8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) of the

SECURITIES EXCHANGE ACT OF 1934

Date of Report:  February 12, 2010

NeoMedia Technologies, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	0-21743	36-3680347
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Two Concourse Parkway, Suite 500, Atlanta, GA	30328
(Address of principal executive offices)	(Zip code)
Registrant's telephone number, including area code:	(678) 638-0460

Not Applicable

(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01  Entry Into a Material Definitive Agreement

On February 12, 2010, NeoMedia Technologies, Inc., a Delaware corporation (the “Company”), entered into an agreement (the NeuStar Mobile Codes Pilot Program Agreement, herein referred to as the “Agreement”) with NeuStar, Inc., a Delaware corporation (“NeuStar”). The Agreement governs the Company’s participation in a pilot program, administered by NeuStar, the goal of which is to demonstrate the capabilities and market potential for advertising campaigns managed through a global inter-operable mobile barcode ecosystem (the “Pilot Program”). Pursuant to the terms of the Agreement, NeuStar will be able to sublicense a portion of the Company’s patent portfolio to other participants of the Pilot Program who are located in, or whose participation in the Pilot Program will include, the United States of America and/or the United Mexican States. Also pursuant to terms of the Agreement, the Company will offer its barcode ecosystem advertising campaign management technology to the participants of the Pilot Program.

The Agreement expires on December 31, 2010, subject to certain termination provisions set forth therein.  The Agreement also contains certain non-interference, publicity and confidentiality terms. The summary of the Agreement provided herein is qualified in its entirety by the terms of the Agreement, which is fully set forth and attached hereto as Exhibit 10.1 and which is incorporated by reference herein.

ITEM 8.01  Other Events.

On February 15, 2010, a press release was issued by NeuStar which included an announcement of the Company’s participation in the Pilot Program (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1 and it is incorporated herein in its entirety by reference thereto.

ITEM 9.01 Financial Statements and Exhibits.

(a)           Not applicable.

(b)           Not applicable.

(c)           Not applicable.

(d)           Exhibits:

EXHIBIT	DESCRIPTION	LOCATION
Exhibit 10.1	Neustar Mobile Codes Pilot Program Agreement, dated February 12, 2010, by and between the Company and NeuStar, Inc.	Provided herewith
Exhibit 99.1	Press release, dated February 15, 2010.	Provided herewith

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:      February 16, 2010	NEOMEDIA TECHNOLGIES, INC.
	By:	/s/ Michael W. Zima
	Name:	Michael W. Zima
	Its:	Chief Financial Officer

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EX-10.1

EXHIBIT 10.1

NEUSTAR MOBILE CODES PILOT PROGRAMAGREEMENT

This Agreement for [the Pilot] is entered into this 12th day of February (the “Effective Date”) by and between Neustar, Inc., a Delaware corporation with a principal place of business at 46000 Center Oak Plaza, Sterling, VA 20166 (“Neustar”) and NeoMedia Technologies, Inc. (“Participant”) a Delaware Corporation, with a principal place of business at Two Concourse Parkway, Suite 500, Atlanta, GA 30328. (each of the foregoing to hereinafter referred to individually as a “Party” and collectively the “Parties”).

1. Scope

This Agreement sets forth the terms and conditions under which Participant may participate in the NEUSTAR MOBILE CODES PILOT PROGRAM(the “Pilot”) for the service identified and/or described in Exhibit 1 hereto (the “Service”).  During the Pilot, Neustar may, in its sole discretion and without notice, modify the capabilities of the Service.

If Participant desires to receive the Service after the expiration of the Pilot, it will be required to execute a definitive agreement for the Service setting forth commercial terms and conditions, including pricing provided, however, that the terms and conditions of this Agreement shall continue to apply to any campaign begun during the pilot for a period of one hundred twenty (120) days after the end of the Pilot.  Any campaigns started after the end of the Pilot shall be subject to the terms and conditions of a definitive agreement.

2. Term

The term of this Agreement shall begin on the Effective Date and shall continue thereafter until December 31st 2010, unless earlier terminated by either Party as provided herein.

3. Limitations and Restrictions

a. Business Purposes

Participant may use the Service solely for its internal business purposes, and not for resale as a stand-alone product.  For the avoidance of doubt, use by Participant of the Service as a component of its service to its own customers shall not be considered resale for purposes of this Section 3a.

b. Non-Interference

In order to participate in the Pilot, Participant may be required to connect to Neustar’s system.  In such a case, Participant may only use the connection to Neustar’s systems (“Network Connection”) solely for the permitted purposes set forth herein.  Participant shall not use the Network Connection or its equipment or systems in a way that interferes in any way with or adversely affects the use by any third party of any Neustar product or service offering, including the Service.  Neustar reserves the right to cancel and/or temporarily suspend the delivery of the Service if Participant engages in activities which cause disruption or damage to Neustar’s network or which Neustar reasonably believes may cause disruption or damage to Neustar’s network. Neustar will provide Participant with notice of such suspension and will make reasonable efforts to work with Participant to restore Service.

c. Compliance With Laws

Participant represents and warrants that it will use the Services in good faith for lawful purposes and not for any criminal, fraudulent, or other abusive purpose.   Participant shall be responsible for compliance with all laws and regulations applicable to the services provided by Participant to its customers, as well as complying with all laws regarding access and use of any content, and the collection and transfer of data.  Participant shall indemnify and hold harmless Neustar for an third party claim related to matters arising from the matters set forth in this Section 3c.

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4. Pricing

Companies who are registered Campaign Manager resolution authorities in the Registry are responsible for any and all fees associated with the Pilot.  Companies who act as code resolution authorities (Campaign Managers) must comply with the pricing terms of this agreement.  Companies who act in capacities which do not include Campaign Management resolution authorities will not be liable for incurred fees.

Pilot Fee Waiver: Neustar agrees to waive Global Registry fees associated with the Service.  In addition, Neustar shall waive Global Clearinghouse fees for any campaigns by Participant for which Campaign Manager shall not charge its customers.  During the Pilot, simulated billing shall be conducted based on fees set forth in Exhibits 2 & 4.  All fees are subject to change during the trial period based on market reception and acceptance but shall not exceed the maximum fees set forth in Exhibit 2.

In the event that Participant seeks to derive revenue from customers for any campaign offered under this Agreement, the Parties shall agree upon Global Clearinghouse fees associated with the given campaign based upon  the fees set forth in Exhibit 2.  To the extent, however, that a Campaign Manager is required to pay an IP Licensing Fee (See Section 5 below), such Campaign Manager shall not be considered to be deriving revenue under this Agreement soley by virtue of the fact that such IP Licensing Fees are passed on to Campaign Manager’s customers.  In the event that Participant elects to receive the Service after the expiration of the Term, Participant compensation to Neustar shall be in accordance with the terms and conditions of a definitive commercial agreement negotiated by the Parties.  The prices for the Services under such definitive agreement shall not exceed the fees set forth in Exhibit 2 hereto subject to the timeframes established in Section 1 (Scope) of this agreement.   In addition, during the course of the Pilot, Neustar may implement additional, optional features to the Service that may be subject to a charge. Participation in the Pilot does not require that Participant register for any such future capabilities subject to a charge.

Prior to the expiration of the Pilot, the Parties shall begin good faith negotiations of a definitive agreement for full commercial deployment of the Service.

5. IP Licensing Fee

Participants doing business in the United States and Mexicowho do not have an Intellectual Property Licensing Agreement with NeoMedia Technologies, Inc. (“NeoMedia) , a Delaware corporation with a principal place of business at Two Concourse Parkway, Suite 500, Atlanta, Georgia,  30328, must agree to license the NeoMedia patents from Neustar for transactions being presented to the Global Clearinghouse in the United States under the terms and conditions of the separate license agreement attached as Exhibit 4.

6. Pilot Results

Participants will be provided with aggregated reports following conclusion of the Pilot Program documenting best practices, use cases, Pilot Program results and implementation guidelines.  Section 9 hereto notwithstanding, Participants hereby grant Neustar a fully paid, transferable, worldwide, irrevocable right to use, display, copy, license, and make derivative works of transactional and related Confidential Information and data provided and/or derived from the Pilot; provided, however, that any disclosure of such Confidential Information or data shall be in aggregate form and shall not identify, without prior written consent, any Participant or its customers except as set forth in Section 11 and Exhibit 3.  Participants agree to provide Neustar with the data elements related to their campaign(s) set forth in Exhibit 3.

Participant acknowledges that any feedback provided under this Agreement is voluntary and Neustar may use or not use such feedback in its sole discretion.   In the event that Neustar uses Participant feedback, Participant, to the extent necessary and unless the Parties have otherwise agreed in writing, grants to Neustar a fully paid, transferable, worldwide, irrevocable right to use, display, copy, license, and make derivative works of any such feedback.

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7. Termination

Participant may terminate this Agreement at any time for any reason upon no less then thirty (30) day’s prior written notice.  In the event that either Party commits a material breach of this Agreement, the other Party may, by giving no less than five (5) days prior written notice to the defaulting Party, terminate this Agreement.  The foregoing notwithstanding, the non-defaulting Party may pursue any legal remedies it may have under applicable law or principles of equity relating to such breach and subject to the terms of this Section.  Either Party may immediately terminate Participant’s participation in the program if the other Party (a) becomes or is declared insolvent or bankrupt; (b) is the subject of any proceeding related to its liquidation or insolvency (whether voluntarily or involuntarily) which is not dismissed within ninety (90) days; or (c) makes an assignment for the benefit of creditors.

8. Liability

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, NO PARTY SHALL BE LIABLE TO ANY OTHER OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR OTHER INDIRECT DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.   THE FORGOING LIMITATION SHALL NOT APPLY WITH RESPECT TO THIRD PARTY CLAIMS SUBJECT TO INDEMNIFICATION, FEES DUE AND OWING HEREUNDER, OR CLAIMS ARISING OUT OF A BREACH OF ANY CONFIDENTIALITY PROVISIONS.  WITHOUT LIMITING THE FOREGOING, NEUSTAR SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGES SUSTAINED BY PARTICIPANT OR ITS END USERS BY REASON OF ANY FAILURE IN OR BREAKDOWN OF THE SERVICE OR ANYTHING PROVIDED OR USED TO PROVIDE ANYTHING HEREUNDER, OR FOR ANY INTERRUPTION OR DEGRADATION OF THE SAME, WHATEVER THE CAUSE OR DURATION THEREOF.

9. Disclaimers

PARTICIPANT ACKNOWLEDGES THAT THE SERVICE IS PROVIDED ON A PILOT BASIS, MAY BE EXPERIMENTAL OR RISKY IN NATURE, AND MAY NOT HAVE BEEN MADE AVAILABLE FOR GENERAL RELEASE.  AS SUCH, THE SERVICE MAY CONTAIN ERRORS, BUGS, OR OTHER PROBLEMS NOT USUALLY ASSOCIATED WITH GENERALLY-AVAILABLE PRODUCTS AND SERVICES.  THERFORE PARTICIPANT ASSUMES THE RISK OF RECEIVING THE SERVICE.

THE SERVICE SHOULD NOT BE USED IN AN EMERGENCY ENVIRONMENT OR ON A CRITICAL SYSTEM.  PARTICIPANT SHALL HAVE SOLE RESPONSIBILITY FOR THE ADEQUATE PROTECTION AND BACKUP OF ITS CUSTOMER’S DATA AND/OR EQUIPMENT USED DURING THE PILOT. NEUSTAR IS UNDER NO OBLIGATION TO PROVIDE PARTICIPANT WITH ANY ERROR CORRECTIONS, UPDATES, UPGRADES, BUG FIXES AND/OR ENHANCEMENTS.

NEUSTAR DOES NOT MAKE, AND SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH RESPECT TO THE SERVICE AND ANYTYHING ELSE RENDERED HEREUNDER.  WITHOUTIN ANY WAY LIMITING ANY DISCLAIMER OF WARRANTIES HEREUNDER, PARTICIPANT AGREES THAT DURING THE PILOT THE SERVICE WILL BE PROVIDED ON AN “AS IS” BASIS AND THAT THERE WILL BE NO SERVICE LEVEL COMMITMENTS, INCLUDING BUT NOT LIMITED TO AVAILABILITY AND SYSTEM RESPONSE TIMES.

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10. Confidentiality

Each Party acknowledges that they may be furnished with, receive, otherwise have access to confidential information of the other Parties.  Each Party shall use at least the same degree of care, but in any event no less than a reasonable degree of care, to prevent unauthorized disclosure or use of the other Parties’ Confidential Information as it employs to avoid unauthorized disclosure of its own Confidential Information of a similar nature.  For purposes of this Agreement, Confidential Information shall mean any information that a Party indicates to another Party is, or that the other Party is on notice or with respect to which a reasonable Party should be on notice, confidential in nature (e.g., marked “confidential” or “proprietary”).

11. Publicity and Promotion

a. Publicity

Neustar will coordinate all publicity and promotion (in cooperation with each participant.)The Parties agree to cooperate to actively promote the Pilot and Participant agrees that Neustar may use Participant’s trade names, trademarks, service marks, or other proprietary marks in Pilot results and reports, listings of participants, seminars, industry events, reasonable promotion, news releases, or other promotional or marketing materials without such other Party’s prior written consent.  Participant agrees to coordinate in advance all media outreach, analyst discussion, press releases, and other publicity regarding the Pilot with Neustar.

b. Promotional Materials and Results

Participant agees to, within thirty (30) days of the completion of a campaign using the Services or by August 15, 2010 (whichever is earlier), to produce, utilizing forms provided by Neustar, customer use case results and information,  including the information listed in Exhibit 3 to promote the use of Barcodes.  In addition, Participant shall work with Neustar to develop other such reports, documentation, use cases, testimonials and promotional materials that the parties find reasonable to promote the Pilot.

12. Ownership

Neustar, and, as applicable, its licensors, has and shall have sole and exclusive ownership of all right, title and interest in and to the Service, including, but not limited to, associated hardware, software, interfaces, and documentation, and all portions and copies thereof, including all associated intellectual property rights.   Except as specifically and expressly provided herein, Participant shall not modify, create derivative works based on, loan, rent, lease, give, sublicense, transfer, publish, disclose, display, reverse engineer, decompile, translate, adapt, or disassemble the Service.

13. Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter herein, and supersedes all prior agreements, whether written or oral, with respect to the subject matter contained therein.  This Agreement may be modified only by a written instrument executed by both Parties.

14. Assignment

Neither Party may assign or otherwise transfer all or any portion of its rights or obligations under this Agreement without prior written consent of the other Party, which consent shall not be unreasonably conditioned, withheld or delayed.  Either Party may assign this Agreement without consent to (a) any of its affiliates; (b) an entity which acquires all or substantially all of the assets of such Party; or (c) a successor in a merger or acquisition.

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15. Governing Law

This Agreement shall be governed by the laws of the the State of New York, without reference to its principles of conflict of laws or the U.N Convention on Contracts for the International Sale of Goods.  The Parties hereby expressly opt-out from the applicability of any State’s version of the Uniform Computer Information Transactions Act (“UCITA”).

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The Parties, intending to be legally bound, have caused this Agreement to be executed as of the Effective Date.

NEOMEDIA TECHNOLOGIES, INC.		NEUSTAR, INC
By:	/s/ Michael W. Zima	By:	/s/ Bradley D. Smith
	(Signature)		(Signature)
Printed Name:	Michael W. Zima	Printed Name:	Bradley D. Smith
Title:	Chief Financial Officer	Title:	V.P. Finance and Corporate Controller
Date:	February 12, 2010	Date:	February 12, 2010
Address:	Two Concourse Parkway	Address:	46000 Center Oak Plaza
	Suite 500		Sterling, VA 20166
	Atlanta, GA 30328

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EX-99.1

EXHIBIT 99.1

News Release

Neustar Announces Mobile Barcode Interoperability

Live 2D Barcode Demonstrations at Mobile World Congress Illustrate Financial, Eco-Friendly and Charitable Applications

Press Release Source: Neustar, Inc. On Monday February 15, 2010, 3:00 am EST

BARCELONA, Spain, Feb. 15 /PRNewswire-FirstCall/ — Today at the GSMA's Mobile World Congress, Neustar (NYSE:NSR - News), a provider of innovative solutions and directory services enabling trusted communications across networks, applications, and enterprises around the world, announced the debut of its Mobile Barcode Clearinghouse Services. The services will help expand the reach and targeting capabilities of advertisers and enterprises using 2D Barcodes, drive adoption among consumers, and enable interoperability among mobile operators, ad agencies, and application providers.

(Logo: http://www.newscom.com/cgi-bin/prnh/20090722/NSLOGO )

The clearinghouse is an important component of Neustar's mobile internet solutions strategy, which bridges network operators and enterprises and simplifies their delivery of value to customers. Several of these services have already seen uptake among leading mobile operators.

Neustar's barcode clearinghouse solution provides a method for companies that produce and distribute barcode readers to interoperate with other companies who create barcode campaigns. This cooperation helps establish barcode adoption, which is essential for brands and advertisers to deploy this new mobile marketing medium. A centralized, trusted clearinghouse empowers a scalable, competitive and innovative marketplace, and at the same time ensures that any participating campaign enhances the overall ecosystem and educates consumers. This coordinated approach allows each of the participants to benefit from the efforts of the others, including participation from barcode leaders NeoMedia, 3GVision, Mobile Data Systems, and Mobile Discovery, who are using the Neustar clearinghouse. The clearinghouse is open to other industry players who wish to benefit from the mass market and scale that can be achieved through an open, interoperable approach.

"With our Mobile Barcode Clearinghouse, Neustar can provide both campaign managers and Mobile Network Operators with a rich new approach to accessing mobilized content and services," said Diane Strahan, vice president at Neustar. "Barcodes offer direct response accountability through measurable ROI and enable advertisers to adjust their content based on near real time tracking of each campaign's performance. For consumers, barcodes offer an exciting 'shortcut' to accessing rich content, helpful information and m-commerce."

"Neustar's initiatives and support of interoperability services are a benefit to the mobile industry at large," said Jon Paisner, senior analyst at Yankee Group. "As we have seen with common short codes and text messaging, ease of use and access across global networks is critical for mass market adoption. Neustar's technology provides marketers and content providers with a way to link physical media directly to mobile content."

Demonstrating its commitment to digital innovation and commerce even further, Neustar is collaborating with Visa at Mobile World Congress 2010 in Barcelona (February 15-18) to showcase the power of 2D barcodes. Using their camera phones, Mobile World Congress attendees will download a bar code reader application from http://www.getreader.com using a mobile browser. As part of their Welcome Packets, attendees will receive a faux Visa gift card, and will be invited to scan the 2D barcode on the back each day to enter the "Check Your Balance(1)" contest.

"Establishing standards for the interoperability of barcode technology across global networks is a critical step in making large scale mobile services, like mobile offers, a reality," said Prakash Hariramani, senior business leader at Visa Inc. "As we work to integrate Visa and Neustar technology, this is but one example of the many mobile services we plan to deliver to financial institutions, merchants, consumers and network operators."

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Brands and operators interested in exploring the possible applications of 2D Barcodes are invited to participate in Neustar's upcoming commercial pilot program; more details are available at http://www.gomocode.com/ or from barcodes@neustar.biz.

About Neustar, Inc.

Neustar, Inc. (NYSE:NSR - News) solves complex communications challenges and provides market-leading, innovative solutions and directory services that enable trusted communication across networks, applications, and enterprises around the world. Visit Neustar online at www.neustar.biz.

"Check Your Balance" Contest:

Attendees at the GSMA's Mobile World Congress held in Barcelona, Spain from February 15th � 19th, 2010, will answer a question testing their creativity, and the most creative answers will win a Visa 50 Euro gift card every 30 minutes from 10 a.m. to 4:30 p.m. daily. Winners will be notified by text message, and will be able to claim their prize at the Neustar booth (Exhibit Hall 2, #2D49).  Those who do not have a phone supporting a barcode scanning capability can come to the Neustar booth, where they can experience barcodes and enter the contest.  No purchase is required to win.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

This press release includes information that constitutes forward-looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements about our expectations, beliefs and business results in the future. We have attempted, whenever possible, to identify these forward-looking statements using words such as "may," "will," "should," "projects," "estimates," "expects," "plans," "intends," "anticipates," "believes" and variations of these words and similar expressions. Similarly, statements herein that describe our business strategy, prospects, opportunities, outlooks, objectives, plans, intentions or goals are also forward-looking statements. We cannot assure you that our expectations will be achieved or that any deviations will not be material. Forward-looking statements are subject to many assumptions, risks and uncertainties that may cause future results to differ materially from those anticipated. These potential risks and uncertainties include, among others, successful integration of the mobile internet solutions, any delays in the testing and/or launch of such solutions, the rate at which end-users adopt the proposed solutions, business, regulatory and statutory changes affecting the provision of mobile services, and the effects of natural disasters, public health emergencies, international conflicts and other events beyond our control. More information about potential factors that could affect our business and financial results is included in our filings with the Securities and Exchange Commission, including, without limitation, our Annual Report on Form 10-K for the year ended December 31, 2008 and subsequent periodic and current reports. All forward-looking statements are based on information available to us on the date of this press release, and we undertake no obligation to update any of the forward-looking statements after the date of this press release.

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