Exhibit 10.17


TeleCommunication Systems, Inc.


Master Sales Agreement


 


This Agreement is made on
this 8th day of June 2005 (the “Effective Date”) by and between
TeleCommunication Systems, Inc. a Maryland corporation with offices at 275
West Street, Annapolis, Maryland 21401 (“TCS”), and Vonage Network Inc., a
Delaware Corporation, with offices at 2147 Route 7, Edison, New Jersey 08817 (“Customer”).
TCS and Customer shall also be referred to as the “Parties” and each as a “Party”)
to this Agreement.


 


The Parties agree as follows:


 


1.                                      SCOPE
OF AGREEMENT


 


1.1                                 This
Master Sales Agreement is a framework agreement. TCS may sell, and
Customer may purchase, Hardware, Systems, and Services and/or TCS may license
Software to Customer, as specified in one or more Work Orders signed by TCS and
the Customer, referencing this Master Sales Agreement and the General Statement
of Work. Each such Work Order, together with the Master Sales Agreement and the
General Statement of Work, shall constitute an agreement between the Parties
(the “Agreement”).


 


1.2                                 The
General Statement of Work shall constitute and be called Exhibit A to the
Master Sales Agreement and is hereby incorporated and made a part of this
Agreement.


 


1.3                                 In
the event of a conflict between the terms of the Master Sales Agreement or
General Statement of Work and a Work Order, the terms of the Work Order shall
take precedence to the extent that they are not preprinted terms; but the terms
of the Master Sales Agreement or General Statement of Work shall take precedence
over any preprinted terms in a Work Order. In the event of a conflict between
the terms of the Master Sales Agreement and the General Statement of Work, the
General Statement of Work shall take precedence.


 


2.                                      DEFINITIONS


 


The following terms used
in this Agreement shall have the meanings stated in this Section 2:


 


2.1                                 “Affiliate”
of a Party means any entity that, directly or indirectly, controls, is
controlled by or is under common control with, the Party.


 


2.2                                 “Completion
Criteria” means Customer’s acceptance of the Product or Service as demonstrated
by Customer’s signature of the First Office Application (FOA) certificate which
acknowledges the fulfillment by TCS of the obligations described in the
Statement of Work, such as the delivery of a System.


 


2.3                                 “Hardware”
means equipment or machines, such as computers sold and/or maintained by TCS
under this agreement. Hardware may be manufactured by TCS or by third
parties.


 


2.4                                 “Products”
mean Hardware, Software, or Systems sold or licensed by TCS.


 


2.5                                 “Service”
means performance of a task or project, provision of advice, assistance, or use
of a resource (such as access to an information data base) that TCS makes
available. Services include provision of maintenance and support for Products.
“Professional Services” mean engineering, design or consulting services
performed from time to time on a task or project basis by TCS for Customer.


 


TeleCommunication Systems, Inc. and
Vonage Network Inc. Confidential


 






Pages
where confidential treatment has been requested are stamped, "Confidential
treatment has been requested. The redacted material has been separately filed
with the Commission." All redacted material has been marked by an asterisk
(*).


 


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2.6                                 “Software”
means computer programs and data, in machine readable form, and related
materials, including user, technical, and system administrator materials,
listings, and documentation related to such computer programs and data. Unless
otherwise specified in a Statement of Work or other document signed by TCS and
Customer, all Software is only licensed to the Customer and provided only in
object code form. Software may be licensed by TCS or by a third party.


 


2.7                                 “Specifications”
mean the technical and operational specifications that describe the proper
functioning of any Product or Service. For Hardware the Specifications are
provided by the manufacturer. For Services and Systems the Specifications are
provided in the Statement of Work. For TCS Software, the Specifications are as
provided in the License Agreement and any applicable Statement of Work. For
third party Software, the Specifications are as provided in the License
Agreement.


 


2.8                                 “General
Statement of Work” means the document headed with that name specifying the
overall respective responsibilities of TCS and the Customer for VoIP E9-1-1.


 


2.9                                 “System”
means a combination of Hardware and Software integrated to perform specified
functions.


 


2.10                           “Work
Orders” means a document referencing this Master Sales Agreement and the
General Statement of Work and signed by both Customer and TCS specifying the
Products and/or Services to be provided, the respective responsibilities of TCS
and the Customer, the applicable schedule of delivery, the Completion
Criteria, the applicable charges for the Products and/or Services, and any
other terms.


 


3.                                      PRODUCTS
AND SERVICES PROVIDED


 


3.1                                 TCS
shall provide the Products and Services described in each Work Order, including
attachments, for the prices and on the schedules specified therein and in
accordance with the Master Sales Agreement and General Statement of Work and
any exhibits to either of them referenced in the Work Order.


 


3.2                                 TCS
and Customer shall each perform their respective obligations and carry out
the responsibilities as described and according to schedules specified in each
Work Order. To the extent either Party is delayed in performing any of its
obligations under the Agreement due to the other Party’s failure to perform any
of its responsibilities in accordance with the applicable schedules, the first
Party shall be permitted to delay the performance of its obligations and shall
be entitled to compensation from the other Party for any additional actual and
reasonable out-of-pocket costs incurred as a result. In the event of delay by
Customer, TCS will prepare a change order of the costs associated with the
delay. TCS will not continue performance of its obligations until Customer has
approved the change order and amended the Work Order to include such costs. In
the event of a delay by TCS, TCS will compensate Customer for such delay as set
forth in the applicable Work Order or General Statement of Work.


 


4.                                      ACCEPTANCE


 


4.1                                 Products
and Services delivered by TCS shall be considered accepted by the Customer upon
completion of the Completion Criteria, as defined in Article 2.1. If
Customer has not signed the FOA within 30 business days of receipt, Products
and/or Services will be deemed accepted unless Customer has provided TCS
written notice of rejection detailing the reasons why they do not meet the
specifications in the SOW. TCS shall promptly correct any such deficiencies or
obtain the Customer’s written agreement to a plan to correct such deficiencies.
The System shall thereafter be considered accepted upon completion of the
Completion Criteria.


 


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4.2                                 If
Customer believes that TCS has not provided a Professional Service in a
workmanlike manner or according to the Specifications of the Work Order,
Customer shall provide written notice to TCS of any deficiencies within ten (10) business
days of the completion of the provision of the Professional Service. TCS may perform again
or provide an appropriate credit for any Professional Service that was not
delivered in a workmanlike manner or according to its Specifications of the
Work Order.


 


4.3                                 Customer
shall own all title and interest in all Hardware delivered under this
Agreement, unless such Hardware is subject to the terms of a leasing agreement.


 


5.                                      INVOICES
AND PAYMENT


 


5.1                                 Customer
shall pay the amounts indicated in the Work Order for the Products and Services
delivered by TCS. TCS may invoice the Customer for the amounts specified
in the Work Order for Products and Services only upon their acceptance. Customer
shall pay TCS the full amount of such invoices (other than amounts subject to a
good faith dispute) in U.S. Dollars within 30 days of the date of Customer’s
receipt of the invoice (“Due Date”). Except for any amounts reasonably disputed
by Customer in writing, TCS may assess and Customer shall be liable to pay
a late charge at a rate of one-half percent (0.5%) per month or the highest
rate permitted by law, whichever is less, on all unpaid amounts (other than
disputed amounts) from the due date until paid in full.


 


5.2                                 Failure
to pay any fees or other charges or amounts (including taxes) due to TCS on or
before the Due Date shall be a breach of this Agreement (“Failure
to Pay”). Notwithstanding anything else contained in this
Agreement, in the event of a Failure to Pay that is not cured within fifteen
(15) business days after notice thereof, TCS may suspend delivery of
Products and/or Services to Customer and/or upon five (5) business days
written notice terminate this Agreement for default, unless said Failure to Pay
is based on Customer’s good faith dispute of the amounts invoiced as presented
in writing to TCS on or before the Due Date or the expiration of the fifteen
(15) day notice period referenced above. Any suspension may be continued
until the Failure to Pay has been cured but will cease upon cure. TCS shall be
entitled to recover reasonable costs incurred prior to termination and attorney’s
fees and costs in the event that any legal proceeding is brought by TCS in
collecting all unpaid and undisputed amounts hereunder.


 


5.3                                 If
Customer disputes any part of an invoice, then in order to withhold such
amount from its payment, Customer must notify TCS in writing as to the specific
amounts contested and the reasons for such dispute on or before the Due Date of
the invoice, provided that this provision does not waive Customer’s right to
subsequently place in dispute and seek a refund of amounts already paid.


 


5.4                                 All
prices and charges for Products and Services provided hereunder are exclusive
of any taxes applicable to the transaction, such as value added taxes, sales or
use taxes, duties, or other taxes or levies imposed by any government, public
authority, or government agency on Customer’s purchase of Products or Services
hereunder, all of which are the responsibility of Customer to pay, provided,
for avoidance of doubt, that Customer shall not be responsible for payment of
any taxes based on the income, property or employment of TCS.


 


5.5                                 TCS
reserves the right to modify its price for annual maintenance and support of
any Products for any maintenance renewal period subsequent to the period or
periods specified in the Work Order for the reasons set forth below by
providing Customer notice of any price modification at least sixty (60) days
prior to the commencement of the next applicable renewal period for maintenance
services. Price modifications may be based on a change in the number of
unique records being managed and any additional features being used by the
Customer (unique records managed include all records active for any period of
time during each month, regardless of service change or termination) or on
Customer-initiated changes to the configuration of the Customer’s Software.


 


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6.                                      TERM
AND TERMINATION OF AGREEMENT


 


6.1                                 Subject
to paragraph 6.3 below, this Agreement shall be effective upon signature by
both Parties as of the date noted above for a period of three (3) years (“Initial
Term”) and shall be automatically extended for additional one (1) year
periods, unless either Party notifies the other to the contrary no less than
sixty (60) days prior to the expiration of the Initial Term or any extension
thereof. The expiration of this Agreement shall not terminate any Work Order
referring to the terms of the Master Sales Agreement, and the terms of the
Master Sales Agreement shall remain effective as to any such Work Order, until
that Work Order has been completed or has terminated.


 


6.2                                 Either
Party may terminate this Agreement and any Work Order for cause upon written
notice to the other Party in the event that the other Party fails to perform any
of its material covenants or obligations contained in this Agreement or such
Work Order, unless such default is cured or a mutually agreed plan to cure is
accepted within thirty (30) days of delivery of written notice of such default
to the defaulting Party. If Customer is in material default of this Agreement
and such default continues for a period of thirty (30) days after TCS’ written
notice thereof to Customer, then TCS shall also have an independent and
alternative right to suspend delivery of Products or Services in then effective
Statements of Work upon written notice to Customer, provided that TCS will end
such suspension upon cure of the default by Customer. Customer may terminate
this Agreement and any Work Order upon written notice to TCS if TCS assigns
this Agreement or all or a substantial part of the infrastructure used to
provide Services hereunder, directly or through the sale or merger of TCS or
any of its assets, to an entity that has a substantial business in VOIP
services.


 


6.3                                 The
Parties agree that in the event that material unforeseen changes in applicable
legal or regulatory requirements for providing VoIP E9-1-1 services make the
provision of Services under this agreement commercially impracticable or
materially impact the cost of acquiring or delivering such services for either
Party, then the Parties will negotiate in good faith to adopt changes to or
revisions of the Services contemplated by this Agreement so that such legal or
regulatory changes are not unreasonably burdensome on either Party. If after
good faith negotiations the Parties do not agree to amend this Agreement or the
Services to accommodate such legal or regulatory changes, then either Party may terminate
this Agreement and any Work Order upon ninety (90) days written notice to the
other Party.


 


Customer’s license to any Software shall become
effective upon acceptance by Customer of the Software or a System that includes
the Software. If this Agreement expires or terminates (other than for reason of
Customer’s default), Customer’s license to Software shall continue in
accordance with the terms of the applicable TCS Software License Agreement or
third party license. If this Agreement and the Customer’s license to use the
Software is terminated by TCS pursuant to Section 5.2 for a Failure to Pay
or Section 6.2 for a material default by Customer, Customer shall be
entitled to retain possession of and to continue to use the Software for a period
not to exceed 45 days in order for Customer to make a transition to alternate
software or facilities.


 


This Agreement and any Work Order referencing this
Agreement may also be terminated by either Party, if the other Party has
become insolvent, has filed for bankruptcy, or has been declared insolvent or
bankrupt.


 


Any termination pursuant to Section 6.2, 6.3 or
6.5 shall be without liability on the terminating Party, provided that such
termination will not relieve the terminating Party for amounts owed with regard
to Services rendered prior to the effective date of such termination.


 


The following terms of this Agreement shall survive
expiration or termination of this Agreement:  Articles 5, 6, 8, 9, 12, 14, and 16.


 


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7.                                      WARRANTY
AND MAINTENANCE OF PRODUCTS


 


TCS
Products delivered to Customer under this Agreement are warranted to conform to
their Specifications for a period of one year after acceptance by Customer (or
for such other period as may be set forth in the Work Order). During the
warranty period, TCS will correct defects in Software and repair or replace
Hardware in accordance with third party manufacturer’s policies and in the
event TCS fails to do so within thirty (30) days of notice of such defect, will
refund amounts paid by Customer for the defective Hardware or Software prorated
for the remaining term of the warranty period. Following such warranty period,
TCS shall provide Customer with maintenance and support services for Software
and Hardware in accordance with the terms of the TCS Product Maintenance
Support Policy, Exhibit B (to be attached only if Software license and
Hardware are to be purchased under a Work Order), for the periods Customer
requests and pays for such maintenance and subject to any additional terms
specified in the applicable Work Order. For all third party Hardware and
Software delivered by and purchased through TCS, Customer will be provided
warranty and maintenance service in accordance with the third party manufacturer’s
warranty and maintenance policies, provided Customer pays any applicable
maintenance support charges which are quoted to and approved by Customer in
advance of the rendering of such warranty and maintenance service.


 


TCS
MAKES NO OTHER WARRANTIES OF ANY KIND WITH RESPECT TO THE PRODUCTS AND SERVICES
PROVIDED UNDER THIS AGREEMENT. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT,
TCS MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.


 


8.                                      INTELLECTUAL
PROPERTY NON-INFRINGEMENT AND INDEMNIFICATION


 


8.1                                 TCS
represents and warrants as of the effective date of this Agreement and
thereafter throughout the term of this Agreement that TCS owns or has the legal
right to license the Software licensed under this Agreement and that the
Software does not infringe any patent, copyright, or trademark of any third
party enforceable in the United States. TCS further represents and warrants
that no Hardware or Software delivered to Customer and no System contains any (i) back
door, time bomb, or other software routine designed to disable a computer
program automatically with the passage of time or under the positive control of
TCS; or (ii) any virus, Trojan horse, worm, or other software routine or
hardware component designed to permit unauthorized access to, disable, erase,
modify or otherwise harm any software, hardware or data; provided that with
regard to third party Hardware or Software, the representation and warranty in
this sentence is made only to TCS’ best knowledge and belief.


 


8.2                                 If
a third party claims that any of the Software, Hardware, Systems or Service
infringes its patent, copyright, or trademark enforceable in the United States,
TCS will indemnify and defend Customer against that claim at TCS’ expense,
provided that Customer promptly notifies TCS in writing of the claim (provided
that failure or delay in making such notification shall excuse TCS from its
indemnification obligation hereunder solely to the extent that TCS is actually
prejudiced thereby), allows TCS to control the defense of such claim, and
cooperates with TCS in its defense. If such a claim is made, Customer agrees to
permit TCS to, and TCS will at its own expense, either:  1) procure necessary rights to enable Customer
to continue to use the Software, Hardware, Systems or Service, or 2) modify or
replace such Software, Hardware, Systems or Service to eliminate the
infringement; provided that the choice between (1) and (2) shall be
at TCS’ discretion. However, TCS has no obligation of indemnification under
this Section 8.2 for any claim of infringement caused by Customer’s
modification of the Software or Service or their combination, operation, or use
with any product, data, or apparatus not specified or provided by TCS, provided
that such claim would be avoided absent such Customer modification or
combination, operation, or use with products, data, or apparatus not specified
or provided by TCS. THIS SECTION 8.2 STATES TCS’ ENTIRE OBLIGATION WITH
RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.


 


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8.3                                 The
parties intend that TCS, in its performance of the Services, enjoy the same
immunity from or limitation of liability as is available to Customer and its
agents under applicable law in connection with the provision of the standard or
enhanced 9-1-1 service and in any event, that TCS at least be indemnified
against liability arising out of or relating to TCS’ performance of the
Services except to the extent such liability results from the negligent,
reckless, willful or wanton misconduct of TCS or its employees, agents,
representatives or TCS’ breach of this Agreement (including without limitation
any warranties of TCS set forth herein). Accordingly, Customer shall defend,
indemnify and hold harmless TCS and its directors, officers employees,
representatives, agents and third party vendors from and against any and all
claims, suits, demands, actions, losses, awards, liabilities, damages, costs
and expenses (including, without limitation, reasonable attorney’s fees)
asserted by third parties and arising out of or in connection with (a) any
act or omission of Customer or its employees, agents, representatives in the
operation of its VoIP 9-1-1 service or other services; or (b) any act or
omission of TCS that is reasonably undertaken for purposes of the provision and
performance of the Services or its other obligations under this Agreement;
provided that the foregoing indemnity will not require Customer to indemnify TCS
against liability for damages to the extent such damages result from the
negligence or reckless, willful or wanton misconduct of TCS or TCS’ breach of
this Agreement (including without limitation any warranties set forth herein). To
the fullest extent permitted by applicable law, the foregoing indemnity will
apply regardless of any strict liability or product liability of TCS not
amounting to negligent, reckless, willful or wanton misconduct of TCS or TCS’
breach of this Agreement (including without limitation any warranties of TCS
set forth herein).


 


8.4                                 TCS
shall defend, indemnify and hold harmless Customer and its directors, officers
employees, representatives, agents and third party vendors from and against,
any and all claims, suits, demands, actions, losses, awards, liabilities,
damages, costs and expenses (including, without limitation, reasonable attorney’s
fees) asserted by third parties and arising out of or in connection with (a) any
negligent, reckless, willful or wanton act or omission of, or breach of this
Agreement by, TCS or its employees, agents, representatives; or (b) any
act or omission of TCS that is not reasonably undertaken for purposes of the
provision and performance of the Services or its other obligations under this
Agreement; provided that the foregoing indemnity will not require TCS to
indemnify Customer against liability for damages to the extent such damages
result from the negligence, reckless, willful or wanton misconduct of Customer
or Customer’s breach of this Agreement (including, without limitation, any
warranties of Customer set forth herein).


 


8.5                                 To
the extent not addressed in Section 8.3 or 8.4, each party (for purposes
of this Indemnification Section, the “Indemnifying Party”) will indemnify,
defend and hold harmless the other (including its officers, directors,
employees and agents), its Affiliates and customers, against any loss, cost,
expense or liability (including reasonable attorneys’ fees and costs) arising
from the negligence or willful misconduct of the Indemnifying Party (including
its Affiliates, agents, employees and others under its direction or control).


 


8.6                                 In
any case in which one Party is required to indemnify the other pursuant to this
section 8, the party to be indemnified pursuant to this Section 8 will
notify the Indemnifying Party within a reasonable time after receiving notice
of a claim (provided that failure or delay in making such notification shall
excuse the Indemnifying Party from its indemnification obligation hereunder
solely to the extent that the Indemnifying Party is actually prejudiced
thereby). Provided that the Indemnifying Party promptly and reasonably
investigates and defends any such claim, the Indemnifying Party will have
control over the defense and settlement thereof. The party to be indemnified
will furnish, at the Indemnifying Party’s reasonable request and expense,
information and assistance necessary for such defense.


 


9.                                      LIMITATION
OF LIABILITY


 


NEITHER
PARTY WILL BE LIABLE TO THE OTHER (OR ITS DIRECTORS, OFFICERS, EMPLOYEES,
REPRESENTATIVES, AGENTS, SUBCONTRACTORS, CUSTOMERS OR ANY OTHER THIRD PARTY)
FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL 


 


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DAMAGES
ARISING OUT OF THE SERVICES OR SUCH PARTY’S PERFORMANCE OF OR FAILURE TO PERFORM ITS
OBLIGATIONS UNDER THIS AGREEMENT OR (EXCEPT AS PROVIDED IN SECTION 8) FOR
THE CLAIMS OF THIRD PARTIES FOR LOSSES OR DAMAGES. EXCEPT FOR AMOUNTS PAYABLE
BY CUSTOMER TO TCS UNDER SECTION 5, AND THE INDEMNIFICATION OBLIGATIONS
SET FORTH IN SECTION 8, EACH PARTY’S LIABILITY (WHETHER IN TORT, CONTRACT
OR OTHERWISE AND NOTWITHSTANDING ANY FAULT, NEGLIGENCE (WHETHER ACTIVE, PASSIVE
OR IMPUTED), PRODUCT LIABILITY OR STRICT LIABILITY OF SUCH PARTY) UNDER THIS
AGREEMENT OR WITH REGARD TO THE SERVICES OR OTHER ITEMS FURNISHED UNDER THIS
AGREEMENT WILL NOT EXCEED THE TOTAL COMPENSATION ACTUALLY PAID TO TCS FOR THE
PREVIOUS TWELVE MONTHS UNDER SECTION 5 OR $100,000, WHICHEVER IS GREATER.


 


10.                               ASSIGNMENT


 


This Agreement may not be assigned or transferred
by either Party without the prior written consent of the other Party, except
that upon notice to the other Party:  (1) either
Party may assign this Agreement without consent to any Affiliate of it,
and (2) TCS may assign its rights to payments under this Agreement to
a financial institution. In addition, Customer’s rights under this Agreement
and in the Software may be transferred, leased, assigned, or sublicensed
without the consent of TCS to a successor in interest to Customer’s entire
business or substantially all of its assets which assumes the obligations of
this Agreement.


 


11.                               FORCE
MAJEURE


 


Neither Party shall be liable under this Agreement for
delays, failures to perform, damages, losses or destruction, or malfunction of
any equipment or software, or any consequence thereof, caused by fire,
earthquake, flood, water, the elements, unavailability of transportation, acts
of terrorism or acts or omissions of third parties other than subcontractors of
a Party, or any other cause beyond the reasonable control of a Party and not
caused by its negligence (“Force Majeure”). The Party whose performance is
affected by such Force Majeure shall notify the other Party of the existence of
such Force Majeure and shall use its best efforts to resume performance as soon
as practicable. Customer shall not be obligated to pay for any Service which
TCS is unable to perform because of Force Majeure.


 


12.                               PUBLICITY
AND CONFIDENTIALITY


 


12.1                           Without
the written consent of the other or unless required by law or regulatory
authority, neither Party shall disclose the terms of this Agreement or any
related facts to any third party except such Party’s lawyers, accountants or
auditors which are obligated to keep such information in confidence. No press
releases or other public announcements of or relating to this Agreement shall
be made by either Party without the prior written consent of the other Party. The
Parties agree to work in good faith to issue a mutually agreeable joint press
release designed to coincide with general availability of the VoIP E9-1-1
services, concerning this Agreement and the work to be performed. Each Party may use
the name of the other Party (without other information) in its supplier or
customer lists, as applicable.


 


12.2                           For a
period of three (3) years from the date of receipt, each party shall
maintain the confidentiality of and not disclose to third parties all
information or data of any nature provided to it by the other party hereto
provided such information (i) contains a conspicuous marking identifying
it as confidential or proprietary, (ii) in the case of confidential
information disclosed orally, is identified as confidential at the time of
disclosure and a written summary provided to the receiving Party within fifteen
(15) days of disclosure or (iii) whether or not so marked or identified if
such information is related to Customer’s customer lists, financial or
budgetary statements or projections, or technical, operational or business
plans or strategies (“Confidential Information”). Each Party shall use the same
efforts to protect from disclosure Confidential Information it receives
hereunder as such Party accords to similar confidential information of its own.


 


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12.3                           This
Agreement imposes no obligation on the Recipient with respect to Confidential
Information received from the Provider which:


 


(a)                                  was
known to the receiving Party without any limitation on use or disclosure prior
to the delivery of the Information by Provider,


 


(b)                                 is
independently developed by the receiving Party,


 


(c)                                  is
rightfully obtained by the receiving Party from a third party under no
obligation of confidentiality,


 


(d)                                 is
made available to third parties by the disclosing Party without any limitation
on use or disclosure, or


 


(e)                                  is,
or becomes, publicly available.


 


This Agreement shall not prevent any disclosure of
Confidential Information to a court or government agency pursuant to a lawful
order, provided that prior to making such disclosure, the receiving Party shall
use reasonable efforts to notify the disclosing party of this required
disclosure and shall seek or permit the disclosing Party to seek available
protections against further disclosure by such court or agency.


 


12.4                           The
Parties acknowledge that a breach of any of the promises or covenants contained
in this Section 12 may result in irreparable damage to the disclosing
party, for which there may be no adequate remedy at law. The disclosing
Party shall be entitled to seek injunctive relief and/or a decree for specific
performance and such other relief as may be proper (including monetary
damages if appropriate).


 


13.                               NOTICES


 


All notices concerning this Agreement shall be in
writing and shall be deemed given upon receipt. All notices shall be sent by
registered or certified mail, by overnight courier service, facsimile
transmission with electronic confirmation of delivery, or by other means agreed
upon by both parties. Either Party may change the names or address to
which notices must be sent by sending a written notice to the other Party.


 


	
  Notices to TCS should be sent to:

  	
   

  	
  TeleCommunication Systems, Inc.

  
	
   

  	
   

  	
  275 West Street,

  
	
   

  	
   

  	
  Annapolis, MD 21401

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention: Celeste Ciecierski

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Tel: (410) 295-1451

  
	
   

  	
   

  	
  Fax: (410) 263-7617

  
	
   

  	
   

  	
   

  
	
  Notices to Customer should be sent to:

  	
   

  	
  Vonage

  
	
   

  	
   

  	
  2147 Route 27

  
	
   

  	
   

  	
  Edison, New Jersey 08817

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention: Brooke Schulz

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Tel: (732) 528-2627

  
	
   

  	
   

  	
  Fax: (732) 287-9119

  



 


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14.                               DISPUTES


 


The
Parties agree to submit to arbitration for any and all matters in dispute or
controversy between them concerning this Agreement that cannot be resolved
through discussion by senior executives of both Parties. In the event that
discussions by senior executives cannot resolve any such dispute or controversy
within sixty (60) days (or such other longer period as the Parties may agree)
either Parties may submit such matter in dispute to arbitration, and such
matter shall be resolved by a binding arbitration by a single arbitrator. Any
such arbitration proceeding shall be held in the English language in New York,
New York. The arbitrator will be selected and the arbitration conducted in
accordance with the Commercial Arbitration Rules of the American
Arbitration Association. The parties will share equally in the fees and
expenses of the arbitrator and the cost of the facilities used for the
arbitration hearing, but will otherwise bear their respective costs incurred in
connection with the arbitration. The parties agree to use all reasonable commercial
efforts to ensure that the arbitrator is selected promptly and that the
arbitration hearing is conducted no later than three (3) months after the
arbitrator is selected. The arbitrator may not award punitive or exemplary
damages against any Party or any other relief in excess of the limitations set
forth herein. The arbitrator’s award shall adhere to the plain meaning of this
Agreement and to applicable law, and shall be supported by written findings of
fact and conclusions of law. The judgment and award of the arbitrator will be
final and binding on each Party. Judgment upon the award may be entered in
any United States federal or state court having jurisdiction.


 


15.                               INSURANCE


 


15.1                           TCS
shall maintain, during the term of this Agreement, at its own expense, the
following insurance:


 


15.1.1                  Worker’s Compensation and related
insurance as prescribed by the law of the state in which the work is performed;
and


 


15.1.2                  Comprehensive general liability
insurance and, if the use of automobiles is required, comprehensive automobile
insurance, each with limits of at least USD $2,000,000 for combined single
limit for bodily injury, including death, and/or property damage.


 


16.                               MISCELLANEOUS


 


16.1                           Neither
Party shall perform or use the TCS Products or Services in any manner nor
for any purpose which violates the laws or regulations of the jurisdiction in
which the TCS Products or Services are being provided.


 


16.2                           Customer
shall not perform any service bureau work, grant multiple-user licenses,
or enter into any time-sharing arrangements using Software licensed under this
Agreement, except as expressly authorized in writing by TCS, provided that
Customer’s use of the software in providing service to its customers shall not
be deemed to violate this Section 16.2.


 


16.3                           Any
provision or provisions of this agreement which in any way contravenes the law
of any jurisdiction in which this Agreement is effective shall, in such
jurisdiction, to the extent of such contravention of law, be deemed severable
and ineffective. Such severance shall not affect any other provision hereof or
the validity of this Agreement, unless one or more essential purposes of the
Agreement is rendered ineffective, in which case either Party may terminate
the Agreement without cause in that jurisdiction by notice to the other Party
within a reasonable period.


 


16.4                           No
waiver by either Party to any provisions of this Agreement shall be binding
unless made expressly and confirmed in writing. Any such waiver shall relate
only to such matter, non-compliance or breach as it relates to and shall not
apply to any subsequent or other matter, non-compliance or breach.


 


9

















 


16.5                           The
relationship between and among the Parties hereto shall be that of independent
contractors only, and without limiting the foregoing shall not be that of
partners. Nothing herein contained shall be deemed to constitute a partnership
between and amongst them, merge their assets, or their fiscal or other
liabilities or undertakings. Nothing herein contained shall allow a Party to
act as an agent of any other party, except that TCS may be considered a
limited agent of Customer when TCS is acting on the behalf of and at the
direction of the Customer for the limited purpose of transmitting E9-1-1 data
to Public Safety Answering Points (PSAPs). TCS shall be solely responsible for
its own employees, including without limitation with regard to their
employment, compensation, benefits and taxes relating to their employment. No
TCS employee shall be deemed to be an employee of Customer for any purpose.


 


16.6                           This
Agreement, (which includes Exhibit A) sets forth the entire agreement and
understanding between the Parties with respect to the subject matter hereof and
merges, supersedes, terminates and otherwise renders null and void any and all
prior discussions, negotiations and agreements between them. Neither of the
Parties shall be bound by any conditions, definitions, representations or
warranties with respect to the subject matter of this Agreement other than as
expressly provided herein.


 


16.7                           This
Agreement, and all the rights and duties of the Parties arising from or
relating in any way to the subject matter of this Agreement or the
transaction(s) contemplated by it, shall be governed by, construed and enforced
in accordance with the laws of the State of New York (excluding any conflict of
laws provisions of the State of New York that would refer to and apply the
substantive laws of another jurisdiction). To the extent court action is
initiated to enforce an arbitration award or for any other reason consistent
with Section 14, the Parties agree to submit to the personal and exclusive
jurisdiction of the courts located within the state of New York and waive any
objection as to venue or inconvenient forum.


 


16.8                           For a
period of one year from the termination of this Agreement, Customer and TCS
each agree not to solicit the employment of any employee or consultant of the
other Party who has been directly involved in the performance of services under
this Agreement; provided that the employment of an employee of the other Party
who replies to a general advertisement or employment listing not specifically
targeted to employees of the other Party shall not be prohibited by this Section 16.8.


 


10

















 


By its signature below,
each Party signifies its agreement to the foregoing.


 


AGREED:


 


	
  TeleCommunication Systems, Inc.

  	
  CUSTOMER

  
	
   

  	
   

  
	
   

  	
   

  
	
  BY:

  	
  /s/
  Richard A. Young

  	
   

  	
  BY:

  	
  /s/
  John S. Rego

  
	
  Signature

  	
  Signature

  
	
   

  	
   

  
	
    Richard
  A. Young

  	
   

  	
    John
  S. Rego

  
	
  Name

  	
  Name

  
	
   

  	
   

  
	
    Exec.
  VP & COO

  	
   

  	
    CFO

  
	
  Title

  	
  Title

  
	
   

  	
   

  
	
    June 8,
  2005

  	
   

  	
  6-8-05

  
	
  Date

  	
  Date

  



 


 


Attachments:


 


Exhibit A: General
Statement of Work (To be mutually agreed and incorporated by amendment to the Agreement)


Exhibit B: VoIP i1
9-1-1 Statement of Work


 


11

















 


TeleCommunication
Systems, Inc.

Western Office

2401 Elliott Avenue, Second Floor

Seattle, WA 98121

Phone 206-792-2000

Fax 206-792-2051

www.telecomsys.com


 


TeleCommunication


Systems


Enabling
Convergent Technologies®


 


TCS VoIP
E9-1-1 

   Exhibit A General Statement of Work

For Vonage Network Inc.


 


 


7/1/2005


 


 


CONFIDENTIAL
& PROPRIETARY

Limited Distribution to Authorized Persons
Only

Created 2005 and Protected as an Unpublished Work

Under the US Copyright Act of 1976.

Copyright © 2005 Telecommunication Systems Inc

All Rights Reserved.


 


1

















 


Contents


 


	
   

  	
   

  	
   

  	
  Page

  
	
  1.

  	
  INTRODUCTION

  	
   

  	
  3

  
	
  2.

  	
  VoIP E9-1-1 TECHNICAL
  SERVICE OVERVIEW

  	
   

  	
  4

  
	
   

  	
  2.1

  	
  TECHNICAL SERVICE
  OVERVIEW

  	
   

  	
  4

  
	
   

  	
  2.2

  	
  TCS’ VoIP E9-1-1
  SERVICE COMPONENTS

  	
   

  	
  4

  
	
   

  	
  2.3

  	
  VONAGE’S VoIP E9-1-1
  SYSTEM COMPONENTS

  	
   

  	
  5

  
	
   

  	
  2.4

  	
  GENERAL SERVICE
  SPECIFICATION

  	
   

  	
  5

  
	
   

  	
   

  	
  2.4.1

  	
  Connectivity

  	
   

  	
  5

  
	
   

  	
   

  	
  2.4.2

  	
  Subscriber Provisioning

  	
   

  	
  6

  
	
   

  	
   

  	
  2.4.3

  	
  Subscriber Location
  Information Validation

  	
   

  	
  6

  
	
   

  	
   

  	
  2.4.4

  	
  Subscriber Location
  Database

  	
   

  	
  7

  
	
   

  	
   

  	
  2.4.5

  	
  Call Signaling

  	
   

  	
  7

  
	
   

  	
   

  	
  2.4.6

  	
  Operator Routing
  Support Service

  	
   

  	
  7

  
	
   

  	
   

  	
  2.4.7

  	
  Service Confirmation

  	
   

  	
  8

  
	
   

  	
   

  	
  2.4.8

  	
  Reporting

  	
   

  	
  8

  
	
   

  	
  2.5

  	
  i1 SERVICE
  SPECIFICATION

  	
   

  	
  9

  
	
   

  	
   

  	
  2.5.1

  	
  Call Routing

  	
   

  	
  9

  
	
   

  	
   

  	
  2.5.2

  	
  Call Delivery

  	
   

  	
  9

  
	
   

  	
   

  	
  2.5.3

  	
  Data Delivery

  	
   

  	
  9

  
	
   

  	
   

  	
  2.5.4

  	
  Default Routing

  	
   

  	
  9

  
	
   

  	
  2.6

  	
  i2 SERVICE
  SPECIFICATION

  	
   

  	
  10

  
	
   

  	
   

  	
  2.6.1

  	
  Call Routing Flow

  	
   

  	
  10

  
	
   

  	
   

  	
  2.6.2

  	
  Call Delivery

  	
   

  	
  12

  
	
   

  	
   

  	
  2.6.3

  	
  Data Delivery

  	
   

  	
  12

  
	
   

  	
   

  	
  2.6.4

  	
  Default Routing

  	
   

  	
  13

  
	
  3.

  	
  VoIP E9-1-1 PROGRAM
  MANAGEMENT OVERVIEW

  	
   

  	
  14

  
	
  4.

  	
  DEPLOYMENT SERVICES FOR
  i2 MARKET LAUNCH

  	
   

  	
  15

  
	
   

  	
  4.1

  	
  GENERAL PROJECT

  	
   

  	
  15

  
	
   

  	
  4.2

  	
  MARKET LAUNCH

  	
   

  	
  15

  
	
   

  	
  4.3

  	
  PSAP OUTREACH

  	
   

  	
  15

  
	
   

  	
  4.4

  	
  PSAP DEPLOYMENT WORK

  	
   

  	
  16

  
	
   

  	
   

  	
  4.4.1

  	
  Assumptions

  	
   

  	
  16

  
	
   

  	
  4.5

  	
  DATA PROVISIONING

  	
   

  	
  17

  
	
   

  	
  4.6

  	
  TESTING

  	
   

  	
  17

  
	
   

  	
  4.7

  	
  GO-LIVE

  	
   

  	
  17

  
	
   

  	
  4.8

  	
  DEPLOYMENT SCHEDULE

  	
   

  	
  17

  
	
   

  	
  4.9

  	
  DEPLOYMENT ACCELERATION

  	
   

  	
  18

  
	
   

  	
  4.10

  	
  DEPLOYMENT FIRST MOVER
  ADVANTAGE

  	
   

  	
  18

  
	
   

  	
  4.11

  	
  DEPLOYMENT APPROACH

  	
   

  	
  18

  
	
  5.

  	
  TCS VoIP
  E9-1-1—OPERATIONAL SERVICES OVERVIEW

  	
   

  	
  18

  
	
   

  	
  5.1

  	
  FACILITIES

  	
   

  	
  19

  
	
   

  	
   

  	
  5.1.1

  	
  Data Centers

  	
   

  	
  19

  
	
   

  	
   

  	
  5.1.2

  	
  Network Operations
  Centers

  	
   

  	
  19

  
	
   

  	
   

  	
  5.1.3

  	
  Technical Support

  	
   

  	
  20

  
	
   

  	
   

  	
  5.1.4

  	
  Monitoring

  	
   

  	
  20

  
	
   

  	
   

  	
  5.1.5

  	
  Data Maintenance

  	
   

  	
  21

  
	
  6.

  	
  MILESTONES FOR SERVICE
  LAUNCH

  	
   

  	
  21

  
	
  7.

  	
  SERVICE LEVEL AGREEMENT

  	
   

  	
  22

  
	
  8.

  	
  PRICING AND BILLING

  	
   

  	
  22

  
	
  9.

  	
  AGREED:

  	
   

  	
  22

  



 


2

















 


1.                                       Introduction


This document is Exhibit
A to the Master Sales Agreement (“MSA”) between TCS and Vonage dated June 8,
2005, describes the TCS VoIP e9-1-1 Service to be provided by TCS to Vonage
thereunder, explains how the TCS VoIP E9-1-1 Service will work from a
technical, deployment, and operational perspective, and sets forth the parties’
respective roles and responsibilities with regard thereto.


 


The document begins with
a “Technical Overview” section, which describes the system components and the
implementation options available. This is followed by the “Program Management
Overview,” which identifies TCS’ services and roles during initial launch of
services and during creation of MSAGs for Vonage. The next major section is the
“Operational Services Overview,” which details TCS’ roles and responsibilities
while operating the VoIP E9-1-1 Solution.


 


Pricing for the VolP
E9-1-1 Solution also is attached to this document.


 


TCS and Vonage entered
into a letter agreement with an Effective Date of May 31, 2005 (the “Letter
Agreement”) which provided for the completion a Demonstration Project of the
TCS VoIP E9-1-1 service. (Terms in this paragraph which are capitalized and not
otherwise defined refer to terms defined in the Letter Agreement.) The Letter
Agreement, by its terms, will expire on July 1, 2005, but the Demonstration
Project has not been completed due to circumstances mutually understood between
TCS and Vonage. Both parties have agreed to enter into this Exhibit A in order
to initiate certain other activities required for full deployment of the
service, but with the contingency that if the Demonstration Project does not
successfully complete the Acceptance Criteria set forth in Exhibit B of the
Letter Agreement by July 15, 2005, then this Exhibit A to the MSA shall become
null and void, and the rights and obligations of both TCS and Vonage shall be
the same as though this Exhibit A to the MSA was never executed.


 


3

















 


2.                                       VoIP E9-1-1 Technical Service
Overview


This section describes
the technical scope of the TCS VoIP E9-1-1 Service and defines the respective
scope of responsibility for TCS and Vonage. Activities or functions described
in this Statement of Work as Vonage responsibilities may be undertaken by a
third party on behalf of Vonage upon express written authorization by Vonage.
Upon receipt of such authorization, TCS will be entitled to deal with such
third party for the purposes set forth in such authorization, and will deal
with such third party pursuant to Vonage’s written instructions.


 


2.1          Technical Service Overview


The TCS E9-1-1 VoIP
Service will support static, nomadic, and mobile VoIP subscribers. TCS will
provide to Vonage both an i1 and an i2 solution as specified below in sections
2.5 and 2.6, respectively.


 


2.2          TCS’ VoIP E9-1-1 Service Components


TCS will provide the
following components as part of the TCS VoIP E9-1-1 Service:


 


	
  Component

  	
   

  	
  Description

  
	
  Business to Business
  (B2B) Provisioning Interface

  	
   

  	
  The TCS B2B interface
  currently supports and will continue to support civic address validation
  whereby the provided address is compared against geographic data (e.g.,
  street name, city, state, ZIP), and provisioning of the subscriber address
  into the SLDB. The B2B interface is based on Simple Object Access Protocol
  (“SOAP”).

  
	
  Validation Database
  (VDB)

  	
   

  	
  Provides a validation
  interface to the SLDB using Master Street Address Guide (MSAG) data and GIS
  layer data. The VDB provides both civic and MSAG data validation. Delivery of
  the MSAG files is the responsibility of the ESGW provider.

  
	
   

  	
   

  	
  MSAG
  validation will be made available by TCS in

  November 2005

  
	
  Subscriber Location
  Database

  (SLDB; a.k.a. LIS)

  	
   

  	
  Stores subscriber
  location information for use by the VPC.

  
	
  Service Order Input
  Database (SOIDB)

  	
   

  	
  Used for provisioning
  MSAG valid shell records into the ALI database and provisioning ESQKs into
  the selective router.

  
	
  VoIP Positioning Center
  (VPC)

  	
   

  	
  Provides call routing
  instructions to Vonage’s VoIP network and delivers caller location information
  to the ALI/PSAP.

  
	
  Emergency Routing
  Database (ERDB)

  	
   

  	
  Identifies the
  Emergency Services Number (ESN), ESQK Pool, Selective Router, and Contingency
  Routing Number (The 10-digit, PSAP 7x24 emergency number; used if call cannot
  be routed through the selective router).

  
	
  ALI Link

  	
   

  	
  Integrates the VPC with
  V-E2, NENA2, and PAM compliant ALI databases nationally.

  
	
  Operator Routing
  Support Service (ORSS)

  	
   

  	
  If Vonage chooses TCS
  ORSS service, calls that the VPC cannot automatically route to a PSAP will be
  answered by a call taker and transferred to the appropriate PSAP or first
  responder. The PSTN connectivity to the ORSS the responsibility of Vonage.

  
	
   

  	
   

  	
  ORSS
  available June 30, 2005

  
	
  Reporting Web

  	
   

  	
  A secure,
  customer-facing web-based reporting interface.

  



 


4

















 


2.3          Vonage’s VoIP E9-1-1 System Components


To complete the solution,
Vonage must provide the following components:


 


	
  Component

  	
   

  	
  Description

  
	
  Provisioning Server

  	
   

  	
  Provides location
  provisioning interface to VoIP Subscriber and relays subscriber location
  information to the SLDB via the B2B Provisioning Interface.

  
	
  9-1-1 Call/Proxy Server
  (Soft Switch):

  	
   

  	
  Interacts with VPC to
  obtain and interpret location-based call routing instructions.

  
	
  Emergency Services
  Gateway (ESGW):

  	
   

  	
  Routes 9-1-1 calls to
  the Selective Router via trunks between ESGW and Selective Routers or via
  trunks to tandem switches which connect to Selective Routers

  



 


Both the TCS-provided and Vonage-provided components
will use NENA standard interfaces (as set forth in section 2.4.5 below) where
applicable. The following diagram represents the solution system components:


 





 


2.4          General Service Specification


2.4.1       Connectivity


Vonage will connect to
TCS as mutually agreed. The parties’ respective responsibilities are set forth
below.


 


	
  TCS

  	
   

  	
  Vonage

  
	
  •  Supports
  connectivity via a pair of dedicated circuits as mutually agreed.

  	
   

  	
  •  Works
  with TCS Engineering to identify connectivity-specific information.

  



 


5

















 


	
  •  Orders
  geographically and carrier redundant circuits between Vonage and TCS.

  	
   

  	
  •  Provides
  support during circuit turn-up.

  
	
  •  Provides
  support during circuit turn-up.

  	
   

  	
   

  
	
  •  Monitors
  circuits to ensure availability.

  	
   

  	
   

  



 


2.4.2       Subscriber
Provisioning


TCS will provide a single
provisioning interface for all VoIP 9-1-1 Services. The provisioning process
will be interactive between the end-user and the validation database. TCS will
leverage its own geographic information system (the Kivera Location Engine) to
integrate MSAG data into the street data. TCS will use this integrated dataset
to perform both civic and MSAG validation (MSAG Validation available in 4Q05).


 


TCS supports and will
continue to support NENA standard interfaces for subscriber provisioning. These
are defined in the Interface Control Document (“ICD”) and provisioning guide
identified as:


 


B2B:
1095-1A-Subscriber_Data_Prov_B2B_ICD_v2.1


 


Bulk: TCS Bulk
Provisioning Guide (It is anticipated that the Bulk interface will be used only
for the initial production load, and thereafter B2B will be the primary
interface.)


 


i2 provisioning requires
that records be stored in the SLDB. Upon a B2B provisioning transaction request
by Vonage, TCS will manage and store SLDB records. Only shell records will be
provisioned in the ALI (to enable ESQK ALI Steering). The VPC uses these SLDB
records to determine routing during call flow. Furthermore, the address portion
of the records is staged for the ALI query based on the assigned ESQK.


 


2.4.3       Subscriber Location
Information Validation


Subscriber address
information will be validated by TCS in real-time prior to entry into the TCS
SLDB. The diagram below illustrates the validation process for customer
addresses, the process for loading the ALI record, and the reporting available to
Vonage. The process flow is as follows:


 


	
  Step

  	
   

  	
  TCS

  	
   

  	
  Vonage

  
	
  1

  	
   

  	
  N/A

  	
   

  	
  Vonage sends a
  provisioning request containing customer data (URI, TN, address) to TCS via
  B2B interface.

  
	
  2

  	
   

  	
  TCS validates each
  address received against the TCS address validation system.

  MS AG Validation available in

  November
  2005

  	
   

  	
  N/A

  
	
  3

  	
   

  	
  If the address cannot
  be validated TCS generates detailed error codes.

  	
   

  	
  N/A

  



 


6

















 


	
  4

  	
   

  	
  TCS sends a response
  containing either a success or failure notification (and corresponding error
  codes and/or address alternatives) for each address.

  	
   

  	
  If validation fails,
  Vonage will facilitate troubleshooting the address with the subscriber and
  will resubmit records as needed.

  
	
  5

  	
   

  	
  If validated, each
  address is stored in the TCS SLDB.

  	
   

  	
  N/A

  



 


2.4.4       Subscriber Location
Database


TCS will support
subscriber provisioning through a B2B Provisioning Interface.


 


Vonage will provide
subscriber data in the format defined in the Subscriber Data Provisioning ICD.
TCS also offers a batch file submission process for initial data loads as
defined in the Bulk Provisioning Guide.


 


2.4.5       Call Signaling


TCS supports and will
continue to support NENA standard V4 and V6 interfaces for call signaling.
These are defined in the Interface Control Documents. The current versions are
identified below.


 


•                                          11
73-1_V4_SIP_ICD_1_1.doc


•                                          1
150-1_V6_SIP_ICD_1_2.doc


 


TCS reserves the right to
modify the ICD to maintain consistency with the NENA standard interfaces, but
shall not implement such modifications into the Vonage service without the
approval of Vonage.


 


2.4.6       Operator Routing
Support Service


Pursuant to this SOW, TCS
will use best efforts to eliminate the circumstances in which a Vonage VoIP
9-1-1 caller is directed to a recording. Calls that the VPC cannot
automatically route to a PSAP will be answered by a TCS-provided call taker and
transferred to the appropriate PSAP or first responder.


 


If the subscriber is
unprovisioned (for example, has not registered its location information and
subscribed to Vonage’s 911 service), the TCS call taker will determine the
caller’s location and direct the call to the correct PSAP. If the PSAP refuses
calls, the call taker will use its best efforts to transfer the call either to
the PSAP or directly to the appropriate responder through the 10-digit PSTN
number as described in Exhibit B to the MSA.


 


7

















 





 


2.4.7       Service Confirmation


TCS will use VoIP
VerifyTM, a custom dialing plan, to allow users to obtain real-time PSAP service
status. After dialing a designated number (for example, 9-3-3), the subscriber
will hear a message describing the extent of their 9-1-1 coverage. This will help
to mitigate subscriber misunderstandings about the level of service that they
can expect. TCS currently supports a validation-only interface that responds to
a query against a provisioned location. The query will allow users to obtain
real-time PSAP service status. Vonage must provide the user interface (i.e.,
incorporated into the provisioning server).


 


TCS intends to offer
service confirmation validation via an Internet-based interface which currently
is scheduled for availability by the end of November 2005. If such
Internet-based service is requested by Vonage upon its availability, TCS and
Vonage will mutually agree upon the terms for its integration into the services
provided to Vonage.


 


2.4.8       Reporting


TCS will provide a web
based reporting server to Vonage for access to all VoIP reports and data.
Through this web site, TCS will be able to report accurately on all provisioned
subscribers. TCS will provide Vonage with the capability to access the
following data:


 


	
  Function

  	
   

  	
  Report

  
	
  Subscriber Provisioning

  	
   

  	
  •     Provisioned
  Subscriber Detail including counts of subscribers provisioned by full address
  and provisioned only by city/state/ZIP, and PSAP Status

  •     TCS
  VoIP Verify Utilization

  
	
  Service Set-up/ Data
  Provisioning

  	
   

  	
  •     ESRN/
  ESQK Pool Provisioning Status

  
	
  Call Flow

  	
   

  	
  •     Call
  Counts by Subscriber

  •     Default
  Routes

  •     Call
  Failures

  •     Calls
  handled by ORSS

  
	
  Deployment

  	
   

  	
  •     PSAP
  Status (i1/i2)

  •     Market
  Readiness

  



 


8

















 


2.5          i1 Service Specification


TCS will provide Vonage
with a custom i1 solution, whereby all i1 calls will route to the Operator
Routing Support Service (“ORSS”) as provided in Exhibit B to the MSA. The ORSS
will confirm the caller’s location and route the call to the appropriate PSAP.
The parties’ respective responsibilities are set forth below.


 


2.5.1       Call Routing


	
  TCS

  	
   

  	
  Vonage

  
	
  •  Provides
  VoIP E9-1-1 service for calls within the United States and Canada.

  •  Provides
  a 10-digit 24x7 PSAP emergency number for routing the call.

  	
   

  	
  •  Provides
  the call connectivity access to the PSTN.

  •  Provides
  softswitch with PSTN access.

  



 


2.5.2       Call Delivery


	
  TCS/ ORSS

  	
   

  	
  Vonage

  
	
  •  Confirms
  caller name and address.

  •  Identifies
  the type of emergency.

  •  Identifies
  the appropriate PSAP/ 1st Responder to handle the call.

  •  Contacts
  the PSAP/ 1st responder.

  •  Confirms
  call acceptance and drops from the call.

  •  Documents
  call status.

  	
   

  	
  •  Routes
  call via PSTN to the 10-digit number for the ORSS.

  •  Establishes
  and maintains dedicated trunking between softswitch and PSTN.

  



 


2.5.3       Data Delivery


	
  TCS

  	
   

  	
  Vonage

  
	
  •  Stages
  records in a TCS database for reporting and billing purposes. Vonage will be
  allowed access to the subscriber data contained in this database through the
  reporting server.

  	
   

  	
   

  



 


2.5.4       Default Routing


As with all i1 calls, in
the event that TCS receives a subscriber telephone number that is not in the
SLDB, TCS will provide a 10-digit 24x7 ORSS number for routing the call. The
ORSS will have the ability to validate the caller’s address and correlate that
location to the most appropriate PSAP for handling the call.


 


9

















 


2.6          i2 Service Specification


The functional components
of the end-to-end VoIP E9-1-1 services to be provided are identified in the
tables below, along with the roles for TCS and TCS’ partner CLEC. These
specifications apply to the i2 solution.


 


When Vonage sends the SIP
Invite to the TCS VPC, TCS determines that the PSAP is i2 capable. The VPC
returns the ESQK, ESRN and CRN to Vonage for routing the call via the selective
router to the PSAP. This is illustrated below.


 





 


2.6.1       Call Routing Flow


The parties’ respective
responsibilities are set forth below.


 


	
  Step

  	
   

  	
  Description

  	
   

  	
  TCS

  	
   

  	
  Vonage

  	
   

  	
  LEC, SR

  provider, and

  or ALI

  provider

  
	
  1

  	
   

  	
  The VoIP endpoint
  initiates an emergency call and conveys its location either directly
  (Location Object, or “LO”) or indirectly (Location Key, or “LK”) or conveys
  no location at all to the 9-1-1 VoIP Call Server.

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  
	
  2

  	
   

  	
  Call Server recognizes
  the emergency call and initiates a SIP INVITE message to the TCS Routing
  Proxy (via the V6 interface).

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  



 


10

















 


	
  Step

  	
   

  	
  Description

  	
   

  	
  TCS

  	
   

  	
  Vonage

  	
   

  	
  LEC, SR

  provider, and

  or ALI

  provider

  
	
  3

  	
   

  	
  The TCS Routing Proxy
  sends a message (internal to TCS) to the VPC, passing along the referenced
  location, if provided.

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  
	
  4

  	
   

  	
  The VPC queries LIS
  (SLDB) (as appropriate) to get location (LO) based on location key (LK) input
  (via internal V3 compatible interface). Absent an LK, the VPC will use the
  SIP URI contained in the INVITE to query the LIS/SLDB.

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  
	
  5

  	
   

  	
  LIS/SLDB returns the
  location (LO) to the VPC, where it is cached in association with the call in
  progress.

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  
	
  6

  	
   

  	
  The VPC sends a request
  for PSAP routing information to the ERDB, based on location as input.

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  
	
  7

  	
   

  	
  The ERDB returns ESRN,
  ESN, and CRN to the VPC, which the VPC uses to allocate an ESQK for later use
  in routing through the TDM Selective Router.

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  
	
  8

  	
   

  	
  The VPC initiates a SIP
  INVITE containing ESQK, ESRN, and LRO back to the original Call Server (via
  the V4 interface). LRO is not included in the initial INVITE. It is used only
  if the INVITE with ESRN and ESQK fails.

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  
	
  9

  	
   

  	
  The Call Server
  receives the ESQK, ESRN, and LRO, and initiates a new INVITE to the ESGW
  (also implements a V4 interface). LRO is not included in the initial INVITE.
  It is used only if the INVITE with ESRN and ESQK fails.

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  
	
  10

  	
   

  	
  The ESGW receives the
  ESQK, ESRN, and LRO, then based on ESRN mapping, determines to which S/R the
  call should be routed. LRO is not included in the initial INVITE. It is used
  only if the INVITE with ESRN and ESQK fails.

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  
	
  11

  	
   

  	
  The Selective Router
  receives only the ESQK in the TDM (or CAMA) messaging. Vonage may include the
  CBN in signaling where the SR is capable of handling CBN in signaling path.

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  ESGW Provider

  
	
  12

  	
   

  	
  The call is routed to
  the appropriate PSAP.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ESGW Provider

  



 


11

















 


	
  Step

  	
   

  	
  Description

  	
   

  	
  TCS

  	
   

  	
  Vonage

  	
   

  	
  LEC, SR

  provider, and

  or ALI

  provider

  
	
  13

  	
   

  	
  The PSAP receives the
  ESQK, and then requests ALI location information from the ALI database, based
  on the ESQK.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  PSAP and ALI
  Host

  
	
  14

  	
   

  	
  Based on the ESQK, and
  the ALI’s corresponding shell record, the ALI initiates an ESPOSREQ request
  over the V-E2 interface.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ALI Host

  
	
  15

  	
   

  	
  The TCS ALI-Link/VPC
  returns the location information associated with the current emergency call
  back through the ALI, to the PSAP

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  



 


2.6.2       Call Delivery


The parties’ respective
responsibilities are set forth below.


 


	
  TCS

  	
   

  	
  Vonage

  
	
  •  Provides
  relationship info regarding ESQK-to-PSAP data.

  	
   

  	
  •  Establishes
  and maintains dedicated trunking between media gateway and all required
  selective routers.

  
	
   

  	
   

  	
  •  Based
  upon ESQK or trunk select, routes call via IP to appropriate local TDM media
  gateway.

  
	
   

  	
   

  	
  •  Provisions
  translations in local TDM media gateway to route call via appropriate TDM
  signaling protocol to appropriate selective router.

  



 


2.6.3       Data Delivery


The parties’ respective
responsibilities are set forth below.


 


	
  TCS

  	
   

  	
  Vonage

  
	
  •  Stages
  record in TCS database.

  	
   

  	
   

  
	
  •  Establishes
  and maintains connectivity to all required ALI databases.

  	
   

  	
   

  
	
  •  Provisions
  ESQKs in all required ALI databases and selective routers.

  	
   

  	
   

  
	
  •  Supports
  all standard ALI formats: V-E2, E2, E2+, PAM and NENA.

  	
   

  	
   

  
	
  •  Provides
  i1 service (route calls to 10-digit ORSS line). Upon request by Vonage, TCS
  can use ORSS and 10-digit PSAP DN’s also as a possibility in cases where ALI
  connectivity does not exist.

  	
   

  	
   

  



 


12

















 


	
  •  In
  the event of changes to the ALI that require upgrade or new data circuits,
  TCS shall implement necessary changes within a reasonable timeframe. TCS may
  elect to eschew upgrades if they are deemed to be prohibitively expensive or
  otherwise financially unsound. Such situations will be reviewed with Vonage.

  	
   

  	
   

  



 


2.6.4       Default Routing


In the event that TCS
receives a subscriber telephone number that is not in the SLDB, TCS will
provide a 10-digit 24x7 ORSS number for routing the call. The ORSS will have
the ability to validate the caller’s address and correlate that location to the
most appropriate PSAP for handling the call.


 


13

















 


 


3.                                       VoIP E9-1-1 Program
Management Overview


TCS will provide Vonage
with project management, deployment management, technical integration services
and data provision services to support the deployment of the TCS VoIP E9-1-1
Solution.


 


Overall Project
Management will be delivered via an Onsite Project Manager as described in
Exhibit C to the MSA. The Onsite Project Manager will be responsible for
coordinating the specific TCS resources responsible for each of the deployment
services required in Section 4 below.


 


14

















 


4.                                       Deployment Services for i2
Market Launch


This section describes
the parties’ respective deployment responsibilities for a VoIP i2 deployment
between Vonage and TCS.


 


4.1                               General Project


	
  TCS

  	
   

  	
  Vonage

  
	
  •  Provide project
  management services for testing and deployment

  	
   

  	
  •  Provide status
  reporting on trunk/selective router readiness.

  
	
  •  Provide status
  on PSAP readiness and instructions to deploy.

  	
   

  	
   

  



 


4.2                               Market Launch


	
  TCS

  	
   

  	
  Vonage

  
	
  •  Identifies
  the PSAP’s included in the market launch based on the specified rate centers
  provided by Vonage 

  •  TCS
  provides reports of ALI connectivity status 

  •   PSAPs
  TCS and ESGW connected to 

  •   PSAPs
  TCS and/or ESGW still need to connect to

  	
   

  	
  •  Vonage
  supplies the market launch plan (markets and launch dates) 

  •  Identify
  Selective Routers that are already deployed

  •  Identify
  Selective Routers to be deployed with time frame for deployment 

  •  Identify
  all PSAPs connected to each Selective Router 

  •  Identify
  high profile markets that need immediate connectivity work 

  •  Identify
  any PSAP decisions driven by outside market forces

  



 


4.3                               PSAP Outreach


	
  TCS

  	
   

  	
  Vonage

  
	
  •  Creates
  VoIP Welcome Kit to PSAP, which includes:

   

  •   VoIP
  overview

   

  •   Roles
  and Responsibilities matrix.

   

  •   Call
  to action for shell record, ESN, CRN.

   

  •   Deployment
  timeline

  	
   

  	
  •  Send
  PSAP Welcome Kit

   

  •  Proactive
  follow-up by phone after PSAP welcome kit is sent

   

  •  Attempt
  twice to complete a verbal interview with the PSAP to complete the Deployment
  Checklist document, which will include:

   

  •   Confirmation
  of LEC, SR (CLLI), ALI database, CPE

   

  •   Confirmation
  of PSAP ESN

   

  •   Request
  for Shell Record(s) for ESQKs

   

  •   Request
  for PSAP’s CRN

   

  •   Inform
  the PSAP of the i2 test plan

  



 


15

















 


	
   

  	
   

  	
  •   Inform
  the PSAP of any delay time between completion of test call and production
  ‘go-live’

   

  •  Notify
  TCS if there is no intent to deploy

   

  •  Provide
  VoIP shell record

   

  •  Notify
  TCS is PSAP refuses to provide VoIP shell record.

   

  •  Notify
  TCS when to restart a deployment or when to close a deployment record based
  on ongoing interaction between Vonage and PSAP.

   

  •  Provide TCS
  with completed Deployment Checklist.

  



 


4.4                               PSAP Deployment Work


	
  TCS

  	
   

  	
  Vonage

  
	
  •  Verify
  and test ALI Connectivity

  •  Verify
  Wireless Shape File exists and create new Shape File if needed 

  •  Collect
  Shape File from Vonage

  •  Determine
  ALI Display requirements

  	
   

  	
  •  Order
  SR trunks 

  •  Notify
  TCS eta for trunk availability for testing 

  •  Provide
  appropriate number of ESQKs to TCS 

  •  Provide
  TCS PSAP ESRN translation

  •  Provide
  PSAP provided Shape File if new or different from Wireless.

  



 


4.4.1                     Assumptions


TCS will not begin PSAP deployment activities until
the PSAP has provided a VoIP Shell Record.


 


TCS will begin PSAP deployment activities for a PSAP
that has provided a VoIP Shell Record, regardless of whether the PSAP has
requested dedicated VoIP trunks and/or new boundaries for VoIP calls. TCS and
Vonage agree that these PSAP requests will be accommodated, but that they
cannot delay the initial deployment.


 


16

















 


4.5                               Data Provisioning


	
  TCS

  	
   

  	
  Vonage

  
	
  •  Load
  VoIP Shell Records to ALI Database (ESQKs) 

  •  Load
  ESQKs, ESRN and CRN into VPC

  •  Determine
  Test Subscriber Addresses

  •  Load
  Test Account into SLDB via test interface

  	
   

  	
  •  Load
  ESRN/SR table 

  •  Provide
  Test Vonage accounts for TCS Deployment Managers

  



 


4.6                               Testing


	
  TCS

  	
   

  	
  Vonage

  
	
  •  Notify
  PSAP of intent to test 

  •  Provide
  test plan to PSAP 

  •  Provision
  Local Address for test calls 

  •  Place
  Test Call 

  •  Test
  All ESQKs 

  •  Test
  CRN

  	
   

  	
  •  Verify
  Trunks 

  •  Vonage
  to ensure proper LEC support related to connectivity (SR) issues.

  
	
  •  Verify
  Correct PSAP Delivery 

  •  Verify
  ALI Display

  •  Provide
  test conference bridge

  	
   

  	
   

  



 


4.7                               Go-Live


	
  TCS

  	
   

  	
  Vonage

  
	
  •  Provide
  notification to PSAP about successful test;

  •  Provide
  notification to TCS NOC and Vonage NOC 

  •  Deliver
  SOP to PSAP 

  •  Provide
  notification to all parties of successful test

  	
   

  	
   

  



 


4.8                               Deployment Schedule


TCS is dependent on the
availability of ESGW/SR access and the PSAPs intent to deploy before deployment
activity can begin.


 


Vonage will provide TCS
with an ESGW Availability Schedule. Such schedule shall indicate the week
(based on the date of each Monday within the week) when an ESGW will be
available to handle live VoIP traffic. The schedule shall also indicate the
date when TCS will receive the ESRN and ESQKs related to each ESGW. Based on
the availability of PSAPs to deploy, TCS commits to creating and delivering a
PSAP Deployment Schedule such as the following such that the total number of
PSAPs deployed as of the end of each respective month will be at least as many
as is set forth in the Deployment Schedule.


 


17

















 


	
  SAMPLE
  DEPLOYMENT SCHEDULE

  	
   

  
	
   

  	
   

  
	
  Month

  	
   

  	
  Target PSAP

  Deployments

  	
   

  
	
  August

  	
   

  	
  500

  	
   

  
	
  September

  	
   

  	
  500

  	
   

  
	
  October

  	
   

  	
  500

  	
   

  
	
  November

  	
   

  	
  500

  	
   

  
	
  December

  	
   

  	
  500

  	
   

  
	
  2005 Total

  	
   

  	
  2500

  	
   

  



 


Where PSAPs have provided
a VoIP Shell Record, it should take 5 - 10 days to complete the deployment.
Where PSAPs are connected to Stand Alone ALI databases (SALI) that are not
currently connected to TCS, it should take 45 to 60 days to complete the deployment.


 


Vonage and TCS shall
mutually agree on the final Deployment Schedule similar to the Sample
Deployment Schedule shown above. The final Deployment Schedule shall be used in
section 7.4 as the basis for performance bonus and penalties.


 


4.9                               Deployment Acceleration


All pricing for this SOW
provides for deployment of PSAPs at a rate of not more than 500 per month.
Additional PSAPs can be deployed by increasing staff level of effort dedicated
to the task. TCS has experience working with several firms skilled in this type
of activity and believes the target PSAP deployments could be accelerated.
Requests for accelerated deployments are not included in this SOW and will be
subject to written agreement between Vonage and TCS.


 


4.10                        Deployment First Mover Advantage


TCS agrees that for each
PSAP where Vonage initiates and conducts PSAP Outreach services, TCS will
provide Vonage the opportunity to be the first VoIP Service Provider that TCS
will deploy to that PSAP. Should Vonage be unwilling or otherwise unable to
deploy to that PSAP within 15 days of the date that PSAP notifies TCS of its
availability to be deployed, TCS shall no longer be obligated to provide Vonage
the “first to deploy” advantage.


 


4.11                        Deployment Approach


TCS recommends an
approach to choosing which PSAPs to deploy which factors in subscriber density,
PSAPs’ previous experience with wireless deployments, PSAPs’ willingness to
accept VoIP calls and the availability of existing SR connections.


 


Upon receipt of Vonage
subscriber data, TCS will perform the necessary analysis to produce a report
identifying suggested target PSAPs for initial deployments. Upon approval by
Vonage, this report will be used to prioritize PSAP deployment and will also be
used to prioritize selective router / ESGW deployments.


 


5.                                       TCS VoIP
E9-1-1—Operational Services Overview


TCS will provide Vonage
with continuous availability of systems, seven days a week, 365 days a year.
Using highly available facilities to maintain the high standards necessary for
emergency services, TCS will follow detailed provisioning and operations
procedures to maintain network integrity. TCS designs, builds, and provisions
its systems to be reliable, highly available, auto aware, and fault resilient
and will maintain its systems at this level or 


 


18

















 


better throughout the
term of the Agreement. TCS Operations builds and monitors its systems in a
production environment and will continue to do so throughout the term of this
Agreement.


 


This section provides an
overview of TCS facilities, and describes the connectivity, monitoring,
incident management, change control, and reporting that will occur within
Operations.


 


5.1                               Facilities


TCS will operate data
centers and two network operations centers in accordance with the Service Level
Agreement (“SLA”) discussed in section 7.4.3 below.


 


5.1.1                     Data Centers


TCS has, and will
maintain throughout the term of this Agreement, two data centers, located in
Seattle, Washington, and Phoenix, Arizona, such that (i) each is and will be
equipped with the same software and hardware; (ii) each has and will have
secure, monitored access, an uninterruptible power supply, an on-site diesel
generator, redundant systems, and network management servers; and (iii) each
physically mirrors and will mirror the other, so staff can quickly locate and
access cabling and equipment in the event of an emergency.


 


All critical power
systems are, and will throughout the term of this Agreement be, backed up by an
uninterruptible power supply (UPS).


 


If the data center
electrical load is interrupted, the UPS will assume the load during the brief
time needed for the automatic transfer switch (ATS) to transfer the load to the
generator.


 


Both data centers are,
and will throughout the term of this Agreement be, protected by two fire
suppression systems, the Inergen inert gas system, and a water sprinkler
system.


 


5.1.2                     Network Operations Centers


TCS maintains, and will
maintain throughout the term of this Agreement, two Network Operations Centers
(NOCs), located in Seattle, Washington, and Annapolis, Maryland. The Seattle
facility monitors all system events 24 hours a day, 365 days a year. The
Annapolis facility serves as a backup.


 


The NOC will be
responsible for identification, troubleshooting, internal and external
notification of incidents, incident management, and problem resolution.


 


Every call event,
including call origination, call completion, call control messages, data
translations, and ALI database data delivery, will be tracked.


 


NOC tools are, and will
throughout the term of this Agreement be, designed and implemented in a
geo-redundant manner visible from Seattle and Annapolis. Staffs in both
locations are, and will throughout the term of this Agreement be, trained to
monitor and troubleshoot the E9-1-1 production systems and networks.


 


A comprehensive disaster
recovery plan is, and will throughout the term of this Agreement be, in place
that details procedures, processes, and training. In the event of a
catastrophic failure in the Seattle NOC, the Annapolis NOC will provide backup
and resume operation of the system as the primary NOC.


 


19

















 


5.1.3       Technical Support


 


A technical support Subject Matter Expert (“SME”) will
be assigned to the project. The parties’ respective responsibilities are set
forth below.


 


	
  Tier

  	
   

  	
  TCS

  	
   

  	
  Vonage

  
	
  1 (User
  interface)

  	
   

  	
  Will provide
  PSAP support.

  	
   

  	
  Will provide
  Tier 1 support to customer-providers and subscribers.

  
	
  2
  (Debugging)

  	
   

  	
  NOC will
  support Vonage and ALI database providers.

  	
   

  	
  Will support
  softswitch vendors.

  
	
  3
  (Professional Technical Analysis)

  	
   

  	
  May work
  directly with Vonage.

  	
   

  	
  May work
  directly with TCS.

  



 


5.1.4       Monitoring


 


The NOC is responsible for monitoring the network
connections, the ALI database connections, and the E9-1-1 production
operations.


 


TCS operates proprietary software to communicate to
landline ALI databases and is connected with approximately 30 customized
on-site or standalone ALI databases. TCS will maintain interfaces to Motorola,
TCI, HP3000, HBF, and other databases required to deliver the VoIP E9-1-1
services.


 


TCS will monitor all on-site ALI database connections,
analyzing and escalating incidents as necessary. TCS will coordinate and
schedule any service-related maintenance activities with wireless carriers and
PSAPs.


 


TCS will determine operational procedures with circuit
providers and ALI database providers, both regional and on-site. These
operational procedures will include:


 


•                  Gathering contact numbers for ALI
database providers that can be used 24 x 7


 


•                  Informing the ALI provider of any
maintenance windows that may affect service


 


•                  Requiring notice of any ALI
provider’s maintenance activities that may affect service


 


TCS will respond directly to PSAP or vendor requests
for changes in the data format, specifically where the on-site ALI database
interface may need to be changed or reengineered, and work with the appropriate
PSAP personnel to engineer changes to the interface.


 


System failures will be reported to Vonage per service
impact levels (SlLs) as described below:


 


	
  SIL

  Level

  	
   

  	
  TCS

  
	
  1

  	
   

  	
  •     A high-impact outage affecting the entire
  network.

  •     Target resolution time = 2 hours.

  •     Notify Vonage immediately and supply detailed
  RFO after resolution.

  
	
  2

  	
   

  	
  •     A medium impact outage that affects a portion of
  the network (example: outage of ALI database, but call routing remains
  functional).

  •     Target resolution time = 4 hours.

   

  



 


20

















 


	
   

  	
   

  	
  •     Notify Vonage immediately and supply detailed
  RFO after resolution.

  
	
  3

  	
   

  	
  •     A minimum impact outage affecting a small
  portion of the network (Example: provisioning error for one PSAP).

  •     Target resolution time = 7 days.

  •     Notifying Vonage not required.

  



 


5.1.5       Data Maintenance


 


Data and data relationships are a critical part of the
TCS E9-1-1 Service.


 


Four unique data sets are necessary for service
delivery—described below—each require specific data maintenance processes. TCS
ensures data integrity on all four data sets, as well as performs back-up
procedures on all databases.


 


	
  Data
  Set

  	
   

  	
  Description

  
	
  Vonage Data

  	
   

  	
  Vonage will
  provide subscriber information and phone numbers for use in the ALI database.
  TCS will provide a B2B interface to add, update, delete and validate all
  addresses.

  
	
  PSAP Data
  Maintenance

  	
   

  	
  TCS will
  maintain an extensive PSAP database for the purpose of deploying and
  operating VoIP E9-1-1 services. The database includes contact, technical
  infrastructure, and boundary information for each PSAP in the United States.
  This information can change after a PSAP is receiving VoIP E9-1-1 services
  and periodically changes due to political or restructuring events. TCS will
  maintain the PSAP database and will incorporate changes to the data in a
  timely manner. TCS will coordinate any changes that may impact an operational
  VoIP E9-1-1 system with Vonage and the affected PSAP(s).

  
	
  Mapping
  Services

  	
   

  	
  The TCS
  Geographical Information Systems (GIS) department will create maps that
  represent the data maintained by TCS. TCS will maintain all the data and
  systems required to ensure that the geographical information systems will be
  accurate. As with the underlying data source, all GIS data is kept strictly
  confidential, secure, and proprietary.

  
	
  Backups

  	
   

  	
  TCS will
  store all data in redundant production systems where it can be copied from
  one system to the other over a high-speed WAN connection. All production data
  will receive nightly backups. Tape backups will be stored off-site in case of
  a disaster and on-site in a fireproof safe.

  



 


6.                                       Milestones
for Service Launch


Below is a list of major
milestones for launching services.


 


1.             MSA Signing – COMPLETE


2.             Kickoff Meeting – COMPLETE


3.             Integrate real time provisioning elements – COMPLETE


4.             Convert Subscribers to TCS SLDB – 15 July 2005


5.             Supply and gather IP address information – COMPLETE


6.             Resolve general connectivity issues – COMPLETE


7.             Receive completed Soft Switch configuration form –
COMPLETE


8.             Integrate Soft Switch with TCS Network – COMPLETE


9.             Execute and sign-off on Lab-to-Lab Trial – 15 July 2005


10.           Vonage to provide Letter of
Authorization to TCS – 8 July 2005


11.           Acquire test numbers from Vonage – 28
July 2005


12.           Acquire test phones from Vonage – 28
July 2005


13.           Vonage to provide ESGW Availability
Schedule – 21 July 2005


14.           Parties to agree on Deployment Schedule
– 28 July 2005


 


21

















 


15.           TCS to perform end-to-end ESGW i2
test – 15 August 2005


 


7.                                       Service
Level Agreement


Service commitments and response times shall be
delivered as required by the Service Level Agreement between Vonage and TCS
appended hereto as Attachment 1.


 


8.                                       Pricing
and Billing


All pricing and billing arrangements are shown in
Attachment 2 appended hereto.


 


9.                                       AGREED:


 


	
  TeleCommunication Systems, Inc.

  	
   

  	
  Vonage Network Inc.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Richard A. Young

  	
   

  	
  By:

  	
  /s/ Louis Mamakos 

  	
   

  
	
  Signature

  	
   

  	
  Signature

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
    Richard A.
  Young

  	
   

  	
    Louis
  Mamakos 

  	
   

  
	
  Name

  	
   

  	
  Name

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
    Exec VP
  & COO 

  	
   

  	
    Chief
  Technology Officer 

  	
   

  
	
  Title

  	
   

  	
  Title

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
    1 July 2005 

  	
   

  	
    1 July 2005 

  	
   

  
	
  Date

  	
   

  	
  Date

  	
   

  
						



 


22

















 


TCS


VOIP E9-1-1 SERVICE


 


SERVICE LEVEL AGREEMENT


BETWEEN VONAGE


NETWORK INC. AND


TELECOMMUNICATION


SYSTEMS, INC.


 


 


ATTACHMENT
1 TO EXHIBIT A TO THE MASTER SERVICE AGREEMENT


 


DOCUMENT
VERSION:  1.0


 


DATE:  JULY 1, 2005


 


 


TELECOMMUNICATION
SYSTEMS, INC. 

275 WEST STREET 

ANNAPOLIS, MARYLAND 21401

www.telecomsys.com


 


 


	
   

  	
  PRIMARY POC:

  	
   

  	
  CORINNA CALHOUN

  
	
   

  	
  PHONE:

  	
   

  	
  206-792-2090

  
	
   

  	
  E-MAIL:

  	
   

  	
  CCALHOUN@TELECOMSYS.COM

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECONDARY POC:

  	
   

  	
  JAY SHELTON

  
	
   

  	
  PHONE:

  	
   

  	
  206-792-2270

  
	
   

  	
  E-MAIL:

  	
   

  	
  JSHELTON@TELECOMSYS.COM

  



 


 


TeleCommunication Systems, Inc.
and Vonage Network, Inc. Confidential


 

















 


SLA Between Vonage and TCS


Document Version 1.0 – July 1, 2005


 


General
Information


 


TABLE
OF CONTENTS


 


	
  1.0

  	
  Purpose of This Service Level Agreement (SLA)

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.1

  	
  DEFINED
  TERMS

  	
  1

  
	
   

  	
  1.2

  	
  PERIOD
  OF AVAILABILITY

  	
  2

  
	
  2.0

  	
  TCS Network Operations

  	
  2

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.1

  	
  ELEMENTS
  OF TCS VOIP E9-1-1 SERVICE

  	
  3

  
	
  3.0

  	
  TCS E9-1-1 Service Support

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.1

  	
  GENERAL
  SERVICE SUPPORT

  	
  4

  
	
   

  	
  3.2

  	
  SERVICE
  SEVERITY LEVEL

  	
  5

  
	
   

  	
  3.3

  	
  ADJUSTMENTS
  FOR SERVICE OUTAGES

  	
  7

  
	
   

  	
  3.4

  	
  ESCALATION
  AND NOTIFICATION PROCEDURES

  	
  7

  
	
   

  	
  3.5

  	
  REPORTS
  AND MEETINGS

  	
  8

  
	
   

  	
  3.6

  	
  PRODUCT
  UPDATES AND UPGRADES

  	
  8

  
	
   

  	
  3.7

  	
  PATCHES
  AND MINOR RELEASES

  	
  9

  
	
   

  	
  3.8

  	
  SCHEDULED
  UPGRADE RELEASES

  	
  9

  
	
   

  	
  3.9

  	
  VONAGE’S
  RESPONSIBILITIES

  	
  9

  



 

















 


1.                                       Purpose of This Service
Level Agreement (SLA)


This SLA describes
the Support Services and the respective responsibilities of TCS and Vonage.


 


This Service Level
Agreements (SLA) document is part of the Agreement for the TCS VoIP E9-1-1
Product between Vonage and TeleCommunication Systems, Inc. (TCS).


 


The purpose of
this SLA is to (1) identify the levels of service of a service delivered by TCS
to Vonage, (2) define information required to be provided by both TCS and
Vonage for the delivery of the desired levels of service and (3) ensure
delivery of certain information to operations personnel who need such
information in support of the TCS VoIP E9-1-1 service.


 


TCS is committed
to producing and supporting quality products. TCS builds our Maintenance Support
Offer on two primary components:  (1)
Assistance Request Management Service, and (2) Product Updates and Upgrades.
These components can be viewed as assisting the customer in gaining the most
benefit from a TCS provided service (including resolution of issues or
problems), and providing a growth path to future features of the TCS service.


 


1.1                               Defined Terms


Terms and
expressions defined in the TCS/Vonage Master Sales Agreement will, unless the
context requires otherwise or the term is expressly defined below, have the
same meaning when used herein. In the event of any inconsistency between any
definition in this Agreement and those in the Framework Agreement, the
definition in this Agreement will prevail.


 


	
  ATP

  	
   

  	
  Acceptance Test Plan consisting of test cases and
  detailed execution steps with a pass/fail indicator.

  
	
   

  	
   

  	
   

  
	
  Business Day/Hours

  	
   

  	
  Defined as 8am to 5pm Pacific Standard Time (PST).

  
	
   

  	
   

  	
   

  
	
  FOA

  	
   

  	
  Pre-production test phase exercising the
  complete solution within the production environment.

  
	
   

  	
   

  	
   

  
	
  Full Production

  	
   

  	
  Acceptance has been confirmed and TCS
  begins support services as governed by this document and the Standard
  Operating Procedure. This support involves 7x24x365 support.

  
	
   

  	
   

  	
   

  
	
  Incident

  	
   

  	
  A System Software Fault which the TCS is obliged to
  remedy in accordance with the terms of this Agreement.

  
	
   

  	
   

  	
   

  
	
  Initial Deployment

  	
   

  	
  The FOA period prior to full production.
  Support in this phase is based on local office hours with escalation to
  the POC for the deployment.

  
	
   

  	
   

  	
   

  
	
  Local Office Hours

  	
   

  	
  Defined as the business hours for the TCS
  office providing services.

  
	
   

  	
   

  	
   

  
	
  Remediation Plan

  	
   

  	
  A plan that defines the steps to plan to
  implement the solution to an issue. This plan will contain a
  description of a workaround, timeframe for release of 

  



 


1

















 


	
   

  	
   

  	
  a patch to correct, and timeline for inclusion in
  final product release.

  
	
   

  	
   

  	
   

  
	
  Response Time

  	
   

  	
  Response Time is defined as acknowledgement of the
  request. The time will be measured from the time of the customer’s initial
  call to TCS until the time the TCS engineer responds, by telephone or email,
  to the customer request.

  
	
   

  	
   

  	
   

  
	
  Support Services

  	
   

  	
  The services that are provided by TCS to provide
  alarming, ticketing, and tracking of issues as they relate to the TCS VoIP
  E9-1-1 service.

  
	
   

  	
   

  	
   

  
	
  TCS VoIP E9-1-1 Service

  	
   

  	
  See Section 2.1 for a detailed list of the elements
  in the service solution

  
	
   

  	
   

  	
   

  
	
  Technical Trial

  	
   

  	
  A lab-to-lab testing phase prior to running a FOA
  with a customer.

  
	
   

  	
   

  	
   

  
	
  Test System

  	
   

  	
  An instance of the TCS VoIP E9-1-1 Service that exists
  within the TCS lab and does not touch production data or network
  elements

  



 


1.2                               Period of Availability


The fully-deployed
TCS VoIP E9-1-1 Service is designed to deliver 99.999% availability (not
including scheduled repair/upgrade cycles). In order to maintain service at
99.999% availability, support will be available 24 hours per day, 7 days per
week, unless otherwise specified by TCS and Vonage.


 


For the period of
the Technical Trial, the Test System will operate during local office hours, if
required and requested by Vonage. This will be a service governed by a
Statement of Work (SOW) agreed upon by both parties.


 


For the period of
Initial Deployment testing in the production environment, TCS-supplied
support arrangements will be based on the local office hours until the
acceptance criteria is achieved. At the point of sign-off by Vonage of the
Acceptance Test Plan (ATP), handoff to the TCS support groups will be completed
and Full Production maintenance coverage begins.


 


Full Production
maintenance coverage including alarming and monitoring will start immediately
after the ATP is signed. If no sign-off has been agreed upon, maintenance
coverage will begin immediately when the solution carries commercial traffic.


 


2.                                       TCS
Network Operations


The TCS Network
Operations Center will perform procedures and actions, upon request, to
investigate and develop the resolution of a reported condition in a manner that
provides a single interface to the customer. This activity produces resolutions
to requests for assistance with the TCS VoIP E9-1-1 service. Depending on
analysis results, the response may be in the form of technical advice, a
procedure performed by technical support personnel, or a product update.


 


NOC services are
delivered through remote support via telephone consultation and email.


 


The TCS NOC
provides the following deliverables:


 


2

















 


•                  Detection
of service impairment


 


•                  Determination
of the severity of the issue as described in section 3.1.


 


•                  Proactive
notification on SIL 1 and SIL 2 incidents as described in section 3.2.


 


•                  An
analysis, diagnosis, or isolation of an issue raised by the assistance request.


 


•                  Temporary
resolutions to reduce or mitigate the impact of the issue raised by the
assistance request - in the form of a work-around or patch on the hosted TCS
VoIP E9-1-1 platform where reasonable, necessary, and possible.


 


•                  Permanent
resolutions, provided to the customer in the form of a
provisioning/configuration change, procedural change, or where necessary, a
software update on the TCS VoIP E9-1-1 Service platform.


 


•                  Corrections
to documentation - in the case of defective documentation, TCS will offer page
updates for serious defects, otherwise the corrected documentation will be
offered in the next release.


 


•                  Reports
on the progress of the analysis and solutions to issues raised by the
assistance requests.


 


2.1                               Elements of TCS VoIP E9-1-1
Service


The following
table lists the elements in the service solution and who has ownership of each
of those elements.


 


	
  Element

  	
   

  	
  Description

  	
   

  	
  Owner

  
	
  VPC

  	
   

  	
  VoIP Positioning Center – provides the location and
  user information based on the URI in the SIP message.

  	
   

  	
  TCS

  
	
  SLDB

  	
   

  	
  Subscriber Location Database – location for all
  subscriber records.

  	
   

  	
  TCS

  
	
  ERDB

  	
   

  	
  Emergency Routing Database – holds information
  related to PSAP boundaries for call routing

  	
   

  	
  TCS

  
	
  SER

  	
   

  	
  SIP Express Router – provides the SIP proxy function
  front-ending the TCS VPC

  	
   

  	
  TCS

  
	
  ALI-Link

  	
   

  	
  A separate TCS service that is utilized to provide
  ALI connectivity for PSAP queries

  	
   

  	
  TCS

  
	
  VoIP Call Server

  	
   

  	
  The VoIP Call Server contains the logic for routing
  customer calls

  	
   

  	
  Vonage

  
	
  UA

  	
   

  	
  User Agent – The user agent is the device (hardware
  or software) that the end user uses to place calls

  	
   

  	
  Vonage

  
	
  ESGW

  	
   

  	
  Emergency Services Gateway – provides the access to
  the TDM network for passing calls to the appropriate Selective Router based
  on ESQK delivered from TCS VPC.

  	
   

  	
  Vonage

  
	
  Selective Router

  	
   

  	
  The Selective Router is typically owned by a LEC,
  but may also be owned by a private organization and is used to route calls to
  the appropriate PSAP.

  	
   

  	
  LEC or Private Party

  
	
  B2B

  	
   

  	
  The B2B interface is a TCS standard interface used
  to provision VoIP subscribers in near real time.

  	
   

  	
  TCS

  



 


3

















 


	
  Connectivity to B2B

  	
   

  	
  XML based web service application. Connectivity is
  determined by customer requirements as long as interfaces for information
  exchange are built to the TCS ICD specifications

  	
   

  	
  Vonage (TCS will configure an endpoint and monitor)

  
	
  Connectivity for SIP Messaging

  	
   

  	
  SIP messaging for call signaling between the
  customer call server and the TCS VPC application. Connectivity is determined
  by customer requirements as long as interfaces for information exchange are
  built to the TCS ICD specifications

  	
   

  	
  Customer (TCS will configure an endpoint and
  monitor)

  
	
  Connectivity to Selective Router from ESGW

  	
   

  	
  This typically takes the form of an SS7 or MF type
  trunk

  	
   

  	
  Vonage

  
	
  Connectivity to PSAP from Selective Router

  	
   

  	
  A dedicated trunk to a PSAP

  	
   

  	
  LEC or Private Party

  
	
  ALI Database

  	
   

  	
  Database containing records that steer queries to
  TCS for VoIP calls

  	
   

  	
  LEC

  



 


3.                                       TCS
E9-1-1 Service Support


3.1                               General Service Support


The following
table lists the responsibilities between Vonage and TCS in support of the TCS
E9-1-1 VoIP Service.


 


	
  Description

  	
   

  	
  Vonage

  	
   

  	
  TCS

  
	
  Alarming/Monitoring

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1. Monitoring of
  the VoIP E9-1-1 Service platform including software and hardware components

  	
   

  	
   

  	
   

  	
  X

  
	
   

  	
  2. 24x7x365
  monitoring of the TCS VoIP E9-1-1 Service

  	
   

  	
   

  	
   

  	
  X

  
	
   

  	
  3. Major and
  minor alarm thresholds are monitored for the TCS VoIP E9-1-1 Service

  	
   

  	
   

  	
   

  	
  X

  
	
  Capacity/Redundancy

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1. Responsible for traffic management and capacity
  management of the TCS VoIP E9-1-1 Service components

  	
   

  	
   

  	
   

  	
  X

  
	
   

  	
  2. TCS VoIP E9-1-1 Service built on a geo-redundant
  platform, uninterrupted power supply, on-site diesel generator, and network
  management system

  	
   

  	
   

  	
   

  	
  X

  
	
   

  	
  3. Support for TBD Transactions per Second (TPS). A
  transaction usually refers to the location request by the PSAP on the VE2
  Interface. This number could potentially increase each year by approximately
  25%-50%.

  	
   

  	
   

  	
   

  	
  X

  
	
   

  	
  4. Log Archiving to absorb all messaging with an
  initial rate of TBD TPS

  	
   

  	
   

  	
   

  	
  X

  
	
   

  	
  5. Provisioning rate of 1 subscriber per second

  	
   

  	
   

  	
   

  	
  X

  
	
  Incident Management

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1. Assess anomaly and assign appropriate Service
  Incident Level

  	
   

  	
   

  	
   

  	
  X

  
	
   

  	
  2. TCS will provide a technical resource to the
  bridge call within 20 minutes of an unplanned (Severity 1/Critical) event and
  will participate on the bridge call until that unplanned event is resolved

  	
   

  	
   

  	
   

  	
  X

  
	
   

  	
  3. TCS must provide root cause analysis (RCA) on all
  unplanned (Severity 1/Critical) Events within ten (10) calendar days of any
  Event in a format that will be at TCS discretion

  	
   

  	
   

  	
   

  	
  X

  



 


4

















 


	
   

  	
  4. If two (2) or more SIL 1 Events occur in any
  twelve (12) month period, TCS will provide to Vonage, within fifteen (15)
  days of written request, a remediation plan to Vonage indicating, in detail,
  what steps will be taken to remedy the cause of the Events. TCS will use its
  best efforts to comply with any suggestions or revisions to the Remediation
  Plan that Vonage provides, and must complete the work described in the
  Remediation Plan within fifteen (15) days. Concurrently, Vonage will use its
  best efforts to comply with any suggestions to or revisions in the
  Remediation Plan, which includes tasks suggested by TCS that Vonage is
  obligated to complete as part of those steps to remedy the cause of the
  Events.

  	
   

  	
  X

  	
   

  	
  X

  
	
   

  	
  5. Maintain a current network diagram for TCS
  Support Services use for troubleshooting efforts

  	
   

  	
  X

  	
   

  	
   

  
	
   

  	
  6. Contact TCS to request Support Services in
  accordance with the contact information

  	
   

  	
  X

  	
   

  	
   

  
	
   

  	
  7. Remedy any Defects that can be reasonably
  resolved by Vonage personnel

  	
   

  	
  X

  	
   

  	
   

  
	
  Maintenance / Upgrades

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1. TCS will provide a document describing the impact
  and nature of system reconfigurations, “change-outs”, and major software
  upgrades as provided in this SLA. Exceptions to this item are proactive
  system checks and hardware maintenance or other non-environmental change
  maintenance activities.

  	
   

  	
   

  	
   

  	
  X

  
	
   

  	
  2. Provide timely notice to TCS of network
  environment changes that could affect TCS’s applications

  	
   

  	
  X

  	
   

  	
   

  
	
   

  	
  3. Carry out the recommended operation, maintenance
  and development of the Software according to operational instructions
  provided to Vonage by TCS

  	
   

  	
  X

  	
   

  	
   

  
	
   

  	
  4. Ensure that Vonage support personnel are
  sufficient in number and are of an adequate level of competence to support
  TCS VoIP E911

  	
   

  	
  X

  	
   

  	
   

  
	
   

  	
  5. Ensure that Vonage’s employees, sub-contractors
  and suppliers do not use the Supported Services in breach of the terms of the
  License Agreement, to the extent that any such breach results in the
  provision of Support Services by TCS that would not otherwise have been
  required

  	
   

  	
  X

  	
   

  	
   

  
	
   

  	
  6. A historical record of all subscriber information
  changes will be stored in an archive database. The operational system will
  contain the most recently provisioned address in the runtime database.

  	
   

  	
   

  	
   

  	
  X

  
	
  Meetings / Incident Tracking

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1. Host monthly meetings to discuss incident
  resolution

  	
   

  	
   

  	
   

  	
  X

  
	
   

  	
  2. Participate in monthly meetings as described in
  section 3.3 above, with appropriate levels of authority and knowledge;

  	
   

  	
  X

  	
   

  	
   

  
	
   

  	
  3. Keep a record of all incidents reported by
  customer

  	
   

  	
   

  	
   

  	
  X

  
	
   

  	
  4. Keep an operational logbook and record of Defects
  as part of Vonage’s NOC activities

  	
   

  	
  X

  	
   

  	
   

  



 


3.2                               Service Severity Level


TCS defines three service impairment levels (SILs), as
shown in Table 3.1. The SIL determines the responsibilities of the TCS NOC when
responding to an impairment which is within the systems or the service
parameters that are the obligation of TCS to provide under this Agreement.


 


For each SIL, TCS has a target resolution time, as
shown in Table 3.2. Typically, incidents are resolved within the target time.


 


5

















 


Table
3.1:  SIL Definitions


 


	
  SIL 1

  	
   

  	
  SIL 2

  	
   

  	
  SIL 3

  
	
  High level
  of impact on service delivery. 

  Service degradation typically affecting 20% or more of Vonage’s subscribers,
  may be apparent to all or most external stakeholders, or may be chronic in
  nature.

  Also includes circumstances under which four (4) or more SIL 2 faults result
  from the same impairment within a consecutive thirty (30) day period.

  	
   

  	
  Service is
  suffering an unacceptable level of degradation but is not completely
  unavailable. Service degradation is apparent to external stakeholders.
  Typically, degradation is of a short duration, but demonstrates a trend
  toward failure to meet 99.999% availability standard.

  May involve a trend of SIL 3 events for a given system or process.

  	
   

  	
  Low level of
  impact on service delivery. Service degradation typically affects less than
  20% of Vonage’s subscribers and may or may not be apparent to some external
  stakeholders.

  



 


Table
3.2:  Target Incident Resolution Times


 


	
  SIL 1

  	
   

  	
  SIL 2

  	
   

  	
  SIL 3

  
	
  Two hours

  	
   

  	
  Four hours

  	
   

  	
  No more than
  seven business days

  



 


•             During any
Severity 1 incident, the TCS NOC will keep Vonage regularly informed about the
status of the activities and will provide assistance until the problem is
resolved or until the situation has been downgraded from a critical situation.
Vonage, assisted by TCS, will determine when the situation is no longer an
emergency.


 


•             The categorization of an event as SIL-1,
SIL-2 or SIL-3 shall be made by TCS based upon the definitions in Table 3.1,
and shall be communicated to Vonage as early as possible, based on the best
information available at the time. If Vonage disagrees with the categorization,
TCS will in good faith consider requests by Vonage to upgrade the service
impairment level where appropriate, and revise its target resolution times,
reports, notifications and escalation procedures accordingly if an upgrade is
mutually agreeable. For purposes of monthly fee adjustments for service
outages, if TCS and Vonage do not agree on the service impairment level of any
incident, the disagreement shall be resolved in the same manner as any other
dispute under the Agreement.


 


•             TCS will ensure that the response is by an
appropriately qualified technician.


 


6

















 


3.3                               Adjustments for Service
Outages


TCS VoIP E9-1-1
service monthly recurring fee for the month in which an SIL 1 outage occurs and
continues for the total of all deployed PSAPs shall be adjusted by the
percentages on the chart below, depending on the duration of the SIL 1 outage:


 


	
  Duration of the SIL 1 Outage

  	
   

  	
  Adjustment
  of Monthly Fee

  
	
  More than two (2) hours but less than ten (10) hours

  	
   

  	
  * reduction

  
	
  More than ten (10) hours but less than sixteen (16)
  hours

  	
   

  	
  * reduction

  
	
  More than sixteen (16) but less than twenty- one
  (21) hours

  	
   

  	
  * reduction

  
	
  More than twenty-one (21) hours

  	
   

  	
  * reduction

  



 


Under no
circumstances shall the TCS monthly recurring fees be reduced for any service
outage by more than fifteen percent (15%).


 


Should TCS
adjustments for service outages be greater than 6% for more than four months in
any twelve month period, Vonage may elect to terminate Exhibit A to the MSA.


 


3.4                               Escalation and Notification
Procedures


At all times
during a service impairment, the TCS NOC follows established procedures to
resolve the impairment. The NOC’s responsibilities include creating and
updating the trouble ticket, managing escalation, and keeping all stakeholders
informed of progress.


 


TCS always
notifies the Vonage point of contact (based on the contact information provided
by Vonage) of a SIL 1 or 2 service impairment; the requirements for how and
when notification must occur depend on the SIL. Table 3.3 shows the
notification requirements.


 


Table
3.3:  Incident Notification Timeframes


 


	
  SIL 1

  	
   

  	
  SIL 2

  	
   

  	
  SIL-3

  
	
  Notification occurs as soon as possible but no
  longer than 30 minutes after incident identification. Subsequent updates
  occur hourly.

  	
   

  	
  Initial notification occurs as soon as possible but
  no longer than 1 hour after incident identification. Subsequent updates occur
  hourly.

  	
   

  	
  No routine notification. Weekly reports available
  upon request. Within forty-five (45) days of the Effective Date of this
  Exhibit A, all SIL-3 incident reports will be posted to the Axis reporting
  server.

  



 


TCS notifies
Vonage by email, using the most current contact information on file for Vonage.
All communications sent to Vonage by TCS include the TCS trouble ticket number.


 






* Confidential treatment has been requested. The redacted material has
been separately filed with the Commission.


 


 


7

















 


The following
table lists contact information for the TCS Operations team. Typically, your
personnel will be communicating with TCS Tier I support personnel. In some
circumstances, other members of the TCS escalation team may contact your personnel.


 


Table
3.4:  Escalation Contact Information


 


	
  Support Tier

  	
   

  	
  Contact
  Name

  	
   

  	
  Phone
  and Email Information

  
	
  Network 

  Operations Center

  	
   

  	
  Network Operations Center (NOC)

  Systems and network monitoring

  24x7x365

  	
   

  	
  800-959-3749 toll-free

  NOC@telecomsys.com

  
	
  Network 

  Operations Center

  	
   

  	
  Cynthia Redding

  Supervisor

  Network Operations Center

  	
   

  	
  206-792-2336 office

  206-234-6664 mobile

  credding@telecomsys.com

  
	
  Network 

  Operations Center

  	
   

  	
  Marty Thawsh

  Supervisor

  Network Operations Center

  	
   

  	
  206-792-2240 office

  206-491-0577 mobile

  mthawsh@telecomsys.com

  
	
  Network 

  Operations Center

  	
   

  	
  Jeri Ginnaty

  Manager

  Network Operations Center

  	
   

  	
  206-792-2016 office

  206-940-0103 mobile

  jginnaty@telecomsys.com

  
	
  Operations

  	
   

  	
  Corinna Calhoun

  Director

  Technical Operations and Support

  	
   

  	
  206-792-2090 office

  206-276-1557 mobile

  ccalhoun@telecomsys.com

  
	
  Final Escalation Point

  	
   

  	
  Dan Allen

  Senior Vice President

  Operations

  	
   

  	
  206-792-2392 office

  206-669-1647 mobile

  dallen@telecomsys.com

  



 


3.5                               Reports and Meetings


Both parties will
hold operational review meetings on a monthly basis or as otherwise agreed
upon. The objective of operational review meetings is to inform Vonage
concerning TCS’s customer services organization, Vonage support organization as
to the progress of open Incidents and/or to discuss all items in order to
increase service quality. The TCS Project Manager will arrange these meetings
on a regular basis. Both parties have influence on the agenda items, but in
general, the following topics will be discussed:


 


•                  Organization
processes and organization changes (both parties);


 


•                  Progress
of Vonage’s open Incidents;


 


•                  Vonage’s
prioritization as to Top Five open incidents; and


 


•                  Vonage’s
planned (evening) maintenance/configuration activities which could possibly
affect TCS product performance.


 


TCS will provide
Vonage with a detailed preliminary Root Cause Analysis report about a Severity
One outage incident within ten (10) calendar days. The report will include, to
general information, the Response Time, the resolution time, a description of the
problem, and the detailed solution to the problem.


 


3.6                               Product Updates and Upgrades


Product Updates
and Upgrades include both unscheduled releases issued to resolve various
assistance requests, and scheduled releases as part of TCS’s product
development roadmap. TCS will provide continuing updates and 


 


8

















 


 


upgrades – to
offer new features, incorporate new standards, and improve efficiency, as well
as fix the occasional bug on the TCS VoIP E9-1-1 platform to ensure the TCS
provided Services meet and exceed customer expectations and requirements. The
product updates and upgrades will be transparent to Vonage with no Service
impact.


 


TCS will provide
Vonage with details of the software corrections and functionality changes
contained in each major software release before installation of such Software
in the TCS network. Vonage’s application provider(s) will be provided
applicable updated [CDs/SDKs prior to scheduling any FOA activities. It is
Vonage’s responsibility to distribute the updated TCS’ ICDs/SDKs to Vonage’s
application provider(s). Minor upgrades and patches may be implemented by TCS
at any time, with 24 hour advance notification that the activity will be
occurring in TCS’s network. Emergency patches related to a necessary
restoration of service can be applied by TCS without advance notification to
our customers.


 


TCS will perform
end to end testing of all major Software releases related to the HXLP Hosted
Services prior to delivery to Vonage, to establish that such Software will have
no adverse effect upon the customer’s applications.


 


TCS will handle
all defects and problems relating to the implementation of New Software in
accordance with TCS obligations set out in this SLA.


 


3.7                               Patches and Minor Releases


Unscheduled
software releases can be issued as either a patch or a minor release. In
general, patches are issued as very limited code changes. If a service incident
is resolved through a patch, the patch will be incorporated in the next
scheduled release. Minor releases may be issued as unscheduled releases when a
service incident cannot be resolved through the patch process and the impact is
of sufficient severity to warrant an out-of-cycle code release. In general,
minor releases incorporate small changes in functionality and may add new
features, but do not fundamentally change the operation of the service.


 


3.8                               Scheduled Upgrade Releases


Software releases
are generally produced as scheduled roadmap releases. Major release upgrades
may result in a temporary loss of system and network redundancy within the HXLP
platform. Redundancy of systems and network will be restored immediately after
upgrades are proven complete and successful. Minimal service impacts could
occur at any time during the upgrade process, however, TCS will maintain the
99.999% annual uptime commitment consistent with TCS’s SLA. If service impacts
do occur, then outage will be in accordance with remedies outlined in 2.0.


 


3.9                               Vonage’s Responsibilities


In the course of
receiving Support Services, Vonage will:


 


•                  Provide
timely notice to TCS of Vonage network environment changes that could affect
TCS’s service


 


•                  Contact
TCS NOC to report service impairments in accordance with notification
requirements contained in Section 3.3.


 


•                  Be
responsible for 3rd party application provider’s certification for
new software releases


 


•                  Be
responsible for calibration and integrity of the BSA


 


9

















 


Exhibit A to Master Services Agreement


 


Attachment 2 - Billing


 


1.1.         VoIP i2 E9-1-1 Service


 


Initial billing for 50% of the Trial Fee set forth
below has already occurred under the Letter Agreement. Upon completion of
Milestone #9, the remaining balance of the Trial Fee will be due and payable.


 


In 2005, billing will be at a flat rate. Invoices
against the flat rate will be prorated across the number of months
remaining in the year at the time of contract signing such that the total
amount of the flat rate will be fully invoiced by December 2005.


 


In 2006, billing will be based upon the total number
of unique telephone numbers provisioned in TCS’ database within a given billing
period, regardless of how long the record is active or the number of changes
made. A unique telephone number is one that was active for any period of time
during a month.


 


Billing for the 2005 flat rate will commence
immediately upon contract signing. Invoices will be provided which will include
the number of subscribers being billed each calendar month. Vonage may, at
their discretion, request a periodic review of the actual subscribers included.


 


Telephone numbers used for testing purposes will be
excluded.


 


1.1.1.      VoIP i2 E9-1-1 Pricing


 


	
  Item

  	
   

  	
  Price

  	
   

  
	
  Trial Fee

  	
   

  	
  $*.

  	
   

  
	
  2005 Flat Rate Includes VPC call processing and TCS
  deployment services through 12/31/2005

  	
   

  	
  $*.

  	
   

  
	
  2006 - 2008 Monthly Recurring Fee

  	
   

  	
  Subscriber
  based:

  Up to 1,000,000 subs. = $*/month

  Up to 1,500,000 subs. = $*/month

  Up to 2,000,000 subs. = $*/month

  Up to 2,500,000 subs. = $*/month

  Up to 3,000,000 subs. = $*/month

  Up to 4,000,000 subs. = $*/month

  Over 4,000,000 subs. = $*/month

  	
   

  



 






Notes:


 


1.
Minimum monthly fee in 2006 for the Monthly Recurring Fee set forth above is $*.


 


2.
Minimum monthly fee in 2007 for the Monthly Recurring Fee set forth above is $*.


 


3.
Minimum monthly fee in 2008 for the Monthly Recurring Fee set forth above is $*.


 


4. Trial
Fee is billable in accordance with the letter agreement between Vonage and TCS
with an Effective Date of May 31, 2005.


 


5. Unless
otherwise expressly agreed in writing, no rights with respect to intellectual
property are granted by either party to the other party.


 






* Confidential treatment has been requested. The redacted material has
been separately filed with the Commission.


 


1

















 


 


 


1.2.         Operator Routing Support Service


 


See Exhibit B to the MSA
for pricing and billing.


 


1.3.         On Site Project Manager


 


See Exhibit C to the MSA
for pricing and billing


 


1.4.         Deployment Schedule


 


All pricing for this Exhibit A assume PSAP deployments
at a rate not to exceed 500 per month. With regard to the references in
paragraph 4.9 of Exhibit A, TCS estimates that the price for accelerating
deployments in quantities greater than 500 per month can be accomplished at a
rate of approximately $1,000 - $1,500 per PSAP.


 


1.5.         Performance Bonus for Deployment Activities


 


The schedule to be used for this section will be
created upon completion/finalization of the deployment schedule (see section
4.8 of Exhibit A)


 


Based on the availability of PSAPs to deploy at the
beginning of a month, TCS will guarantee the deployment (a deployment is
defined when the PSAP is live with the TCS i2 E9-1-1 solution) of the target
numbers of PSAPs according to the mutually agreed timetable to be developed in
accordance with Section 4.8. PSAPs that refuse VoIP
service or otherwise inhibit deployment will be excluded from the counts.


 


SAMPLE
DEPLOYMENT SCHEDULE


 


	
  Month

  	
   

  	
  Target PSAP

  Deployments

  	
   

  
	
  August

  	
   

  	
  500

  	
   

  
	
  September

  	
   

  	
  500

  	
   

  
	
  October

  	
   

  	
  500

  	
   

  
	
  November

  	
   

  	
  500

  	
   

  
	
  December

  	
   

  	
  500

  	
   

  
	
  2005 Total

  	
   

  	
  2500

  	
   

  



 


1.5.1.      Performance Bonus


 


The schedule to be used for this section will be
created upon completion/finalization of the deployment schedule (see section
4.8 of Exhibit A)


 


Meeting the deployment numbers outlined in the final
agreed upon Deployment Schedule will be the baseline achievement commitment for
TCS. 2005 pricing is based on staffing required to deploy not more than 500
PSAPs per month. Should the number of PSAPs notifying TCS of their availability
to be deployed for VoIP E9-1-1 service exceed 500 per month, TCS will be
prepared to meet the increase in demand to enable additional deployments upon
mutual agreement with Vonage.


 


 


 


2

















 


 


	
  Month

  	
   

  	
  Target PSAP Deployments

  	
   

  	
  Actual

  	
   

  	
  Bonus

  	
   

  	
  Actual

  	
   

  	
  Additional Bonus

  	
   

  
	
  August

  	
   

  	
  500

  	
   

  	
  600

  	
   

  	
  $

  	
  *

  	
   

  	
  750

  	
   

  	
  $

  	
  *

  	
   

  
	
  September

  	
   

  	
  500

  	
   

  	
  600

  	
   

  	
  $

  	
  *

  	
   

  	
  750

  	
   

  	
  $

  	
  *

  	
   

  
	
  October

  	
   

  	
  500

  	
   

  	
  600

  	
   

  	
  $

  	
  *

  	
   

  	
  750

  	
   

  	
  $

  	
  *

  	
   

  
	
  November

  	
   

  	
  500

  	
   

  	
  600

  	
   

  	
  $

  	
  *

  	
   

  	
  750

  	
   

  	
  $

  	
  *

  	
   

  
	
  December

  	
   

  	
  500

  	
   

  	
  600

  	
   

  	
  $

  	
  *

  	
   

  	
  750

  	
   

  	
  $

  	
  *

  	
   

  
	
  2005 Total

  	
   

  	
  2500

  	
   

  	
  3,000

  	
   

  	
  $

  	
  *

  	
   

  	
  3750

  	
   

  	
  $

  	
  *

  	
   

  



 


For each month the bonus
is cumulative. For example, if TCS delivers 630 PSAPs in August, a $* bonus is
awarded. If TCS delivers 750 PSAPs in August a $* is awarded. The maximum
performance bonus potential under this example schedule is $*.


 


1.5.2.      Failure to Perform Penalty


 


The schedule to be used
for this section will be created upon completion/finalization of the Deployment
Schedule (see section 4.8 of Exhibit A)


 


For a given month, if the
average daily number of PSAPs that are available to be deployed is greater than
or equal to the target PSAP deployments mutually agreed to in the final
Deployment Schedule, then TCS shall be penalized according a schedule to be
mutually agreed to which is similar to the following schedule. For example, if
TCS only deploys 50% of the target PSAP deployments where there were there were
sufficient quantities of PSAPs available to be deployed, TCS would forfeit $*
in fees (based on $* flat service fee for 6 months (July through December) in
2005.


 


	
  Month

  	
   

  	
  Target

  Deployments

  	
   

  	
  Actual

  Deployments

  	
   

  	
  Penalty

  	
   

  	
  Actual

  Deployments

  	
   

  	
  Penalty

  	
   

  	
  Actual

  Deployments

  	
   

  	
  Penalty

  	
   

  
	
  August

  	
   

  	
  500

  	
   

  	
  <400

  	
   

  	
  $

  	
  *

  	
   

  	
  <250

  	
   

  	
  $

  	
  *

  	
   

  	
  <125

  	
   

  	
  $

  	
  *

  	
   

  
	
  September

  	
   

  	
  500

  	
   

  	
  <400

  	
   

  	
  $

  	
  *

  	
   

  	
  <250

  	
   

  	
  $

  	
  *

  	
   

  	
  <125

  	
   

  	
  $

  	
  *

  	
   

  
	
  October

  	
   

  	
  500

  	
   

  	
  <400

  	
   

  	
  $

  	
  *

  	
   

  	
  <250

  	
   

  	
  $

  	
  *

  	
   

  	
  <125

  	
   

  	
  $

  	
  *

  	
   

  
	
  November

  	
   

  	
  500

  	
   

  	
  <400

  	
   

  	
  $

  	
  *

  	
   

  	
  <250

  	
   

  	
  $

  	
  *

  	
   

  	
  <125

  	
   

  	
  $

  	
  *

  	
   

  
	
  December

  	
   

  	
  500

  	
   

  	
  <400

  	
   

  	
  $

  	
  *

  	
   

  	
  <250

  	
   

  	
  $

  	
  *

  	
   

  	
  <125

  	
   

  	
  $

  	
  *

  	
   

  



 


The maximum penalty
potential under this schedule is $*. If 80% of the maximum penalty is achieved
($*), Vonage reserves the right to terminate the remainder of this Statement of
Work without penalty.


 


Since TCS will be staffed
to achieve targets, no penalties shall be assessed if the number of PSAPs that
are available to be deployed is less than the target PSAP deployments for reasons
outside TCS’ control. For example if only 200 PSAPs are available to deploy in
August, TCS shall adjust the Target to 200.


 






* Confidential treatment has been requested. The redacted material has
been separately filed with the Commission.


 


3

















 


 


TeleCommunication Systems, Inc.

Western Office

2401 Elliott Avenue, Second Floor

Seattle, WA 98121

Phone 206-792-2000

Fax 206-792-2051

www.telecomsys.com


 


 


[LOGO]


 


TCS VoIP i1 9-1-1 Statement of Work
     Set up Operator Routing
Support Service

For Vonage Network Inc.


 


EXHIBIT B TO MASTER SALES AGREEMENT


 


6/8/05


 


 


CONFIDENTIAL &
PROPRIETARY

Limited Distribution to Authorized Persons Only

Created 2005 and Protected as an Unpublished Work

Under the US Copyright Act of 1976.

Certain Portions Copyright © 2005 Telecommunication Systems Inc 

All Rights Reserved.


 


 


	
  VoIP
  Exhibit A SOW TEMPLATE

  	
   

  	
  Copyright © 2005 TeleCommunication
  Systems, Inc. All rights reserved.

  
	
   

  	
   

  	
  Confidential and Proprietary

  



 


1

















 


Table of Contents


 


	
   

  	
  Page

  
	
  Introduction

  	
   

  	
  3

  
	
  VoIP E9-1-1
  Technical Service Overview

  	
  3

  
	
   

  	
  1.1

  	
  Technical
  Service Overview

  	
  3

  
	
   

  	
  1.2

  	
  TCS’ VoIP E9-1-1
  Service Components

  	
  3

  
	
   

  	
  1.3

  	
  Vonage VoIP
  E9-1-1 System Components

  	
  3

  
	
   

  	
  1.4

  	
  General Service
  Specification

  	
  3

  
	
   

  	
   

  	
  1.4.1

  	
  Connectivity

  	
  3

  
	
   

  	
   

  	
  1.4.2

  	
  Subscriber
  Provisioning

  	
  4

  
	
   

  	
   

  	
  1.4.3

  	
  Subscriber
  Location Information Validation

  	
  4

  
	
   

  	
   

  	
  1.4.4

  	
  Subscriber
  Location Database

  	
  4

  
	
   

  	
   

  	
  1.4.5

  	
  Call Signaling

  	
  4

  
	
   

  	
   

  	
  1.4.6

  	
  Operator Routing
  Support Service

  	
  4

  
	
   

  	
   

  	
  1.4.7

  	
  Service
  Confirmation

  	
  4

  
	
   

  	
   

  	
  1.4.8

  	
  Reporting

  	
  5

  
	
   

  	
  1.5

  	
  i1 Service
  Specification

  	
  5

  
	
   

  	
   

  	
  1.5.1

  	
  Interim Call
  Routing

  	
  5

  
	
   

  	
   

  	
  1.5.2

  	
  Call Routing

  	
  5

  
	
   

  	
   

  	
  1.5.3

  	
  Call Delivery

  	
  5

  
	
   

  	
   

  	
  1.5.4

  	
  Data Delivery

  	
  5

  
	
   

  	
   

  	
  1.5.5

  	
  Default Routing

  	
  6

  
	
   

  	
  1.6

  	
   

  	
  i2 Service
  Specification

  	
  6

  
	
  VoIP E9-1-1
  Program Management Overview

  	
  6

  
	
  TCS VoIP
  E9-1-1—Operational Services Overview

  	
  7

  
	
   

  	
  1.7

  	
  Facilities

  	
  7

  
	
   

  	
   

  	
  1.7.1

  	
  Data Centers

  	
  7

  
	
   

  	
   

  	
  1.7.2

  	
  Network
  Operations Centers

  	
  7

  
	
   

  	
   

  	
  1.7.3

  	
  Technical
  Support

  	
  8

  
	
   

  	
   

  	
  1.7.4

  	
  Monitoring

  	
  8

  
	
   

  	
   

  	
  1.7.5

  	
  Data Maintenance

  	
  8

  
	
  Billing

  	
   

  	
   

  	
  9

  
	
  AGREED:

  	
   

  	
   

  	
  11

  



 


2

















 


Introduction


 


This
document explains how the TCS VoIP i1 9-1-1 Service to be provided by
TeleCommunication Systems, Inc. (“TCS”) to Vonage Network Inc. (“Vonage”
or “Customer”) works from a technical, deployment, and operational perspective.
This document is Exhibit B to the Master Sales Agreement between TCS and
Vonage dated June 8, 2005.


 


This
Statement of Work is limited to those activities to set up and test the ORSS
service to support i1 9-1-1 calls.


 


VoIP
E9-1-1 Technical Service Overview


 


This section outlines
the technical scope of the TCS VoIP E9-1-1 service. It defines the scope of
responsibility for TCS and Vonage.


 


1.1                                 Technical
Service Overview


 


TCS
will provide i1 call routing to Vonage. This SOW is limited to the set up and
testing of that service with the ORSS.


 


1.2                                 TCS’
VoIP E9-1-1 Service Components


 


TCS provides the
following components as part of its solution:


 


	
  Component

  	
   

  	
  Description

  
	
  Bulk
  Provisioning Interface

  	
   

  	
  The
  TCS Bulk interface currently supports address validation and provisioning.

  
	
  Validation
  Database (VDB)

  	
   

  	
  Provides
  a validation interface to the SLDB using GIS layer data. The VDB provides
  both civic data validation.

  
	
  Emergency
  Routing Database (ERDB)

  	
   

  	
  Identifies
  the Emergency Services Number (ESN), ESQK Pool, Selective Router, and
  Contingency Routing Number (The 10-digit, PSAP 7x24 emergency number; used if
  call cannot be routed through the selective router).

  
	
  Operator
  Routing Support Service (ORSS)

  	
   

  	
  If
  a VoIP provider chooses TCS ORSS service, calls that the VPC cannot
  automatically route to a PSAP will be answered by a call taker and
  transferred to the appropriate PSAP or first responder.
                                         
  ORSS available June 30,
  2005

  
	
  Reporting
  Web

  	
   

  	
  A
  secure, customer-facing web-based reporting interface.

  



 


1.3                                 Vonage
VoIP E9-1-1 System Components


 


To complete the solution,
Vonage must provide the following components:


 


	
  Component

  	
   

  	
  Description

  
	
  9-1-1
  Call/Proxy Server (Soft Switch):

  	
   

  	
  Interacts
  with VPC to obtain and interpret location-based call routing instructions.

  
	
  Emergency
  Services Gateway (ESGW):

  	
   

  	
  Routes
  9-1-1 calls to the Selective Router via trunks between ESGW and Selective
  Routers

  



 


1.4                                 General
Service Specification


 


1.4.1                        Connectivity


 


A VPN
solution will be used for the ORSS IOT.


 


3

















 


1.4.2                        Subscriber
Provisioning


 


Subscriber
provisioning will be done via a batch import, whereby Vonage supplies TCS with
a csv or MS excel formatted file containing subscriber records to be used for
testing.


 


1.4.3                        Subscriber
Location Information Validation


 


Subscriber
address information will be validated in real-time prior to entry into the TCS
SLDB.


 


1.4.4                        Subscriber
Location Database


 


TCS
will support subscriber provisioning through a Bulk Provisioning Interface. Vonage
shall provide subscriber data in the format defined in the TCS Service Bureau
Bulk Subscriber Provisioning Interface Control Document.


 


1.4.5                        Call
Signaling


 


OUT OF
SCOPE


 


1.4.6                        Operator
Routing Support Service


 


As part of
the Service to be provided under this SOW, TCS strives to eliminate the
circumstances in which a Vonage VoIP 9-1-1 caller is directed to a recording. Pursuant
to this SOW, calls that the VPC cannot automatically route to a PSAP will be
answered by a TCS call taker and transferred to the appropriate PSAP or first
responder.


 


If the subscriber is unprovisioned (i.e., has not
registered its location information and subscribed to Vonage’s 911 service),
the call taker will determine the caller’s location and direct the call to the
correct PSAP. If the PSAP refuses calls, the call taker brokers the call either
to the PSAP or directly to the appropriate responder.


 





 


4

















 


1.4.7                        Service Confirmation


 


OUT OF
SCOPE


 


1.4.8                        Reporting


 


OUT OF
SCOPE


 


1.5                                 i1
Service Specification


 


TCS
will provide Vonage a custom i1 solution whereby all i1 calls route to the ORSS.
The ORSS will confirm the caller’s location and route the call to the
appropriate PSAP.


 


1.5.1                        Interim
Call Routing


 


	
  TCS

  	
   

  	
  Vonage

  
	
  •                  Provides ORSS
  for VoIP 9-1-1 service for calls within the United States and Canada.



  •                  Provides
  multiple 10-digit 24x7 PSAP emergency numbers for routing the call.

  	
   

  	
  •                  Directly
  routes 9-1-1 calls from Soft-switch to ORSS

  



 


1.5.2                        Call
Routing


 


	
  TCS

  	
   

  	
  Vonage

  
	
  •                  Provides VoIP
  E9-1-1 service for calls within the United States and Canada.



  •                  Provides a
  10-digit 24x7 PSAP emergency number for routing the call.

  	
   

  	
  •                  Provides the
  call connectivity access to the PSTN.



  •                  a
  Provides softswitch with PSTN access.

  



 


1.5.3                        Call
Delivery


 


	
  TCS/ ORSS

  	
   

  	
  Vonage

  
	
  •                  Confirms
  caller address



  •                  Identifies the
  type of emergency



  •                  Identifies the
  appropriate PSAP/ 1st Responder to handle the call



  •                  Contacts the
  PSAP/ 1st responder



  •                  Confirms call
  acceptance and drops from the call



  •                  Documents call
  status

  	
   

  	
  •                  Routes call
  via PSTN to the 10-digit number for the ORSS

   

  •                  Establishes
  and maintains dedicated trunking between softswitch and PSTN.

  



 


5

















 


1.5.4                        Data Delivery


 


	
  TCS

  	
   

  	
  Vonage

  
	
  •                  Stages records
  in TCS database for reporting and billing purposes.

  	
   

  	
   

  



 


1.5.5                        Default
Routing


 


As
with all i1 calls, in the event that TCS receives a subscriber telephone number
that is not in the SLDB, TCS will provides a 10-digit 24x7 ORSS number for
routing the call. The ORSS will have the ability to validate the caller’s
address and correlate that location to the most appropriate PSAP for handling
the call.


 


1.6                                 i2
Service Specification


 


OUT OF
SCOPE


 


VoIP
E9-1-1 Program Management Overview


 


When deploying TCS’ VoIP
E9-1-1 solution, TCS provides project management, technical integration
services, and data provisioning services. Throughout this process, TCS works
closely with the VoIP provider’s team, PSAPs, and LECs.


 


Project management
continues throughout the initial deployment process and is handled by a
deployment manager. The project manager guides the VoIP provider through the
VoIP E9-1-1 deployment and coordinates activities with all parties, including
the LEC, PSAP, and the ALI database provider, from pre-kickoff to testing, to
go live.


 


Data provisioning
services begin as soon as the VoIP provider signs up. Data from the VoIP
provider, the LEC’s selective router, the wireline ALI database, and the VPC
must be provisioned to allow the PSAP to receive the proper data in the
expected fields when an E9-1-1 call is delivered.


 


	
  Event

  	
   

  	
  TCS

  	
   

  	
  Vonage

  
	
  Kickoff meeting

  	
   

  	
  •                  Scope



  •                  Resources



  •                  POC



  •                  Coordinate
  meeting with all required parties



  •                  Establish
  integration schedule

  	
   

  	
  •                  Attend meeting

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Test Connectivity between Vonage and TCS

  	
   

  	
  •                  Test IP
  connectivity with Vonage

  	
   

  	
  •                  Provide data
  necessary for IP connectivity over the internet



  •                  Provide test
  personnel as required

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ORSS Deployment

  	
   

  	
  •                  Test
  connectivity



  •                  Deploy
  solution to support call service



  •                  Schedule test
  calls and provide 

  	
   

  	
   

  



 


6

















 


 


	
   

  	
   

  	
  conference bridge



  •                  Conduct Test
  Calls

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Testing

  	
   

  	
  •                  Schedule testing
  with all parties



  •                  Oversee
  testing and troubleshooting

  	
   

  	
  •                  Provide test
  personnel



  •                  Provide
  subscriber data



  •                  Assist in
  troubleshooting



  •                  Provide
  resources for acceptance testing

  



 


 


TCS VoIP
E9-1-1—Operational Services Overview


 


TCS provides carriers
with continuous availability of systems, seven days a week, 365 days a year. Using
highly available facilities to maintain the high standards necessary for
emergency services, TCS follows detailed provisioning and operations procedures
to maintain network integrity. TCS designs, builds, and provisions its systems
to be reliable, highly available, auto aware, and fault resilient. TCS
Operations builds and monitors its systems in a production environment.


This section provides an overview of TCS
facilities, and describes the connectivity, monitoring, incident management,
change control, and reporting that occurs within Operations.


 


1.7                                 Facilities


 


TCS
operates highly available data centers and two network operations centers.


 


1.7.1                        Data
Centers


 


TCS
has two data centers, located in Seattle, Washington, and Phoenix, Arizona;
each is equipped with the same software and hardware. Each has secure,
monitored access, an uninterruptible power supply, an on-site diesel generator,
redundant systems, and network management servers. Each physically mirrors the
other, so staff can quickly locate and access cabling and equipment in the
event of an emergency.


 


All
critical power systems are backed up by an uninterruptible power supply (UPS).


 


If the
data center electrical load is interrupted, the UPS assumes the load during the
brief time needed for the automatic transfer switch (ATS) to transfer the load
to the generator.


 


Both
data centers are protected by two fire suppression systems, the Inergen inert
gas system, and a water sprinkler system.


 


1.7.2                        Network
Operations Centers


 


TCS
maintains two Network Operations Centers (NOCs), located in Seattle,
Washington, and Annapolis, Maryland. The Seattle facility monitors all system
events 24 hours a day, 365 days a year. The Annapolis facility serves as a
backup.


 


The
NOC is responsible for identification, troubleshooting, internal and external
notification of incidents, incident management, and problem resolution.


 


7

















 


Every
call event, including call origination, call completion, call control messages,
data translations, and ALI database data delivery, is tracked.


 


NOC
tools are designed and implemented in a geo-redundant manner visible from
Seattle and Annapolis. Staff in both locations are trained to monitor and
troubleshoot the E9-1-1 production systems and networks.


 


A comprehensive disaster recovery plan is in place
that details procedures, processes, and training. In the event of a
catastrophic failure in the Seattle NOC, the Annapolis NOC provides backup and
resumes operation of the system as the primary NOC.


 


1.7.3                        Technical
Support


 


A
resource will be identified to handle support issues during the ORSS IOT.


 


1.7.4                        Monitoring


 


OUT OF
SCOPE


 


1.7.5                        Data
Maintenance


 


Data
and data relationships are a critical part of the TCS E9-1-1 Service.


 


Two
unique data sets are necessary for service delivery—described below—each
require specific data maintenance processes. TCS ensures data integrity on all
four data sets, as well as performs back-up procedures on all databases.


 


	
  Data Set

  	
   

  	
  Description

  
	
  PSAP
  Data Maintenance

  	
   

  	
  TCS
  maintains an extensive PSAP database for the purpose of deploying and
  operating VoIP E9-1-1 services. The database includes contact, technical
  infrastructure, and boundary information for each PSAP in the United States.
  This information can change after a PSAP is receiving VoIP E9-1-1 services
  and periodically changes due to political or restructuring events. TCS
  maintains the PSAP database and incorporates changes to the data. TCS
  coordinates any changes that may impact an operational VoIP E9-1-1
  system with the VoIP carrier and PSAP.

  
	
  Mapping
  Services

  	
   

  	
  The
  TCS Geographical Information Systems (GIS) department creates maps that
  represent the data maintained by TCS. TCS maintains all the data and systems
  required to ensure that the geographical information systems will be
  accurate. As with the underlying data source, all GIS data is kept strictly
  confidential, secure, and proprietary.

  



 


8

















 


 


Billing


 


	
  Term of Service:

  	
   

  	
  1 year

  
	
   

  	
   

  	
   

  
	
  Set Up Fee:

  	
   

  	
  $*

  
	
   

  	
   

  	
   

  
	
  Monthly Recurring Fee

  	
   

  	
  Daily Bucket Amount selected by Customer from among
  the following

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  100 calls per day:

  	
  $

  	
  */month

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  200 calls per day:

  	
  $

  	
  */month

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  300 calls per day:

  	
  $

  	
  */month

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  400 calls per day:

  	
  $

  	
  */month

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  500 calls per day:

  	
  $

  	
  */month

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  600 calls per day:

  	
  $

  	
  */month

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  700 calls per day:

  	
  $

  	
  */month

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  800 calls per day:

  	
  $

  	
  */month

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Vonage Initial Daily Bucket Amount is 400 calls per
  day.

  
	
   

  	
   

  	
   

  
	
  Bucket Overage Penalty

  	
   

  	
  20% per call prorated on a cost per call basis based
  on the currently subscribed bucket amount and 30 days per month (for example,
  the bucket amount for 400 calls per day equates to $* per call; penalty price
  per call equals $* * 1.2 = $* per call; thus 410 calls in a day would result
  in 10 additional calls billed at $* per call or $* penalty for the day).

  
	
   

  	
   

  	
   

  
	
  Change Fee

  	
   

  	
  For every increase in the bucket amount requested by
  Customer, $* per 100 calls per day (no charge for increases requested before June 10,
  2005).

  No fee for reducing the bucket amount

  
	
   

  	
   

  	
   

  
	
  Ramp-up Period Fees

  	
   

  	
  From June 15, 2005 through June 30, 2005 the cost
  per call will be $* and the Daily Bucket Amount will not apply.

  An additional set up fee of $* will be charged for this period.

  
	
  Payment Terms:

  	
   

  	
  Net 30 days

  
	
   

  	
   

  	
   

  
	
  Service Availability:

  	
   

  	
  I-1 Call Flow with ORSS as per the Vonage Statement
  of Work: TCS i1 VoIP 9-1-1 Service For Vonage

  
	
  Acceptance criteria:

  	
   

  	
  In accordance with Article 4 of the Master
  Sales Agreement.

  



 


	
   

  	
   

  	
   

  
	
  Milestones for Service Launch:

  	
   

  	
   

  
	
   

  	
   

  	
  Milestone

  	
   

  	
  Date

  	
   

  	
   

  
	
   

  	
   

  	
  Contract Signing

  	
   

  	
  6/8/2005

  	
   

  	
   

  



 






* Confidential treatment has been requested. The redacted material has
been separately filed with the Commission.


 


9

















 


	
  Milestones for Service Launch:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Milestone

  	
   

  	
  Date

  	
   

  	
   

  
	
   

  	
   

  	
  Contract Signing

  	
   

  	
  6/8/2005

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Master Services Agreement Signoff

  	
   

  	
  6/8/05

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Operator Routing Support Service Interoperability
  Testing SOW signoff

  	
   

  	
  6/8/05

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Determine ORSS market roll-out schedule

  	
   

  	
  6/10/05

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TCS to establish ramp-up feasibility, scope and schedule leading
  to launch

  	
   

  	
  6/10/05

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Vonage to choose Daily Bucket Amount for July 1
  Launch

  	
   

  	
  6/10/05

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TCS provide DIDs for 9-1-1 ORSS call routing

  	
   

  	
  6/15/05

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Establish interim i1 call routing from Vonage to
  ORSS

  	
   

  	
  6/13/05

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Receive completed SoftSwitch configuration form

  	
   

  	
  6/15/05

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Resolve general connectivity issues

  	
   

  	
  6/15/05

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Integrate Soft Switch with TCS Network

  	
   

  	
  6/15/05

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Acquire Test numbers from carrier

  	
   

  	
  6/15/05

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Acquire Test phone from carrier

  	
   

  	
  6/15/05

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Develop IOT Plan

  	
   

  	
  6/17/05

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Deploy ORSS Tools

  	
   

  	
  6/24/05

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Train Users

  	
   

  	
  6/29/05

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  IOT execution

  	
   

  	
  6/30/05

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notify customer of IOT completion and “service
  readiness”

  	
   

  	
  6/30/05

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Establish final i1 call routing from Vonage to TCS
  to ORSS

  	
   

  	
  7/1/05

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ORSS available for Vonage selected Daily Call Bucket

  	
   

  	
  7/1/05

  	
   

  	
   

  



 


Notes:


 


10

















 


1.                                      This
Work Order is in accordance with Master Sales Agreement between
TeleCommunication Systems, Inc. (“TCS”) and Vonage Network Inc. (“Vonage”
or “Customer”) dated June 8, 2005, and constitutes Exhibit B thereto.


2.                                      Unless
otherwise expressly agreed in writing, no rights with respect to intellectual
property are granted by either Party to the other Party


3.                                      Vonage
is responsible for all connectivity charges between TCS and Vonage.


 


AGREED:


 


	
  TeleCommunication Systems, Inc.

  	
  CUSTOMER

  
	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Richard A. Young 

  	
   

  	
  By:

  	
   

  	
  /s/ John S. Rego 

  	
   

  
	
  Signature

  	
  Signature

  
	
   

  	
   

  
	
   

  	
  Richard A. Young 

  	
   

  	
   

  	
  John S. Rego 

  	
   

  
	
  Name

  	
  Name

  
	
   

  	
   

  
	
   

  	
  Exec. VP & COO 

  	
   

  	
   

  	
  CFO 

  	
   

  
	
  Title

  	
  Title

  
	
   

  	
   

  
	
   

  	
  June 8, 2005 

  	
   

  	
   

  	
   

  
	
  Date

  	
  Date

  
												



 


11














 


	
  TeleCommunication
  Systems, Inc.

  
	
  Western
  Office

  
	
  2401
  Elliott Avenue, Second Floor

  
	
  Seattle,
  WA 98121

  
	
  Phone
  206-792-2000

  
	
  Fax
  206-792-2051

  
	
  www.telecomsys.com

  



 


	
   

  	
  TeleCommunication

  
	
   

  	
  Systems

  
	
   

  	
  Enabling Convergent Technologies®

  



 


	
  TCS VoIP i1 9-1-1 Statement of
  Work

  
	
  Onsite Project Manager Work
  Order

  
	
  For Vonage Network Inc.

  



 


EXHIBIT C TO MASTER SALES AGREEMENT


 


6/23/05


 


 


	
  CONFIDENTIAL & PROPRIETARY

  Limited Distribution to Authorized Persons Only

  Created 2005 and Protected as an Unpublished Work

  Under the US Copyright Act of 1976.

  Certain Portions Copyright © 2005 Telecommunication Systems Inc

  All Rights Reserved.

  



 


1

















 


	
  Contents

  	
   

  	
   

  
	
   

  	
   

  
	
  1.

  	
  INTRODUCTION

  	
  3

  
	
  2.

  	
  VOIP E9-1-1 PROGRAM MANAGEMENT OVERVIEW

  	
  3

  
	
  3.

  	
  SCHEDULE OF TASKS

  	
  4

  
	
  4.

  	
  ROLES AND RESPONSIBILITIES

  	
  5

  
	
   

  	
  4.1

  	
  TCS ONSITE PROJECT MANAGER

  	
  5

  
	
   

  	
  4.2

  	
  VONAGE

  	
  5

  
	
  5.

  	
  BILLING

  	
  5

  



 


2

















 


1.                                      Introduction


 


This document is Exhibit C to the Master Sales
Agreement between TCS and Vonage dated June 8, 2005. This Statement of Work
describes the roles and responsibilities of the Onsite Project Manager.


 


2.                                      VoIP E9-1-1 Program Management Overview


 


When deploying TCS’ VoIP E9-1-1 solution, TCS will
provide on-site project management, technical integration services, and data
provisioning services pursuant to this Statement of Work at office facilities
to be provided by Vonage. Throughout this process, TCS will work closely with
the Vonage team, PSAPs, and LECs.


 


Services included in the charges for this Exhibit (as
more specifically set forth below) are as follows:


 


1.                                       TCS
will guide Vonage through the VoIP E9-1-1 deployment and will coordinate
activities with all parties, including the Third Party Call Delivery Provider
(e.g. CLEC), LEC, PSAP, and the ALI database provider, from pre-kickoff to
testing, to go live.


 


2.                                       Manage
the process whereby TCS will provide data provisioning services (under a
separate Statement of Work/Work Order) which will process data from Vonage, the
LEC’s selective router, the wireline ALI database, and the VPC in such a manner
as to allow the PSAP to receive the proper data in the expected fields when an
E9-1-1 call is delivered.


 


The Services described above will continue throughout
the term set forth below and will be performed by a TCS-employed project
manager (the “Onsite Project Manager”), who will deploy TCS resources as
reasonably appropriate to accomplish these tasks. The Onsite Project Manager
shall not be deemed to be an employee of Vonage for any purpose. The Onsite
Project Manager’s efforts will be devoted full time to the services to be
provided under this Exhibit and will be performed within Vonage’s premises,
except to the extent requested or approved by Vonage. For the avoidance of
doubt, TCS shall be solely responsible for the Onsite Project Manager’s
employment and related compensation, benefits and taxes, and for maintaining
worker’s compensation and other employment-related insurance.


 


TCS has designated Lynne Fleck to serve as the Onsite
Project Manager for this effort. Except for circumstances outside the control
of TCS, Ms. Fleck shall not be removed from the project or otherwise reassigned
without the written approval of Vonage, which may be withheld in Vonage’s sole
discretion. If circumstances arise which are outside the control of TCS that
result in Ms. Fleck not being able to continue to serve as the Onsite Project
Manager, TCS agrees to assign a substitute project manager who possesses
qualifications and experience similar to those offered by Ms. Fleck, subject to
the reasonable approval of Vonage.


 


TCS warrants that all services provided hereunder will
be performed in a professional, workmanlike manner and in accordance with
industry standards for such services.


 


3

















 


3.             Schedule of Tasks


 


	
  Event

  	
   

  	
  TCS

  	
   

  	
  Vonage

  
	
  Kickoff meeting

  	
   

  	
  o

  	
  Scope  

  	
   

  	
  o

  	
  Attend meeting

  
	
   

  
	
  o

  	
  Resources  

  
	
   

  
	
  o

  	
  POC  

  
	
   

  
	
  o

  	
  Coordinate meeting with
  all required parties  

  
	
   

  	
   

  
	
  o

  	
  Establish integration
  schedule

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Test Connectivity between
  Vonage and TCS

  	
   

  	
  o

  	
  Test IP connectivity with
  Vonage

  	
   

  	
  o

  	
  Provide data necessary for
  IP connectivity over the internet

  
	
  o

  	
  Provide test personnel as

  required

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ORSS Deployment

  	
   

  	
  o

  	
  Test connectivity  

  	
   

  	
   

  
	
   

  	
   

  
	
  o

  	
  Deploy solution to support
  call service  

  
	
   

  	
   

  
	
  o

  	
  Schedule test calls and
  provide conference bridge  

  
	
   

  	
   

  
	
  o

  	
  Conduct Test Calls

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Testing

  	
   

  	
  o

  	
  Schedule testing with all
  parties  

  Oversee testing and
  troubleshooting

  	
   

  	
  o

  	
  Provide test personnel
  

  
	
   

  	
   

  
	
  o

  	
  Provide subscriber data
  

  
	
   

  	
   

  
	
  o

  	
  Assist in troubleshooting
  

  
	
   

  	
   

  
	
  o

  	
  Provide resources for
  acceptance testing

  



 


4





















4.                                      Roles and Responsibilities


 


4.1          TCS
Onsite Project Manager


 


	
  Roles and Responsibilities

  
	
  •

  	
  Provide direction to
  customer regarding deployment services, roles, responsibilities and
  strategies for PSAP management.

  
	
  •

  	
  Advise customer on
  organization and management of PSAP service team

  
	
  •

  	
  Provide public safety
  expertise

  
	
  •

  	
  Act as liaison to TCS for
  Vonage

  
	
  •

  	
  Communicate overall
  deployment status to Vonage

  
	
  •

  	
  Assist Vonage with issues
  related to the ORSS and Service Bureau operations

  
	
  •

  	
  Provide a single point of
  contact for all issues

  



 


4.2          Vonage


 


	
  Roles and Responsibilities

  
	
  •

  	
  Provide a single point of contact for all issues

  



 


5.                                      Billing


 


	
  Term of Service:

  	
  Six (6) months from the Start Date, which may be
  extended at Vonage’s option on a month-to-month basis; Vonage may terminate
  this Statement of Work for convenience on thirty (30) days’ notice.

  
	
   

  	
   

  
	
  Start Date:

  	
  July 1, 2005

  
	
   

  	
   

  
	
  Monthly Rate:

  	
  $*

  
	
   

  	
   

  
	
  Expenses:

  	
  Travel and incidentals that have been approved in
  writing in advance by Vonage, billed monthly in arrears.

  
	
   

  	
   

  
	
  Payment Terms:

  	
  Net 30 days

  
	
   

  	
   

  
	
  Milestones for Service Launch:

  	
  Milestone 

  	
  Date

  
	
   

  	
   

  	
   

  
	
   

  	
  SOW Signing

  	
  6/15/2005

  



 






* Confidential treatment has been requested. The redacted material has
been separately filed with the Commission.


 


5

















 


Notes:


 


1.                                      This
Statement of Work is in accordance with Master Sales Agreement between
TeleCommunication Systems, Inc. (“TCS”) and Vonage Network Inc. (“Vonage” or “Customer”)
dated June 8, 2005, and constitutes Exhibit C thereto.


 


2.                                      Unless
otherwise expressly agreed in writing, no rights with respect to intellectual
property are granted by either Party to the other Party.


 


AGREED:


 


	
  TeleCommunication Systems, Inc.

  	
   

  	
  Vonage Network Inc.

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ Richard A. Young

  	
   

  	
   

  	
  By: 

  	
  /s/ Louis Mamakos

  	
   

  
	
  Signature 

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
  Richard A. Young

  	
   

  	
   

  	
  Louis Mamakos

  	
   

  
	
  Name

  	
   

  	
  Name

  
	
   

  	
   

  	
   

  
	
  Exec. Vice President & COO

  	
   

  	
   

  	
  Chief Technology Officer

  	
   

  
	
  Title

  	
   

  	
  Title

  
	
   

  	
   

  	
   

  
	
  27 June 2005

  	
   

  	
   

  	
  24 June 2005

  	
   

  
	
  Date

  	
   

  	
  Date

  



 


6














 


TeleCommunication Systems, Inc,

Western Office

2401 Elliott Avenue, 2nd Floor

Seattle, WA  98121

Phone 1 206-792-2000

Fax +1 206-792-2001

www.telecomsys.com


 


TeleCommunication Systems


 


Enabling Convergent Technologies®


 


 


TCS VoIP E9-1-1


PSAP Outreach Activities
Statement of Work


For Vonage Network Inc.


 


 


Exhibit D


 


07/27/05


 

















 


	
  1.0

  	
   

  	
  Introduction

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.1

  	
   

  	
  PSAP Outreach Activities

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.0

  	
  VoIP PSAP
  Outreach Process Summary

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.1

  	
   

  	
  Activities to be completed by TCS

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.2

  	
   

  	
  Activities to be completed by ESGW provider

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.0

  	
  Reporting

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  4.0

  	
  Pricing and
  Billing

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  5.0

  	
  AGREED:

  	
   

  	
  6

  



 


i

















 


1.0                               Introduction


 


1.1                               PSAP Outreach Activities


 


This document is
Exhibit D to the Master Sales Agreement between TCS and Vonage dated June 8,
2005.  In order to quickly secure
agreement to i2 deployment and collect information required to deploy, it is
necessary to launch an aggressive PSAP Outreach campaign as soon as possible.  Outreach activities include written
documentation, education, verbal communication and hand-off to deployment
personnel.


 


The following
process summary outlines all steps required to complete these activities, along
with agreed-upon deliverables, timelines and roles and responsibilities.  For purposes of this Exhibit D, the term “VSP”
shall refer to Vonage.


 


2.0                               VoIP PSAP Outreach Process Summary


 


Assumptions:


 


•                  PSAP Outreach activities do not
include those required to determine areas of common coverage between VSP, TCS,
ESGW or priority to contact.  It is
assumed that this process will be in-progress or completed prior to PSAP
outreach, as this information is needed to prioritize order of PSAP contact.


 


•                  PSAP Outreach activities do not
include those required to deploy each PSAP.


 


2.1                               Activities to be completed by TCS


 


	
  Master Task

  	
   

  	
  VoIP TCS/VSP Welcome Kit/Checklist

  
	
  Sub Task

  	
   

  	
  Create VoIP Welcome Kit

  
	
  Deliverable

  	
   

  	
  Welcome Kit

  
	
  Description

  	
   

  	
  Create VoIP welcome kit for
  mass-distribution to all PSAPs on list to deploy, subject to written approval
  by Vonage.

  
	
  Purpose

  	
   

  	
  Kit to include introduction to VoIP, VSP
  and to provide advance notice of additional deployment activities by TCS.

  
	
  Timeline

  	
   

  	
  First draft to be completed by 07/26,
  revised and ready to produce by 07/29.

  
	
   

  	
   

  	
   

  
	
  Master Task

  	
   

  	
  VoIP TCS/VSP Welcome Kit/Checklist

  
	
  Sub Task

  	
   

  	
  Produce and Send VoIP Welcome Kit

  
	
  Deliverable

  	
   

  	
  Kit sent to PSAP

  
	
  Description

  	
   

  	
  VoIP Welcome Kits developed as set forth
  above will be produced and sent to PSAP in phases in accordance with the
  Vonage/TCS mutually-agreed determined priority to deploy.

  
	
  Purpose

  	
   

  	
  To quickly notify all PSAPs of VSP’s intent
  to deploy and forthcoming deployment activity.

  
	
  Timeline

  	
   

  	
  Beta version of kit to be produced by 07/22 for
  review during State/PSAP/APCO/NENA meetings facilitated by Vonage regulatory
  staff through 08/10.  Proposed schedule
  for kit distribution:

  
	
   

  	
   

  	
  •

  	
  500 kits sent 08/15

  
	
   

  	
   

  	
  •

  	
  500 kits sent 08/22

  
	
   

  	
   

  	
  •

  	
  500 kits sent 08/29

  
	
   

  	
   

  	
  •

  	
  an additional 1500 PSAPs kits
  will be sent between 09/15 and 09/29.

  



 


1

















 


	
  Master
  Task

  	
   

  	
  PSAP
  interview

  
	
  Sub
  Task

  	
   

  	
  Initial
  PSAP Contact

  
	
  Deliverable

  	
   

  	
  Complete or schedule PSAP Interview

  
	
  Description

  	
   

  	
  Contact PSAPs in order of Vonage/TCS
  mutually-agreed deployment schedule.  TCS
  will attempt to immediately reach the primary POC at PSAP and complete
  interview.  If POC is unavailable, TCS
  will make all reasonable efforts to secure date/time for PSAP interview as
  soon as possible.

  
	
  Purpose

  	
   

  	
  Make initial contact with PSAP to notify of
  i2 deployment and collect information needed for deployment.

  
	
  Timeline

  	
   

  	
  Within 21 days of Welcome Kit delivery.

  



 


	
  Master Task

  	
   

  	
  PSAP Interview

  
	
  Sub Task

  	
   

  	
  i2 education

  
	
  Deliverable

  	
   

  	
  Review PSAP VoIP kit and describe to PSAP
  POC the process of i2 VoIP deployment activities and impact.

  
	
  Description

  	
   

  	
  Review and discuss i2 deployment w/PSAP.

  
	
  Purpose

  	
   

  	
  Education of PSAPs to enable quick
  collection of PSAP information and deployment of i2 service.

  
	
  Timeline

  	
   

  	
  1 business day for each PSAP, all to be
  completed as set forth in Section 4.0.

  



 


	
  Master Task

  	
   

  	
  PSAP Interview

  
	
  Sub Task

  	
   

  	
  Obtain VoIP MSAG, ESN and CRN (Note: Due to
  the relationship between ESN and Shell Record, these should be collected by
  the same party concurrently).

  
	
  Deliverable

  	
   

  	
  VoIP shell record (default record in ALI
  database for ESQK values assigned).

  
	
  Description

  	
   

  	
  Obtain shell record for all PSAPs that have
  agreed to accept i2 VoIP service.

  
	
  Purpose

  	
   

  	
  Enable TCS to provision ALI with VoIP shell
  record.

  
	
  Timeline

  	
   

  	
  If not immediately available, request information
  to be provided within 3 business days of PSAP interview; all to be completed
  as set forth in Section 4.0.

  



 


	
  Master Task

  	
   

  	
  PSAP Interview

  
	
  Sub Task

  	
   

  	
  Review VoIP routing boundary

  
	
  Deliverable

  	
   

  	
  PSAP Agreement with geographic VoIP Routing
  Boundary provided by TCS.

  
	
  Description

  	
   

  	
  Confirm whether PSAPs VoIP call routing
  boundary will be the same as their wireless boundary or if they want routing
  based on wire line boundary.

  
	
  Purpose

  	
   

  	
  Establish correct routing for i2 calls.

  
	
  Timeline

  	
   

  	
  During PSAP interview. If PSAP opts to
  provide new boundary, collect within 3 business days of interview; all to be
  completed as set forth in Section 4.0.

  



 


	
  Sub Task

  	
   

  	
  Build PSAP deployment record in
  status-tracking system.

  
	
  Deliverable

  	
   

  	
  PSAP deployment record associated with deployment
  tasks required for VoIP deployment. Hand-off to VoIP deployment team.

  
	
  Description

  	
   

  	
  TCS PSAP data team to build PSAP record,
  document information provided by VSP.

  



 


2

















 


	
  Purpose

  	
   

  	
  To facilitate hand-off between TCS PSAP
  Outreach team and deployment to begin VolP deployment process. To capture
  PSAP-related information in a single-place to facilitate deployment activity
  and status reporting.

  
	
  Timeline

  	
   

  	
  Within 1 day of each PSAP i2 acceptance,
  all to be completed as set forth in Section 4.0.

  



 


	
  Master Task

  	
   

  	
  PSAP acknowledges Vonage’s intent to deploy
  and provides/agrees to provide VoIP shell record.

  
	
  Sub Task

  	
   

  	
  Send VoIP Deployment Confirmation letter.

  
	
  Deliverable

  	
   

  	
  Confirmation letter to PSAP summarizing PSAP
  interview and set expectation for collecting outstanding items from PSAP.

  
	
  Description

  	
   

  	
  Send Deployment Confirmation Letter to
  PSAP.

  
	
  Purpose

  	
   

  	
  To provide deployment confirmation to PSAP
  and set deployment timing expectations.

  
	
  Timeline

  	
   

  	
  Within 1 day of each PSAP i2 acceptance,
  all to be completed as set forth in Section 4.0.

  



 


	
  Master Task

  	
   

  	
  PSAP refuses i2 and will not provide VoIP
  shell record:

  Escalation Procedures

  
	
  Description

  	
   

  	
  Notify VSP PSAP liaison of PSAP refusal and
  reasons cited.

  
	
  Purpose

  	
   

  	
  Facilitate VSP-established escalation
  procedures and document PSAP cooperation for regulatory reporting purposes as
  requested by Vonage.

  
	
  Timeline

  	
   

  	
  Within 1 day of each PSAP’s refusal, all to
  be completed as set forth in Section 4.0.

  



 


2.2                               Activities to be completed by ESGW
provider


 


ESGW provider must
provide or collect the following information for PSAPs to be deployed.  As a VPC, TCS does not have direct interaction
with LECs and PSAPs regarding trunking and connectivity and, historically,
cannot obtain this information without Letter of Agency.  The party responsible for S/R and PSAP
coverage must complete these tasks and report status of each to TCS.


 


	
  Master Task

  	
   

  	
  Determine ESGW Coverage to specific PSAPs

  
	
  Deliverable

  	
   

  	
  Confirmation that ESGW has connectivity to
  S/R serving PSAP and to specific PSAP.

  
	
  Description

  	
   

  	
  VSP/ESGW provider to determine if current
  connectivity to PSAP exists.

  
	
  Purpose

  	
   

  	
  TCS’ ability to manage timeline of PSAP
  deployment timeline is greatly impacted by ESGW coverage status.

  
	
  Timeline

  	
   

  	
  Existing coverage status for to-deploy PSAPs to be
  determine in overall TCS/VSP/ESGW provider analysis.

  
	
   

  	
   

  	
  •

  	
  Additional coverage
  confirmation requests from TCS to be made to ESGW through a process to be
  agreed upon by the parties hereto.

  
	
   

  	
   

  	
  •

  	
  New build-out coverage status to be communicated to
  TCS from ESGW provider through a process to be agreed upon by the parties
  hereto.

  



 


3

















 


	
  Master Task

  	
   

  	
  Confirm PSAP Trunking Requirements

  
	
  Deliverable

  	
   

  	
  Confirmation whether PSAP will use existing
  wireline/wireless trunks, or whether new VoIP trunking between PSAP and S/R
  is required.

  
	
  Description

  	
   

  	
  ESGW provider to work with LEC/PSAP to
  determine if any change to existing trunking from PSAP to S/R is required.

  
	
  Purpose

  	
   

  	
  TCS to manage PSAP deployment timeline
  according to trunking requirements.

  
	
  Timeline

  	
   

  	
  •

  	
  Requests for confirmation to be made by TCS to ESGW
  provider using a process to be agreed upon by the parties hereto.

  
	
   

  	
   

  	
  •

  	
  Proactive confirmation of PSAP trunk status to be
  communicated to TCS from ESGW provider using a process to be agreed upon by
  the parties hereto.

  



 


3.0                               Reporting


 


TCS will provide
to Vonage access to a web-based reporting server for access to all VoIP reports
and data.  Through this web site, TCS
will report on PSAP Outreach Activities and Vonage will be able to access these
reports.  TCS will provide Vonage with
the capability to access the following data:


 


	
  Function

  	
   

  	
  Report

  
	
  PSAP

  Outreach

  	
   

  	
  PSAP
  Outreach Status

  •     Not Started

  •     Accepted/Confirm letter sent

  •     Escalated to VSP PSAP team.

  •     In Progress

  •     Delay

  Welcome Kit Delivered

  ESN
Shell Record
Shape File

  



 


4.0                               Pricing and Billing


 


4.1                               Full PSAP Outreach Service


 


Billing will be at
a flat rate depending on the number of PSAPs selected for outreach activities.  Invoices against the flat rate will be billed
over four months, at the end of each month in the monthly amounts shown below,
such that the total amount of the flat rate will be fully invoiced by the end
of October 2005.  Billing for the 2005
flat rate will commence immediately upon execution of this Exhibit D.


 


	
   

  	
   

  	
  Monthly Invoice Schedule

  	
   

  
	
  #

  PSAPS

  	
   

  	
  Total

  Service Fee

  	
   

  	
  July 2005

  	
   

  	
  August

  2005

  	
   

  	
  September

  2005

  	
   

  	
  October

  2005

  	
   

  	
  Cost /

  Additional

  PSAP

  	
   

  
	
  3000

  	
   

  	
  $

  	
  *

  	
   

  	
  $

  	
  *

  	
   

  	
  $

  	
  *

  	
   

  	
  $

  	
  *

  	
   

  	
  $

  	
  *

  	
   

  	
  $

  	
  *

  	
   

  
																				



 


Completion of the outreach
activities for 3000 PSAPs will require 80 calendar days.  Outreach activities for a smaller number of
PSAPs will require less time.


 






* Confidential treatment has been requested. The redacted material has
been separately filed with the Commission.


 


4

















 


A proposed
schedule is outlined in section 2.1 of this Exhibit.


 


Vonage and TCS
shall mutually agree on a final schedule and list of PSAPs to be contacted
within 10 days of the effective date of this Exhibit.  The parties may mutually agree on revisions to
this final schedule but no such revisions will be effective unless agreed upon
by both parties in writing.


 


4.2                               Partial PSAP Outreach Service


 


PSAP Outreach can
be broken into two distinct sets of tasks.  The first set of tasks includes preparing and
sending Welcome Kits.  The second set of
tasks starts with the initial PSAP Contact (see section 2.1).  Should Vonage choose to send additional PSAP
Outreach Kits, this can be done without having to commit to purchasing full
PSAP Outreach services.  This cannot be
done without purchasing the minimum (1000) amount of full service PSAP Outreach
services.


 


Produce
and Send VoIP Welcome Kit


 


The price for
producing and sending welcome kits is as follows:


 


	
  #

  PSAPS

  	
   

  	
  Service Fee to produce

  and send VoIP Welcome Kit

  	
   

  	
  Cost /

  PSAP

  	
   

  
	
  500

  	
   

  	
  $

  	
  *

  	
   

  	
  $

  	
  *

  	
   

  
								



 


This service must
be ordered in a separate work order within 30 days of the effective date of
this Agreement.


 


Perform
Remaining Outreach Tasks


 


The price for
performing remaining outreach tasks will be based on the price per additional
PSAP as outlined in section 4.1 less the $30 paid for producing and sending
VolP Welcome Kits.  This service can be
ordered in batches of 50.  The cost per
PSAP is based upon the contract rate for full Outreach Services (see section
4.1).


 


	
  # PSAPS

  contracted

  for Full

  PSAP

  Outreach

  Service

  	
   

  	
  # PSAPS

  contracted

  for

  Remaining

  Outreach

  Tasks

  	
   

  	
  Service Fee to perform

  remaining Outreach Tasks

  	
   

  	
  Cost /

  PSAP

  	
   

  
	
  3000

  	
   

  	
  50

  	
   

  	
  $

  	
  *

  	
   

  	
  $

  	
  *

  	
   

  
										



 


This service must
be ordered in a separate work order within 45 days of the effective date of
this Agreement.


 






* Confidential treatment has been requested. The redacted material has
been separately filed with the Commission.


 


5

















 


5.0          AGREED:


 


	
  TeleCommunication
  Systems, Inc.

  	
  Vonage
  Network Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
  BY:

  	
  /s/ Bruce A.
  White 

  	
   

  	
  BY:

  	
  /s/ Louis
  Mamakos 

  	
   

  
	
  Signature 

  	
  Signature

  
	
   

  	
   

  
	
  Bruce A. White 

  	
   

  	
  Louis Mamakos 

  	
   

  
	
  Name

  	
  Name

  
	
   

  	
   

  
	
  Vice President

  	
   

  	
  Chief Technology
  Officer 

  	
   

  
	
  Title

  	
  Title

  
	
   

  	
   

  
	
  29 July 2005

  	
   

  	
  28 July 2005 

  	
   

  
	
  Date

  	
  Date

  



 


6