AGREEMENT RESPECTING NONCOMPETITION AND NONSOLICITATIONNonCompetition Agreement |
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Exhibit 10.52
AGREEMENT RESPECTING
NONCOMPETITION AND NONSOLICITATION
This
AGREEMENT RESPECTING NONCOMPETITION AND NONSOLICITATION (this Agreement) is
entered into this 5th day of May 2008, by and between Mark Foster
(Foster) and NeuStar, Inc. (together with its affiliates and successors,
NeuStar) (hereinafter collectively referred to as the Parties).
WHEREAS,
Foster has been employed by NeuStar since November 1999 and has entered
into a Status Change Agreement, dated May 5, 2008, whereby he will become
a consultant of NeuStar on May 7, 2008 (the Status Change Date);
NOW,
THEREFORE, in consideration of the compensation and benefits to be provided
to Foster by NeuStar as an employee through the Status Change Date and as a
consultant on and after the Status Change Date, and the mutual covenants
described below, the Parties agree as follows:
1. Noncompetition.
Foster acknowledges that his employment with NeuStar has created a relationship
of confidence and trust between Foster and NeuStar. During the term of Fosters
employment, Foster has obtained Confidential Information (within the meaning of
Paragraph 3) with regard to NeuStar, its officers, directors and employees
and/or its clients, customers and vendors and has obtained contacts, training
and experience. Foster acknowledges and agrees that there is a substantial
probability that such Confidential Information, contacts, training and
experience could be used to the substantial advantage of a competitor of
NeuStar and/or to NeuStars substantial detriment. Therefore, in consideration
for Fosters continued employment through the Status Change Date and his
retention as a consultant on and after the Status Change Date, Foster agrees
that during his employment and consultancy with NeuStar and prior to the date
which is the later of (a) 18 months after the Status Change Date or
(b) 12 months after the termination of Fosters consultancy with
NeuStar, with respect to any state or country in which NeuStar engaged in
business during Fosters employment or consultancy term, Foster shall not
participate or engage, directly or indirectly, for himself or on behalf of or
in conjunction with any person, partnership, corporation, or other entity,
whether as an employee, agent, officer, director, shareholder, partner, joint
venturer, investor or otherwise, in any business competitive with a business
undertaken by NeuStar or by Foster in relation to his work for NeuStar at any
time during Fosters employment or consultancy term. For purposes of this
paragraph, such business shall include but not be limited to the activities of
numbering, number management, internet domains, web performance and network
monitoring, communication registries, and infrastructure services relating to
mobile data and messaging.
Nowithstanding
the foregoing, nothing herein shall prohibit Foster from being employed by, or
holding a passive or indirect equity ownership in, any person or entity that
has operations that compete with NeuStar so long as Foster does not personally
participate in the management of, or provide strategic advice to, the
operations of such person or entity that compete with NeuStar.
2. Nonsolicitation.
Foster agrees that during his employment and consultancy with NeuStar and for
18 months thereafter, Foster shall not engage in Solicitation, whether for
Fosters own account or for the account of any other individual, partnership,
firm, corporation or
other business organization
(other than NeuStar). Solicitation means any of the following, or an attempt
to do any of the following: (i) recruiting, soliciting or inducing any
non-clerical employee or consultant of NeuStar (including, but not limited to,
any independent sales representative or organization) to terminate his or her
employment with, or otherwise cease or reduce his or her relationship with,
NeuStar; (ii) hiring or assisting another person or entity to hire any
non-clerical employee or consultant of NeuStar or any person who within
12 months before was such a person; or (iii) soliciting or inducing
any person or entity (including any person who within the preceding
12 months was a customer or client of NeuStar) to terminate, suspend,
reduce, or diminish in any way its relationship with or prospective
relationship with NeuStar. The placement of general classified or help wanted
advertisements and/or general solicitations to the public at large, and the
hiring of any person who responds to such advertisements or solications, shall
not constitute a violation of this Paragraph 2 unless Fosters name is
contained in such advertisements or solicitations.
3. Nondisparagement.
Each Party agrees not to issue or communicate, directly or indirectly, any
public statement (or statement likely to become public) that disparages,
denigrates, maligns or impugns the other Party or its officers, directors,
employees, products or services, except truthful responses to legal process or
governmental inquiry or by Foster in carrying out his duties for NeuStar.
4. Consideration.
Foster acknowledges and agrees that the covenants provided for in this
Agreement, including the term of the restricted period, the range of activities
and the geographic area encompassed in such covenants, are reasonable and
necessary in order to protect NeuStar in the conduct of its business and the
utilization of its assets. Foster agrees that the prohibitions and restrictions
in this Agreement will not prevent Foster from earning a livelihood after the
termination of his employment and consultancy. Foster further agrees that his
continued employment and consultancy, and the compensation and benefits to be
provided by NeuStar in connection with such employment and consultancy, are in
consideration of his entering into this Agreement.
5. Interpretation.
If any restriction with regard to this Agreement is found by a court of
competent jurisdiction to be invalid or unenforceable because it extends for
too long a period of time or over too great a range of activities or in too
broad a geographic area, it shall be deemed amended to extend over the maximum
period of time, range of activities and/or geographic area to which it may be
enforceable.
6. Severability.
The invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement.
7. Waiver
of Rights. No delay or omission by NeuStar in exercising any right under
this Agreement will operate as a waiver of that or any other right. A waiver or
consent given by NeuStar on any one occasion is effective only in that instance
and will not be construed as a bar to, or waiver of, any right on any other
occasion.
8. Equitable
Remedies. The restrictions contained in this Agreement are necessary for
the protection of the business and goodwill of NeuStar and are considered by
Foster to be reasonable for such purpose. Foster agrees that any breach or
threatened breach of this






