Exhibit 10.18


 


MASTER SERVICES AGREEMENT


This Master Services
Agreement (the Agreement), effective May 5,
2005 (the Effective Date), is between VONAGE NETWORK INC., a Delaware corporation with a place of
business at 2147 Route 27, Edison, New Jersey 08817 (Customer),
and SYNCHRONOSS TECHNOLOGIES, INC., a
Delaware corporation with a place of business at 1525 Valley Center Parkway,
Bethlehem, PA 18017 (Synchronoss).  The parties agree as follows:


1.  DEFINITIONS.


Deliverable
means any work product resulting from the Services that is specifically
identified in a Statement of Work and delivered to Customer by Synchronoss.


Services  means
the services defined in the applicable Statement of Work.


Statement of Work
means any written work statement executed by the parties and containing such
information as generally illustrated in Exhibit  A attached
hereto.


2.  SERVICES.


2.1  Engagement.  This Agreement will be implemented through
one or more Statements of Work executed by the parties from time to time, and
provides the terms and conditions applicable to all Statements of Work.  Any modification of these terms and
conditions within a Statement of Work will apply only to that Statement of Work
in which the modification is set forth. 
Synchronoss will report to the Customer contact so designated in the
applicable Statement of Work.


2.2  Services.  Synchronoss agrees to undertake the Services
and to use commercially reasonable efforts to complete the Services in
accordance with the descriptions and schedules specified therein.


2.3  Cooperation.  Customer acknowledges that the Services may
be performed in cooperation with Customer personnel.  Customer will furnish to Synchronoss such (a)
descriptions, specifications, materials, data and other information (Customer Information), (b)
cooperation, technical assistance, resources and support, and (c) access to
Customer’s equipment, systems and networks, as reasonably necessary or
appropriate to perform the Services. 
Customer hereby grants Synchronoss a nonexclusive and royalty-free right
and license to use the Customer Information solely for the purpose of
performing the Services.


2.4  Problems.  If Customer (or its third party licensors or
vendors) fails to fulfill any of its responsibilities in a timely manner under
Section 2.3 for any reason (including without limitation, changes, errors or
omissions in Customer Information), which delays provision of the Services or
results in additional costs, then Synchronoss may act as it deems prudent to
mitigate such effects.  In such event,
Customer agrees (a) to pay Synchronoss its reasonable additional costs and (b)
that any delivery dates, milestones or other time limits specified for
Synchronoss’s performance shall be appropriately extended.


3.  PROPRIETARY RIGHTS.


3.1  Customer Information.  Customer represents and warrants that it owns
all right title and interest, or possesses sufficient license rights, in and to
the Customer Information as may be necessary to authorize the use thereof
contemplated by this Agreement.  Except
for the limited rights and licenses expressly granted hereunder concerning the
Customer Information, no other license is granted, no other use is permitted
and Customer shall retain all right, title and interest in and to all Customer
Information (including all intellectual property and proprietary rights
therein).


3.2  Deliverables.  Unless otherwise agreed by the parties in
writing, Synchronoss shall own all right, title and interest (including all
intellectual property and other proprietary rights) in and to the
Deliverables.  Upon payment in full
therefor, Synchronoss agrees to grant Customer a nonexclusive, nontransferable
right and license (without right to sublicense) to use such Deliverable
internally, subject to any other rights or restrictions set forth in the
Statement of Work.  Except for the
limited rights and licenses expressly granted hereunder concerning the
Deliverables, no other license is granted, no other use is permitted and
Synchronoss (and its licensors) shall retain all right, title and interest in
and to all Deliverables (including all intellectual property and proprietary
rights therein).


3.3  Restrictions.  Except as expressly permitted in this
Agreement, Customer shall not directly or indirectly (a) use any
Synchronoss Confidential Information to create any software or documentation
that is similar to any Deliverable, (b) disassemble, decompile, reverse
engineer or use any other means to attempt to discover any source code or
underlying ideas, algorithms or organization of any Deliverable (only to the
extent these restrictions are expressly prohibited by applicable statutory
law), (c) encumber, sublicense, transfer or distribute any Deliverable, (d)
copy, create derivative works of or otherwise modify any Deliverable or
(e) permit any third party to do so. 
Customer will promptly notify Synchronoss in writing of any unauthorized
use, reproduction or distribution of any Deliverable.


4.  CONFIDENTIALITY.


4.1  Scope.  The term Confidential Information
means all trade secrets, know-how, inventions, developments, software and other
financial, business or technical information that are disclosed by or for a
party in relation to this Agreement (including all copies, analyses and
derivatives thereof) and which are marked or otherwise identified as proprietary
or confidential at the time of disclosure. 
If the 


 






Pages where confidential
treatment has been requested are stamped, “Confidential Treatment Requested”
and the redacted material has been separately filed with the Commission. All
redacted material has been marked by three asterisks (***).


1

















Confidential Information is provided orally, it shall be deemed to be
confidential and proprietary if within ten (10) days after such oral
disclosure, the disclosing party provides written notice (which may be in
electronic form) to the receiving party identifying the Confidential
Information, and indicating the oral communication shall be deemed Confidential
Information.  Confidential Information
shall not include any information that the receiving party can demonstrate is
(a) rightfully furnished to it without restriction by a third party without
breach of any obligation to the disclosing party, (b) generally available to
the public without breach of this Agreement or (c) independently developed by
it without reliance on such information. 
All Deliverables and pricing information are deemed to be Synchronoss’s
Confidential Information when marked as such.


4.2  Confidentiality.  Except for the specific rights granted by
this Agreement, the receiving party shall not possess, access, use or disclose
any of the other’s Confidential Information without its written consent, and
shall take the same measures to prevent disclosure of Confidential Information
as it takes to protect its own Confidential Information, and no event take less
than commercially reasonable efforts. 
Each party shall transmit Confidential Information only to persons who
have a need to know such information in furtherance of this Agreement.  Confidential Information may be disclosed to
either party’s and its Affiliates’ (defined as a person or entity that
directly, or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, the party) officers and
employees, and professional advisors, without the prior consent of the other
party, only if such persons (i) are advised of this Agreement and (ii) have
signed written confidential agreements containing terms substantially similar
to those contained in this Section 4. 
Each party shall be responsible for any breach of confidentiality by its
employees and contractors.  Promptly
after any termination of this Agreement (or at the disclosing party’s request
at any other time), the receiving party shall return all of the other’s
tangible Confidential Information, permanently erase all Confidential
Information from any storage media and destroy all information, records and
materials developed therefrom.  Each
party may disclose only the general nature, but not the specific terms, of this
Agreement without the prior consent of the other party; provided,
either party may provide a copy of this Agreement or otherwise disclose its
terms in connection with any financing transaction or due diligence inquiry.


5.  PAYMENTS.


5.1  Fees and Expenses.  Customer agrees to pay Synchronoss fees in
the amounts and at the times specified in the applicable Statement of
Work.  Subject to reasonable
documentation, Customer agrees to reimburse Synchronoss for its costs and
expenses in excess of [...***...] in any one (1) month, reasonably incurred in
providing the Services; provided,
that all such expenses must be approved in advance by Customer.


5.2  Payment Terms.  Unless
specified otherwise, all amounts due hereunder shall be paid within 30 days
after invoice in US dollars at Synchronoss’s address (or, at its option, to an
account specified by Synchronoss).  Any
amount not paid when due shall bear a late payment charge, until paid, at the
rate of 0.5% per month or the maximum amount permitted by law, whichever is
less.  Customer agrees to reimburse
Synchronoss for all costs (including attorneys’ fees) incurred if it institutes
an action to collect late payments.


5.3   Taxes.  All payments required by this Agreement are
exclusive of federal, state, local and foreign taxes, duties, tariffs, levies,
withholdings and similar assessments (including without limitation, sales
taxes, use taxes and value added taxes), and Customer agrees to bear and be
responsible for the payment of all such charges, excluding taxes based upon
Synchronoss’s net income.


6. WARRANTY AND DISCLAIMERS.


6.1  Services.  Synchronoss warrants that the Services will
be performed in a professional and workmanlike manner.  Any warranty claim under this Section 6.1 (“Services Warranty Claim”) must be
made in writing within 30 days after performance of the nonconforming
Service.  Synchronoss’s sole obligation
and Customer’s exclusive remedy in respect thereof is to promptly and in a
commercially reasonable time period, reperform the nonconforming Service or, at
Synchronoss’s reasonable discretion, to terminate this Agreement in respect of
the nonconforming Service and refund to Customer the fees paid therefor.


6.2  Deliverables.  Synchronoss warrants that, as delivered, the
Deliverables will materially comply with the specification therefor described
in the applicable Statement of Work.  Any
warranty claim under this Section 6.2 (“Deliverables Warranty
Claim”) must be made in writing within thirty (30) days after
delivery of the Deliverable. 
Synchronoss’s sole obligation and Customer’s exclusive remedy in respect
thereof is to use reasonable efforts to promptly and in a commercially
reasonable time period, revise, repair or replace the nonconforming Deliverable
or, at Synchronoss’s reasonable discretion, to accept return of the
nonconforming Deliverable and refund to Customer the fees paid for such
Deliverable.


6.3
Disclaimers. EXCEPT AS SPECIFICALLY STATED HEREIN, THE
DELIVERABLES AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY
KIND.  SYNCHRONOSS DOES NOT WARRANT
THAT:  THE DELIVERABLES WILL MEET
CUSTOMER’S REQUIREMENTS; OPERATION OF THE DELIVERABLES WILL BE UNINTERRUPTED OR
ERROR-FREE; OR ANY ERRORS WHICH MAY BE CONTAINED IN THE DELIVERABLES CAN OR
WILL BE FIXED. TO THE FULLEST EXTENT PERMITTED BY 


 






*** Confidential Treatment Requested


 


2

















LAW, SYNCHRONOSS HEREBY DISCLAIMS ALL OTHER
WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE
DELIVERABLES AND SERVICES INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES
OF ACCURACY, INTEGRATION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE
AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR
USAGE OF TRADE.


7.  INDEMNIFICATION.


7.1  Infringement.  Except as provided below, Synchronoss shall
(i) defend Customer against any claim by a third party that any Deliverable
infringes a patent, or any copyright or trade secret, of such third party and
(ii) indemnify Customer for settlement amounts or damages, liabilities, costs
and expenses (including reasonable attorneys’ fees) finally awarded and arising
out of such claim; provided,
that (a) Customer promptly provides Synchronoss written notice thereof and
reasonable cooperation, information, and assistance in connection therewith,
and (b) Synchronoss shall have sole control and authority to defend,
settle or compromise such claim.  If any
Deliverable becomes or, in Synchronoss’s opinion, is likely to become the
subject of any injunction preventing its use as contemplated herein,
Synchronoss may, at its option (1) obtain for Customer the right to continue
using such Deliverable or (2) upon Customer’s prior written approval (such
approval not to be unreasonably delayed or withheld), replace or modify such
Deliverable so that becomes non-infringing without substantially compromising
its principal functions.  If (1) and (2)
are not reasonably available to Synchronoss, then it may (3) terminate this Agreement
upon written notice to Customer and, after return of the Deliverable, refund to
Customer the depreciated value of such Deliverable (calculated as the fees paid
therefor, amortized on a straight-line basis over a 3 year period from
delivery).


7.2  Exclusions.  Synchronoss shall have no liability or
obligation to Customer hereunder with respect to any claim based upon (a) any
use of the Deliverable not strictly in accordance with this Agreement, (b) use
of any Deliverable in an application or environment or on a platform or with
devices for which it was not designed or contemplated, (c) alterations,
combinations or enhancements of the Deliverable not created by Synchronoss, (d)
that portion of any Deliverable which implements Customer’s requirements, (e)
Customer’s continuing allegedly infringing activity after being notified
thereof or its continuing use of any version of the Deliverable after being
provided modifications that would have avoided the alleged infringement or (f)
any intellectual property right in which Customer or any of its affiliates has
an interest.


7.3  Entire Liability.  The foregoing states the entire liability of
Synchronoss, and Customer’s exclusive remedy, with respect to any actual or
alleged violation of intellectual property rights by any Deliverable or any
part thereof or by its use or operation.


8.  LIMITATION OF LIABILITY.


EXCEPT IN THE CASE OF DEATH, BODILY INJURY OR FRAUD OR
TO THE EXTENT THAT ANY EXCLUSION OR LIMITATION OF LIABILITY IS VOID, PROHIBITED
OR UNENFORCEABLE BY APPLICABLE LAW, AND EXCEPT FOR ANY BREACH OF THE
OBLIGATIONS SET FORTH IN SECTION 4, IN NO EVENT SHALL EITHER PARTY BE LIABLE
CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY
CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR
OTHERWISE), FOR ANY (A) MATTER BEYOND ITS REASONABLE CONTROL, (B) LOSS OF DATA,
LOSS OR INTERRUPTION OF USE OF THE DELIVERABLE OR SERVICE, OR COST OF PROCURING
SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES, (C) INDIRECT, PUNITIVE,
INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING,
BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL OR (D)
DIRECT DAMAGES, IN THE AGGREGATE, IN EXCESS OF THE AMOUNTS PAID TO IT (IN THE
CASE OF SYNCHRONOSS) OR AMOUNTS PAYABLE BY IT (IN THE CASE OF CUSTOMER) HEREUNDER
WITH RESPECT TO THE SERVICE OR DELIVERABLE THAT GAVE RISE TO THE CLAIM DURING
THE 12-MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION AROSE, EVEN IF SUCH
PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THESE LIMITATIONS ARE INDEPENDENT FROM ALL
OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE
OF ANY REMEDY PROVIDED HEREIN. 
NOTWITHSTANDING THE FOREGOING, THE LIMITATION IN SECTION 8(D) SHALL NOT
APPLY IN RESPECT OF THE COST OF ANY DEFENSE THAT IS CONDUCTED UNDER SECTION
7.1(I) OR THE AMOUNT OF ANY AWARD OR SETTLEMENT THAT IS PAYABLE UNDER
SECTION 7.1(II).


9.  TERM AND TERMINATION.


9.1  Term.  This Agreement shall commence on the
Effective Date and continue in effect until the earlier of (a) expiration or
termination of all Statements of Work or (b) the third anniversary of the
Effective Date.


9.2  Convenience.  Subject to any other requirements set forth
in the applicable Statement of Work, Customer may terminate any Statement of
Work at any time for its convenience upon at least 90 days prior written
notice to Synchronoss; provided,
that together with such notice, Customer pays Synchronoss any amount then
payable or past due.  After receipt of
such notice and payment, Synchronoss shall commence winding down its
performance of Services under the applicable Statement of Work in an orderly
manner, and Customer shall remain liable to pay for Synchronoss’s efforts and
non-cancelable expenses incurred prior to the effective date of termination.


9.3  Cause.  This Agreement may be earlier terminated (in
whole, or in respect of any Statement of Work) by 


 


3

















either party (a) if the other party materially breaches a provision of
this Agreement and fails to cure such breach within 30 days (10 days in the
case of any non-payment) after receiving written notice of such breach from the
non-breaching party or (b) immediately upon written notice, if the other party
makes any assignment for the benefit of creditors, or a receiver, trustee in
bankruptcy or similar officer is appointed to take charge of any or all of the
other party’s property, or the other party seeks protection under any
bankruptcy, receivership, trust deed, creditors arrangement, composition or
comparable proceeding or such a proceeding is instituted against the other
party and is not dismissed within 90 days, or the other party becomes insolvent
or, without a successor, dissolves, liquidates or otherwise fails to operate in
the ordinary course.


9.4  Effects of Termination.  Upon expiration or termination of this
Agreement for any reason, all rights, obligations and licenses of the parties
hereunder shall cease, except that (a) Customer’s liability to pay for Services
performed (and non-cancelable expenses incurred) prior to the termination date
shall not be extinguished, and shall become due and payable on the termination
date, (b) all other obligations that accrued prior to the effective date of
termination and remedies for breach of this Agreement shall survive any termination
and (c) the provisions of Sections 3 (Proprietary Rights), 4 (Confidentiality),
5 (Payments), 6 (Warranty and Disclaimers), 7 (Indemnification), 8 (Limitation
of Liability), 10 (General Provisions) and this Section 9 shall survive.


10.  GENERAL PROVISIONS.


10.1  Entire Agreement.  This Agreement (including any applicable
Statements of Work) constitutes the entire agreement between the parties with
regard to, and supersedes all prior negotiations, understandings or agreements
(oral or written) between the parties relating to, the subject matter of this
Agreement (and all past dealing or industry custom).  Any inconsistent or additional terms on any
related purchase order, confirmation or similar form, even if signed by the
parties after the date hereof, shall have no force or effect under this
Agreement.  This Agreement may be
executed in one or more counterparts, each of which is an original, but
together constituting one and the same instrument.  Execution of a facsimile copy shall have the
same force and effect as execution of an original, and a facsimile signature
shall be deemed an original and valid signature.  No changes, modifications or waivers may be
made to this Agreement unless in writing and signed by both parties.  The failure of either party to enforce its
rights under this Agreement at any time for any period will not be construed as
a waiver of such rights.  Except as
specifically provided otherwise, each right and remedy in this Agreement is in
addition to any other right or remedy, at law or in equity, and the exercise of
one right or remedy will not be deemed a waiver of any other right or
remedy.  If any provision of this
Agreement is determined to be illegal or unenforceable, that provision will be
limited or eliminated to the minimum extent necessary so that this Agreement
will otherwise remain in full force and effect and enforceable.


10.2  Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of New York, without regard
to its conflicts of law provisions or any rule that would cause the application
of the laws of any other jurisdiction. 
The sole jurisdiction and venue for actions related to this Agreement
will be the state or federal courts located in New York, and both parties
consent to the jurisdiction of such courts with respect to any such
action.  In any action or proceeding to
enforce or interpret this Agreement, the prevailing party will be entitled to
recover the costs and expenses (including reasonable attorneys’ fees) that it
incurred in connection with such action or proceeding and enforcing any
judgment or order obtained.


10.3  Relief.  Each party agrees that, in the event of any
breach or threatened breach of Section 3 or 4, the non-breaching party will
suffer irreparable damage for which it will have no adequate remedy at
law.  Accordingly, the non-breaching
party shall be entitled to injunctive and other equitable remedies to prevent
or restrain, temporarily or permanently, such breach or threatened breach,
without the necessity of posting any bond or surety.  Such remedies shall be in addition to any
other remedy that the non-breaching party may have at law or in equity.


10.4   Notices.  All notices under this Agreement will be in
writing, in English and will be deemed to have been duly given when received,
if personally delivered; when receipt is electronically confirmed, if
transmitted by facsimile or e-mail; the day after being sent, if sent for next
day delivery by recognized overnight delivery service; or upon receipt, if sent
by certified or registered mail, return receipt requested.


10.5  Assignment.  This Agreement and the rights and obligations
hereunder may not be assigned or otherwise transferred by either party without
the prior written consent of the other, except that either party (without
consent) may assign its rights and obligations hereunder to any of its
Affiliates or to any successor to all or substantially all of its business that
concerns this Agreement (whether by sale of stock or assets, merger,
consolidation or otherwise).  Any
attempted transfer in violation hereof will be void and of no effect.  Synchronoss may also subcontract performance
of any Service.  This Agreement will be
binding upon, and inure to the benefit of, the successors, representatives, and
permitted assigns of the parties.


10.6  Independent Contractors.  The parties shall be independent contractors
in their performance under this Agreement, and nothing contained herein will
constitute either party as the employer, employee, agent or representative of
the other party, or both parties as joint venturers or partners for any
purpose.


 


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10.7  No Interference.  During the farm of this Agreement and for 1
year thereafter, neither party will directly or indirectly recruit, employ or
retain any employee of the other party, or otherwise solicit, induce or
influence any employee to leave their employment with the other party, or
attempt to do so, except with the other party’s written consent.


10.8  Publicity.  Within 30 days after the Effective Date, the
parties (jointly or separately, as the parties may decide) shall issue a press
release approved by both parties (such approval not to be unreasonably delayed
or withheld) concerning the arrangements in this Agreement.  During the term of this Agreement, each party
authorizes the other to include its name and logos in partner listings that may
be published as part of its marketing efforts. 
Except for the foregoing, any news release, public announcement,
advertisement or publicity released by either party concerning this Agreement
will be subject to prior approval of the other party, which shall not be
unreasonably withheld or delayed.


 


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IN WITNESS
WHEREOF, intending to be legally bound, the parties
have caused their duly authorized officers to execute this Agreement as a
sealed instrument, as of the Effective Date.


	
  SYNCHRONOSS TECHNOLOGIES, INC.

  	
  CUSTOMER

  
	
   

  	
   

  
	
  By: 

  	
  /s/

  	
   

  	
  By:

  	
  /s/

  	
   

  
	
   

  	
  Name:

  	
  Stephen G. Walais

  	
   

  	
   

  	
  Name:

  	
  Michael Tribolet

  	
   

  
	
   

  	
  Title

  	
  President/CEO

  	
   

  	
   

  	
  Title

  	
  EVP of Operations

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  May 9, 2005

  	
   

  



 


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Exhibit A


 


STATEMENT OF WORK #____


This
Statement of Work #____ is entered into by VONAGE NETWORK, INC.,
a Delaware corporation with a principal place of business at 2147 Route 27,
Edison, NJ 08817 (Customer), and SYNCHRONOSS TECHNOLOGIES, INC., a Delaware corporation with
a place of business at 1525 Valley Center Parkway, Bethlehem, PA 18017 (Synchronoss), pursuant to that
certain Master Services Agreement between the parties, dated as of May 10, 2005
(the Services Agreement).  This Statement of Work shall have no effect
separate and apart from the Services Agreement, and all capitalized terms used
herein without definition will have the same meanings as specified therefor in
the Services Agreement.  Customer and
Synchronoss agree as follows:


 


Services:


Deliverables:


Milestones and Schedule:


Fees:


Special Provisions:


AGREED as of May 9th, 2005:


	
  SYNCHRONOSS TECHNOLOGIES, INC.

  	
  CUSTOMER

  
	
   

  	
   

  
	
  By: 

  	
  /s/

  	
   

  	
  By:

  	
  /s/

  	
   

  
	
   

  	
  Name:

  	
  Stephen G. Walais

  	
   

  	
   

  	
  Name:

  	
  Michael Tribolet

  	
   

  
	
   

  	
  Title

  	
  President/CEO

  	
   

  	
   

  	
  Title

  	
  EVP of Operations

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  May 9, 2005

  	
   

  



 


7

















 


VONAGE

THE BROADBAND PHONE COMPANY


 


 


VoIP Activation Services
Program

Statement of Work


 


 


Date:  05/05/05


 


 


 


Proprietary Information

Not to be disclosed without written permission from both Vonage Network Inc.
and Synchronoss Technologies, Inc.


 

















 


TABLE OF
CONTENTS


 


	
  1.0

  	
  STATEMENT
  OF WORK

  	
  3

  
	
   

  	
   

  	
   

  
	
  2.0

  	
  STATEMENT
  OF WORK (“SOW”) OVERVIEW

  	
  3

  
	
   

  	
   

  	
   

  
	
  3.0

  	
  DEFINITIONS

  	
  3

  
	
   

  	
   

  	
   

  
	
  4.0

  	
  PROJECT
  SCOPE

  	
  7

  
	
   

  	
   

  	
   

  
	
  5.0

  	
  PROJECT
  RESPONSIBILITIES, ASSUMPTIONS AND METRICS

  	
  9

  
	
   

  	
   

  	
   

  
	
  6.0

  	
  ADDITIONAL
  SYNCHRONOSS DELIVERABLES:

  	
  15

  
	
   

  	
   

  	
   

  
	
  7.0

  	
  CRITICAL
  MILESTONES

  	
  16

  
	
   

  	
   

  	
   

  
	
  8.0

  	
  COMPENSATION

  	
  17

  
	
   

  	
   

  	
   

  
	
  9.0

  	
  INTELLECTUAL
  PROPERTY INVENTORY

  	
  17

  
	
   

  	
   

  	
   

  
	
  10.0

  	
  TERM AND
  TERMINATION

  	
  18

  
	
   

  	
   

  	
   

  
	
  11.0

  	
  PROJECT
  LEADS

  	
  19

  
	
   

  	
   

  	
   

  
	
  12.0

  	
  ACCEPTANCE
  OF STATEMENT OF WORK

  	
  19

  
	
   

  	
   

  	
   

  
	
  SCHEDULE B -
  SLA

  	
  23

  
	
   

  	
   

  	
   

  
	
  ATTACHMENT 2

  	
  35

  



 

















 


1.0 Statement of
Work


 


This Statement
of Work is entered into with Vonage Network Inc., a Delaware corporation (“Vonage”
or “Customer”) with a principal place of business at 2147 Route 27, Edison, New
Jersey 08817 and Synchronoss Technologies, Inc. a Delaware corporation
with a pricipal place of business at 750 Route 202 South, Suite 600,
Bridgewater, NJ 08807, (“Synchronoss”) pursuant to the Master Services
Agreement between the parties, dated as of May 5, 2005 (the “Services
Agreement”). This Statement of Work shall have no effect, separate and apart from
the Services Agreement, and all capitalized terms used herein without
definition will have the same meanings as specified therefore in the Services
Agreement.


 


2.0 Statement of Work (“SOW”)
Overview


 


2.1          Business
Overview and Objectives


 


Synchronoss
has been implementing back office solutions for telecom carriers since 2000. By
using the Synchronoss proprietary service platform, ActivationNow®, and its
Order Management Center, Synchronoss tailors solutions to meet client needs. Synchronoss
assumes the entire function of the LNP solution for clients or will manage
selected defined processes of the LNP function depending on client needs. While
there are many companies offering pieces of the LNP solution, Synchronoss
implements the entire function thereby saving their clients’ time and expense.


 


This SOW
supports Vonage’s Local Number Portability solution by using Synchronoss’
ActivationNow® platform. Synchronoss will provide the Customer a turnkey,
outsourced end to-end solution including systems and human resources.


 


3.0 Definitions


 


	
  Word

  	
   

  	
  Definition

  
	
  ActivationNow®

  	
   

  	
  Synchronoss’ propriety
  platform integrates the process components critical to complex voice,
  data and lP service fulfillment.

  
	
  Cancel Order

  	
   

  	
  An Order to cancel a
  pending transaction at any time before completion or before the Order is
  declared incomplete.

  
	
  Care Record

  	
   

  	
  Notification to the
  incumbent Long Distance carrier that the Customer no longer belongs on their
  network.

  
	
  CCA

  	
   

  	
  Vonages internal Customer
  Care Application that manages various internal workflow.

  
	
  Change Order

  	
   

  	
  An Order to change the FOC
  Date or other Order information on a pending Order where the change is
  submitted before or on the FOC Date.

  
	
  CSR

  	
   

  	
  Customer Service Record is
  the service inventory detail provided to an end user by a telephone service
  provider

  



 


 


© 2005 Synchronoss Technologies
Inc.


 


3

















 


	
  Customer

  	
   

  	
  Vonage Network Inc.

  
	
  Dashboard

  	
   

  	
  A web screen that allows
  the user to view agreed upon information.

  
	
  Disconnect

  	
   

  	
  An Order to disconnect a
  number that was previously ported to Vonage and is now returned to the
  carrier who owns the block of which the number is a part.

  
	
  DL

  	
   

  	
  Directory listing LSR
  which is needed to create a published listing.

  
	
  Donor Carrier

  	
   

  	
  The carrier that owns the
  number and from which the Customer wishes to Port the number.

  
	
  DD (Disconnects Only)

  	
   

  	
  The date on which the
  Disconnect activity is to occur.

  
	
  ELOA

  	
   

  	
  Electronic Letter of
  Authorization gives permission to Vonage and its Network Service Providers to
  port an end users number

  
	
  Ebonded

  	
   

  	
  Connected via a mechanized
  interface using CORBA or XML

  
	
  End User

  	
   

  	
  The final user of a
  service provided by Vonage or a Telephone Service provider

  
	
  Exception Order

  	
   

  	
  An order where an SLA is
  not met

  
	
  Fallout

  	
   

  	
  When Orders do not flow
  through the systems and require manual intervention to complete the Order
  process.

  
	
  FOC Date

  	
   

  	
  The date the Donor Carrier
  has confirmed the Port will take place.

  
	
  Incomplete Order

  	
   

  	
  An incomplete order that
  has had no activity for 45 days and a subscription has not been done at the
  NPAC.

  
	
  IXC

  	
   

  	
  Inter-Exchange Carrier
  provides telephone service between service exchanges

  
	
  LD

  	
   

  	
  Long Distance is a service
  provided by different companies to process calls outside an end users local
  calling area

  
	
  LEC

  	
   

  	
  Local Exchange Carrier
  provides local telephone service to end users

  
	
  LERG

  	
   

  	
  Local Exchange Routing
  Guide which lists all North American Class 5 Offices and describes their
  relationship to Class 4 offices

  
	
  LIDB

  	
   

  	
  Line Information Database
  containing all valid telephone and calling card card numbers in the relevant
  region, and has the necessary information to perfom billing validation

  
	
  LNP

  	
   

  	
  Local Number Portability
  is the process of moving a donor carriers telephone number to a new carrier

  
	
  LOA

  	
   

  	
  Letter of Authorization
  provides the new telecommunications provider with permission to act on behalf
  of a customer

  
	
  LSP

  	
   

  	
  The local telephone
  company currently providing service to the subscriber

  



 


4

















 


	
  LSR

  	
   

  	
  Local Service Request is a
  form used to process porting requests with the carriers

  
	
  Manual CSR Lookup

  	
   

  	
  A non eBonded CSR lookup
  is completed with carriers to which Synchronoss is not connected to via a
  mechanized interface

  
	
  Non-Ebonded

  	
   

  	
  All other methods of connectivity
  between two companies, including E-fax and using the LSPs / LSPs GUI

  
	
  NPAC

  	
   

  	
  Refers to all Number
  Porting Administration Centers located in the United States of America

  
	
  NSP

  	
   

  	
  Network Service Provider
  refers to the companies Vonage uses to provide their last mile telephone
  service connectivity, numbers and connectivity

  
	
  Order

  	
   

  	
  A transaction(s) being
  taken on a Donor Carrier’s or a Customer’s telephone number(s) that is being
  ported, disconnected, changed, or moved, as specified in an LSR.

  
	
  Order Number

  	
   

  	
  A unique identifier that
  the Customer assigns to its customer’s Orders.

  
	
  Port

  	
   

  	
  The process of activating
  one carrier’s number on a different carrier’s network.

  
	
  Port Date

  	
   

  	
  The day the number is
  transferred from the Donor Carrier to the Recipient Carrier.

  
	
  Port In Order

  	
   

  	
  An Order that moves a
  number from a Donor Carrier to the Customer. A Port In Order will include
  multiple directory listing per telephone number so long as the DL request is
  received by Synchronoss on the same Order as the Port In request.

  
	
  Port Out Order

  	
   

  	
  An Order where another
  carrier requests to Port a number from the Customer and needs a CSR, FOC, and
  NPAC concurrance. A Port Out Order will include the removal of all affected
  directory listings so long as the DL removal request is received by
  Synchronoss on the same Order, using the same Order number as the Port Out
  request.

  
	
  Production Period

  	
   

  	
  The 24 months following
  the Transition period and beginning with the first successful Managed
  Services Order processed.

  
	
  Real Time CSR Lookup

  	
   

  	
  A CSR lookup with a
  carrier that Synchronoss is connected to via a mechanized interface

  
	
  Recipient Carrier

  	
   

  	
  A carrier who is porting a
  number away from the Donor Carrier.

  
	
  RT

  	
   

  	
  Response Tracking is the
  system utilized by Vonage customer care to track end user email
  communications

  
	
  SME

  	
   

  	
  Subject Matter Expert is
  someone knowledgable in a specific area

  
	
  SOA

  	
   

  	
  Service Order
  Administrator is the compute system used to talk to the NPAC

  



 


5

















 


	
  SPID

  	
   

  	
  Service Provider Identification
  Number for the NPAC

  
	
  SPOC

  	
   

  	
  Single Point of Contact is
  the key individual within a company assigned to handle the internal
  coordination needed between departments to work with an outside vendor

  
	
  SSL

  	
   

  	
  Secure Socket Layer used
  for secure data transmitting

  
	
  Standard Reports

  	
   

  	
  Reports that are designed
  and delivered on a recurring schedule that provide Order status and SLA
  status.

  
	
  Status Codes

  	
   

  	
  Codes that explain the
  status of an Order during the processing of an Order.

  
	
  Subscriber

  	
   

  	
  A Vonage Customer

  
	
  SUP

  	
   

  	
  A change to a LSR used to
  notify a carrier of an Order change.

  
	
  TPV

  	
   

  	
  Third party verification
  used to record the end customer’s approval to port the number.

  
	
  Transaction

  	
   

  	
  One of the following types
  of invoiceable Orders: Port In, Port Out, Change FOC Date / Cancel,
  Disconnect, Directory Listing, or Incomplete.

  
	
  VoIP

  	
   

  	
  Voice Over Internet
  Protocol used to provide a form of telephone service

  



 


6

















 


4.0 Project Scope


 


4.1                               Overview


 


To meet the
Customer’s end state LNP requirements, Synchronoss shall support the following
functions:


 


4.1.1        Vonage or Vonage’s LOA provider
shall collect the end user Order information and provide it to Synchronoss. Synchronoss
shall coordinate the remainder of the LNP processes up to the submittal of the
LNP order information to the NSP.


 


4.1.2        Synchronoss shall support Vonage’s
NSPs with their porting of Vonage’s number, including processing the LSR on
behalf of the NSP if the NSP chooses that service.


 


4.1.3        Once Vonage receives the FOC
Date, the internal workflows will get updated and provisioning coordinated by
Vonage Customer Care and Vonage Operations. Vonage’s NSP will respond with the
final request to Synchronoss to activate the Port. Synchronoss shall activate
the Port and notify Vonage that the Port has been successfully activated within
the agreed upon SLAs.


 


4.1.4        Synchronoss shall provide order
status and reports to support these functions. In initial phases the order
status will be provided by Synchronoss via a daily update which will be used to
manually update Customer Account Status by the Vonage LNP Team. In the final
phase, Synchronoss will provide real time status updates through their
ActivationNow® platform which will be integrated into the Vonage Business
systems by Vonage internal development.


 


4.2                               Services to be provided


 


To meet
Customer’s LNP order processing requirements, Synchronoss shall provide the
following Set-Up and Configuration services:


 


4.2.1        Configuration of and access to
the Synchronoss ActivationNow® platform for Porting and workflow
management


4.2.2        Hosted hardware


4.2.3        Allocation of hosted SOA / NPAC


4.2.4        Full tier 1 to 3 tech support for
ActivationNow®


4.2.5        Fully redundant systems


4.2.6        Access to Web-based Order status
and reporting interface


4.2.7        Data collection and reporting
development


4.2.8        Generate Status Codes and data
streams to provide Customer with an up to date status of every Order


4.2.9        Maintain and update systems and
programs


 


In order to
process each Order, Synchronoss shall host the ActivationNow® platform at
its site and manage the personnel to provide the following functions:


 


4.2.10      Retrieve correct LEC name


4.2.11      Retrieve CSR


 


7

















 


4.2.12      Customer and Synchronoss will agree
on universal service order codes (“USOCs”) that Customer would like to see by
Customer product code


4.2.13      Highlight CSR data for Subscriber
and return the CSR data for Subscriber reconciliation


4.2.14      Negotiate the LSR


4.2.15      Submit the LSR to Vonage’s NSPs


4.2.16      Generate Reports, as specified in Section 4.3
below, and delivered as specified by Vonage.


 


For Vonage’s
NSP’s that would like Synchronoss to port Vonage’s numbers on their behalf,
Synchronoss shall provide the additional Port In functionality and manage
personnel to perform the following functions:


 


4.2.17      Submit LSR to CLEC’s and LSPs


4.2.18      Receive FOC Date


4.2.19      Notify NSP and Vonage of FOC
confirmation


4.2.20      Create NPAC Subscription Version


4.2.21      Activate Port in NPAC


4.2.22      Port Confirmation


4.2.23      CARE Record to incumbent LD
provider - disconnect message goes from STI to incumbent long distance provider
in instances where Synchronoss is performing full porting on behalf of the NSP.


4.2.24      Fix Exceptions (LSR and CSR)


4.2.25      Handle FOC Date Escalations /
Changes with the Donor Carriers


4.2.26      Act as liaison between the Donor
Carriers and Customer


 


Port Out and
Disconnect Process performed by Synchronoss shall include the following:


 


4.2.27      Point of contact for Recipient
Carriers


4.2.28      Passing CSR


4.2.29      Processing FOC


4.2.30      Issue LSR for directory removal


4.2.31      NPAC concurrence


 


4.2.32      Synchronoss shall designate
personnel to work with Customer to create an interface that will make Order
flow and communications between the two companies seamless and near real time. The
interfaces between the two companies will also provide Order status and allow
for Standard Report selection and creation.


 


4.3                               Reporting


 


During the
development of the detailed system requirements, Synchronoss and Customer will
agree on 8 Standard Reports and 2 customer defined reports. The frequency of
these reports and their recipients will be agreed upon during the set up and
configuration phase. The following are the standard 8 reports:


 


4.3.1        Volumetric Report -
Shows daily volume by NSP


4.3.2        Invoice Report -
Shows order being billed for


4.3.3        SLA Report - FOC date


4.3.4        SLA Report - Activations


4.3.5        SLA Report - Systems


 


8

















 


4.3.6        SLA Report - Number of orders
processed by CSR pulled


4.3.7        Due Date Interval Report by
carrier


4.3.8        Daily Activity Report (Blackberry
Delivery)


4.3.9        Synchronoss shall also supply
Vonage with the raw reporting data from the STI database, on a monthly basis,
via an FTP site that Vonage will be able to access. (see attachment 2)


 


5.0 Project Responsibilities,
Assumptions and Metrics


 


5.1                               Synchronoss
Responsibilities


 


5.1.1        Synchronoss Project Manager


 


The
Synchronoss Project Manager shall coordinate, plan, organize, control,
integrate, and manage the completion of all project initiatives according to
sound project management principles. The Synchronoss Project Manager has
overall project implementation responsibility and accountability for
implementing the ActivationNow® platform.


As part of
the overall project lifecycle, Synchronoss responsibilities and activities for
each delivery phase of the LNP program are described as follows:


 


5.1.2        Transition Phase


 


The “Transition
Phase” shall begin on June 1, 2005. During the Transition Phase,
Synchronoss shall perform the following functions: (Pending Vonage and 3PV
development cycles)


5.1.2.1                     Synchronoss
shall pull CSR’s.


•           Synchronoss
will manually pull CSR information.


5.1.2.2                     Identify
Feature Flags.


•           Synchronoss
Agents will see flags via the Synchronoss GUI.


•           Synchronoss
Agents shall notify the Vonage subscriber via Vonage’s RT email system.


•              This
is manual and activated by Synchronoss via the RT system.


•              RT
email is separated by Vonage and made accessible to a Synchronoss
representative. This process will be completed by Synchronoss. The final
process has not been completely defined although it will require Synchronoss to
have access to the RT system.


•              Assumption:  If a subscriber calls or emails a response to
the RT, Vonage will process the order as they have prior to the transition
phase.


5.1.2.3     Synchronoss
will populate LSRs or Spreadsheets. at the beginning of the transition phase. “Spreadsheet”
shall mean the agreed upon method that Synchronoss shall use to communicate LNP
orders and status with NSPs, as shall be specified by Vonage.


 


•           The
NSP has a choice of Spreadsheet or auto populated LSRs


•           If
no CSR is available, order goes on Spreadsheet or pre-populated LSR.


•           Synchronoss
will triage the CSR when no CSR is available from the carrier and attempt to
validate the address through known sources.


•           Synchronoss
will access the LERG / NPAC to validate NPA/NXX ownership.


 


9

















 


•           Assumption: Rejects in the Master Log are
handled by Vonage (Business as Usual).


 


 


Transition Phase Workflow

(Subject to Development Review/Implementation in the time between LOl
completion May 3rd and Transition Phase Launch on June 1St. This may change
based on mutually agreed upon implementation criteria.)


 


[GRAPHIC]


 


10

















 


5.1.3        Managed Services - Phase 1


 


The “Managed
Services - Phase 1” shall begin on June 29, 2005. During the Managed
Services - Phase 1, Synchronoss shall perform the following functions:
(Subject to change during the
Transition phase, which shall begin on May 3, 2005 and end on June 1,
2005)


 


5.1.3.1     Synchronoss
shall provide an automated LNP Website - Real time via a 3PV “thank-you” screen
to the LNP Website, or alternatively, as shall be determined by Vonage, the Automatic
LNP website shall process email (Vonage can decide on the customer experience)


5.1.3.2     LNP Call Center
fallout


•              Synchronoss
shall start handling Reject Logs for all new rejects that originated in the
Synchronoss system from June 29 forward.


•              Synchronoss
shall send emails back to the Vonage subscriber via RT


•              Assumption - After email is sent the Order
is canceled after XX days (up to a maximum of 30) if no customer response has
been received. If a response is received, then the order shall be acted upon by
Synchronoss or canceled.


•              Current
process of reopening ticket if contacted by the customer is handled by
Synchronoss, unless customer contacts Vonage directly, in which case Vonage
shall reopen the ticket.


5.1.3.3     LERG / NPAC Dip.
Synchronoss shall use the LERG and NPAC to verify subscribers current telephone
service provider (done in May).


5.1.3.4     Pull Real time
CSRs (Mechanization)


5.1.3.5     Real Time
Feature Flags. Subscribers will be provided with real-time status on feature
flags associated with the line they are porting via the Synchronoss web
interface (Status via the web).


5.1.3.6     Post results back to Synchronoss’
Graphical User Interface (GUI) (Status to be provided to the Vonage Subscriber
via Vonage / Synchronoss website according to some method to be determined by
Vonage and Synchronoss)


5.1.3.7     LSRs will be
processed by NSPs (Managing the Master Log)


5.1.3.8     Reporting for 8
standard reports and 2 custom reports, as are set forth in Section 4.3
above.


 


5.1.4        Managed Services Phase 2 - Full
Mechanization


 


The “Managed
Services - Phase 2” shall begin on August 30, 2005. During the Managed
Services - Phase 2, Synchronoss shall perform the following functions:
(Subject to change during the Transition phase, which shall begin on May 3,
2005 and end on June 1, 2005)


 


5.1.4.1     Fully
Mechanized LNP Process from Customer to Port numbers


5.1.4.2     NSP Options:
(The NSP’s decision will be delivered to Synchronoss via a LOA in conjunction
with Vonage.


•              NSP
can port the number


•              Synchronoss
can port the number for NSP


 


Additional
scope and services provided by Synchronoss shall include:


 


11

















 


 


5.1.5        Synchronoss
shall Interface with the Customer SPOC for any project issues.


5.1.6        Synchronoss
shall participate in Customer LNP project meetings.


5.1.7        Synchronoss
shall provide a single-point-of-contact for Customer.


5.1.8        Synchronoss shall maintain
confidentiality and abide by Customer LNP policies.


5.1.9        Synchronoss shall document
business requirements that are required to meet the objectives of this SOW.


5.1.10      Synchronoss shall provide Customer
with requirements documentation so Customer can build interfaces to
Synchronoss, and build internal systems and process support for LNP.


5.1.11      Synchronoss shall provide all
necessary resources to perform tasks outlined in this SOW.


5.1.12      Synchronoss shall provide a SPOC
and escalation process for systems and Order fulfillment when Customer launches
LNP.


5.1.13      Synchronoss shall provide Vonage
access to all data and systems as reasonably necessary to support project
timelines and objectives.


5.1.14      Synchronoss shall provide System
release schedules, updated Requirements, APIs and maintenance schedules.


5.1.15      Synchronoss shall support its two (2) latest
releases of the ActivationNow® platform concurrently.


 


5.2                               Customer’s
Responsibilities


 


In connection
with this SOW, Customer shall perform the following functions:


 


5.2.1        Customer shall assign a SPOC to
coordinate and manage all internal Customer activities to support the project schedule for
the Customer’s internal updates.


5.2.2        Customer shall make available SME’s
to work with Synchronoss on a real-time basis as required.


5.2.3        Customer shall provide
Synchronoss personnel 2-3 cubes with networking connection and a phone for each
cube.


5.2.4        Customer shall provide access to
all data and systems as reasonably necessary to support project timelines and
objectives.


5.2.5        The Customer’s SPOC will
designate and invite the appropriate attendees to participate in weekly (or
other mutually agreed to time period) project status meetings.


5.2.6        While in production, the Customer
shall provide a SPOC and escalation process for both systems and Order
fulfillment.


5.2.7        Customer shall develop and manage
its internal business flows and processes that react appropriately to the
Synchronoss business model.


5.2.8        Customer shall provide
Synchronoss a LOA or a method to work with Donor Carriers to configure
ActivationNow® and resolve Order issues.


5.2.9        Customer shall exchange relevant
information from Carrier Interconnection Agreements with Synchronoss in order
to understand contractual ordering nuances.


5.2.10      Vonage shall have the 3PV process
completed, tested, and implemented by 5/15/05.


5.2.11      Vonage shall provide Synchronoss
with system release schedules to help coordinate activities


5.2.12      On the 1st of each Production
Period month, Vonage shall transmit to Synchronoss a hard forecast of the total
number of Orders of all types expected for the subsequent month, as well as a
rolling soft forecast of the total number of Orders of all types expected for
the subsequent 60 days.


5.2.13      Customer shall update its
processes, operations, systems and all interfaces to support one of the two (2) latest
releases of ActivationNow®.


 


12

















 


5.3                               Project Assumptions


 


5.3.1        Both parties will agree and sign
off on detailed requirements documentation.


5.3.2        Target functionality is to
support the flow through of common, simple Orders.


5.3.3        Synchronoss will provide ActivationNow®
system API documentation.


5.3.4        Customer will provide a SPOC for
all LNP process requests and to help coordinate activities with key
stakeholders.


5.3.5        Synchronoss will provide Customer
with a SPOC for this project in addition to an escalation process and contact
list.


5.3.6        Customer will provide Synchronoss
with a SPOC for this project in addition to an escalation process and contact
list.


5.3.7        Customer will provide technical
SME for data integration process.


5.3.8        Data encryption is SSL or other
alternative method agreed to by parties.


5.3.9        Project status meetings will
occur weekly (or other mutually agreed to time period) via teleconferencing or
in person.


5.3.10      Customer resources will be
available and committed to a schedule for analysis, review and
clarification and project related issues.


5.3.11      Customer and / or Synchronoss will
resolve outstanding issues within a reasonable time period.


5.3.12      Synchronoss shall retain LNP
information for up to 2 years, and will transfer these records to Vonage per an
agreed upon transmission format. See Attachment 3.


 


5.4                               Performance Metrics


 


Please see
attached Schedule B for SLAs.


 


6.0 Additional Synchronoss
Deliverables:


 


Synchronoss
shall provide to Vonage the following additional deliverables:


 


6.1                               Requirements
documentation for interface to Synchronoss with manual processes defined.


6.2                               Mechanized
interface to Verizon, BellSouth, Qwest, SBC and other carriers for the
processing of CSR and if needed, Porting / DL LSR on behalf of Vonage’s NSP.


•                                          For
Porting of LSR’s / DL on behalf of Vonage will require STI to certify with the carriers
on behalf of Vonage’s NSPs


6.3                               LNP
Management Group within Synchronoss to manage the LNP process.


6.4                               8
Standard Reports plus 2 customer defined reports.


6.5                               System
Maintenance.


6.6                               ActivationNow®
Platform modifications necessary to meet Donor Carriers’ CSR and LSR
requirements.


6.7                               Disaster
Recovery Plan for ActivationNow® Platform.


 


13

















 


7.0 Critical Milestones


 


7.1                               Transition Phase


 


During the
Transition Phase, which shall begin on May 3rd and last until June 1st
the following shall take place:


 


7.1.1        Spreadsheet Definitions to create
NSP processing logs will be provided by Vonage.


7.1.2        Detailed requirements for
transition functions including CSR request and completion, LNP order
information sent and reporting will be provided by Synchronoss.


7.1.3        Directory Listings on LNP Orders
will be specified by the Vonage subscriber as “Keep” or “Remove”.


7.1.4        Synchronoss update interface to
3PV for new Vonage xml.


7.1.5        Integration testing to test the
flow through capability between the 3PV and Synchronoss systems to be performed
by Synchronoss and 3PV.


7.1.6        User Acceptance Testing to test
the LNP process and systems integration between 3PV and Synchronoss to be
performed by Vonage, 3PV, and Synchronoss.


7.1.7        Synchronoss and 3PV will deploy
an integrated solution (as identified in Transition Phase workflow chart,
above, which is subject to change) to Production.


 


7.2                               Managed Services Phase
(Phases to be discussed and defined next meeting)


 


During the
Managed Services Phase, which shall begin on June 29th and be fully
implemented on August 30th the following shall take place:


 


7.2.1        Vonage will integrate its systems
to the Synchronoss Gateway based on the API provided by Synchronoss.


7.2.2        Synchronoss will have the
capabilities to change DL and add DL for both LNP Orders and Customer number
Order.


 


14

















 


8.0 Compensation


 


8.1                               Pricing


 


Refer to Schedule A.


 


8.2                               Key Pricing Assumptions


 


8.2.1        Synchronoss shall invoice the
Customer on the first of every month for the preceding month’s transactions.


8.2.2        Any required travel,
out-of-pocket expenses and professional services will be negotiated and
approved in writing by both parties. Notwithstanding anything to the contrary
in the Services Agreement, Synchronoss shall not be entitled to reimbursement
for any travel or other out-of-pocket expenses related to this SOW without the
prior written consent of Customer.


8.2.3        All telecommunications and
bandwidth costs between Vonage and Synchronoss, or Vonage’s channel
partners/customers and Synchronoss, will be provided by Vonage at its expense.


8.2.4        Synchronoss shall provide an
invoice to Vonage in an agreed upon format by June 1,2005.


8.2.5        Vonage shall have the right to
audit Synchronoss’ invoice and Synchronoss will provide the data each month of
detailed transaction information.


8.2.6        Vonage and Synchronoss will agree
on and document an invoice dispute resolution process during the implementation
phase.


8.2.7        Vonage shall hold Synchronoss
harmless from any damages arising from a positive LOA response that is received
from Vonage or Vonage’s LOA provider.


 


9.0 Intellectual Property Inventory


 


All software,
processes and other information, as well as all modifications, fixes and
upgrades to same described in this Section 9.0 shall be deemed to be
Background Materials as such term is used in the Services Agreement. Synchronoss
Intellectual Property for this project consists of ActivationNow® and its
components including without limitation the following:


 


9.1                               Electronic
Order Gateway that is used to receive both LNP and non LNP Orders from the
Customer and provide status back to the Customer using Synchronoss defined
messages.


 


9.2                               Work
Flow Manager, which is used to process Orders.


 


9.3                               Web
Based User Interface used to view and manage Orders.


 


9.4                               Standard
Interfaces to LSPs, NPAC and Neustar for transmitting data between Synchronoss
and these companies.


 


9.5                               Service
Order Administrator (“SOA”) used for NPAC inventory and Order processing.


 


9.6                               A
reporting GUI used to show Customer standard reports and status.


 


9.7                               Real
Time CSR Functionality.


 


15

















 


 


10.0 Term and Termination


 


10.1.1      Termination for Convenience


The term of
this SOW is from May 3, 2005, and continues for a 24 month Production
Period following the Transition Phase. Any time during the LNP implementation
or at the conclusion of this SOW, the Customer may extend this project or
increase the scope. In such event, the parties will negotiate in good faith an
amendment to this SOW with the revised scope, deliverables, and associated
pricing. Customer shall notify Synchronoss with a minimum of [...***...]
advanced notice in writing, of Customer’s intention to terminate this SOW for
convenience, during which period, Synchronoss shall continue to provide
services in connection with this SOW. Unless terminated by either party, the
project will automatically continue for successive 12 month periods under the
terms of this agreement.


 


If the
Customer terminates for convenience the Customer will be obligated to pay the
following charges.


 


	
  Period

  	
   

  	
  From the beginning of the SOW and through
  the Transition Phase and Managed Services Production Phase

  
	
  Termination Fee

  	
   

  	
  [...***...] - Prorated @ [...***...],-i.e.
  if cancelled in month [...***...] Vonage will pay Synchronoss [...***...]

  
	
  Termination Fee if Vonage meets contract
  Value of [...***...]

  	
   

  	
  [...***...] or prorated per the above schedule which
  ever is less

  



 


10.1.2      Termination for Performance


Notwithstanding
anything to the contrary in this SOW or the Services Agreement, Vonage may terminate
this SOW following the first three (3) Production Period months (“Termination
Grace Period”) without liability in the event Synchronoss fails to meet the
same SLA requirement for any three (3) consecutive months following the
Termination Grace Period and, as a result, the Customer is entitled to receive
the maximum credit under such SLA during such three consecutive month period. Vonage
may also terminate the SOW following the first six (6) Production
Period months (“Termination Grace Period”) without liability in the event
Synchronoss fails to meet the same SLA requirement for any four (4) months
within a 12 month period following the Termination Grace Period and, as a
result, the,Customer is entitled to receive the maximum credit under such SLA
during such four months out of a 12 month period.


 


The following
SLA’s are exempt from the Termination for Performance criteria:


 


•              SLA#ll


 


•              SLA #12


 


*** Confidential Treatment Requested


 


16

















 


11.0 Project Leads


 


	
  Vonage
  Network Inc.

  
	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  
	
  Synchronoss
  Technologies, Inc.

  
	
   

  
	
  Name: Anthony
  Socci

  



 


12.0 Acceptance of Statement of Work


 


	
  Vonage
  Network Inc.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signed

  	
  /s/

  	
   

  	
  Date 

  	
  May 9,
  2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title

  	
  EVP of
  Operations

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Synchronoss
  Technologies, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signed

  	
  /s/

  	
   

  	
  Date 

  	
  May 9,
  2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title

  	
  President /
  CEO

  	
   

  	
   

  
							



 


17

















 


Schedule A


 


1.0                               Connect Fee


 


Connect fee of
[...***...]. This fee is invoiced on date of SOW execution for services and
expenses associated with establishment of the LNP outsource.


 


2.0                               Transaction Pricing
Table


 


	
   

  	
   

  	
  Monthly
  Fee Schedule

  	
   

  
	
   

  	
   

  	
  Billing Definition

  	
   

  	
  20,000-50,000

  	
   

  	
  50,001-100,000

  	
   

  	
  100,001-200,000

  	
   

  	
  200,001 +

  	
   

  
	
  Port In

  	
   

  	
  Applies when a LSR or
  Spreadsheet is sent to an NSP for a TN or when a transaction is fully
  completed(still need to define)

  	
   

  	
   

  	
  [...***...]

  	
   

  	
   

  	
  [...***...]

  	
   

  	
   

  	
  [...***...]

  	
   

  	
   

  	
  [...***...]

  	
   

  
	
  Port Out

  	
   

  	
  Applies when a LSR or
  Spreadsheet is sent to an NSP for a TN

  	
   

  	
   

  	
  [...***...]

  	
   

  	
   

  	
  [...***...]

  	
   

  	
   

  	
  [...***...]

  	
   

  	
   

  	
  [...***...]

  	
   

  
	
  Changes

  	
   

  	
  Applies when a order is
  changed less than 24 hours before the FOC date

  	
   

  	
   

  	
  [...***...]

  	
   

  	
   

  	
  [...***...]

  	
   

  	
   

  	
  [...***...]

  	
   

  	
   

  	
  [...***...]

  	
   

  
	
  Imcomplete

  	
   

  	
  Applies when an order
  remains in the same status for up to 45 days.

  	
   

  	
   

  	
  [...***...]

  	
   

  	
   

  	
  [...***...]

  	
   

  	
   

  	
  [...***...]

  	
   

  	
   

  	
  [...***...]

  	
   

  
	
  DL

  	
   

  	
  Applies to stand alone
  Directory listing orders and billed when the order is completed

  	
   

  	
   

  	
  [...***...]

  	
   

  	
   

  	
  [...***...]

  	
   

  	
   

  	
  [...***...]

  	
   

  	
   

  	
  [...***...]

  	
   

  
	
  Cancel/ Disconnect

  	
   

  	
  Applies to orders that are
  canceled before subscription at NPAC or after a LSR / spreadsheet is sent. A
  disconnect fee applies when a LSR is issued to remove the listing and the
  NPAC is provisioned

  	
   

  	
   

  	
  [...***...]

  	
   

  	
   

  	
  [...***...]

  	
   

  	
   

  	
  [...***...]

  	
   

  	
   

  	
  [...***...]

  	
   

  
	
  Manual CSR Lookup

  	
   

  	
  Applies when a CSR does
  not go to a LSR or spreadsheet

  	
   

  	
   

  	
  [...***...]

  	
   

  	
   

  	
  [...***...]

  	
   

  	
   

  	
  [...***...]

  	
   

  	
   

  	
  [...***...]

  	
   

  
	
  Real Time CSR (for non-porting
  orders)

  	
   

  	
  Applies when an LSR or
  Spreadsheet is issued for a TN

  	
   

  	
   

  	
  [...***...]

  	
   

  	
   

  	
  [...***...]

  	
   

  	
   

  	
  [...***...]

  	
   

  	
   

  	
  [...***...]

  	
   

  
	
  SOA/TN’s (per TN)

  	
   

  	
  Applies per TN when
  Synchronoss is processing the entire porting order in conjunction with a LSR
  charge.

  	
   

  	
   

  	
  [...***...]

  	
   

  	
  [...***...]

  	
   

  	
  [...***...]

  	
   

  	
  [...***...]

  	
   

  



 


*** Confidential Treatment Requested


 


18





















 


3.0          Pricing
Terms and Special Provisions


 


3.1                               Total
Transactions


 


Vonage will be
invoiced a Minimum Monthly Fee of [...***...] each month of the 24 Production
Period months following the Transition Phase less credits applied for any SLA
remedies. The total aggregate Minimum Monthly Fee for this SOW totals [...***...]
for the 24 month Production Period. This Minimum Monthly Fee reflects the base
contractual commitment for this SOW, and is not impacted by any forecast
variances defined in section 3.2. Transactions or Order Types of any
variety described in Section 2.0 may be applied to the Monthly
Minimum. The Minimum Monthly Fee shall be paid even in instances where actual
invoiced transactions do not total [...***...] a month.


 


3.2                               Monthly
Forecast


 


On the 1st of
each Production Period month, Vonage will transmit to Synchronoss a hard
forecast of the total number of Orders of all types expected for the subsequent
month, as well as a rolling soft forecast of the total number of Orders of all
types expected for the subsequent 60 days. The forecast has no effect on the
associated Minimum Monthly Fee. However, the hard forecast will be used to
determine the appropriate Transaction prices per the Monthly Fee Schedule in
2.0 of this schedule.


 


3.2.1       Monthly Forecast for Production months 1
– 24


 


a.)            If the actual number of Orders
exceeds [...***...] of the Vonage forecast, Synchronoss shall either:


 


1.1.1        Apply best efforts to the orders
above [...***...] and not be bound to the conditions provided in Schedule B
for SLAs.


 


1.1.2        Negotiate a premium payment to
manage excess Order volumes over the 110% forecast with no effect on the Schedule B
SLAs.


 


1.2           If the actual number of Orders
is less than [...***...] of the Vonage forecast, Vonage will be invoiced an
amount equal to [...***...] of the forecast, provided the adjusted amount is
above the current Monthly Minimum Fee. In situations where Vonage’s forecast is
above the Monthly Minimum Fee, the delta between the Minimum Monthly Fee and [...***...]
of forecast will be invoiced at the Port-In rate.


 






***         Confidential Treatment Requested


 


19

















 


Example I [...***...]


 


July 05 [...***...] = [...***...] orders


July 05 [...***...] = [...***...] orders
(1⁄4 manual CSRs 3⁄4 Port-ins)


July 05 [...***...] = [...***...] orders
[...***...]


July 05 Invoice Calculation


 


	
  48,750 Port
  ins @ [...***...]

  	
   

  	
  [...***...]

  	
   

  
	
  16,250
  Manual CSR @ [...***...]

  	
   

  	
  [...***...]

  	
   

  
	
  [...***...]
  below [...***...] of forecast

  	
   

  	
  [...***...]

  	
   

  
	
  Total
  invoice

  	
   

  	
  [...***...]

  	
   

  



 


Example II [...***...]


 


July 05 [...***...] = [...***...]


July 05 [...***...] = [...***...] (1⁄4 manual
CSRs 3⁄4 Port-ins


July 05 [...***...] = [...***...] orders
[...***...]


July 05 Invoice Calculation


 


	
  48,750 Port
  ins @ [...***...]

  	
   

  	
  [...***...]

  	
   

  
	
  16,250
  Manual CSR @ [...***...]

  	
   

  	
  [...***...]

  	
   

  
	
  Zero orders
  below 85%

  	
   

  	
  $

  	
  0.00

  	
   

  
	
  Total July 05
  invoice

  	
   

  	
  [...***...]

  	
   

  
					



 


Example Ill [...***...]


 


July 05 [...***...] = [...***...]


July 05 [...***...] = [...***...] (1⁄4
manual CSRs 3⁄4 Port-ins


July 05 [...***...] = [...***...] orders
[...***...]


July 05 Invoice Calculation


 


	
  67,500 Port
  ins @ [...***...]

  	
   

  	
  [...***...]

  	
   

  
	
  22,500
  Manual CSR @ [...***...]

  	
   

  	
  [...***...]

  	
   

  
	
  Applied best
  effort

  	
   

  	
  $

  	
  0.00

  	
   

  
	
  Total July 05
  invoice

  	
   

  	
  [...***...]

  	
   

  
					



 


Example IV [...***...]


 


July 05 [...***...] = [...***...]


July 05 [...***...] = [...***...] (1⁄4
manual CSRs 3⁄4 Port-ins


July 05 [...***...] = [...***...] orders
[...***...]


July 05 Invoice Calculation


 


	
  66,000 Port
  ins @ [...***...]

  	
   

  	
  [...***...]

  	
   

  
	
  22,000
  Manual CSR @ [...***...]

  	
   

  	
  [...***...]

  	
   

  
	
  1,500
  Port-in premium

  	
   

  	
  [...***...]

  	
   +
  premium

  
	
  500 manual
  CSR premium

  	
   

  	
  [...***...]

  	
   +
  premium

  
	
  Total July 05
  invoice

  	
   

  	
  [...***...]

  	
   +
  premium

  



 






***   Confidential Treatment Requested


20














 


3.2.2.
Estimate of Premium


 


In any case
where the actual number of Orders exceeds forecast by [...***...] such that a
premium payment could be applied to manage excess forecast, Synchronoss shall
provide an estimate of the amount of such payment.


 


3.3 Network
Trading Partner (NSP) Set Up Fees


 


3.3.1 One time
fee for setting up an NSP for porting - [...***...] per NSP


 


3.3.2 NSP NPAC
Certification/Testing Fee (per SPID) - [...***...] for first NPAC and [...***...]
for each additional NPAC per [...***...] NSP -These rates apply per SPID


 


3.4 Project
Order Handling


 


Projects are
orders that have 50 telephone numbers (“TN’s”) or more on a single LSR. Projects
require special handling as well as human monitoring of the order to completion.
The Fee for Project Orders is [...***...] per order. Additionally, each TN will
be invoiced at the SOA/TN transaction fee at the appropriate volume price in
the table in section 2.0 of Schedule A.


 


3.4.1
Coordinated Cut Fee


 


A fee of [...***...]
an hour with a one hour minimum during normal Synchronoss business hours (8am -
9pm eastern, Monday - Friday) [...***...] an hour with a two hour minimum for
after hours cuts.


 


This fee
applies when a Synchronoss Service Coordinator is required to be available by
phone to coordinate and test provisioning for a business customer with Vonage
or a Vonage NSP.


 


3.5 CSR Lookup
Fees


 


CSR Lookup
Fees (as per Schedule A) are an independent order type, and are applied in
instances when a pre-populated LSR is not submitted by Synchronoss to the NSP
or LSP. In other words, if a Port order does not result from a CSR Lookup, the
appropriate CSR transaction price, and not a Port transaction price, will be
applied. The CSR and Port transaction prices are not cumulative. If a Port
order results from a CSR Lookup, the Port transaction price will be applied. CSR
Lookups are inclusive to Port transaction prices.


 


3.5.1 Manual
CSR Lookup - a Manual CSR Fee is only applied in order instances when a Real
Time CSR is not available, a Synchronoss OMC resource performs the CSR lookup,
but an LSR is not submitted to the NSP or LSP.


 


3.5.2 Real
Time CSR Lookup - The Real Time CSR Fee is only applied in instances where the
Vonage subscriber triggers a CSR Lookup through the ActivationNow platform, but
an LSR is not submitted to the NSP or LSP.


 


3.6 Optional
Consultant/Agent Fee


 


*** Confidential Treatment Requested


 


21

















 


The optional
Consultant/Agent Fee shall be available upon mutual agreement of the parties.


 


22

















 


Schedule B - SLAs


 


•                  The
SLA Table attached hereto as Schedule B will be updated as needed by
mutual agreement.


•                  A
non complex order is an order with 3 telephone numbers or less on the order.


•                  A
complex order is an order with greater than 3 telephone numbers on the order.


 


23

















 


 


 


 


 


 


 


 


 


 


 


 


 


 


24

















 


CSR Lookup


 


	
  SLA Category

  	
   

  	
  Response

  	
   

  	
  Credit

  
	
  1.) The processing time
  for Synchronoss to process a manual CSR using a LSPs/CLEC GUI

  	
   

  	
  This is the period of time
  from when STI receives the 3PV message, processes the CSR and either creates
  a ticket in RT to notify customer of potential porting errors, or populate
  the NSP Process Log

  	
   

  	
  Synchronoss will process [...***...] of the CSR
  orders within [...***...] of receipt from 3PV. This is measured by
  receipt timestamp and the timestamp associated with events in the STI system.
  This SLA only applies to [...***...] of the [...***...]
  amount.
  For daily volume over [...***...] this SLA does not apply
  to those orders.

  	
   

  	
  [...***...] credit off of the
  Transaction fee for CSRs not returned to Customer within [...***...].

  

  [...***...] credit off of the Transaction fee for CSRs not
  returned within [...***...].

  

  [...***...] credit off of the Transaction fee for CSRs not
  returned to Customer within [...***...].

  

  These credits are not cumulative, so each Order can only receive a maximum
  credit of [...***...].

  

  These credits do not apply if the delay is caused by a carrier system
  problem.

  
	
  2a.) The processing time
  for Synchronoss to process a manual CSR when a CSR is requested from an LSP
  /CLEC via email or fax

  	
   

  	
  This is the period of time
  from when STI receives the 3PV message, sends the CSR request via email or
  fax to the LSP/CLEC.

  	
   

  	
  Synchronoss will process [...***...] of the
  orders for CSRs received within [...***...] of receipt from 3PV. This
  is measured by a receipt timestamp and the timestamp associated with “CSR
  Requested” message in the STI system. This SLA only applies to [...***...] of the [...***...] amount. For [...***...] volume over [...***...] this SLA
  does not apply to those orders.

  	
   

  	
  [...***...] credit off of the
  Transaction fee for CSRs not sent to LSP/CLEC within [...***...].

  

  [...***...] credit off of the Transaction fee for CSRs not
  sent to LSP/CLEC within [...***...].

  

  [...***...] credit off of the Transaction fee for CSRs not
  sent to LSP/CLEC within [...***...].

  

  These credits are not cumulative, so each Order can only receive a maximum credit
  of [...***...].

  
	
  2b.) The time for STI to
  process the response to an email / fax CSR response from an LSP or CLEC

  	
   

  	
  This is the period of time
  from when STI receives the email back from the LSP/ CLEC and either creates a
  ticket in RT to notify customer of porting issues, or populate the NPS
  Process Log

  	
   

  	
  Synchronoss will process [...***...] of these
  emails/faxes within [...***...] of the email receipt.
  This is measured by receipt timestamp on the fax/email and the timestamp
  associated with the next status in the STI system. This SLA only applies to [...***...] of the [...***...] amount. For [...***...] volume over [...***...] this SLA
  does not apply to those orders.

  	
   

  	
  [...***...] credit off of the
  Transaction fee for CSRs not returned to Customer within [...***...] of receipt
  by STI.

  

  [...***...] credit off of the Transaction fee for CSRs not
  returned within [...***...] of receipt by STI.

  

  [...***...] credit off of the Transaction fee for CSRs not
  returned to Customer within [...***...] of receipt by STI

  

  These credits are not cumulative, so each Order can only receive a maximum
  credit of [...***...].

  



 


*** Confidential Treatment Requested


 


25

















 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


26

















 


	
  SLA Category

  	
   

  	
  Response

  	
   

  	
  Credit

  
	
  3.) The time for
  Synchronoss to process the remaining 10% of the manual CSRs using a LSPs
  /CLEC GUI

  	
   

  	
  This is the period of time
  from when STI receives the 3PV message, processes the CSR and either creates
  a ticket in RT to notify customer of potential porting errors, or populate
  the NPS Process Log

  	
   

  	
  Synchronoss will process
  the remaining orders [...***...], within [...***...] of receipt
  from 3PV. This is measured by receipt timestamp and the timestamp associated
  with events in the STI system. This SLA only applies to [...***...] of the [...***...] amount. For [...***...] volume over [...***...] this SLA
  does not apply to those orders.

  	
   

  	
  [...***...] credit off of the
  Transaction fee for CSRs not returned to Customer within [...***...].

  

  [...***...] credit off of the Transaction fee for CSRs not
  returned within [...***...].

  

  [...***...] credit off of the Transaction fee for CSRs not
  returned to Customer within [...***...]

  

  These credits are not cumulative, so each Order can only receive a maximum
  credit of [...***...].

  

  These credits do not apply if the delay is caused by a carrier system
  problem.

  
	
  4a.) The time for
  Synchronoss to process the remaining 10% of orders not completed in 2a. 

  	
   

  	
  This is the period of time
  from when STI receives the 3PV message, sends the CSR request via email or
  fax to the LSP/CLEC.

  	
   

  	
  Synchronoss will process
  the remaining orders for CSR requests [...***...] within [...***...] of receipt
  from 3PV. This is measured by receipt timestamp and the timestamp associated
  with “CSR Requested” message in the STI system. This SLA only applies to [...***...] of the [...***...] amount. For [...***...] volume over [...***...] this SLA
  does not apply to those orders.

  	
   

  	
  [...***...] credit off of the
  Transaction fee for CSRs not sent to LSP/CLEC within [...***...].

  

  [...***...] credit off of the Transaction fee for CSRs not
  sent to LSP/CLEC within [...***...].

  

  [...***...] credit off of the Transaction fee for CSRs not
  sent to LSP/CLEC within [...***...]

  

  These credits are not cumulative, so each Order can only receive a maximum
  credit of [...***...].

  
	
  4b.) The time for STI to
  process the response to an email/fax CSR response from an LSP or CLEC

  	
   

  	
  This is the period of time
  from when STI receives the email back from the LSP / CLEC and either creates
  a ticket in RT to notify customer of porting issues, or populate the NPS
  Process Log

  	
   

  	
  Synchronoss will process
  the remaining [...***...] of the responses received via email/fax
  within [...***...] of receipt from the LSP/ CLEC. This is measured
  by receipt timestamp on the email/fax and the timestamp associated with the
  next status in the STI system. This SLA only applies to [...***...] of the [...***...] amount. For [...***...] volume over [...***...] this SLA
  does not apply to those orders.

  	
   

  	
  [...***...] credit off of the
  Transaction fee for CSRs not returned to Customer within [...***...]

  

  [...***...] credit off of the Transaction fee for CSRs not
  returned to Customer within [...***...]

  

  [...***...] credit off of the Transaction fee for CSRs not
  returned to Customer within [...***...]

  

  These credits are not cumulative, so each Order can only receive a maximum
  credit of [...***...].

  



 


*** Confidential Treatment Requested


27

















 


CSR SLAs (This SLA becomes
effective when the data can be transmitted to the customer via the Vonage
Website or some other agreed upon method and STI is ebonded and certified LSPs)


 


	
  SLA Category

  	
   

  	
  Response

  	
   

  	
  Credit

  
	
  5.) Real Time CSR request &
  response (For LSPs/ CLECs where Synchronoss is eBonded)

  	
   

  	
  Measures the number of
  Real Time CSR requests received and processed via the Synchronoss platform within
  [...***...]. This is measured by the timestamp difference
  between time received and time sent.

  	
   

  	
  Synchronoss will process [...***...] of the CSR
  real time requests with an automated LEC

  

  This SLA is not applicable in instances where the Real Time CSR is too large
  to be received via EDI.

  	
   

  	
  [...***...] credit off of the
  Transaction fee for CSRs not returned to Customer within [...***...]

  

  [...***...] credit off of the Transaction fee for CSRs not
  returned within [...***...].

  

  [...***...] credit off of the Transaction fee for CSRs not
  returned to Customer within [...***...]

  

  These credits are not cumulative, so each Order can only receive a maximum
  credit of [...***...].

  

  These credits do not apply if the delay is caused by a carrier system
  problem.

  
							



 


*** Confidential Treatment Requested


 


28

















 


	
  FOC/DL SLAs

  	
  (This SLA becomes effective
  when STI’s Gateway is porting on behalf of Vonage’s NSPs. This is measured
  from the time the order is received by the STI gateway and sent to the
  ebonded LSP / LSP)  (End state SLA)

  



 


	
  SLA Category

  	
   

  	
  Response

  	
   

  	
  Credit

  
	
  6.) Porting Order/DL
  request & response (For Trading Partners where Synchronoss is
  eBonded with the trading partner)

  	
   

  	
  Measure of porting request
  and DL requests that have received a valid response within a given timeframe

  	
   

  	
  Synchronoss agrees for
  trading partners that Synchronoss is eBonded with that Vonage will receive [...***...] of the non
  complex, error free, porting Orders and DL requests with a FOC date or
  message within [...***...].

  

  Synchronoss agrees for trading partners that Synchronoss is eBonded with that
  Vonage will receive complex, error free, porting Orders and DL requests with
  a FOC date or message according to an SLA table that Synchronoss will provide
  on a regular basis.

  	
   

  	
  [...***...] credit off of the
  Transaction fee for orders with a response not returned to Customer according
  to the SLR Table.

  

  [...***...] credit off of the Transaction fee for orders with
  a response not returned to Customer according to the SLA Table [...***...].

  

  [...***...] credit off of the Transaction fee for orders with
  a response not returned to Customer according to the SLA Table [...***...]

  

  These credits are not cumulative, so each Order can only receive a maximum
  credit of [...***...].

  
	
  7.) Porting Order/DL
  request & response (For Trading Partners where Synchronoss is not
  eBonded with)

  	
   

  	
  Measure of porting and DL
  requests that have received a valid response within a given timeframe

  	
   

  	
  Synchronoss agrees for
  trading partners that Synchronoss is not eBonded with that Vonage will
  receive [...***...] of the error free, non complex, porting Orders
  and DL requests with a FOC or message

  	
   

  	
  [...***...] credit off of the
  Transaction fee for Orders with a response not returned to Customer according
  to the SLA Table.

  

  [...***...] credit off of the Transaction fee for Orders with
  a response not returned to Customer according to the SLA Table [...***...].

  

  [...***...] credit off of the Transaction fee for Orders with
  a response not returned to

  
	
   

  	
   

  	
   

  	
   

  	
  according to an SLA table
  that Synchronoss will provide on a regular basis. (Monday thru Friday).

  

  Synchronoss agrees for trading partners that Synchronoss is not eBonded with
  that Vonage will receive [...***...] of the error free,
  complex, porting Orders and DL requests with a FOC or message according to an
  SLA table that Synchronoss will provide on a regular basis.

  	
   

  	
  Customer according to the
  SLA Table [...***...]

  

  These credits are not cumulative, so each Order can only receive a maximum
  credit of [...***...].

  



 


*** Confidential Treatment Requested


29

















 


	
  8.) Exception Order
  request FOC Date

  	
   

  	
  Measure of exception
  request response with a FOC Date

  	
   

  	
  Synchronoss will agree
  that [...***...] of all non complex exception Orders from an
  ebonded trading partner will be resolved and a FOC Date returned to Vonage
  within [...***...].

  

  For complex exception Orders and no-complex orders from a non ebonded trading
  partner the error will be resolved and a FOC Date returned to Vonage
  according to an SLA table that Synchronoss will provide on a regular basis.

  	
   

  	
  [...***...] credit off of the
  Transaction fee for Orders with a response not returned to Customer according
  to the SLA Table.

  

  [...***...] credit off of the Transaction fee for Orders with
  a response not returned to Customer according to the SLA Table [...***...].

  

  [...***...] credit off of the Transaction fee for Orders with
  a response not returned to Customer according to the SLA Table [...***...]

  

  These credits are not cumulative, so each Order can only receive a maximum
  credit of [...***...].

  



 


*** Confidential Treatment Requested


 


30

















 


	
  Activation SLAs

  	
  (This SLA is for orders where
  STI is doing the activation on Vonage Orders ported on behalf of Vonage’s
  NSPs)

  



 


	
  SLA Category

  	
   

  	
  Response

  	
   

  	
  Remedy

  
	
  9.) Porting Activation
  Request

  	
   

  	
  Measure of activation
  response

  	
   

  	
  Synchronoss will agree
  that [...***...] of the non complex porting requests received from
  Vonage will be delivered to the NPAC in less than [...***...]. Complex
  porting requests received from Vonage will be delivered to the NPAC according
  to an SLA table that Synchronoss will provide on a regular basis.

  

  This SLA does not apply during NPAC maintenance periods

  	
   

  	
  [...***...] credit off of the
  Transaction fee for Orders not delivered to NPAC within [...***...]. (Applies to
  single telephone number orders only, not batch files)

  
	
  10.) Porting Activation
  Exceptions

  	
   

  	
  Measure of exception
  request response

  	
   

  	
  Synchronoss will agree
  that [...***...] of the non complex porting activation exceptions
  will be resolved with an activation within [...***...].

  

  Complex porting activation exceptions will be resolved with an activation
  according to an SLA table that Synchronoss will provide on a regular basis.

  

  This SLA does not apply during NPAC maintenance periods

  	
   

  	
  [...***...] credit off of the
  Transaction fee for Orders not delivered to NPAC within [...***...].

  

  [...***...] credit off of the Transaction fee for Orders not
  delivered to NPAC within [...***...].

  

  [...***...] credit off of the Transaction fee for Orders not
  delivered to NPAC within [...***...].

  

  These credits are not cumulative, so each Order can only receive a maximum
  credit of [...***...].

  



 


*** Confidential Treatment Requested


31

















 


Porting
SLA


 


	
  SLA Category

  	
   

  	
  Response

  	
   

  	
  Credit

  
	
  11.) Ebonded Carrier

  	
   

  	
  Measures the average number
  of days it will take to port a TN from an Ebonded carrier.

  	
   

  	
  Synchronoss agrees that
  the average port interval for non complex orders with an eBonded carrier will
  be [...***...] days from the acceptance of a clean CSR. ** For
  non complex eBonded orders with DSL for Verizon East the port interval will
  be [...***...] days from the acceptance of a clean CSR. **

  	
   

  	
  [...***...] credit off of the
  Transaction fee for Orders not completed within [...***...].

  

  [...***...] credit off of the Transaction fee for Orders not
  completed within [...***...].

  

  [...***...] credit off of the Transaction fee for Orders not
  completed within [...***...].

  

  These credits are not cumulative, so each Order can only receive a maximum
  credit of [...***...].

  
	
  12.) Non- eBonded Carriers

  	
   

  	
  Measures the average
  number of days it will take to port a TN from a non-eBonded carrier.

  	
   

  	
  Synchronoss agrees that
  the average port interval for non complex orders with a non-eBonded carrier
  will be [...***...] days from the acceptance of a clean CSR. **

  	
   

  	
  [...***...] credit off of the
  Transaction fee for Orders not completed within [...***...].

  

  [...***...] credit off of the Transaction fee for Orders not
  completed within [...***...].

  

  [...***...] credit off of the Transaction fee for Orders not
  completed within [...***...].

  

  These credits are not cumulative, so each Order can only receive a maximum
  credit of [...***...].

  



 






**  This SLA is available when Synchronoss is
porting the number on behalf of Vonage’s NSP


 


**  These SLA’s are based on current ILEC/CLEC
business rules and may need to be modified if the ILEC/CLEC business rules should
change


 


*** Confidential Treatment Requested


32

















 


System Availability

SLAB


 


	
  SLA Category

  	
   

  	
  Response

  	
   

  	
  Remedy

  
	
  13.) Systems Availability

  	
   

  	
  Uptime

  	
   

  	
  Synchronoss agrees that
  its systems will be available [...***...] of the time per month
  during the daily hours of [...***...] to [...***...] - Monday
  thru Sunday EST. This response does not include scheduled downtime.

  	
   

  	
  [...***...] credit off all
  Transaction fees for that month’s invoice if the systems are unavailable for
  a cumulative amount in excess of [...***...] and up to [...***...] in duration.

  

  [...***...] credit off all Transaction fees for that month’s
  invoice if the systems are unavailable for a cumulative amount in excess of [...***...] and up to [...***...] in duration.

  

  [...***...] credit off all Transaction fees for that month’s
  invoice if the systems are unavailable for a cumulative amount in excess of [...***...] in duration.

  

  These credits are cumulative, so that each month’s invoice can receive a
  maximum credit of [...***...].

  
	
  14.) Scheduled Downtime

  	
   

  	
  Scheduled Downtime

  	
   

  	
  Synchronoss agrees that it
  will not schedule down time in excess of [...***...] per month
  outside of the above timeframes.

  	
   

  	
  [...***...] credit off of all
  Transaction fees for that month’s invoice for each event of scheduled
  downtime beyond the first [...***...] in duration.

  

  This remedy is capped at [...***...].

  
	
  15.) Network Connectivity

  	
   

  	
  Measures the up time of
  the telco network Synchronoss uses to send and receive data.

  	
   

  	
  Synchronoss agrees that
  that its telco network will be available [...***...] of the time.

  	
   

  	
  0.5% credit off of all
  Transaction fees for that month’s invoice for each event of scheduled downtime
  beyond the first [...***...] in duration.

  

  This remedy is capped at [...***...].

  
	
  16.) Application Server(s)

  	
   

  	
  Uptime

  	
   

  	
  Synchronoss agrees that an
  application server will be available [...***...] of the time per month
  during the daily hours of [...***...] to [...***...] - Monday
  thru Sunday EST. This response does not include scheduled downtime.

  	
   

  	
  [...***...] credit off of all
  Transaction fees for that month’s invoice for each event of scheduled
  downtime beyond the first [...***...] in duration.

  

  This remedy is capped at [...***...].

  



 


*** Confidential Treatment Requested


 


33

















 


Synchronoss
shall provide Customer with monthly reports detailing its compliance or
noncompliance with the SLAs set forth above, which shall include any supporting
information for calculation of the credits.


 


All credits
due to Customer pursuant to these SLAs shall be reflected on the same invoice
as the Transactions fees to which they relate.


 


•                  Vonage
will supply Synchronoss with a 1 month notification, in regards to any major
promotional campaigns (print or multimedia) being launched that could
potentially increase the projected volumes of Orders.


•                  Synchronoss
Technologies has a Business Continuity Plan, which encompasses STI’s DR plan
and is available upon request from Vonage.


 


34

















 


Attachment 2


Order Fee Schedule Matrix


(See attached matrix)


 


	
  Scenario

  	
   

  	
  Port-

  In

  	
   

  	
  Port

  Out

  	
   

  	
  Disconnect

  	
   

  	
  Cancel

  	
   

  	
  Change DD

  	
   

  	
  Incomplete

  	
   

  	
  DL

  
	
  1

  	
   

  	
  Vonage Port In number from
  another carrier

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  Vonage requests directory
  listing on a Port In Order from another Carrier on the same Port In Order via
  mechanized interface

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3

  	
   

  	
  Vonage requests a
  directory listing on a Port In number after Vonage has Ported the Number

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  *

  
	
  4

  	
   

  	
  Another carrier requests
  to Port a number from Vonage

  	
   

  	
   

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5

  	
   

  	
  Vonage requests a Port In
  number to be disconnected and remove listings

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6

  	
   

  	
  On a Port In Order Vonage
  provides Synchronoss a FOC change before 2pm eastern time.

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7

  	
   

  	
  On a Port In Order Vonage
  provides Synchronoss a FOC change after 2pm eastern time.

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  
	
  8

  	
   

  	
  A Port Out Order requires
  a change of DD after 2pm eastern time.

  	
   

  	
   

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  
	
  9

  	
   

  	
  A customer changes a FOC
  more than 3 times on a LNP order

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  
	
  10

  	
   

  	
  A Port In or Port Out
  Order is canceled before the subscription is made at the 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


35

















 


	
   

  	
   

  	
  NPAC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11

  	
   

  	
  A Port In Order is
  canceled after a subscription is made with the N PAC

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12

  	
   

  	
  A Port Out Order is
  canceled after a subscription is made with the NPAC

  	
   

  	
   

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13

  	
   

  	
  A customer wants to change
  a listing on a LNP Order after it has been ported

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  *

  
	
  14

  	
   

  	
  A customer wants to list a
  Vonage telephone number

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  *

  
	
  15

  	
   

  	
  An Order starts the
  porting process and then remains inactive for 45 calendar days without being
  subscribed at the NPAC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  *

  	
   

  	
   

  
	
  16

  	
   

  	
  A Disconnect Order is
  updated with a DD or data change before the agreed upon cut off time on the
  day of the DD

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17

  	
   

  	
  A Disconnect Order is
  canceled before it is subscribed with at the NPAC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  18

  	
   

  	
  A carrier requests to Port
  Out a number and during the process Vonage wins back the customer before a
  NPAC subscription has been created

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  19

  	
   

  	
  A carrier requests to Port
  Out a number and during the process Vonage wins back the customer but a NPAC
  subscription has been created

  	
   

  	
   

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


36

















 


Report Examples


 


Daily Report


 


	
  Mon Apr 11

  	
   

  	
  page 1

  
	
  DAILY REPORT

  	
   

  
	
   

  
	
  Run Date

  	
   

  
	
  11-APR-2005 07:00:00

  
	
   

  
	
   

  
	
  Orders Received in Current Bill Period Type

  
	
   

  
	
  Order

  	
   

  	
  Day

  	
   

  	
  Total

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LNP

  	
   

  	
  04-01-05

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  04-02-05

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  04-03-05

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  04-04-05

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  04-05-05

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  04-06-05

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  04-07-05

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  04-08-05

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  04-09-05

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  04-10-05

  	
   

  	
   

  	
   

  
	
  ****************

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sub-Total

  	
   

  	
  xxxxx

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  xxxxx

  	
   

  	
   

  	
   

  
										



 


37

















 


	
  Year

  	
   

  	
  (All)

  
	
  Month

  	
   

  	
  (41)

  
	
  Week Ending

  	
   

  	
  (All)

  



 


	
  Total New Orders

  	
   

  	
  Order Type

  
	
  Received Date

  	
   

  	
  LSP_Name

  	
   

  	
  LNP

  	
  DL

  	
   

  	
  Grand Total

  
	
  4/7/2005

  	
   

  	
  Verizon East

  	
   

  	
  [...***...]

  	
   

  	
  [...***...]

  
	
   

  	
   

  	
  Bell South

  	
   

  	
  [...***...]

  	
   

  	
  [...***...]

  
	
   

  	
   

  	
  SBC/PacBell/Snet/Ameritech

  	
   

  	
  [...***...]

  	
   

  	
  [...***...]

  
	
   

  	
   

  	
  (blank)

  	
   

  	
  [...***...]

  	
   

  	
  [...***...]

  
	
   

  	
   

  	
  Qwest

  	
   

  	
  [...***...]

  	
   

  	
  [...***...]

  
	
   

  	
   

  	
  Verizon West

  	
   

  	
  [...***...]

  	
   

  	
  [...***...]

  
	
   

  	
   

  	
  Comcast/ATT Broadband

  	
   

  	
  [...***...]

  	
   

  	
  [...***...]

  
	
   

  	
   

  	
  Cox

  	
   

  	
  [...***...]

  	
   

  	
  [...***...]

  
	
   

  	
   

  	
  Focal

  	
   

  	
  [...***...]

  	
   

  	
  [...***...]

  
	
   

  	
   

  	
  Teleport Communications

  	
   

  	
  [...***...]

  	
   

  	
  [...***...]

  
	
   

  	
   

  	
  XO Communications

  	
   

  	
  [...***...]

  	
   

  	
  [...***...]

  
	
   

  	
   

  	
  Central Telephone Co

  	
   

  	
  [...***...]

  	
   

  	
  [...***...]

  
	
   

  	
   

  	
  Cablevision

  	
   

  	
  [...***...]

  	
   

  	
  [...***...]

  
	
   

  	
   

  	
  Knology

  	
   

  	
  [...***...]

  	
   

  	
  [...***...]

  
	
   

  	
   

  	
  Broadview

  	
   

  	
  [...***...]

  	
   

  	
  [...***...]

  
	
   

  	
   

  	
  Cincinnati Bell

  	
   

  	
  [...***...]

  	
   

  	
  [...***...]

  
	
   

  	
   

  	
  KMC Telecom

  	
   

  	
  [...***...]

  	
   

  	
  [...***...]

  
	
   

  	
   

  	
  Florida Digital Ntwk

  	
   

  	
  [...***...]

  	
   

  	
  [...***...]

  
	
   

  	
   

  	
  MU Metro ATS

  	
   

  	
  [...***...]

  	
   

  	
  [...***...]

  
	
   

  	
   

  	
  MPower Comm

  	
   

  	
  [...***...]

  	
   

  	
  [...***...]

  
	
   

  	
   

  	
  Paetec

  	
   

  	
  [...***...]

  	
   

  	
  [...***...]

  
	
   

  	
   

  	
  Choice One

  	
   

  	
  [...***...]

  	
   

  	
  [...***...]

  
	
   

  	
   

  	
  RCN

  	
   

  	
  [...***...]

  	
   

  	
  [...***...]

  
	
   

  	
   

  	
  Altel/Sugarland

  	
   

  	
  [...***...]

  	
   

  	
  [...***...]

  
	
   

  	
   

  	
  Sprint

  	
   

  	
  [...***...]

  	
   

  	
  [...***...]

  
	
   

  	
   

  	
  Starpower Communications

  	
   

  	
  [...***...]

  	
   

  	
  [...***...]

  
	
   

  	
   

  	
  Citizens

  	
   

  	
  [...***...]

  	
   

  	
  [...***...]

  
	
   

  	
   

  	
  United Telephone Co.(Sprint)

  	
   

  	
  [...***...]

  	
   

  	
  [...***...]

  
	
   

  	
   

  	
  Allegiance Telcom

  	
   

  	
  [...***...]

  	
   

  	
  [...***...]

  
	
   

  	
   

  	
  Cavalier

  	
   

  	
  [...***...]

  	
   

  	
  [...***...]

  
	
   

  	
   

  	
  Conversent Comm

  	
   

  	
  [...***...]

  	
   

  	
  [...***...]

  
	
   

  	
   

  	
  Alltel

  	
   

  	
  [...***...]

  	
   

  	
  [...***...]

  
	
  4/7/2005 Total

  	
   

  	
   

  	
   

  	
  [...***...]

  	
   

  	
  [...***...]

  



 


This report shows
the daily activity. In addition, it allows for manipulation for year to date
and separation by carrier. A second tab associated with the report shows all
cancels and completes.


 


***
Confidential Treatment Requested


38

















 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


39














 


[letterhead with top & right border]


 


[logo]


 


Vonage
e911 Gateway and Error 

management support 

Statement of Work


 


Date:  03/16/2006


 


Proprietary Information


Not to be disclosed without written permission from Synchronoss
Technologies, Inc.


 

















 


TABLE OF CONTENTS


 


	
  1.0

  	
  STATEMENT OF WORK

  	
  3

  
	
   

  	
   

  	
   

  
	
  2.0

  	
  STATEMENT OF WORK (“SOW”) OVERVIEW

  	
  3

  
	
   

  	
   

  	
   

  
	
  2.1

  	
  BUSINESS OVERVIEW AND
  OBJECTIVES

  	
  3

  
	
   

  	
   

  	
   

  
	
  3.0

  	
  DEFINITIONS

  	
  3

  
	
   

  	
   

  	
   

  
	
  4.0

  	
  PROJECT SCOPE

  	
  6

  
	
   

  	
   

  	
   

  
	
  4.1

  	
  OVERVIEW

  	
  6

  
	
  4.2

  	
  SERVICES TO BE
  PROVIDED

  	
  6

  
	
  4.3

  	
  REPORTING

  	
  7

  
	
  4.4

  	
  DELIVERABLES

  	
  7

  
	
   

  	
   

  	
   

  
	
  5.0

  	
  PROJECT RESPONSIBILITIES, ASSUMPTIONS AND METRICS

  	
  8

  
	
   

  	
   

  	
   

  
	
  5.1

  	
  SYNCHRONOSS
  RESPONSIBILITIES

  	
  8

  
	
  5.2

  	
  CUSTOMER’S
  RESPONSIBILITIES

  	
  9

  
	
  5.3

  	
  PROJECT ASSUMPTIONS

  	
  9

  
	
  5.4

  	
  PERFORMANCE METRICS

  	
  10

  
	
   

  	
   

  	
   

  
	
  6.0

  	
  CRITICAL MILESTONES

  	
  10

  
	
   

  	
   

  	
   

  
	
  6.1

  	
  IMPLEMENTATION PHASE

  	
  10

  
	
   

  	
   

  	
   

  
	
  7.0

  	
  COMPENSATION

  	
  11

  
	
   

  	
   

  	
   

  
	
  7.1

  	
  PRICING

  	
  11

  
	
  7.2

  	
  KEY PRICING
  ASSUMPTIONS

  	
  11

  
	
   

  	
   

  	
   

  
	
  8.0

  	
  INTELLECTUAL PROPERTY INVENTORY

  	
  12

  
	
   

  	
   

  	
   

  
	
  9.0

  	
  TERM AND TERMINATION

  	
  13

  
	
   

  	
   

  	
   

  
	
  10.0

  	
  PROJECT LEADS

  	
  14

  
	
   

  	
   

  	
   

  
	
  11.0

  	
  ACCEPTANCE OF STATEMENT OF WORK

  	
  14

  
	
   

  	
   

  	
   

  
	
  SCHEDULE B – SLAS

  	
  17

  
	
   

  	
   

  
	
  ATTACHMENT C

  	
  20

  
	
   

  	
   

  
	
  ATTACHMENT D

  	
  21

  



 

















 


1.0  Statement of Work


 


This Statement
of Work is entered into with Vonage Network Inc., a Delaware corporation (“Vonage”
or “Customer”) with a principal place of business at 23 Main Street,
Holmdel, New Jersey and Synchronoss Technologies, Inc. a Delaware corporation
with a principal place of business at 750 Route 202 South, Suite 600,
Bridgewater, NJ 08807, (“Synchronoss”) pursuant to the Master Services
Agreement between the parties, dated as of May 5, 2005 (the “Services Agreement”).
This Statement of Work shall have no effect, separate and apart from the Services
Agreement, and all capitalized terms used herein without definition will have
the same meanings as specified therefore in the Services Agreement.


 


2.0  Statement of Work (“SOW”) Overview


 


2.1  Business
Overview and Objectives


 


This SOW
supports the development of the e911 Error correction gateway, as well as e911 manual
Error support for those addresses that can not be verified and completed during
the automated process. Synchronoss will provide an outsourced platform to be
utilized by Synchronoss agents to work the e911 Error.


 


3.0  Definitions


 


	
  Word

  	
   

  	
  Definition

  
	
  ActivationNow®

  	
   

  	
  Synchronoss’
  proprietary platform, which Synchronoss uses internally to integrate the
  process components critical to complex voice, data and IP service
  fulfillment.

  
	
  Cancel Order

  	
   

  	
  An Order to
  cancel a pending transaction at any time before completion or before the
  Order is declared incomplete.

  
	
  CA

  	
   

  	
  Vonage’s
  internal Customer Care Application that manages various internal workflow.

  
	
  Ebonded

  	
   

  	
  Connected
  via a mechanized interface using CORBA or XML

  
	
  End User

  	
   

  	
  The final
  user of a service provided by Vonage or a Telephone Service provider

  
	
  Error

  	
   

  	
  An address
  on a Vonage Order that does not match the TCS database

  
	
  Exception
  Order

  	
   

  	
  An order
  where an SLA is not met

  
	
  Fallout

  	
   

  	
  When Orders
  do not flow through the systems and require manual intervention to complete
  the Order process.

  
	
  FOC Date

  	
   

  	
  The date the
  Donor Carrier has confirmed the Port will take place.

  



 


	
  3/24/2006

  	
   

  	
  © 2006 Synchronoss Technologies Inc.

  



 


3

















 


	
  Incomplete
  Order

  	
   

  	
  An
  incomplete order that has had no activity for 45 days and a subscription has
  not been done at the NPAC.

  
	
  IXC

  	
   

  	
  Inter-Exchange
  Carrier provides telephone service between service exchanges

  
	
  LD

  	
   

  	
  Long
  Distance is a service provided by different companies to process calls
  outside an end users local calling area

  
	
  LEC

  	
   

  	
  Local
  Exchange Carrier provides local telephone service to end users

  
	
  LERG

  	
   

  	
  Local
  Exchange Routing Guide which lists all North American Class 5 Offices and
  describes their relationship to Class 4 offices

  
	
  LIDB

  	
   

  	
  Line
  Information Database containing all valid telephone and calling card card
  numbers in the relevant region, and has the necessary information to perform
  billing validation

  
	
  LNP

  	
   

  	
  Local Number
  Portability is the process of moving a donor carriers telephone number to a
  new carrier

  
	
  LOA

  	
   

  	
  Letter of
  Authorization provides the new telecommunications provider with permission to
  act on behalf of a customer

  
	
  LSP

  	
   

  	
  The local
  telephone company currently providing service to the subscriber

  
	
  LSR

  	
   

  	
  Local
  Service Request is a form used to process porting requests with the carriers

  
	
  Manual CSR
  Lookup

  	
   

  	
  A non
  eBonded CSR lookup is completed with carriers to which Synchronoss is not
  connected to via a mechanized interface

  
	
  Non-Ebonded

  	
   

  	
  All other
  methods of connectivity between two companies, including E-fax and using the
  LSPs / LSPs GUI

  
	
  Not Resolved

  	
   

  	
  Orders that
  STI worked measured by change of status but was not able to complete due to
  issues outside of STI’s control.

  
	
  NSP

  	
   

  	
  Network
  Service Provider refers to the companies Vonage uses to provide their last
  mile telephone service connectivity, numbers and connectivity

  
	
  Order

  	
   

  	
  A e911 Error
  order received by STI to work.

  
	
  Production

  	
   

  	
  Application
  is working in outside of a test environment

  
	
  Production
  Period

  	
   

  	
  The 24months
  following the implementation period and beginning with the first successful
  e911 Error Order processed.

  
	
  RT

  	
   

  	
  Response
  Tracking is the system utilized by Vonage customer care to track end user
  email communications

  
	
  SME

  	
   

  	
  Subject
  Matter Expert is someone knowledgeable in a specific area

  



 


4

















 


	
  SPOC

  	
   

  	
  Single Point
  of Contact is the key individual within a company assigned to handle the
  internal coordination needed between departments to work with an outside
  vendor

  
	
  SSL

  	
   

  	
  Secure
  Socket Layer used for secure data transmitting

  
	
  Standard
  Reports

  	
   

  	
  Reports that
  are designed and delivered on a recurring schedule that provide Order status
  and SLA status.

  
	
  Status Codes

  	
   

  	
  Codes that
  explain the status of an Order during the processing of an Order.

  
	
  Subscriber

  	
   

  	
  A Vonage
  Customer

  
	
  TCS

  	
   

  	
  TeleCommunication
  Systems, the 911 provider for Vonage services.

  



 


5

















 


4.0  Project Scope


 


4.1  Overview


 


To develop the
e911 Error correction gateway, as well as manage all of the e911 Error for
Vonage, Synchronoss shall support the following activities:


 


•             Synchronoss
will receive all of the Vonage e911 Error transactions thru a tool that
Synchronoss shall develop and provide access to Vonage and pass to TCS for
correction validation. Prior to the development of the Synchronoss tool, Vonage
shall send its e911 Error transactions to Synchronoss by uploading the errors
to the Vonage RT System which Synchronoss shall access via a virtual private
network and a password and id assigned by Vonage.


 


•             Synchronoss
will verify the customer supplied address with the TCS database and pass the
appropriate information back to Vonage.


 


•             Synchronoss
will manage the e911 Error and contact the customer where necessary, via a
phone call and/or email, to verify their information and gather the correct
information for the Vonage billing database.


 


•             Synchronoss
will provide standard reporting to Vonage to show the performance of the e911
Error correction program.


 


4.2  Services
to be provided


 


To meet Vonage’s
e911 Error correction gateway processing requirements, Synchronoss shall
provide the following Set-Up and Configuration services (collectively “Services”):


 


•             Configuration
of and access to the Synchronoss ActivationNow® platform for e911 Error
correction and workflow management


•             Hosted
hardware


•             Full
tier 1 to 3 tech support for ActivationNow®


•             Fully
redundant systems


•             Access
to Web-based Order status and reporting interface


•             Data
collection and reporting


•             Generate
Status Codes and data streams to provide Vonage with an update of all e911
transaction that flow thru the gateway


•             Maintain
and update systems and programs


 


6

















 


In order to
process each e911 transaction, Synchronoss shall host the ActivationNow®
platform at its site and provide the following functions:


 


•             Receive
all e911 Error transactions from Vonage via a format to be determined by both
parties and management of these transactions


•             Synchronoss
will manage all e911 Error transactions in a Synchronoss Care Center.


•             Work-list
functionality to manage all of the e911 Error transactions between Vonage and
TCS.


•             Generate
Reports, as specified in Section 4.3 below and deliver as discussed between
Synchronoss and Vonage.


 


4.3  Reporting


 


During the
eight-week development of the detailed system requirements, Synchronoss and
Vonage will discuss and agree upon 3 Standard Reports. Additional reports are
available at additional ad-hoc rates.


 


4.4  Deliverables


 


Deliverables
for these Services are the three (3) Standard Reports described in Section 4.3.


 


7

















 


5.0  Project Responsibilities, Assumptions and
Metrics


 


5.1  Synchronoss
Responsibilities


 


•             The
Synchronoss Project Manager shall coordinate, plan, organize, control,
integrate and manage the completion of all project initiatives according
to sound project management principles.


 


•             The
Synchronoss Project Manager has overall project implementation responsibility
and accountability for implementing the ActivationNow® platform pieces for
the e911 Error transaction.


 


•             Synchronoss
will provide mock reports for SLA compliance four weeks after final
contract signature between Synchronoss and Vonage. The parties shall
discuss the provided format and agree upon a format for future reports.


 


•             Synchronoss
will make the SLA compliance reports available to Vonage 8 weeks following
final contract signature between Synchronoss and Vonage.


 


•             Synchronoss
that Interface with the Vonage SPOC for any project issues.


 


•             Synchronoss
shat participate in all relevant Vonage e911 project meetings.


 


•             Synchronoss
shat, provide a SPOC for Vonage.


 


•             Synchronoss
shall maintain confidentiality and abide by Vonage e911 policies, privacy
policy and, when on Vonage site(s), security polices and procedures.


 


•             Synchronoss
shall document business requirements necessary to meet the objectives of this
SOW and provide such documentation to Vonage.


 


•             Synchronoss
shall provide all necessary resources to perform tasks outlined in this SOW.


 


•             Synchronoss
shall provide system release schedules, updated requirements and maintenance
schedules as mutually agreed by the parties.


 


•             See
Attachment C for the E911 Error correction process.


 


•             Synchronoss
will utilize the Change Management form (see Attachment D) to notify Vonage of
any potential opportunities for improvements.


 


•             Synchronoss
shall not use Vonage’s name, logos, service marks, trademarks and/or trade
dress without Vonage’s prior written consent.


 


8

















 


5.2  Customer’s
Responsibilities


 


In connection
with this SOW, the Customer shall perform the following functions:


 


•             Customer
shall assign a SPOC to coordinate and manage all internal Customer
activities to support the project schedule for Vonage’s internal updates.


 


•             Upon
reasonable notice from Synchronoss, Vonage shall make available SMEs to
work with Synchronoss on a real-time basis as required.


 


•             Vonage
will be notified via an error message from TCS that the address has not
passed verification and will then pass those addresses to Synchronoss to
work.


 


•             Vonage
shall provide access to all data and systems necessary to support project
timelines and objectives.


 


•             The
Vonage SPOC will designate and invite the appropriate attendees to participate
in weekly (or other mutually agreed to time period) project status meetings.


 


•             While
in production, the Customer shall provide a SPOC and escalation process for all
systems and processes outside of Synchronoss’ control.


 


•             The
Customer or their designated e911 Vendor shall provide Synchronoss with on
going system release schedules and coordinate activities.


 


•             Vonage
will utilize the Change Management form (see Attachment D) to notify
Synchronoss of any potential opportunities for improvements.


 


•             During
and after the term of this Statement of Work, Customer agrees to (i) defend
Synchronoss against any claim by a third party that results from or arises out
of any Customer Information provided by Customer and (ii) indemnify Synchronoss
for settlement amounts and damages, liabilities, penalties, costs and expenses
(including reasonable attorneys’ fees) finally awarded and arising out of such
claim; provided, that the foregoing shall not apply to the extent of
Synchronoss’ gross negligence or willful misconduct in performing the
Services related to such claim


 


•             Vonage
shall not use Synchronoss’ name, logos, service marks, trademarks and/or
trade dress without Synchronoss’ prior written consent


 


5.3  Project
Assumptions


 


•             Both
parties will agree and sign off on the acceptance of their understanding of the
detailed Synchronoss proprietary requirements documentation.


 


•             Target
functionality is to support the flow through of all Vonage e911 Error
transactions.


 


•             Synchronoss
will provide Customer with a SPOC for this project in addition to an escalation
process and contact list.


 


•             Customer
will provide Synchronoss with a SPOC for this project in addition to an
escalation process and contact list.


 


•             Customer
will provide technical SME for data integration process.


 


9

















 


•             Data
encryption is SSL or other alternative method agreed to by parties.


 


•             Project
status meetings will occur weekly (or other mutually agreed to time period) via
teleconferencing or in person.


 


•             Customer
resources will be available and committed to a schedule for analysis, review
and clarification and project related issues.


 


•             Customer
and / or Synchronoss will resolve all outstanding issues related to the project
that is the subject of this SOW within a reasonable time period not to exceed
four (4) weeks after the execution of this SOW by both parties.


 


•             Customer
agrees that in performing the Services Synchronoss (i) will use and rely
primarily on the Customer Information and (ii) does not assume any
responsibility for the accuracy or completeness of any Customer Information,
and will not undertake to verify its accuracy or completeness. By way of
illustration and not limitation, Synchronoss will rely on the address and
telephone number from Vonage to perform error correction work and Synchronoss
will rely on the TCS database as the 911 official database of record.


 


5.4  Performance
Metrics


 


Please see
attached Schedule B for SLAs.


 


6.0  Critical Milestones


 


6.1  Implementation
Phase


 


The
Implementation Phase will begin on February 6, 2006 and be completed on April
3, 2006. A detailed project plan will be created upon contract signing. The
Plan will include the following:


 


•             Requirements


•             Development


•             Database
setup


•             Unit
Testing


•             Integration
Testing


•             Launch


 


10

















 


7.0  Compensation


 


7.1  Pricing


 


Refer to
Schedule A.


 


7.2  Key
Pricing Assumptions


 


•             Synchronoss
shall invoice the Customer on the first of every month for the preceding month’s
transactions.


 


•             Travel
and living expenses (i.e. airfare, hotel, car, meal, phone) associated with
project activities will be pre-approved by Vonage in writing and billed back to
Vonage at cost. Vonage shall have no obligation to reimburse Synchronoss for
any travel or living expenses that Vonage has not pre-approved.


 


•             Vonage
will incur a cost for all API updates and maintenance involving the connection
between Synchronoss and TCS in order to keep the e911 Error Correction Gateway
current with latest TCS API.


 


•             All
telecommunications and bandwidth costs between Vonage and Synchronoss, or
Vonage’s channel partners/customers and Synchronoss, will be paid by Vonage at
its expense. To the extent possible, Synchronoss shall use Vonage service on
accounts Vonage shall provide Synchronoss exclusively for this purpose.


 


•             If
an order is processed from “initial” status to another state in the STI Error
Correction Gateway) and a customer cancels their Vonage order, Synchronoss will
bill Vonage for the error correction.


 


•             If
the order status has not changed from the “initial” status and customer cancels
the order Synchronoss will not charge Vonage for the error correction.


 


11

















 


8.0  Intellectual Property Inventory


 


All software,
hardware, know-how, processes and other information, as well as all modifications,
fixes and upgrades to same, that are described in this Section 8.0 or that are
otherwise used in connection with performing the Services shall not be deemed
to be Deliverables as such term is used in the Services Agreement. Synchronoss
Intellectual Property for this project consists of ActivationNow® and its
components including without limitation the following:


 


•             Electronic
Order Gateway that is used to receive both LNP and non LNP Orders from the
Customer and provide status back to the Customer using Synchronoss defined
messages.


•             Work
Flow Manager, which is used to process Orders.


•             Web
Based User Interface used to view and manage Orders.


•             A
reporting GUI used to show Customer standard reports and status.


 


If necessary
to access the Service provided under this Statement of Work, then during the
term of this Statement of Work and subject to all terms and conditions in the
Agreement, Synchronoss grants Customer a nonexclusive, nontransferable license
to use the applicable components of the Synchronoss Intellectual Property (via
the interface that Synchronoss makes available to Customer) solely in
connection with accessing the Service for Customer’s internal business purposes.
Except for the limited rights and licenses expressly granted under this
Section 9.1 concerning the Synchronoss Intellectual Property, Customer
receives no right or license to possess or use any of the foregoing, no other
use is permitted and Synchronoss (and its licensors) shall retain all right,
title and interest therein and thereto.


 


12

















 


9.0  Term and Termination


 


9.1.1  Term
of Statement of Work


 


The term of
this SOW is from February 6, 2006 and will continue for 12 months following the
processing of the first e911 Error order. Any time during the implementation or
at the conclusion of this SOW, the Customer may extend this project or increase
the scope. In such event, the parties will negotiate in good faith an amendment
to this SOW with the revised scope, deliverables, and associated pricing,  Unless terminated by either party, the project
will automatically continue for successive 12 month periods under the
terms of this agreement. At lease sixty (60) days prior to any automatic
renewal, Synchronoss shall notify Customer of the impending renewal.


 


9.1.2  Termination
for Convenience


 


Customer shall
notify Synchronoss with a minimum of [...***...] advanced notice in writing, of
Customer’s intention to terminate this SOW for convenience, during which
period, Synchronoss shall continue to provide services in connection with this
SOW.


 


***
Confidential Treatment Requested


 


13

















 


10.0  Project Leads


 


	
  Vonage
  Network Inc.

  
	
  Name:

  	
   

  	
   

  
	
   

  
	
  Synchronoss
  Technologies, Inc.

  
	
  Name:
  Anthony Socci

  



 


11.0  Acceptance of Statement of Work


 


	
  Vonage
  Network Inc.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signed

  	
  /s/

  	
   

  	
  Date

  	
  30 March
  2006

  	
   

  
	
   

  	
   

  	
   

  
	
  Title

  	
  President

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Synchronoss
  Technologies, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signed

  	
  /s/

  	
   

  	
  Date

  	
  3/16/06

  	
   

  
	
   

  	
   

  	
   

  
	
  Title

  	
  VP Service
  Delivery

  	
   

  	
   

  	
   

  
											



 


14

















 


Schedule A


 


1.0  Connect Fee


 


Connect fee of
[...***...]. This fee will be invoiced in two installments half on the date of
signature of this agreement and the remaining half after implementation of the
e911 error correction gateway. This fee is for services and expenses associated
with establishment of the e911 Error correction gateway.


 


2.0  Transaction Pricing


 


Synchronoss
will charge Vonage [...***...] per error over an 8 week build and
implementation time frame. Following the 8-week delivery timeframe and Vonage’s
acceptance of Sychronoss work, the cost per error correction will fall to [...***...]
per error with no accompanying gateway charge to Vonage. The [...***...] Error
price includes working the error and up to [...***...] outbound phone calls for
the total population of Vonage e911 Errors per month. Above and beyond the [...***...]
outbound calls will be charged at an additional [...***...] per outbound call.


 


***
Confidential Treatment Requested


 


15

















 


3.0  Pricing Terms and Special
Provisions


 


On the 1st of
each Production Period month, Vonage will transmit to Synchronoss a forecast of
the total number of e911 Error orders expected for the subsequent month, as
well as a rolling estimate of the total number of e911 Error orders expected
for the subsequent 60 days.


 


3.1.1   Monthly Forecast for Production months
1 – 12


 


a.)  If
the actual number of Orders exceeds [...***...] of the Vonage forecast, at
Vonage’s discretion, Synchronoss shall either:


 


1.1.1                        Apply
best efforts to the orders above [...***...] and not be bound to the conditions
provided in Schedule B for SLAs.


 


1.1.2                        Negotiate
a premium payment to manage excess Order volumes over the [...***...] forecast
with no effect on the Schedule B SLAs.


 


Vonage will be
required to provide Synchronoss with a transaction volume forecast for the
first 2 months following contract signature, but will not be held to the
forecast. At the end of the first 2 months, Vonage will be required to provide
Synchronoss with a committed forecast and a 60 day estimate and if the actual
number of e911 Error orders is less than 85% of the Vonage forecast, Vonage
will be invoiced an amount equal to 85% of the hard forecast supplied for that
month.


 


*** Confidential Treatment
Requested


 


16

















 


Schedule B – SLAs


 


The SLA Table
attached hereto as Schedule B will be updated as needed by mutual agreement.


 


17

















 


	
  Error Correction SLAs

  	
   

  	
  (SLA’s are in effect after system
  implementation)

  	
   

  	
   

  



 


	
  SLA Category

  	
   

  	
  Description

  	
   

  	
  Remedy

  
	
  1.) The
  processing time for Synchronoss to work an error correction out of the
  initial errors status.

  	
   

  	
  Synchronoss
  will work [...***...] of the error corrections within [...***...]. This is
  measured by receipt timestamp and the change of status from initial to the
  next appropriate status.

  	
   

  	
  The
  difference of actual orders worked and [...***...] of orders received will
  receive a [...***...] discount on each order’s transaction price.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.) The
  processing time for Synchronoss to work an error correction out of the
  initial errors status.

  	
   

  	
  Synchronoss
  will work the remaining [...***...] of the error corrections within [...***...].
  This is measured by receipt timestamp and the change of status from initial
  to the next appropriate status.

  	
   

  	
  The
  difference of actual orders worked within [...***...] and [...***...] of
  orders received will receive an additional [...***...] discount on each
  order’s transaction price.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.) The
  processing time for Synchronoss to complete and error correction after
  receipt from Vonage.

  	
   

  	
  Synchronoss
  will complete [...***...] of the error corrections within [...***...]. This
  is measured by receipt timestamp and the completion status timestamp.

  

  At no time should the backlog float exceed [...***...] of all orders. If any
  individual day greater than [...***...] of the [...***...] forecasted average
  transaction volume, then this SLA does not apply.

  

  Errors that fall into a Not Resolved status are exempt from this SLA. A Not
  Resolved error correction status is defined in Attachment C of this Document.

  	
   

  	
  The
  difference of actual orders completed within [...***...] and [...***...] of
  the orders received in a [...***...] period will receive an additional [...***...]
  discount on each order’s transaction price.

  

  No one order can receive more than a [...***...] discount.

  



 


•             Synchronoss
shall provide Vonage with monthly reports detailing its compliance or
noncompliance with the SLAs set forth above, which shall include any supporting
information for calculation of the credits.


 


•             All
SLA’s are waived during scheduled maintenance windows, as well as non scheduled
downtimes of the TCS and Vonage’s applications.


 


•             All
credits due to Vonage pursuant to these SLAs shall be reflected on the same
invoice as the Transactions fees to which they relate.


 


*** Confidential Treatment Requested.


 


18

















 


•             Vonage
will supply Synchronoss with 1 month notification, in regards to any major
promotional campaigns (print or multimedia) being launched that could
potentially increase the projected volumes of e911 transactions.


 


19

















 


Attachment C


 


e911 Address Correction Process


 


Processing
Steps:


 


After each step, resubmit address to TCS for
validation; if address does not validate, proceed to the next step.


 


1.               Attempt to correct address with known
correction methods. Examples of correction methods include:


a.               Standardizing address formats


b.              Correcting misspellings of address
information


2.               Attempt to validate address using the
TCS/Kivera and/or USPS websites.


3.               Attempt to contact customer via phone to
determine correct e911 address.


4.               Attempt to contact customer via email to
determine correct e911 address.


 


Customer
Contact Assumptions:


1.               Synchronoss will attempt to call
customer up to [...***...] times in a [...***...] day period. Each time the
customer does not answer, STI will leave a message with a callback number.


2.               Synchronoss will attempt to email
customer via the Vonage RT system one time.


 


E911 Addresses
that Cannot Be Resolved:


These are situations where the customer’s e911 address
will not be able to be corrected and resolved with TCS.


1.               Customer states that the place of
residence (or place of use of Vonage service) is not in the US or Canada


2.               APO addresses cannot be validated.


3.               Customer may refuse e911 service


4.               Customer may not respond to phone and
email contacts


5.               PO Boxes cannot be validated


6.               Rural Route (RR) mailing addresses
cannot be validated


7.               Some new street addresses/developments
cannot be validated


8.               Some addresses will be valid in USPS,
but they are not valid in TCS, hence making the address not resolved.


 


*** Confidential Treatment
Requested


 


20

















 


Attachment D


 


CHANGE ORDER FORM


 


Describe services or changes
requested (attach additional pages if necessary)


 


1. Change Order requested
by:


 


	
  Vonage

  	
   

  	
   

  	
  Synchronoss

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Authorized Signature

  	
   

  	
   

  	
   

  	
   

  	
  Date

  	
   

  	
   

  
													



 


2. Modifications,
clarifications or supplements to description of services in the scope of the
Statement of Work, if any (attach additional pages if necessary).


 


3. Assignment of additional
employees and resources (attach additional pages if necessary).


 


4. Impact on price, delivery
schedule, payment schedule and scope of services (attach additional pages if
necessary).


 


Acceptance or Rejection


 


	
  SYNCHRONOSS

  
	
  By:

  	
   

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  
	
  Accepted:

  	
   

  	
   

  	
  Rejected:

  	
   

  	
   

  
													



 


	
  VONAGE

  
	
  By:

  	
   

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  
	
  Accepted:

  	
   

  	
   

  	
  Rejected:

  	
   

  	
   

  
													



 


21

















 


Addendum A


 


In conjunction with the Vonage Gateway and
Error Management Support SOW, Synchronoss will perform triage on a total of
approximately fifty thousand (50,000) [...***...] back-log orders. These orders will be posted to the RT [...***...] queue and will be worked via the process described within the Vonage
Gateway and Error Management Support SOW and accompanying attachments. The
pricing for the [...***...] back-log orders is [...***...] per fallout worked, as stated in the SOW.


 


*** Confidential Treatment Requested


 


22














 


EARLY START AGREEMENT


 


This Early Start Agreement (“Early Start Agreement”)
is entered into on March 21, 2005 (the “Effective Date”), by and between:  SYNCHRONOSS TECHNOLOGIES,
INC., a company organized and existing under the laws of Delaware,
USA, having its registered office at 750 Route 202 South, Bridgewater, New
Jersey, 08807, USA (hereinafter referred to as “Synchronoss”)


 


and


 


VONAGE NETWORK INC. a company
organized and existing under the laws of Delaware, having its registered office
at 2417 Route 27, Edison, New Jersey 08817 (hereinafter referred to as (“Vonage”).


 


Each of the above is hereinafter also referred to
individually as a “Party” and collectively as the “Parties”.


 


1      Recitals


 


Synchronoss provides outsourced local number
portability (“LNP”) services and desires to provide such services to Vonage.


 


Vonage wishes to engage Synchronoss’ services to port
its customers’ telephone numbers to and from alternate carriers.


 


NOW, THEREFORE, in consideration of the foregoing
premises and the mutual covenants, agreements, representations and warranties
hereinafter set forth and for other good and valuable consideration, the
parties hereto agree as follows:


 


2       Background


 


2.1       The Parties are in the
process of negotiating a formal robust agreement for Synchronoss’ provision of
LNP services to Vonage (the “Definitive Agreement”).


 


2.2       Synchronoss is available to
commence the kickoff of the relationship immediately, and commencing the actual
LNP services commencing on the Effective Date.


 


2.3       The purpose of this
Agreement is to allow the parties to immediately commence the LNP services
while the parties are simultaneously negotiating the Definitive Agreement.


 


2.4       This Agreement sets out the
terms and conditions that shall apply with respect to the performed services
until the Definitive Agreement is executed, or the relationship is terminated
as provided herein.


 


2.5       This Agreement shall not
allow for Synchronoss to perform services beyond May 3, 2005. The parties may
agree to an extension(s) provided that the agreement is memorialized in a
writing signed by both which states specifically what additional time frame and
the additional fees which are authorized.


 


1

















 


3       The
Early Start Services


 


3.1       Synchronoss shall perform
the following services (the “Services”):


 


•      Provide
professional services to mechanize the management of Vonage’s LNP process, and
plan for the transition of Vonage’s LNP operations to Synchronoss, as more
particularly described in Exhibits A and B attached hereto, and on the
timeframe contained in Exhibit B.


 


3.2       The planning and
organization necessary to deploy the Services shall commence immediately upon
execution of this Agreement.


 


4       Fees
and Charges


 


4.1       Vonage shall pay to Synchronoss
a fee in the amount of [...***...] for services and expenses incurred from the
Effective Date of March 21, 2005 through May 3, 2005 (“Professional Services
Fee”), payable as follows:


 


4.1.1        [...***...] upon execution
of this Agreement


 


4.1.2        [...***...] provided that
Synchronoss has performed its obligations as stated in of this Agreement
without commercially reasonable objection by Vonage.


 


4.2       The Professional Services
Fee will be invoiced on the Effective Date of this Agreement.


 


4.3       If the Parties do not execute
the Definitive Agreement by May 3, 2005 or Vonage has terminated the agreement
prior to that date for reasons other than Section 8, Synchronoss has no
obligation to continue to negotiate with Vonage and has no obligation to refund
any portion of the Professional Services Fee.


 


4.4       Provided that this
agreement has not been terminated pursuant to Section 8 and the Parties do not
execute a Definitive Agreement by May 3, 2005 Vonage shall pay an additional
break-up fee to Synchronoss in the amount of [...***...] (the “Break-Up Fee”). Such
payment will be made within ten (10) days of the termination of this agreement.


 


4.5       If Synchronoss and Vonage
have not entered into the Definitive Agreement by May 3, 2005, 2005, this
Agreement shall automatically terminate and any unpaid fees pursuant to Section
4.3 and Section 4.4 will be due immediately.


 


5       Representations,
Warranties and Limitation of Liability


 


5.1      Synchronoss
represents and warrants that it (a) has the ability to pull Customer Service
Records; (b) has the ability to provision Local Service Requests from local
exchange carrier’s (LECs) using the ActivationNowTM platform (described in
Exhibit A); (c) has the ability to provide LNP fallout management; (d) has the
ability to subscribe ports to the number portability administration center
(NPAC) using the ActivationNowTM platform (described in Exhibit A); and (e) will
perform the Services in a professional manner.


 


5.2       Each party shall indemnify
the other for any third party claims of intellectual property 


 


***    Confidential Treatment Requested


 


2

















 


infringement
based on items provided by it to the other party. Synchronoss DOES NOT MAKE ANY
OTHER WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE WORK AND THE RESULT
THEREOF, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.


 


5.3       Limitation of Liability.
EXCEPT FOR OBLIGATIONS OF INDEMNIFICATION FOR INTELLECTUAL PROPERTY CLAIMS,
PROTECTION OF CONFIDENTIAL INFORMATION AND THE SECURITY OBLIGATIONS, SINCE
LIABILITY FOR SUCH OBLIGATIONS ARE NOT LIMITED, NEITHER PARTY SHALL BE LIABLE
TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE,
EXEMPLARY, RELIANCE OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES
FOR LOST PROFITS, ADVANTAGE, SAVINGS OR REVENUES OF ANY KIND, OR INCREASED COST
OF OPERATIONS, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES, AND BOTH EACH PARTY’S LIABILITY SHALL BE LIMITED TO PROVEN DIRECT
DAMAGES NOT TO EXCEED PER CLAIM (OR IN THE AGGREGATE DURING ANY 12-MONTH
PERIOD) AN AMOUNT EQUAL TO THE TOTAL PAYMENTS MADE BY VONAGE DURING THE TERM OF
THIS AGREEMENT.


 


6       Confidential
Information


 


6.1       Each party will treat as
confidential and will not use, disclose or otherwise make available the
business, customer, financial, marketing, technical or other data or information
(“Confidential Information”)
received by such party from the other party to any person, other than such
party’s employees who need to know such information for the purposes
contemplated by this Agreement and who have signed written confidentiality agreements
containing terms substantially similar to those contained in this Section. Each
party shall instruct such employees, to keep such information confidential by
using the same care and discretion that such party uses with respect to its own
confidential property and trade secrets, and in no event less than commercially
reasonable care. The foregoing shall not apply to information that (a) is or
becomes available in the public domain (other than as a result of a breach of
this Agreement), (b) which is independently known or developed by the
recipient, or (c) is made available to recipient by a third party, other than a
third party which recipient knew or should have known to be legally bound to
maintain the confidentiality of the information.


 


6.2       Security. During the
Term of this Agreement Synchronoss shall employ the commercially reasonable
information security policies, products and procedures to protect Vonage’s
Confidential Information. Synchronoss shall comply with any information
security obligations reasonably required by Vonage to protect Vonage’s
Confidential Information.


 


6.3       These Confidentiality
provisions shall survive perpetually, including after termination of this
Agreement for any reason.


 


3

















 


7       Intellectual
Property Rights


 


Synchronoss shall own all rights title and interest to
all intellectual property contained or embodied in the materials, software and
know-how Synchronoss brings to this engagement, and the ideas, concepts and
know-how Synchronoss gains from performing the Services, and all Confidential
Information Synchronoss provides to Vonage. Vonage will own all rights, title
and interest in the intellectual property rights with of any Confidential
Information, works of authorship, methods, processes or means, provided or
disclosed to Synchronoss.


 


8       Termination
for Breach


 


8.1    Either
Party may terminate this Agreement at any time without further financial
obligation upon any breach by the other Party of any provision of this Agreement
after the breaching Party has received written notice of such breach and has
had a ten (10) day opportunity to cure such breach.


 


9       No
Exclusivity


 


9.1      The
arrangement set forth in this Agreement is non-exclusive and this Agreement
shall not prevent or prohibit Vonage from entering into similar agreements with
other providers of services similar to the Services.


 


10     Miscellaneous


 


10.1     The waiver by either party of
a breach of my provision of this Agreement or the failure by either party to
exercise any right hereunder shall not operate or be construed as a waiver of
any subsequent breach of that right or as a waiver of any right.


 


10.2     The invalidity or
unenforceability of any provision of this Agreement shall not affect the
enforceability of the other provisions of this Agreement, and this Agreement
shall be construed in all respects as if such invalid or unenforceable
provision were omitted.


 


10.3     Any amendment or modification
to this Agreement can be effective only if reduced to writing and signed by duly
authorized representatives of the parties.


 


10.4     Assignment. Neither
this Agreement nor any right, interest or obligation hereunder may be assigned,
pledged or otherwise transferred by either party without consent of the other
party, which shall not be unreasonably withheld, except that either party may
assign this Agreement to its Affiliate or to a successor in interest pursuant
to a merger or acquisition of or by the assigning party without such consent.


 


10.5     The parties hereto hereby
acknowledge and agree that this Agreement is being entered into during the time
in which the parties are negotiating the Definitive Agreement. Therefore, on
and after the effective date of the Definitive Agreement this Agreement shall
be of no further force and effect and will be superseded in its entirety by the
Definitive Agreement.


 


10.6     The parties hereto are
independent contractors and nothing contained in this Agreement shall be so
construed as to constitute a partnership, joint venture or agency between the
parties hereto.


 


4

















 


10.7     Choice of Law. THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS (AS OPPOSED TO CONFLICT OF LAW PROVISIONS) OF THE STATE OF NEW JERSEY AND
SHALL BENEFIT AND BE BINDING UPON THE PARTIES HERETO AND THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS LITIGATION.


 


10.8     Venue. Any controversy
or claim arising out of or relating to this contract, or the breach thereof not
resolved by mediation, shall be resolved in litigation in the appropriate State
or Federal District Court venued in the State of New Jersey. Both parties
consent to jurisdiction and venue in such courts in New Jersey.


 


IN WITNESS WHEREOF, the parties, as of the date first
set forth above, have caused this Agreement to be executed by their duly
authorized representatives.


 


	
  Synchronoss Technologies Inc.

  	
   

  	
  Vonage Network Inc.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Lawrence R. Irving

  	
   

  	
   

  	
  By:

  	
  /s/ John S. Rego

  	
   

  
	
  Name:

  	
  Lawrence R. Irving

  	
   

  	
   

  	
  Name:

  	
  John S. Rego

  	
   

  
	
  Title:

  	
  CFO

  	
   

  	
   

  	
  Title:

  	
  CFO

  	
   

  
											



 


5

















 


Exhibit A

Vonage / Synchronoss Technologies LOI Pricing Agreement


 


I.      Services to be
negotiated in the definitive “Agreement” include:


 


•      Transition
Phase


•      E-bonding
to NPAC


•      Number
Porting


•      Porting of
Vonage numbers for Vonage’s NSP


And/Or


•      Provide Vonage
NSP with the LSR data needed to port the number


•      LSR
fallout corrected by Synchronoss


•      Call customer
when required


•      FOC
date notification


•      Snap
backs on day of port


•      E-Bonding
or mechanized interface to Vonage’s NSP


•      Real
Time CSR lookup


•      Reporting
and Order Status


•      Web
server integrated to Vonage


•      Provide
Due Date intervals in instances where Synchronoss controls the port process
through to the Local Service Provider


 


II.    Under this LOI,
Synchronoss will provide Vonage with the professional services described under
the following headings to facilitate the deployment of Synchronoss’ LNP Managed
Services solution. The fixed fee for these services is [...***...] invoiced at
the time of LOI Effective date.


 


a.)    ActivationNowTM
Implementation (“Implementation”)


 


During the “Implementation Phase”, Synchronoss will
develop detailed requirements, and begin to automate the following LNP
functionality for Vonage through the ActivationNowTM platform. The following
functionality implementation timelines are estimates based on discussions with
Vonage to date, and will be finalized in the definitive “Agreement”.


 


•      May 15, 2005


•      Pull CSR’s


•      Feature Flags


•      Populate LSRs


•      Status by
category and state


•      Email
notifications on flags to customers


 


•      June 15, 2005


•      Automated LNP
Website


•      LNP Call Center
fallout


•      LERG / NPAC Dip


 


***    Confidential Treatment Requested


 


6

















 


•      Pull Real time
CSRs


•      Real Time
Feature Flags


•      Post results
back to web


•      LSRs processed
by NSPs


•      Real time
reporting


•      August 15, 2005


•      Fully
Mechanized LNP Process from Customer to Port


•      NSP Options


•      NSP can port the number


•      STI can port the number for
NSP


 


b.)  LNP Operations Transition Planning (“Planning”)


 


During the LOI “Planning Phase” Synchronoss will
develop and document the detailed business and systems requirements, project
plans and business processes required to support the transition of Vonage’s current
LNP operation, as well as the management of Vonage’s existing LNP resources to
Synchronoss. The actual transition of current LNP operations, as well as the
milestones and timeframes for deployment of the LNP Managed Services Phase
described in Appendix B of this LOI, will be defined in detail in the “Agreement”.


 


The following Synchronoss resources will be dedicated
and deployed on-site at Vonage’s facilities in Edison, NJ during the “Planning”
phase.


 


Program Manager

Project Manager

Process Engineer

LNP Operations Manager

LNP Center Manager

LNP SME

Quality Assurance Engineer


 


This team will be complimented with other
non-dedicated Synchronoss resources including:


 


Business Analysts

Systems Architects

Developers

Testers

Additional LNP SME’s


 


7

















 


Exhibit B

Vonage / Synchronoss Technologies Engagement Milestones


 


Quick Start Implementation (LOI) – Synchronoss implementation team and
activities described in Appendix A, deployed on-site at Vonage to develop
detailed business and systems requirements, project plans, evaluate current LNP
operation, develop and document LNP business processes, begin automation and
facilitate transition of current Vonage LNP operations and management of
resources to Synchronoss.


 


MSA/SOW Agreement Complete – The target date for execution of a
comprehensive MSA and SOW between “the Parties”.


 


Transition Phase — Synchronoss Account and Operations teams
assume responsibility for the Management of the current Vonage LNP operation
and resources.


 


Managed Services Phase 1 – Synchronoss assumes full LNP systems and
operational responsibility. The Managed Services pricing model, terms and SLA’s
negotiated in the “Agreement” are applied. The following LNP functionality is
implemented:


 


•          Automated LNP Website


•          LNP Call Center fallout


•          LERG / NPAC Dip


•          Pull Real time CSRs


•          Real Time Feature Flags


•          Post results back to web


•          LSRs processed by NSPs


•          Real time reporting


 


Mechanization Complete – The following additional LNP functionality is
implemented:


 


•          Fully Mechanized LNP Process from Customer to Port


•          NSP Option


•      NSP can port the number


•      STI can port the number for NSP


 


8