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.
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