	 	Exhibit P LEAP Service Agreement
	None

	 	Disaster Recovery
	None

	 	Back Up Plans
	None

	 	Gateway Evaluation Process (Article 32 of Master Agreement)






9.    MODIFICATION OF AND AMENDMENT TO THE MASTER AGREEMENT




The Master Agreement is hereby amended by deleting Section 4.2 in its entirety and replacing it
with the following as new Section 4.2:



“4.2 NPAC/SMS Users and User Agreements




(a) Exclusive Provisions Regarding Users Generally




Contractor shall provide Services with respect to a Service Area only upon satisfaction of all of
the following conditions:



     New User Application — Any individual, corporation, partnership, association, or entity
requesting Services from Contractor with respect to a Service Area shall be required to complete an
application for such Services with respect to that Service Area (the “New User Application” ), the
form of which is an attachment to Exhibit J — NPAC/SMS User Agreement Form. Any individual,
corporation, partnership, association, or entity that completes a New User Application shall be
considered an “Applicant” for purposes of this Agreement. Any such



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individual, corporation, partnership, association or entity that is not already a User with respect
to the Service Area for which it desires to obtain Services must complete a New User Application
for that Service Area, even if it is either an Applicant or a User in another United States Service
Area. The New User Application may be changed by the Parties pursuant to the process set forth in
Section 4.2(h) of this Agreement.



     Determination of Qualification — The Applicant has been affirmatively determined to qualify as
a User pursuant to this Section 4.2.



     Execution of a User Agreement — The Applicant has executed an NPAC/SMS User Agreement with
respect to a Service Area (referred to herein either as an “NPAC/SMS User Agreement” or as a “User
Agreement” ) that is in effect at all times Services are provided and is in exactly the form
attached to this Agreement as Exhibit J — NPAC/SMS User Agreement Form.



Contractor shall not provide Services with respect to the Service Area to any individual,
corporation, partnership, association, or entity, even if such individual, corporation,
partnership, association, or entity qualifies as a User, unless a User Agreement is executed and in
effect at all such times Services are provided. Contractor shall provide a monthly report to
Customer of the name and address of all Users on the last day of the preceding month, which report
shall set forth in a separate section all new Users since the last such report. Contractor shall
also provide a copy of this report to any requesting User at no additional charge.



(b)   Categorization of Applicants and Evaluation of New User Applications




       (1) Categorization of Applicants



Based solely upon the New User Application, Contractor shall categorize each Applicant for purposes
of further consideration of the New User Application, as set forth in a New User M&P (as that term
is defined in Section 4.2(e)(1)) as (A) a Service Provider, (B) a provider of
telecommunications-related services (“PTRS”), or (C) “other,” which for purposes of this Section
4.2 shall refer to any Applicant that is not identified in the New User Application as either a
Service Provider or a PTRS. An Applicant may not be categorized as more than one of (A), (B), or
(C) above in any single New User Application, but may submit separate New User Applications in
order to qualify under more than one category.



If an Applicant is categorized as a Service Provider, Contractor shall process the New User
Application pursuant to a New User Application M&P, and Contractor determine if the Applicant is a
Service Provider and qualifies as a User pursuant to Section 4.2(b)(2)(A) and Section 4.2(b)(2)(B)
and using the definitions set forth in Section 4.2(b)(2)(D). If the Applicant is categorized as a
PTRS, then Contractor shall refer the New User Application (and all supporting documentation and
substantiation required under the NUE Process M&P) to the New User Evaluator (“NUE”) for further
consideration of the New User Application in accordance with the process and procedures set forth
in Section 4.2(c). If the Applicant is classified as “other,” then Contractor shall contact the
Applicant to determine whether “other” is the correct



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categorization of the Applicant. If Contractor cannot determine that the Applicant’s category is
either a Service Provider or a PTRS, then Contractor shall refer the New User Application (and all
supporting documentation and substantiation required under any New User Application M&P) to the
Customer for further consideration.



     (2) Qualification as a User



          (A)   Qualification Generally



The determination of whether any Applicant qualifies for Services as a User shall be based upon a
good-faith, reasonable interpretation of the information provided by such Applicant pursuant to the
New User Application and the definition of “User” in this Agreement. Neither Contractor nor the NUE
shall have any obligation to investigate the accuracy of any information provided by an Applicant
in a New User Application, provided, however, that 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 shall take appropriate action, including, without limitation and, if
appropriate, terminating such User’s User Agreement or making a Misuse Allegation pursuant to
Section 4.2(c)(6)(C) of this Agreement. Membership in Customer is not a requirement or
qualification to be a User.



          (B)   Limited Referral to Customer



Notwithstanding anything in this Agreement to the contrary, if Contractor is unsure (1) whether an
Applicant categorized on the New User Application as a Service Provider falls within the definition
of “Service Provider” under Article 1 of this Agreement, or (2) if there is no NUE then acting,
whether an Applicant categorized on the New User Application as a PTRS, including Contractor, falls
within the definition of “User,” and more specifically, clause (ii)(a) of the definition of “User”
under Article 1 of this Agreement, then Contractor shall refer such application to Customer for its
decision on whether the Applicant qualifies as a User before entering into a User Agreement with
such Applicant.



          (C)   Contractor’s and Contractor Affiliate’s Qualification as a User



Contractor and an Affiliate of Contractor may qualify as a User and enter into a User Agreement as
a PTRS only upon completion of a New User Application and only with respect to each separate single
service or product offered (i) that in any way makes use of User Data, (ii) that is not considered
a Service under this Agreement, and (iii) for which Contractor is not compensated under Article 6
of this Agreement (a “User Service”). Whether Contractor or an Affiliate of Contractor qualifies as
a User shall be determined pursuant to the process and procedures set forth in this Section
4.2(b)(2) and documented in the NUE Process M&P, and the determination shall be made with respect
to every User Service and not merely upon an Applicant’s initial request to receive Services with
respect to the Service Area. In addition, during all times Contractor or an Affiliate of Contractor
is a User with respect to any User Service, Contractor or an Affiliate of Contractor shall submit a
separate request to the NUE pursuant to Section 4.2(c)(6)(B)(i) with respect to each additional
User Service and in connection with each User Service Material Modification for consideration and
determination pursuant to Section 4.2(b)(2)




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prior to the time each such additional User Service or User Service Material Modification may be
commercially launched (the term “commercially launched” shall have the meaning set forth in Section
4.2(c)(6)(B)(i)(II)). For purposes of the foregoing sentence, a User Service Material Modification
shall mean a proposed modification to a User Service that in good faith is reasonably considered to
constitute, or to result in or to cause, a material change or alternation (and not merely a minor,
small, or insignificant change) in any of the following: (a) the need to access any part of the
NPAC/SMS for the purpose of routing, rating, or billing calls, or performing network maintenance in
connection with providing telecommunications services, because the rating, routing, or billing of
calls or the performance of network maintenance is impacted by porting or pooling (as such terms
are defined below); or (b) the intended use or actual use of User Data with respect to whether such
use constitutes “commercial exploitation” of User Data (as defined below), including, but not
limited to a change to the content of the User Data obtained for and used in connection with the
User Service, the method, manner, mode and connectivity to the NPAC/SMS to obtain the User Data and
the pricing for the User Service; provided, however, that a change in branding of a User Service or
the bundling of a User Service with other services, including any other User Service(s), shall not
alone or by themselves be considered a User Service Material Modification.



For purposes of the foregoing, the term Contractor’s Affiliate or an Affiliate of Contractor shall
mean an individual, corporation, partnership, association or other entity that directly, or
indirectly through one or more intermediaries, controls, or is controlled by, or is under common
control with, the individual, corporation, partnership, association or other entity specified. For
purposes of the foregoing sentence, “control” of an entity and its derivatives shall mean the
possession, direct or indirect, of the power to direct or cause the direction of the management and
policies of the entity, whether through legal, beneficial or equitable ownership, directly or
indirectly, of the outstanding voting capital stock (or other ownership interest, if not a
corporation) of an entity, by contract or otherwise. An Affiliate of the Contractor shall also
include any User that is neither the Contractor nor an Affiliate of the Contractor but which
becomes either the Contractor or an Affiliate of the Contractor as a result of its acquisition by
or association with the Contractor or an Affiliate of the Contractor, and the event which results
in the User becoming either the Contractor or an Affiliate of the Contractor shall be referred to
as an “Affiliation Event”.



          (D)   Consideration of Use of User Data; Permitted Uses




	 	(i)	 	Source and Basis of Permitted Use Determination





In accordance with the definition of a User, User Data and Confidential Information under Article 1
of this Agreement and the restrictions set forth in Section 7.6 of the User Agreements, a User must
treat all User Data of other Users as Confidential Information of those other Users that provided
such User Data, and is restricted in its use of User Data. In addition to the other restrictions on
the use of User Data set forth in Section 7.6 of the User Agreement, User Data shall not be used by
any User other than for the purpose of routing, rating, or billing calls or performing network
maintenance in connection with providing or facilitating the provision of telecommunications
services. Accordingly, all considerations of New User Applications shall



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include a consideration to determine whether the need to access any part of the NPAC/SMS and the
intended use of User Data by the Applicant as specified in each New User Application complies with
the restrictions set forth in the User Agreement and is, therefore, permitted under this Agreement
and the User Agreement, so that the Applicant is considered to qualify as a User; provided,
however, that for the purpose of determining whether the Applicant qualifies as a User with respect
to the New User Application, certain terms and provisions in the User Agreement and this Agreement
are specifically and explicitly clarified in this Section 4.2(b)(2)(D).




	 	(ii)	 	Permitted Use Defined





All considerations of New User Applications and of Users upon a Misuse Allegation shall require a
determination whether Applicant has (a) a need to access any part of the NPAC/SMS (e.g., obtain or
supply User Data) (b) for the purpose of routing, rating, or billing calls, or performing network
maintenance in connection with providing telecommunications services (c) because the rating,
routing, or billing of calls or the performance of network maintenance is impacted by porting or
pooling and (d) the intended use or actual use of User Data by the Applicant or User does not
constitute “commercial exploitation of User Data (a “Permitted Use”). No Applicant shall be
determined to qualify as a User if the need to access any part of the NPAC/SMS and the intended use
of User Data, both as described in the Applicant’s New User Application, do not or cannot be
determined to be Permitted Uses.




	 	(iii)	 	Definitions Applicable to the Determination of a Permitted Use






For purposes of determining whether an Applicant or User’s alleged need to access any part of the
NPAC/SMS and intended use of User Data are Permitted Uses, the following definitions shall apply:





                         (I) The term “calls” means the transmission of information (video, pictures, audio [voice,
music], messages, text, data, or combinations of these) by use of a telephone number
(NPA-NXX-XXXX), which may include the transmission of signaling messages or the transmission of
provisioning data associated with information sessions, subscribers, and network equipment and
devices (e.g., discovery, parameter negotiation, establishment, connection, maintenance,
disconnection, presence, location, authentication, billing, usage).



                         (II) The term “routing” calls means transporting calls. For purposes of this Section 4.2,
Internet addresses and naming protocols (URLs, URIs, IP addresses, etc.) shall be considered call
routing information so long as associated with a telephone number.



                         (III) The term “rating” calls means determining the applicable charge for calls.



                         (IV) The term “billing” calls means rendering a bill for calls.




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                         (V) The phrase “network maintenance in connection with providing telecommunications services”
means any activity or process undertaken to ensure that operational, administrative, compliance,
repair and other functions of the User, including without limitation those concerning systems,
databases used for telecommunications purposes, or networks, can be performed in an efficient,
timely, or accurate manner.1



                         (VI) The phrase “impacted by porting or pooling” means that an activity cannot be performed
satisfactorily without the use of User Data. For example, without the introduction of number
portability or pooling, the identity of the Service Provider serving a telephone number could be
determined reliably using just the publicly available information about that telephone number’s
NPA-NXX code. In a number portability or pooling environment, however, the use of User Data from
the NPAC is required to reliably identify the Service Provider serving the telephone number. As an
additional example, Service Providers may use the AltSPID parameter to identify a reseller serving
a telephone number. While that activity was not possible before the introduction of porting or
pooling, the use of User Data from the NPAC is required to accomplish the activity.



                         (VII) The phrase “for the purpose of” before the phrase “routing, rating, or billing calls, or
performing network maintenance in connection with providing telecommunications services” does not
require that an Applicant or User perform the “routing,” “rating,” “billing” or “network
maintenance in connection with providing telecommunications services”; but in that situation it
does require that the intended use of User Data by the Applicant or User must be for the purpose of
facilitating “routing, rating, or billing calls” by another, or for the purpose of facilitating the
performance of “network maintenance in connection with providing telecommunications services” by
another.



                         (VIII) The phrase “commercial exploitation of User Data” means the use of User Data for the
sole, exclusive or principal purpose of, or having a material purpose of, marketing
telecommunications services to end users and consumers of telecommunications services or
identifying those end users and consumers of telecommunications services and obtaining or retaining
them as customers, provided, however, that access to the NPAC/SMS and use of User Data shall not
constitute “commercial exploitation of User Data” merely because a





 




			
	1	 	Network Maintenance is intended to be interpreted broadly, and includes, by way of
illustration and not limitation, the following:
	 
	•	 	Using the activation broadcast to determine when systems (such as LIDB, CNAM, Voice
Mailbox, PSTN or other switching device, etc.) may be updated to reflect loss or gain of
a customer.
	 
	•	 	Using the User Data to determine current SP to verify that a telephone number can be
ported from a current SP before programming a system to anticipate port-in of the number.
	 
	•	 	Using the User Data to determine a TN’s current SP to determine whether to take a
trouble report or to comply a legal request.
	 
	•	 	Using the User Data to determine appropriate call routing translations.
	 
	•	 	Using the User Data to administer a telephone number assignment system.
	 
	•	 	Using the User Data to administer an inter-carrier billing system.
	 
	•	 	Using the User Data to allow operator services system to determine whether a call may
be alternate billed (i.e., to identify serving carrier to determine whether contract is
in place).
	 
	•	 	Using the User Data to administer databases used for network maintenance purposes.





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charge or fee is associated with a service that uses or discloses User Data or because an economic
benefit is derived from the provision of such service. The foregoing shall also apply in connection
with the interpretation of the phrase “commercially exploited” for purposes of Section 7.6(d) of
the User Agreement for all Users.




	 	(iv)	 	Data Derived, Translated, or Transformed from User Data or Merged with User
Data





For purposes of determining whether User Data is or will be used only for Permitted Uses, and in
applying and interpreting the restrictions in Section 7.6 of the User Agreement for that purpose,
the following shall apply:



                         (I) A User may provide User Data without change directly to another User (including, for
example, under a service bureau relationship) and may provide to another User data derived,
translated, or transformed from User Data or merged with data that is not User Data but which
contains and includes User Data, but only for the purpose of routing, rating, or billing calls, or
performing network maintenance in connection with providing telecommunications services because the
rating, routing, or billing of calls or the performance of network maintenance is impacted by
porting or pooling, and the intended use of User Data by the User providing it to the other User
and the intended use by the recipient User does not constitute “commercial exploitation” of User
Data.



                         (II) A User may provide to a Third Party, that is not a User, data derived, translated, or
transformed from User Data or merged with data that is User Data or is derived from User Data only
if, after such derivation, translation, transformation, or merger, no User Data is contained in,
disclosed, made available, transferred, or otherwise provided to the Third Party.




	 	(v)	 	Clarifications to LSMS Restriction





For purposes of determining whether User Data is or will be used only for Permitted Uses, and in
applying and interpreting the restrictions in Section 7.6 of the User Agreement for that purpose,
the restriction in Section 7.6(c) of the User Agreement is clarified as set forth in this Section
4.2(b)(2)(D)(v). The restriction in Section 7.6(c) of the User Agreement, concerning a User’s
providing User Data to a subtending LSMS, was intended to assure the spread of NPAC charges across
as many entities as possible, and to avoid a situation where in offering to provide User Data to
other carriers, a carrier thereby reduced the quantity of carriers directly connected to the NPAC,
and thus increased the share of NPAC charges paid by each of the remaining directly connected
carriers. The issuance of In the Matter of Telephone Number Portability, Third Report & Order, FCC
98-82, CC Docket No. 95-116 (Rel. May 12, 1998) (the “Cost Recovery Order”), which requires the
allocation of charges relative to each User’s share of end-user telecommunications revenues,
irrespective of whether a User is directly connected to NPAC, renders obsolete the prohibition set
forth in Section 7.6(c).




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	 	(E)	 	Continued Qualification as a User and Continued Permitted Uses of User
Data





A User must at all times it is receiving Services continue to qualify as a User under the terms of
this Agreement and the User Agreement. In the event of a Misuse Allegation (as defined in Section
4.2(c)(6)(C)(i) below), the provisions of Section 4.2(c)(6)(C) shall apply.



(c)   New User Evaluator Process



As required by Section 4.2(b)(1), for every Applicant categorized as a Service Provider, Contractor
shall determine if the Applicant qualifies as a User, and Contractor will otherwise process the New
User Application of each such Applicant categorized as a Service Provider; however, for every
Applicant categorized as a PTRS, including Contractor and every Affiliate of Contractor, and for
every User for which the Contractor has received a Misuse Allegation (as defined below in Section
4.2(c)(6)(C)(i)), Contractor shall cause the performance by the NUE of the duties and functions set
forth in this Section 4.2(c) (collectively referred to as the “NUE Process”).



     (1) Overview of the NUE and the NUE Process



Pursuant to this Agreement and the NUE Process M&P and subject to the dispute resolution rights set
forth in Section 4.2(d) with respect to the specific NUE Findings Reports defined below in this
Section 4.2(c)(3), the NUE shall engage in the NUE Process and, depending on how a matter is
referred to it, the NUE shall perform one or more of the following four separate reviews, each as
defined herein: a “Permitted Use Review,” a “Data Provisioning Review,” a “Pricing Review,” and a
“Payment Review” (each individually referred to as an “NUE Review” and all collectively referred to
as “NUE Reviews”). Depending on how a matter is referred to it and which NUE Review is, or which
combination of the NUE Reviews are, accomplished, the NUE shall then render one of the following
three separate reports, each as defined herein: a “New User Findings Report,” an “Administrator
User Service Findings Report,” or a “Misuse Allegation Findings Report” (each individually referred
to as a “Findings Report” and all collectively referred to as “Findings Reports”).



     (2) Scope and Timing of NUE Reviews



The following describes the requirements applicable to each of the NUE Reviews.



          (A)   Permitted Use Review



A “Permitted Use Review” shall consist solely of a review to determine if an Applicant’s or User’s
need to access any part of the NPAC/SMS and the intended or actual use or uses of User Data
constitute a Permitted Use in the following circumstances (the “Permitted Use Requirement”):




(i) whether an Applicant categorized as a PTRS qualifies for Services as a
User based upon whether the need to access any part of the NPAC/SMS and the
initial, intended use or uses of User Data disclosed in the New



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User Application of that Applicant constitutes or constitute a Permitted Use;




(ii) whether, prior to the commercial launch of each New User Service (as that term
is defined in Section 4.2(c)(6)(B)(i)(II) below) of the Contractor or an Affiliate
of the Contractor, the Contractor or the Contractor’s Affiliate qualifies for
Services as a User solely with respect to whether the need to access any part of
the NPAC/SMS and the intended use of User Data with respect to that specific New
User Service disclosed in Contractor’s or an Affiliate of Contractor’s New User
Application for that specific New User Service constitutes a Permitted Use;




(iii) whether, immediately upon implementation of the NUE Process, the Contractor
or the Contractor’s Affiliate qualifies for Services as a User solely with respect
to whether the need to access any part of the NPAC/SMS and the specific intended
use or uses of User Data for with respect to each specific Existing User Service
(as that term is defined in Section 4.2(c)(6)(B)(i)(I) below) disclosed in
Contractor’s or an Affiliate’s of Contractor’s New User Application for each
Existing User Service constitutes a Permitted Use; and




(iv) whether a User with respect to which a Misuse Allegation has been received
continues to qualify for Services as User because its actual need to access any
part of the NPAC/SMS and the actual use of use or uses of User Data disclosed or
discovered as a result of the Misuse Allegation constitutes a Permitted Use.



The NUE shall only consider those New User Applications referred to it by the Contractor, Current
User Services Lists and Acquired User Services Lists supplied by Contractor, and those Misuse
Allegations referred to it by the Contractor; it shall not solicit New User Applications or Misuse
Allegations itself, nor shall it receive New User Applications directly from any Applicants or
Misuse Allegations directly from Third Parties or Customer. The NUE also shall not communicate its
decisions or findings or otherwise provide notice to any Applicant or otherwise communicate in any
manner directly with an Applicant that is not the Contractor, except for communications with the
Contractor as the Contractor under the Master Agreement. In performing the Permitted Use Review the
NUE shall not conduct any review or evaluation other than for the purposes set forth in this
Section 4.2(c)(2)(A) nor rely upon anything not specified in Section 4.2(c)(7)(A) below; the NUE
shall only issue the specific Findings Report set forth in Section 4.2(c)(3) below with respect to
the Permitted Use Review conducted and the relevant Applicant or User.



          (B)   Data Provisioning Review



A “Data Provisioning Review” shall consist solely of a review of the Content Requirement and the
Access Requirement, each as defined below in the following paragraphs to determine whether both
have been satisfied with respect to each User Service of the Contractor and each




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User Service of each Affiliate of the Contractor in only the following circumstances (referred to
individually as a “Data Provisioning Requirement, or collectively the “Data Provisioning
Requirements”):




(i) prior to the commercial launch of each New User Service of the Contractor or an
Affiliate of the Contractor for each such New User Service;




(ii) immediately upon implementation of the NUE Process for each specific Existing
User Service of the Contractor or of an Affiliate of the Contractor;




(iii) annually, as required under Section 4.2(c)(6)(B)(i)(III) below, with respect
to all User Services of Contractor and Affiliates of Contractor; and




(iv) immediately upon a Misuse Allegation, if the Misuse Allegation expressly
alleges a violation of the any of the Data Provisioning Requirements.



For purposes of the Data Provisioning Review, the following definitions shall solely apply to and
govern each respective Data Provisioning Requirement:




Content Requirement — The content of User Data obtained for and used in connection
with the User Service, including but not limited to its form and character, the
fields included therein, and the manner in which it can be read is exactly the same
as is available to all other Users under the terms of the User Agreement (the
“Content Requirement”).




Access Requirement — The method, manner, mode, and connectivity to the NPAC/SMS to
obtain the User Data obtained for and used in connection with the User Service are
exactly the same as are available to all other Users under the terms of the User
Agreement below (the “Access Requirement”).



The NUE shall only consider those New User Applications referred to it by the Contractor, Current
User Services Lists and Acquired User Services Lists supplied by Contractor, and those Misuse
Allegations referred to it by the Contractor; it shall not solicit New User Applications or Misuse
Allegations itself, nor shall it receive New User Applications directly from any Applicants or
Misuse Allegations directly from Third Parties. The NUE also shall not communicate its decisions or
findings or otherwise provide notice to any Applicant or otherwise communicate in any manner
directly with an Applicant. In performing the Data Provisioning Review, the NUE shall not conduct
any review or evaluation other than for the purposes set forth in this Section 4.2(c)(2)(B) nor
rely upon anything not specified in Section 4.2(c)(7)(B) below; the NUE shall only issue the
specific Findings Report set forth in Section 4.2(c)(3) below with respect to the relevant Data
Provisioning Review conducted and the relevant Applicant or User.




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(C)   Pricing Review



A “Pricing Review” shall consist solely of a review of each written agreement between the
Contractor or an Affiliate of Contractor and a customer for the provision of a User Service of the
Contractor or an Affiliate of Contractor (such agreements, the “User Service Contracts”) to
determine whether both the Direct Test and the Indirect Test, as defined below in the following
paragraphs, have been satisfied with respect to each User Service of the Contractor and each User
Service of each Affiliate of the Contractor in only the following circumstances (referred to
individually as a “Pricing Requirement,” or collectively as the “Pricing Requirements”):




(i) prior to the commercial launch of each New User Service of the Contractor or an
Affiliate of the Contractor for each such New User Service;




(ii) immediately upon implementation of the NUE Process for each specific Existing
User Service of the Contractor or of an Affiliate of the Contractor;




(iii) annually, as required under Section 4.2(c)(6)(B)(i)(III) below, for each
specific Existing User Service of the Contractor or of an Affiliate of the
Contractor, which specifically shall include all New User Services of Contractor
and Affiliates of Contractor which were evaluated by the NUE and for which the New
User Service was approved;




(iv) within forty five (45) Business Days after an Affiliation Event with respect
to an Acquired User Service (as defined in Section 4.2(c)(3)(C))and




(v) immediately upon a Misuse Allegation, if the Misuse Allegation expressly
alleges a violation of the any of the Pricing Requirements.



For purposes of the Pricing Review, the following definitions shall solely apply to and govern each
respective Pricing Requirement:




Direct Test —No pricing term or condition set forth in a User Services Contract by
and between Contractor as a User and its customer for the provision of a User
Service to that customer, and no extension of any economic benefit to that customer
set forth in the User Service Contract, is expressed in the User Services Contract
as directly related to either (a) the number of TN Porting Events of such customer,
or (b) the allocated share of Service Element Charges under the Allocation Model
for such customer as an Allocated Payor for Services, or (c) any charges that have
been or are assessed or assessable under a User Agreement to or against such
customer who is also a User under a User Agreement (the “Direct Test”).




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Indirect Test —
 No pricing term or condition and no economic benefit is provided or
extended to a User Services customer with respect to a User Service that is not
incorporated in a written User Service Contract for that User Service to that
customer, and no pricing term and condition and no economic benefit provided or
extended to a User Service customer is related to either (a) the number of TN
Porting Events of such customer, or (b) the allocated share of Service Element
Charges under the Allocation Model for such customer as an Allocated Payor for
Services, or (c) any charges that have been or are assessed or assessable under a
User Agreement to or against such customer who is also a User under a User
Agreement (the “Indirect Test”).



Notwithstanding anything herein to the contrary, and by way of clarification, the following shall
not in any way be interpreted alone to cause or otherwise alone to result in a failure to satisfy
the Pricing Requirement:




	 	•	 	 the inclusion in a User Services Contract of commercial terms and
conditions, including pricing mechanisms such as the bundling of other products or
services offered by Contractor or Affiliates of Contractor which do not include
NPAC/SMS Services, access to the NPAC/SMS or User Data (whether or not a User
Service), or providing discounts associated with or related to User Service
transaction volumes, to a customer of a User Service;
	 
	 	•	 	the provision of a User Service that inherently results in TN Porting Events
(e.g., Service Order Administration, Local Service Request, etc.), if the Pricing
Requirement is otherwise satisfied; or
	 
	 	•	 	activity that merely results in “consequential” or “incidental” TN Porting
Events, if the Pricing Requirement is otherwise satisfied.





Notwithstanding anything in this Agreement to the contrary, and in addition to the requirements set
forth in Section 4.2(g), it is understood that the contents of User Services Contracts may be
confidential information with respect to Contractor’s customer or a customer of an Affiliate of
Contractor. Contractor and Affiliates of Contractor shall use commercially reasonable efforts to
cause its User Service Contracts to include provisions allowing for the disclosure of confidential
information for the purposes of the NUE; provided, however, that failure of Contractor or an
Affiliate of Contractor to cause the inclusion of such a provision in its User Service Contracts
shall not constitute a breach of a material obligation and shall not by itself be grounds to make
any negative finding of any kind. Furthermore, nothing in this Agreement shall be interpreted to
require the disclosure in any way of customer-identifiable information, price points, service
levels, or service level credits to Customer (or Subscribing Customer) for any reason, including
without limitation by way of a submission to the Project Executive Committee under Section
4.2(c)(5)(G), for the purpose of a Customer Evaluation under Section 4.2(d)(2)(A), or in any report
required or permitted to be issued hereunder; provided, however, that failure of the customer of
Contractor or an Affiliate of Contractor to provide consent under a User Services Contract to
disclose any confidential information under such a User Services Contract for the



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purpose of the NUE Process shall not constitute a breach of a material obligation and shall not by
itself be grounds to make any negative finding of any kind.



The NUE shall only consider those New User Applications referred to it by the Contractor, those
Current User Services Lists and Acquired User Services Lists supplied by Contractor , those
Acquired User Services Lists supplied by Contractor, and those Misuse Allegations referred to it by
the Contractor; it shall not solicit New User Applications or Misuse Allegations itself, nor shall
it receive New User Applications directly from any Applicants or Misuse Allegations directly from
Third Parties or Customer. The NUE also shall not communicate its decisions or findings or
otherwise provide notice to any Applicant or otherwise communicate in any manner directly with an
Applicant. In performing the Pricing Review, the NUE shall not conduct any review or evaluation
other than for the purposes set forth in this Section 4.2(c)(2)(C) nor rely upon anything not
specified in Section 4.2(c)(7)(C) below; the NUE shall only issue the specific Findings Report set
forth in Section 4.2(c)(3) below with respect to the relevant NUE Review conducted and the relevant
Applicant or User.



               (D)   Payment Review



The “Payment Review” shall consist solely of a review of each of the following occurrences (each
referred to individually as a “Payment Requirement” and collectively the “Payment Requirements”)
upon the implementation of the NUE Process, annually as required under Section 4.2(c)(8), and
immediately upon a Misuse Allegation, if the Misuse Allegation expressly alleges a violation of the
any of the Payment Requirements:




Invoice Requirement — the issuance of NPAC/SMS invoices to Contractor and each
Affiliate of Contractor that is a User to confirm that those NPAC/SMS invoices
contain all applicable charges under the User Agreement (the “Invoice
Requirement”); and




Actual Payment Requirement — full and timely payment or accounting treatment by
Contractor and each Affiliate of Contractor that is a User of NPAC/SMS invoices to
confirm that all applicable charges under the User Agreement were either timely
paid or recognized (the “Actual Payment Requirement”).



The NUE shall only consider those New User Applications referred to it by the Contractor, the
Current User Services Lists and Acquired User Services Lists supplied by Contractor, and those
Misuse Allegations referred to it by the Contractor; it shall not solicit New User Applications or
Misuse Allegations itself, nor shall it receive New User Applications directly from any Applicants
or Misuse Allegations directly from Third Parties or Customer. The NUE also shall not communicate
its decisions or findings or otherwise provide notice to any Applicant or otherwise communicate in
any manner directly with an Applicant. In performing the Payment Review, the NUE shall not conduct
any review or evaluation other than for the purposes set forth in this Section 4.2(c)(2)(D) nor
rely upon anything not specified in Section 4.2(c)(7)(D) below; the NUE shall only issue the
specific Findings Report set forth in Section 4.2(c)(3) below with respect to the relevant NUE
Review conducted and the relevant Applicant or User.




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      (3) Findings Reports Defined





	 	(A)	 	Contents of Each Findings Report




The contents of each Findings Report, including each specific statement of findings required to be
made by the NUE with respect to each specific, relevant NUE Review, is set forth below.





	 	(B)	 	New User Findings Report




A “New User Findings Report” shall be a report issued by the NUE following the completion of a
Permitted Use Review with respect to only the New User Application of an Applicant that is
categorized as a PTRS other than either the Contractor or an Affiliate of the Contractor. As set
forth in Section 4.2(c)(6)(A) of this Agreement, a New User Findings Report shall include both (i)
either an Affirmative Permitted Use Finding, a Negative Permitted Use Finding, or an Indeterminate
Permitted Use Finding, and (ii) a summary of the bases for foregoing. Section 4.2(c)(6)(A) also
sets forth the contents, timing and consequences of a New User Findings Report, including of each
of an Affirmative Permitted Use Finding, a Negative Permitted Use Finding, and an Indeterminate
Permitted Use Finding.





	 	(C)	 	Administrator User Service Findings Report




An “Administrator User Service Findings Report” shall be a report issued by the NUE following the
completion of a Permitted Use Review, a Provisioning Review, a Pricing Review, or a Payment Review
or of a combination of one or more of the foregoing NUE Reviews, with respect to a User Service of
the Contractor or an Affiliate of the Contractor. As set forth in Section 4.2(c)(6)(B) of this
Agreement, an Administrator User Service Findings Report shall include all of the following:




     (i) either an Affirmative Administrator User Service Finding, a Negative Administrator User
Service Finding, or an Indeterminate Administrator User Service Finding;



     (ii) as applicable, based upon which of the NUE Reviews was conducted, (aa) either an
Affirmative Permitted Use Finding, a Negative Permitted Use Finding, or an Indeterminate Permitted
Use Finding, (bb) either an Affirmative Data Provisioning Finding, a Negative Data Provisioning
Finding, or an Indeterminate Data Provisioning Finding, (cc) either an Affirmative Pricing Finding,
a Negative Pricing Finding, or an Indeterminate Pricing Finding, (dd) either an Affirmative Payment
Finding, a Negative Payment Finding, or an Indeterminate Payment Finding, and



     (iii) a summary of the basis for each of the foregoing. Section 4.2(c)(6)(B) also sets forth
the contents, timing and consequences of an Administrator User Service Findings Report, including
of each of an Affirmative Administrator User Service Finding, a Negative Administrator User Service
Finding, and an Indeterminate Administrator User Service Finding



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and of each of the other findings with respect to the applicable and relevant NUE Review conducted
by the NUE.



Notwithstanding the foregoing, with respect to an Affiliation Event involving a Third Party User,
within thirty (30) Business Days after the Affiliation Event, the Contractor shall provide to the
NUE and the Customer a list of all Acquired User Services offered by the Third Party User as of the
Affiliation Event and a description of all such Acquired User Services in a form that the User
Services would be described if offered by Contractor or an Affiliate of Contractor (hereinafter
such list shall be referred to as the “Acquired User Services List” and the User Services on the
Acquired User Services List shall be referred to as “Acquired User Services”). Notwithstanding
anything herein to the contrary, the NUE shall not perform any NUE Review with respect to any
Acquired User Services before the Affiliation Event, but a Pricing Review of each Acquired User
Service shall be conducted within forty five (45) Business Days after the Affiliation Event with
respect to that Acquired User Service, and, and thereafter, each Acquired User Service shall be
treated as an Existing User Service of the Contractor or an Affiliate of the Contractor and each
Acquired User Service shall be subject to a Misuse Allegation Review any time after the Affiliation
Event in accordance with Section 4.2(c)(6)(C)(iii).





	 	(D)	 	Misuse Allegation Findings Report




A “Misuse Allegation Findings Report” shall be a report issued by the NUE following the receipt of
a Misuse Allegation (as that term is defined in Section 4.2(c)(6)(C)(i) below) with respect to a
then-existing and named User. As set forth in Section 4.2(c)(6)(C) of this Agreement, a Misuse
Allegation Findings Report shall include the following:




     (i) with respect to a then-existing and named User other than the Contractor or an Affiliate
of the Contractor, but including a Service Provider, either an Affirmative Permitted Use Finding,
Negative Permitted Use Finding, or Indeterminate Permitted Use Finding,



     (ii) with respect to a User Service of the Contractor or an Affiliate of the Contractor, those
of the corresponding findings based upon which of the NUE Reviews was conducted as a result of the
applicable Misuse Allegation, (aa) either an Affirmative Permitted Use Finding, a Negative
Permitted Use Finding, or an Indeterminate Permitted Use Finding, (bb) either an Affirmative Data
Provisioning Finding, a Negative Data Provisioning Finding, or an Indeterminate Data Provisioning
Finding, (cc) either an Affirmative Pricing Finding, a Negative Pricing Finding, or an
Indeterminate Pricing Finding, and (dd) either an Affirmative Payment Finding, a Negative Payment
Finding, or an Indeterminate Payment Finding, and



     (iii) a summary of the bases for each of the foregoing. Section 4.2(c)(6)(C) also sets forth
the contents, timing and consequences of a Misuse Allegation Findings Report, including of each of
the findings with respect to the applicable and relevant NUE Review conducted by the NUE.



      (4) Limitations on NUE and NUE Process



The NUE shall not in any way “approve” an Applicant’s New User Application or otherwise admit or
qualify the Applicant as a User, terminate an existing User’s User Agreement, or




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disallow or terminate any Contractor User Service. The sole purpose of the NUE shall be to render
the appropriate Findings Reports and to deliver such Findings Reports in accordance with this
Agreement and the NUE Process M&P to the Contractor and the Customer.




      (5) Selection of the NUE





	 	(A)	 	Initial NUE and First Successor NUE




The Parties shall within two (2) Business Days after the last day of execution of the amendment to
this Agreement that first introduced this NUE Process, jointly agree in writing on the initial NUE
(the “Initial NUE”) and a first successor to the Initial NUE (the “First Successor NUE”), subject
the requirements set forth in this Section 4.2(c)(6)(C). If Parties fail to agree upon the
designation of the Initial NUE and the First Successor NUE on or before two (2) Business Days after
the last day of execution of the amendment to this Agreement that first introduced this NUE
Process, then without further notice of such failure and without any further consultation, the
Customer alone shall designate the Initial NUE and the First Successor NUE and such designations
shall become immediately effective, subject to the requirements of Section 4.2(f). So long as the
designations of the Initial NUE and the First Successor NUE do not violate Section 4.2(c)(6)(C),
there shall be no right of Contractor to object to or to seek an appeal of such designations under
this Agreement, any dispute resolution process or otherwise.





	 	(B)	 	Successor NUE




Contractor and Customer shall attempt jointly to select a successor NUE (a “Successor NUE”) if (i)
an NUE (A) is unable or unwilling to act as the NUE, (B) subsequently becomes unable or unwilling
to continue as the NUE, (C) provides notice to Contractor that it elects not to renew its
engagement as the NUE, or (D) is terminated under Section 4.2(c)(5)(D)(i) or Section
4.2(c)(5)(D)(iii) below, or (ii) either Contractor or Customer elects not to renew the Initial NUE
Term or any Renewal Term in accordance with Section 4.2(c)(5)(D)(iii) below. The first Successor
NUE after the Initial NUE shall be the First Successor NUE identified in Section 4.2(c)(5)(A)
above.



Upon a failure of Contractor and Customer to agree upon the selection of a Successor NUE after the
First Successor NUE within twenty (20) Business Days following the event in the preceding sentence
that occurred, either Party may provide the other with written notice of such failure, and upon the
delivery of such notice, the Parties shall on or before ten (10) Business Days after receipt of
such written notice propose to the other a list of at least one (1), but not more than three (3)
candidates, to serve as a Successor NUE that meet the qualifications set forth in Section
4.2(c)(5)(C) below. If the Parties cannot subsequently agree upon the selection of the Successor
NUE within twenty (20) Business Days after receipt of such written notice, then the Customer alone
shall, within ten (10) Business Days after the expiration of the preceding twenty (20) Business Day
period, select, subject to the requirements of Section 4.2(f), a Successor NUE that meets the
qualifications set forth in Section 4.2(c)(5)(C) below, and the Contractor shall be bound by that
selection.




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	 	(C)	 	Qualifications of the NUE




The NUE shall be an independent, neutral third party possessing qualifications evidencing, unless
otherwise agreed to by the Parties, relevant telecommunications related services experience,
including an understanding of portability and emerging communications technologies (e.g.,
IP-based), and, unless otherwise agreed to by the Parties, shall not be (a) a current or past
employee of Contractor or Customer, (b) a current or past representative of a Member of the
Customer, (c) a current or past employee of a Member to the Customer, (d) a current or past agent
of Contractor or Customer, or (e) an employee, director, officer, advisor, or agent of a competitor
of Contractor. By way of clarification, this Section shall not be subject to a unilateral right to
make a determination, as set forth in Section 4.2(f) below.





	 	(D)	 	Engagement of the NUE






	 	(i)	 	Written Agreement




Contractor shall enter into a written engagement agreement with the NUE for the provision of
services to perform the NUE Process, which agreement shall clearly state and provide the following:
(1) Customer shall not be liable for any costs or expenses incurred by the NUE or for any
compensation or other payments of any nature to the NUE (2) Customer shall make the final
determination with respect to all issues that this Section 4.2 specifically reserves to Customer
for its determination when Customer and the Contractor cannot agree; (3) certain criteria, the
failure of which shall require termination of the contract by the Contractor (“Automatic
Termination Criteria”) as set forth in Section 4.2(c)(5)(D)(iii) below, unless waived by Customer;
and (4) other commercially reasonable terms for similar purposes. Except as specifically set forth
herein, Customer shall have neither privity with nor third party beneficiary rights against the
NUE.





	 	(ii)	 	Initial NUE Term and Renewal Terms




Contractor shall cause its written engagement agreement with the NUE to provide for an initial two
(2) year term (the “Initial NUE Term”), with subsequent two-year renewal terms thereafter (the
“Renewal Terms”). Collectively, the Initial NUE Term and any Renewal Terms shall be referred to as
the “NUE Term”.





	 	(iii)	 	Non Renewal Rights and Termination Rights




Either Contractor or Customer unilaterally may elect not to renew the engagement of the
then-serving NUE, for any reason or for no reason at all (the “Non-Renewal”), upon written notice
to the other Party and the NUE of such Non-Renewal election only at the following times: (1) no
later than one hundred (100) Business Days prior to the expiration of the Initial NUE Term or (2)
no later than one hundred thirty-five (135) Business Days prior to the expiration of any Renewal
Term. In addition, Contractor shall cause its engagement agreement with the NUE to provide for
limited termination rights, exercisable by notice from either Contractor or Customer or requiring
automatic termination (unless waived by Customer), to terminate the engagement of the NUE prior to
the expiration of the NUE Term upon ninety (90) Business Days prior written notice and




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opportunity to cure for the following reasons: (I) the NUE’s failure to meet or to maintain the
qualification requirements set forth in Section 4.2(c)(5)(D)(C) above; (II) the NUE’s loss,
restriction or suspension of a relevant professional license, if any are held either by the NUE or
those of its employees or agents providing services under the NUE Process; (III) the NUE’s
violation of an applicable ethical or professional code of conduct; or (IV) the NUE’s failure to
perform its duties or its material obligations as set forth in Section 4.2(c)(6) below, the terms
of its engagement, or the NUE Process M&P.





	 	(E)	 	NUE Start Date




The NUE Process shall commence during each NUE Term when the NUE confirms in writing to both
Contractor and Customer that it is available to perform NUE Reviews in accordance with the NUE
Process for that Particular NUE Term (the “NUE Start Date”). The first NUE Start Date shall be no
later than ninety (90) Business Days after the date on which the Amendment that introduced this
Section was last executed, subject to Section 2.2 of that same Amendment determined solely by the
NUE, in consultation with Contractor and Customer, after the NUE (1) executes a written engagement
agreement with Contractor satisfying the requirements of Section 4.2(c)(5) above, (2) performs all
preparatory activities set forth in such engagement agreement for the NUE to be able to perform its
obligations thereunder, (3) the NUE Process M&P has been prepared and issued; and (4) in
consultation with Contractor and Customer, provides both Contractor and Customer with written
notice of its willingness and ability to begin the performance of all its obligations with respect
to the NUE Process by the NUE Start Date.





	 	(G)	 	Unavailability of NUE




Prior to the NUE Start Date of the Initial NUE, Contractor shall continue conducting all reviews of
any New User Applications, initial, intended uses set forth in New User Applications, and
allegations of misuse in the same manner that Contractor undertook all such reviews prior to the
effective date of the Amendment that introduced the NUE Process, without being subject to the NUE
Process, but in accordance with the definitions and clarifications set forth in Section 4.2(b)(2).
Customer reserves all rights with respect to any Contractor determination as existed prior to the
effective date of the Amendment that introduced the NUE Process.



After the expiration or termination of an NUE Term, but before the Start Date of the immediately
following NUE Term and the commencement of NUE Reviews by a Successor NUE, all required NUE Reviews
and associated Findings Reports shall be issued by a committee consisting of the Project Executives
of both Contractor and Customer (the “Project Executive Committee”), standing as a temporary
replacement for the NUE. In rendering these reports, the Project Executive Committee shall comply
with all applicable NUE Process requirements, including those applicable to each NUE Review. The
Project Executive Committee shall decide all matters in conducting an NUE Review and rendering an
associated Findings Report by unanimous action, whereby Contractor’s Project Executive(s) shall in
the aggregate have one (1) vote, and Customer’s Project Executive(s) shall in the aggregate have
one vote. If the Project Executive Committee is unable to take any action with respect to the NUE
Process because of the failure to obtain such unanimous action, then the Customer’s Project
Executive(s) shall make the relevant determination with respect to which the Customer and
Contractor Project Executives




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o Yes







could not agree, and Contractor shall be required to adhere to that determination. In making any
such determination upon the failure to agree within the applicable time period set forth hereunder,
Customer’s Project Executives shall be bound by the requirements of Section 4.2(f) below.




      (6) Performance of NUE Process





	 	(A)	 	PTRS Applicants other than Contractor or Affiliates of Contractor






	 	(i)	 	Delivery of Information for Permitted Use Review




Upon receipt of a New User Application submitted by an Applicant other than Contractor or an
Affiliate of Contractor, describing itself as a PTRS, Contractor shall, in accordance with the NUE
Process M&P, within two (2) Business Days cause the delivery of the New User Application to the NUE
to perform a Permitted Use Review and issue a Permitted Use Findings Report in accordance with this
Agreement and further processes and procedures set forth in the NUE Process M&P. The Applicant
shall at all times be free to request assistance from Contractor with respect to completion or
revision of its New User Application.





	 	(ii)	 	Permitted Use Review and New User Findings Report






	 	(I)	 	Time Periods




In accordance with this Agreement and the NUE Process M&P, the NUE shall conduct a Permitted Use
Review with respect to an Applicant, other than Contractor or an Affiliate of Contractor,
identified on a New User Application as a PTRS of such Applicant’s need to access any part of the
NPAC/SMS and its initial, intended use or uses of User Data, and the NUE shall, within ten (10)
Business Days after receipt by the NUE of the New User Application and all supporting documentation
and substantiation required under the NUE Process M&P, issue a New User Findings Report; provided,
however, that pursuant to the process and procedures set forth in the NUE Process M&P with respect
to requesting and obtaining additional information, if the NUE requests that Contractor request and
obtain additional information from the Applicant that the NUE deems necessary to render the New
User Findings Report, this ten-day period shall be extended automatically only once by an
additional ten (10) Business Days from the date the NUE receives the requested additional
information. All such requests by the NUE to the Contractor shall be in writing in order to extend
this ten-Business Day period. The New User Findings Report shall be issued by the NUE and delivered
in writing, which includes by electronic means, to Contractor and to Customer.





	 	(II)	 	Required Findings Statement and Explanation




The New User Findings Report shall contain both a “Findings Statement” and an “Explanation of the
Findings Statement.” The Findings Statement shall consist of one of the following statements: (i)
that the NUE has determined that by a preponderance of the evidence the Applicant’s need to access
any part of the NPAC/SMS and its initial, intended use of User Data, as described by the Applicant
in its New User Application, constitutes a Permitted Use (an “Affirmative Permitted Use Finding”);
(ii) that the NUE has determined that by a




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preponderance of the evidence the Applicant’s need to access any part of the NPAC/SMS and its
initial, intended use of User Data, as described by the Applicant in its New User Application, DOES
NOT constitute a Permitted Use (a “Negative Permitted Use Finding”); or (iii) that the NUE is
unable to determine by a preponderance of the evidence whether the Applicant’s need to access any
part of the NPAC/SMS and its initial, intended use of User Data, as described by the Applicant in
its New User Application, constitutes or DOES NOT constitute a Permitted Use (an “Indeterminate
Permitted Use Finding”). The Explanation of the Findings Statement shall consist of a summary of
the bases for the relevant Affirmative Permitted Use Finding, Negative Permitted Use Finding or
Indeterminate Permitted Use Finding made by the NUE, in sufficient detail without parole or other
evidence to explain the foregoing.





	 	(iii)	 	Action Following Issuance of, or Failure to Timely
Issue, New User Findings Report




Immediately upon receipt of a New User Findings Report that contains an Affirmative Permitted Use
Finding, the Contractor, in accordance with the NUE Process M&P, shall proceed to process the New
User Application of an Applicant for further action to enable the Applicant to become a User and to
complete the required documentation and agreements, including execution of a User Agreement for
each Service Area covered by the Affirmative Permitted Use Finding, subject only to the right of
the Customer to initiate a Customer Evaluation pursuant to Section 4.2(d)(2)(A) below.



Immediately upon the receipt of a New User Findings Report that contains a Negative Permitted Use
Finding, the Contractor, in accordance with the NUE Process M&P, shall follow the rejection and
notice procedures set forth in the NUE Process M&P, and shall reject the New User Application of
the Applicant.



At any time before issuance of a Customer New User Findings Report, an Applicant may withdraw the
New User Application, and the Customer shall discontinue consideration of the New User Application,
or the Applicant may resubmit a New User Application, and Contractor shall immediately notify
Customer of the withdrawal or resubmission, and the New User Application then pending consideration
by the Customer shall be deemed to have been withdrawn by the Applicant.



Nothing hereunder precludes an Applicant from resubmitting a New User Application any number of
times, and upon each resubmission, the resubmitted New User Application shall be subject to review
and consideration pursuant to this Section 4.2 and the NUE Process M&P as if it were an initial New
User Application, and the preceding New User Application shall be deemed withdrawn, if it has not
already been withdrawn or acted upon. If an Applicant’s New User Application is rejected based upon
a New User Findings Report that contains a Negative Permitted Use Finding, then the Applicant may
protest the rejection only pursuant to the process and procedures set forth in Section 4.2(d)(2),
but the New User Findings Report shall be binding on the Applicant until reversed pursuant to the
procedures set forth in Section 4.2(d)(2) below.



Upon issuance by the NUE of a New User Findings Report that contains an Indeterminate Permitted Use
Finding, or upon the failure of the NUE to issue a New User Findings Report




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within the required time, the Contractor, in accordance with the NUE Process M&P shall follow the
notice requirements set forth in the NUE Process M&P, shall suspend further processing of the New
User Application and shall within fifteen (15) Business Days forward the New User Application, and
all supporting documentation and substantiation required under the NUE Process M&P, to the Customer
for consideration and issuance of Customer New User Findings Report pursuant to Section
4.2(d)(2)(A) below. However, if Customer either fails to invoke the procedures set forth in Section
4.2(d)(2)(A) within the prescribed time period or fails to render a Customer New User Findings
Report in accordance with Section 4.2(d)(2)(A)(ii) within the prescribed time periods Customer,
then the Indeterminate Permitted Use Findings shall be treated as an Affirmative Permitted Use
Finding, and shall be binding on all the parties and final and shall not be subject to further
appeal or dispute.



Nonetheless, following issuance of an New User Findings Report that contains an Indeterminate
Permitted Use Finding, or upon the failure of the NUE to issue a New User Findings Report within
the required time, the Applicant cannot obtain Services as a User, pending the process and
procedure set forth in Section 4.2(d)(2)(A) for issuance of a Customer New User Findings Report and
subject to the appeal rights set forth in Section 4.2(d)(2).





	 	(B)	 	Contractor User Services






	 	(i)	 	Delivery of Information for NUE Reviews of Existing User
Services and New User Services






	 	(I)	 	Upon Commencement of NUE Process




Within five (5) Business Days after commencement of the NUE Process by the Initial NUE, in
accordance with the NUE Process M&P, Contractor and all Affiliates of Contractor shall deliver to
the NUE a description of all current User Services of the Contractor and all Affiliates of
Contractor that have already received a commercial launch (“Existing User Services”) by delivering
to the NUE a New User Application for each such Existing User Service, along with copies of all
User Services Contracts with respect to those Existing User Services.





	 	(II)	 	Prior to Commercial Launch




Contractor and each Affiliate of Contractor shall deliver to the NUE a New User Application for
each User Service proposed to be offered by Contactor or each Affiliate of Contractor prior to
commercial launch (as defined in the following sentence) of (a) a new User Service and (b) a
material modification of a User Service that had already been considered by the NUE and had
received an Affirmative Administrator User Service Findings Report, as defined below in Section
4.2(c)(6)(B)(i) (collectively, the User Services referred to in clause (a) and (b) above shall be
referred to “New User Services” and separately as a “New User Service”). For purposes of this
Section, a material modification of a User Service shall have the same meaning as set forth in
Section 4.2(b)(2)(C). For purposes of the NUE Reviews of a New User Service, “commercial launch” of
a New User Service shall mean the actual provision of the New User Service, or an announcement of a
clear and unambiguous intent to provide the New User Service, in an immediately deployable and
usable capability, or the offering of a New User Service prior to an immediately deployable and
useable capability, but as part of a test or beta




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offering (if such test or beta offering uses User Data); provided, however, that a commercial
launch shall not include the announcement of a possible or potential New User Service that is not
yet deployable, usable or being provided to Third Parties in a test or beta mode (if such test or
beta offering does not use User Data).





	 	(III)	 	Annually or After Affiliation Event




Annually, within ten (10) Business Days before each anniversary of the date of the NUE Start Date,
Contractor shall deliver to the NUE a list of all current Existing User Services offered by the
Contractor or an Affiliate of the Contractor, along with the associated New User Applications with
respect to those Existing User Services and along with copies of all current User Services
Contracts with respect to those Existing User Services. In addition, within thirty (30) Business
Days after an Affiliation Event, in accordance with the NUE Process M&P, Contractor shall deliver
to the NUE the Acquired User Services List, along with a description of each Acquired New User
Service by delivering to the NUE a New User Application for each such Acquired New User Service,
along with copies of all User Services Contracts with customers with respect to those Acquired User
Services.





	 	(IV)	 	Resubmissions of New User Applications




Contractor and Affiliates of Contractor may, in their respective sole discretion and expense, make
multiple revisions to a New User Service, an Existing User Service or an Acquired User Service and
submit such revision to the NUE as a new New User Application, either before or after the issuance
by the NUE of an Administrator User Service Findings Report with respect to a previous New User
Application, so that Contractor or an Affiliate of Contractor can attempt to conform such New User
Service to the applicable requirements. Notwithstanding the foregoing sentence, the submission of a
New User Application with respect to a revised New User Service, that is already included in a New
User Application for a pending NUE Review but for which an Administrator User Service Findings
Report has not yet been issued shall be treated as constituting a withdrawal of the pending New
User Application, and the consideration of the most recent New User Application with respect to the
revised New User Service shall commence under the time periods and process for consideration of a
New User Application for a New User Service as if the withdrawn New User Application had not been
submitted.



The resubmission of a New User Application, with respect to a revised New User Service that was
already included in a New User Application for which an Administrator User Service Findings Report
was issued that included a Negative Administrator User Service Finding, shall be treated as having
restarted the time periods for considering a New User Application as if the previous New User
Application had not been submitted. The resubmission of a New User Application, with respect to a
revised User Service that was already included in a New User Application for which an Administrator
User Service Findings Report was issued that included an Affirmative Administrator User Service
Finding but for which the NUE issues an Administrator User Service Findings Report that includes a
Negative Administrator User Service Finding with respect to the revised portion of the New User
Service, shall not affect the User Service in effect prior to the New User Application with respect
to the User Service being offered without the revised portion, but the revised User Service may not
be offered.




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Contractor and Affiliates of Contractor may, in their respective sole discretion and expense,
submit a New User Application with respect to any Existing User Service or any Acquired User
Service, before the NUE issues the applicable annual Administrator User Service Findings Report
with respect to the Existing User or an Administrator User Service Findings Report with respect to
the Acquired User Services following an Affiliation Event, and the NUE independently shall proceed
with its consideration and issuance of the applicable annual Administrator User Service Findings
Report with respect to the Existing User or an Administrator User Service Findings Report with
respect to the Acquired User Services following an Affiliation Event and with the consideration of
a New User Application with respect to any Existing User Service or any Acquired User Service.





	 	(ii)	 	Specific NUE Reviews and Administrator User Service
Findings Report






	 	(I)	 	Time Periods




In accordance with this Agreement and the NUE Process M&P, the NUE shall conduct those specifically
identified NUE Reviews in Section 4.2(c)(2) above with respect to Existing User Services, Acquired
User Services and New User Services of the Contractor and Affiliates of Contractor. Within ten (10)
Business Days after receipt by the NUE of the New User Application with respect to a New User
Service, an Existing User Service, or an Acquired User Service, and all supporting documentation
and substantiation required under the NUE Process M&P, the NUE shall issue an Administrator User
Service Findings Report; provided, however, that pursuant to the process and procedures set forth
in the NUE Process M&P, if the NUE requests that Contractor obtain additional information that the
NUE deems necessary to render the Administrator User Service Findings Report, this ten-Business Day
period shall be extended automatically only once by an additional ten (10) Business Days from the
date the NUE receives the requested additional information. All such requests by the NUE to the
Contractor shall be in writing in order to extend this ten-Business Day period. The Administrator
User Service Findings Report shall be issued by the NUE and delivered in writing, which includes by
electronic means, to Contractor and to Customer.





	 	(II)	 	Required Findings Statement and Explanation




The Administrator User Service Findings Report shall contain both a “Findings Statement” and an
“Explanation of the Findings Statement.” The Findings Statement shall consist of one of three
“Cumulative Findings” and one of three “Separate Findings” for each of the separate NUE Reviews
conducted.




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	 	(aa)	 	Cumulative Findings




In each Administrator User Service Findings Report the NUE must make on of the following
statements:




     (I) the NUE has made an Affirmative Permitted Use Finding, an Affirmative Data Provisioning
Finding, an Affirmative Pricing Finding, and an Affirmative Payment Finding with respect to each
applicable and relevant NUE Review conducted (“Affirmative Administrator User Service Finding”); or



     (II) the NUE has made one or more of the following: a Negative Permitted Use Finding, a
Negative Data Provisioning Finding, a Negative Pricing Finding, or a Negative Payment Finding with
respect to each applicable and relevant NUE Review conducted (a “Negative Administrator User
Service Finding”); or



     (III) the NUE has made one or more of the following: an Indeterminate Permitted Use Finding,
an Indeterminate Data Provisioning Finding, an Indeterminate Pricing Finding, or an Indeterminate
Payment Finding with respect to each applicable and relevant NUE Review conducted (an
“Indeterminate Administrator User Service Finding”).




	 	(bb)	 	Separate Findings




In addition to the Cumulative Findings, the NUE must make each of the following separate findings
with respect to each of the separate NUE Reviews conducted:





Permitted Use Review: The NUE must complete the Permitted Use Review and make ONE of
the following statements regarding evaluation of the Permitted Use Requirement with
respect to the New User Service, the Existing User Service or the Acquired User Service as
described in the applicable New User Application:




	 	•	 	“Affirmative Permitted Use Finding” The NUE has determined that
by a preponderance of the evidence the need to access any part of the NPAC/SMS and
the use or uses of User Data with respect to a User Service satisfies the Permitted
Use Requirement;





     OR




	 	•	 	“Negative Permitted Use Finding” The NUE has determined that by
a preponderance of the evidence the need to access any part of the NPAC/SMS and the
use of User Data with respect to a User Service DOES NOT satisfy the Permitted Use
Requirement;





     OR




	 	•	 	“Indeterminate Permitted Use Finding” The NUE is unable to
determine by a preponderance of the evidence whether the User Service satisfies or
does not satisfy the Permitted Use Requirements, that is, the NUE is unable to
render either an Affirmative Permitted Use Finding or a Negative Permitted User
Finding.






Data Provisioning Review: The NUE must complete the Data Provisioning Review and make
ONE of the following statements regarding evaluation of both components of the Data



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Provisioning Requirements with respect to the New User Service, the Existing User Service or
the Acquired User Service as described in the applicable New User Application:




	 	•	 	“Affirmative Data Provisioning Finding” The NUE has determined
that there is not clear and convincing evidence that either (1) the Content
Requirement is not satisfied, that is, there is not clear and convincing evidence
that the content of User Data obtained for and used in connection with the User
Service, including but not limited to its form and character, the fields included
therein, and the manner in which it can be read, is not exactly the same as is
available to all other Users under the terms of the User Agreement (an “Affirmative
Content Requirement Finding”) or (2) the Access Requirement is not satisfied, that
is, there is not clear and convincing evidence that the method, manner, mode, and
connectivity to the NPAC/SMS to obtain the User Data obtained for and used in
connection with the User Service are not exactly the same as are available to all
other Users under the terms of the User Agreement (an “Affirmative Access
Requirement Finding”)





     OR




	 	•	 	“Negative Data Provisioning Finding” The NUE has determined
that there is clear and convincing evidence that either or both (1) the
Content Requirement is not satisfied, that is, there is clear and convincing
evidence that the content of User Data obtained for and used in connection with the
User Service, including but not limited to its form and character, the fields
included therein, and the manner in which it can be read, is not exactly the same
as is available to all other Users under the terms of the User Agreement (a
“Negative Content Requirement Finding”) or (2) the Access Requirement is not
satisfied, that is, there is clear and convincing evidence that the method, manner,
mode, and connectivity to the NPAC/SMS to obtain the User Data obtained for and
used in connection with the User Service are not exactly the same as are available
to all other Users under the terms of the User Agreement (a “Negative Access
Requirement Finding”)





     OR




	 	•	 	“Indeterminate Data Provisioning Finding” The NUE is unable to
determine that there is or is not clear and convincing evidence that either or
both of the Content Requirement or the Access Requirement are not satisfied,
that is, the NUE is unable to render either an Affirmative Data Provisioning
Finding or a Negative Data Provisioning Finding.






Pricing Review: The NUE must complete the Pricing Review and make ONE of the following
statements regarding evaluation of both of the Pricing Requirements with respect to
the New User Service, the Existing User Service or the Acquired User Service as described in
the applicable New User Application:




	 	•	 	“Affirmative Pricing Finding” The NUE has determined that there
is not clear and convincing evidence that either (1) the Direct Test is not
satisfied, that is, there is not clear and convincing evidence that any pricing
term or condition set forth in a User Services Contract by and between Contractor
or an Affiliate of the Contractor as a User and its customer for the provision of a
User Service to that customer, or any





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	 	 	 	extension of any economic benefit to that customer set forth in the User Service
Contract, is expressed in the User Services Contract as directly related to either
(a) the number of TN Porting Events of such customer, or (b) the allocated share of
Service Element Charges under the Allocation Model for such customer as an
Allocated Payor for Services, or (c) any charges that have been or are assessed or
assessable under a User Agreement to or against such customer who is also a User
under a User Agreement (an “Affirmative Direct Test Finding”) or (2) the Indirect
Test is not satisfied, that is, there is not clear and convincing evidence that any
pricing term or condition or any economic benefit is provided or extended to a User
Services customer with respect to a User Service that is not incorporated in a
written User Service Contract for that User Service to that customer, and there is
not clear and convincing evidence that any pricing term and condition or any
economic benefit provided or extended to a User Service customer is related to
either (a) the number of TN Porting Events of the User Service Contract customer,
or (b) the allocated share of Service Element Charges under the Allocation Model
for such customer as an Allocated Payor for Services, or (c) any charges that have
been or are assessed or assessable under a User Agreement to or against such
customer who is also a User under a User Agreement (an “Affirmative Indirect Test
Finding”)





     OR




	 	•	 	“Negative Pricing Finding” The NUE has determined that there is
clear and convincing evidence that either or both (1) the Direct Test is
not satisfied, that is, there is clear and convincing evidence that a pricing term
or condition set forth in a User Services Contract by and between Contractor or an
Affiliate of the Contractor as a User and its customer for the provision of a User
Service to that customer, or an extension of an economic benefit to that customer
set forth in the User Service Contract, is expressed in the User Services Contract
as directly related to either (a) the number of TN Porting Events of such customer,
or (b) the allocated share of Service Element Charges under the Allocation Model
for such customer as an Allocated Payor for Services, or (c) any charges that have
been or are assessed or assessable under a User Agreement to or against such
customer who is also a User under a User Agreement (a “Negative Direct Test
Finding”) or (2) the Indirect Test is not satisfied, that is, there is clear and
convincing evidence that a pricing term or condition or an economic benefit is
provided or extended to a User Services customer with respect to a User Service
that is not incorporated in a written User Service Contract for that User Service
to that customer, or there is clear and convincing evidence that a pricing term and
condition or an economic benefit provided or extended to a User Service customer is
related to either (a) the number of TN Porting Events of the User Service Contract
customer, or (b) the allocated share of Service Element Charges under the
Allocation Model for such customer as an Allocated Payor for Services, or (c) any
charges that have been or are assessed or assessable under a User Agreement to or
against such customer who is also a User under a User Agreement (an “Negative
Indirect Test Finding”)





     OR




	 	•	 	“Indeterminate Pricing Finding” The NUE is unable to determine
that there is or is not clear and convincing evidence that either or both
of the Direct Test or the Indirect





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	 	 	 	Test are not satisfied, that is, the NUE is unable to render either an Affirmative
Pricing Finding or a Negative Pricing Finding.






Payment Review: The NUE must complete the Payment Review and make ONE of the following
statements regarding evaluation of both of the Payment Requirements with respect to the New User
Service, the Existing User Service or the Acquired User Service as described in the applicable New
User Application:




	 	•	 	“Affirmative Payment Finding” The NUE has determined that there is not
clear and convincing evidence that either (1) the Invoice Requirement is not
satisfied, that is, there is not clear and convincing evidence that all applicable
invoices have been issued to Contractor and each Affiliate of Contractor that is a User
and that those invoices contain all applicable charges under Exhibit E of the Master
Agreement (an “Affirmative Invoice Requirement Finding”) or (2) the Actual Payment
Requirement is not satisfied, that is, there is not clear and convincing evidence that
full and timely payment or accounting treatment by Contractor and each Affiliate of
Contractor that is a User of all applicable charges under the User Agreement has
actually occurred (an “Affirmative Actual Payment Finding”)





     OR




	 	•	 	“Negative Payment Finding” The NUE has determined that there is clear and
convincing evidence that either or both (1) the Invoice Requirement is not
satisfied, that is, there is clear and convincing evidence that not all applicable
invoices under the User Agreement have been issued to Contractor and each Affiliate of
Contractor that is a User or that those invoices do not contain all applicable charges
under the User Agreement (a “Negative Invoice Requirement Finding”) or (2) the Actual
Payment Requirement is not satisfied, that is, there is clear and convincing evidence
that full and timely payment or accounting treatment by Contractor and each Affiliate of
Contractor that is a User of all applicable charges under the User Agreement has not
actually occurred (a “Negative Actual Payment Requirement Finding”);





     OR




	 	•	 	“Indeterminate Payment Finding” The NUE is unable to determine that there
is or is not clear and convincing evidence that either or both of the Invoice
Requirement or the Actual Payment Requirement are not satisfied, that is, the NUE is
unable to render either an Affirmative Payment Finding or a Negative Payment Finding.





                                   (cc) Required Explanation


The Explanation of the Findings Statement shall consist of a summary of the basis for each of the
required findings made with respect to the NUE Reviews conducted by the NUE, in sufficient detail
without parole or other evidence to explain the foregoing.




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	 	(iii)	 	Action Following Issuance of, or Failure to Timely Issue, an
Administrator User Service Findings Report






	 	(I)	 	New User Services




Immediately upon receipt of an Administrator User Service Findings Report with respect to a New
User Service that contains an Affirmative Administrator User Service Finding, the Contractor, in
accordance with the NUE Process M&P, shall proceed to process the New User Application and to
approve the New User Application with respect to the New User Service for further action to enable
the Applicant to become a User and to complete the required documentation and agreements, including
execution of a User Agreement for each Service Area covered by the Affirmative Permitted Use
Finding, and Contractor shall further notify Customer in writing of the approval of the New User
Application. Upon receipt of the written notification from Contractor of the approval of the New
User Application with respect to the New User Service with respect to the Service Area, Customer
shall have those rights set forth in Section 4.2(d)(3)(A) to initiate a Customer Evaluation.



Immediately upon the receipt of an Administrator User Service Findings Report that contains a
Negative Administrator User Service Finding, the Contractor, in accordance with the NUE Process
M&P, shall follow the rejection and notice procedures set forth in the NUE Process M&P, and shall
reject the New User Application with respect to the New User Service and the New User Service
cannot be offered or made available for commercial launch, pending the process and procedure set
forth in Section 4.2(d)(3) for appealing such rejection.



Nothing hereunder precludes the Contractor or an Affiliate of the Contractor from resubmitting a
New User Application any number of times with respect to a New User Service, and upon each
resubmission, the resubmitted New User Application shall be subject to review and consideration
pursuant to this Agreement and the NUE Process M&P as if it were an initial New User Application,
and the preceding New User Application shall be deemed withdrawn, if it has not already been
withdrawn or acted upon. If a New User Application is rejected based upon an Administrator User
Service Findings Report that contains a Negative Administrator User Service Finding, the Contractor
or the Affiliate of the Contractor who was the Applicant may protest the rejection only pursuant to
process and procedure set forth in Section 4.2(d)(3), but the Administrator User Service Findings
Report shall be binding until reversed pursuant to the procedures set forth in Section 4.2(d)(3)
below.



Upon issuance by the NUE of an Administrator User Service Findings Report that contains an
Indeterminate Administrator User Service Finding, or upon the failure of the NUE to issue an
Administrator User Services Findings Report within the required time, the Contractor, in accordance
with the NUE Process M&P shall follow the notice requirements set forth in the NUE Process M&P,
shall suspend further processing of the New User Application with respect to the New User Service
and may, in its sole discretion within fifteen (15) Business Days after either issuance of or the
failure by the NUE to issue the Administrator User Service Findings Report forward the New User
Application with respect to the New User Service, and all supporting documentation and
substantiation required under the NUE Process M&P, to the Customer for consideration and issuance
of a Customer Administrator User Services Findings




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Report pursuant to Section 4.2(d)(3)(A) below. At any time before issuance of a Customer
Administrator User Services Findings Report, the Contractor or Affiliate of the Contractor who is
the Applicant may withdraw the New User Application, and the Customer shall discontinue
consideration, or Contractor or Affiliate of the Contractor who is the Applicant may resubmit a New
User Application. Contractor shall immediately notify Customer of the withdrawal or resubmission,
and the New User Application then pending consideration by the Customer shall be deemed to have
been withdrawn by the Applicant. Nonetheless, following issuance of an Administrator User Service
Findings Report that contains an Indeterminate Administrator User Service Finding, or upon the
failure of the NUE to issue an Administrator User Services Findings Report within the required
time, neither Contractor nor an Affiliate of the Contractor can offer the New User Service or make
the New User Service available for commercial launch, pending the process and procedure set forth
in Section 4.2(d)(3)(A) for issuance of a Customer Administrator User Services Findings Report and
subject to the other protest and reconsideration rights set forth in Section 4.2(d)(3); provided,
however, that if Customer either fails to invoke the procedures set forth in Section 4.2(d)(3)(A)
within the prescribed time period or fails to render a Customer’s Administrator User Services
Findings Report in accordance with Section 4.2(d)(3)(A) within the prescribed time periods
Customer, then the Indeterminate Permitted Use Findings shall be treated as an Affirmative
Permitted Use Finding.




                        (II) Existing User Services and Acquired User Services Immediately upon receipt of an
Administrator User Service Findings Report with respect to an Existing User Service or an Acquired
User Service that contains an Affirmative Administrator User Service Finding, the Contractor or the
Affiliate of the Contractor may continue to offer the Existing User Service or the Acquired User
Service, and the Contractor, in accordance with the NUE Process M&P shall notify the Customer in
writing of the continuation of such User Service or the Acquired User Service with respect to the
Service Area. Upon receipt of the written notification from Contractor, Customer shall have those
rights set forth in Section 4.2(d)(3) for appealing such continuation.


On the 31st Business Day after receipt of an Administrator User Service Findings Report that
contains a Negative Administrator User Service Finding with respect to an Existing Service or an
Acquired User Service, the Contractor or the Affiliate of the Contractor shall:




     if the Negative Administrator User Service Finding concerns the Permitted Use Requirement,
then Contractor shall discontinue offering that aspect of the Existing User Service or the Acquired
User Service that was subject to the Negative Administrator User Service Finding and the User
Agreement associated with that User Service shall be terminated;



     if the Negative Administrator User Service Finding concerns the Data Provisioning Requirement,
then the Contractor shall discontinue offering the Existing User Service or the Acquired User
Service that relied on the improperly provisioned data, and the User Agreement associated with that
User Service that relied on the improperly provisioned data shall be terminated;



     if the Negative Administrator User Service Finding concerns the Pricing Requirement, then the
Contractor shall discontinue offering the Existing User Service or the Acquired User



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Service to its customers with whom it has User Services Contracts that failed to meet the Pricing
Requirement;




     if the Negative Administrator User Service Finding concerns the Payment Requirement, then all
the Contractor’s User Agreements shall be terminated, unless, prior to the 31st Business Day after
receipt of an Administrator User Service Findings Report that contains a Negative Administrator
User Service Finding, either (a) the NUE determines that all Negative Administrator User Service
Findings have been “Cured” as defined below, or (b) Contractor or an Affiliate of the Contractor
offering the Existing User Service or the Acquired User Service exercises its right to appeal the
Administrator User Service Findings Report that contains the Negative Administrator User Service
Finding in accordance with the process and procedure set forth in Section 4.2(d)(3).


Nothing hereunder precludes the Contractor or an Affiliate of the Contractor from submitting a New
User Application any number of times with respect to an Existing Service or an Acquired Service,
and upon each submission and resubmission, the submitted or resubmitted New User Application shall
be subject to review and consideration pursuant to this Agreement and the NUE Process M&P as if it
were an initial New User Application for a New User Service, and the preceding New User Application
shall be deemed withdrawn, if it has not already been withdrawn.



If an Administrator User Service Findings Report by the NUE contains an Indeterminate Administrator
User Service Finding or if the NUE should have but failed to issue an Administrator User Services
Findings Report within the required time, then an Administrator User Service Findings Report shall
be deemed to have been issued with an Affirmative Administrator User Service Finding with respect
to all subject Existing User Services and Acquired User Services, subject only to the right of the
Customer to initiate a Customer Evaluation pursuant to Section 4.2(d)(2)(A) below.



For purposes of the foregoing, whether all Negative Administrator User Service Findings have been
“Cured” shall mean that in accordance with the NUE Process M&P, the Contractor or an Affiliate of
the Contractor has submitted evidence to the NUE that the deficiencies that led to the Negative
Administrator User Service Findings either did not exist or have been corrected, and the NUE
accepts such evidence and renders a replacement Administrator User Service Findings Report that
contains only Affirmative Administrator User Service Findings.





	 	(C)	 	Misuse Allegation






	 	(i)	 	Definition




For purposes of a Misuse Allegation Review, a “Misuse Allegation” shall mean a bona-fide allegation
in writing of any one or more of the occurrences in the following sentence, supported by credible
evidence, so long as the allegation originates from any one of the following: (A) any named User
(B) an agent of any named User, where the agency authorizes the agent (in writing) to enforce the
principal’s rights with respect to User Data, (C) Customer (including Subscribing




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Customer), (D) any regulatory body (and its components) having jurisdiction or delegated authority
over Contractor, Customer, Members of the Customer, any of the Users, porting or pooling in the
Service Area, or the NPAC/SMS, and (D) Contractor.





	 	(ii)	 	Circumstance






In order to constitute a Misuse Allegation, the allegation must involve one or more of the
following: (1) that a User has failed to meet or is failing to meet the Permitted Use Requirement,
(2) that Contractor, or an Affiliate of the Contractor, as a User has failed to meet or is failing
to meet any Data Provisioning Requirement, (3) that Contractor, or an Affiliate of the Contractor,
as a User has failed to meet or is failing to meet any Pricing Requirement, or (4) that Contractor,
or an Affiliate of the Contractor, as a User has failed to meet or is failing to meet any Payment
Requirement.


The NUE Process M&P shall incorporate a procedure providing for a process so that a User that is
the subject of a Misuse Allegation may submit arguments explaining why the activity that is the
subject of a Misuse Allegation, if accepted as true, nevertheless is not a violation of the
particular requirement implicated in the Misuse Allegation.





	 	(iii)	 	Specific NUE Reviews and Misuse Allegation Findings Report






	 	(I)	 	Time Periods




In accordance with this Agreement and the NUE Process M&P, upon receipt by Contractor of a Misuse
Allegation in writing, Contractor shall, in accordance with the NUE Process M&P, deliver the Misuse
Allegation (and all supporting documentation and substantiation required under the NUE Process M&P)
to the NUE for the performance with respect only to those activities actually found to have
occurred of one or more of the specific NUE Reviews which the NUE determines is implicated in the
specific Misuse Allegation.



Within ten (10) Business Days following receipt of the Misuse Allegation from Contractor, the NUE
shall issue a Misuse Allegation Findings Report with respect to the NUE Review(s) conducted;
provided, however, that pursuant to the process and procedures set forth in the NUE Process M&P, if
the NUE requests that Contractor obtain additional information that the NUE deems necessary to
render the Misuse Allegation Findings Report, this ten-Business Day period shall be extended
automatically only once by an additional ten (10) Business Days from the date the NUE receives the
requested additional information. All such requests by the NUE to the Contractor shall be in
writing in order to extend this ten-Business Day period. The Misuse Allegation Findings Report
shall be issued by the NUE and delivered in writing, including electronically, to Contractor and to
Customer. Neither Contractor, an Affiliate of Contractor, Customer, nor any other User shall be
prejudiced hereby on account of independent efforts or investigation to confirm or to otherwise
ascertain whether a Misuse Allegation is bona-fide and supported by credible evidence, but no such
independent efforts or investigation shall influence or affect the conduct of the NUE Reviews by
the NUE. The Misuse Allegation Findings Report shall be issued by the NUE and delivered in writing,
including electronically, to Contractor and to Customer.




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	 	(II)	 	Required Findings Statement and Explanation




The Misuse Allegation Findings Report shall contain both a “Findings Statement” and an “Explanation
of the Findings Statement.” The Findings Statement shall consist of one of three “Cumulative
Findings” and one of three “Separate Findings” for each of the separate NUE Reviews conducted.





	 	(aa)	 	Cumulative Findings






	 	(AA)	 	PTRS and Service Provider Users




In each Misuse Allegation Findings Report associated with a Misuse Allegation with respect to a
User that was categorized as either a PTRS or a Service Provider, and that implicates the Permitted
Use Requirement, the NUE must make one of the following statements: (1) the NUE has determined that
by a preponderance of the evidence the User’s need to access any part of the NPAC/SMS and its
actual use of User Data, as described on a Misuse Allegation, does not violate the Permitted User
Requirement (an “Affirmative PTRS or Service Provider Permitted Use Finding”); (2) the NUE has
determined that by a preponderance of the evidence the User’s need to access any part of the
NPAC/SMS and its actual use of User Data, as described on a Misuse Allegation, DOES violate the
Permitted Use Requirement (a “Negative PTRS or Service Provider Permitted Use Finding”); or the NUE
is unable to determine by a preponderance of the evidence whether the User’s need to access any
part of the NPAC/SMS and its actual use of User Data, as described on a Misuse Allegation, violates
or does not violate the Permitted Requirement (an “Indeterminate PTRS or Service Provider Permitted
Use Finding”).





	 	(BB)	 	User Services of Contractor and Affiliates of Contractor




In each Misuse Allegation Findings Report associated with a Misuse Allegation with respect to an
Existing User Service of the Contractor or an Affiliate of the Contractor, the NUE must make one of
the following statements:




     (I) that the NUE has made an Affirmative Permitted Use Finding, an Affirmative Data
Provisioning Finding, an Affirmative Pricing Finding, and an Affirmative Payment Finding with
respect to each applicable and relevant NUE Review conducted because it was implicated in the
Misuse Allegation (“Affirmative Administrator User Service Finding”); or



     (II) the NUE has made one or more of the following: a Negative Permitted Use Finding, a
Negative Data Provisioning Finding, a Negative Pricing Finding, or a Negative Payment Finding with
respect to each applicable and relevant NUE Review conducted it was implicated in the Misuse
Allegation (a “Negative Administrator User Service Finding”); or



     (III) the NUE has made one or more of the following: an Indeterminate Permitted Use Finding,
an Indeterminate Data Provisioning Finding, an Indeterminate Pricing Finding, or an Indeterminate
Payment Finding with respect to each applicable and relevant NUE Review conducted it was implicated
in the Misuse Allegation (an “Indeterminate Administrator User Service Finding”).



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	 	(bb)	 	Separate Findings





With respect to a Misuse Allegation Findings Report for PTRS and Service Provider Users, the NUE
shall not be required to make any findings other than the Cumulative Findings, but with respect to
a Misuse Allegation Findings Report for Contractor or an Affiliate of Contractor, in addition to
the Cumulative Findings, the NUE must make each of the following separate findings associated with
each of the separate NUE Reviews conducted because it was implicated in the Misuse Allegation:




Permitted Use Review: The NUE must complete the Permitted Use Review and make ONE of
the following statements regarding evaluation of the Permitted Use Requirement if the Misuse
Allegation includes allegations that the need to access any part of the NPAC/SMS and the
actual use or uses of User Data with respect to a User Service is not a Permitted Use:




	 	•	 	“Affirmative Permitted Use Finding” The NUE has determined that by a
preponderance of the evidence the need to access any part of the NPAC/SMS and the actual
use or uses of User Data with respect to a User Service that is the subject of the Misuse
Allegation satisfies the Permitted Use Requirement.





     OR




	 	•	 	“Negative Permitted Use Finding” The NUE has determined that by a
preponderance of the evidence the need to access any part of the NPAC/SMS and the actual
use or uses of User Data with respect to a User Service that is the subject of the Misuse
Allegation does not satisfy the a Permitted Use Requirement.





     OR




	 	•	 	which is the subject of the Misuse Allegation “Indeterminate Permitted Use
Finding” The NUE is unable to determine by a preponderance of the evidence whether
the need to access any part of the NPAC/SMS and the actual use or uses of User Data with
respect to a User Service that is the subject of the Misuse Allegation satisfies or does
not satisfy the Permitted Use Requirement, that is, the NUE is unable to render either an
Affirmative Permitted Use Finding or a Negative Permitted User Finding.






Data Provisioning Review: The NUE must complete the Data Provisioning Review and make
ONE of the following statements regarding evaluation of either component or both components of
the Data Provisioning Requirements if the Misuse Allegation includes allegations that the User
Service does not satisfy any component of the Data Provisioning Requirements:




	 	•	 	“Affirmative Data Provisioning Finding” The NUE has determined that there
is not clear and convincing evidence that either (1) the Content Requirement is
not satisfied, that is, there is not clear and convincing evidence that the content of
User Data obtained for and used in connection with the User Service, including but not
limited to its form and character, the fields included therein, and the manner in which
it can be read, was not or is not exactly the same as is available to all other Users
under the terms of the User





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o Yes








	 	 	 	Agreement (an “Affirmative Content Requirement Finding”) or (2) the Access Requirement
is not satisfied, that is, there is not clear and convincing evidence that the method,
manner, mode, and connectivity to the NPAC/SMS to obtain the User Data obtained for and
used in connection with the User Service were not or are not exactly the same as are
available to all other Users under the terms of the User Agreement (an “Affirmative
Access Requirement Finding”)





     OR




	 	•	 	“Negative Data Provisioning Finding” The NUE has determined that there is
clear and convincing evidence that either or both (1) the Content Requirement is
not satisfied, that is, there is clear and convincing evidence that the content of User
Data obtained for and used in connection with the User Service, including but not
limited to its form and character, the fields included therein, and the manner in which
it can be read, were not or are not exactly the same as are available to all other Users
under the terms of the User Agreement (a “Negative Content Requirement Finding”) or (2)
the Access Requirement is not satisfied, that is, there is clear and convincing evidence
that the method, manner, mode, and connectivity to the NPAC/SMS to obtain the User Data
obtained for and used in connection with the User Service were not or are not exactly
the same as are available to all other Users under the terms of the User Agreement (a
“Negative Access Requirement Finding”)





     OR




	 	•	 	“Indeterminate Data Provisioning Finding” The NUE is unable to determine
that there is or is not clear and convincing evidence that either or both of the
Content Requirement or the Access Requirement are not satisfied, that is, the NUE is
unable to render either an Affirmative Data Provisioning Finding or a Negative Data
Provisioning Finding.






Pricing Review: The NUE must complete the Pricing Review and make ONE of the following
statements regarding evaluation of either component or both components of the Pricing
Requirements if the Misuse Allegation includes allegations that the User Service does not
satisfy any component of the Pricing Requirements:




	 	•	 	“Affirmative Pricing Finding” The NUE has determined that there is not
clear and convincing evidence that either (1) the Direct Test is not satisfied,
that is, there is not clear and convincing evidence that any pricing term or condition
set forth in a User Services Contract by and between Contractor or an Affiliate of
Contractor as a User and its customer for the provision of a User Service to that
customer, or any extension of any economic benefit to that customer set forth in the User
Service Contract, is expressed in the User Services Contract as directly related to
either (a) the number of TN Porting Events of such customer, or (b) the allocated share
of Service Element Charges under the Allocation Model for such customer as an Allocated
Payor for Services, or (c) any charges that have been or are assessed or assessable under
a User Agreement to or against such customer who is also a User under a User Agreement
(an “Affirmative Direct Test Finding”) or (2) the Indirect Test is not satisfied, that
is, there is not clear and convincing evidence that any pricing term or condition or any
economic benefit is provided or extended to a User Services customer with respect to a
User Service that is not incorporated in a written User Service Contract for that User
Service to that customer, and





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	SOW:	 	þ No

o Yes







there is not clear and convincing evidence that any pricing term and condition or any
economic benefit provided or extended to a User Service customer is related to either
(a) the number of TN Porting Events of the User Service Contract customer, or (b) the
allocated share of Service Element Charges under the Allocation Model for such customer
as an Allocated Payor for Services, or (c) any charges that have been or are assessed or
assessable under a User Agreement to or against such customer who is also a User under a
User Agreement (an “Affirmative Indirect Test Finding”)



     OR




	 	•	 	“Negative Pricing Finding” The NUE has determined that there is clear and
convincing evidence that either or both (1) the Direct Test is not satisfied,
that is, there is clear and convincing evidence that a pricing term or condition set
forth in a User Services Contract by and between Contractor or an Affiliate of the
Contractor as a User and its customer for the provision of a User Service to that
customer, or an extension of an economic benefit to that customer set forth in the User
Service Contract, is expressed in the User Services Contract as directly related to
either (a) the number of TN Porting Events of such customer, or (b) the allocated share
of Service Element Charges under the Allocation Model for such customer as an Allocated
Payor for Services , or (c) any charges that have been or are assessed or assessable
under a User Agreement to or against such customer who is also a User under a User
Agreement (a “Negative Direct Test Finding”) or (2) the Indirect Test is not satisfied,
that is, there is clear and convincing evidence that a pricing term or condition or an
economic benefit is provided or extended to a User Services customer with respect to a
User Service that is not incorporated in a written User Service Contract for that User
Service to that customer, or there is clear and convincing evidence that a pricing term
and condition or an economic benefit provided or extended to a User Service customer is
related to either (a) the number of TN Porting Events of the User Service Contract
customer, or (b) the allocated share of Service Element Charges under the Allocation
Model for such customer as an Allocated Payor for Services, or (c) any charges that have
been or are assessed or assessable under a User Agreement to or against such customer
who is also a User under a User Agreement (an “Negative Indirect Test Finding”)





     OR




	 	•	 	“Indeterminate Pricing Finding” The NUE is unable to determine that there
is or is not clear and convincing evidence that either or both of the Direct Test
or the Indirect Test are not satisfied, that is, the NUE is unable to render either an
Affirmative Pricing Finding or a Negative Pricing Finding.






Payment Review: The NUE must complete the Payment Review and make ONE of the following
statements regarding evaluation of either component or both components of the Payment
Requirements if the Misuse Allegation includes allegations that the User Service does not
satisfy any component of the Payment Requirements:




	 	•	 	“Affirmative Payment Finding” The NUE has determined that there is not
clear and convincing evidence that either (1) the Invoice Requirement is not
satisfied, that is, there is not clear and convincing evidence that all applicable
invoices under the User Agreement have been issued to Contractor and each Affiliate of
Contractor that is a User





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	SOW:	 	þ No

o Yes









and that those invoices contain all applicable charges under the User Agreement (an
“Affirmative Invoice Requirement Finding”) or (2) the Actual Payment Requirement is not
satisfied, that is, there is not clear and convincing evidence that full and timely payment or
accounting treatment by Contractor and each Affiliate of Contractor that is a User of all
applicable charges under the User Agreement has actually occurred (an “Affirmative Actual
Payment Finding”)



     OR




	 	•	 	“Negative Payment Finding” The NUE has
determined clear and convincing evidence that
either or both (1) the Invoice Requirement is
not satisfied, that is, there is clear and
convincing evidence that not all applicable
invoices under the User Agreement have been
issued to Contractor and each Affiliate of
Contractor that is a User or that those
invoices do not contain all applicable
charges under the User Master Agreement (a
“Negative Invoice Requirement Finding”) or
(2) the Actual Payment Requirement is not
satisfied, that is, there is clear and
convincing evidence that full and timely
payment or accounting treatment by Contractor
and each Affiliate of Contractor that is a
User of all applicable charges under the User
Agreement has not actually occurred (an
“Negative Actual Payment Requirement
Finding”)





     OR




	 	•	 	“Indeterminate Payment Finding” The NUE is
unable to clear and convincing evidence that
either or both of the Invoice Requirement or
the Actual Payment Requirement are not
satisfied, that is, the NUE is unable to
render either an Affirmative Pricing Finding
or a Negative Pricing Finding.






(cc)    Required Explanation

The Explanation of the Findings Statement in the Misuse Allegation Findings Report shall consist of
a summary of the bases for each of the required findings made with respect to the NUE Reviews
conducted by the NUE, in sufficient detail without parole or other evidence to explain the
foregoing.





	 	(iv)	 	Action Following Issuance of Misuse Allegation Findings Report






	 	(I)	 	PTRS and Service Provider Misuse Allegation
Findings Reports




Immediately upon receipt of a Misuse Allegation Findings Report with respect to a User that is a
PTRS or a Service Provider that contains an Affirmative PTRS or Service Provider Permitted Use
Finding, the Contractor shall provide notice of the Misuse Allegation Findings Report to the User,
and the User shall continue to be a User, and the Contractor, in accordance with the NUE Process
M&P shall notify the Customer in writing of the Misuse Allegation Findings Report. Upon receipt of
the written notification from Contractor, Customer shall have those rights set forth in Section
4.2(d)(4)(A)(i) for appealing the Misuse Allegation Findings Report.



Immediately upon receipt of a Misuse Allegation Findings Report with respect to a User that is a
PTRS or a Service Provider that contains a Negative PTRS or Service Provider Permitted Use




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o Yes








Finding, in accordance with the NUE Process M&P, the Contractor shall provide notice of the Misuse
Allegation Findings Report to the User and shall notify the Customer in writing of the Misuse
Allegation Findings Report. On the 31st Business Day after receipt of a Misuse
Allegation Findings Report that contains a Negative Affirmative PTRS or Service Provider Permitted
Use Finding, the Contractor shall discontinue providing Services to the User with respect to the
Service Area, and the User Agreement for the Service Area with respect to the User shall be
terminated, and Customer shall be given written notice by Contractor of each such termination,
unless, prior to the 31st Business Day after receipt of the Misuse Allegation Findings
Report that contains a Negative PTRS or Service Provider Permitted Use Finding, either (a) the NUE
determines that all Negative PTRS or Service Provider Permitted Use Findings have been “Cured” as
defined below, or (b) the User exercises below, its right to appeal the Misuse Allegation Findings
Report that contains the Negative PTRS or Service Provider Permitted Use Finding in accordance with
the process and procedure set forth in Section 4.2(d)(4)(A)(ii).



Nothing hereunder precludes the User from submitting prior to the 31st Business Days
after receipt of the Misuse Allegation Findings Report any number of times evidence that the
subject of a Misuse Allegation has been cured for the Service Area, and upon each submission and
resubmission, the submitted or resubmitted evidence shall be subject to review and consideration
pursuant to this Agreement and the NUE Process M&P.



Immediately upon receipt of a Misuse Allegation Findings Report with respect to a User that is a
PTRS or a Service Provider that contains an Indeterminate PTRS or Service Provider Permitted Use
Finding, in accordance with the NUE Process M&P, the Contractor shall provide notice of the Misuse
Allegation Findings Report to the User and shall notify the Customer in writing of the Misuse
Allegation Findings Report. If a Misuse Allegation Findings Report contains an Indeterminate PTRS
or Service Provider Permitted Use Finding or the NUE should have but failed to issue the Misuse
Allegation Findings Report within the required time, then the Misuse Allegation Findings Report is
deemed to have been issued with an Affirmative PTRS or Service Provider Permitted Use Finding,
subject only to the right of Customer to initiate a Customer Evaluation pursuant to Section
4.2(d)(4)(A)(i).



For purposes of the foregoing, whether all Negative PTRS or Service Provider Permitted Use Findings
have been “Cured” shall mean that in accordance with the NUE Process M&P, the User has submitted
evidence to the NUE that the deficiencies that led to the Negative PTRS or Service Provider
Permitted Use Findings either did not exist or have been corrected, and the NUE accepts such
evidence and renders a replacement Misuse Allegation Findings Report that contains only Affirmative
PTRS or Service Provider Permitted Use Findings.





	 	(II)	 	Contractor and Affiliates of Contractor Misuse
Allegation Findings Reports




Immediately upon receipt of a Misuse Allegation Findings Report with respect to an Existing User
Service or an Acquired User Service that contains an Affirmative Administrator User Service
Finding, the Contractor or the Affiliate of the Contractor may continue to offer the Existing User
Service or the Acquired User Service, and the Contractor, in accordance with the NUE Process M&P
shall notify the Customer in writing of the continuation of such User Service or the Acquired User
Service with respect to the Service Area. Upon receipt of the written




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Amendment No. 62 (NE)





			
	SOW:	 	þ No

o Yes








notification from Contractor, Customer shall have those rights set forth in Section
4.2(d)(4)(B)(ii) for appealing such continuation.



On the 31st Business Day after receipt of a Misuse Allegation Findings Report that
contains a Negative Administrator User Service Finding with respect to an Existing Service or an
Acquired User Service, the Contractor or the Affiliate of the Contractor shall:




     if the Negative Administrator User Service Finding concerns the Permitted Use Requirement,
then Contractor shall discontinue offering that aspect of the Existing User Service or the Acquired
User Service that was subject to the Negative Administrator User Service Finding and the User
Agreement associated with that User Service shall be terminated;



     if the Negative Administrator User Service Finding concerns the Data Provisioning Requirement,
then the Contractor shall discontinue offering the Existing User Service or the Acquired User
Service that relied on the improperly provisioned data, and the User Agreement associated with that
User Service that relied on the improperly provisioned data shall be terminated;



     if the Negative Administrator User Service Finding concerns the Pricing Requirement, then the
Contractor shall discontinue offering the Existing User Service or the Acquired User Service to its
customers with whom it has User Services Contracts that failed to meet the Pricing Requirement;



     if the Negative Administrator User Service Finding concerns the Payment Requirement, then all
the Contractor’s , User Agreements shall be terminated,


unless, prior to the 31st Business Day after receipt of the Misuse Allegation Findings
Report that contains a Negative Administrator User Service Finding, either (a) the NUE determines
that all Negative Administrator User Service Findings have been “Cured” as defined below, or (b)
Contractor or an Affiliate of the Contractor offering the Existing User Service or the Acquired
User Service exercises its right to appeal the Misuse Allegation Findings Report that contains the
Negative Administrator User Service Finding in accordance with the process and procedure set forth
in Section 4.2(d)( ). Notwithstanding anything herein to the contrary, termination of a User
Agreement required under this paragraph shall not in any way affect the receipt of Services under
other User Agreements under which Contractor or an Affiliate of Contractor provides a User Service
that was not subject to Negative Administrator User Service Finding.



Nothing hereunder precludes the Contractor or an Affiliate of the Contractor from submitting a New
User Application any number of times with respect to an Existing Service or an Acquired Service,
and upon each submission and resubmission, the submitted or resubmitted New User Application shall
be subject to review and consideration pursuant to this Agreement and the NUE Process M&P as if it
were an initial New User Application for a New User Service, and the preceding New User Application
shall be deemed withdrawn, if it has not already been withdrawn.




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	SOW:

	 	þ No
	 

	 	o Yes





If a Misuse Allegation Findings Report by the NUE contains an Indeterminate Administrator User
Service Finding or if the NUE should have but failed to issue the Misuse Allegation Findings Report
within the required time, then an Administrator User Service Findings Report is deemed to have been
issued with an Affirmative Administrator User Service Finding with respect to all subject Existing
User Services or Acquired User Services, subject only to the right of Customer to initiate a
Customer Evaluation pursuant to Section 4.2(d)(4)(B)(i) below.



For purposes of the foregoing, whether all Negative Administrator User Service Findings have been
“Cured” shall mean that in accordance with the NUE Process M&P, the Contractor or an Affiliate of
the Contractor has submitted evidence to the NUE that the deficiencies that led to the Negative
Administrator User Service Findings either did not exist or have been corrected, and the NUE
accepts such evidence and renders a replacement Misuse Allegation Findings Report that contains
only Affirmative Administrator User Service Findings.




     (7) Evidence of Satisfaction



          (A)     Permitted Use Requirement



Pursuant to the User M&P, the NUE shall determine satisfaction of the Permitted Use Requirement by
collecting and evaluating solely the following data and/or information:





	 	•	 	Applicant’s need to access any part of the NPAC/SMS and the intended or actual use or
uses of User Data





          (B)     Data Provisioning Requirement



Pursuant to the User M&P, the NUE shall determine satisfaction of the Data Provisioning Requirement
by collecting and evaluating solely the following data and/or information for each of the Content
Requirement and Access Requirement as follows.




                   (i)     Content Requirement


The Contractor offering or planning to offer a User Service shall provide the NUE with a
certification (“Officer Content Certification”) of a Contractor or Contractor Affiliate Vice-
President expressly providing that based on his or her knowledge, the content of User Data obtained
for and used in connection with the User Service complies with the Content Requirement of the
Provisioning Requirement. In addition, upon the request by the NUE in the exercise of the sole
discretion and professional judgment of the NUE, the Contractor offering or planning to offer a
User Service shall provide to the NUE the following data and information in addition to the Officer
User Certifications:





	 	•	 	Sampling of TN records in Contractor’s SOA/LSMS systems for provisioning its User
Services to confirm that the data obtained from the NPAC/SMS is no different from what






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Amendment No. 62 (NE)




	 	 	 
	SOW:

	 	þ No
	 

	 	o Yes






	 	 	 	is available to other Users (e.g., in either NPAC/SMS broadcasts or Bulk Data Downloads).
	 
	 	•	 	Help Desk tickets for requests by Contractor as User (e.g., for Bulk Data Downloads) to
confirm handling is consistent with what is required to be provided to any User making a
similar request.




Notwithstanding anything herein to the contrary, it shall not be a violation of the Content
Requirement that Contractor’s SOA/LSMS systems for provisioning its User Services contains data
different from what is contained in the NPAC, such as when User Data is corrected, correlated or
otherwise modified, provided that the User Data obtained from the NPAC/SMS is no different from
what is available to other Users.




                   (ii)     Access Requirement


The Contractor offering or planning to offer the User Service shall provide the NUE with a
certification (“Officer Access Certification”) of a Contractor or Contractor Affiliate Vice-
President expressly providing that based on his or her knowledge, the method, manner, mode, and
connectivity to the NPAC/SMS to obtain the User Data obtained for and used in connection with the
User Service complies with the Access Requirement of the Provisioning Requirement. In addition,
upon the request by the NUE in the exercise of the sole discretion and professional judgment of the
NUE, the Contractor offering or planning to offer the User Service shall provide to the NUE the
following data and information in addition to the Officer Access Certifications:





	 	•	 	Contractor’s communications invoice for a circuit(s) from Contractor’s SOA/LSMS
facilities to a telecommunications central office.
	 
	 	•	 	Contractor’s detailed engineering circuit diagram illustrating the circuitry between
its facilities and the telecommunications central office.
	 
	 	•	 	Contractor’s Certification Testing (in accordance with SOW24, as amended) results as
recorded by NPAC/SMS personnel to verify that Contractor’s SOA/LSMS systems deployed to
support its Contract User Services are subject to same testing requirements as those
imposed on any User system.





          (C)     Pricing Requirement



Pursuant to the User M&P, the NUE shall determine satisfaction of the Pricing Requirement by
collecting and evaluating solely the following data and/or information. The Contractor planning to
offer the User Service shall provide the NUE with a certifications (“Officer Pricing
Certification”) of a Contractor or Contractor Affiliate Vice-President expressly providing that
based on his or her knowledge, (A) each User Services Contract incorporates all of the commitments
made to the customer with respect to the User Service, (B) there were no other agreements by
Contractor to any customer of a User Service that were not incorporated into such User Services
Contract, and (C) the User Services Contract satisfies both the Direct Test and the Indirect Test
of the Pricing Requirement. In addition, upon the request by the NUE in the








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Amendment No. 62 (NE)




	 	 	 
	SOW:

	 	þ No
	 

	 	o Yes





exercise of the sole discretion and professional judgment of the NUE, the Contractor offering a
User Service shall provide to the NUE the following data and/or information in addition to the
Officer Pricing Certifications as set forth in this Section and User Services Contracts then in
effect for an Existing Service as set forth in Section so that the NUE can determine, in addition
to the Officer Pricing Certifications, compliance with the Pricing Requirement. Contractor shall
provide the NUE with, and the NUE shall rely solely on, the following in determining satisfaction
of the Pricing Requirement:





	 	•	 	a statistically-significant sample, determined in the NUE’s professional judgment, of
User Services Contracts from a Contractor-provided list of (A) current User Services
Contracts and (B) new, amended, expired, and terminated User Services Contracts; and




Because the Pricing Requirement expressly provides for a review of a User Services Contract by and
between Contractor as a User and its customer for the provision of a User Service to that customer,
the Pricing Requirement cannot be considered unless and until Contractor as a User has executed a
User Services Contract with its customer for the provision of a User Service to that customer.
Consequently, it shall not be grounds that Contractor as a User has not met the Pricing Requirement
merely because it does not have an in-force User Services Contract.



The Officer Pricing Certification shall be provided to the Customer both in conjunction with
Contractor’s submission of a new User Service to the NUE and on an annual basis. The Contractor
Vice-President executing the Pricing Certification may rely on a certification by the Contractor’s
Vice-President-level contact responsible for attestations employed by Contractor’s under a contract
compliance program.




          (D)     Payment Requirement



Pursuant to the User M&P, the NUE shall determine satisfaction of the Payment Requirement by
collecting and evaluating solely the following data and information:





	 	•	 	Contractor’s invoices to itself as a User; and
	 
	 	•	 	Depending on Contractor’s actual method, either (i) Contractor’s cancelled check, wire
transfer confirmation, or other similar evidence of payment, or (ii) Contractor’s
accounting treatment reflecting the recognition of payment, but only that entry subject
to the Payment Requirement, and no other record whatsoever.





          (E)     Customer Interaction with New User Evaluator



The only interaction that Customer is entitled to have with the NUE is the receipt of the
applicable Findings Report. Customer shall not be entitled to require any change in scope of any
Data Use Evaluation. Any changes to the scope of the NUE Process shall only be accomplished by
written agreement by and between Customer and Contractor. Nothing herein shall be construed to
require that Contractor bear the costs of any subsequent expansion of scope that is requested by or
that primarily benefits Customer.








CONFIDENTIAL
Page 50









 





Amendment No. 62 (NE)




	 	 	 
	SOW:

	 	þ No
	 

	 	o Yes






(d) Appeal and Dispute Resolution Processes and Procedures




     (1) Generally


The processes and procedures applicable to appeals with respect to Findings Reports and the conduct
by the NUE of the various NUE Reviews shall depend on the specific Findings Report involved and
with respect to each specific Findings Report, shall further depend upon the applicable findings
contained in the specific Findings Report. Accordingly, those processes and procedures are set
forth exclusively in this Section 4.2(d).




     (2) Appeals Regarding New User Findings Report



          (A)     Customer Evaluation




                   (i)     Initiation of a Customer Evaluation


Following the issuance by the NUE of a New User Findings Report, a Customer Evaluation (as defined
below) with respect to the New User Application of an Applicant that is a PTRS which is not
Contractor or an Affiliate of the Contractor shall be initiated in any one of the following
manners:




     (a) within twenty (20) Business Days after the Customer’s receipt of a New User Findings
Report that contains an Affirmative Permitted Use Finding, if the Customer delivers written notice
within that twenty (20) Business Days time period to the Contractor of its election to commence a
Customer Evaluation;



     (b) within fifteen (15) Business Days after the an Applicant’s receipt of notice from the
Contractor of the rejection of its New User Application because of the issuance by the NUE of a New
User Findings Report that contains a Negative Permitted Use Finding, if the Applicant delivers
written notice within that fifteen (15) Business Days time period to the Contractor, which notice
Contractor shall forward to the Customer, of its election to commence a Customer Evaluation;



     (c) within twenty (20) Business Days after the Customer’s receipt of a New User Findings
Report that contains a Negative Permitted Use Finding, if the Applicant has not delivered earlier
written notice to Contractor of its election to commence a Customer Evaluation and the Customer
delivers written notice within that twenty (20) Business Days period to the Contractor of its
election to commence a Customer Evaluation; or



     (d) automatically upon issuance by the NUE of a New User Findings Report that contains an
Indeterminate Permitted Use Finding or upon the failure of the NUE to issue any Findings Report
within the time period required.


If a Customer Evaluation is elected or automatically initiated as provided above, then, in
accordance with the NUE Process M&P and Section 4.2(d)(2)(A)(ii) below, the Customer shall








CONFIDENTIAL
Page 51









 





Amendment No. 62 (NE)




	 	 	 
	SOW:

	 	þ No
	 

	 	o Yes





commence a Customer Evaluation. If a Customer Evaluation is not elected or not automatically
initiated as provided above, then:




     (a) If the New User Findings Report contains an Affirmative Permitted Use Finding, then the
New User Findings Report shall be binding on all parties and shall not be subject to further appeal
or dispute.



     (b) If the New User Findings Report contains a Negative Permitted Use Finding, then the New
User Findings Report shall be binding on all parties and shall not be subject to further appeal or
dispute.



               (ii)     Conduct of a Customer Evaluation


Contractor shall, in accordance with the NUE Process M&P, within two (2) Business Days after
receipt of a written request from Customer cause the delivery of the New User Application and all
supporting documentation and substantiation required under the NUE Process M&P to the Customer to
perform a Permitted Use Review and to issue a New User Findings Report with respect to the New User
Application of the Applicant that is the subject of the Customer Evaluation. For purposes of this
Section 4.2(d)(2)(A)(ii), a “Customer Evaluation” shall mean the conduct by the Customer of a
Permitted User Review with respect to a New User Application and the issuance of a New User
Findings Report with respect to that Permitted Use Review in accordance with the requirements of
Section 4.2(c)(6)(A)(ii). The Customer shall conduct the Customer Evaluation de novo. While not
required to defer to any of the findings issued by the NUE, Customer shall consider such findings.
The Customer shall issue a New User Findings Report (referred to as the “Customer’s New User
Findings Report”) within thirty (30) days after receipt from the Contractor of the New User
Application and all supporting documentation and substantiation required under the NUE Process M&P.
If a Customer Evaluation is either elected or automatically initiated, then failure of Customer to
issue a Customer’s New User Findings Report within the period prescribed herein shall result in a
Customer’s New User Findings Report being considered issued with an Affirmative Permitted Use
Finding, and shall be binding on all parties and final and shall not be subject to further appeal
or dispute.





	 	(iii)	 	Consequences of and Further Rights With Respect to the
Customer’s New User Findings Report




The consequences of and the further rights with respect to the Customer’s New User Findings Report
shall depend both upon NUE’s original findings in the NUE’s New User Findings Report and the
findings in the Customer’s New User Findings Report.





	 	(I)	 	Original Affirmative Permitted Use Finding in
NUE’s New User Findings Report




If the NUE’s New User Findings Report contained an Affirmative Permitted Use Finding, then the
Customer’s New User Findings Report shall result in the following:








CONFIDENTIAL
Page 52









 





Amendment No. 62 (NE)




	 	 	 
	SOW:

	 	þ No
	 

	 	o Yes






     (1) if the Customer’s New User Findings Report also contains an Affirmative Permitted User
Finding, then the Affirmative Permitted Use Finding shall be binding on all parties and final and
shall not be subject to further appeal or dispute;



     (2) if the Customer’s New User Findings Report contains a Negative Permitted Use Finding, then
the Applicant may appeal the Customer’s New User Findings Report only by invoking the arbitration
provisions set forth in Section 4.2(d)(2)(B) below by delivering to both Contactor and Customer
within ten (10) Business Days after receipt of the Customer’s New User Findings Report a written
notice of its intention to commence arbitration and then within five (5) Business Days after that
ten (10) Business Day period, delivering to both Contactor and Customer a written notice of its
election to commence arbitration under the arbitration provisions set forth in Section 4.2(d)(2)(B)
below; or



     (3) if the Customer’s New User Findings Report contains an Indeterminate Permitted Use
Finding, or if the Customer fails within the thirty (30) Business Day period to issue the
Customer’s New User Findings Report, then the Affirmative Permitted Use Finding shall be binding on
all parties and final and shall not be subject to further appeal or dispute.




	 	(II)	 	Original Negative Permitted Use Finding in
NUE’s New User Findings Report




If the NUE’s New User Findings Report contained a Negative Permitted Use Finding, then the
Customer’s New User Findings Report shall result in the following:




     (1) if the Customer’s New User Findings Report contains an Affirmative Permitted User Finding,
then the Affirmative Permitted Use Finding shall be binding on all parties and final and shall not
be subject to further appeal or dispute;



     (2) if the Customer’s New User Findings Report also contains a Negative Permitted Use Finding,
then the Applicant may appeal the both the NUE’s and the Customer’s New User Findings Report only
by invoking the arbitration provisions set forth in Section 4.2(d)(2)(B) below by delivering to
both Contactor and Customer within ten (10) Business Days after receipt of the Customer’s New User
Findings Report a written notice of its intention to commence arbitration and then within five (5)
Business Days after that ten (10) Business Day period, delivering to both Contactor and Customer a
written notice of its election to commence arbitration under the arbitration provisions set forth
in Section 4.2(d)(2)(B) below; or



     (3) if the Customer’s New User Findings Report contains an Indeterminate Permitted Use
Finding, or if the Customer fails within the thirty (30) Business Day period to issue the
Customer’s New User Findings Report, then the NUE’s New User Findings Report containing a Negative
Permitted Use Finding shall be deemed an Affirmative Permitted Use Finding, and shall be binding on
all parties and final and shall not be subject to further appeal or dispute.



CONFIDENTIAL
Page 53









 





Amendment No. 62 (NE)




	 	 	 
	SOW:

	 	þ No
	 

	 	o Yes





	 	(III)	 	Original Indeterminate Permitted Use Finding in NUE’s New User
Findings Report or Failure Timely to Issue a Findings Report





If the NUE’s New User Findings Report contained an Indeterminate Permitted Use Finding, or if the
NUE failed to issue any Findings (Report within the time required, then the Customer’s New User
Findings Report shall result in the following:



     (1) if the Customer’s New User Findings Report contains an Affirmative Permitted User Finding,
then the Affirmative Permitted Use Finding shall be binding on all parties and final and shall not
be subject to further appeal or dispute;



     (2) if the Customer’s New User Findings Report contains a Negative Permitted Use Finding, then
the Applicant may appeal the Customer’s New User Findings Report only by invoking the arbitration
provisions set forth in Section 4.2(d)(2)(B) below by delivering to both Contactor and Customer
within ten (10) Business Days after receipt of the Customer’s New User Findings Report a written
notice of its intention to commence arbitration and then within five (5) Business Days after that
ten (10) Business Day period, delivering to both Contactor and Customer a written notice of its
election to commence arbitration under the arbitration provisions set forth in Section 4.2(d)(2)(B)
below; or



     (3) if the Customer’s New User Findings Report also contains an Indeterminate Permitted Use
Finding, or if the Customer fails within the thirty (30) Business Day period to issue the
Customer’s New User Findings Report, then the NUE’s New User Findings Report shall be deemed to
contain an Affirmative Permitted Use Finding, and shall be binding on all parties and final and
shall not be subject to further appeal or dispute.



                            (IV)   Effect if No Arbitration


If the Applicant is granted a right to appeal the Customer’s New User Findings Report or the NUE’s
New User Findings Report pursuant to any of the preceding provisions of Section 4.2(d)(2)(A)(iii)
above by invoking the arbitration provisions of Section 4.2(d)(2)(B) below, and the Applicant fails
properly to invoke those provisions within the time periods required, then the Customer’s New User
Findings Report shall be binding on all parties and final and shall not be subject to further
appeal or dispute. Notwithstanding the foregoing, nothing prohibits Applicant from again submitting
a New User Application for consideration.




          (B)     Arbitration



If an Applicant properly invokes arbitration against Customer by complying with the notice and time
periods set forth above in Section 4.2(d)(2)(A), the only arbitration proceeding authorized
hereunder shall be conducted under Article 26; provided, however that the expedited timing
provisions of Section 4.4 of Exhibit M of the Agreement shall apply.





CONFIDENTIAL
Page 54









 






Amendment No. 62 (NE)




	 	 	 
	SOW:

	 	þ No
	 

	 	o Yes





     (3) Appeals Regarding an Administrator User Service Findings Report



          (A) Customer Evaluation




               (i)    Initiation of a Customer Evaluation


Following the issuance by the NUE of an Administrator User Service Findings Report, a Customer
Evaluation (as defined below) with respect to the User Service of the Contractor or an Affiliate of
Contractor shall be initiated in any one of the following manners:




     (a) within ten (10) Business Days after the Customer’s receipt of an Administrator User
Service Findings Report that contains an Affirmative Administrator User Service Finding, if the
Customer delivers written notice within that ten (10) Business Days time period to the Contractor
of its election to commence a Customer Evaluation;



     (b) within fifteen (15) Business Days after the Contractor’s receipt of an Administrator User
Service Findings Report that contains a Negative Administrator User Service Finding, if the
Contractor or an Affiliate of the Contractor delivers written notice within that fifteen (15)
Business Days time period to the Customer of its election to commence a Customer Evaluation;



     (c) within fifteen (15) Business Days after the Contractor’s receipt of an Administrator User
Service Findings Report that contains an Indeterminate Administrator User Service Finding, or after
the date the NUE should have but failed to issue an Administrator User Service Findings Report, if
the Contractor or an Affiliate of the Contractor delivers written notice within that fifteen (15)
Business Days time period to the Customer of its election to commence a Customer Evaluation.


If a Customer Evaluation is elected as provided above, then, in accordance with the NUE Process M&P
and Section 4.2(d)(3)(A)(i) below, the Customer shall commence a Customer Evaluation. If a Customer
Evaluation is not elected as provided above, then:



(a) If the Administrator User Service Findings Report contains an Affirmative Administrator User
Service Finding, then the Administrator User Service Findings Report shall be binding on all
parties and shall not be subject to further appeal or dispute.



(b) If the Administrator User Service Findings Report contains a Negative Administrator User
Service Finding, then the Administrator User Service Findings Report shall not be subject to
further appeal or dispute.



(c) If the Administrator User Service Findings Report contains an Indeterminate Administrator User
Service Finding, or the NUE fails to issue an Administrator User Service Findings Report within the
prescribed time period, then the Administrator User Service Findings Report shall be deemed to
contain an Affirmative Administrator User Service Finding, and shall be binding on all parties and
shall not be subject to further appeal or dispute.





CONFIDENTIAL
Page 55









 







 Amendment No. 62 (NE)




	 	 	 
	SOW:

	 	þ No
	 

	 	o Yes




               (ii)     Conduct of a Customer Evaluation


Contractor shall, in accordance with the NUE Process M&P, within two (2) Business Days after
receipt of a written request from Customer cause the delivery of the New User Application and all
supporting documentation and substantiation required under the NUE Process M&P to the Customer to
allow it to issue an Administrator User Service Findings Report with respect to the applicable User
Service that is the subject of the Customer Evaluation. For purposes of this Section
4.2(d)(3)(A)(ii), a “Customer Evaluation” shall mean the conduct by the Customer of NUE Reviews
with respect to the particular User Service at issue and the issuance of an Administrator User
Services Findings Report with respect to each of those NUE Reviews of the User Service in
accordance with the requirements of Section 4.2(c)(6)(B)(ii)(II). The Customer shall conduct the
Customer Evaluation de novo and, while not required to defer to any of the findings issued by the
NUE, Customer shall consider such findings, Findings Statements or Explanations of Findings
Statements contained in the NUE’s Administrator User Services Findings Report. The Customer shall
issue an Administrator User Services Findings Report (referred to as the “Customer’s Administrator
User Service Findings Report”) within thirty (30) days after receipt from the Contractor of the New
User Application and all supporting documentation and substantiation required under the NUE Process
M&P. If a Customer Evaluation is elected, then failure of Customer to issue a Customer’s
Administrator User Services Findings Report within the period prescribed herein shall result in a
Customer’s Administrator User Services Findings Report being considered issued with an Affirmative
Administrator User Services Finding, and shall be binding on all parties and final and shall not be
subject to further appeal or dispute.





	 	(iii)	 	Consequences of and Further Rights With
Respect to the Customer’s Administrator User Service Findings Report






The consequences of and the further rights with respect to the Customer’s Administrator User
Service Findings Report shall depend both upon the NUE’s original findings in the NUE’s
Administrator User Service Findings Report and the findings in the Customer’s Administrator User
Service Findings Report.




	 	(I)	 	Original Affirmative
Administrator User Service Finding in NUE’s Administrator User
Services Finding Report




If the NUE’s Administrator User Service Findings Report contained an Affirmative Administrator User
Service Finding, then the Customer’s New User Findings Report shall result in the following:




     (1) if the Customer’s Administrator User Service Findings Report also contains an Affirmative
Administrator User Service Finding, then the Affirmative Administrator User Service Finding shall
be binding on all parties and final and shall not be subject to further appeal or dispute;



     (2) if the Customer’s New User Findings Report contains a Negative Permitted Use Finding, then
the Contractor or an Affiliate of the Contractor may appeal the Customer’s



CONFIDENTIAL
Page 56









 





Amendment No. 62 (NE)




	 	 	 
	SOW:

	 	þ No
	 

	 	o Yes




Administrator User Services Findings Report only by invoking the arbitration provisions set forth
in Section 4.2(d)(3)(B) below by delivering to Customer within ten (10) Business Days after receipt
of the Customer’s Administrator User Services Findings Report a written notice of its intention to
commence arbitration and then within five (5) Business Days after that ten (10) Business Day
period, delivering to Customer a written notice of its election to commence arbitration under the
arbitration provisions set forth in Section 4.2(d)(3)(B) below; or




     (3) if the Customer’s Administrator User Services Findings Report contains an Indeterminate
Administrator User Services Finding or if the Customer fails within the thirty (30) Business Day
period to issue the Customer’s Administrator User Services Findings Report, then the Affirmative
Administrator User Service Finding shall be binding on all parties and final and shall not be
subject to further appeal or dispute.




	 	(II)	 	Original Negative Administrator User Service Finding in NUE’s
Administrator User Service Findings Report




If the NUE’s Administrator User Service Findings Report contained a Negative Administrator User
Service Finding, then the Customer’s Administrator User Service Findings Report shall result in the
following:




     (1) if the Customer’s Administrator User Service Findings Report contains an Affirmative
Administrator User Service Finding, then the Affirmative Administrator User Service Finding shall
be binding on all parties and final and shall not be subject to further appeal or dispute;



     (2) if the Customer’s Administrator User Service Findings Report also contains a Negative
Administrator User Service Finding, then the Contractor or an Affiliate of the Contractor may
appeal both the NUE’s and the Customer’s Administrator User Service Findings Report only by
invoking the arbitration provisions set forth in Section 4.2(d)(3)(B) below by delivering to
Customer within ten (10) Business Days after receipt of the Customer’s Administrator User Service
Findings Report a written notice of its intention to commence arbitration and then within five (5)
Business Days after that ten (10) Business Day period, delivering to Customer a written notice of
its election to commence arbitration under the arbitration provisions set forth in Section
4.2(d)(3)(B) below; or



     (3) if the Customer’s Administrator User Service Findings Report contains an Indeterminate
Administrator User Service Finding, or if the Customer fails within the thirty (30) Business Day
period to issue the Customer’s Administrator User Service Findings Report, then the NUE’s
Administrator User Service Findings Report shall be deemed to contain an Affirmative Administrator
User Service Finding, and shall be binding on all parties and final and shall not be subject to
further appeal or dispute.



CONFIDENTIAL
Page 57









 






Amendment No. 62 (NE)




	 	 	 
	SOW:

	 	þ No
	 

	 	o Yes





	 	(III)	 	Original Indeterminate Administrator User Service
Finding in NUE’s Administrator User Service Findings Report or Failure to
Timely Issue a Findings Report




If the NUE’s Administrator User Service Findings Report contained an Indeterminate Administrator
User Service Finding, or if the NUE failed to issue an Administrator User Service Finding Report
within the time required, then the Customer’s Administrator User Service Findings Report shall
result in the following:




     (1) if the Customer’s Administrator User Service Findings Report contains an Affirmative
Administrator User Service Finding, then the Affirmative Administrator User Service Finding shall
be binding on all parties and final and shall not be subject to further appeal or dispute;



     (2) if the Customer’s Administrator User Service Findings Report contains a Negative
Administrator User Service Finding, then the Contractor or an Affiliate of the Contractor may
appeal the Customer’s Administrator User Service Findings Report only by invoking the arbitration
provisions set forth in Section 4.2(d)(3)(B) below by delivering to Customer within ten (10)
Business Days after receipt of the Customer’s Administrator User Service Findings Report a written
notice of its intention to commence arbitration and then within five (5) Business Days after that
ten (10) Business Day period, delivering to Customer a written notice of its election to commence
arbitration under the arbitration provisions set forth in Section 4.2(d)(3)(B) below; or



     (3) if the Customer’s Administrator User Service Findings Report also contains an
Indeterminate Administrator User Service Finding or if the Customer fails within the thirty (30)
Business Day period to issue the Customer’s Administrator User Service Findings Report, then the
NUE’s Administrator User Service Findings Report shall be deemed to contain a Affirmative
Administrator User Service Finding, and shall be binding on all parties and final and shall not be
subject to further appeal or dispute.



               (IV)   Effect if No Arbitration


If the Contractor or an Affiliate of the Contractor is granted a right to appeal the Customer’s New
User Findings Report or the NUE’s New User Findings Report pursuant to any of the preceding
provisions of Section 4.2(d)(2)(A)(iii) above by invoking the arbitration provisions of Section
4.2(d)(3)(B) below, and the Contractor or an Affiliate of the Contractor fails properly to invoke
those provisions within the time periods required, then the Customer’s Administrator User Service
Findings Report shall be binding on all parties and final and shall not be subject to further
appeal or dispute.




          (B) Arbitration



If the Contractor or an Affiliate of the Contractor properly invokes arbitration against Customer
by complying with the notice and time periods set forth above in Section 4.2(d)(3)(B), the only








CONFIDENTIAL
Page 58









 





Amendment No. 62 (NE)




	 	 	 
	SOW:

	 	þ No
	 

	 	o Yes





arbitration proceeding authorized hereunder shall be conducted under Article 26; provided, however
that the expedited timing provisions of Section 4.4 of Exhibit M of the Agreement shall apply.




     (4)   Appeals Protests Regarding Misuse Allegation Findings Report



          (A)   PTRS and Service Provider Misuse Allegation Findings Reports




               (i)   Customer Evaluation



                    (I) Initiation of a Customer Evaluation


Following the issuance by the NUE of a Misuse Allegation Findings Report with respect to a PTRS
(other than Contractor or an Affiliate of Contractor) or a Service Provider, a Customer Evaluation
(as defined below) with respect to the User shall be initiated in any one of the following manners:




     (a) within twenty (20) Business Days after the Customer’s receipt of a Misuse Allegation
Findings Report that contains an Affirmative PTRS or Service Provider Permitted Use Finding, if the
Customer delivers written notice within that twenty (20) Business Days time period to the
Contractor of its election to commence a Customer Evaluation;



     (b) within fifteen (15) Business Days after the User’s receipt of notice from the Contractor
of Misuse Allegation Findings Report that contains a Negative PTRS or Service Provider Permitted
Use Finding, if the User delivers written notice within that fifteen (15) Business Days time period
to the Contractor, which notice Contractor shall forward to the Customer, of its election to
commence a Customer Evaluation; or



     (c) within fifteen (15) Business Days after the delivery of notice to a User of a Misuse
Allegation Findings Report that contains an Indeterminate PTRS or Service Provider Finding or after
the date the NUE should have but failed to issue a Misuse Allegation Findings Report, if the User
delivers written notice within that fifteen (15) Business Days time period to the Contractor, which
notice Contractor shall forward to the Customer, of its election to commence a Customer Evaluation.


If a Customer Evaluation is initiated under clauses (a) through (c) of the preceding paragraphs,
then, in accordance with the NUE Process M&P and Section 4.2(d)(4)(B)(ii) below, the Customer shall
commence a Customer Evaluation. If a Customer evaluation is not elected as provided above, then:




     (a) If the Misuse Allegation Findings Report contains an Affirmative PTRS or Service Provider
Permitted Use Finding, then the Affirmative PTRS or Service Provider Permitted Use Finding shall be
binding on all parties and final and shall not be subject to further appeal or dispute;




CONFIDENTIAL
Page 59











 





	 	 	 
	Amendment No. 62 (NE)
	SOW:
	 	þ No
	 
	 	o Yes





     (b) If the Misuse Allegation Findings Report contains a Negative PTRS or Service Provider
Permitted Use Finding, then the New User Findings Report shall be binding on all parties and shall
not be subject to further appeal or dispute.



     (c) If the Misuse Allegation Findings Report contains an Indeterminate PTRS or Service
Provider Permitted Use Finding, or the NUE fails to issue an Misuse Allegation Findings Report
within the period prescribed herein, then the Misuse Allegation Findings Report shall be deemed to
contain an Affirmative Misuse Allegation Finding, and shall be binding on all parties and shall not
be subject to further appeal or dispute.




	 	(II)	 	Conduct of a Customer Evaluation




Contractor shall, in accordance with the NUE Process M&P, within two (2) Business Days after
receipt of a written request from Customer cause the delivery of the New User Application and all
supporting documentation and substantiation required under the NUE Process M&P to the Customer to
perform a Permitted Use Review and to issue a Misuse Allegation Findings Report with respect to a
User that is the subject of the Customer Evaluation. For purposes of this Section
4.2(d)(4)(A)(i)(II), a “Customer Evaluation” shall mean the conduct by the Customer of a Permitted
Use Review with respect to that existing User and the issuance of a Misuse Allegation Findings
Report with respect to that Permitted Use Review in accordance with the requirements of Section
4.2(c)(6)(C)(iii). The Customer shall conduct the Customer Evaluation de novo. While not be
required to defer to any of the findings issued by the NUE, Customer shall consider such findings,
Findings Statements or Explanations of Findings Statements contained in the NUE’s Misuse Allegation
Findings Report. The Customer shall issue a Misuse Allegation Findings Report (referred to as the
“Customer’s Misuse Allegation Findings Report”) within 30 days after receipt from the Contractor of
the New User Application and all supporting documentation and substantiation required under the NUE
Process M&P. If a Customer Evaluation is elected, then failure of Customer to issue a Customer’s
Misuse Allegation Findings Report within the period prescribed herein shall result in Customer’s
Misuse Allegation Findings Report being considered issued with an Affirmative Misuse Allegation
Finding, and shall be binding on all parties and final and shall not be subject to further appeal
or dispute.





	 	(III)	 	Consequences of and Further Rights With Respect
to the Customer’s Misuse Allegation Findings Report




The consequences of and the further rights with respect to the Customer’s Misuse Allegation
Findings Report shall depend both upon NUE’s original findings in the NUE’s Misuse Allegation
Findings Report and the findings in the Customer’s Misuse Allegation Findings Report.




CONFIDENTIAL




Page 60









 






	 	 	 
	Amendment No. 62 (NE)
	SOW:
	 	þ No
	 
	 	o Yes








	 	(aa)	 	Original Affirmative Permitted
Use Finding in NUE’s Misuse Allegation Findings Report




If the NUE’s Misuse Allegation Findings Report contained an Affirmative PTRS or Service Provider
Use Finding, then the Customer’s Misuse Allegation Findings Report shall result in the following:




     (1) if the Customer’s Misuse Allegation Findings Report also contains an Affirmative PTRS or
Service Provider Permitted Use Finding, then the Affirmative PTRS or Service Provider Permitted Use
Finding shall be binding on all parties and final and shall not be subject to further appeal or
dispute;



     (2) if the Customer’s Misuse Allegation Findings Report contains a Negative PTRS or Service
Provider Permitted Use Finding, then the User may appeal the Customer’s Misuse Allegation Findings
Report only by invoking the arbitration provisions set forth in Section 4.2(d)(4)(ii) below by
delivering to both Contactor and Customer within ten (10) Business Days after receipt of the
Customer’s Misuse Allegation Findings Report a written notice of its intention to commence
arbitration and then within five (5) Business Days after that ten (10) Business Day period,
delivering to both Contactor and Customer a written notice of its election to commence arbitration
under the arbitration provisions set forth in Section 4.2(d)(4)(ii) below; or



     (3) if the Customer’s Misuse Allegation Findings Report contains an Indeterminate PTRS or
Service Provider Permitted Use Finding, or if the Customer fails within the thirty (30) Business
Day period to issue the Customer’s Misuse Allegation Findings Report, then the NUE’s Misuse
Allegation Findings Report containing an Affirmative PTRS or Service Provider Permitted Use Finding
shall be deemed an Affirmative PTRS or Service Provider Permitted Use Finding and shall be binding
on all parties and final and shall not be subject to further appeal or dispute.




	 	(bb)	 	Original Negative PTRS or Service
Provider Permitted Use Finding in NUE’s Misuse Allegation
Findings Report




If the NUE’s Misuse Allegation Findings Report contained a Negative PTRS or Service Provider
Permitted Use Finding, then the Customer’s Misuse Allegation Findings Report shall result in the
following:




     (1) if the Customer’s Misuse Allegation Findings Report contains an Affirmative PTRS or
Service Provider Permitted Use Finding, then the Affirmative PTRS or Service Provider Permitted Use
Finding shall be binding on all parties and final and shall not be subject to further appeal or
dispute;



CONFIDENTIAL




Page 61









 






	 	 	 
	Amendment No. 62 (NE)
	SOW:
	 	þ No
	 
	 	o Yes






     (2) if the Customer’s Misuse Allegation Findings Report also contains a Negative PTRS or
Service Provider Permitted Use Finding, then the User may appeal both the NUE’s and the Customer’s
Misuse Allegation Findings Report only by invoking the arbitration provisions set forth in Section
4.2(d)(4)(ii) below by delivering to both Contactor and Customer within ten (10) Business Days
after receipt of the Customer’s Misuse Allegation Findings Report a written notice of its intention
to commence arbitration and then within five (5) Business Days after that ten (10) Business Day
period, delivering to both Contactor and Customer a written notice of its election to commence
arbitration under the arbitration provisions set forth in Section 4.2(d)(4)(ii) below; or



     (3) if the Customer’s Misuse Allegation Findings Report contains an Indeterminate PTRS or
Service Provider Permitted Use Finding, or if the Customer fails within the thirty (30) Business
Day period to issue the Customer’s Misuse Allegation Findings Report, then the NUE’s Negative PTRS
or Service Provider Permitted Use Finding shall be deemed to contain an Affirmative PTRS or Service
Provider Permitted Use Finding and shall be binding on all parties and shall not be subject to
further appeal or dispute.




	 	(cc)	 	Original Indeterminate PTRS or
Service Provider Permitted Use Finding in NUE’s Misuse
Allegation Findings Report or Failure Timely to Issue a Findings
Report




If the NUE’s Misuse Allegation Findings Report contained an Indeterminate PTRS or Service Provider
Permitted Use Finding, or if the NUE failed to issue any Findings Report within the time required,
then the Customer’s Misuse Allegation Findings Report shall result in the following:




     (1) if the Customer’s Misuse Allegation Findings Report contains an Affirmative PTRS or
Service Provider Permitted Use Finding, then the Affirmative PTRS or Service Provider Permitted Use
Finding shall be binding on all parties and final and shall not be subject to further appeal or
dispute;



     (2) if the Customer’s Misuse Allegation Findings Report contains a Negative PTRS or Service
Provider Permitted Use Finding, then the User may appeal the Customer’s Misuse Allegation Findings
Report only by invoking the arbitration provisions set forth in Section 4.2(d)(4)(ii) below by
delivering to both Contactor and Customer within ten (10) Business Days after receipt of the
Customer’s Misuse Allegation Findings Report a written notice of its intention to commence
arbitration and then within five (5) Business Days after that ten (10) Business Day period,
delivering to both Contactor and Customer a written notice of its election to commence arbitration
under the arbitration provisions set forth in Section 4.2(d)(4)(ii) below; or



     (3) if the Customer’s Misuse Allegation Findings Report also contains an Indeterminate PTRS or
Service Provider Permitted Use Finding, or if the Customer fails within the thirty (30) Business
Day period to issue the Customer’s Misuse Allegation Findings Report, then the NUE’s



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	Amendment No. 62 (NE)
	SOW:
	 	þ No
	 
	 	o Yes






Misuse Allegation Findings Report shall be deemed to contain an Affirmative PTRS or Service
Provider Permitted Use Finding, and shall be binding on all parties and final and shall not be
subject to further appeal or dispute.





	 	(IV)	 	Effect if No Arbitration




If the User is granted a right to appeal the Customer’s Misuse Allegation Findings Report or the
NUE’s Misuse Allegation Findings Report pursuant to any of the preceding provisions of Section
4.2(d)(4)(A)(i) above by invoking the arbitration provisions of Section 4.2(d)(4)(A)(ii) below, and
the User fails properly to invoke those provisions within the time periods required, then the
Customer’s Misuse Allegation Findings Report shall be binding on all parties and final and shall
not be subject to further appeal or dispute.





	 	(ii)	 	Arbitration




If the Applicant properly invokes arbitration against Customer by complying with the notice and
time periods set forth above in Section 4.2(d)(4)(A)(i), the only arbitration proceeding authorized
hereunder shall be conducted under Article 26; provided, however that the expedited timing
provisions of Section 4.4 of Exhibit M of the Agreement shall apply.





	 	(B)	 	Contractor and Affiliates of Contractor Misuse Allegation Findings Report






	 	(i)	 	Customer Evaluation






	 	(I)	 	Initiation of a Customer Evaluation




Following the issuance by the NUE of a Misuse Allegation Findings Report with respect to a User
Service of the Contractor or an Affiliate of the Contractor, a Customer Evaluation (as defined
below) with respect to the User Service of the Contractor or an Affiliate of Contractor shall be
initiated in any one of the following manners:




     (a) within ten (10) Business Days after the Customer’s receipt of an Misuse Allegation
Findings Report that contains an Affirmative Administrator User Service Finding, if the Customer
delivers written notice within that ten (10) Business Days time period to the Contractor of its
election to commence a Customer Evaluation;



     (b) within fifteen (15) Business Days after the Contractor’s receipt of a Misuse Allegation
Findings Report that contains a Negative Administrator User Service Finding, if the Contractor or
an Affiliate of the Contractor delivers written notice within that fifteen (15) Business Days time
period to the Customer of its election to commence a Customer Evaluation;



     (c) within fifteen (15) Business Days after the Contractor’s receipt of a Misuse Allegation
Findings Report that contains an Indeterminate Administrator User Service Finding or after the date
the NUE should have but failed to issue a Misuse Allegation Findings Report, if the Contractor or
an Affiliate of the Contractor delivers written notice within that fifteen (15) Business Days time
period to the Customer of its election to commence a Customer Evaluation.



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	Amendment No. 62 (NE)
	SOW:
	 	þ No
	 
	 	o Yes





If a Customer Evaluation is initiated under clauses (a) through (c) of the preceding sentence,
then, in accordance with the NUE Process M&P and Section 4.2(d)(4)(B)(i) below, the Customer shall
commence a Customer Evaluation. If a Customer evaluation is not elected as provided above, then:




     (a) If the Misuse Allegation Findings Report contains an Affirmative PTRS or Service Provider
Permitted Use Finding, then the Affirmative PTRS or Service Provider Permitted Use Finding shall be
binding on all parties and shall not be subject to further appeal or dispute.



     (b) If the Misuse Allegation Findings Report contains a Negative PTRS or Service Provider
Permitted Use Finding, then the New User Findings Report shall be binding on all parties and shall
not be subject to further appeal or dispute.



     (c) If the Misuse Allegation Findings Report contains an Indeterminate PTRS or Service
Provider Permitted Use Finding, or the NUE fails to issue a Misuse Allegation Findings Report
within the period prescribed herein, then the Misuse Allegation Findings Report shall be deemed to
contain an Affirmative PTRS or Service Provider Permitted Use Finding, and shall be binding on all
parties and shall not be subject to further appeal or dispute.




	 	(II)	 	Conduct of a Customer Evaluation




Contractor shall, in accordance with the NUE Process M&P, within two (2) Business Days after
receipt of a written request from Customer cause the delivery of the New User Application and all
supporting documentation and substantiation required under the NUE Process M&P to the Customer to
allow it to issue a Misuse Allegation Findings Report with respect to the applicable User Service
that is the subject of the Customer Evaluation. For purposes of this Section 4.2(d)(4)(B)(i)(II), a
“Customer Evaluation” shall mean the conduct by the Customer of NUE Reviews with respect to the
particular User Service at issue and the issuance of a Misuse Allegation Findings Report with
respect to each of those NUE Reviews of the User Service in accordance with the requirements of
Section 4.2(c)(6)(C)(iii)(II). The Customer shall conduct the Customer Evaluation de novo. While
not be required to defer to any of the findings issued by the NUE, Customer shall consider such
findings, Findings Statements or Explanations of Findings Statements contained in the NUE’s Misuse
Allegation Findings Report. The Customer shall issue a Misuse Allegation Findings Report (referred
to as the “Customer’s Misuse Allegation Findings Report”) within thirty (30) days after receipt
from the Contractor of the New User Application and all supporting documentation and substantiation
required under the NUE Process M&P. If a Customer Evaluation is elected, then failure of Customer
to issue a Customer’s Misuse Allegation Findings Report within the period prescribed herein shall
result in Customer’s Misuse Allegation Findings Report being considered issued with an Affirmative
Misuse Allegation Finding, and shall be binding on all parties and final and shall not be subject
to further appeal or dispute.




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	Amendment No. 62 (NE)
	SOW:
	 	þ No
	 
	 	o Yes







	 	(III)	 	Consequences of and Further Rights With Respect
to the Customer’s Misuse Allegation Findings Report




The consequences of and the further rights with respect to the Customer’s Misuse Allegation
Findings Report shall depend both upon the NUE’s original findings in the NUE’s Misuse Allegation
Findings Report and the findings in the Customer’s Misuse Allegation Findings Report.





	 	(aa)	 	Original Affirmative Administrator User
Service Finding in NUE’s Misuse Allegation Findings Report




If the NUE’s Misuse Allegation Findings Report contained an Affirmative Administrator User Service
Finding, then the Customer’s Misuse Allegation Report shall result in the following:




     (1) if the Customer’s Misuse Allegation Findings Report also contains an Affirmative
Administrator User Service Finding, then the Affirmative Administrator User Service Finding shall
be binding on all parties and final and shall not be subject to further appeal or dispute;



     (2) if the Customer’s Misuse Allegation Report contains a Negative Administrator User Service
Finding, then the Contractor or an Affiliate of the Contractor may appeal the Customer’s
Administrator User Services Findings Report only by invoking the arbitration provisions set forth
in Section 4.2(d)(4)(B)(ii) below by delivering to Customer within ten (10) Business Days after
receipt of the Customer’s Misuse Allegation Findings Report a written notice of its intention to
commence arbitration and then within five (5) Business Days after that ten (10) Business Day
period, delivering to Customer a written notice of its election to commence arbitration under the
arbitration provisions set forth in Section 4.2(d)(4)(B)(ii)below; or



     (3) if the Customer’s Misuse Allegation Findings Report contains an Indeterminate
Administrator User Services Finding, or if the Customer fails within the thirty (30) Business Day
period to issue the Customer’s Misuse Allegation Findings Report, then the NUE’s Misuse Allegation
Findings Report containing an Affirmative Administrator User Services Finding shall be deemed an
Affirmative User Services Finding and shall be binding on all parties and final and shall not be
subject to further appeal or dispute.




	 	(bb)	 	Original Negative Administrator User
Service Finding in NUE’s Misuse Allegation Findings Report




If the NUE’s Misuse Allegation Findings Report contained a Negative Administrator User Service
Finding, then the Customer’s Misuse Allegation Findings Report shall result in the following:




     (1) if the Customer’s Misuse Allegation Findings Report contains an Affirmative Administrator
User Service Finding, then the Affirmative Administrator User Service Finding shall be binding on
all parties and final and shall not be subject to further appeal or dispute;



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	Amendment No. 62 (NE)
	SOW:
	 	þ No
	 
	 	o Yes






     (2) if the Customer’s Misuse Allegation Findings Report also contains a Negative Administrator
User Service Finding, then the Contractor or an Affiliate of the Contractor may appeal both the
NUE’s and the Customer’s Misuse Allegation Findings Report only by invoking the arbitration
provisions set forth in Section 4.2(d)(4)(B)(ii) below by delivering to Customer within ten (10)
Business Days after receipt of the Customer’s Misuse Allegation Findings Report a written notice of
its intention to commence arbitration and then within five (5) Business Days after that ten (10)
Business Day period, delivering to Customer a written notice of its election to commence
arbitration under the arbitration provisions set forth in Section 4.2(d)(4)(B)(ii) below; or


     (3) if the Customer’s Misuse Allegation Findings Report contains an Indeterminate Administrator
User Service Finding, or if the Customer fails within the thirty (30) Business Day period to issue
the Customer’s Misuse Allegation Findings Report, then the NUE’s Misuse Allegation Findings Report
containing a Negative Administrator User Service Finding shall be deemed an Affirmative
Administrator User Service Finding and shall be binding on all parties and final and shall not be
subject to further appeal or dispute.





	 	(cc)	 	Original Indeterminate Administrator
User Service Finding in NUE’s Misuse Allegation Findings Report or
Failure to Timely Issue a Findings Report




If the NUE’s Misuse Allegation Findings Report contained an Indeterminate Administrator User
Service Finding, then the Customer’s Misuse Allegation Findings Report shall result in the
following:




     (1) if the Customer’s Misuse Allegation Findings Report contains an Affirmative Administrator
User Service Finding, then the Affirmative Administrator User Service Finding shall be binding on
all parties and final and shall not be subject to further appeal or dispute;



     (2) if the Customer’s Misuse Allegation Findings Report contains a Negative Administrator User
Service Finding, then the Contractor or an Affiliate of the Contractor may appeal the Customer’s
Misuse Allegation Findings Report only by invoking the arbitration provisions set forth in Section
4.2(d)(4)(B)(ii) below by delivering to Customer within ten (10) Business Days after receipt of the
Customer’s Misuse Allegation Findings Report a written notice of its intention to commence
arbitration and then within five (5) Business Days after that ten (10) Business Day period,
delivering to Customer a written notice of its election to commence arbitration under the
arbitration provisions set forth in Section 4.2(d)(4)(B)(ii) below;



     (3) if the Misuse Allegation Findings Report also contains an Indeterminate Administrator User
Service Finding, or if the Customer fails within the thirty (30) Business Day period to issue the
Customer’s Misuse Allegation Findings Report, then the NUE’s Misuse Allegation Findings Report
containing an Indeterminate Administrator User Service Finding



CONFIDENTIAL




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	Amendment No. 62 (NE)
	SOW:
	 	þ No
	 
	 	o Yes





shall be deemed to contain an Affirmative Administrator User Service Finding and shall be binding
on all parties and final and shall not be subject to further appeal or dispute.





	 	(IV)	 	Effect if No Arbitration




If the Contractor or an Affiliate of the Contractor is granted a right to appeal the Customer’s
Misuse Allegation Findings Report or the NUE’s Misuse Allegation Findings Report pursuant to any of
the preceding provisions of Section 4.2(d)(4)(B)(iii) above by invoking the arbitration provisions
of Section 4.2(d)(4)() below, and the Contractor or an Affiliate of the Contractor fails properly
to invoke those provisions within the time periods required, then the Customer’s Misuse Allegation
Findings Report shall be binding on all parties and final and shall not be subject to further
appeal or dispute.





	 	(ii)	 	Arbitration




If the Contractor or an Affiliate of the Contractor properly invokes arbitration against Customer
by complying with the notice and time periods set forth above in Section 4.2(d)(4)(A), the only
arbitration proceeding authorized hereunder shall be conducted under Article 26; provided, however
that the expedited timing provisions of Section 4.4 of Exhibit M of the Agreement shall apply.





	(e)	 	Methods and Procedures






	 	(1)	 	NUE M&P




Contractor and Customer shall, within two (2) months after the last date of execution of the
amendment that first introduced this Section 4.2(e), jointly and in consultation with the NUE
develop in good faith one or more documents setting for all methods, procedures, and processes for
implementing the NUE Process (referred to as the “NUE Process M&P”). The Parties shall develop
methods and procedures for the management of the modification to the NUE Process M&P.
Notwithstanding anything herein to the contrary, the NUE Process M&P shall not conflict with the
Agreement, including by way of clarification and not limitation, the User Agreement and this
Section 4.2. No reference to an NUE Process M&P shall be interpreted to require or permit the
expansion of the scope of the provision to which the reference pertains. If the Contractor and the
Customer cannot agree on any aspect of the NUE Process M&P by the date which is two (2) months
after the effective date of the amendment that first introduced this Section 4.2(e), then Customer
alone shall make such determination, and Contractor shall be required to adhere to and to
incorporate such determination into the NUE Process M&P on or before the date which is one (1)
month before the NUE Start Date. 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 4.2(f) below.





	 	(2)	 	New User Application M&P




Contractor and Customer shall develop one or more documents setting for all methods, procedures,
and processes concerning the Contractor’s processing of New User Applications




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	Amendment No. 62 (NE)
	SOW:
	 	þ No
	 
	 	o Yes





(referred to as the “New User Application M&P”). The Parties shall develop methods and
procedures for the management of the modification to the New User Application M&P. Notwithstanding
anything herein to the contrary, the New User Application M&P shall not conflict with the
Agreement, including by way of clarification and not limitation, the User Agreement and this
Section 4.2. No reference to a New User Application M&P shall be interpreted to require or permit
the expansion of the scope of the provision to which the reference pertains. The New User
Application M&P shall not be subject to a unilateral right to make a determination, as set forth in
Section 4.2(f) below.





	(f)	 	Customer’s Standard




In exercising its right to make any determination under this Section 4.2 upon the failure of the
Customer and the Contractor to agree within the applicable time period set forth therein, which
right to make such a determination consists solely of Customer’ rights under Section 4.2(e)(1)
above with respect to the development of the NUE Process M&P, as set forth in Section 4.2(e)(1),
Customer’s right under Section 4.2(c)(5)(A) above with respect to the selection of the Initial NUE
and a First Successor NUE, and the Customer’s right under Section 4.2(c)(5)(B) above with respect
to the selection of a Successor NUE, 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 purpose of the NUE Process and
recognizing the interest of actual and potential customers of Applicants and Users [including
Contractor as a User] in receiving legitimate services without interruption or undue delay) and
shall deliver the result of such determination in writing to Contractor; provided, however, that
Customer’s right to make any such determination shall not in any way result in the modification of
any provision in this Agreement or modify the scope of any aspect of the NUE Process.
Notwithstanding anything to the contrary in this Section 4.2, in the event Customer has not
delivered any determination to be made by Customer under this Section 4.2 within three (3) 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.





	(g)	 	Use of Findings Reports




Contractor and Customer may use the content of a Findings Report, including any findings set forth
therein, only with respect to the NUE Process or in defense of any actions of Contractor or
Customer in a legal or regulatory proceeding, and shall not use Findings Report in any proceeding,
whether legal or regulatory in nature other than with respect to the NUE Process, unless otherwise
required under legal process or pursuant to a rule, ruling or direction of a regulatory agency. Any
submissions to the NUE as part of the NUE Process and the Findings Reports issued hereunder shall
be considered Confidential Information under Article 15 of this Agreement.





	(h)	 	New User Application




Contractor shall update the New User Application used by the Contractor to qualify Applicants as
Users to reflect the requirements set forth in this Section 4.2. Contractor shall have the right




CONFIDENTIAL




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	Amendment No. 62 (NE)
	SOW:
	 	þ No
	 
	 	o Yes





to revise the New User Application for administrative purposes, so long as such a revision is not
to a provision that is required under this Agreement; provided, however, that Contractor shall
provide Customer with written notice of any such allowable revision; and provided, further, that
revisions to those provisions that are required under this Agreement may be made and shall only be
effective upon the advance written agreement of Customer and the Contractor, but subject to the New
User Application M&P.





	10.	 	ACKNOWLEDGMENT




Customer hereby agrees that during such time as this Amendment is in effect Customer shall not
assert, claim or otherwise maintain, including without limitation in any proceeding, that
Contractor’s qualification as a User, execution of an NPAC/SMS User Agreement, and provision of
services as a User, in all cases in accordance with the requirements set forth in the
then-applicable Section 4.2 of the Master Agreement violate either (a) the Assignment Agreement
(Contractor Services Agreement), by and between Lockheed Martin IMS, CIS Acquisition Corporation,
and Customer, dated November 30, 1999 (as amended, the “Assignment Agreement”), (b) the rules,
regulations, orders, opinions or decisions 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) as of the Amendment Effective Date, including, without
limitation, In the Matter of Request of Lockheed Martin Corporation and Warburg, Pincus & Co. for
Review of the Transfer of the Lockheed Martin Communications Industry Services Business, Order, CC
Docket No. 92-237, NSD File No. 98-151 (November 1999), including the “NeuStar Code of Conduct” set
forth therein (the “Warburg Transfer Order”), and North American Numbering Plan Administration;
NeuStar, Inc., Request to Allow Certain Transactions Without Prior Commission Approval and to
Transfer Ownership, CC Docket No. 92-237, FCC 04-203 (Aug. 26, 2004) (the “Safe Harbor Order”). The
foregoing does not in any way affect Article 25 of the Master Agreement, which concerns regulatory
and legislative considerations.





	11.	 	NOTICES




The notice provision of Section 27.6 of the Master Agreement is hereby amended with respect to
Contractor to provide that all notices or other communications required or permitted to be given
under the Master Agreement shall be in writing (unless otherwise specifically provided herein) and
delivered or addressed as follows:




	 	 	 	 	 
	 

	 	If to Contractor:
	 	Michael O’Connor

Vice President, Customer Relations

NeuStar, Inc.

46000 Center Oak Plaza

Sterling, VA 20166






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	Amendment No. 62 (NE)
	SOW:
	 	þ No
	 
	 	o Yes






	 	 	 	 	 
	 

	 	with a copy to:
	 	Stephen Addicks

Project Executive

NeuStar, Inc.

46000 Center Oak Plaza

Sterling, VA 20166
	 
	 	 	 	 
	 

	 	and to:
	 	General Counsel

NeuStar, Inc.

46000 Center Oak Plaza

Sterling, VA 20166







	12.	 	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 Amendment.
From and after the Amendment Effective Date, this 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.





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	Amendment No. 62 (NE)
	SOW:
	 	þ No
	 
	 	o Yes







	 	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 INENTIONALLY LEFT BLANK]




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	Amendment No. 62 (NE)
	SOW:
	 	þ No
	 
	 	o Yes





IN WITNESS WHEREOF, the undersigned have executed this Amendment:




	 	 	 	 	 
	CONTRACTOR: NeuStar, Inc.

 	 	 
	By:  	/s/ Michael O’Connor
 	 	 
	 	Its: VP-CUSTOMER RELATIONS 	 	 
	 	Date: 23 SEP 08 	 	 
	 


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

the Northeast Carrier Acquisition Company, LLC




	 	 	 	 	 
	 	 	 
	By:  	/s/ Melvin Clay
 	 	 
	 	Its:       NAPM LLC CO-CHAIR 	 	 
	 	Date:      9/17/2008 	 	 
	 
	 	 	 
	By:  	/s/ Timothy Decker
 	 	 
	 	Its: NAPM LLC Co-Chair 	 	 
	 	Date: 9/17/2008 	 	 
	 



CONFIDENTIAL





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