EXHIBIT B – TADIRAN TELECOM ANNUAL SERVICE AGREEMENT

VER1

Applicable for all Tadiran software (For worldwide Business Partners)

1. Scope:

Tadiran ANNUAL SERVICE AGREEMENT (ASA) is a global support

program designed to ensure Business Partner's and their Customer's
satisfaction and success.

The agreement is valid for Business Partners that pay the annual
maintenance fee. Tiers of highly experienced product and service
engineers support the Tadiran Assistance Center (TAC) which, in turn,
supports your needs.

By having this ASA you will receive the highest level of Technical Support
available.Tadiran’s comprehensive software support program delivers
assurance that your systems are up-to-date and backed by Tadiran.

2. Tadiran ASA Objectives:

 To provide excellent support to our Business partners for their

customers which are under valid maintenance agreements.

 To make Tadiran’s technical knowledge and resources available to

you.

 To create a comprehensive support environment with software

updates for helping keep customers’ systems reliable and up-to-
date.

 To expand the resources of your technical staff to complement your

in-house capabilities.

 To offer remote technical support with on-site technical support

options (at an extra fee) in order to provide the correct mix of
support where and when needed.

3. Tadiran Assistance Center (TAC)

TAC is Only available for trained technicians of business partners that are
under a valid support agreement, Tadiran Assistance Center will provide
the following services:

 Telephone Support – during defined hours by a qualified technical

Tadiran Telecom (TTL) L.P.
23 Hayetzira St. P.O.B. 7607
Petach Tikva 4951251, Israel
Tel: +972-3-9262000
www.tadirantele.com
 specialist. Includes problem analysis and simulation over the phone

 E-Mail Support – during defined hours. A qualified technical

specialist will send a detailed response to software inquiries within
defined working hours

 Updates and Hot-Fixes Support – are uploaded and made available

for download on Tadiran Telecom’s Web Site

4. Support Program

The Support Program is set out in the following table:

Package Support Package

Feature
Cost of service Accordingly to Tadiran Telecom pricelist
Remote support coverage Accordingly to support time zone that was
selected by Business partner
Software Update Packs and
Bug Fixes Included

New Software Upgrade Releases No Charge

Access to TADIRAN TELECOM Support

Portal Included

Remarks

 Non-Tadiran software installations on servers with Tadiran systems

should be confirmed by Tadiran before such installation; otherwise,
such systems will not be supported by the company.

 The new software upgrade releases do not cover add-ons and

professional services which are billable items.

Tadiran Telecom (TTL) L.P.

23 Hayetzira St. P.O.B. 7607
Petach Tikva 4951251, Israel
Tel: +972-3-9262000
www.tadirantele.com
5. Tadiran Responses to Support Tickets

Customer and Partner issues and problems are tracked and reported using
Tadiran’s ticket management system. Each ticket is assigned a unique
number and severity when the ticket is opened. This severity level is the
basis for the ASA and response times to Tadiran’s Business partner.

Severity System Down Critical Major Medium Minor

Service
Initial One hour 2 working 2 working days
Response One hour 2 working days days
Ticket Continuous
Response activity 2 days 2 weeks 1 month 1 month
Continuous In one of the next
activity updates (should
be up to 4
months, average Next major Next major
Final Fix
1 week of 2 months) version version
Response

* To get listed response time for Critical & System Down severities a report
should be opened by phone. Otherwise, Initial Response time may take 2
working days.

** For opening Critical & System Down severities reports please read
section 13 for emergency cases

*** The terms above are indicative only, shall no commit the compliance
for any damages payments.

**** The above timetable exclude pend customer actions.

6. Support and Maintenance Definitions:

Minor - Essential applications and/or functionalities are not working as

expected, but impact on the Customer is currently negligible. Questions by
the Customer about issues that can have a low impact on the Customer’s
business.

Medium - Essential applications and/or functionalities are not working as

expected, but impact on the Customer is currently moderate. Questions by
the Customer that can have a moderate impact on the Customer’s
business.

Major - Essential applications and/or functionalities are not available to a

significant portion of the users. Essential applications and/or functionality
Tadiran Telecom (TTL) L.P.
23 Hayetzira St. P.O.B. 7607
Petach Tikva 4951251, Israel
Tel: +972-3-9262000
www.tadirantele.com
performance is unacceptable and is affecting the usage of those
applications or functionalities to a high degree, an entire department or all
users may be or are affected by the problem. Questions by the Customer
that can have a high impact on the Customer’s business.

Critical - Essential applications and/or functionalities are not available.

Essential application and/or functionality performance is unacceptable and
is affecting a significant portion of the enterprise. Questions by the
Customer that can have a critical impact on the Customer’s business. A
workaround exists, but is unacceptable to the Customer due to the impact
on the Customer’s business.

System Down - The Tadiran System is not available (e.g. Crash, etc.), and
users are unable to use the Tadiran system for any purpose.

Initial Response - When opening a ticket, an email is sent to the customer

with the ticket details. A support engineer will provide initial analysis and
report back to the partner about the status of the case or will ask from a
customer some additional needed information for analysis completion.

Ticket Response - When all the relevant tiers of investigation have been
exhausted and a conclusion / resolution by-pass / decrease in level of
severity have been established for the issue/question.

Final Fix Response- When the final solution/ Fix /Update/ Version is
provided to the Business partner.

Software Update Packs and Bug Fixes and New Software Upgrade
Releases - As part of the TADIRAN TELECOM Maintenance Program,
TADIRAN TELECOM provides the latest software upgrades, patches and
fixes to ensure that your system stays current with the latest industry-
leading TADIRAN TELECOM technology. The Program provides software
upgrades and updates for TADIRAN TELECOM partners at no additional
cost, which are delivered based on your specific software package and can
be easily downloaded from the TADIRAN TELECOM Software Delivery
Center (SDC).

Tadiran Telecom (TTL) L.P.

23 Hayetzira St. P.O.B. 7607
Petach Tikva 4951251, Israel
Tel: +972-3-9262000
www.tadirantele.com
7. Level of Support

The following tasks are intended to be supplied by the end user.

Activities and Tasks Skill
Level
1. System administration End
2. System supervision User
3. System Backup

TADIRAN TELECOM’s maintenance concept is based on three support levels.

The first and second level, Level 1 and 2, is supplied by the Business Partner.
Level 3 is supplied mainly by TADIRAN TELECOM. The table below summarizes
the support levels, their respective activities, and tasks.

Activities and Tasks Skill

Level
1. System installation – site preparation 1
2. System installation, setup and Installation Test Procedure (ITP)
3. Site specific parameters setup
4. Routine system tests, on-site or remote
5. S/W system upgrades
6. Fault diagnosis and repair
7. End user training
8. Permanent on-site or dispatched on-call

1. Escalation from previous level 2

2. Advanced troubleshooting
3. Remote level S/W fault diagnostics and repair
4. Analysis of S/W faults

1. Escalation from previous level 3

2. Work with R&D on code fix, workaround and hot fix
3. Remote high level S/W fault diagnostics and repair
4. Bugs trace and fix plan
5. Business Partner technical training
6. Remote installations and upgrades

Tadiran Telecom (TTL) L.P.

23 Hayetzira St. P.O.B. 7607
Petach Tikva 4951251, Israel
Tel: +972-3-9262000
www.tadirantele.com
8. Certification

TADIRAN TELECOM - Business Partners Infrastructure

Business Partner Technical Certification
The TADIRAN TELECOM Certification Programs provide TADIRAN TELECOM’s
business partners with the essential tools to promote, install, and support the
latest software version of TADIRAN TELECOM products.
TADIRAN TELECOM Certification is proof that all those involved in the purchase
and installation of
TADIRAN TELECOM systems have received the very best training available.
TADIRAN TELECOM‘s policy is that TADIRAN TELECOM installation and support
can be undertaken only by a technically certified engineer.
TADIRAN TELECOM’s partner engineer will get Tadiran Telecom certification only
upon completion of full technical training course and successfully passing the final
certification test. The purpose of the certification policy is to set out the operational
requirements between TADIRAN TELECOM and its partners in order to fortify and
improve the overall service process.

Tadiran Telecom (TTL) L.P.

23 Hayetzira St. P.O.B. 7607
Petach Tikva 4951251, Israel
Tel: +972-3-9262000
www.tadirantele.com
9. General Processes

Opening a new ticket:

In the event of a [fault/problem/incident] a case must be opened via Tadiran
Telecom helpdesk. When a customer reports a new issue either by phone or by
email, a new ticket is opened and an indication is sent to the customer. The
severity of the new ticket is defined together with the customer. If the support call
(or email) is solved immediately, a ticket is still opened and closed (for
documentation purposes) and a record of the opening and closing of the ticket will
be sent to the customer.
Tickets in process:
At any given time the customer can review the ticket status. The ticket tracking
tool will provide the customer with the ability to track the ticket’s statuses.
Closing a ticket:
Closing a ticket will occur only after coordination with the customer in writing. If
closing the ticket is a result of resolving the problem, the CLOSE status will follow
after 10 days of mutually monitoring the site.
Escalation Process:
TADIRAN TELECOM is committed to provide an efficient and consistent process
to keep our Business partners notified on the progress of any logged
[fault/problem/incident].
The escalation process is designed to efficiently track calls by priority level. Based
on that, requests can be tracked, and the proper ownership identified. At any time,
the progress of any request can be determined by the escalation procedure.

Tadiran Telecom (TTL) L.P.

23 Hayetzira St. P.O.B. 7607
Petach Tikva 4951251, Israel
Tel: +972-3-9262000
www.tadirantele.com
10. Support Time Zones

Every business partner should select as part of agreement with Tadiran his own
support time zone
Support time zone TAC working hours
USA 8:30 AM-5:30 PM MON-FRI (NY TIME)
China 8:30 AM-5:30 PM MON-FRI (CHINA TIME)
Israel 8:30 AM-5:30 PM SUN-THUR (IL TIME)

8:30 AM-5:30 PM MON-THUS means Sunday through Thursday, 8:30 AM to 5:30

PM local time of selected Tadiran’s TAC excluding TADIRAN TELECOM’s
published holidays where the clock stops at 5:30 PM, and resumes at 8:30 AM the
next business day.

It is specifically agreed that Tadiran and/or anyone on its behalf will not be
responsible, and the client exonerates them from any responsibility and/or liability
in respect of any damage and/or loss, in case of one or more of the cases below
takes place:
 Client is not using the equipment in accordance with the instructions of use
provided to the client and/or using the equipment negligently or misuses
the equipment in contrary to its scope and specifications.

 Client handles the equipment with unqualified personnel or technician that

have not been nominated or qualified by Tadiran.

 The Client integrated software within the product that was not supplied
and/or produced or certified by Tadiran.

 Tadiran shall have no responsibility regarding hardware or software that

were connected to Tadiran's software or become damaged as a result of
such connection.

11. Force Majeure

TADIRAN will not be responsible for any loss or damage resulting from delay or
failure to perform any of its contractual obligations as a result of causes
reasonably beyond its control (“Force Majeure”). In the event of a Force Majeure,
TADIRAN will be excused from performance during the existence of the Force
Majeure and the date of performance shall be extended for a period of time equal
to the impact of the delay on the schedule. When a Force Majeure occurs,
TADIRAN will attempt to mitigate the effect of the Force Majeure as much as
possible.
12. Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL TADIRAN BE LIABLE FOR

INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES
Tadiran Telecom (TTL) L.P.
23 Hayetzira St. P.O.B. 7607
Petach Tikva 4951251, Israel
Tel: +972-3-9262000
www.tadirantele.com
(HOWEVER ARISING), INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT,
LOSS OF USE, LOSS OF REVENUES OR DAMAGES TO BUSINESS OR
REPUTATION ARISING FROM THE PERFORMANCE OR NON-
PERFORMANCE OF ANY ASPECT OF THIS AGREEMENT WHETHER OR NOT
TADIRAN SHALL HAVE BEEN MADE AWARE OF THE POSSIBILITY OF SUCH
LOSS.

13. Emergency Cases

For customer emergency cases with Critical and System Down severities, Tadiran
will supply 24/7 365 DAYS* support. Such support will be supplied only if the issue
was reported by phone to the appropriate Technical Assistance Center (TAC).

TAC location Phone number

Israel 972-3-926-2019
USA 001-516-632-7300
China 0086-871-83811899

*24/7 365 DAYS means twenty-four (24) hours per day, seven (7) days per week,
and three hundred sixty-five (365) days per year. The Call Back and On Site
Response Times are in clock hours.

Tadiran Telecom (TTL) L.P.

23 Hayetzira St. P.O.B. 7607
Petach Tikva 4951251, Israel
Tel: +972-3-9262000
www.tadirantele.com