CONSULTING SERVICES AGREEMENT
This Consulting Services Agreement (the “Agreement”) is entered into this _____ day of
______________, 2012 (the “Effective Date”) by and between ________________(“Consultant”), having
a residence or principal place of business at ________________, and NeuStar, Inc. (“Neustar”), a
Delaware company having a place of business at 21575 Ridgetop Circle, Sterling, VA 20166 (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 Neustar
the consulting services (the “Services”) set forth in one or more consecutively numbered statements of
work attached hereto as Attachment A, each of which shall be subject to the terms and conditions of this
Agreement and shall be deemed incorporated herein by reference upon mutual execution and delivery by
the Parties (each, a “SOW”). Consultant shall use best efforts in performing the Services in a professional
and timely manner, using the highest degree of skill, diligence and expertise.
2. BILLING
Neustar, at its sole discretion, may require Consultant to utilize its PeopleSoft Services Procurement
softwareor require billing under a traditional invoicing process. The process of each method is defined as
follows:
(a) For Services which Neustar requires the Consultant to utilize the PeopleSoft Services
Procurement software the following process will apply:
Neustar shall make payment to Consultant for Services performed as set forth hereunder at the
rate set forth in the applicable SOW. Neustar shall make such payments within forty-five(45)
days of Neustar’s receipt of Consultant’s approved invoice created within Neustar’s PeopleSoft
Services Procurement software, which shall include an itemized account of Services and
reimburseable expenses, if any, entered into Neustar’s Services Procurement software against a
valid work order number from Neustar relating to the Services described in the Statement of
Work.Neustar shall not be obligated to remit payment (a) if the service hours or progress
completed is not entered into Neustar’s Services Procurement module and an invoice created and
approved in the system by Consultant or (b) for any portion of the invoice created in Neustar’s
Services Procurement module which Neustar disputes in good faith.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 in providing his or her Services hereunder.
(b) For Services which Neustar does not require the Consultant to utilize the PeopleSoft Services
Procurement software the following process will apply:
Neustar shall make payment to Consultant for Services performed as set forth hereunder at the
rate set forth in the applicable SOW. Neustar shall make such payment in arrears within fortyfive (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, and a valid purchase order number from
Neustar relating to the Services described on the invoice; provided that Neustar shall not be
obligated to remit payment (a) if the invoice is not complete, (b) for any portion of the invoice
which Neustar disputes in good faith or c) if the invoice amount exceeds the remaining unused
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balance of the SOW or purchase order. 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 in providing his or her
Services hereunder.
All invoices for services from the Consultant shall be addressed as set forth below in this section:
NeuStar, Inc.
P.O. Box 655024
Sterling, VA 20165-8824
Attention: Accounts Payable
Or by email to:Accounts.Payable@neustar.biz
3. ADHERENCE TO SAFETY AND SECURITY REQUIREMENTS
Consultant shall be responsible for observing Neustar rules, regulations and policies relating 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 be removed from Neustar’s Premises. Upon
receipt of such request, Consultant shall leave the Premises promptly.
4. CONFIDENTIAL INFORMATION
(a) In performing the Services, Consultant may receive from Neustar, or Consultant may have
access to or be disclosed 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, its affiliates or third parties. Confidential Information shall also include (i)
the terms and conditions of this Agreement (including, without limitation the nature and/or substance of
the Services); (ii) 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 (a) is now or subsequently
becomes publicly available without breach of this Agreement; (b) can be demonstrated to have been
lawfully known to Consultant at the time of its receipt from Neustar; (c) is rightfully received by
Consultant from a third-party who did not acquire or disclose such information by a wrongful or tortious
act; or (d) 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 strict confidence and (ii) not
disclose any Neustar’s Confidential Information to anyone without Neustar’s prior written consent. The
Consultant shall not use, or permit others to use, Confidential Information for any purpose other than for
performing the Services.
(d) Consultant shall take all reasonable measures to avoid disclosure, dissemination or
unauthorized use of Neustar’s Confidential Information, including, at a minimum, those measures it takes
to protect its own Confidential Information of a similar nature, which shall not be less than the care a
reasonable person would use under similar circumstances.
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(e) 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 give Neustar prior written
notice of such required disclosure and, to the extent reasonably possible, give Neustar an opportunity to
contest such required disclosure at Neustar’s expense.
(f) Consultant shall notify Neustar immediately in the event Consultant learns of any
unauthorized possession, use or knowledge of Neustar’s Confidential Information or materials containing
such Confidential Information, and will cooperate with Neustar in any proceeding against any third
parties necessary to protect Neustar’s rights with respect to the Confidential Information.
(g) 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.
(h) Disclosure or use of Neustar’s Confidential Information in violation of this 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 violation of this Agreement. Consultant shall pay Neustar its
attorney’s fees in the event it prevails in any action to enforce this Agreement against Consultant.
5. INTELLECTUAL PROPERTY
(a) All right, title and interest in and to the intellectual property rights in the work product
developed hereunder hereby vests solely and exclusively in Neustar. To the extent possible, all work
product shall be considered “work made for hire”. In no event shall this Agreement grant by implication
a license to any intellectual property rights, except as otherwise expressly authorized and agreed. For the
purposes of this 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 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 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.
6. LIABILITY & INDEMNITY
IN NO EVENT SHALL NEUSTAR 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
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 DUE AND OWING UNDER THIS AGREEMENT.
Consultant shall defend, indemnify and hold harmless Neustar, and its directors, officers, shareholders,
members, employees, contractors and affiliates, from any and all costs, losses, expenses, claims, suits,
actions, damages, liabilities, fines, penalties, reasonable attorneys’ fees (including allocable cost of inPage 3
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house counsel), court costs or other consequences resulting from (a) Consultant’s breach of this
Agreement (including any Statements of Work or other similar agreements issued hereunder), (b) injury
to persons, including without limitation death, and damage to property caused by Consultant, or (c)
Consultant’s gross negligence or willful misconduct.
By way of clarification, and not limitation, this Section shall survive any termination or expiration of this
Agreement.
7. TERM AND TERMINATION
(a) This Agreement shall begin on the Effective Date and shall end on that date which is the later
of (a) the first (1st) anniversary of the Effective Date or (b) the end of the term stated in any SOW, unless
earlier terminated in accordance with this Agreement.
(b) Either Party may terminate this Agreement, or any one or more SOWs, for a material breach
by the other Party of the terms and conditions of this Agreement or the relevant SOWs, which breach is
not been cured within fourteen (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) Neustar may terminate this Agreement, or any one or more SOWs, as follows:
(i)
at its convenience; upon written notice of five (5) business days;
(ii)
if in Neustar’s sole judgment there is an actual or imminent conflict of interest
with respect to Consultant, immediately upon written notice to Consultant.
(d) Termination or expiration of this Agreement refers to the termination of all the Parties’
respective commitments and obligations hereunder from and after the date of termination, but does not
relieve the Parties of their obligations incurred prior to the date of termination or expiration. The
termination of this Agreement shall serve to terminate all existing SOWs. Unless otherwise provided,
termination or expiration of a SOW shall not operate to terminate this Agreement or any other SOW.
(e) Promptly upon termination or expiration, Consultant shall inform Neustar of the extent to
which performance has been completed through the date of termination or expiration, wind up its 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 it first
obtains Neustar's prior written approval.
(f) Promptly after expiration or termination, Consultant shall invoice Neustar all amounts
properly due and owing for the Services and deliverables delivered since the date of last invoice, which
was not yet invoiced. Promptly upon termination or expiration, Consultant shall return or dispose all of
Neustar’s Confidential Information in accordance with this Agreement or any applicable SOW.
8. REPRESENTATIONS
Consultant hereby covenants to the following representations:
(i)
Consultant shall act solely as an independent contractor, not as an employee or
agent of Neustar.
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(ii)
(iii)
The solicitation or receipt of any information, classified or unclassified, directly
or indirectly, from the U.S. or any foreign Government or any U. S. state or
municipal government in the course of performing this Agreement shall be
strictly in accordance with all laws and regulations pertaining to the protection,
possession, acquisition, and use of such information or documents.
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.
(iv)
(v)
(vi)
By execution of this Agreement, Consultant certifies that he or she 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 Agreement,
the above certification is no longer accurate.
During the term of this Agreement, Consultant will not enter into any activity,
employment, or business arrangement that conflicts with Neustar interests or
Consultant’s obligations under this Agreement - Consultant shall advise Neustar
of Consultant’s position with respect to any activity, employment, or business
arrangement contemplated by Consultant that may be relevant to this paragraph.
For this purpose, Consultant agrees to disclose any such plans to Neustar prior to
implementation.
To the extent that Consultant’s performance is subject to certain executive orders
(including E.O. 11246 and E.O. 13201) and statutes (including Section 503 of the
Rehabilitation Act of 1973, as amended; the Vietnam Era Veteran’s
Readjustment Assistance Act of 1974; and the Jobs for Veterans Act) pertaining
to government contractors, Contractor shallto the extent applicable and in
connection with the provision of the Services:
(a)
comply with such executive orders and statutes, and their implementing
regulations, as amended from time to time; and
(b)
fulfill the obligations of a contractor under the clauses incorporated by
this Section.
This Section incorporates the following clauses:
(i)
“Affirmative Action For Workers With Disabilities” (at 48 CFR
§52.222-36);
(ii)
Employment Reports On Special Disabled Veterans, Veterans Of The
Vietnam Era, and Other Eligible Veterans” (at 48 CFR §52.222-37);
(iii)
“Equal Employment Opportunity” (at 48 CFR §52.222-26);
(iv)
“Equal Employment Opportunity Clause ” (at 41 CFR §60-1.4(a));
(v)
“Equal Opportunity For Special Disabled Veterans And Veterans of the
Vietnam Era” (at 41 CFR §60-300.5);
(vi)
"Equal Opportunity for Disabled Veterans,
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(vii)
Recently Separated Veterans, Other Protected Veterans, and Armed
Forces Service Medal Veterans” (at 41 CFR Sec. 60-300.5);
(viii)
Equal Opportunity For Workers With Disabilities” (at 41 CFR §60741.5);
(ix)
“Small Business Subcontracting Plan” (at 48 CFR §52.219-9); and
(x)
“Utilization Of Small Business Concerns” (at 48 CFR §52.219-8).
9. 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 on any monies paid pursuant to this Agreement, 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 paragraph. In the event that any federal,
state or local government agency, any court or any other applicable entity determines that Consultant or
any of its employees is an employee of Neustar for any purpose, Contractor agrees to indemnify and hold
Neustar harmless from all liabilities, costs and expenses (including, but not limited to, attorneys' fees)
associated with such determination. This Section shall survive any termination or expiration of this
Agreement.
10.
INSURANCE
Consultant shall at its own cost and expense provide and maintain, and cause its subcontractors to provide
and maintain the following insurances:
(a) Insurance for any property owned or leased by Consultant and its subcontractors, or any other
property in their possession to the extent not covered by Customer’s project specific insurance policies;
(b) General and product liability Insurance with combined single minimum limit of one million
USD ($1,000,000) per occurrence;
(c) Workmen’s Compensation Insurance which shall cover losses connected with illness,
personal injury or accidental death of employees of Neustar or its subcontractors, to the extent required by
applicable law; and
(d) Employers Liability Insurance according to law.
Such insurance coverage shall be effective from the start of the Agreement and shall not expire until
Consultant has fulfilled all of its obligations under the Agreement, and under any circumstances no earlier
than one (1) year following expiration or termination of the Agreement. The policies shall state that the
insurers waive all rights of subrogation against Neustar to the extent of the indemnities and waivers of
recourse given in the Agreement.
11.
ASSIGNMENT
Consultant shall not assign this Agreement or delegate any obligations hereunder without Neustar’s prior
written consent. Any attempted assignment or delegation in violation of this Agreement shall be void.
Neustar may assign this Agreement or delegate any obligations hereunder in its sole discretion.
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12.
RELATIONSHIP
(a) The Parties are separate and independent legal entities, and independent contractors as to
each other. Nothing contained in this Agreement shall be deemed to constitute either Party an agent,
representative, partner, joint venturer or employee of the other for any purpose. 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,
state, and local laws governing such matters. 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 regular employees or those of Neustar affiliated companies.
13.
NO THIRD PARTY BENEFICIARIES
This 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 Agreement on behalf of a third party.
14.
WAIVER & SEVERABILITY
Failure by either Party to enforce any term or condition of this Agreement will not be deemed a waiver of
future enforcement of that or any other term or condition. If any term of this Agreement is held invalid or
unenforceable for any reason, then the remainder of the provisions will continue in effect as if this
Agreement had been executed with the invalid portion eliminated.
15.
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 Agreement (in whole or in
part) shall survive any termination or expiration of the Agreement (in whole or in part, as applicable) and
continue in full force and effect.
16.
GOVERNING LAW RELATIONSHIP
This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of
Virginia, without regard to its principles of conflicts of laws.
17.
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.
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18.
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, by overnight delivery
service or if deposited in the U.S. mail, certified or registered, postage prepaid, return receipt requested.
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; and by registered or certified mail, on the third subsequent business day to the
date on which such notice was deposited in the U.S. mail. To be effective, any service hereunder shall be
addressed as set forth below:
If to Neustar:
NeuStar, Inc.
21575 Ridgetop Circle
Sterling, VA 20166
Attn: General Counsel
If to Consultant:
___________________
___________________
___________________
Attn: ______________
A Party may from time to time change its address or designee for notice purposes by giving the other
prior written notice of the new address or designee and the date upon which it will become effective.
19.
ENTIRE AGREEMENT
This Agreement completely and exclusively states the agreement of the Parties regarding the subject
matter contained herein, and supersedes all prior agreements and understandings, whether written or oral,
with respect to the subject matter of this Agreement. This Agreement shall not be modified except by a
subsequently dated written amendment signed on behalf of the Parties by their duly authorized
representatives. In the event of a conflict between this Agreement and a particular SOW, the Agreement
shall govern.
In witness whereof, the Parties have caused this Agreement to be executed on their behalf on the
respective dates written below.
CONSULTANT
NEUSTAR, INC.
By:
By:
(Signature)
(Signature)
Name:
Name:
Title:
Title:
Date:
Date:
Address:
Address:
Fax:
Fax:
E-Mail:
E-Mail:
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Consulting Services Agreement
Version – September 13, 2012
21575 Ridgetop Circle
Sterling, Virginia20166
703-738-7585
contracts@neustar.biz
ATTACHMENT A
TO CONSULTING SERVICES AGREEMENT
Statement of Work No. [ 1 ]
Consultant: ______________________
Project: ______________________
This Statement of Work (“SOW”) is entered into by and between Neustar, Inc. and ________________
(“Consultant”) pursuant to the terms and conditions of that certain Consulting Services Agreement
(“Agreement”), dated the _____ day of ________________, 2012, between the Parties. Terms used in
this SOW that are not defined below or in the Agreement are defined in the context in which they are used
and have the meanings there stated.
1. Background
2. Estimated Length of Services
Begin:
End:
______________
______________
________hours per _____________
This SOW may be renewed by Neustar for monthly renewal periods upon ten (10) days prior written
notice.
3. Scope of Services
4. Compensation
Note: If the actual project length or amount of hours worked is fewer than the above estimates, then
Neustar’s cost will be for the actual number of hours worked. If the project takes more than what is
estimated, then Consultant will notify Neustar as soon as Consultant becomes aware of the need. In
such case, Neustar may then terminate this SOW by paying Consultant for the hours worked to date,
continue with the work up to the estimated hours, or authorize additional work. In no event will
Consultant exceed the estimates without Neustar’s prior written consent.
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5. Billing
[Select one of the following options, depending on the type of Billing (see Section 2 of the
Agreement) to be used for Services covered by the SOW]
Option A: For Services under this SOW, Consultant shall utilize Neustar’s PeopleSoft Services
Procurement software for billing, using the process set forth in Section 2(a) of the Agreement.
Invoices should NOT be sent by any other means to Neustar for processing.
Option B: For Services under this SOW, Consultant shall submit invoices using the process set forth
in Section 2(b) of the Agreement.
6. Disclosure of known affiliation with any current or past Neustar employee:
Note: Neustar requires that the Consultant disclose all of its known affiliations with current or
former Neustar employees. This includes the disclosure of any of the following:
 Any former or current Neustar employees that will be assigned to work on the Neustar
engagement/account, including providing services under this SOW;
 Any former or current Neustar employees that have leadership positions withinConsultant’s
management team;
 Any ownership interest in Consultant by any former or current Neustar employee;
 Any current employee of Consultant who is known to Consultant to have formerly been
employed by Neustar;
 If Consultant is an individual, was Consultant formerly employed by Neustar and/or is any
immediate family member of Consultant a current employee of Neustar.
7. Address of Consultant, including City, State, Zip, Country
_________________________
_________________________
_________________________
_________________________
Primary Phone: ____________
Primary Mobile: ____________
Primary Fax: ____________
Primary e-mail:_____________
8. Primary Location for Performance of Services
9. Neustar Point of Contact (Hiring Manager)
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10. Neustar Division/Dep. Code
[Select one of the following options, depending on the type of Billing that will be used for the
SOW]
Option A: For Services which Neustar requires the Consultant to utilize the PeopleSoft Services
Procurement software, include the following information:
Work Order # [REQUIRED FOR PAYMENT]
Option B: For Services which Neustar does not require the Consultant to utilize the PeopleSoft
Services Procurement software, include the following information:
Purchase Order# [REQUIRED FOR PAYMENT]
All changes to the scope of this SOW, including but not limited to, scope of services, must be in writing
and approved by both Parties before becoming effective.
AGREED TO AND ACCEPTED:
CONSULTANT
NEUSTAR, INC.
By:
By:
(Signature)
(Signature)
Name:
Name:
Title:
Title:
Date:
Date:
Address:
Address:
Fax:
Fax:
E-Mail:
E-Mail:
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Consulting Services Agreement
Version – September 13, 2012
21575 Ridgetop Circle
Sterling, Virginia20166
703-738-7585
contracts@neustar.biz