AGREEMENT RESPECTING
NONCOMPETITION AND NONSOLICITATION
This AGREEMENT
RESPECTING NONCOMPETITION AND NONSOLICITATION (this
“Agreement”) is entered into this 5
th 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 Foster’s
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 NeuStar’s substantial
detriment. Therefore, in consideration for Foster’s 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
Foster’s consultancy with NeuStar, with respect to any state
or country in which NeuStar engaged in business during
Foster’s 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 Foster’s 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 Foster’s
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
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