Amendment No. 67 (CA) April 1, 2008SOW: o Yes No

Amendment No. 67 (CA)

April 1, 2008

EX-10.2.3 2 w64771exv10w2w3.htm EX-10.2.3 exv10w2w3

Exhibit 10.2.3

AMENDMENT NO. 67

FOR

NOTICES AND PROJECT EXECUTIVE UPDATE

UNDER

CONTRACTOR SERVICES AGREEMENT FOR NUMBERING

ADMINISTRATION CENTER / SERVICE MANAGEMENT

SYSTEM

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AMENDMENT NO. 67

UNDER

CONTRACTOR SERVICES AGREEMENT FOR NUMBERING
ADMINISTRATION CENTER / SERVICE MANAGEMENT SYSTEM

Notices and Project Executive Update

1. PARTIES

This Amendment No. 67 (this “Amendment”) is entered into pursuant to Article 30 of, and upon execution shall be a part of, the Contractor Services Agreement for Number Portability Administration Center/Service Management System (the “Master Agreement”) by and between NeuStar, Inc., a Delaware corporation (“Contractor”) and the Canadian LNP Consortium Inc., a corporation incorporated under the laws of Canada (the “Customer”).

2. EFFECTIVENESS

This Amendment shall be effective as of the 1^st day of April, 2008 (the “Amendment Effective Date”) only upon execution of this Amendment by Contractor and Customer. The number in the upper left-hand corner refers to this Amendment. Undefined capitalized terms used herein shall have the meanings ascribed by the Master Agreement.

3. UPDATES

3.1 Notices

Section 27.6 of the Master Agreement is hereby modified to reflect the following recipients for notices purposes:


If to Customer:		To the Customer Project Executive at the address set forth in Exhibit I

with a copy to:		Jacques R. Sarrazin, President
		Canadian LNP Consortium Inc.
		6 Eagle Chase Court
		Nepean, Ontario
		K2J 3N5
		Tel: (613) ###-###-####
		Fax: (613) ###-###-####
		Email: *@*

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with a copy to:		J. Scott Fletcher
		Gowling Lafleur Henderson LLP
		Barristers and Solicitors
		2600 — 160 Elgin Street
		Ottawa, Ontario
		K1P 1C3
		Tel: (613) ###-###-####
		Fax: (613) ###-###-####
		Email: *@*

If to Contractor:		To the Contractor Project Executive at the address set forth in Exhibit I

with a copy to:		NeuStar Inc.
		Attn: Michael O’Connor, VP, Customer Relations
		46000 Center Oak Plaza
		Sterling, Virgina USA 20166
		Tel: (571) ###-###-####
		Fax: (631) ###-###-####

with a copy to:		NeuStar Inc.
		Attn: General Counsel
		46000 Center Oak Plaza
		Sterling, Virginia USA 20166
		Fax: (571) ###-###-####

3.2 Exhibit I

Exhibit I is hereby deleted and replaced in its entirety with the copy attached hereto as Attachment 1.

4. APPLICABLE DOCUMENTS

The following internal documents are applicable to the Additional Services contemplated under this Amendment:


N/A		Functional Requirements Specifications
N/A		Requirements Traceability Matrix
N/A		External Design
N/A		System Design
N/A		Detailed Design
N/A		Integration Test Plan
N/A		System Test Plan
N/A		Software Quality Assurance Program Report
N/A		User Documentation

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N/A		Software Configuration Management Plan
N/A		Standards and Metrics

5. IMPACTS ON MASTER AGREEMENT

The following portions of the Master Agreement are impacted by this Amendment:


þ		Master Agreement
None		Exhibit B Functional Requirements Specification
None		Exhibit C Interoperable Interface Specification
None		Exhibit E Pricing Schedules
None		Exhibit F Project Plan and Test Schedule
None		Exhibit G Service Level Requirements
None		Exhibit H Reporting and Monitoring Requirements
þ		Exhibit I Key Personnel
None		Exhibit J User Agreement Form
None		Exhibit K External Design
None		Exhibit L Infrastructure/Hardware
None		Exhibit M Software Escrow Agreement
None		Exhibit O Statement of Work Cost Principles

6. MISCELLANEOUS

6.1 Counterparts

This Amendment may be executed in two or more counterparts and by different parties hereto in separate counterparts, with the same effect as if all parties had signed the same document. All such counterparts shall be deemed an original, shall be construed together and shall constitute one and the same instrument.

6.2 Continuation of Master Agreement and User Agreement

Except as specifically modified and amended hereby, all the provisions of the Master Agreement and the User Agreements entered into with respect thereto, and all exhibits and schedules thereto, shall remain unaltered and in full force and effect in accordance with their terms. From and after the date hereof, any reference in either the Master Agreement to itself and any Article, Section or subsections thereof or to any Exhibit thereto, or in any User Agreement to itself or to the Master Agreement and applicable to any time from and after the date hereof, shall be deemed to be a reference to such agreement, Article, Section, subsection or Exhibit as modified and amended by this Amendment. From and after the Amendment Effective Date, this Amendment shall be a part of the Master Agreement and, as such, shall be subject to the terms and conditions therein.

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6.3 Entire Agreement

This Amendment sets forth the entire understanding between the Parties with regard to the subject matter hereof and supersedes any prior or contemporaneous agreement, discussions, negotiations or representations between the Parties, whether written or oral, with respect thereto.

[THIS SPACE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the undersigned have executed and delivered this Amendment No. 67:


CONTRACTOR: NeuStar, Inc.
Signature:	/s/ Michael O’ Connor
	Name: Michael O’ Connor
	Title: VP — Customer Relations
	Date: 29 April 2008


CUSTOMER: Canadian LNP Consortium Inc.
Signature:	/s/ J.R. Sarrazin
	Name:	J.R. Sarrazin
	Title:	President
	Date:	April 28/2008

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ATTACHMENT 1

AMENDMENT NO. 67

Update to Exhibit I

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EXHIBIT I
KEY PERSONNEL

1. INTRODUCTION. This Exhibit I sets forth the Project Executives and Project Managers, as required under Section 11 of the Contractor Services Agreement for NPAC/SMS.

2. PROJECT EXECUTIVES. The following are identified as the Project Executives:

• NeuStar Inc.
Contractor’s Project Executive
Name: David Garner
Phone: (480) ###-###-####
Fax: (480) ###-###-####
e-mail: ***@***

• Canadian LNP Consortium Inc.
Customer’s Project Executive
Name: Marian Hearn
Phone: (613) ###-###-####
Fax: (800) ###-###-####
e-mail: ***@***

3. PROJECT MANAGERS: As the initial implementation of the Canadian NPAC/SMS has been completed, Project Managers are no longer identified in this Exhibit I, but may be set forth by the parties in a Statement of Work or elsewhere, in accordance with Section 11.2 of the Contractor Services Agreement.

THE ABOVE PROJECT EXECUTIVES ARE SUBJECT TO CHANGE FROM TIME TO TIME AS SET FORTH IN SECTION 11.1 OF THE CANADIAN CONTRACTOR SERVICES AGREEMENT FOR NPAC/SMS. THE PROJECT EXECUTIVES AT THE TIME OF EXECUTION OF A CANADIAN NPAC/SMS USER AGREEMENT SHALL BE AS IDENTIFIED IN ATTACHMENT D OF THAT CANADIAN NPAC/SMS USER AGREEMENT.

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