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 mit