SIXTH AMENDMENT TO COMMON SHORT CODE LICENSE AGREEMENT
Exhibit 10.98
SIXTH AMENDMENT TO
COMMON SHORT CODE LICENSE AGREEMENT
COMMON SHORT CODE LICENSE AGREEMENT
This Sixth Amendment (“Sixth Amendment”), to the Common Short Code License
Agreement dated October 17, 2003, is effective on the 18th day of April, 2008 between
NeuStar, Inc., a Delaware corporation, with offices located at 00000 Xxxxxx Xxx Xxxxx,
Xxxxxxxx X, Xxxxxxxx, XX 00000 (“NeuStar”), and the Cellular Telecommunications and
Internet Association (“CTIA”), a District of Columbia non-profit corporation, located
at 0000 00xx Xxxxxx, XX, Xxxxx 000, Xxxxxxxxxx, XX 00000,
WHEREAS, NeuStar and CTIA entered into a Common Short Code License Agreement (the
“License Agreement”), dated October 17,2003;
WHEREAS, NeuStar and CTIA are in the first Renewal Term after the Initial Term
contemplated by Section 3.2 of the License Agreement. The current Renewal Term ends on
April 21, 2008, with the next Renewal Term scheduled to begin immediately thereafter;
WHEREAS, NeuStar and CTIA currently are negotiating over certain terms and
conditions of the License Agreement, and believe an extension to the current term will
allow these negotiations to proceed more productively;
WHEREAS, both CTIA and Neustar represent and warrant that the purpose of this
Amendment is to allow additional time for negotiations between the parties and that it
will not be used as evidence against the other party in any manner in any dispute or
proceeding relating to the License Agreement, and both NeuStar and CTIA rely on such
representations in executing this Amendment;
NOW, THEREFORE, in consideration of the mutual covenants contained herein and
other good and valuable consideration, receipt of which is hereby acknowledged, the
parties agree as follows:
1. Defined Terms. Terms used but not defined in this Sixth Amendment will have the
meanings set
forth in the License Agreement. The recitals made above are incorporated by reference in
this Sixth
Amendment as if fully set forth herein.
2.
Extension of Current Term. The Parties agree to extend the current Renewal Term until
May 30,
2008. The length of the subsequent Renewal Term will be reduced by the length of the
extension of the
current Renewal Term, with the result that the Sixth Amendment will not change the April
21, 2010 end
date for the subsequent Renewal Term.
3. No Waiver of Rights. This Amendment shall not waive, limit or otherwise impair any
rights,
remedies or obligations of the parties, and shall not be used or considered in any manner
by one party
against the other in any dispute, arbitration, court of law or other proceedings relating
to the License
Agreement. Specifically, but without limitation, this Amendment and its provisions shall
not be used by
either party for the following purposes: i) to interpret the License Agreement in any way;
ii) to support or
oppose an established or claimed course of dealing between the parties; iii) to support or
oppose a disputed
fact or legal position; iv) to support or oppose subsequent actions by the parties in
negotiations, dispute
processes, courts of law, media and public outlets or arbitrations.
5. No Other Changes. Except as specifically modified by this Sixth Amendment (and
the prior five (5) amendments), the terms and conditions of the License Agreement remain
the same.
IN WITNESS WHEREOF, the parties have caused this Sixth Amendment to be duly executed as of
the date first written above.
| NEUSTAR, INC | CTIA | |||||||
By: Name: |
/s/ Xxxxx X. Xxxxx
|
By: Name: | /s/ Xxxxxxx X. Xxxxxxxx
|
|||||
Title:
|
VP and Corporate Controller | Title: | Senior Vice President and General Counsel | |||||
Date
|
4/18/08 | Date: | ||||||
SEVENTH AMENDMENT TO
COMMON SHORT CODE LICENSE AGREEMENT
COMMON SHORT CODE LICENSE AGREEMENT
This Seventh Amendment (“Seventh Amendment”) to the Common Short Code License Agreement,
dated as of the 30th day of May, 2008, is between NeuStar, Inc., a Delaware
corporation, with offices located at 00000 Xxxxxx Xxx Xxxxx, Xxxxxxxx X, Xxxxxxxx, XX 00000
(“NeuStar”) and CTIA—The Wireless Association (“CTIA”), a District of Columbia non-profit
corporation, located at 0000 00xx Xxxxxx, XX, Xxxxx 000, Xxxxxxxxxx, XX 00000.
WHEREAS, NeuStar entered into a Common Short Code License Agreement with CTIA (“License
Agreement”), dated October 17, 2003;
WHEREAS, NeuStar and CTIA are now in the extended Term of the License Agreement, under
the provisions of the Sixth Amendment, which extended Term will end on May 30, 2008;
WHEREAS, NeuStar and CTIA currently are negotiating over certain terms and conditions of
the License Agreement, and believe an extension to the current Term will allow these
negotiations to proceed more productively;
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good
and valuable consideration, receipt of which is hereby acknowledged, the parties agree as
follows:
I.
Defined Terms. Terms used in this Seventh Amendment and not otherwise defined shall
have the same meaning set forth in the License Agreement.
II. Change to the Length of the Current Renewal Term. The Parties agree to extend the current
Renewal Term for an extra three (3) days, with the result that it will now end at 11:59 pm on
June 2, 2008. The length of the subsequent Renewal Term will be reduced by three (3) days, with
the result that this Seventh Amendment will not change its original end date of April 21, 2010.
III. Except as specifically modified by this Seventh Amendment, the terms and conditions of the
License Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Seventh Amendment to be duly executed as
of the date first written above.
| NEUSTAR, INC | CTIA | |||||||
By: Name: |
/s/ Xxxxxx Xxxxx
|
By: Name: |
/s/ Xxxxxxx X. Xxxxxxxx
|
|||||
Title:
|
Senior Vice President, | Title: | Senior Vice President and General Counsel | |||||
| General Counsel, and Secretary | ||||||||
