CONSULTING SERVICES AGREEMENT
Exhibit 99.3
This Consulting Services Agreement (the “Consulting Agreement”) is entered into this 15th day of
November 2010 by and between Xxxxxxx X. Xxxxx (“Consultant”) and NeuStar, Inc. (“Neustar”), a
Delaware company having a place of business at 00000 Xxxxxx Xxx Xxxxx, Xxxxxxxx X, Xxxxxxxx, XX
00000 (each a “Party” and collectively the “Parties”).
1. SCOPE OF SERVICES
Acting as an independent contractor, and not as an employee of Neustar, Consultant shall provide up
to 8 hours per week of advice and assistance to the Board of Directors and the President and Chief
Executive Officer (or her designate) with respect to Neustar’s Number Portability Administration
Center rebid and other projects commensurate with his former position, as assigned by the Board of
Directors or the President and Chief Executive Officer (the “Services”). Consultant shall use best
efforts in performing the Services in a professional and timely manner, using the highest degree of
skill, diligence and expertise. During the Term (as defined below), Consultant will be considered
an Advisor to the Board of Directors.
For the avoidance of doubt, Neustar and Consultant agree that the level of services performed under
this Consulting Agreement are intended to be less than 20 percent of the average level of services
performed by Consultant as an employee of Neustar over the 36-month period prior to the Status
Change Date (as defined in the Status Change Agreement, dated November 15, 2010, between Consultant
and Neustar (the “Status Change Agreement”), and such limit shall not be exceeded.
2. COMPENSATION
Neustar shall make payment to Consultant for Services performed as set forth hereunder at the rate
of $500.00 per hour. In addition, when requested and authorized by Neustar in writing in advance,
Neustar shall reimburse Consultant for reasonable travel and other reasonable costs (consistent
with Neustar’s travel and expense policies) incurred by Consultant in providing Services hereunder.
Neustar shall make such payment in arrears within 45 days of Neustar’s receipt of Consultant’s
monthly invoice, which shall include an itemized account of Services and reimbursable expenses,
together with all original receipts relating to the approved reimbursable expenses, if any;
provided that Neustar shall not be obligated to remit payment (a) if the invoice is not complete or
(b) for any portion of the invoice that Neustar disputes in good faith.
All invoices from the Consultant shall be addressed as set forth below in this Section (as may be
updated from time to time by Neustar):
| Neustar, Inc. 00000 Xxxxxx Xxx Xxxxx Xxxxxxxx, XX 00000 Attn: Accounts Payable |
Neustar and Consultant acknowledge that a material part of the consideration for Consultant’s entry
into this Consulting Agreement and provision of Services hereunder is the continued vesting through
January 1, 2012 of Consultant’s outstanding equity awards under Neustar’s 1999 Equity Incentive
Plan, 2005 Stock Incentive Plan, and 2009 Stock Incentive Plan (excluding the performance share
units granted to Consultant on February 23, 2010, which will be forfeited in accordance with the
Status Change Agreement).
3. LOCATION FOR PERFORMANCE OF SERVICES
During the Term, Neustar will provide Consultant with an office designated by the President and
Chief Executive Officer in Neustar’s Washington, DC location, which Consultant may use in
performing the
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Services hereunder. Neustar will also provide Consultant with shared administrative
support during the Term to assist him in providing Services hereunder.
4. COMPANY PROPERTY
Consultant may retain his Neustar laptop, telephone and email account during the Term. Upon
termination or expiration of the Term, Consultant’s Neustar email account will be terminated, and
Consultant will return to Neustar all company files, documents, proprietary information, software,
access keys, desk keys, badges, equipment, devices and other company property in his possession,
provided that Consultant may retain his laptop and telephone after all licensed software and
Neustar proprietary information have been removed.
5. ADHERENCE TO SAFETY AND SECURITY REQUIREMENTS
Consultant shall be responsible for observing Neustar rules, regulations and policies
concerning Neustar’s place(s) of business (the “Premises”), including but not limited to safety
regulations and security requirements. Consultant shall also work in harmony with Neustar
employees, agents, contractors and consultants. In the event that Neustar determines that
Consultant is failing to observe such rules or work in such manner, Neustar may request that
Consultant leave Neustar’s Premises. Upon receipt of such request, Consultant shall leave the
Premises promptly.
6. XXXXXXX XXXXXXX POLICY
Consultant will comply with Neustar’s Policy Prohibiting Xxxxxxx Xxxxxxx dated April 2006.
7. CONFIDENTIAL INFORMATION
(a) In performing the Services, Consultant may receive from Neustar, or Consultant
may have access to, confidential and proprietary information. “Confidential Information” means all
information, whether of a technical, business or any other nature, disclosed in any manner, whether
verbally, electronically, visually or in a written or other tangible form, which is either
identified as confidential or proprietary or which should be reasonably understood to be
confidential or proprietary in nature with respect to Neustar
or its affiliates. Confidential Information shall also include all information or work
product (including any deliverables) of any kind obtained or developed by Consultant as a result of
the Services performed hereunder.
(b) Confidential Information does not include any information that (i) is now or
subsequently becomes publicly available without breach of this Consulting Agreement, (ii) can be
demonstrated to have been lawfully known to Consultant at the time of its receipt from Neustar,
(iii) is rightfully received by Consultant from a third party who did not acquire or disclose such
information by a wrongful or tortious act, or (iv) can be shown by documentation to have been
independently developed by Consultant without reference to any Confidential Information.
(c) Consultant shall (i) keep Neustar’s Confidential Information in confidence and
(ii) not disclose any of Neustar’s Confidential Information to anyone without Neustar’s prior
written consent. Consultant shall not use Confidential Information for any purpose other than for
performing the Services.
(d) If required to disclose Neustar’s Confidential Information pursuant to
applicable federal, state or local law, regulation, court order, or other legal process, Consultant
shall, to the extent reasonably possible, give Neustar prior written notice of such required
disclosure and give Neustar an opportunity to contest such required disclosure at Neustar’s
expense.
(e) Consultant shall notify Neustar promptly in the event Consultant learns of any
unauthorized possession, use or knowledge of Neustar’s Confidential Information or materials
containing such Confidential Information.
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(f) Neustar, or the relevant third party, as the case may be, retains all right,
title and interest in and to its Confidential Information, including any intellectual property
rights thereof, and Consultant shall have no rights, by license or otherwise, to use or disclose
Confidential Information except as otherwise expressly provided herein.
(g) Disclosure or use of Neustar’s Confidential Information in violation of this
Consulting Agreement could cause irreparable harm to Neustar for which monetary damages may be
difficult to ascertain or are an inadequate remedy. Therefore, Neustar shall have the right, in
addition to its other rights and remedies, to seek and obtain injunctive relief for any such
violation.
8. INTELLECTUAL PROPERTY
(a) All right, title and interest in and to the intellectual property rights in the
work product developed hereunder hereby vest solely and exclusively in Neustar. To the extent
possible, all work product shall be considered “work made for hire.” In no event shall this
Consulting Agreement grant by implication a license to any intellectual property rights, except as
otherwise expressly authorized and agreed. For the purposes of this Consulting Agreement,
intellectual property rights shall mean all those rights and interests, whether by statute or under
common law, relating to copyrights, patents, trademarks, trade secrets, or any similar rights.
(b) To the extent, if any, that ownership of work product does not automatically
vest in Neustar by virtue of this Consulting Agreement or otherwise, Consultant hereby transfers
and assigns to Neustar all rights, title and interest that Consultant may have in and to any work
product developed under this Consulting Agreement. Consultant shall assist and cooperate with
Neustar in all reasonable respects and shall execute documents, give testimony and take further
acts as reasonably requested by Neustar to acquire, transfer, maintain and enforce any intellectual
property rights and other legal protection for the work product.
9. LIABILITY
IN NO EVENT SHALL NEUSTAR OR CONSULTANT BE LIABLE FOR ANY SPECIAL, INCIDENTAL,
PUNITIVE, EXEMPLARY, CONSEQUENTIAL, OR OTHER INDIRECT DAMAGES FOR ANY VIOLATIONS OF, OR CAUSES OF
ACTION RELATING TO OR ARISING FROM, THIS AGREEMENT, EVEN IF NEUSTAR OR CONSULTANT HAS BEEN INFORMED
OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE LIABILITY OF NEUSTAR UNDER THIS
AGREEMENT EXCEED THE TOTAL AMOUNT PAID UNDER THIS AGREEMENT.
By way of clarification, and not limitation, this Section shall survive any termination or
expiration of this Consulting Agreement.
10. TERM AND TERMINATION
(a) The term of this Consulting Agreement shall begin on the Status Change Date (as
defined in the Status Change Agreement) and shall end on January 1, 2012, unless earlier terminated
in accordance with this Section (the “Term”).
(b) Either Party may terminate the Term for a material breach by the other Party of
the terms and conditions of this Consulting Agreement, which breach has not been cured within 14
calendar days after written notice of such breach to the breaching Party, or if such breach is not
capable of being cured within said cure period, then such termination shall be effective upon
receipt of the notice of termination by the breaching Party.
(c) Consultant may terminate the Term at his convenience upon written notice of 10
calendar days.
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(d) Neustar may terminate the Term immediately: (i) upon written notice in the event
of Consultant’s breach of the Agreement Respecting Noncompetition, Nonsolicitation and
Confidentiality, dated May 2, 2008, between Consultant and Neustar or Paragraph 9 or 10 of the
Status Change Agreement; or (ii) should Consultant refuse to sign the release attached as Exhibit A
to the Status Change Agreement or revoke his consent to such release.
(e) Promptly upon termination or expiration of the Term, Consultant shall inform
Neustar of the extent to which performance has been completed through the date of termination or
expiration, wind up his work in a commercially reasonable manner, preserve items of value created
prior to termination, and deliver to Neustar all work in
progress. Consultant shall not commit to any further expenditures unless he first obtains
Neustar’s written approval.
11. REPRESENTATIONS
Consultant hereby covenants to the following representations:
(a) Consultant shall act solely as an independent contractor, not as an employee or
agent of Neustar.
(b) Consultant shall perform the Services and deliver any deliverables in a
professional and workmanlike manner and knowingly in compliance with all applicable laws,
regulations, orders and decrees, including, without limitation, the Foreign Corrupt Practices Act
of 1977.
(c) By execution of this Consulting Agreement, Consultant certifies that he has not
been convicted of or pleaded guilty to a federal offense involving fraud, corruption, or moral
turpitude and is not now listed by any federal or state agency as debarred, suspended, proposed for
suspensions or debarment, or otherwise ineligible for federal or state procurement programs.
Consultant shall give prompt written notice to Neustar in the event that, at any time during the
term of this Consulting Agreement, the above certification is no longer accurate.
12. TAXES
All amounts to be billed and paid by Neustar hereunder are gross amounts. Consultant shall be
responsible for satisfying all reporting and payment obligations relating to FICA, federal and
state income tax, unemployment compensation, withholding, and all other similar responsibilities.
Consultant agrees to indemnify and hold Neustar harmless from any liability as a result of
Consultant’s failure to comply with this Section. This Section shall survive any termination or
expiration of this Consulting Agreement.
13. ASSIGNMENT
Consultant shall not assign this Consulting Agreement or delegate any obligations hereunder without
Neustar’s prior written consent. Any attempted assignment or delegation in violation of this
Section shall be void. As used in the Consulting Agreement, “Neustar” will mean both Neustar as
defined above and any successor.
14. RELATIONSHIP
(a) Nothing contained in this Consulting Agreement shall be deemed to constitute
either Party an agent, representative, partner, joint venturer or employee of the other for any
purpose. During the Term, neither Party has the authority to bind the other or to incur any
liability on behalf of the other, nor to direct the employees of the other.
(b) Consultant shall be solely responsible for all matters relating to employment
including, without limitation, compliance with all applicable worker’s compensation,
unemployment compensation, medical, dental and disability insurance, social security laws and
all withholding and all other federal,
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state, and local laws governing such matters. Except as
expressly provided in the Status Change Agreement, Consultant is not entitled to any medical
coverage, life insurance, participation in any Neustar savings plan, stock purchase plan or other
benefits afforded to Neustar employees or employees of Neustar-affiliated companies.
15. NO THIRD-PARTY BENEFICIARIES
This Consulting Agreement shall not be deemed to create any rights in third parties, including end
users, suppliers, licensors, licensees and customers of a Party, or to create any obligations of a
Party to any such third parties, or to give any right to either Party to enforce this Consulting
Agreement on behalf of a third party.
16. WAIVER & SEVERABILITY
Failure by either Party to enforce any term or condition of this Consulting Agreement will not be
deemed a waiver of future enforcement of that or any other term or condition. If any term of this
Consulting Agreement is held invalid or unenforceable for any reason, then the remainder of the
provisions will continue in effect as if this Consulting Agreement had been executed with the
invalid portion eliminated.
17. SURVIVAL
In addition to any provisions specifically identified as such hereunder, any provision that
contemplates performance or observance subsequent to any termination or expiration of this
Consulting Agreement (in whole or in part) shall survive any termination or expiration of the
Consulting Agreement (in whole or in part, as applicable) and continue in full force and effect.
18. GOVERNING LAW
This Consulting Agreement shall be governed by and construed in accordance with the laws of the
Commonwealth of Virginia, without regard to its principles of conflict of laws.
19. CUMULATIVE REMEDIES
Except as otherwise expressly provided, all remedies provided for herein shall be cumulative
and in addition to and not in lieu of any other remedies available to either Party at law, in
equity or otherwise.
20. NOTICE
Any and all notices, communications and demands required or desired to be given hereunder by either
Party shall be in writing and shall be validly given or made if served personally or by overnight
delivery service. If such notice or demand is served personally, service shall be conclusively
deemed made on the same day (or if such day is not a business day, then the next business day); if
by an overnight delivery service,
on the next business day. To be effective, any service hereunder shall be addressed as set forth
below:
| If to Neustar: Neustar, Inc. 00000 Xxxxxx Xxx Xxxxx Xxxxxxxx, XX 00000 Attn: General Counsel |
| If to Consultant: At the last address on the records of Neustar |
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A Party may from time to time change its address or designee for notice purposes by giving the
other Party prior written notice of the new address or designee and the date upon which it will
become effective.
21. AMENDMENT; CONFLICT
This Consulting Agreement shall not be modified except by a subsequently dated, written amendment
signed on behalf of the Parties by their duly authorized representatives.
In witness whereof, the Parties have caused this Consulting Agreement to be executed on their
behalf on the respective dates written below.
| XXXXXXX X. XXXXX | ||||||||||
/s/ Xxxxxxx X. Xxxxx |
Date: | November 15, 2010 | ||||||||
| NEUSTAR, INC. | ||||||||||
By:
|
/s/ Xxxx X. Xxxxxxx | Date: | November 15, 2010 | |||||||
Name:
|
Xxxx X. Xxxxxxx
|
|||||||||
Title: |
Senior Vice President and Chief Financial Officer | |||||||||
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