AGREEMENT RESPECTING NONCOMPETITION, NONSOLICITATION AND CONFIDENTIALITY

Exhibit 10.41

AGREEMENT RESPECTING NONCOMPETITION,
NONSOLICITATION AND CONFIDENTIALITY

     This AGREEMENT RESPECTING NONCOMPETITION, NONSOLICITATION AND CONFIDENTIALITY (this “Agreement”) is entered into this ___day of                      200_, by and between                      (“Employee”) and NeuStar, Inc. (together with its affiliates and successors, “NeuStar”) (hereinafter collectively referred to as “the Parties”).

     WHEREAS, Employee is employed by NeuStar;

     NOW, THEREFORE, in consideration of                     , and the mutual covenants described below, the Parties agree as follows:

     1. Noncompetition. Employee acknowledges that his or her employment with NeuStar has created a relationship of confidence and trust between Employee and NeuStar. During the term of Employee’s employment, Employee 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. Employee 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                     , Employee agrees that prior to 18 months from the date his or her employment is terminated or otherwise ceases, with respect to any state or country in which NeuStar engaged in business during Employee’s employment term, Employee shall not participate or engage, directly or indirectly, for himself or herself 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 Employee at any time during Employee’s employment 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 Employee 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 Employee 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. Employee agrees that during his or her employment with NeuStar and for 18 months thereafter, Employee shall not engage in Solicitation, whether for Employee’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 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 shall not constitute a violation of this Paragraph 2 unless Employee’s name is contained in such advertisements or solicitations.

     3. Confidentiality. Employee agrees not to disclose to any person or entity or use, at any time (except as may be required by law or legal process), Confidential Information. “Confidential Information” means any information not in the public domain or generally known in the industry, in any form, acquired by Employee while employed by NeuStar or any predecessor to NeuStar’s business or, if acquired following the employment term, such information which, to Employee’s knowledge, has been acquired, directly or indirectly, from any person or entity owing a duty of confidentiality to NeuStar (or to which NeuStar owes a duty of confidentiality), including but not limited to information regarding customers, vendors, suppliers, trade secrets, training programs, manuals or materials, technical information, contracts, systems, procedures, mailing lists, know-how, trade names, improvements, price lists, financial or other data (including the revenues, costs or profits associated with any of NeuStar’s products or services), business plans, code books, invoices and other financial statements, computer programs, software systems, databases, discs and printouts, plans (business, technical or otherwise), customer and industry lists, correspondence, internal reports, personnel files, sales and advertising material, telephone numbers, names, addresses or any other compilation of information, written or unwritten, which is or was used in the business of NeuStar. All of such information, in any form, and copies and extracts thereof, are and shall remain the sole and exclusive property of NeuStar, and upon the resignation of Employee’s employment with NeuStar, Employee shall return to NeuStar the originals and all copies of any such information provided to or acquired by Employee in connection with the performance of his or her duties for NeuStar, and shall return to NeuStar all files, correspondence and other communications received, maintained or originated by Employee during the course of his or her employment.

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