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Exhibit 10.1
 *   CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED
AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION.
 MASTER SERVICES AGREEMENT
  PeopleSupport, Inc.
    
    Vonage Holdings Corp.1100 Glendon Avenue, Suite 1250
    
    2147 Route 27Los Angeles, CA 90024
    
    Edison, NJ 08817Hereinafter referred to as PeopleSupport
    
    Hereinafter referred to as Client
  1.
    
    SERVICESA.
    
    Description.PeopleSupport will provide to Client the services set forth herein and in
Exhibit A attached hereto (Services) out of one or more of its contact centers. If and as
specified in the Statement of Work (SOW) attached hereto as Exhibit A, the Services will
include the provision of equipment, software, telecommunication lines and other facilities
specified as well as the training and human support specified in the SOW. In support of the
Services, Client will provide the items specified as its responsibilities herein, and in the
SOW.B.
    
    Additional SOWs and Change Orders.The parties may mutually agree on additional SOWs, which
will reference the terms and conditions of this Agreement and will become effective upon
mutual execution thereof.During the performance of the Services, Client may request in
writing, and PeopleSupport may agree, to make material changes in this Agreement, or in the
Services, and/or to add services which are not described in a SOW. In addition, changes to
the Services may be necessary due to changes in the Clients volume, pattern, or types of its
services and/or products, and/or changes to the Client Provided Technology (defined in Section
4D). Such additional or materially changed services (Additional Services) will be subject to
a written, mutually agreed-upon change order to an SOW (Change Order), including applicable
pricing and terms. Upon the mutual execution of any such Change Order, the Services will be
deemed to include such Additional Services. Unless and until the parties mutually execute
such Change Order, only the terms of this Agreement and the applicable SOW will apply. The
parties agree that an authorized representative of Client may indicate its acceptance of
Change Orders either in accordance with the Notices provision of this Agreement or by
facsimile signature, each of which shall be subject to countersignature by an authorized
representative of PeopleSupport.2.
    
    TERM AND TERMINATIONA.
    
    Term. The initial term of this Agreement (the Term) will commence on the Effective Date and
will extend for one (1) year from the date the Services are deemed operational (e.g first live
date of Service). The Agreement, including Exhibit A, will automatically renew for successive
*** year terms unless either Party provides written notice of its intent not to renew at least
*** before the expiration of the initial Term or at least *** before the expiration of any
subsequent renewal Term, or unless terminated earlier as otherwise provided herein or in Exhibit
A. The term of additional SOW(s) will be as set forth in such
SOW(s)B.
    
    Effect of Termination.Except as otherwise provided herein, in the event either Party
terminates an SOW for an Event of Default pursuant to Section 8, unless the termination
expressly applies to all other SOWs or to the operation of the Agreement as a whole, such
termination as to one SOW will not constitute termination with respect to any other SOW(s) or
the Agreement.C.
    
    Minimum Payments.In the event that PeopleSupport terminates one or more SOWs due to
Clients Event of Default pursuant to Section 8, or if Client terminates one or more SOWs in
violation of this Agreement or of the applicable SOW, Client will pay to PeopleSupport ***, as
specified herein or in the applicable SOW.D.
    
    Termination Within First Thirty Days.Notwithstanding anything to the contrary in this
Agreement or in any SOW, Client may, at any time on or before the thirtieth (30th)
day after the initial minimum number of *** FTE employees are fully trained, out of nesting
and begin performing services pursuant to the initial SOW hereunder, terminate this Agreement
or any SOW for convenience and upon *** days written notice provided that in the event of such
termination for convenience, Client shall pay to PeopleSupport, as PeopleSupports *** remedy
for such termination, the sum of *** plus charges for those Services listed of Appendix A of
SOW #1 rendered through the effective date of termination calculated in accordance with the
prices set forth on that Appendix irrespective of any minimum commitment, which shall be
payable within ten (10) business days after the effective date of such termination.
 
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E.
    
    Survival.Any and all obligations under this Agreement, including any SOW then in effect
which, by their nature should reasonably survive the termination or expiration of this
Agreement or such SOW, will so survive, including, but not limited to, Clients payment
obligations, and the obligations of both Parties arising from the confidentiality and
non-solicitation provisions of this Agreement.3.
    
    PRICING AND PAYMENTA.
    
    Prices and Invoicing.Client agrees to pay PeopleSupport for the Services according to the
prices set forth below and in any mutually agreed SOW or Change Orders. Amounts payable are
subject to the adjustment(s) by PeopleSupport or Client as specified in the SOW or Change
Orders, with respect to each SOW. Client agrees to pre-pay to PeopleSupport the ***, as
specified in an SOW ***, on or before the *** day of each calendar month (Minimum Monthly
Fee), notwithstanding the volume of Services actually provided in a month. The Minimum
Monthly Fee is not subject to any discounts. If the first or last month of the Term is a
partial month, the Minimum Monthly Fee for such month may be prorated based on a thirty (30)
day month. At the end of each calendar month, PeopleSupport will invoice Client for Services
actually rendered in such month, reflecting a credit for the Minimum Monthly Fee pre-payment.
All amounts payable, as set forth on each invoice, will be itemized by the applicable Service
and by the units set forth in the applicable SOW or Change Order, in sufficient detail to
make clear to Client how such amounts were calculated. Payments are due within *** following
date of invoice. Billing per FTE committed by Client will be on a forty hours week basis.B.
    
    Reimbursement for Expenses.Subject to Clients prior written approval of the incurrence and
amount of such expenses or charges, Client will reimburse PeopleSupport for: a) all
reasonable and actual travel and related living expenses incurred by PeopleSupport related to
the Services, in accordance with PeopleSupports standard travel guidelines, provided that
such reimbursement will be solely for travel expressly requested by Client and only to the
extent that such travel was not reasonably foreseeable as necessary in carrying out
PeopleSupports responsibilities under an SOW or Change Order at the time such SOW or Change
Order was agreed to; b) if and as expressly specified in Exhibit A and/or an applicable SOW
or Change Order, any telecommunications, installation, maintenance and recurring charges for
equipment and facilities acquired for the provision of the Services to Client and used solely
for that purpose that are not Client-Provided Technology as defined below, and c) any other
expenses or charges expressly specified in an applicable SOW or Change Order or otherwise
authorized in writing by Client.C.
    
    Electronic Invoicing and Wire Transfer Payment.Client acknowledges that invoices from
PeopleSupport will be sent electronically, and Client agrees to make all payments to
PeopleSupport via wire transfer. Payments of amounts due will be wired via the U.S. Federal
Reserve System to:
  D.
    
    Effect of Non-Payment.In the event any amounts due are not paid within *** after they are
due, such amounts will accrue late charges at the lesser of the rate of *** per month or the
highest rate allowed by applicable law, from the due date. Payments subsequently received
from Client will be first applied to such late charges, then to amounts past due, and then to
current amounts due.E.
    
    Taxes.Client will be solely responsible for, and will pay, any use, excise, sales or
privilege taxes, duties, value added taxes, fees, assessments or similar liabilities however
denominated which may now or hereafter be levied on the provision by PeopleSupport of
Services, software, equipment, materials or other property (tangible or intangible) provided
under this Agreement, chargeable to or against PeopleSupport by any applicable government
authority. PeopleSupport will separately invoice any such taxes of which it is aware on its
invoice. Should PeopleSupport be required to pay or should PeopleSupport pay these taxes,
fees, assessments or similar liabilities, Client will promptly reimburse PeopleSupport for
such payments upon receipt of invoice. The foregoing will not apply to any taxes based upon
the net income, employment or property of PeopleSupport or franchise or similar fees paid by
PeopleSupport for the privilege of doing business in any jurisdiction.F.
    
    Right to Dispute Invoices. Client will not withhold any undisputed portion of any amounts
payable hereunder but may withhold disputed amounts upon written notice of a dispute. Unless
Client provides PeopleSupport with notice in writing of a dispute regarding the amounts due
hereunder within *** after Clients receipt of the invoice on which such amounts appear,
including the basis for such dispute, the invoice will be deemed approved by Client and the
right to dispute any such amounts invoiced will be deemed waived. Unless PeopleSupport
invoices Client for Services or other charges within *** after such Services are rendered or
such other charges are incurred, all such Services and/or other charges will be deemed waived
and Client will have no obligation to pay them.4.
    
    CLIENT OBLIGATIONS FOR INFORMATION AND TECHNOLOGYIn order for PeopleSupport to provide the Services, Client agrees to provide the following to
PeopleSupport, as and when reasonably requested by PeopleSupport:A.
    
    Volume, Pattern and Handling Forecasts.Client will provide good faith, volume, pattern and
handling time forecasts as and to the extent specified in the applicable SOW; provided that
PeopleSupports sole remedy for erroneous forecasts shall be as set forth in the applicable
SOW. All such forecasts will be
 
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deemed Clients confidential information subject to PeopleSupports obligations as set forth
in Section 7. PeopleSupport shall reasonably determine the number of persons that are required
to be trained in light of such forecasts, and will not be required to have prior approval from
Client to hire and/or train them, though PeopleSupport will make every reasonable effort to
communicate any planned training with Client, and Client shall have no obligation with respect
thereto except as expressly specified in an applicable SOW.B.
    
    Forecasts for Special Promotions and Advertising.Client will provide notice of and forecasts
related to all media promotions (including, but not limited to, radio, television, direct
mail, Internet and other media) within a reasonable amount of time before the start of the
promotion, so that PeopleSupport can make appropriate staffing or other adjustments and so
that the parties may agree on appropriate Change Order(s), if necessary. All such notice and
forecasts will be deemed Clients confidential information subject to PeopleSupports
obligations as set forth in Section 7.C.
    
    Product Literature and Related Materials. Client will provide all information, sales and
product literature (including updates and/or modifications), and if applicable, samples and
any other materials related to Clients services and/or products, which are reasonably
necessary for PeopleSupport to provide the Services. PeopleSupport may copy all such
information, sales and product literature and other materials solely for purposes of providing
Services.D.
    
    Client-Provided Technology.If and to the extent specified in Exhibit A, Client will provide
any necessary hardware, software, telecommunication systems and similar materials
(collectively, the Client Provided Technology), and the right to use such Client Provided
Technology, solely in order to perform the Services, including as specified in Exhibit A:
 i)
    
    Software and hardware specific to Client (as defined in Exhibit A), including legacy
systems, terminal emulation and required applications not already part of PeopleSupports
infrastructure;ii)
    
    Maintenance for the Client-Provided Technology; andiii)
    
    All training materials and any additional training reasonably required by PeopleSupport
and approved by Client with respect to new or revised Client-Provided Technology.
 Client will be responsible for the installation of the Client-Provided Technology and for the
maintenance and repair of, and any changes, updates and upgrades to the Client-Provided
Technology. Client agrees to provide to PeopleSupport upon request copies of any licenses or
other legal requirements applicable to the Client-Provided Technology, and PeopleSupport agrees
to comply with all such licenses and other legal requirements. In the event it becomes
necessary as specified in any SOW or Change Order for Client to provide any additional
Client-Provided Technology, including increasing the scope of use of any licensed software,
Client will obtain and provide to PeopleSupport such additional Client-Provided Technology.E.
    
    Information Necessary for the Performance of Services.The information provided by Client to
PeopleSupport, as required hereunder, including necessary instructions for communications with
Clients prospective customers and/or customers, will be accurate to the best of Clients
knowledge and belief. Client will respond promptly and accurately to all reasonable requests
for such information made by PeopleSupport, and provide relevant new data and regular updates
of changes to data previously provided. PeopleSupport personnel will not make any
representations to any person that are inconsistent with the information provided by Client,
and PeopleSupport will be solely responsible for any misrepresentations made by its personnel
to the extent such misrepresentations are not contained in information provided by Client.
Without limiting the generality of the foregoing, Client agrees to provide necessary login
identification and passwords for any of its applications to be used by PeopleSupport as
specified in an applicable SOW or Change Order, within no more than two (2) business days
following PeopleSupports request. In addition, Client shall provide PeopleSupport with
reasonable access to any of its systems, software and files provided to PeopleSupport and/or
installed at PeopleSupports facilities. PeopleSupport shall be entitled to rely upon written
information or instructions received from authorized Client personnel, including those sent
electronically via email.5.
    
    JOINT OBLIGATIONS OF THE PARTIESA.
    
    Contact Person.Each Party will designate a single point of contact with the authority to
discuss and resolve day-to-day issues and the relations between the Parties relating to the
Services, such as the provision of information, reports, and the Client-Provided Technology.
Such contact person may be changed upon written notice to the other Party.B.
    
    Compliance with Law and Agreements.Each of the Parties will perform its obligations under
this Agreement in compliance with all applicable laws, ordinances and regulations, and will
obtain and maintain in full force and effect, any permits, licenses, consents, approvals and
authorizations necessary for the performance of its obligations hereunder. To the extent that
Client is responsible for the provision of information regarding its prospective customers
and/or customers, and the provision of scripts or other instructions to be followed by
PeopleSupport, Client will be responsible for confirming that such lists and/or instructions
comply with applicable law and that, by following Clients instructions, PeopleSupport is not
violating any law or regulation, and is not subject to any obligation to any third party.
PeopleSupport will be responsible for ensuring that its personnel follow all instructions from
authorized Customer personnel. To the extent that either Party requires the license or other
consent of a third party to provide software, data, materials, or other items to the other
Party hereunder, the Party providing such items shall have and maintain any such consent, in
substance and form reasonably acceptable to the other Party, and shall provide evidence of
such consent to the other Party, upon request.
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C.
    
    Further Documents and Cooperation.Each Party will execute such other documents, and provide
such cooperation as the other Party reasonably requests, in order to give full effect to the
provisions related to this Agreement, including, but not limited to, the provisions of this
Agreement related to the ownership of rights.D.
    
    Timeliness of Compliance.Any delay by a Party in the performance of its obligations will
extend the time for performance by the other Party of such of the other Partys obligations
that are affected by such delay by an amount of time reasonably required to compensate for
such delay.6.
    
    OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTSA.
    
    Pre-Existing and Independently Developed Works.Each Party will retain all rights in any
software, ideas, concepts, know-how, processes, development tools, techniques or any other
proprietary material or information that it owned or developed prior to the date of this
Agreement, or acquires or develops after the date of this Agreement without use or
incorporation of the intellectual property of the other Party.B.
    
    Clients Ownership Rights. As between PeopleSupport and Client, Client will own all
Client-Provided Technology and customer data provided and/or collected pursuant to the
performance of Services. During the term of this Agreement and/or the applicable SOW, Client
grants to PeopleSupport a non-exclusive license and right to use such Client-Provided
Technology and customer data, solely for purposes of the performance of Services.
PeopleSupport will not reproduce or distribute the Client-Provided Technology, or copy it to
any server or location for reproduction or distribution, for any other purpose whatsoever.
People Support may not reverse engineer, decompile or disassemble the Client-Provided
Technology. Subject to any third party rights or restrictions and the other provisions of
this Section, Client will own any deliverables that are specified to be owned by Client in the
applicable SOW, which: (i) are custom developed specifically for Client, and (ii) are paid for
by Client. PeopleSupport will deliver such Client-owned deliverables, and return all
Client-Provided Technology, to Client upon expiration or termination of this Agreement or the
applicable SOW.C.
    
    PeopleSupport Ownership Rights. PeopleSupport retains all right, title and interest in and to
all software development tools, know-how, methodologies, processes, technologies and/or
algorithms used in performing the Services which are based on trade secrets or proprietary
information of PeopleSupport or are otherwise owned or licensed by PeopleSupport. Insofar as
PeopleSupport is in the business of creating innovations in its industry, PeopleSupport will
be free to use any ideas, concepts, know-how and other intellectual property which are
developed or created solely by PeopleSupport in the course of performing the Services,
provided that PeopleSupport will not be permitted to incorporate any Client-Provided
Technology or other Client intellectual property therein or to create any derivative works of
Client-Provided Technology or other Client intellectual property. PeopleSupport will retain
ownership of any PeopleSupport-owned intellectual property rights as incorporated into
software or tools that are used in producing any deliverables, even if such ideas, concepts,
know-how or other intellectual property is used or embedded in such deliverables, provided
that Client is hereby granted a royalty-free, nonexclusive license to .such intellectual
property rights to the extent incorporated into any such deliverables. Client will not
reproduce or distribute the PeopleSupport intellectual property, or copy it to any server or
location for reproduction or distribution, for any purpose other than to make use of such
deliverables or otherwise in connection with its receipt of Services and the performance of
its obligations under this Agreement. Client may not reverse engineer, decompile or
disassemble the PeopleSupport intellectual property.D.
    
    Permitted Use of Marks.Each Party warrants and represents that it has full right, title and
interest in and to all trade names, trademarks, service marks, symbols and other proprietary
marks (Marks) which it provides to the other Party, if any, for use related to the Services,
and that any Marks provided by a Party will not infringe the marks of any third party. As
necessary for the performance of the Services, the providing Party grants to the other Party
the non-exclusive right to reasonably utilize the Marks solely in connection with the
performance of the obligations of the parties hereunder, including, but not limited to,
internally on signs or posters (e.g., to identify Clients part of a facility, if applicable,
or for internal promotions), in PeopleSupport newsletters, closed-circuit television and
training. Any specific use by PeopleSupport of Clients Marks shall be subject to Clients
written approval, which may be granted or withheld by Client in its sole discretion, and
PeopleSupport will adhere to any written guidelines for the use of Clients Marks that may be
promulgated by Client from time to time. Each Party agrees to use the other Partys Marks
only for the agreed-upon purposes. Upon reasonable request, the providing Party will provide
to the receiving Party, camera and/or video ready art, and/or digital tiff, eps or bitmap
files of the providing Partys Marks.7.
    
    CONFIDENTIALITYA.
    
    Confidentiality.Each Party, including such Partys employees, agrees to keep confidential the
other Partys confidential and proprietary information and not use it for any purpose other than to
perform its obligations under this Agreement. Each Party agrees that the following will be deemed
to have been received in confidence and will be used only for purposes of this Agreement: (i) all
information communicated to it by the other and identified as confidential, whether before or after
the Effective Date, (ii) all information identified as confidential to which it has access in
connection with the Services, whether before or after the Effective Date, (iii) all information,
whether or not so identified, that a reasonable businessperson would understand to be confidential
by reason of its nature or content; and (iv) the terms of this Agreement and the Parties rights
and obligations hereunder. Each Party agrees to use the same means as it uses to protect its own
confidential information, but in no event less than reasonable care, to prevent the disclosure and
to protect the confidentiality of the confidential information of the other Party. No such
information will be disclosed to third parties by the recipient Party without the prior written
consent of the disclosing Party; provided, however, that each recipient Party may disclose
confidential information of the
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B.
    
    Exceptions.Notwithstanding the other provisions of this Section, neither Party will be
prevented from disclosing the confidential information of the other Party (i) which, at the
time of disclosure, was in the public domain, (ii) which was lawfully disclosed on a
non-confidential basis by a third party who is not bound by a confidentiality agreement with
the other Party, (iii) which is disclosed with the other Partys prior written approval, or
(iv) in response to valid legal process, whether issued by a court or administrative or
regulatory body or for purposes of legal or regulatory compliance. If confidential
information of a Party is required to be disclosed by the other Party pursuant to a
requirement of a legal process or for purposes of legal or regulatory compliance, the Party
required to disclose the confidential information, to the extent possible, will provide the
other Party with timely prior notice of such requirement and will coordinate with such other
Party, at such other Partys expense, in an effort to limit the nature and scope of such
required disclosure, where appropriate. Upon the expiration or termination of this Agreement
for any reason, all such confidential information (and all copies thereof) owned by the
disclosing Party will be returned to the disclosing Party or will be destroyed, except that
any archival copies may be retained, subject to the continuation of the confidentiality
obligations hereunder.8.
    
    EVENTS OF DEFAULTSubject to any applicable notice and cure provisions, the following are Events of Default
under this Agreement, and give rise to the remedies set forth herein:A.
    
    Failure to Pay Amounts When Due.Clients failure to pay amounts payable hereunder when due
shall constitute an Event of Default. Client shall have ten (10) days after receipt of
written notice to cure any such payment default.The foregoing notwithstanding, PeopleSupport
shall have the right to suspend Services, without the provision of further written notice, if
Client fails to cure such payment default within such ten (10) day period.B.
    
    Failure of a Party to Perform Its Material Obligations.A Partys failure to substantially
perform any other material obligation under this Agreement, including any SOW, will constitute
an Event of Default. In the event that a Party fails to remedy such an Event of Default within
thirty (30) days after receipt of written notice thereof, the non-defaulting Party may suspend
or terminate the affected SOW, provided that, if such Event of Default cannot practicably be
cured within such thirty 30-day period and is susceptible to a cure, then the defaulting Party
will not be considered in default if it commences to cure within the initial thirty (30)-day
period and in good faith diligently and continuously proceeds to cure the default.C.
    
    Bankruptcy and Similar Proceedings.The following are additional Events of Default,
requiring no written notice or cure period, and the non-defaulting Party may terminate this
Agreement immediately in the event of any of them:
 i)
    
    The commencement of any involuntary proceeding in bankruptcy or insolvency under
federal or state law or the appointment of a receiver or an assignee for the benefit of
creditors for a substantial portion of a Partys assets which is not dismissed or
terminated within sixty (60) days after its initiation; orii)
    
    The commencement of any voluntary proceeding in bankruptcy or insolvency under federal
or state law, or the voluntary appointment of a receiver or an assignee for the benefit of
creditors; oriii)
    
    A Party ceases to do business in the normal course, or is unable to pay its debts when
they become due.
 9.
    
    LIMITED WARRANTY; DISCLAIMER; LIMITATION OF LIABILITY
 A.
    
    Limited Warranty. PeopleSupport agrees to perform the Services with a reasonable degree of
care, skill and competence, and in accordance with any and all performance objectives
established by the Parties in any SOW. PeopleSupports sole liability, and Clients sole
remedy under this limited warranty, will be as follows: (i) PeopleSupport will re-perform any
non-conforming Services within after receipt of notice from Client as to such non-conformance;
and (ii) in the event of *** or more months of such non-conformances under *** of the SOW
within *** month period (except where the applicable service level is measured on *** basis,
in which case the standard for termination is *** in any rolling *** period), Client may
terminate the affected SOW(s) or this Agreement without liability upon *** written notice to
PeopleSupport. Client will monitor Services in order to determine whether PeopleSupport has
met its warranty obligation hereunder. In the event Client does not provide notice to
PeopleSupport of such non-conformance within ninety (90) days after performance of Services,
such Services will be deemed finally accepted by Client.
 B.
    
    DISCLAIMER OF OTHER WARRANTIES. EXCEPT AS EXPRESSLY STATED HEREIN, THE SERVICES ARE
PROVIDED AS IS, AND PEOPLESUPPORT DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER
EXPRESS AND ANY IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM A COURSE OF
DEALING, USAGE OR TRADE PRACTICE. PEOPLESUPPORT DOES NOT WARRANT THAT THE SERVICES WILL BE
UNINTERRUPTED OR ERROR FREE, OR COMPLETELY SECURE, DESPITE THE REASONABLE PRECAUTIONS SET
FORTH IN THE APPLICABLE SOW.
 C.
    
    LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL,
INDIRECT, EXEMPLARY, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING UNDER OR
 
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RELATING TO THIS AGREEMENT IN ANY WAY, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA, LACK OF
SERVICES, OR LOSS OF REVENUES OR PROFITS, EVEN IF A PARTY HAS BEEN ADVISED, KNOWS OR SHOULD KNOW OF
THE POSSIBILITY OF THE FOREGOING. EXCEPT IN THE CASE OF ITS INDEMNITY OBLIGATIONS PURSUANT TO
SECTION 10 AND CLIENTS OBLIGATION TO PAY CHARGES PURSUANT TO THIS AGREEMENT, EACH PARTYS MAXIMUM
LIABILITY TO THE OTHER PARTY ARISING UNDER OR IN RELATION TO THIS AGREEMENT FOR ANY AND ALL CLAIMS,
LOSSES OR DAMAGES, AND REGARDLESS OF THE FORM OF ACTION (I) WILL BE LIMITED TO ***.
 10.
    
    INDEMNIFICATION
 A.
    
    Mutual Indemnification for Certain Third Party Claims.Each Party (Indemnifying
Party) agrees to indemnify, defend and hold harmless the other Party, including its
affiliates, and its and their respective shareholders, partners, members, directors, officers,
attorneys, representatives, employees, and agents, and its and their successors and permitted
assigns (collectively Indemnified Parties) from any and all third party suits and claims for
losses and threatened losses, including any criminal, administrative, or investigative action
or proceeding, arising from or in connection with, or based on allegations (i) arising out of
or based on the Indemnifying Partys breach of the obligations under Section 5(B) (Compliance
with Law); (ii) relating to the death or bodily injury of any person caused by the tortious
conduct of the indemnifying Party; (iii) the damage, loss or destruction or any real or
tangible personal property caused by the tortious conduct of the Indemnifying Party; or (vi)
asserting infringement of any third party intellectual property right by any patent,
copyright, trademark, service mark, trade name, trade secret or similar proprietary rights
regarding intellectual property (or license, access or use rights therein) provided by the
Indemnifying Party to the Indemnified Party under this Agreement including but not limited to
those items provided under Section 4(D) (Client-Provided Technology) and/or Section 4(E)
(Information Necessary for Performance of Services). People Support will, in addition,
indemnify, defend and hold harmless Client for any misrepresentations made by PeopleSupport
personnel to the extent such misrepresentations are not contained in or reasonably derived
from information provided by Client.
 B.
    
    Indemnification Procedure.Each Partys obligation to indemnify the other Party
pursuant to this provision will apply only to the extent that the Party seeking
indemnification: (i) promptly after receipt of notice of the commencement or threatened
commencement of any civil, criminal, administrative, or investigative action or proceeding
involving a claim in respect of which any of the Indemnified Parties will seek
indemnification, notifies the Indemnifying Party of such claim in writing; (ii) allows the
Indemnifying Party to control, and fully cooperates with the Indemnifying Party in the defense
of any such claim; and (iii) does not enter into any settlement or compromise in respect of
such claim without the Indemnifying Partys prior written consent. Failure to so notify the
Indemnifying Party of a claim will not relieve the Indemnifying Party of its obligations under
this Agreement except to the extent that it can demonstrate that it was prejudiced by such
failure.
 11.
    
    ADDITIONAL PROVISIONS
 A.
    
    Insurance.Prior to the commencement of Services to be performed hereunder and throughout
the Term of this Agreement and any SOW, each of the Parties will procure and maintain
commercially reasonable policies of liability and errors and omissions insurance, in such
forms as are appropriate based on the nature of the Services and the respective obligations of
the parties. During the Term of this Agreement, PeopleSupport will maintain, at its sole
expense, all appropriate insurance for its employees, including, required workers
compensation, disability, and unemployment insurance. In the event the Service includes the
offer or sale of products of or for Client, Client will be solely responsible for providing to
PeopleSupport evidence of reasonably appropriate product liability insurance, such as a
certificate of insurance naming Client and PeopleSupport as additional insured, as provided by
the applicable manufacturer, distributor or other seller of such product.
 B.
    
    Non-Solicitation of Employees.During the Term of this Agreement and for a period of ***
after the date of termination of this Agreement, neither Party will knowingly, directly or
indirectly, solicit any of the other Partys employees who, in any manner, have worked in the
provision of any of the Services. The use of general advertisements which do not target
certain employees or groups will not be construed to violate this provision.
 C.
    
    Relationship Between the Parties.PeopleSupport is engaged hereunder solely in the capacity
as an independent contractor, and no employment, partnership or joint venture relationship is
intended to be created hereby. In no event will either Party have the power to bind the other.
 D.
    
    Force Majeure and Other Delays.For purposes of this Agreement, a Force Majeure will mean a
cause outside of a Partys reasonable control including, without limitation, acts of God,
acts of war, revolution, riots, civil commotion, acts of a public enemy, terrorism, embargo,
acts of government in its sovereign capacity, strikes, lockouts, boycotts, fire, earthquakes,
floods or other natural disasters. Except for the payment of moneys when due and owing, to
the extent that a Party is unable to fulfill, in whole or part, its obligations hereunder,
where such inability arises by reason of an event of Force Majeure, or in the event a Party is
unable to perform its obligations due to the failure of the other Party to perform
 
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E.
    
    Governing Law and Interpretation.This Agreement will be deemed accepted by PeopleSupport in,
and governed by and construed in accordance with, the laws of *** without giving effect to its
conflicts of law provisions. As references to the term including or such as shall be
construed to mean including but not limited to, and shall not be deemed limiting. In any
case where consent is to be requested by a Party, such consent shall not be unreasonably
withheld or delayed.
 F.
    
    Waivers.Failure to enforce compliance with any term or condition of this Agreement will not
constitute a waiver of such term or condition of this Agreement or the right to subsequently
enforce such term or condition in the future.
 G.
    
    Severability.In the event that any provision of this Agreement is held or construed be
invalid by any arbitrator or court having jurisdiction over disputes related to this
Agreement, such provision will, if reasonable to do so, be restated to reflect as nearly as
possible the original intentions of the Parties in accordance with applicable law or, if not
reasonable to do so, be deemed to be excluded from this Agreement. In any event, all other
provisions of this Agreement will remain in full force and effect.
 H.
    
    Notices.Except as specifically provided elsewhere in this Agreement, all notices required or
permitted to be given by one Party to the other under this Agreement will be in writing and
will be sufficient if made by: (i) personal delivery; (ii) a commercial or overnight delivery
service with proof of delivery; or (iii) registered or certified mail, postage prepaid, return
receipt requested, to the Parties at the respective addresses set forth above or to such other
person or address as the Party to receive the notice has designated by notice to the other
Party. Notices shall be deemed given upon receipt or refusal of delivery.
 I.
    
    Press Release.Upon execution of this Agreement, neither Party may issue any press release
or other public statement regarding the execution of this Agreement without the prior written
approval of the other Party. Client acknowledges that PeopleSupport may refer to Client as a
customer in its customer lists for marketing purposes.
 J.
    
    [INTENTIONALLY LEFT BLANK].
 K.
    
    Entire Agreement and Integration.This Agreement, and the Exhibits and Attachments hereto
constitute the entire agreement between the Parties with respect to the subject matter of this
Agreement and supersede all prior agreements, discussions, proposals, representations or
warranties, whether written or oral on this subject matter. This Agreement, including any
SOWs, may not be modified except in writing signed by a duly authorized representative of the
Parties. References to this Agreement shall be construed to include applicable SOWs,
whether attached hereto as Exhibit A, or subsequently agreed upon by the parties and
referencing this Agreement.
 L.
    
    Arbitration.Any disputes or claims arising out of or from this Agreement shall be finally
settled by binding arbitration in ***, in accordance with the then-current rules and
procedures of the American Arbitration Association. The arbitration shall be adjudicated by
one (1) arbitrator mutually designated by the Parties or appointed by the American Arbitration
Association if the parties fail to so designate an arbitrator. Judgment on the award rendered
by the arbitrator may be entered in any court of competent jurisdiction. The Parties agree
that, any provision of applicable law notwithstanding, they will not request, and the
arbitrator shall have no authority to award punitive or exemplary damages against any Party or
any other relief in excess of the limitations set forth herein. Without limiting the
generality of this Section, any Party may seek temporary or preliminary injunctive relief in a
court of competent jurisdiction, but any request for permanent injunctive relief shall be
resolved by arbitration according to this Section. The arbitrator shall have the authority to
issue injunctive relief, including a permanent or final injunction, and such orders may be
confirmed as enforceable judgments in a court of competent jurisdiction. 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.
 M.
    
    Attorneys Fees. In any dispute arising under this Agreement each Party will bear its own
attorneys fees and other expenses associated with the resolution of the dispute; provided,
however, that PeopleSupport will be entitled to recover from the Client all reasonable
attorneys fees and other reasonable expenses associated with the collection from Client of
delinquent undisputed charges.
 N.
    
    Counterparts.This Agreement may be signed in multiple counterparts, each of which will be
considered an original, and all of which will be considered one and the same document. This
Agreement may be executed by facsimile signature.
 
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ACCEPTED BY:
    
    ACCEPTED BY:Vonage Holdings Corp. (Client)
    
    PeopleSupport, Inc. (PeopleSupport)***
    
    By: \s\ Caroline RookName: Caroline RookTitle: CFODate: April 15, 2004
 
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EXHIBIT A
   9




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*   CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED
AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION.
 Statement of Work No. 1
 for
 Vonage  Inbound Voice Support
 
 Presented by
 
 April 9, 2004  ver 1.0




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(VONAGE LOGO)
    

(PEOPLESUPPORT LOGO)
 Proprietary Statement
   PeopleSupport, Inc.
 Contact:
    
    ***Director of SalesCorporate
    
    1100 Glendon AvenueAddress:
    
    Suite 1250Los Angeles, CA 90024Telephone:
    
    ***Mobile
    
    ***Fax:
    
    (310) 824-6299Email:
    
    ***@PeopleSupport.com
 
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(VONAGE LOGO)
    
    (PEOPLESUPPORT LOGO)
 Table of Contents
 1 INTRODUCTION
    
    
    42 SOLUTION OVERVIEW
    
    
    52.1 Inbound Voice Support Processes
    
    
    52.2 Support Escalation Process
    
    
    52.3 Performance Objectives
    
    
    52.4 Volume Forecasting and Service Level Agreement
    
    
    62.5 Adjustment to Forecasts and Ramp-Up Processes
    
    
    72.6 PeopleSupport Operational Capacity Planning
    
    
    93 TRAINING
    
    
    103.1 Training Approach
    
    
    103.2 Ongoing Training after Live Date
    
    
    103.3 Staffing Profile and Training Timelines
    
    
    114 QUALITY ASSURANCE
    
    
    134.1 Quality Assurance Review Process
    
    
    135 TECHNOLOGY
    
    
    145.1 Technology Architecture and Specifications
    
    
    145.2 Voice Technology Support
    
    
    155.3 Data Connectivity
    
    
    165.4 Client Applications
    
    
    165.5 Reporting
    
    
    175.6 Escalation of Technology issues
    
    
    176 TIMELINE, RESOURCES AND ASSUMPTION
    
    
    186.1 Client Project Team
    
    
    186.2 Assumptions
    
    
    196.3 Change Management and Change Control
    
    
    19APPENDIX A  PRICING
    
    
    22APPENDIX B  TECHNICAL ESCALATION PROCEDURES
    
    
    25
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(VONAGE LOGO)
    
    (PEOPLESUPPORT LOGO)
 1 Introduction
  Overview of PeopleSupport Services
  Program Overview
Voice Operations
 Operating Model
    
    OutsourcedSolutions and Services
    
    Inbound Voice SupportVoice Support:PeopleSupport Support Hours
    
    ***Voice Support: 1) *** of calls Answered Within *** 2 *** abandonment rate 3) *** scores to meet or *** 4) *** ratio of *** or*** or*** at least***Service Level Agreements
    
     5) *** on peoplesupport*** to*** or*** 6) network and technical uptime of*** on an*** basis 7)*** rate not to exceed*** annualy 8) Average*** less than*** 9)*** rate of*** or higherClient Operating Hours
    
    24/7Languages Supported
    
    EnglishClient Application Platforms
    
    Client Provided Web Applications: ***
 
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(VONAGE LOGO)
    
    (PEOPLESUPPORT LOGO)
 2 Solution Overview
  Program
    
    Systems Used
    
    Tasks
    
    Touch PointsCRM
    
    Ø ***
    
    Ø ***
    
    Ø Inbound Voice
 2.1 Inbound Voice Support Processes
   
  2.2 Support Escalation Process
  2.3 Performance Objectives
  
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(VONAGE LOGO)
    
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  Ø Inbound Voice SLAs Measured on a Monthly Basis except as noted
 
    
    1)*** of calls Answered Within*** of calls***
    
    2)*** abandonment Rate
    
    3)*** scores to*** or*** and at***
    
    4)*** ratio of at least*** and*** at least*** other***
    
    5)*** on peoplesupport*** to***
    
    6) network and technical uptime of*** measured***
    
    7)*** rate not to exceed*** annually
    
    8) Average*** less than***
    
    9)*** rate of*** or higher
   Definitions
 Abandonment Rate:
 Total Calls Abandoned:
 Quality Score:
 Sales Retention:
 Network and Technical Uptime:
 Attrition Rate:
 Occupancy Rate:
 
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(VONAGE LOGO)
    
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 2.4 Volume Forecasting and Service Level Agreement
    
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(VONAGE LOGO)
    
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 2.5 Adjustment to Forecasts and Ramp-Up Processes
  2.5.1 Substantial Volume Increases
  a)
    
    To facilitate the appropriate collection of human and technical resources to handle a
Substantial Volume Increase, Client must provide reasonable notice to PeopleSupport, but in
no case less than *** written notice before the start of the Substantial Volume
Increase. The proposed Substantial Volume Increase requirements shall be reasonable under
the circumstances and the available resources and technical infrastructure.b)
    
    PeopleSupport will present Client with a Change Order outlining a detailed capacity
ramp up plan (Ramp up Plan) for Clients approval. Client must approve the capacity plan
and the terms of the Change Order before PeopleSupport commences with the ramp up.c)
    
    Performance goals shall be as defined in section 2.3 for a ramp-up period.
 2.5.2 Volume Decreases
  2.5.3 Forecasts for Special Promotions and Advertising
  
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(VONAGE LOGO)
    
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  2.6 PeopleSupport Operational Capacity Planning
  
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(VONAGE LOGO)
    
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 3 Training
  3.1 Training Approach
    
    
    Utilize the Client trainers and facility for the Train-the-Trainer session.
    
    Provide instructors with extensive background in customer service, technical support, and sales, as well as stand up
classroom training experience.
    
    Provide customer service, sales and communications training, Client product/program training and pre-certification of
agents prior to performing support for Client.
    
    Establish a training and QA structure that supports Clients program requirements.
    
    Create a separate training environment that resembles the live Client environment, including individual workstations
equipped with Clients applications.
  3.2 Ongoing Training after Live Date
  
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(VONAGE LOGO)
    
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   ̈ ***
    
     ̈ ***
    
     ̈ *** ̈ ***
    
     ̈ ***
    
     ̈ ***
    3.3 Staffing Profile and Training Timelines
  
    
    ***
    
    *** .
    
    ***
    
    ***
    
    ***
    
    ***
   ***
    
    ***
    
    ***
    
    ***
    
    ***
    
    ******
    
    ***
    
    ***
    
    ***
    
    ***
    
    ******
    
    ***
    
    ***
    
    ***
    
    ***
    
    ******
    
    ***
    
    ***
    
    ***
    
    ***
    
    ***
  
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(VONAGE LOGO)
    
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 4 Quality Assurance
  
    
    A Quality Assurance program designed for the Clients program. Program format will be mutually agreed upon.
 
    
    A dedicated Quality Assurance (QA) team who together with an eReps supervisor will conduct QA monitoring.
 
    
    Weekly voice coaching calibrations between PeopleSupport QA/Operations Team and the Client.
 
    
    The frequency of monitoring will be commensurate with individual eRep performance scores.
 
    
    Development of action plan for agents/teams that fall below the Client QA standard.
 
    
    A Best Practices Training manual
 
    
    A program and eRep score card providing metrics and performance against goals
  4.1 Quality Assurance Review Process
    
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(VONAGE LOGO)
    
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 Technology
 5.1 Technology Architecture and Specifications
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(VONAGE LOGO)
    
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  5.2 Voice Technology Support
  
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(VONAGE LOGO)
    
    (PEOPLESUPPORT LOGO)
 
 Function Name
    
    Toll Free Number
    
    Routing***
    
    ***
    
    ******
    
    ***
    
    ***
      5.3 Data Connectivity
  5.4 Client Applications
  
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(VONAGE LOGO)
    
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  5.5 Reporting
    5.6 Escalation of Technology issues
  
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(VONAGE LOGO)
    
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 6 Timeline, Resources and Assumption
  ***
    
    
    
    ***
    
    ******
    
    ***
    
    ***
    
    ******
    
    ***
    
    ***
    
    ******
    
    ***
    
    ***
    
    ******
    
    ***
    
    ***
    
    ******
    
    ***
    
    ***
    
    ******
    
    ***
    
    ***
    
    ******
    
    ***
    
    ***
    
    ******
    
    ***
    
    ***
    
    ******
    
    ***
    
    ***
    
    ******
    
    ***
    
    ***
    
    ******
    
    ***
    
    ***
    
    ******
    
    ***
    
    ***
    
    ***
 6.1 Client Project Team
  
    
    Client and PeopleSupport will make appropriate personnel available to each other on a
timely basis, including a single point of contact with authority to make decisions, discuss
and resolve day-to-day issues, to assist in completing deliverables and for coordinating
additional resources and sign-off as required.
    
    Client and PeopleSupport will assign a technical resource to the project to oversee the
connectivity, application access and voice/data network integration projects.
  
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(VONAGE LOGO)
    
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  6.2 Assumptions
 
 
 
 6.3 Change Management and Change Control
    
    
    Changes to the technical architecture defined in this SOW
 
    
    Custom report development outside of initial report requirements
 
    
    Telecom programming outside of what is defined in this SOW
 
    
    Significant operation process changes
 
    
    Support for new touchpoints
 
    
    Additional training required
  
    
    PeopleSupport provides *** and call monitoring capability for all of its locations used to provide
Services to Client. This monitoring is password protected and can be conducted anytime and from anywhere
without the need for prior arrangement with PeopleSupport. Client will be provided with the ability for live
call monitoring capability by dialing into PeopleSupports PBXs. PeopleSupport represents and
warrants that such call monitoring capability and PeopleSupports provision of it comply with all applicable
laws in all material respects and that PeopleSupport has obtained, or will obtain prior to the use of such
capability, any requisite consent to such monitoring.
 
    
    PeopleSupport will review all agent and supervisor incentive programs provided by PeopleSupport with client
 
    
    Agents are to be *** to Client, subject to Minimum Monthly Fees payment by Client
 
    
    Client has the right to review and audit once a year all documents and records of PeopleSupport directly
related to Services rendered under this agreement or reasonably requested by Client for purposes of
determining PeopleSupports meeting of service level
 
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(VONAGE LOGO)
    
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  
    
    *** .
    
    PeopleSupport will provide the following computer and network systems recovery mechanisms:
     
    
    PeopleSupports standard reports are described in Appendix C attached hereto and are included at no additional charge. The
parties will use the Change Order process to modify Appendix C as necessary.
 
    
    At a minimum, the following ratios will be maintained for the clients account  *** .
 
    
    PeopleSupport voice equipment utilizes *** technologies. Facilities in the Philippine are equipped with *** .
 
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(VONAGE LOGO)
    
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  Vonage***Signature***Print NameSenior Vice PresidentTitle4/9/04DatePeopleSupport, Inc.\s\ Caroline RookSignatureCaroline RookPrint NameCFOTitle4/15/04Date
 
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(VONAGE LOGO)
    
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 Appendix A  Pricing
 SERVICE
    
    PRICELIVE VOICE SERVICE, Phone***
    
    ******
    
    ***
 
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 ******
    
    ******
    
    ******
    
    ******
    
    ************
 
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 ************
    
    ******
    
    ******
    
    *********
    
    ***
 ***
    
    ******
    
    ******
    
    ******
    
    ******
    
    ***
 
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(VONAGE LOGO)
    
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 Appendix B  Technical Escalation Procedures
 Primary Technical Contacts
   Client Technical Escalation Information
 ***
    
    ***
    
    ***
    
    ***
    
    ***
    
    ***
    
    ***
  ***
    
    ***
    
    ***
    
    ***
    
    ***
    
    ***
    
    ******
    
    ***
    
    ***
    
    ***
    
    ***
    
    ***
    
    ***
 
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(VONAGE LOGO)
    
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 Purpose and Scope
  Statement of Work (SOW),
  Event Notification
   Client Technical Support
  Monitoring Services
  
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(VONAGE LOGO)
    
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  
    
    Hardware malfunctions
    
    Server uptime
    
    File System and Space utilization
    
    CPU utilization
    
    Memory utilization
    
    Application Service availability
    
    Wide-Area network uptime
    
    Intrusion Detection and logging
  Problem Categories and Priorities
    
    
    ***
 
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(VONAGE LOGO)
    
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  Problem Resolution Response Times
  ***
    
    ***
    
    ******
    
    ***
    
    ******
    
    ***
    
    ******
    
    ***
    
    ******
    
    ***
    
    ***
   ***
    
    ***
    
    ******
    
    ***
    
    ******
    
    ***
    
    ******
    
    ***
    
    ******
    
    ***
    
    ***
  Escalation and Problem Resolution Procedures
 Ø
    
    If the Source of the Problem is External to PeopleSupport
 
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(VONAGE LOGO)
    
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 external
 A)
    
    Client shall notify the PeopleSupport Helpdesk immediately upon noticing the outage.B)
    
    PeopleSupport will troubleshoot the problem as appropriate to determine the impact of
the problem to systems and networks under the control of PeopleSupport. If the problem is
as a result of systems and facilities outside the control of PeopleSupport, Client shall
assign a designated resource to PeopleSupport to address the problem within a mutually
agreed upon timeframe.C)
    
    PeopleSupport shall contact Clients designated support staff to inquire about the
problem periodically until the problem is resolved. Clients designated support entity
must be listed at the beginning of this document.D)
    
    Clients designated support staff shall respond to PeopleSupport inquiries with timely
updates in 60-minute intervals until the problem is resolved.E)
    
    In the event of a technical problem with Clients call tracking system, email
management system, or any Client system directly used by PeopleSupport eReps, problems may
have a direct impact on PeopleSupports ability to meet the agreed upon service levels. In
such cases, PeopleSupport reserves the right to waive the agreed upon Service Level
measures or customer care as long as the problem remains unresolved by the Client.
 Ø
    
    If the Source of the Problem is Internal to PeopleSupport
 internal
 A)
    
    Client shall contact the PeopleSupport Helpdesk to report an exact detail of the
problem as soon as Client notices the problem. A PeopleSupport Helpdesk Analyst will
receive the call and open a ticket for the problem under an assigned priority. In the
event that an Analyst is not reachable, a voice mail or Page may be left for the on-call
support analyst at PeopleSupport. The Helpdesk shall return all voice mails and pages
within 30 minutes.B)
    
    PeopleSupport Analysts will troubleshoot the problem as appropriate to determine if
the problem is related to systems and networks under the control of PeopleSupport. If the
problem is as a result of systems and facilities under the control of PeopleSupport, a
designated resource from PeopleSupport will be assigned to address the problem.C)
    
    PeopleSupport Analyst shall notify Clients designated point of contact immediately
upon noticing an outage.D)
    
    PeopleSupport Analyst shall provide Client with updates in 60-minute intervals until
the problem is resolved.E)
    
    In the event of a major catastrophic impact to Clients operation at PeopleSupport
caused by systems under PeopleSupports direct control, PeopleSupport shall exercise the
Clients agreed to Disaster Recovery plan to resolve the problem.
 Scheduled Maintenance Policy
  
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 ***
    
    ***
    
    ******
    
    ***
    
    ******
    
    ***
    
    ******
    
    ***
    
    ***
  Modification of Escalation Procedures
  
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(VONAGE LOGO)
    
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 Appendix C  REPORTING
   ***
    
    ******
    
    ******
    
    ******
    
    ******
    
    ******
    
    ******
    
    ******
    
    ***
 
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(VONAGE LOGO)
    
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  ***
    
    ***
    
    ******
    
    ***
    
    ******
    
    ***
    
    ******
    
    ***
    
    ***
    
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