MASTER PURCHASE AND LICENSE AGREEMENT

Exhibit 10.4

Agreement Number:                     

MASTER PURCHASE AND LICENSE AGREEMENT

This Master Purchase and License Agreement (“Agreement”) is made as of March 10, 2005 (the “Effective Date”), between Veraz Networks, Inc., with headquarters at 926 Rock Avenue, San Jose, CA 95131 (“Veraz”) and the “Customer” listed below.

This Agreement sets forth the terms and conditions under which the parties agree that Customer may, pursuant to one or more separately executed Orders, (i) purchase Veraz’s Hardware, (ii) obtain licenses to use Veraz’s proprietary Software, (iii) purchase and/or license Third Party Products; and (iv) purchase Services listed on the applicable Order. This Agreement includes the attached Terms and Conditions and all Schedules attached hereto and any other attachments that reference this Agreement, and contains, among other things, warranty disclaimers, liability limitations and use limitations .

By signing below, the parties agree to be bound by the terms and conditions of this Agreement. Any executed copy of this Agreement made by reliable means (e.g. photocopy or facsimile) is considered an original.

TERMS AND CONDITIONS

1. DEFINITIONS

1.1. “ Deployment Site(s) ” mean the Customer site(s), as described in detail in an Order, to where the Software and Hardware will be delivered by Veraz and used by Customer.

1.2. “ Customer Equipment ” means the equipment to be furnished by Customer at Customer’s expense, and approved by Veraz for use in connection with the Standalone Software.

1.3. “ Documentation ” means the documentation that Veraz will provide to Customer with the Software and Hardware.

1.4. “ Hardware ” means the tangible product, including embedded Software, if any, as described in an Order.

1.5. “ Installation Services ” means the services, as further defined and set forth in an Order, which Customer will purchase hereunder.

1.6. “ Intellectual Property Rights ” means and ideas, whether or not patentable, inventions, discoveries, processes, works of authorship, marks, names, know-how, and any and all rights in such materials on a worldwide basis, including any rights in patents, inventor’s certificates, utility models, copyrights, trade secrets, mask works, trade names and marks and other analogous rights.

1.7. “ Order ” means a written purchase order from Customer to Veraz, substantially in the form attached hereto for the initial Order as Schedule A , for Software, Hardware, and/or Services to be purchased, licensed or provided under this Agreement.

1.8. “ Post-Sales Support Services ” means the post-sales support services for the Products, as further defined and set forth in Schedule B , that Customer will purchase hereunder.

1.9. “ Product ” means Software and/or Hardware.

1.10. “ Services ” means the Post-Sales Support Services, Installation Services, training services, consulting services and other services provided by Veraz under this Agreement.

1.11. “ Software ” means Veraz’s proprietary software and/or third party proprietary software licensed to Veraz, embedded in Hardware, or standalone Products (“Standalone Software”), described in an Order, in object code form and Documentation, if any, including any error corrections and updates thereto provided by Veraz to Customer under this Agreement.

1.12. “ Third Party Products ” means hardware or software products from third party vendors provided by Veraz hereunder (excluding third party technology embedded in the Products) and separately identified in an Order.

2. PRICES, PAYMENT, ORDER PROCESS

2.1. Prices . Prices for Products and Services are as set forth in an executed Order, which sets forth Veraz’s pricing and the discounts applicable to that Order.

2.2. Taxes . All stated prices are exclusive of any taxes, fees, and duties or other amounts, however designated, and including without limitation value added and withholding taxes that are levied or based upon which charges, or upon this Agreement. Any taxes related to Products or Services purchased or licensed pursuant to this Agreement including, but not limited to, withholding taxes, will be paid by Customer or Customer will present an exemption certificate acceptable to the taxing authorities. Applicable taxes will be billed as a separate item on the invoice, to the extent possible. Customer will hold Veraz harmless from all claims and liability arising from the failure to report or pay any taxes, or duties and assessments owed by Customer.

2.3. Order Process . Customer will make the initial purchase of Products by issuing a written and executed Order to Veraz, indicating specific Products, quantity, price, total purchase price, shipping instructions,

requested shipment dates, bill-to and ship-to addresses, and any other special instructions. Subsequent purchases will be made by an Order, with prices as may be specified for additional Orders in the initial Order or as mutually agreed. The terms of this Agreement (including an Order) control over additional or different terms of any Customer purchaser order, confirmation, invoice or similar document, even if accepted in writing by both parties.

2.4. Payment . Upon and subject to credit approval by Veraz, and unless otherwise set forth in an Order, all amounts due to Veraz hereunder will be due and payable within thirty (30) days after the date of Veraz’s invoice to Customer. All payments will be made in U.S. currency. If at any time Customer is delinquent in the payment of any invoice or is otherwise in breach of this Agreement, Veraz may, in its discretion, withhold shipment (including partial shipments) of any Order or performance of any Services or may, at its option, require Customer to prepay for further shipments of Product or performance of Services. Veraz may charge interest of one percent (1.0%) per month (or the maximum allowed by law, if less) for any sum not paid by Customer when due.

2.5. Travel and Incidental Expenses . Customer will reimburse Veraz for any reasonable out-of-pocket expenses incurred by Veraz in connection with performing any pre-approved Services at Customer’s site.

3. SHIPMENT AND DELIVERY

3.1. Shipping . Shipping dates will be established by Veraz upon receipt of an Order and will be assigned as close as practicable to Customer’s requested date based on Veraz’s then-current lead times for the Products. Veraz will notify Customer of the scheduled ship date within ten (10) days after receipt of an Order. Unless given written instruction by Customer, Veraz will select the carrier.

3.2. Title and Risk of Loss . Shipping terms are F.O.B. Veraz’s designated shipping location (or FCA INCOTERMS 2000 for international shipments). Title and risk of loss will pass from Veraz to Customer upon delivery to the common carrier or Customer’s representative at the F.O.B. point. Delivery will be deemed made upon transfer of possession to the carrier. Customer will be responsible for all freight handling and insurance charges. In no event will Veraz have any liability in connection with shipment, nor will the carrier be deemed to be an agent of Veraz. Veraz will not be liable for damage or penalty for delay in delivery or for failure to give notice of any delay. Acceptance will be deemed to be given by Customer upon delivery of the Products unless expressly set forth to the contrary in an Order.

3.3. Security Interest . If specified in the applicable Order, then Customer will cooperate fully with Veraz in the filing of a secured transactions document (e.g., UCC 1 in the US) and execution of Veraz’s standard security agreement for Products purchased pursuant to this Agreement in the forms attached to a Financing Addendum attached hereto, if applicable. Veraz’s security interest will remain in effect until Customer has paid in full for the Products and all related Services.

3.4. Letter of Credit . If specified in the applicable Order, Customer will provide a letter of credit in accordance with the procedures set forth therein.

3.5. Third Party Products License and Support Terms . Any Third Party Products provided hereunder will be provided pursuant to such Third Party Products vendor’s license, and support terms and conditions. Except as otherwise expressly set forth in an Order,

support for such Third Party Products will be procured by Customer directly from the applicable Third Party Products vendor. Upon reasonable notice to Customer, Veraz has the right to replace software provided to Customer as part of Third Party Products with software that has similar functionality.

4. SOFTWARE LICENSE, RESTRICTIONS AND PROPRIETARY RIGHTS

4.1. License . Subject to the trams and conditions of this Agreement, Veraz grants Customer, under Veraz’s Intellectual Property Rights, a nonexclusive and nontransferable (subject to Section 11.6) license, without the right to sublicense, only to: (a) use the Software on the Hardware on which it was embedded when delivered to Customer; (b) install standalone Software (not embedded on Hardware prior to delivery) on Hardware, Third Party Products, or Customer Equipment, as applicable, for which it was intended, as specified in the Documentation or Order; and (c) use the Software in accordance with any use restrictions specified or referenced in an Order (including, but not limited to, concurrent user or other concurrent usage license limits and geographic specific specifications). Customer acknowledges that the standalone Software as delivered may not comply with all VoIP U.S. or non-U.S. standards, and may require the license of additional Software functionality if available at Veraz’s then-current license fees in order to support such standards.

4.2. Copies . Customer may make one (1) copy of the Software for back-up purposes and a reasonable number of copies of Documentation for technical support personnel and other internal uses, provided that any such copies will include Veraz’s copyright and any other proprietary notices, and such copies remain the property of Veraz and/or its licensors, as applicable.

4.3. Restrictions . The license granted herein is granted solely to Customer, and not to any affiliate of Customer. The license granted herein does not authorize Customer (nor may Customer allow any third party) to: (a) copy, distribute, use or allow third party access to the Software, except as expressly authorized under this Agreement; (b) decompile, disassemble, reverse engineer, translate, convert or apply any procedure or process to the Software in order to ascertain, derive, and/or appropriate for any reason, the source code or source listings for the Software (except, in the European Union, to the extent that such acts may not lawfully be prohibited) or any trade secret information or process contained in the Software; (c) modify, incorporate into or with other software, or create a derivative work of any part of the Software; (d) use, access or allow access to the Software in any manner to provide service bureau, time-sharing or other computer services to third parties; (c) lease or lend the Software; (f) disclose the results of any benchmarking of the Software, or use such results for its own competing software development activities, without the prior written consent of Veraz; or (g) attempt to circumvent any usage limits or other license, timing or use restrictions that are built in to the Software. Customer is hereby notified that the Software may contain time-out devices, counter devices, and/or other devices intended to ensure the limits of a particular license will not be exceeded (“Limiting Devices”). If the Software does contain Limiting Devices, Veraz will ensure that Customer receives any keys or other materials necessary to use the Software to the limits of Customer’s license.

4.4. Ownership . Veraz and its licensors presently own and will continue to own all worldwide right, title, and interest in and to

the Products and all worldwide Intellectual Property Rights therein. Customer will not delete or in any manner alter the copyright, trademark, and other proprietary rights notices of Veraz and its licensors appearing on the Products as delivered to Customer. Veraz reserves all rights and licenses in and to the Software not expressly granted to Customer under this Agreement.

4.5. No Trademark Rights . Veraz does not grant Customer any trademark rights under this Agreement. Customer will not use, register or take other action with respect to any name, logo, trademark, service mark, or other identifier used anywhere in the world by Veraz.

4.6. U.S. Government Restricted Rights . If Customer is an agency, department, or other entity of the United States Government (“Government”), the use, duplication, reproduction, release, modification, disclosure or transfer of the Software, manuals, or any technical specifications, or any related documentation of any kind, including technical data (“Software and documentation”), is restricted in accordance with Federal Acquisition Regulation (“FAR”) 12.212 for civilian agencies and Defense Federal Acquisition Regulation Supplement (“DFARS”) 227.7202 for military agencies.

5. INSTALLATION, TRAINING, AND SUPPORT SERVICES

5.1. Installation Services . Veraz will perform the Installation Services for the installation fees, if any, specified in an Order to install the Software on the Customer Equipment, Third Party Products or Hardware at Customer’s site or as otherwise set forth in an Order. Customer will be solely responsible for completing all tasks that are reasonably required to prepare Customer’s site and equipment for the performance of such Services by Veraz. If specified in the applicable Order, Customer will cause the Customer Equipment to be delivered, at Customer’s expense, to Veraz’s facility for pre-installation of Software.

5.2. Training Services . Customer agrees to obtain, at Customer’s expense, and Veraz agrees to provide, the training, if any, specified in an applicable Order.

5.3. Consulting; and Other Services . Customer agrees to purchase the professional services, if any, as specified in an applicable Order. From time to time, at Customer’s reasonable request and subject to availability of Veraz’s personnel, Veraz will provide to Customer at Veraz’s then current consulting rates additional consulting services with respect to the Software and/or Hardware, subject to terms and conditions for professional services to be mutually agreed by the parties.

5.4. Support Services . Provided Customer continues to pay all support fees, Veraz will provide Support Services as set forth in Schedule B for (i) Hardware for a period of sixty (60) months from shipment, (ii) Software for so long as Veraz continues to offer such Post-Sales Support Services generally to customers of the Software; and, (iii) if specified in an Order, Third Party Products for so long as the applicable third party vendor offers applicable second level support.

5.5. Obligations of Customer . Customer will provide designated Veraz personnel access to the Products, including during Customer’s non-business hours, as is reasonably necessary to install, maintain and service the Products. Customer will provide, at Customer’s expense, reasonable working space, utilities, and adequate secure storage space, if required, for the equipment and materials which Veraz personnel may reasonably require to install, maintain and service the Products hereunder. Customer is

responsible for: (a) the results obtained from Customer’s use of the Products; (b) the integration and interconnection with Customer’s hardware and/or Third Party Products and/or systems; and (c) unless otherwise set forth in an Order, installation of any Third Party Products or Customer Equipment.

5.6. Veraz Alterations . Upon reasonable notice (as further specified below) to Customer, Veraz may make alterations to the Products: (a) as reasonably necessary to comply with this Agreement, changed safety standards or governmental regulations, with notice provided at the time Veraz becomes aware of such required changes; (b) to make the Products non-infringing with respect to any patent right, copyright or other proprietary interest, with notice provided at the time Veraz becomes aware of such required changes; or (c) to otherwise improve the Products, provided such improvements do not affect Product form or fit, with notice provided at least three (3) months before such changes are implemented.

5.7. Customer Equipment . Customer must provide Veraz with at least thirty (30) days written notice of any changes to the Customer Equipment including, without limitation, model or operating system changes. If such changes are not compatible with the Software, then the parties will mutually agree on a solution or plan to remedy such compatibility issue; unless otherwise expressly agreed in writing by Veraz, Customer will be responsible for any additional costs and expenses, including, if applicable, additional Software license fees, to remedy such compatibility issues with the Customer Equipment.

5.8. Deployment Sites . Customer may, at its option, make any changes deemed necessary to the Deployment Sites set forth in an Order, provided this Customer provides Veraz with at least thirty (30) days prior written notice of any changes which may adversely affect the operation of the Software. In the event such changes adversely affect the operation of the Software, Veraz agrees to provide additional Installation Service for a fee to be mutually agreed upon. In addition, in the event of any changes to the Deployment Sites of the Hardware which cause compatibility issues with networks, compliance issues with governmental or other requirements, or other issues requiring modified Hardware or Software, Veraz will upon reasonable prior notice, at Customer’s expense and Veraz’s then-current charges, provide any generally available additional Hardware or Software to support the Hardware for any such relocated Deployment Site.

6. LIMITED WARRANTY

6.1. Hardware Warranty . Veraz warrants that for a period of ninety (90) days from the date of shipment from Veraz the Hardware and any Software embedded in the Hardware as delivered to Customer will be free from detects in material and workmanship under normal use. This limited warranty extends only to Customer as original purchaser. Customer’s exclusive remedy and the entire liability of Veraz and its suppliers under this limited warranty will be, at Veraz’s option, repair or replacement in accordance with Veraz’s Basic Support Services policies, or a refund of the purchase price if the Hardware is returned, freight and insurance prepaid. The repaired or replaced Hardware is warranted for the longer of ninety (90) days from the date of shipment of the repaired or replaced Hardware or the remaining Hardware warranty period. Veraz replacement parts used in Hardware repair may be new or equivalent to new. All articles must be properly packed and returned in accordance

with Veraz’s then-current Return Material Authorization (RMA) procedure set forth in the Support Service Details attached to the Support Services Schedule attached hereto. Where applicable, before Veraz provides warranty services, Customer agrees to: (a) follow the problem determination, problem analysis, and warranty services request procedures that Veraz provides; (b) secure all programs and data contained in Hardware; and (c) inform Veraz of changes in the Hardware’s location or Deployment Site. Veraz will not be obligated to repair or replace any Hardware or any component of the Hardware or embedded Software under the warranty terms if Veraz reasonably believes that such repair or replacement is caused in whole or in part by: accident; fault or negligence of Customer; misuse or abuse; improper or unauthorized connection with any peripheral; external electrical fault; or alteration, modification, installation, service or repair performed other than by Veraz or by Veraz’s written permission.

6.2. Software Warranty . Veraz warrants to Customer, with respect to the Software separately licensed hereunder and not embedded in the Hardware, that for a period of ninety (90) days from the date of shipment from Veraz: (a) the media on which the Software is furnished will be free from defects in material and workmanship under normal use; and (b) the Software substantially conforms to its published specifications. Customer’s exclusive remedy and the entire liability of Veraz and its suppliers under this limited warranty will be, at Veraz’s option, repair or replacement in accordance with Veraz’s standard Basic Support Services policies, or a refund of the Software license fee upon return of the Software to Veraz. In no event does Veraz warrant that the Software is error-free or that Customer will be able to operate the Software without problems or interruptions. The foregoing limited warranty applies only to failures in operation of the Software that are reproducible in standalone form and does not apply to: (i) Software that is modified by Customer or any third party; (ii) Software that is operated in violation of this Agreement or other than in accordance with the published user Documentation; (iii) failures which are caused by other software or hardware products; or (iv) any media or copy of the Software that was not originally purchased or licensed from Veraz or for which the license fee was not timely paid to Veraz by Customer.

6.3. Third Party Products Warranties . Any warranties for Third Party Products provided hereunder will be passed on to Customer according to such third party vendor’s warranty coverage. Customer will follow the required provisions in order to obtain warranty service on such third party products.

6.4. Disclaimer . EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 6, ALL EXPRESS, IMPLIED OR STATUTORY CONDITIONS, TERMS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS (BUT NOT IN DEROGATION OF VERAZ’S INDEMNIFICATION OBLIGATIONS IN SECTION 8), SATISFACTORY QUALITY, ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW. THE PRODUCTS ARE NOT PRICED, DESIGNED, MANUFACTURED OR INTENDED FOR USE OR RESALE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS IN

AIR TRAVEL, SPACE TRAVEL, FIRE FIGHTING, POLICE OPERATIONS, 911 EMERGENCY SYSTEMS, POWER PLANT OPERATION, NUCLEAR FACILITIES, MILITARY OPERATIONS, RESCUE OPERATIONS, HOSPITAL AND MEDICAL OPERATIONS OR THE LIKE OR ANY OTHER USE IN WHICH THE FAILURE OF THE PRODUCT COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE (“HIGH RISK ACTIVITIES”). VERAZ AND ITS SUPPLIERS SPECIFICALLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES. This disclaimer and exclusion will apply even if the express warranty set forth above fails of its essential purpose.

7. TERM AND TERMINATION

7.1. Term . This Agreement will commence on the Effective Date and will continue in effect, unless earlier terminated in accordance with this Agreement, for a period of ninety days (90) and thereafter automatically renew for successive ninety day (90) terms unless either parry gives written notice to the other party no less than thirty (30) days prior to the expiration of any such renewal term of its intent not to renew at the end of such term. Notwithstanding the foregoing, Section 4 (Software License, Restrictions and Proprietary Rights) will survive any termination of this Agreement under this Section 7.1 (unless Customer notifies Veraz to the contrary pursuant to such termination), but will not survive any termination of this Agreement arising out of Sections 7.2 or 7.3. Customer may terminate a Software license at any time by destroying all copies of the Software. Upon termination of a Software license, Customer must return all copies of the Software and Documentation to Veraz, or destroy all such copies and certify in writing such destruction to Veraz.

7.2. Default . If either parry defaults in the performance of any of its material obligations including, without limitation, Customer’s payment obligations hereunder, and if such default is not corrected within thirty (30) days (ten (10) days in the case of non-payment) after written notice thereof by the other party, then the non-defaulting party, at its option, may, in addition to any other remedies it may have, terminate this Agreement by giving written notice of termination to the defaulting party.

7.3. Bankruptcy . This Agreement may be terminated immediately by a party without notice if any one of the following occurs: the other party (i) ceases to carry on business as a going concern, (ii) becomes the object of the institution of voluntary proceedings in bankruptcy or liquidation, or (iii) becomes the object of the institution of involuntary proceedings in bankruptcy or liquidation, or a receiver is appointed with respect to a substantial part of its assets, if such petition or proceeding is not dismissed or receiver discharged within thirty (30) days of filing or appointment.

7.4. Nonexclusive Remedy . Termination of this Agreement by either party will be a nonexclusive remedy for breach and will be without prejudice to any other right or remedy of such party.

7.5. Injunctive Relief . Each party acknowledges that its breach of Section 4 (Software License, Restrictions, and Proprietary Rights) or Section 10 (Confidential Information) would cause irreparable harm to the other party, the extent of which would be difficult to ascertain. Accordingly, each party agrees that, in addition to any other remedies to which such other party may be entitled, such other party

will have the right to obtain immediate injunctive relief in the event of a breach of such sections.

7.6. Survival . Sections 4.3, 4.4, 4.6, 8, 9, 10, and 11, and all purchase or payment obligations for Products and Services incurred prior to the termination of this Agreement, will survive such termination.

8. INDEMNITIES

8.1. Veraz IP Indemnity . Veraz will defend any action brought against Customer to the extent that it is based upon a claim that a Product, as provided by Veraz to Customer under this Agreement and used within the scope of this Agreement, infringes any copyright, U.S. patent or any patent issued by a member state of the EU, and Veraz will pay any costs, damages and reasonable attorneys’ fees attributable to such claim that are awarded against Customer or agreed upon by Veraz in settlement, provided that Customer: (a) promptly notifies Veraz in writing of the claim; (b) grants Veraz sole control of the defense and settlement of the claim; and (c) provides Veraz with all assistance, information and authority required for the defense and settlement of the claim. Veraz will not reimburse Customer for any expenses incurred without the prior written approval of Veraz. Customer may engage counsel of its choice at its own expense.

8.2. Injunction . If Customer’s use of any Product hereunder is, or in Veraz’s opinion is likely to be, enjoined due to the type of infringement specified in Section 8.1 above, Veraz may, at its sole option and expense: (a) procure for Customer the right to continue using such Product under the terms of this Agreement; (b) replace or modify such Product so that it is non-infringing and substantially equivalent in function to the enjoined Product; or (c) if options (a) and (b) above cannot be accomplished despite Veraz’s diligent efforts, then Veraz may terminate Customer’s rights and Veraz’s obligations hereunder with respect to such Product and, upon return of the allegedly infringing item, refund to Customer the unamortized portion of the fees paid hereunder for such Product, based upon a straight-line five (5) year depreciation commencing as of the date of delivery to Customer of such Product.

8.3. Exclusions . Notwithstanding the terms of Section 8.1, Veraz will have no liability for any infringement claim of any kind to the extent it results from: (a) modification of the Product made other than by Veraz; (b) the combination, operation or use of any Product supplied hereunder with equipment, devices or software not made and supplied by Veraz to the extent such a claim would have been avoided if the Product were not used in such combination; (c) failure of Customer to use updated, modified or substitute Products provided by Veraz to avoid infringement; (d) use of the Products by Customer other than as authorized under this Agreement, or (e) compliance by Veraz with designs, plans or specifications furnished by or on behalf of Customer. Customer will defend and hold Veraz harmless against any expense, judgment or loss for alleged infringement of any patents or copyrights or misappropriation of trade secrets which result from Veraz’s compliance with Customer’s designs, specifications or instructions.

8.4. Sole Remedy . THE FOREGOING PROVISIONS OF THIS SECTION 8 SET FORTH VERAZ’S AND ITS SUPPLIERS’ SOLE AND EXCLUSIVE OBLIGATIONS, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

8.5. Customer Indemnity . Customer will defend any action brought against Veraz to the extent that it results from or in connection with the use, manufacture, or distribution of Customer’s products and Customer’s direct and indirect end users in any country, and Customer will pay any costs, damages and reasonable attorneys’ fees attributable to such claim that are awarded against Veraz or agreed upon by Customer in settlement, provided that Veraz: (a) promptly notifies Customer in writing of the claim; (b) grants Customer sole control of the defense and settlement of the claim; and (c) provides Customer with all assistance, information and authority required for the defense and settlement of the claim. Customer will not reimburse Veraz for any expenses incurred without the prior written approval of Customer. Veraz may engage counsel of its choice at its own expense. This indemnification obligation will not apply to infringement actions or claims if such actions or claims are based solely on the use of the Hardware or Software in the form provided by Veraz.

9. LIMITATION OF LIABILITY

9.1. Limitation . NEITHER PARTY NOR ITS THIRD PARTY SUPPLIERS AND LICENSORS WILL BE LIABLE TO THE OTHER WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, (A) FOR ANY PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST DATA, OR (B) FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES, OR (C) FOR LOSS OR CORRUPTION OF DATA OR INTERRUPTION OF USE, OR (D) FOR ANY AMOUNTS IN EXCESS, IN THE AGGREGATE, OF THE FEES PAID OR OWED TO VERAZ HEREUNDER FOR THE ORDER TO WHICH THE CAUSE OF ACTION OR CLAIM IS COVERED OR RELATED. NOTHING IN THIS AGREEMENT WILL LIMIT A PARTY’S LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY CAUSED BY A PARTY’S NEGLIGENCE.

9.2. Exceptions . The liability limitations set forth in Section 9.1 above do not apply to: (a) either party’s breach of its confidentiality obligations set forth in Section 10 below; or (b) Customer’s breach of the license grant and restrictions set forth in Section 4 above, or any infringement of Veraz’s Intellectual Property Rights.

10. CONFIDENTIAL INFORMATION

10.1. Confidential Information . As used in this Agreement, the term “Confidential Information” means any confidential information disclosed by one party to the other pursuant to this Agreement. Confidential Information may also include oral information disclosed by one party to the other pursuant to this Agreement. Notwithstanding any failure to so identify disclosed information as Confidential Information, (a) the terms of this Agreement, information pertaining to the Software and Documentation including without limitation, the development status of the Software or Hardware, the functionality of the Software or Hardware, the appearance, content and flow of the Software’s user interface and the Documentation and all materials relating to Veraz’s or Customer’s customers, products, and business which Veraz or Customer makes available to Customer or Veraz hereunder will be deemed to be Confidential Information; and (b) any

information disclosed in circumstances of confidence, or would be understood by the parties, exercising reasonable business judgment, to be confidential, including information viewed or learned by a party during a visit to the other party’s facilities, will be deemed Confidential Information.

10.2. Confidentiality . Each party will treat as confidential all Confidential Information of the other party, will not use such Confidential Information except as set forth herein, and will use reasonable efforts not to disclose such Confidential Information to any third party. Without limiting the foregoing, each of the parties will use at least the same degree of care that it uses to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of