exv10w2w5






Exhibit 10.2.5




	 	 	 
	Amendment No. 68 (CA)
	SOW: 
	 	o Yes
	
	 	þ No













AMENDMENT NO. 68




TO




CONTRACTOR SERVICES AGREEMENT FOR NPAC/SMS




FOR




CANADIAN SERVICE AREA



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	Amendment No. 68 (CA)
	SOW: 
	 	o Yes
	
	 	þ No








AMENDMENT NO. 68




UNDER




CONTRACTOR SERVICES AGREEMENT FOR NUMBERING

ADMINISTRATION CENTER / SERVICE MANAGEMENT SYSTEM FOR

CANADIAN SERVICE AREA




Termination of License Royalty Fee Obligation




1. PARTIES



This Amendment No. 68 (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 (the “Master Agreement”) by and between NeuStar,
Inc., a Delaware corporation (“Contractor”) and the Canadian LNP Consortium Inc., a corporation
incorporated under the laws of Canada (the “Customer”).




2. EFFECTIVENESS



This Amendment shall be effective as of the 22nd day of September, 2008 (the “Amendment
Effective Date”) only upon execution of this Amendment by Contractor and Customer. The number in
the upper left-hand comer refers to this Amendment. Undefined capitalized terms used herein shall
have the meanings ascribed by the Master Agreement.




3. TERMINATION OF ROYALTY FEE OBLIGATION




     3.1 Statement of Intent


The Parties have agreed to terminate the Customer’s obligation to pay to Contractor a royalty fee
under Exhibit L to the Master Agreement. Therefore, the Parties hereby amend the following
provisions of the Master Agreement.




     3.2 Section 9.3 of Master Agreement



          (a) In the first sentence of Section 9.3, the word “royalty-free” is added after the word
“non-exclusive”;




          (b) The penultimate sentence in Section 9.3, which reads as follows, is hereby deleted in its
entirety:





“A monthly royalty fee, which method of calculation is described in Exhibit L, will be
required for the duration of the five year license or until the effective date of termination
by Customer.”



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	Amendment No. 68 (CA)
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     3.3 Exhibit L to Master Agreement



          (a) The following clause under item (ii) of Paragraph (k) of Exhibit L is hereby deleted in
its entirety:





“, as well as any fee or royalty-related records requested by Contractor in
connection with a final royalty audit;”



          (b) As a result of the deletion of item (ii) in Paragraph (k), item (iii) in Paragraph (k) of
Exhibit L is hereby renumbered as item (ii).




          (c) Paragraphs (m) through (o) of Exhibit L are hereby deleted in their entirety.




     3.4 Article 32 of Master Agreement


Article 32 of the Master Agreement, as introduced by Article 8 of the Canadian NPAC/SMS Contractor
Services Agreement Amending Agreement, dated October 28, 2005, is hereby deleted in its entirety
and replaced with the following:





“ARTICLE 32 — REVISION TO ADDITIONAL TERMS AND CONDITIONS OF SOFTWARE LICENSE




The Agreement is hereby amended to reflect the following agreements between the Contractor and
Customer, recognizing that the same are broadly drafted and that the expression of these
terms, conditions and covenants in the Contractor Services Agreement will require further
specific and detailed provisions:




(a) the license contained in Exhibit L (Additional Terms and Conditions of Software License)
of the Agreement shall be amended to reflect the following:




	 	(i)	 	subject to paragraph (ii) immediately below, the license
rights to the Canadian NP AC/SMS Software shall not include the use of
functionality not purchased under a Statement of Work with Contractor. After
the conclusion of any Extension Period (as defined in Article 24 of the
Contractor Services Agreement), Contractor shall have the right to audit Users
for compliance with the foregoing;






	 	(ii)	 	the license to the Canadian NP AC/SMS Software under Article
9 of the Agreement shall, for greater certainty, include: (A) any Maintenance
Modifications created by Contractor during an Extension Period; (B) any
Enhancements that are subject to





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	Amendment No. 68 (CA)
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continuing obligations under a Statement of Work; (C) any Enhancements not subject
to a continuing obligation under a Statement of Work that contain modifications or
revisions to the NPAC/SMS Software to correct defects or are necessary for the day
to day functionality of the NPAC/SMS, when such modifications or revisions were not
otherwise made available to the Customer in a Maintenance Modification or other
Enhancement; and (D) Enhancements for which the payments have been completed.”



4. APPLICABLE DOCUMENTS



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




	 	 	 
	N/A

	 	Functional Requirements Specifications
	 
	 	 
	N/A

	 	Requirements Traceability Matrix
	 
	 	 
	N/A

	 	External Design
	 
	 	 
	N/A

	 	System Design
	 
	 	 
	N/A

	 	Detailed Design
	 
	 	 
	N/A

	 	Integration Test Plan
	 
	 	 
	N/A

	 	System Test Plan
	 
	 	 
	N/A

	 	Software Quality Assurance Program Report
	 
	 	 
	N/A

	 	User Documentation
	 
	 	 
	N/A

	 	Software Configuration Management Plan
	 
	 	 
	N/A

	 	Standards and Metrics
	 
	 	 





5. IMPACTS ON MASTER AGREEMENT



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




	 	 	 
	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 I Key Personnel
	 
	 	 
	None

	 	Exhibit J User Agreement Form
	 
	 	 
	None

	 	Exhibit K External Design
	 
	 	 
	þ

	 	Exhibit L Additional Terms and Conditions of Software License
	 
	 	 
	None

	 	Exhibit M Software Escrow Agreement
	 
	 	 
	None

	 	Exhibit O Statement of Work Cost Principles
	 
	 	 





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	Amendment No. 68 (CA)
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6. MISCELLANEOUS




     6.1 Counterparts


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




     6.2 Continuation of Master Agreement and User Agreement


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




     6.3 Entire Agreement


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




[THIS SPACE INTENTIONALLY LEFT BLANK]



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	Amendment No. 68 (CA)
	SOW: 
	 	o Yes
	
	 	þ No






IN WITNESS WHEREOF, the undersigned have executed and delivered this Amendment No. 68(CA):




	 	 	 	 	 
	CONTRACTOR: NeuStar, Inc.

 	 	 
	Signature: 	/s/ Michael O’Connor
 	 	 
	 	Name:  	MICHAEL O’CONNOR 	 	 
	 	Title:  	VP-CUSTOMER RELATIONS NSR 	 	 
	 
	CUSTOMER: Canadian LNP Consortium Inc.

 	 	 
	Signature: 	/s/ JACQUES SARRAZIN
 	 	 
	 	Name:  	JR SARRAZIN 	 	 
	 	Title:  	PRESIDENT 	 	 
	 



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