Pursuant to 17
CFR 240.24b-2, confidential information has been omitted in places
marked “[* * *]” and has been filed separately with the
Securities and Exchange Commission pursuant to a Confidential
Treatment Application filed with the Commission.
SENIOR ADVISOR SERVICES
AGREEMENT
This Senior
Advisor Services Agreement (the “Agreement”) is entered
into this 5th day of May 2008 (the “Effective
Date”) by and between Mark Foster (“Senior
Advisor”), having a residence at [* * *], and NeuStar, Inc.
(“NeuStar”), a Delaware company having a place of
business at 46000 Center Oak Plaza, Sterling, VA 20166 (each a
“Party” and collectively the
“Parties”).
Acting as an
independent senior advisor, and not as an employee of NeuStar,
Senior Advisor shall provide NeuStar the consulting services (the
“Services”) set forth in one or more consecutively
numbered statements of work, the first of which is attached hereto
as Attachment A , each of which shall be subject to the
terms and conditions of this Agreement and shall be deemed
incorporated herein by reference upon mutual execution and delivery
by the Parties (each, a “SOW”). Senior Advisor shall
use best efforts in performing the Services in a professional and
timely manner, using the highest degree of skill, diligence and
expertise.
NeuStar shall
make payment to Senior Advisor for Services performed as set forth
hereunder at the rate set forth in the applicable SOW. In addition,
when requested and authorized by NeuStar in writing in advance,
NeuStar shall reimburse Senior Advisor for reasonable travel
expenses and other reasonable costs incurred in providing his
Services hereunder. NeuStar shall make such payment in arrears
within thirty (30) days of NeuStar’s receipt of Senior
Advisor’s monthly invoice, which shall include an itemized
account of Services and reimbursable expenses, together with all
original receipts relating to the approved reimbursable expenses,
if any, and a valid purchase order number from NeuStar relating to
the Services described on the invoice; provided that NeuStar shall
not be obligated to remit payment (a) if the invoice is not
complete, or (b) for any portion of the invoice which NeuStar
disputes in good faith.
All invoices
from the Senior Advisor shall be addressed as set forth below in
this section:
NeuStar,
Inc.
4600 Center Oak Plaza
Sterling, VA 20166
Attn: Accounts Payable
3. ADHERENCE
TO SAFETY AND SECURITY REQUIREMENTS
Senior Advisor
shall be responsible for observing NeuStar rules, regulations and
policies concerning NeuStar’s place of business (the
“Premises”), including but not limited to safety
regulations and security requirements. Senior Advisor shall also
work in harmony with NeuStar employees, agents, contractors and
other advisors. In the event that NeuStar determines that Senior
Advisor is failing to observe such rules or work in such manner,
NeuStar may request that Senior Advisor leave the Premises. Upon
receipt of such request, Senior Advisor shall leave the Premises
promptly.
4.
CONFIDENTIAL INFORMATION
(a) In
performing the Services, Senior Advisor may receive from NeuStar,
or Senior Advisor may observe, certain confidential and proprietary
information. “Confidential Information” means all
information, whether of a technical, business or any other nature,
disclosed in any manner, whether verbally, electronically, visually
or in a written or other tangible form, which is either identified
as
1
Pursuant to 17
CFR 240.24b-2, confidential information has been omitted in places
marked “[* * *]” and has been filed separately with the
Securities and Exchange Commission pursuant to a Confidential
Treatment Application filed with the Commission.
confidential or
proprietary or which should be reasonably understood to be
confidential or proprietary in nature with respect to NeuStar, its
affiliates or third parties. Confidential Information shall also
include (i) the terms and conditions of this Agreement
(including without limitation the nature and/or substance of the
Services), and (ii) all information or work product (including
any deliverables) of any kind obtained or developed by Senior
Advisor as a result of the Services performed hereunder.
(b) Confidential
Information does not include any information that (i) is now
or subsequently becomes publicly available without breach of this
Agreement, (ii) can be demonstrated to have been lawfully
known to Senior Advisor at the time of its receipt from NeuStar,
(iii) is rightfully received by Senior Advisor from a
third-party who, to Senior Advisor’s knowledge, did not
acquire or disclose such information by a wrongful or tortious act,
or (iv) can be shown by documentation to have been
independently developed by Senior Advisor without reference to any
Confidential Information.
(c) Except as
set forth in paragraph 4(e) below, Senior Advisor shall
(i) keep NeuStar’s Confidential Information in strict
confidence, and (ii) not disclose any of NeuStar’s
Confidential Information to anyone without NeuStar’s prior
written consent. Senior Advisor shall not use, or permit others to
use, Confidential Information for any purpose other than for
performing the Services.
(d) Senior
Advisor shall take all reasonable measures to avoid disclosure,
dissemination or unauthorized use of NeuStar’s Confidential
Information, including, at a minimum, those measures Senior Advisor
takes to protect his own Confidential Information of a similar
nature, which shall not be less than the care a reasonable person
would use under similar circumstances.
(e) If
required to disclose NeuStar’s Confidential Information
pursuant to applicable federal, state or local law, regulation,
court order, or other legal process, Senior Advisor shall give
NeuStar prior written notice of such required disclosure and, to
the extent reasonably possible, give NeuStar an opportunity to
contest such required disclosure at NeuStar’s
expense.
(f) Senior
Advisor shall notify NeuStar immediately in the event Senior
Advisor learns of any unauthorized possession, use or knowledge of
NeuStar’s Confidential Information or materials containing
such Confidential Information, and will cooperate with NeuStar in
any proceeding against any third parties necessary to protect
NeuStar’s rights with respect to the Confidential
Information.
(g) NeuStar,
or the relevant third party, as the case may be, retains all right,
title and interest in and to its Confidential Information,
including any intellectual property rights thereof, and Senior
Advisor shall have no rights, by license or otherwise, to use or
disclose Confidential Information except as otherwise expressly
provided herein.
(h) Disclosure
or use of NeuStar’s Confidential Information in violation of
this Agreement could cause irreparable harm to NeuStar for which
monetary damages may be difficult to ascertain or are an inadequate
remedy. Therefore, NeuStar shall have the right, in addition to its
other rights and remedies, to seek and obtain injunctive relief for
any violation of this Agreement.
(a) All
right, title and interest in and to the intellectual property
rights in the work product developed hereunder hereby vests solely
and exclusively in NeuStar. To the extent possible, all work
product shall be considered “work done for hire.” In no
event shall this Agreement grant by implication a license to any
intellectual property rights, except as otherwise expressly
authorized and agreed. For the purposes of this Agreement,
intellectual property rights shall mean all those rights and
interests, whether by statute or under common law, relating to
copyrights, patents, trademarks, trade secrets, or any
similar
2
Pursuant to 17
CFR 240.24b-2, confidential information has been omitted in places
marked “[* * *]” and has been filed separately with the
Securities and Exchange Commission pursuant to a Confidential
Treatment Application filed with the Commission.
(b) To the
extent, if any, that ownership of the work product does not
automatically vest in NeuStar by virtue of this Agreement or
otherwise, Senior Advisor hereby transfers and assigns to NeuStar
all rights, title and interest that Senior Advisor may have in
and
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