exv10w2w1







Exhibit 10.2.1




	 	 	 
	Revision 1 to Amendment No. 60 (CA)
	SOW:

	 	    
No 

ü Yes











REVISION 1



TO



STATEMENT OF WORK



FOR



CANADIAN VIRTUAL POINT OF PRESENCE ACCESS TO

NPAC/SMS PRODUCTION COMPUTER SYSTEM AND NPAC/SMS

DISASTER RECOVERY COMPUTER SYSTEM



UNDER



CONTRACTOR SERVICES AGREEMENT FOR NUMBER

PORTABILITY ADMINISTRATION CENTER / SERVICE

MANAGEMENT SYSTEM



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	Revision 1 to Amendment No. 60 (CA)
	SOW:

	 	    
No 

ü Yes






REVISION 1




TO



STATEMENT OF WORK NO. 60 (CA)



UNDER



CONTRACTOR SERVICES AGREEMENT FOR NUMBER PORTABILITY

ADMINISTRATION CENTER / SERVICE MANAGEMENT SYSTEM



Canadian Virtual Point of Presence Access to NPAC/SMS Production Computer

System and NPAC/SMS Disaster Recovery Computer System



1. PARTIES



This Revision 1 (the “Revision”) to Statement of Work No. 60(CA) (the “Statement of Work” or
“SOW”) is entered into pursuant to Article 13 and Article 30 of, and upon execution shall be a
part of, the Contractor Services Agreement for Number Portability Administration Center/Service
Management System (the “Master Agreement”) by and between NeuStar, Inc., a Delaware corporation
(“Contractor”) and the Canadian LNP Consortium Inc., a corporation incorporated under the laws of
Canada (the “Customer”).




2. EFFECTIVENESS



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




3. REVISIONS



The second paragraph of Section 3.1 of SOW No. 60(CA) is hereby deleted in its entirety and
replaced with the following:





Contractor shall notify the Customer in writing, at least ten (10) Business Days prior to
the effective date, of any extension, renewal or other modification of the existing terms
with Allstream, the underlying provider of VPOP services, and any other service terms with
any other underlying provider with whom Contractor may enter into an agreement in
substitution for the agreement with Allstream, regarding virtual point of presence (VPOP)
services under this SOW. Notwithstanding the foregoing, Contractor shall not effect any
such extension, renewal, or other modification, or enter into arrangements with any other
underlying provider, to the extent any of the foregoing would impact any of Customer’s
rights hereunder in any way, without obtaining Customer’s prior written consent.



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	Revision 1 to Amendment No. 60 (CA)
	SOW:

	 	    
No 

ü Yes





Article 5 of SOW No. 60(CA) is hereby deleted in its entirety and replaced with the following:




5. PROJECT SCHEDULE AND SOW TERM





Contractor shall provide the Additional Services contemplated under this SOW until the
earlier of (a) November 15, 2010 and (b) termination or expiration of the Master Agreement
(the “SOW Term”). This SOW will renew automatically for additional twelve-month periods on
the same terms and conditions set forth herein at the then-current underlying costs
(including any such costs that result in a Monthly Recurring Charge or Non-Recurring Fee)
(and in accordance with Exhibit O of the Master Agreement) incurred by Contractor for the
Additional Services, unless Customer provides notice of its intention not to renew this SOW
no later than sixty (60) days prior to the expiration of the then-current SOW Term, and
provided that Contractor notifies Customer of such underlying costs no less than one
hundred twenty (120) days prior to such renewal date.


Except for the replacement of Section 3.1 and Article 5 of the SOW as set forth immediately above,
all other terms of the SOW shall remain in full force and effect.




4. APPLICABLE DOCUMENTS





	 	 	The following internal documents are applicable to the Additional Services contemplated under the
SOW, as amended by this Revision:





	 	 	 
	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
	 
	 	 
	ü

	 	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 the SOW, as amended by this
Revision:




	 	 	 
	None

	 	Master Agreement
	 
	 	 
	None

	 	Exhibit B Functional Requirements Specification
	 
	 	 
	None

	 	Exhibit C Interoperable Interface Specification
	 
	 	 






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	Revision 1 to Amendment No. 60 (CA)
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ü Yes






	 	 	 
	ü

	 	Exhibit E Pricing Schedules
	 
	 	 
	None

	 	Exhibit F Project Plan and Test Schedule
	 
	 	 
	None

	 	Exhibit G Service Level Requirements
	 
	 	 
	None

	 	Exhibit H Reporting and Monitoring Requirements
	 
	 	 
	None

	 	Exhibit I Key Personnel
	 
	 	 
	None

	 	Exhibit J User Agreement Form
	 
	 	 
	None

	 	Exhibit K External Design
	 
	 	 
	None

	 	Exhibit L Infrastructure/Hardware
	 
	 	 
	None

	 	Exhibit M Software Escrow Agreement
	 
	 	 
	None

	 	Exhibit N System Performance Plan for NPAC/SMS Services
	 
	 	 
	ü

	 	Exhibit O Statement of Work Cost Principles
	 
	 	 





6. 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 Revision. From and after the Effective Date, the SOW, as amended by this Revision, shall be a
part of the Master Agreement and, as such, shall be subject to the terms and conditions therein.




7. MISCELLANEOUS




     7.1 Counterparts


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




     7.2 Entire Agreement



This Revision 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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	Revision 1 to Amendment No. 60 (CA)
	SOW:

	 	    
No 

ü Yes





IN WITNESS WHEREOF, the undersigned have executed and delivered this Revision 1 to SOW No.
60(CA):




	 	 	 	 	 
	CONTRACTOR: NeuStar, Inc.

 	 	 
	Signature:  	/s/ Michael O’Connor
 	 	 
	 	Name:  	Michael O’Connor	 	 
	 	Title:  	VP-Customer Relations 	 	 
	 	 



Date: Nov. 23, 2009




	 	 	 	 	 
	CUSTOMER: Canadian LNP Consortium Inc.

 	 	 
	Signature:  	/s/ JR SARRAZIN
 	 	 
	 	Name:  	JR SARRAZIN 	 	 
	 	Title:  	PRESIDENT & CEO 	 	 
	 	 



Date: NOV 17, 2009




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