Service Order Agreement

Exhibit 10.1

NEUSTAR^®

Vonage

Statement of Service

For Deployment of the

NeuStar Clearinghouse (ESR)

Last update: March 26, 2007

Version 1.0

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

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STATEMENT OF SERVICE

Deployment of the NeuStar CtearingHouse(ESR)

This Statement of Service (“SOS”) is effective as of January 1,2007 (“Effective Date”), and shall be governed, except to the extent expressly modified herein, by the terms and conditions of the Enhanced Service Order Agreement and the associated OSS Master Services Agreement dated the 27^th day of December 2004 between Vonage Network Inc. (assignee of Vonage Holdings Corp.), (“Vonage” or “Customer”), and NeuStar, Inc. (“NeuStar” or “Company”), as amended to date (together, the “Agreement”) and describes certain specific services (“Services”) to be performed by NeuStar for Vonage, further to the Enhanced Service Request electronic bonding capability as part of the referenced Agreement.

The terms and conditions set forth in the NeuStar Clearinghouse Addendum attached to the Master Services Agreement executed by and between the parties shall apply, as applicable, to the services described herein.

In the event of a conflict or inconsistency between the terms and conditions of this SOS and the Agreement, the terms and conditions of this SOS will govern.

Version Control

This is a living document and it is expected that any changes that are approved will be included in this document in the appropriate section, although each individual Change Request shall be signed off as a separate document and upon such mutual signature shall be incorporated into this Agreement by reference. This will ensure that the technical solution definition is complete.

Versioning will be turned on after Statement of Service signature so that subsequent changes can be accurately tracked,

Version Table

The folio wing acronyms will be used throughout this document:

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NeuStar is offering Vonage capabilities which will enable better pre-qualification of order information before it is relayed to CLEC partners that Vonage has an agreed upon relationship with. In addition, where agreed to by a CLEC partner, NeuStar will process the Local Service Requests as well as NPAC updates via a Service Order Administration (SOA) Interface, for Vonage initiated ESR orders.

Based on Letters of Authorization secured by NeuStar from Vonage’s CLEC trading partners, NeuStar will retrieve Customer Service Records from the lLEC systems (where supported by the carrier), and use that information to validate information on the ESR request provided by Vonage as well as identify any potential impediments to Vonage’s ability to port a subscriber’s number, Where permitted by the CLEC(s), NeuStar will create the LSR orders to the appropriate losing carrier as well as submit a SOA transaction to the NPAC, where appropriate.

The NeuStar solution is based upon its OMS Clearinghouse product that provides a highly reliable interconnection service between Vonage and its CLEC Trading Partners. This solution automates and validates the transactions required for Vonage to order services from these partners. Information stored within the database of the Clearinghouse can be accessed via a GUI, API and by utilizing the reporting tool to provide user customizable reports in variety of formats

NeuStar Provisioning Center will perform the following services, in addition to those defined within the Agreement.

Where NeuStar is authorized to provide services on behalf of it CLEC, NeuStar will perform these services using the OMS Clearinghouse Services and will utilize the gateways assigned to the CLEC trading partners, NeuStar will enter into agreements with the CLEC for use of the OMS Clearinghouse Services. The OMS Clearinghouse utilizes mechanized interfaces to Verizon. Bellsouth, Qwest, SBC and other carriers, if supported, for processing of LSR Pre-Order and LSR orders,

The parties hereby agree and acknowledge that Vonage is solely responsible for its contractual arrangements, written or verbal, with its CLEC trading partners and that NeuStar shall not be responsible for any fees charged to Vonage by such trading partners, with the exception incremental fees described its Section 5.6.

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NeuStar operates a Help Desk that is the initial point of contact during the Standard Business Day (as defined in the Agreement) for all issues. The services provided and escalation processes are defined with the NeuStar OSS Clearinghouse addendum to the Agreement.

2.3.1 Phase 1 Deployment

In the initial phase of the project, Vonage will not be e-bonded with the ESR application and orders will be sent to NeuStar via a flat file. NeuStar will perform Pre-Order validation on behalf of a CLEC(s) for which authorization and access has been granted by the CLEC trading partner(s). NeuStar will use the Vonage RT system to report any fallout that occurs when Pre-Order validation is performed on an order. Vonage will use the ESR GUI to track the status of orders that have been submitted to the CLEC, and will correct any fallout of submitted orders via the same GUI. Manual reporting procedures will be utilised to provide status on orders.

In Phase 2 Vonage will be e-bonded with NeuStar via 3PV – Third Party Verification, Inc. and all orders will flow via the API to the ESR application. NeuStar will continue to perform Pre-Order validation on behalf of the CLEC(s) for which authorization and access has been provided. All responses provided by the CLEC after successful submission of orders by NeuStar will be communicated back to Vonage,. Additionally the GUI will be used to track the status of all orders.

NeuStar will provide the services described with the following trading partners: * Additional trading partners may be added as set forth in the Service Agreement dated December 27, 2004 (the “Service Agreement”). Trading partners may also be removed by Vonage. NeuStar and Vonage hereby amend Section 3.1 of the Service Agreement to substitute the above list of trading partners with the list in the first sentence of the section. Aside from this change the Section 3.1 remains as stated.

*

The hours of operation for the Provisioning Center are 8:00 A.M to 8:00 PM (EST/EDT) Monday through Friday. The Provisioning Center will be closed during the NeuStar recognized Holidays shown below;

New Year’s Day

President’s Day

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

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Memorial Day

Independence Day

Labor Day

Thanksgiving Day

Day after Thanksgiving Day

Christmas Eve

Christmas Day

Except as modified below, the pricing schedule as defined in Schedule 1 to the Enhanced Service Order of the Agreement dated the 27^th day of December 2004, as amended by the Addendum to Enhanced Service Order Agreement, shall remain in effect:

* the parties agree to a volume-based pricing schedule below, effective on the Effective Date of this Agreement:

*

For the avoidance of doubt, the parties agree that the pricing table above shall replace the pricing tables set forth in Addendum to Enhanced Service Order Agreement.

Additionally, on the * business day of each month, Vonage shall provide NeuStar a locked forecast of the total number of orders expected for the subsequent month as well as a rolling soft forecast of the total number of orders expected for the subsequent *. NeuStar shall not be bound to any of the SLA conditions for transaction volumes in excess of * of the locked forecast, should such forecast not be provided by the timeframe stipulated above, NeuStar shall rely on the locked forecast for the previous month.

Should the actual volume for a month be * of the locked forecast in * months, then NeuStar may use the prior months actual volume as the locked forecast the current month.

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

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NeuStar will provide the OSS Clearinghouse Service in accordance with the service levels set forth in Section 3 of the Clearinghouse Addendum to the Agreement. Additionally NeuStar will provide service in accordance with the service levels defined below. The exclusions described in each service level defined below shall be in addition to any exclusion contained in the Agreement.

All service level agreement (“SLA”) compliance is measured monthly (unless otherwise indicated) based upon the assumption of a normal distribution of daily order volume over the work week (business hours-Monday through Friday). The following SLA’s in (his Section 5 apply in the instances when NeuStar has authorization and access to perform transactions on behalf of Vonage’s CLEC partner. All references to “days” shall mean business days as defined in the Agreement.

NeuStar and Vonage agree to mutually renegotiate these Service Level Agreements if future industry guidance, as established by an authoritative source such as the LHP Work Group or the FCC, establishes a shorter time interval as fair and reasonable for order processing services.

NeuStar shall ensure that the time period between receipt of an order by NeuStar from Vonage and the receipt by NeuStar of an FOC Accept shall not exceed the following time intervals for the identified target percentages of orders processed in a given month:

Exceptions:

Credit Provisions: Vonage shall receive a * credit toward the order processing fees for all orders that fail to meet the above SLA. For the avoidance of doubt, NeuStar will not pay credits for the same order for more than one missed SLA.

Example: If this SLA is missed on a particular number port request while the volume corresponds to the first tier, as defined in the Enhanced Service Order Addendum, the service credit for such missed SLA shall be *.

NeuStar shall ensure that the total time from receipt of an order by NeuStar from Vonage to full activation, including SOA activation and CLEC translations (“Total Porting Interval”), shall not exceed the following time intervals for the identified target percentages of orders processed in a given month.

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

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Exceptions:

Credit Provisions: Vonage shall receive a * credit toward the processing fees for all portability orders that fail to meet the above SLA. For avoidance of doubt, NeuStar will not pay credits for the same port request for more than one missed SLA. However, if a port request is resubmitted and subsequently an additional SLA is missed, then the related credits shall apply.

Example: If this SLA is missed on a particular number port request while the volume corresponds to the second tier, as defined in the Enhanced Service Order Addendum, the service credit for such missed SLA *.

NeuStar shall manage pending orders monthly to ensure that “Pending Backlog” does not exceed * of the total open orders. “Pending Backlog” is measured as the sum of those that have aged greater then * business days for bonded and * business days for non-bonded divided by all open orders.

Exceptions:

Credit Provisions: Vonage shall receive an additional * credit toward the processing fees for all portability orders in excess of the * threshold.

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

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5.4 Order Data Integrity

NeuStar shall ensure the integrity and accuracy of the data in its ESR system. The target goal is a monthly * accuracy rate among the Order Volumes originated by Vonage, distributed to NeuStar and further distributed by NeuStar to the Vonage trading partners assigned to it. On a monthly basis, NeuStar shall account for each Order provided by Vonage by reconcilling with a report provided by Vonage of orders sent to NeuStar. Variance due to NeuStar discrepancies will be within * as the minimum service level.

5.5 General Exclusions

The following exclusions shall apply to the SLAs set forth in this Section and shall be in addition to any other exclusions or exceptions established in the Agreement.

5.6 Credits and Other Remedies

This Section 5.6 will apply to any and all Service Level failures under the Agreement.

If NeuStar cannot produce a monthly report that summarizes its performance against the aforementioned SLAs, by no later then the * business day of the following month, then it is assumed that the SLA was missed and the Credit Provisions will be applied to each order processed in the month, for that CLEC trading partner, unless the Parties agree in writing that such delay is warranted and a specific date for the production of such report is established.

Service credits will be applied to the invoice for the billing period following the period during which the service level failure occurred. Notwithstanding anything herein to the contrary, the aggregate amount of all service credits NeuStar may provide to Customer under any and all service level requirements, including those set forth in this Article 4, shall not exceed * of the total monthly invoice for the applicable month in which the service credit is sought.

* in the event that Vonage is assessed an additional charge due to late or deficient performance by NeuStar, subject to review and agreement by the Parties, such agreement not to be unreasonably withheld, based upon billed charges to Vonage, NeuStar shall credit Vonage the amount of the relevant agreed upon charges. Such credits shall be applicable to future invoices, provided, however, NeuStar’s liability during any service month shall be limited to the aggregate NeuStar transaction fees associated with the specific transaction or transactions for which additional third party expedite cost has been incurred.

The following shall replace and supersede Paragraph 9 of the Addendum to Enhanced Service Order Agreement dated July 26, 2005 and Section 3.3 of the OSS Clearinghouse Addendum (except the third paragraph which details the credit for service level failure, which remains effective):

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

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“NeuStar shall provide a Root Cause Analysis and a corrective action plan (“Corrective Action Plan”) within * business days after the end of the month in which the Chronic SLA failure situation arose, which Vonage has the right to review, NeuStar shall make all reasonable efforts, whether or not according to the Corrective Action Plan, to achieve the SLA during the remainder of the month in which reported and the next calendar reporting period. Upon the occurrence of any Chronic SLA Situation, as defined below, NeuStar will have until the end of the * after the due date of submission of the Corrective Action Plan to achieve the relevant SLA(s), or such longer period approved by Vonage (“Cure Period”). In the event that NeuStar (i) cures the Chronic SLA Situation during the Cure Period and thereafter fails to achieve the minimum SLA associated with the Chronic SLA Situation for * commencing with the end of the Cure Period, or (ii) fails to cure by the end of the Cure Period, then Vonage may terminate the Agreement without penalty or liability by providing written notice to this effect without further obligation to NeuStar, provided that such Termination shall not relieve Vonage of any obligation to pay any valid fees due for services rendered prior to the date of termination stated in the notice. Additionally, during the prescribed termination period identified in the termination notice, NeuStar agrees that it will continue to support Vonage in accordance with all existing service and terms contained within the contract, service agreement, SOS or any additional executed addendums. This will include the continued processing of all Vonage LNP orders until such time as the LNP provisioning process has been fully transitioned to an alternative carrier / clearinghouse. In addition, upon request by Customer and agreement by NeuStar, NeuStar shall provide reasonable professional services related to the transition on a commercially reasonable time and materials basis. Notwithstanding anything to the contrary, in no event shall NeuStar be entitled to a Cure Period for a Chronic SLA Situation which occurred within the *, for purposes of Vonage’s exercise of its termination and other remedies (i.e., termination may be immediate).

For purposes of this Section 5.6, a Chronic SLA Situation shall mean the following:

6 Snap Back Process

NeuStar has developed a manual procedure for processing of “Snap Back” requests from Vonage. A Snap Back is an expedited Port Out process to return the subscriber’s TN back to the original service provider from Vonage’s CLEC Trading Partner or to cancel a pending order with a due date in the near future.

The Snap Back Process shall be applicable when:

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

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If the above conditions are not met, the Snap Back request shall be returned to Vonage for “Port Out” by Vonage.

Snap Back requests shall be processed as follows:

Dependency on Losing Service Providers and the CLEG Trading Partners:

Vonage shall pay, in addition to the standard transaction fees set forth in the applicable Service Order, an additional pre-processing fee of * per Snap Back Request submitted. NeuStar shall not be obligated to process Snap Back Requests when the applicable old and/or new service provider does not support Snap Back processing as set forth herein. In addition, NeuStar shall not be responsible for any delay in processing resulting from delay introduced by an old or new service provider. In the event that a new service provider charges an additional fee for Snap Back processing. Vonage agrees that it, and not NeuStar, shall be responsible for payment of any such fee.

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

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7 Data Retention

Transactions processed by the OMS Clearinghouse will be retained on the platform for a period of 12 months. In addition, at Vonage’s request, NeuStar can provide daily or monthly Oracle database export files posted to an sFTP site.

8 Reporting

NeuStar shall provide two (2) categories of reports, the first set of reports will be performance based against the SLA defined in section 5, and the second set of reports will provide information on transactions within the system.

NeuStar has created Standard reports as mutually agreed to by both parties. These reports include both Performance and Status reports, as well as volumetric reports. These reports are either emailed to Vonage or directly accessible by Vonage. A representative sample is attached below:

For further clarification, NeuStar’s reporting shall include information about the following:

1) Volume

2) Intervals

3) SLA

4) Cancels (vs. Order Volume)

Any requests for additional reporting may be accommodated on a time and materials basis, subject to a statement of work approved by the Parties.

8.1 Performance Reporting

NeuStar will provide to Vonage monthly SLA performance reports that will support the SLA defined in section 5, these will include but not limited to; FOC Accept Intervals, Total Porting Intervals, and Cumulative Backlog.

Any requests for additional reporting may be accommodated on a time and materials basis, subject to a statement of work approved by the Parties.

8.2 Status Reporting

The Clearinghouse has the capability of producing either system defined reports or ad-hoc reports by use of the GUI. The Search screen on the GUI allows a user to search the database based upon a PON, Ported Telephone Number (LNP), Order Status, Trading Partner and/or last status Dates

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The Clearinghouse will produce a daily report containing the status of all open orders and an additional report showing the orders closed within the last 24 hours. The format for both reports is identical and is shown below. The format of the report may be modified when both parties mutually agree to such changes.

The reporting capability is being enhanced by using the online reporting capabilities of the Clearinghouse. Customer may generate summary and detailed reports which can be downloaded in CSV, XML or PDF formats. The user may select the criteria for the individual reports. Additional, at Vonage’s request, NeuStar can provide daily or monthly Oracle database export files posted to a sFTP site.

9 Project Responsibilities and Tasks

The section defines how the services defined in Section 2 will be delivered to Vonage, and provides the tasks and/or activates required to be performed by each party to ensure the delivery of these services.

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9.1 Project Staffing

The project team will consist of members from Vonage and NeuStar, and are identified in Section A.1. Such contacts may be changed from time-to-time, upon reasonable notice by either party.

Vonage will identify staff members for the following roles during the implementation of this project as well as additional resources as appropriate. NOTE: The same person can fulfill one or more roles.

9.1.1.1 Program Manager

The Vonage Program Manager is the main Vonage contact person for NeuStar personnel and live key person for escalation and mediation. He/She will identify Vonage resources as appropriate; ensure access to all systems and facilities to support the project. The Program Manager will develop and manage the internal Vonage business flows and processes that react appropriately to the NeuStar solution, will exchange the relevant information from Carrier Interconnection Agreements to allow NeuStar to understand any contractual obligations between Vonage and their trading Partners that may impact the delivery of services. Additional the Program Manager will provide the system release schedules that will impact the delivery of the service.

9.1.1.2 Project Manager

The Vonage Project Manager will manage all Vonage’s project activities and technical staff assigned to ensure the successful deployment of NeuStar’s solution. The Project Manager will designate and invite the appropriate attendees to participate in project status meeting.

9.1.2 NeuStar’s Team Organization

This project will have an assigned:

9.1.2.1 Program Manager

The NeuStar Program Manager will oversee implementation of the ESR Solution. The Program Manager will: interface with the NeuStar Deployment Manager and other resources within the NeuStar team, attend client status meetings, and will be responsible for ensuring the distribution of; weekly status reports, the Deployment Project Plan, and Issues Log. The NeuStar Program Manager will drive issues to resolution. All requests for changes in project schedule and scope are escalated through the NeuStar Program Manager.

9.1.2.2 Deployment Manager

The Deployment Project Manager is dedicated to ensuring that NeuStar’s software and products are successfully deployed for Vonage. The Deployment Project Manager will: direct the technical resources, attend client status meetings, develop and maintain weekly status reports, develop and maintain the Deployment Project Plan, develop and maintain the Deployment Issues Log, drive issues to resolution.

9.2 Project Escalation process

If either party is not satisfied with the level of support provided by the other party, in relation to the implementation of the services defined within the SOS, then the dissatisfied party may follow and initiate the escalation path (including any appropriate escalation to a higher level contact) to the associated contact as set forth in section A.2. Such contacts may be changed from time-to-time, upon reasonable notice by either party.

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9.3 Phase 1: Project Schedule and Estimated Completion Dates

A separate detailed Project Plan will be developed and maintained using Microsoft Project by the NeuStar Deployment Manager on execution of this SOS.

The following table describe all of the essential project phases and tasks. The Responsibility column is intended to indicate who has the primary responsibility for the task and/or activity. It is understood that many of these tasks will require joint participation from both NeuStar and Vonage to be completed

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9.4 Phase 2: Project Schedule and Estimated Completion Dates

A separate detailed Project Plan will be developed and maintained using Microsoft Project by the NeuStar Deployment Manager upon project kick-off for Phase 2

10 Signature Page

This SOS is executed by the duly authorized representative.

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Appendix A. Project Contacts

A.I Project Contacts

A.2 Project Escalation Contacts

Reference:
Security Exchange Commission - Edgar Database, EX-10.1 2 dex101.htm STATEMENT OF SERVICES TO THE OSS MASTER SERVICES AGREEMENT, DATED MARCH 26, 2007, Viewed August 13, 2022, View Source on SEC.