20-F/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F/A

(Amendment No. 1)

o REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2015

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

OR

o SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report ____________

Commission file number 0-29452

RADCOM LTD.

(Exact Name of Registrant as Specified in its Charter)

N/A

(Translation of Registrant's Name into English)

Israel

(Jurisdiction of Incorporation or Organization)

24 Raoul Wallenberg Street, Tel-Aviv 69719, Israel

(Address of Principal Executive Offices)

Uri Birenberg: (+972) 77-7745-060 (tel), (+972) 3-647-4681 (fax)

24 Raoul Wallenberg Street, Tel Aviv 69719, Israel

(Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which Registered
Ordinary Shares, NIS 0.20 par value per share	NASDAQ Capital Market

Securities registered or to be registered pursuant to Section 12(g) of the Act:    None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:  None

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report:  As of December 31, 2015, there were 8,638,685 ordinary shares, NIS 0.20 par value per share, outstanding.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  

Yes o No x

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.  

Yes o No x

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  

Yes x No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  

Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.  (Check one):

Large Accelerated Filer o    Accelerated Filer o     Non-Accelerated Filer x

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP x

International Financial Reporting Standards as issued by the International Accounting Standards Board o

Other o

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant elected to follow.

Item 17 o

Item 18 o

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  

Yes o No x

EXPLANATORY NOTE

This Amendment No. 1 (the “Amendment”) to our annual report on Form 20-F for the fiscal year ended December 31, 2015, as originally filed with the Securities and Exchange Commission (the “Commission”) on March 29, 2016 (the “Form 20-F”), is being filed solely for the purpose of filing certain exhibits.

Therefore, this Amendment consists of a cover page, this explanatory note, a revised list of exhibits (Item 19 of Part III), a signature page and Exhibits 4.9 and 4.11 as well as Exhibits 12.1, 12.2, 13.1 and 13.2.

This Amendment speaks as of the date of the initial filing of the Form 20-F. Other than as described above, this Amendment does not, and does not purport to, amend, update or restate any other information or disclosure included in the Form 20-F and does not, and does not purport to, reflect any events that have occurred after the date of the initial filing of the Form 20-F. As a result, our annual report on Form 20-F for the fiscal year ended December 31, 2015, as amended by this Amendment, continues to speak as of the initial filing date of the Form 20-F.

ITEM 19. EXHIBITS

The exhibits filed with or incorporated into this Annual Report are listed below.

Exhibit No.		Description
1.1		Memorandum of Association, as amended (1).
1.2		Amended and Restated Articles of Association, as amended. (previously filed)
2.1		Form of ordinary share certificate (2).
4.1 4.2		2003 Share Option Plan (2). 2013 Share Option Plan, as amended. (previously filed)
4.3		Lease Agreement, dated March 1, 2013, among Zisapel Properties (1992) Ltd., Klil and Michael Properties (1992) Ltd. and RADCOM Ltd. (English translations accompanied by Hebrew original)(2).
4.4		Lease Agreement, dated December 1, 2000, as amended, among Zohar Zisapel Properties, Inc., Yehuda Zisapel Properties, Inc. and RADCOM Equipment, Inc. (3).
4.5		Share and Warrant Purchase Agreement, dated as of April 23, 2013, by and between RADCOM Ltd. and the purchasers listed therein (4).
4.6		Lease Extension, dated May 30, 2014, among Zohar Zisapel Properties, Inc., Yehuda Zisapel Properties, Inc. and RADCOM Equipment, Inc. (previously filed)
4.8		Master Subcontract Agreement, dated March 23, 2015, by and between Amdocs Inc. and Radcom Inc.* (previously filed)
4.9		Value Added Reseller Agreement, dated December 30, 2015, by and between Amdocs Software Systems Limited and the Company (5)*.
4.10		Addendum to the Value Added Reseller Agreement, dated December 30, 2015, by and between Amdocs Software Systems Limited and the Company.*  (previously filed)
4.11		Supplemental Agreement, dated December 30, 2015, by and between Amdocs Software Systems Limited and the Company (5)*.
4.12		Radcom Compensation Policy for Executive Officers and Directors, as amended on December 30, 2015. (previously filed)
8.1		List of Subsidiaries (previously filed)
11.1		Code of Ethics (6).
12.1		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(5).
12.2	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (5).
13.1	Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (7).

13.2	Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (7).
15.1	Consent of Kost Forer Gabbay & Kasierer, a member of Ernst and Young Global, dated March 29, 2016. (previously filed)
101	The following financial information from RADCOM Ltd.'s Annual Report on Form 20-F for the year ended December 31, 2015 formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Operations for the years ended December 31, 2015, 2014 and 2013; (ii) Consolidated Statement of Comprehensive Income (Loss) for the years ended December 31, 2015, 2014 and 2013 (iii) Consolidated Balance Sheets at December 31, 2014 and 2013; (iv) Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31, 2015, 2014 and 2013 ; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013; and (vi) Notes to Consolidated Financial Statements. Users of this data are advised, in accordance with Rule 406T of Regulation S-T promulgated by the SEC, that this Interactive Data File is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Exchange Act, and otherwise is not subject to liability under these sections. (previously filed)

_________________

(1)   Incorporated herein by reference to the (i) Registration Statement on Form F-1 of RADCOM Ltd. (File No. 333-05022), filed with the SEC on June 12, 1996, (ii) Form 6-K of RADCOM Ltd., filed with the SEC on April 1, 2008 and (iii) Exhibit 99.2 to Form 6-K of RADCOM Ltd., filed with the SEC on November 23, 2015.

(2)   Incorporated herein by reference to the Form 20-F of RADCOM Ltd. for the fiscal year ended December 31, 2012, filed with the SEC on April 22, 2013.

(3)   Incorporated herein by reference to the Form 20-F of RADCOM Ltd. for the fiscal year ended December 31, 2000, filed with the SEC on June 29, 2001.

(4)   Incorporated herein by reference to the Form F-3/A of RADCOM Ltd., filed with the SEC on July 3, 2013.

(5)   Filed herewith.

(6)   Incorporated herein by reference to the Form 20-F of RADCOM Ltd. for the fiscal year ended December 31, 2003, filed with the SEC on May 6, 2004.

(7)   Furnished herewith.

* Confidential treatment was requested with respect to certain portions of this exhibit pursuant to 17.C.F.R. §240.24b-2. Omitted portions were filed separately with the SEC.

SIGNATURE

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Amendment No.1 on its behalf.

RADCOM LTD.
By:	/s/ Yaron Ravkaie
	Name: Yaron Ravkaie
	Title: Chief Executive Officer
	Date: April 25, 2016

EX-4.9

Exhibit 4.9

PORTIONS OF THIS AGREEMENT WERE OMITTED AND HAVE BEEN FILED

 SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN

APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE

 SECURITIES EXCHANGE ACT OF 1934; [**] DENOTES OMISSIONS

Value Added Reseller Agreement

This Value Added Reseller Agreement (“Agreement”), is entered into by and between Amdocs Software Systems Limited., existing under the laws of Ireland, having its principal offices at First floor, Block S, East Point Business Park, Dublin 3, Ireland (“Amdocs”) and RADCOM Ltd a corporation organized and existing under the laws of  Israel having its principal offices at 24 Raoul Wallenberg Street, Tel Aviv, Israel   (“Company”).

The purpose of the Agreement is to provide the parties with a commercial framework for marketing, distributing and reselling Company’s products specified in Schedule A (the “Products”) and related services by Amdocs or any of its Affiliates (collectively, “Amdocs”) to Amdocs’ customers and prospective customers (“End Users”).

1. Scope of the Agreement

a. As a reseller Amdocs has the right to offer and resell the Products and related services (maintenance and support, professional services and training) to End Users by reselling Product licenses.

b. Orders for Products shall be made under this Agreement, and orders for related services (such as professional services and maintenance and support) shall be made under an applicable service agreement, if needed, and as will be entered between the parties on a case by case basis.

c. Amdocs or any of Amdocs's Affiliate (as this term is defined herein) shall be entitled to place orders with the Company or any of the Company’s Affiliates under this Agreement and/or the applicable service agreement, as will be mutually agreed on a case by case basis. In such event, the references in this Agreement and/or the applicable service agreement, to Company and/or Amdocs shall be deemed to be references to the applicable Company's and/or Amdocs Affiliate.

d. The Products shall be licensed to End Users pursuant to a written license or subscription agreement to be entered into between Company and the End Users directly. Company will handle any claim related to that license/subscription agreement. Amdocs shall not be a party to the license/ subscription agreement, nor bound by any of its provisions.

e. Company and its suppliers/lawful licensors own all right, title and interest in the Products and related documentation, including all intellectual property rights therein and all, updates and upgrades. With respect to modification, customizations and derivative works, only the above will apply unless otherwise agreed in writing. The rights granted to Amdocs under this Agreement confer no title to, or ownership interest in, the Products and documentation and they are not deemed as a sale of any copies or rights in the Products or the documentation. There are no implied licenses in this Agreement, and all rights not expressly granted to Amdocs herein are reserved solely to Company and/or its suppliers/lawful licensors.

2. Marketing

When Amdocs learns of an opportunity for the Products, it will register the opportunity using the Opportunity Registration Form (Schedule B).  Within 7 business days of receipt of the notification by the Company, the Company must reject or accept the notice.

Registered and confirmed opportunities expire six months after last major sales process event (which is either demonstration or proof of concept, and/or an offer to RFXs) to occur, unless extended by the parties.

At Amdocs’ request, Company’s sales organization will work closely with Amdocs’ sales organization to sell the Products and related services to End Users, in connection with the relevant opportunity registered. Company will not directly or indirectly, alone or through, including but not limited, any of its affiliates, agents, subcontractors, distributors etc. solicit orders, from those registered End User who have been confirmed as exclusive in the Opportunity Registration Form, for the Products and related services in connection with the specific opportunity registered and confirmed as exclusive.

Any orders Company receives from any partner designated in the Opportunity Registration Form (including if designated as “OEM Partner” in said form), shall not be deemed as Company’s solicitation of orders, and such order will not entitle Amdocs for any payment.  Nothing stated in this Agreement, shall prevent Company from working directly and/or indirectly through a partner, which was registered and confirmed in the  Opportunity RegistrationForm with the End Users including receiving orders from the End Users, in each of the following events: (i) if the relevant opportunity registered, was not confirmed as exclusive in the Opportunity Registration Form, and/or (ii) in the event the relevant registered opportunity has expired and/or terminated, (iii) in the event Amdocs refuses to process the deal as a reseller of the Company. With respect to registered opportunities, in cases where the End User requests to work directly with the Company and/or if Amdocs is not able to offer, provide and/or perform the Products and/or the Products’ related services, at terms acceptable by and/or agreed with the End User, the parties will discuss in good faith the approach to be taken.

3. Revenue Sharing

In this Agreement, “Proceeds (Amdocs)” shall mean the net amounts actually received (i.e., cash basis) by Amdocs from an End User. Accordingly, any taxes, duties, insurance, and delivery charges paid by an End User to Amdocs in connection with a sale made to an End User or taxes, duties, insurance and delivery charges paid by Amdocs or withheld from the payments to Amdocs in connection with a sale made to the End User shall not be deemed as part of the Proceeds (Amdocs).

a. End User Licenses (reselling) :

1. The fee payable by Amdocs to Company for hardware and third party software (other than software of Radcom or its affiliates) related to the RADCOM’s Products and provided by Radcom shall be [**] of the Proceeds (Amdocs) paid by the End User to Amdocs which are attributed to the RADCOM’s Products sold by Amdocs to the End User in the applicable transaction (“third party hardware and software license fees”).

2. The fee payable by Amdocs to Company for RADCOM software licenses Products shall be [**] of the Proceeds (Amdocs) paid by the End User to Amdocs which are attributed to licenses of the Products sold by Amdocs to the End User in the applicable transaction. ("License Fees").

4. Maintenance and Support for End Users

a. Company will extend maintenance and support to End Users, as mutually agreed in accordance with the following support options:

i. Support Option A - Amdocs shall be responsible for providing Support Level One to End Users, who have purchased support and maintenance services from Amdocs. Company shall provide Support Level Two and Three and maintenance for the Company Products directly to Amdocs. "First Level Support" shall consist of receiving and logging calls by a non-technical person via email, phone or web and shall be available during business working hours of the respective Amdocs Affiliate. Other specific terms may be agreed by the parties on a case by case basis.

ii. Support Option B - Company will provide End Users Support Level One, Two and Three and maintenance, provided the End User enters into a maintenance and support contract directly with Company.

iii. Support Option C - Company will provide Support Level One, Two and Three to End Users who have purchased support and maintenance services from Amdocs.

iv. Company will provide maintenance and support in accordance with its standard maintenance and support agreement. Company is fully aware and confirms that the maintenance and support terms will be agreed directly between the End User and the Company.

b. Support Fees:

i. Support Option A - The fee paid by Amdocs to Company for Support Option A shall be [**] of the Proceeds (Amdocs) for such services.

ii. Support Option B - The fee paid by Company to Amdocs for Support Option B shall be [**] of the Proceeds received by Company for such services.

iii. Support Option C - The fee paid by Amdocs to Company for Support Option C shall be [**] of the Proceeds (Amdocs) for such services.

The support fees in section 4b (ii)  shall apply beyond two maintenance and support renewals and/or two years of maintenance and support service, the shorter of the two, subject to Amdocs providing Level One (in accordance with Company’s maintenance and support terms) to the End User.

5. Source Code

Company acknowledges that it might be required to deposit the Source Code and all the respective documentation if so required by the End User. The terms of the Escrow agreement would be determined on a case by case basis.

6. Lost Sale Fee

In this Agreement, “Proceeds (Company)” shall mean the net amounts actually received (i.e., cash basis) by Company and its Affiliates. Accordingly, any taxes, duties, insurance, and delivery charges paid to Company (or its Affiliate) in connection with a sale made or taxes, duties, insurance and delivery charges paid by Company (or its affiliate) or withheld from the payments to Company (or its Affiliate) in connection with such sale shall not be deemed as part of the Proceeds (Company)

Lost Sale Fee: If Amdocs engages in sales promotion activities, and actively offers and promotes the sale of the Products to an End User, for a certain opportunity, and it was agreed in the Opportunity Registration Form that exclusivity shall apply, but the End User elects to buy the Products for said opportunity directly from Company (or including but not limited from: its Affiliates, agents, subcontractors or their other distributors not mentioned in the registration form or from OEM partners of the Company when not designated in the registration form), Amdocs will receive a fee of [**] of the Proceeds (Company) received by Company (or its Affiliate) from such sale, provided the Company Product operate in conjunction with an Amdocs software and/or services.

7. Support, Testing, Backup, Development and Evaluation Licenses

Company hereby grants Amdocs with a worldwide: free-of-charge nonexclusive, non assignable (other than to Amdocs’ entities), royalty free license and right to use the Products during the term of this Agreement for the following purposes: (i) to internally evaluate the Products; (ii) to perform demonstrations for customers and prospective customers, including the right to sub-license under the same license terms set in this Section, during the Term of this Agreement, trial licenses of the Products for allowing a potential End Users for evaluation purposes; trial and demonstration licenses shall be provided for no more than [**], and shall be free provided the relevant customer or End User is not being charged by Amdocs for the demonstration and/or trial   (iii) to receive training for Amdocs’ employees and contractors in the use of the Products; and (iv) for a period of [**] days (which may be extended for further periods subject to Company’s prior approval) to install, use, configure and integrate the Products with Amdocs’ Products for the purpose of pre-production, testing and staging Company’s Products for End Users and prospective customers within Amdocs (and or its Affiliates) premises unless otherwise agreed by the parties; (v) to use and install a reasonable number of copies of the Company’s Products solely for the purpose of end user support and/or any preliminary trouble shooting; (vi) To copy the documentation, incorporate all or any portion of the documentation into or with Amdocs’ documentation for and distribute the documentation for such evaluation and support purposes.

With respect to third party components combined in and/or offered with the Product but only in relation to Support, Testing, Backup, Development and Evaluation Licenses, it is agreed that a prior written consent from the relevant third party will be required, and that additional costs may be involved.

In exercising the above Support, Testing, Backup, Development and Evaluation Licenses, Amdocs shall not:

directly or indirectly, in whole or in part, modify, port, re-engineer, change, translate, reverse engineer, decrypt, decompile, disassemble, reprogram, make error corrections to, create derivative works based on, or otherwise attempt or create, or cause others to attempt or create, or discover, the source code or underlying ideas or algorithms of the Product;

remove or alter any trademarks or other proprietary notices, legends, symbols or labels that appear on or in connection with Product and/or documentation;

use the Product and/or its documentation for development;

allow any third party other than an Affiliate to use the Product or documentation;

transfer, assign, sell, market, rent, lease, license, distribute, disclose, pledge, grant or convey any other rights whatsoever in the Product or any portion thereof to any third party;

reproduce or make any copy of the Product or of any part, portion or module thereof, except for end user support and/or any preliminary trouble shooting only;

use, access, evaluate or view the Product or documentation for the purpose of designing, modifying, or otherwise creating any software program which performs functions identical or similar to the functions performed by the Product;

Notwithstanding anything contrary in this Agreement, the evaluation, demonstration, trial and training licenses are provided by Company “AS IS” with no warranties, intellectual property infringement indemnity or support, and Company shall not be liable for any damage, direct and/or indirect, arising out of and/or in connection with said licenses.

8. Professional Services

Company's professional services will be provided under a specific agreement such as a Master Subcontractor Agreement between the parties, SOW, Order etc.

Amdocs will make its commercially reasonable efforts to work in transparent with the Company to ensure best proposal is submitted to the End-User. The fee payable by Amdocs to Company for the services (customization, training and other services to be sold to the relevant End-User and provided by Radcom, but not including maintenance and support) shall be [**] of the Proceeds (Amdocs) paid by the End User to Amdocs which are attributed the services sold by Amdocs to the End User in the applicable transaction. (“Service Fees”).

If a fixed fee proposal and/or contract is required, it will be based on a scope of work determined and agreed to by Amdocs and Company.

9. Training

To ensure sufficient technical knowledge of the Company Software, and its use:

a. Company shall train free of charge [**] employees of Amdocs (and its Affiliates) in reselling and marketing the Company Software.

b. To improve the use of the Company Software in connection with Amdocs Software, Company will assist Amdocs’ technical team to educate itself on the features and uses of the Company Software.

10. Payment Terms

a. All undisputed amounts owed by Amdocs to Company shall be due hereunder within [**] days following the later of receipt of the applicable invoice or actual payment from the End User. All undisputed fees owed by Company to Amdocs shall be payable within [**] days following the later of Company's receipt of an invoice from Amdocs or receipt of payment from the End User. Company will not issue the invoice before the Products sold to the End User have been delivered to the End User and in case of software licenses, not before the Products were made available to the End-User.  Invoicing for applicable services shall be in accordance with the relevant service agreement between the Parties or as otherwise agreed in an applicable service order.

b. Each party will notify the other party in writing within [**] business days following receipt of payment from End-User which trigger the payment obligations under this Agreement and the amount which the other party is entitled to receive.

c. All fees payable by Amdocs to Company or by Company to Amdocs are on an inclusive basis and include all current and future applicable taxes and duties, including, but not limited to, Value Added Tax, sales tax and withholding tax, if applicable to such payments. In the event that any of the amounts payable to a Party (or its Affiliates) are subject to withholding taxes, the other Party (or its Affiliates) shall withhold and pay over the required amounts to the appropriate tax authorities within the time provided by law and shall furnish to the other within [**] days thereof, or as soon as practicable thereafter, the official receipts of the relevant tax authorities for the taxes involved.

11. Term and Termination:

a. This Agreement shall commence on the Effective Date and shall be valid for a period of [**] months (“Original Term”). This Agreement will be automatically renewed for an additional t [**] month period each time (“Additional Period”), unless either party notifies the other of its intent to terminate this Agreement at least [**] days prior to the end of the Original Term or the applicable Additional Period. The Original Term and the Additional Period, if any, shall be collectively referred to herein as the “Term” of this Agreement.

b. Notwithstanding the foregoing, (i) Either party may terminate this Agreement upon [**] days written notice to the other party; (ii) This Agreement may be terminated upon any breach of this Agreement, which remains uncured for [**] days after written notice to the breaching party. In such case, the terminating party may notify the breaching party that this Agreement will terminate following such [**] days cure period.

c. Notwithstanding termination of this Agreement: (i) the terms and conditions of this Agreement will continue to apply to any purchase orders issued by Amdocs and accepted by Company, prior to the termination date  (ii) the terms and conditions of this Agreement will continue to apply to any outstanding quotes issued by Amdocs prior to the termination date for a period of [**] days.

12. General Provisions

a. Amdocs’ Affiliates.  Any Amdocs’ Affiliate has the right to exercise the same rights and obligations granted to (or undertaken by) Amdocs in this Agreement. Amdocs and/or any of its affiliates have the right to be engaged on a transaction basis on Amdocs’ sole discretion.  In such event, the references in this Agreement to Amdocs shall be deemed to be references to the applicable Amdocs Affiliate. Amdocs hereby warrants and declares, that its Affiliates’ exercise of the same rights and obligations granted to (or undertaken by) Amdocs in this Agreement, shall be subject to the terms of this Agreement, to which said Affiliates agree and bound to. Without derogating the above, Amdocs shall be liable at all times, for the applicable Affiliate’s compliance with the terms of this Agreement.

 “Affiliate” means an entity that controls, is controlled by, or is under common control with a party, where “control” means the direct or indirect holding of more than [**] of equity ownership or voting rights.

b. Confidentiality. For purposes of this Agreement, the parties agree that exchange and treatment of confidential information shall be treated in accordance with the Non Disclosure & Confidentiality Agreement between Company and Amdocs which is attached hereto as Schedule C.

c. Independent Contractors. The parties to this Agreement are and shall remain independent contractors, and nothing herein shall be construed to create a partnership, agency or joint venture between Company and Amdocs. No fiduciary relations exist.

d. Responsibility for Expenses. During the term of this Agreement, each party will be responsible for its own expenses associated with its sales activities and the negotiation of any reselling agreement signed by the parties.

e. Warranty. Company represents and warrants that (i) it has the right and authority to enter into this Agreement and to grant Amdocs (and its Affiliates) the rights set out in this Agreement, and the rights and licenses hereunder with respect to the Products; (ii) the media, if any, on which the Products are provided shall be free of material defects in material and workmanship and free of any viruses that can be detected by commercially available anti-virus software (iii) any services provided by Company or its Affiliates under this Agreement shall be provided in a workmanlike manner in accordance with generally accepted standards of professional care and skill applicable to the type of work performed.It is agreed that additional warranty clauses would be agreed directly between the End-User and the Company in the applicable license agreement.

It is agreed that any warranty claims by the End Users will be handled by Company, at its sole expense and responsibility.

Amdocs represents and warrants that (i) it has the right and authority to enter into this Agreement; (ii) the execution delivery and performance by it of the Agreement does not; (a) violate any charter document of it, (b) violate any agreement or order to which it is a party or by which it or its assets are bound, or (c) require any consent from any person or entity (iii) it shall not make any representations, warranties or guaranties to any party, including the End Users, with respect to the specifications, features or capabilities of the Products or services that are materially inconsistent with or broader than those explicitly set in the applicable documentation and/or by Company in writing.

f. Either Party agrees that it is familiar with the provisions of the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and other analogous anti-corruption legislation in other jurisdictions it operates in, (together “Anti-Corruption Laws”), that it shall comply at all times with the FCPA Policy and with the Anti-Corruption Laws, and that it shall not in connection with the transactions contemplated by this Agreement make any payment or transfer anything of value, offer, promise or give a financial or other advantage or request, agree to receive or accept a financial or other advantage, either directly or indirectly: (a) to any government official or employee (including employees of a government corporation or public international organization); (b) or to any political party or candidate for public office; (c) or to any other person or entity. Either Party further agrees that it will not take any action which would cause the other Party to be in violation of the U.S. Foreign Corrupt Practices Act, the FCPA Policy or any other applicable anti-corruption law or regulation. Either Party will promptly notify the other Party if it becomes aware of any such violation and will indemnify the other party for any losses, damages, fines, penalties whatsoever which the other Party may suffer or incur, arising out of or incidental to any such violation. In case of breach of the above, the other Party may suspend or terminate this Agreement at any time without notice or indemnity.

g. Liability. Except for liability relating to (i) the parties’ confidentiality obligations hereunder and (ii) indemnification obligations under section 12 (h) [excluding 12 (h)(2)] hereunder (Non Infringement and indemnity), and (iii) willful misconduct, (1) neither party will be liable to the other party for any incidental, special, indirect or consequential damages of any kind or nature, whether alleged to be attributed to a breach of this Agreement, tort or otherwise, including, without limitation, lost profits resulting from an alleged breach of this Agreement even if, under applicable law, such lost profits would not be considered consequential or special damages; and (2) the total liability of each party to the other under this Agreement shall not exceed the amounts payable under all orders for Products and services.

h. Non-Infringement and Indemnity. Company represents and warrants that it has the right and authority to enter into this Agreement and to grant Amdocs (and its Affiliates) the rights set out in this Agreement, and the rights and licenses hereunder with respect to the Products/services. Company represents and warrants that the Products and services do not violate or infringe any patent, copyright, trade secret or other proprietary right of any third party and that it is not aware of any facts upon which such a claim for infringement could be based. Company shall at its own expense indemnify, defend and hold harmless Amdocs, its affiliates, their respective customers, officers, directors, employees, agents and End Users (“Amdocs’ indemnitee”) from any and all claims (including third party ones), allegations, demands, suit, cause of action, liabilities, losses, damages, awards, judgments or settlements including all reasonable costs and expenses related thereto including reasonable attorneys’ fees (“Claims”) that will be awarded against Amdocs’ indemnitee by a court of competent jurisdiction or arbitration panel directly arising from or in connection with any Claims that (i) the provision of the Products/services or related services by Company infringes any copyright, trademark, patent, trade secret or other intellectual property right or (ii) Amdocs is in breach of a End User Agreement due to failure on the part of Company to provide the Products/services or related services in accordance with the terms of this Agreement or (iii) Company’s violation of confidentiality or (iv) Claim by or on behalf of Company’s employees, alleging that a relationship of employer-employee exists between them and Amdocs;  provided that Amdocs (i) notifies Company promptly in writing of such claim provided that Amdocs’s failure to provide such notice or to provide it promptly will relieve the Company of its indemnification obligations only if and to the extent that such failure prejudices the Company’s ability to defend the Claims; (ii) grants Company sole control over the defense and settlement thereof; and (iii) reasonably cooperates in response to Company’s request for assistance, at the Company’s sole expense.

Amdocs may employ counsel at its own expense to assist it with respect to any such Claim; provided, however, that if such counsel is necessary because of a conflict of interest of either the Company or its counsel or because the Company does not assume control, the Company will bear the expense of such counsel.

Company shall have no liability if the alleged infringement is solely  based on (1) combination with third party products neither provided by Company or authorized by Company to be used with the Products and provided and solely to the extent that the alleged infringement would have been avoided without this combination; (2) use for a purpose or in a manner for which the Product was not designed or licensed provided that the alleged infringement would have been avoided without this use (3) use of any older version of the Product, when use of a newer Product’s version would have avoided the infringement, provided that the newer Product’s version was provided and the Company promptly gives notice on the new version and a reasonable amount of time to install, unless Company agrees for Amdocs to maintain the older version; (4) any modification not made with Company’s written approval, where the alleged infringement relates to such modification and would have been avoided but for such modification;

Amdocs shall defend and indemnify Company against any third party claim (i) that the use or disposition of Amdocs’ products, whether standalone or in combination with the Product or other third party products,  violate or infringe any patent, copyright, trade secret or other proprietary right of any third party, and pay the resulting costs and damages awarded against Company by a court of competent jurisdiction in a final and binding judgment, provided that Company (a) notifies Amdocs promptly in writing of such claim, (b) grants Amdocs sole control over the defense and settlement thereof (with Company’s retaining the right to hire independent counsel at Company’s expense), and (c) reasonably cooperates if  necessary in response to Amdocs’ request for assistance.

THIS SECTION STATES AMDOCS’ SOLE AND EXCLUSIVE REMEDY AND COMPANY’S ENTIRE LIABILITY FOR THIRD PARTY INFRINGEMENT CLAIMS.

i. Independent Evaluation. Amdocs acknowledges that its investment in performing pursuant to this Agreement is the result of its own independent evaluation of the Products and the business opportunities related to the distribution of the Products.

j. Non-Solicitation. In accordance with the applicable law, during the term of this Agreement and for a period of one year after its termination, neither party will solicit, interview, hire, or discuss employment prospects with any officer or employee of the other party; nor will the parties during said restriction period solicit, interview, hire or discuss employment prospects with any former officer or employee of the other party who voluntarily terminated his or her employment for a period of six (6) months after such termination.

k. Assignment. Neither party may assign or transfer any of the rights or responsibilities set forth herein (including by merger or acquisition) without the express written consent of the other. Notwithstanding the above, Amdocs has the right to assign this Agreement to any of its Affiliates.

l. Press Releases. Neither party shall issue a press release regarding this Agreement, nor disclose its existence without the express prior written consent of the other party.

m. Law and Jurisdiction. The validity, performance, construction and effect of this Agreement shall be governed by the laws of the State of New York, U.S.A., excluding its choice of law rules.

n. Escalation Process. The Parties shall promptly attempt to resolve through good faith negotiation any dispute or disagreement between them relating to this Agreement. Each of the Parties may escalate the dispute or disagreement, first to VP Partner Sales (for Amdocs) and VP Products and Marketing (for Company); if VP Partner Sales and VP Products and Marketing fail to reach a consensus within 7 days, the matter shall be escalated to their managers (“Lead Executives”).

If the dispute is not resolved according to the process described above, Company and Amdocs may refer the dispute to arbitration in accordance with this Agreement but will not initiate such proceedings for the resolution of the dispute until the earlier of: (a) the Lead Executives' joint written conclusion that amicable resolution through continued negotiation is unlikely; (b) 30 days after the matter was escalated to the Lead Executives; or (c) 30 days before the statue of limitation period governing any such cause of action relating to such dispute would expire.

o. Dispute Resolution. Subject to the escalation process set forth in section 12(m) above, any dispute under this Agreement shall be referred to and resolved in accordance with following provisions:

i. Notwithstanding sections 12(m) and 12(n)(iii), intellectual property indemnification claims for court proceedings initiated by a third party against Amdocs (or its Affiliate) may be brought in the court in which Amdocs (or its Affiliate) is being sued.

For all other disputes arising under or in connection with this Agreement, these disputes shall be exclusively referred to and finally resolved by binding arbitration conducted by three (3) arbitrators, in accordance with the rules of the the American Arbitration Association (“AAA”) . In the event that the Parties are not able to agree upon the arbitrators’ decision within thirty (30) days of a request by either Party to appoint such arbitrators, the arbitrators will be appointed at the request of either Party by the AAA. The situs of all arbitration proceedings shall be New-York, unless the Parties agree in writing to another situs. All arbitration proceedings and records shall be in English. The arbitration award and/or determination shall be final and binding and judgment may be entered thereon in any court of competent jurisdiction.  The arbitration proceedings contemplated by this section shall be as confidential and private as permitted by law. To that end, the parties shall not disclose the existence, content or results of any proceedings conducted in accordance with this section, and materials submitted in connection with such proceedings shall not be admissible in any other proceeding, provided, however, that this confidentiality provision shall not prevent a petition to vacate or enforce an arbitral award, and shall not bar disclosures required by law.

p. Costs.  Except as otherwise agreed, any and all costs, expenses or liabilities of Amdocs or Company  arising out of this Agreement or its implementation shall be borne by the party incurring the costs, expenses or liabilities.  Each party will be responsible for its own costs, expenses or liabilities incurred in connection with all sales and marketing activities, including expenses associated with the preparation of any proposals.

q. Force Majeure.  Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations under this Agreement (other than the obligation to make payments when due) that is caused by force majeure events, such as fire, war, shortage, embargo, riot, insurrection, sabotage, explosion, earthquake, governmental action (rendering provision of the Services unlawful), and/or any other cause, which is beyond the control of such party PROVIDED that such party (i) gives prompt notice of the event causing the failure or delay and (ii) makes all reasonable efforts to perform its obligations as soon as possible.  In the event that either party is unable to perform its obligations for a period of twenty-one (21) days or more the other party may give notice of termination of this Agreement.

r. Statute of limitation- in no event will any cause of action be brought against either Party (or any of its Affiliates) more than three years from the date when either party knew, or should have known after reasonable investigation, of the facts giving rise to the claim(s). The foregoing does not apply to any claim brought against either partyin relation to infringement  of any copyright, trademark, patent, trade secret or other intellectual property right .

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their authorized representatives as set forth below.

Radcom Limited (“Company”)   By:        /s/ David Ripstein Name:   David Ripstein Title:     President & CEO Date:     December 30, 2015 Amdocs Software Systems Limited (“Amdocs”)   By:          /s/ Philip Butler Name:     Philip Butler Title:      Director and Assistant Secretary Date:       December 30, 2015

SCHEDULE A

COMPANY'S PRODUCTS

All Radcom’s products and related services

SCHEDULE B

OPPORTUNITY REGISTRATION FORM

 Partner Entity (Reseller):     Amdocs  Software Systems Limited SUBMISSION Date:

Partner competence center: Request made by: Request made at:			Prospect name: Prospect country: Business Unit/Division(s):
Exclusive opportunity for Amdocs only: Yes/No			Company’s other partners related to this opportunity: OEM partners: Yes/No
Project Scope: ·  Brief description Project Scope (including Identifying Name): ·  Architecture environment: ·  Functionality required by the Prospect:
Project phases and timing: ·  Implementation timelines: ·  Rollout due date:
Competition (ISV, SI, IT):
Other comments:
Partner lead Partner manager: Sales : Technical :			Company lead Company manager: Sales : Technical :
ÿ   Accepted by With following assumptions:
	Signature	Name		Title	Date
Amdocs
Company

Schedule C- Non Disclosure & Confidentiality Agreement

NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

THIS NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT (“Agreement”) is made as of the _25_ day of _August_ 2008

BY AND BETWEEN:

Radcom _Ltd., a corporation organized and existing under the laws of Israel, having its principal offices at 24 Raoul Wallenberg St. Tel-Aviv, 69719, Israel (hereinafter referred to as “COMPANY”)

AND

Amdocs Software Systems Ltd., a corporation organized and existing under the laws of Ireland, having its principal offices at First Floor, Block S, Eastpoint Business Park, Clontarf, Dublin 3, Ireland (hereinafter referred to as “AMDOCS”).

WHEREAS COMPANY is the owner and/or author of and/or has the rights to license certain valuable proprietary routines, computer programs, documentation, trade-secrets, systems, methodology, know-how, marketing and other commercial knowledge, techniques, specifications, plans and other proprietary information associated with and forming part of its software systems, all of which are referred to in this Agreement as the “COMPANY Proprietary Information”; and

WHEREAS AMDOCS (or any of its affiliated companies) is the owner and/or author of and/or has the rights to license certain valuable proprietary routines, computer programs, documentation, trade-secrets, systems, methodology, know-how, marketing and other commercial knowledge, techniques, specifications, plans and other proprietary information, including but not limited to material associated with and forming part of the proprietary software systems of AMDOCS, all of which are referred to in this Agreement as the “AMDOCS Proprietary Information”; and

WHEREAS COMPANY and AMDOCS wish to evaluate the possibility of cooperating in providing joint solution to telecommunication services providers, and thereafter the parties may, if agreed between them, enter into an agreement relating to such cooperation (the evaluation process and performance of such agreement, if any, are hereinafter referred to as the “Project’’’); and

WHEREAS each party may, in connection with the Project, disclose to the other party information which is part of its Proprietary Information and, therefore, the parties wish to set forth the manner in which the COMPANY Proprietary Information and the AMDOCS Proprietary Information will be treated during the Project;

NOW THEREFORE, in consideration of the mutual agreements contained herein, the parties agree as follows:

1.	The term “Proprietary Information”, whenever relating to COMPANY’S information, shall mean the COMPANY Proprietary Information and whenever relating to AMDOCS’ information, shall mean the AMDOCS Proprietary Information,
2.	The receiving party agrees to hold in confidence the disclosing party’s Proprietary Information, and to refrain from copying, distributing, disseminating or otherwise disclosing such Proprietary Information to anyone, other than to those of its employees who have a need to know such Proprietary Information for purposes of the Project. AMDOCS’ employees are deemed to include employees of its affiliates in the Amdocs group of companies who will be involved in the Project.
3.	The receiving party undertakes not to use the Proprietary Information of the disclosing party for any purposes other than the Project, and not to sell, grant, make available to, or otherwise allow the use of the disclosing party’s Proprietary Information by any third party, directly or indirectly, except as expressly permitted herein.

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4.	In addition, except as otherwise agreed by the parties in writing for purposes of the Project, each party undertakes not to use, directly or indirectly, the Proprietary Information of the other party or any derivatives thereof in any form (e.g., reports and analyses) for purposes of:
	(a)	the sale or licensing of any software systems, or the provision of any services, to any third parties; and
	(b)	the development of any software systems, for itself or any third parties.
5.	Upon the termination and/or expiration of this Agreement for any reason and/or upon the conclusion of the Project and/or at the request of the disclosing party, the receiving party shall:
	(a)	return to the disclosing party any document or other material in tangible form in its possession being part of the Proprietary information of the disclosing party, unless otherwise agreed upon in writing between the parties; and/or
	(b)	destroy any document or other material in tangible form that contains Proprietary Information of the disclosing party and the receiving party; and
	(c)	confirm such return or destruction in writing to the disclosing party.
6.	Disclosure of the disclosing party’s Proprietary Information to the receiving party may only be made in writing or other tangible or electronic form that is marked as proprietary and/or confidential information of the disclosing party, or occur by demonstration of any product within the AMDOCS products.
7.	Disclosure of the disclosing party’s Proprietary Information to the receiving party shall in no way serve to create, on the part of the receiving party, a license to use, or any proprietary right in, the disclosing party’s Proprietary Information or in any other proprietary product, trademark, copyright or other right of the disclosing party.
8.	The confidentiality obligations of the receiving party regarding the disclosing party’s Proprietary Information shall not apply to such Proprietary Information which:
	(a)	becomes public domain without fault on the part of the receiving party;
	(b)	is lawfully obtained from a source other than the disclosing party, free of any obligation to keep it confidential;
	(c)	is previously known to the receiving party without an obligation to keep it confidential, as can be substantiated by written records;
	(d)	is expressly released in writing from such obligations by the party that owns or has the rights to such Proprietary Information; or
	(e)	is required to be disclosed pursuant to law, regulation, judicial or administrative order, or request by a governmental or other entity authorized by law to make such request; provided, however, that the receiving party so required to disclose shall first notify the disclosing party to enable it to seek relief from such requirement, and render reasonable assistance requested by the disclosing party (at the disclosing party’s expense) in connection therewith.

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9.	Any use by the receiving party of the disclosing party’s Proprietary Information permitted under this Agreement is conditioned upon the receiving party first taking the safeguards and measures required to secure the confidentiality of such Proprietary Information. Without limiting the generality of the foregoing, each party shall draw to the attention of its employees, including those employees of the affiliates referred to in Section 2 above, who shall have access to the Proprietary Information of the other party, all the obligations concerning such Proprietary Information contained in this Agreement
10.	This Agreement shall be in full force and effect for a period of seven (7) years commencing on the date first stated above. However, the provisions of Sections 3, 4 and 7 above shall survive the termination and/or expiration of this Agreement for any reason.
11.	Each party acknowledges that its breach of this Agreement may cause the other party extensive and irreparable harm and damage, and agrees that the other party shall be entitled to injunctive relief to prevent use or disclosure of its Proprietary Information not authorized by this Agreement, in addition to any other remedy available to the other party under applicable law.
12.	This Agreement constitutes the entire agreement between the parties and supersedes any prior or contemporaneous oral or written representation with regard to the subject matter hereof. This Agreement may not be modified except by a written instrument signed by both parties.
13.	If, however, any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provision or provisions, and the rights and obligations of the parties shall be construed and enforced accordingly. In addition, the parties agree to cooperate to replace the invalid or unenforceable provision(s) with valid and enforceable provision(s) which will achieve the same result (to the maximum legal extent) as the provision(s) determined to be invalid or unenforceable.
14.	Neither this Agreement, nor the disclosure of Proprietary Information under this Agreement, nor the ongoing discussions and correspondence between the parties, shall constitute or imply a commitment or binding obligation between the parties to enter into any business arrangement. If, in the future, the parties elect to enter into a binding commitment regarding a business arrangement, such commitment will be explicitly stated in a separate written agreement executed by both parties, and the parties hereby affirm that they do not intend their discussions, correspondence, and other activities to be construed as forming a contract relating thereto or any other transaction between them without execution of such separate written agreement.
15.	This Agreement shall be governed by and construed under the laws of England, without giving effect to such laws’ provisions regarding conflicts of law.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first stated above.

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RADCOM		Amdocs Software Systems Ltd.
(“COMPANY”)		(“AMDOCS”)
By:	/s/ Udi Kohav	By:	/s/ Alan Weldsect
Name:	Udi Kohav	Name:	Alan Weldsect
Title:	VP Business Dev.	Title:	Deputy General Manager
Date:	25/8/08	Date:	9th September 08

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EX-4.11

Exhibit 4.11

PORTIONS OF THIS AGREEMENT WERE OMITTED AND HAVE BEEN FILED

 SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN

APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE

 SECURITIES EXCHANGE ACT OF 1934; [**] DENOTES OMISSIONS

Supplemental Agreement

Agreement NET002.B

Between

Amdocs Software Systems Limited

And

Radcom Ltd

SupplementNO. --

1.0 Preamble

1.1 Overview

This Subordinate Agreement No. RADCOM01 (this “Agreement”) is pursuant to and hereby incorporates by reference the terms and conditions of (1) The Master Subcontractor Agreement  between Amdocs, Inc. (“Amdocs”) and Radcom, Inc. dated March 23rd, 2015 as assigned by Radcom, Inc. to Radcom Ltd. by Assignment, Consent and Consumption Agreement dated December 30, 2015 and as amended by Amendment to the Subcontract Agreement dated December 30, 2015 (collectively the “Subcontractor Agreement”) as if Amdocs Software Systems, Ltd., were Amdocs, Inc. for purposes of the Subcontractor Agreement; and (2) The Value Added Reseller Agreement between Amdocs Software Systems Limited and RADCOM Ltd dated December 30, 2015 and as amended by the Addendum to the Value Added Reseller Agreement dated December 30, 2015 (collectively the “VAR”). Both the Subcontract Agreement and the VAR may be collectively referred to herein as the “General Agreements.” Terms capitalized herein but not otherwise defined shall have the meaning given to them in the General Agreements.

1.2 Preamble and Effective Date

This Agreement, effective on the date when signed by the last Party (“Effective Date”), is by and between Amdocs Software Systems Limited, an Irish corporation (“Amdocs”), and Radcom, Ltd., an Israeli Corporation (“Radcom”), each of which may be referred to in the singular as “Party” or in the plural as “Parties”

1.3 Scope of Agreement

a. This Agreement shall only apply to Amdocs’ resale to [**] of the Software and provision of Services described herein and in Appendix A for the Virtual Probe Solution (vprobe), subject to the terms and conditions of this Agreement and the EULA and pursuant to and in conformance with Statements Of Work (each an “Order”) submitted by Amdocs or its Affiliates.  The applicable fee for the Material and Services is specified in Appendix B.  Amdocs Affiliates may issue Orders under this Agreement.  Radcom shall not reject any Order for Material or Services described in Appendix A unless the Order includes:

1. Delivery Dates to which Radcom has not agreed, prior to the placement of the Order, and which Radcom is unable to meet; or

2. Terms and conditions to which Radcom has not agreed, prior to placement of the Order, and which are objectionable to Radcom; or

3. Prices contrary to those established under this Agreement.

b. If Radcom rejects an Order, Radcom, shall give Amdocs written notice stating Radcom’s reasons for rejecting the Order and the modifications, if any, that would make the Order acceptable to Radcom. Radcom shall furnish Materials that materially conform to the Specifications established under this Agreement or as otherwise set forth in an Order.  If Radcom is unable to tender conforming Material, Radcom shall not tender non-conforming Material; the Parties agree non-conforming tenders are not an accommodation to Amdocs.  All Delivery Dates are firm, and time is of the essence.

2.0 Definitions

2.1 Capitalized Terms Not Defined

Capitalized terms used but not defined in this Agreement shall take the meanings assigned to such terms by the General Agreements.  For the sake of clarification, capitalized terms used and defined herein, which have also been defined in the General Agreements, shall have for the scope of this Agreement the meaning set in this Agreement.

2.2 Additional Definitions

“Software” means RADCOM Software as described in Appendix A.

“CP” or “Control Plane” means transmitted data that is used to control (e.g., establish, clear, etc.) sessions and/or calls.

“CPU” or “Central Processing Unit” means the hardware within a system that carries out the instructions of a program or application software.

“CSO” means [**] Chief Security Office.

“End User License Agreement” or “EULA” shall mean that Agreement No. 20151218.060.Cbetween [**] and Radcom Ltd. with respect to the Software.

“Enterprise Wide License” means a license granted to [**] and all [**] Affiliates.

“Error” shall mean defects found in Software which cause the Software to function in non-compliance with the Specifications.

“Evaluation Period” means the period after First Field Application but before General Acceptance. Evaluation Period shall last [**] days.

“First Field Application” or “FFA” means the Services that are provided in connection with the Software being passed from the Labs to the Network (as Network is defined [**]’s or any of its Affiliates’ 4G mobile networks deployed in the Territory, and used by [**] or any of such Affiliates to provide mobile services to subscribers of said network) and deployed in a limited capacity as detailed in Appendix A in order to ascertain whether the Software meets contractually established criteria.

“General Acceptance” means Amdocs and [**]’s acceptance of the Software or Services Ordered by Amdocs for [**] and provided by Radcom to Amdocs that have successfully passed the Lab Acceptance and First Field Application, and successfully completed the Evaluation Period.  General Acceptance of the Software will be based on the features and functionality delivered in the March 2016 release, as detailed in Appendix A.

“Gbps” means Gigabits per second.

“GGSN” or “Gateway GPRS Support Node” means a network node that acts as a gateway between a GPRS wireless data network and other networks such as the Internet or private networks. When a GPRS device establishes a Packet Data Protocol (PDP) Context to a specific Access Point Name (APN), the APN selected determines the GGSN to be used.

“Gi” or “SGi” means the reference point between a GGSN/PGW and the Internet.

“GTP-C” means the GTP-C protocol is the control section of the GPRS Tunneling Protocol (GTP) standard.

“GTP-U” means a relatively simple IP based tunneling protocol which permits many tunnels between each set of end points.

“GTPV1” means the GPRS Tunneling Protocol version 1 group of IP-based communications protocols used to carry General Packet Radio Service within GSM and UMTS networks.

“Hyper Text Transfer Protocol” or “HTTP” means the request/response communications protocol between clients and servers used to transfer or convey information on the World Wide Web.

“Intellectual Property Rights” means all patents (including all reissues, divisions, continuations, and extensions thereof) and patent applications, trade names, trademarks, service marks, logos, trade dress, copyrights, trade secrets, mask works, rights in technology, know-how, rights in content (including performance and synchronization rights), or other intellectual property rights that are in each case protected under the Laws of any governmental authority having jurisdiction.

“IP” means Internet Protocol.

“IPV6” means Internet Protocol Version 6.

“ITO” means [**] Information Technology Operations.

“KPI” or “Key Performance Indicator” means a type of performance measurement.  [**] uses KPIs to evaluate its success for particular activities, e.g., Call Drop Rate, Call Setup Delay.

“KCI” or “Key Capacity Indicator” means a type of capacity measurement.  [**] uses KCIs to evaluate the load on a system and/or element.  CPU and memory utilization are common KCIs.

“LT” or “Long Term Storage” means the disk volumes that are used to store the control plane call trace (ISA) records on the probe.

“Material” means (a) Software licensed or otherwise provided hereunder, including without limitation and for the avoidance of doubt, where applicable, Paid for Development, and (b) any unit of equipment, apparatus, components, tools, supplies, material, product, or firmware thereto, and third party tangible and intangible materials provided or furnished by Supplier.

“Mbps” means Megabits per second.

“MCD” or “Master Configuration Document” means a document that identifies the configurable parameters and their current values for a system.  [**] uses the MCD to document the [**]-recommended parameter values and to determine whether a new software release impacts the recommended values.

“Minor Release” means an Update.

“MME” or “Mobility Management Entity” means the key control-node for the LTE access-network.

“MOP” means “Method Of Procedure”.

 “NDC” or “National Data Center” means the location where the Serving/Packet (S/P)-Gateways (GWs) and GGSNs are housed.

“NEO Zone” means a high capacity service zone architecture defined by [**].  It includes recommended configurations for the Serving Gateways (SGW), Packet Gateways (PGW), GGSNs, and policy enforcement functions.

“NTC” or “National Technology Center” means the location where the S/P-GWs and GGSNs are housed.  The terms NTC and NDC are used interchangeably.

“OA&M” or “Operations, Administration and Management” means the processes, activities, tools, standards, etc., involved with operating, administering, managing and maintaining systems.

“PCEF” or “Policy Charging and Enforcing Function” means the protocol that provides Quality of Service control for user plane traffic in accordance with [**]’s policy and charging rules.

“PGW” or “PDN Gateway” means the Packet Data Network Gateway, which is an LTE element that routes user data packets between [**]’s LTE network and external packet data networks.

“PO” means Purchase Order.

“PPS” or “Packets Per Second” means the calculation for the router throughput metric.

“Protocol Data Unit” or “PDU” means the protocol data traffic from a combination of interfaces or monitored Nodes in the network. Control plane packets (such as GTP-C, Radius, RTSP, and DNS).

“S11 Interface” means the reference point between the MME and serving gateway.

“S4 Interface” means the user plane with related control and mobility support between SGSN and the SGW and is based on Gn reference point as defined between SGSN and GGSN.

“SGn Interface” means the LTE version of 2G/3G Gn interface.

“SGI Interface” means the reference point between the PDN GW and the packet data network.

“SGW” or “Serving Gateway” is an LTE element that routes and forwards user packets within [**]’s network.

“ST” or “Short Term Storage” means the disk volumes that are used to store the user plane call trace (ISA) records on the probe.

“SP” or “Service Patch” means a minor Amdocs software release.  SPs are used to provide fixes to known problems and/or new features without requiring a major software release.

“Store-to-Disk” or “S2D” means the storage of only packet data to short-term or long-term volumes on a storage array.

“SW” means Software.

“TB” or “Terabyte” means a standard unit measure for 1 trillion bytes.

“TCP” or “Transmission Control Protocol” means a transport layer protocol which is used by applications that required guaranteed delivery of data.

“UDP” or “User Datagram Protocol” means a transport layer protocol which is used by applications that do not require guaranteed delivery of data.

“UP” or “User Plane” means the transmitted data representing the user content portion of a call or data session.  Voice conversations, web surfing, and email are examples of user plane data.

“Software Updates” means new versions of the Software made available, which are limited to  error corrections, bug fixes and/or patches;

“Software Upgrades” means new features or functions of the Software, whether contained in or designated as new versions.

“Supplier” means Radcom Ltd.

“Support and Maintenance” means the maintenance and support Services provided by Supplier after the Warranty Period with respect to Material that are provided under a separate Subordinate Support and Maintenance Agreement.

“Viral Open Source Software” means software (including source code) used or distributed under license terms that:

a. requires as a condition of use, that such Viral Open Source Software or other software combined with such Viral Open Source Software be:

i.           disclosed or distributed in source code form;

ii.           licensed for the purpose of making derivative works; or

iii.           redistributable at no charge;

b. as a condition of use by [**], affect or purport to affect any [**] intellectual property right not originating exclusively in such Viral Open Source Software; or

c. impede or restrict [**]’s ability to use the corresponding Materials as contemplated in the Specifications and Documentation.

“VoLTE” means voice over LTE and refers to packetized voice sent over an LTE network.

“Warranty Period” or “warranty period” will expire [**] months after General Acceptance or [**] whichever occurs first, during which Amdocs is entitled, for the benefit of [**], to the warranty coverage with respect to that Software. The Parties acknowledge that the warranty term described in the General Agreement does not apply, and only the warranty set forth in Section 4.9 shall apply with respect to the Software provided pursuant to this Agreement.  Should Amdocs purchase for resale to [**] a product that uses an older version of Software, Amdocs shall be entitled for the benefit of [**] during the Warranty Period to any and all newer versions of that Software up to and including the current release (but excluding any Upgrades).

3.0 General Terms

3.1 Order of Precedence

The terms contained in this Agreement, and any Orders placed pursuant hereto, including all exhibits, appendices and subordinate documents attached to or referenced in this Agreement or any Orders placed pursuant hereto, together with the General Agreements, will constitute the entire integrated agreement between Amdocs  and Radcom with regard to the subject matter.  This Agreement supersedes all prior oral and written communications, agreements and understandings of the Parties, if any, with respect hereto. In the event of any conflict in terms between this Agreement, an Order, and the General Agreements, the Parties agree to follow the following order of precedence:

With respect to the Software, the terms of this Agreement will govern, then the terms set forth in an Order, and then the terms of the VAR. With respect to all Services (including but not limited to Paid For Development, other development, Maintenance and Support or other services and any unlicensed Materials, materials or Deliverables provided in connection therewith),  the terms of this Agreement will govern, then the terms set forth in an Order, and then the terms of the Subcontract Agreement.

Acceptance of Material or Services, payment or any inaction by Amdocs or where applicable [**], shall not constitute Amdocs or [**]’s consent to or acceptance of any additional or different terms from those stated in this Agreement, except for terms in an Order placed by Amdocs and signed by both Parties.  Estimates furnished by Amdocs and Radcom are for planning purposes only and shall not constitute commitments. Amdocs and Radcom covenant never to contend otherwise.

3.2 Notices

a. Each Party giving or making any notice, consent, request, demand, or other communication (each, a “Notice”) pursuant to this Agreement must give the Notice in writing and use one of the following methods, each of which for purposes of this Agreement is a writing: in person; first class mail with postage prepaid; Express Mail, Registered Mail, or Certified Mail (in each case, return receipt requested and postage prepaid); internationally recognized overnight courier (with all fees prepaid); facsimile transmission; or email.  If Notice is given by facsimile transmission or e-mail, it must be confirmed by a copy sent by any one of the other methods.  Each Party giving Notice shall address the Notice to the appropriate person (the “Addressee”) at the receiving Party at the address listed below:

Supplier:

Amdocs Software Systems Limited:

AMDOCS SOFTWARE SYSTEMS LIMITED

East Point Business Park

1st Floor, Block S

Dublin 3

Attn.: Manager of Contracts                                     

Radcom Ltd.:

24 Raoul Wallenberg Street,

Tel Aviv, Israel

Attn: Eyal Harari, VP Products and Marketing

Email Address:  EyalH@radcom.com

b. A Notice is effective only if the Party giving notice has complied with the foregoing requirements of this Section and the Addressee has received the Notice.  A Notice is deemed to have been received as follows:

1. If a Notice is delivered by first class mail, five (5) days after deposit in the mail;

2. If a Notice is furnished in person, or sent by Express Mail, Registered Mail, or Certified Mail, or internationally recognized overnight courier, upon receipt as indicated by the date on the signed receipt;

3. If a Notice is sent by e-mail or facsimile transmission, upon successful transmission to the receiving machine, if such Notice is sent in time to allow it to be accessible by the Addressee before the time allowed for giving such notice expires, and a confirmation copy is sent by one of the other methods.

c. The addresses and telephone numbers to which notices or communications may be given to the Addressees of either Party may be changed by written notice given by such Party to the other pursuant to this Section.

3.3 Term of Agreement

a. This Agreement is effective on upon final signature (the “Effective Date”) and, unless terminated as provided in this Agreement, shall remain in effect for a term ending [**] years from the Effective Date  (the “Initial Term”).

b. After the Initial Term, Amdocs shall have the option to extend the term for an additional period of [**] months by giving Radcom written notice at least [**] days prior to the expiration of the Initial Term.  The termination or expiration of this Agreement shall not affect the obligations of either Party to the other Party pursuant to any Order previously executed hereunder, and the terms and conditions of this Agreement shall continue to apply to such Order as if this Agreement were still in effect.  Likewise, termination, or expiration of the General Agreements shall not affect the obligations of either Party to the other Party pursuant to this Agreement, and the terms and conditions of the General Agreements shall continue to apply to this Agreement as if the General Agreements were still in effect.

4.0 Additional Terms and Conditions:

4.1 Lab Equipment and Software

Radcom shall provide the Software for use in [**]’s labs for testing and evaluation purposes and [**] shall provide all other material (including software or hardware) for the lab activities.

Lab testing for the purpose of moving forward to the FFA will be in accordance with the Project Plan.

The quantity and configuration of the Software to support [**]’s requirements will be mutually agreed upon between Amdocs and Radcom with input from [**].  Radcom shall provide a basic one time installation service free of charge if needed. Other Services will be provided at a mutually agreed upon discount.

4.2 General Availability

Initial or first official release of the Software resold by Radcom to the [**] Lab shall meet the requirements set forth below for General Availability.

“General Availability” or “GA” means that the condition of the official Software release version (including major releases and emergency patches) is such as to render it ready for deployment. These are the minimum GA requirements:

a. Radcom has tested and certified to Amdocs that Radcom has identified no Critical faults.

b. [**] has received from Amdocs of all software, complete media, and documentation from Radcom.

c. All emergency patches must be officially released by Radcom. 

d. The content of delivered software must be compatible with previous releases and remain consistent through the life of the core software.

e. Radcom shall comply with the following policy regarding OS patch testing related to ongoing releases: Radcom will notify Amdocs of the patch releases Radcom plans to test prior to test execution. Amdocs will confirm within [**] working days whether releases have been accepted by [**] (ITO/CSO). If [**] have rejected a patch release, Amdocs will advise and Radcom will verify against the previous accepted version. Radcom will test one OS and one database patch version for each release.

f. Included in the GA release is the associated final Documentation associated with each of the applicable target released components planned for deployment, provided that further updates to the Documentation may be made and provided to [**] later on.

g. Release notes have been provided by Radcom to Amdocs identifying major features expected in the release and any known issues (minor faults) that may be encountered during testing.

h. Associated training materials compiled by Radcom technical subject matter experts are complete and available for use by [**].  [**] pre-requisites are identified, documented, and met. This includes any additional software that must be obtained to satisfy requirements for the target release by Radcom.

i. Any GA requirement may be waived (in writing in [**] sole discretion) if there is a specific documented requirement for a non-GA release by [**].

4.3    Delivery, Performance, and Acceptance

For the purpose of the Software, the Subcontractor Agreement shall have no application.  In its place, the following shall apply between the Parties for such purposes:

a. If installation services are provided for the Software for or during the FFA, it shall be considered complete and ready for [**]’s consideration only after testing by Radcom in material compliance with both [**] and Radcom installation Specifications and procedures.  Upon completion of the initial Installation, Radcom will submit to Amdocs (who shall then submit promptly to [**]) a “Notice of Completion”. If found by [**] to be materially in compliance with such installation Specifications and procedures, upon notice by [**], Amdocs will advise Radcom and the Software will be granted General Acceptance by Amdocs and, if not in compliance, then additional rounds of tests will be conducted until compliance is achieved. The Software shall be deemed Accepted upon the earliest occurrence of the following events: (i) a “Notice of Completion” was issued by Radcom, and Amdocs did not raise any material deviations from the installation Specifications and procedures, by the lapse of the period set for said tests as agreed by the Parties as part of the Project Plan; and/or (ii) if completion of Installation is delayed for an extended period of time due to an act and/or omission of [**], Amdocs and Radcom agree to achieve a mutually agreed resolution; and/or (iii) the Radcom Software is no longer deployed in a limited capacity; and/or (iv) there are no Critical and no more than [**] Major Errors. There will be an Evaluation Period after First Field Application to evaluate performance of the Software.

b. If the Software meets the requirements as set forth in Appendix A for General Acceptance, Amdocs shall be deemed as Accepting the relevant Software component.

c. Radcom, at its expense, shall correct defects or other issues impeding such General Acceptance within [**] working days, or as may be otherwise agreed to by the Parties, from receipt of Amdocs’ receipt of [**]’s notification and shall notify Amdocs that such corrections have been made. Amdocs shall require that [**] repeat the appropriate acceptance tests, and the above procedure shall continue until General Acceptance is achieved. General Acceptance shall be deemed to occur upon the earlier occurrence of the following events: (i) there are no Critical Errors and no more than [**] Major Errors; and/or (ii) Amdocs was notified on the remedy of the corrections, and failed to raise any feedback within [**] working days of said notification.

Amdocs shall not reject the Software which is subject to Acceptance by [**], unless to the extent rejected by [**] and in the event [**] accepted the Software as described above, Amdocs will accept accordingly and promptly.

4.3.1 Lab and FFA Process

The objective of the [**] Product Acceptance Process is to validate the Radcom’s fulfillment of their solutions in [**]’s Lab and in production with a FFA.

Radcom will work with Amdocs to prepare the following for [**]:

(a) FFA Project Plan with relevant milestones and resource allocation.

(b) An Acceptance Test Plan (ATP), which highlights the relevant Test Objects to be validated. These Test Objects will cover the various functionalities of the Supplier solutions.

(c) The lab test environment to be set up for the validation.

(d) Establish a regular lab meeting schedule and method of documenting validation status and progress.

(e) The scope of testing may include but is not limited to feature/functionality verification, negative tests, monitoring of other network elements, load/capacity tests, interoperability/interworking tests for D1 and other platforms, end-to-end performance evaluation, application tests, and user interface testing.

(f) If so requested by [**] from Amdocs, Amdocs may mandate that a release be tested on an entire market/region before GA can be granted, and the Parties will agree as part of the FFA project plan on a per release basis.

4.3.2 [**] Product Acceptance Milestones

The [**] Product Acceptance Procedure consists of two steps: Lab testing and FFA.  The goal of the Lab phase is to demonstrate and test the Supplier’s software in [**]’s lab as defined by a mutually agreed Acceptance Test Plan (ATP). The goal of the FFA phase is to introduce and test the Radcom’s software in an [**] First Field Application area.  An FFA precedes full network introduction of a product in [**]’s network, and in which the Radcom’s software will be introduced into a live, commercial [**] market for the first time.

For each of the phases, there are entry and exit criteria that have to be met in order to proceed towards the final goal, which is to reach the acceptance of the Radcom product.  Ready for Acceptance (RFA) entry criteria to the [**] lab are used to determine that the solution is ready for testing in the [**] lab environment. Ready For Service (RFS) criteria shall be used as entry criteria prior to start of FFA. RFA exit criteria (and hence RFS entry criteria) are used to determine that the solution is ready for service in the commercial network.

During the entire FFA process, the Radcom shall use commercially available tools and scripts available to Amdocs which shall be made available to [**]. No proprietary development tools or software shall be used unless with prior agreement with Amdocs. In such cases, Radcom shall commit to provide [**] with the software or tools required to continue the rollout and operation of the network.

4.3.3 Ready for Acceptance (RFA) Milestone

The RFA entry criteria are achieved when the following milestones are met:

· Amdocs and Radcom have agreed to jointly-developed Acceptance Test Plans (ATPs) with [**] input accepted.

· All known “Critical” issues (found during Radcom testing period) have been resolved or have an agreed upon resolution plan.

· Amdocs and Radcom have had an Entry RFA meeting and, upon [**]’s agreement, agree to proceed to RFA.

· Radcom has provided all required product documentation, including but not limited to

o System load and product verification test plans and results, as needed to determine that RFA entry criteria are met.

o Release notes and system impact document where all impacts and changes to Software, backend, and interfaces are identified.

o Key documents where changes with impacts to [**] 3rd party applications (ex. IT systems) and D1 Interworking (other suppliers’ nodes and systems) are identified.

o Response to Amdocs, with respect to [**] security checklist and [**] approval/acceptance

· Radcom will hold a knowledge transfer workshop that will provide [**] lab personnel with sufficient details regarding product architecture, operation, and implementation. Where possible, the information should include simulation results or knowledge gained from testing in Radcom’s lab. Knowledge transfers sessions’ topics shall include, but are not limited to, feature implementation, feature testing/simulation, delta training, etc. This may be in a customized format specifically addressing the current project, or Radcom may make use of existing training courses, so long as project timeline constraints are met, at no cost and with no minimum attendance requirements. Workshops will be scheduled for a mutually agreed timeframe to the [**] lab and Radcom as lab entry criteria, and to provide knowledge transfer to meet project requirements.  Every effort will be made to schedule workshops on-site while appropriate Radcom personnel are present.

The RFA exit criteria is achieved with the following:

· All tests specified in the ATPs have been completed, with any exceptions noted.

· All known priority “Critical” issues remaining after the RFA phase have been resolved and all priority “Major” issues have an agreed upon resolution plan. Priority “Critical” issues have an acceptable and approved work around.

· Amdocs, [**] and Radcom have had an Exit RFA meeting and agreed to proceed on to the RFS stage.

4.3.4  Ready for Service (RFS) Milestone

The entry criteria to be met for RFS are:

· All tests specified in the ATPs have been completed, with any exceptions noted.

· All known “Critical” issues remaining after the RFA phase have been resolved and all “Major” priority issues have an agreed upon resolution plan.

· [**], Amdocs and Radcom have had an Entry RFS meeting and agree to proceed.

· Engineering support from [**], Amdocs or Radcom are available to monitor performance and issues related to the overall solution to be tested.

· [**], Amdocs and Radcom have had a kick off meeting with [**] Operations, ATS and other relevant teams.

· Required Operational Training for the FFA has been held prior to proceeding to the field. Content of the training shall be agreed between Amdocs and Radcom.

· The exit criteria to be met for RFS are:

o All tests specified in the ATPs have been completed, with any exceptions noted.

o All new “Critical” priority issues found during the RFS phase have been resolved. All “Major” issues have a resolution plan acceptable to Amdocs.

o All major feature functionality has been proven to work satisfactorily

o Software is benchmarked and the result is compared to performance with the prior software version and there is no degradation in features, functionality or capacity, unless any such degradation is agreed with Amdocs prior to FFA and is noted in Radcom’s documentation.

o System is declared stable for a mutually agreed soak period and with normal usage.  The soak period starts after the last changes are implemented and lasts for a minimum of [**]weeks. All FFA documentation is completed and released, including FFA result document.

o Updated MOP, Test Plans, and other FFA related documents that have been updated during the FFA should be provided to Amdocs.

o A complete list of all cases failed during the FFA periods has been provided to Amdocs. This should be a detailed list which explains the nature of the problem for which the case was failed, and the nature of the fix.

o A complete list of all patches applied during the FFA, and which cases those fixed, if applicable. 

4.3.5 FFA Support

As part of the FFA process, Radcom shall initially support lab testing. Radcom will provide on-site and/or remote, as necessary, technical support to the lab during this initial test period.  This support is to include installation support, as well as design level technical and test support.  Once the FFA software is installed in the field, Supplier will provide sufficient support to the lab so long as support to the field installations is not affected.

4.3.6 Software Efficiency and Capacity Requirements

Radcom’s software shall be efficient to ensure minimal usage of [**] hardware resources, as commercially possible. In case of inefficient use Radcom commits to make all reasonable efforts to improve the Software’s utilization of [**] hardware resources at no additional cost.

4.4Severity Levels impacting Acceptance

The defects/problems identified through testing will be assigned one of the following severity levels:

It is clarified that, in the event the below are caused by a component and/or service not provided by Radcom and/or its sub-contractors, or in the event the below are caused due to an act and/or omission of Amdocs, [**] and/or any party acting on their behalf, then the below shall not be deemed as defects/problems caused by the Software.

1. Critical:  Critical system functionality is not operational or not capable of producing critical deliverables (which have been pre-defined in Appendix A as critical) and there are no workarounds available.  The problem/defect has one or more of the following characteristics:

a. Data corruption such that physical or logical data is unavailable or incorrect.

b. System hangs.  The system becomes non responsive indefinitely or there is severe performance degradation, causing unreasonable wait time for resources or response, as if the system is hanging.

c. System crashes repeatedly. Database process or background processes fail and continue to fail after restart attempts.

d. Critical functionality (which has been pre-defined in Appendix A or otherwise by the Parties in writing as critical) is not available.  The application cannot continue because a vital feature is inoperable.

e. Resource limitation (e.g., disk space) prevents a user from doing work without an agreed-upon workaround.

f. Security vulnerability beyond [**] control that results in unauthorized access to systems, crashing of systems or data corruption, and which cannot be avoided by [**].

2. Major:  Major system functions are unavailable or unusable.  An agreed-upon workaround is available, and operations can continue in a restricted fashion.  The problem/defect has one or more of the following characteristics:

a. Reoccurring Errors causing the system to fail, but restart or recovery is possible.

b. Severely degraded performance.

c. Limited access to data to perform the job.

d. Missing a message capture per requirements (no error message at all) when a major error occurs.

e. Incorrect response to a command for a major system function.

f. Security vulnerability with a workaround that mitigates such vulnerability.

g. Some important functionality is unavailable, yet the system can continue to operate in a restricted fashion.

3. Minor:  A defect/problem that does not rise to the level of either Critical or Major.

4.5 Documentation

a. Radcom shall furnish, [**], Documentation for the Software and other Material delivered hereunder, including any and all succeeding changes, updates and upgrades.

b. Documentation shall include user instructions, engineering guidelines, installation information, system manuals and training material in electronic form, Radcom’s customer facing written specifications, all written material defined in the table below associated with Software and other information that is normally delivered by Radcom regarding the Software and/or Material.  Engineering/capacity management guidelines shall include sufficient information and insight from Radcom to enable Amdocs to assist [**] in capacity management of the Software under this Agreement.  Capacity management guidelines shall enable [**] to determine the engineered capacity for the system and identify the key capacity indicators that should be monitored and trended to recognize when the system resources are nearing exhaust. Radcom will provide the following to Amdocs, in order to enable [**] to capacity manage the monitoring system:

· Capacity limits of the v-probe solution

· Call model factors that were used to produce the stated capacity

· A list of KCIs that should be used to monitor the stated capacity triggers

· A mechanism to obtain the KCI data

· MOP for installation and any making any changes to the Software. This MOP shall provide guidelines to install Software, Upgrades and Updates.

4.6                  Ownership of Paid-For Development, Use and Reservation of Rights

a. Ownership and Use of Rights and Items.

[**] shall be the exclusive owner of all right, title, and interest in and to all Paid-For Development (defined below), including, without limitation, all Intellectual Property Rights therein and thereto.  Radcom shall assign or have assigned to [**] and hereby assigns directly and solely to [**] all Intellectual Property Rights in and to the Paid-For Development.  “Paid-For Development” shall mean any and all Items to the extent produced or developed by or on behalf of Radcom or its employees, agents, or direct or indirect contractors or suppliers (and whether completed or in-progress), or forming part of any deliverable, pursuant to this Agreement (including, without limitation, under any statement of work, exhibit, order or other document under, subordinate to, or referencing this Agreement) (collectively “Agreements”) for the development of which [**] has been charged monies by Amdocs (and Amdocs in return has been charged monies by Radcom) in one or more of the Agreements (“Development Fees”).  Payment of standard license fees, configuration, integration, and implementation fees or standard maintenance fees, and standard support fees shall not be deemed payment of Development Fees under this subsection.  Paid-For Development shall always exclude all Excluded Materials, and shall further exclude any third-party software as to which Radcom lacks the right to transfer or assign the Intellectual Property Rights therein and thereto to [**]. For the avoidance of doubt, Radcom’s development of Paid-For Development shall not, in and of itself, limit Radcom’s right to develop and provide similar products or technologies for Radcom’s other customers besides [**] (“Outside Similar Development”), it being understood that where Radcom engages in Outside Similar Development, Radcom must not violate the terms and conditions of this Agreement and, in particular, must not infringe or misappropriate any of [**]’s Intellectual Property Rights, including without limitation any of [**]’s Intellectual Property Rights in and to any Paid-For Development.

“Items” shall mean any or all inventions, discoveries, ideas (whether patentable or not), and all works and materials, including but not limited to products, devices, computer programs, source codes, interfaces, designs, files, specifications, texts, drawings, processes, data or other information or documentation in preliminary or final form, and all Intellectual Property Rights in or to any of the foregoing.

“Excluded Materials” shall mean: i) Radcom’s Pre-Existing Materials; ii) Radcom’s Independently Developed Materials; and iii) Radcom’s Mere Reconfigurations

“Radcom’s Pre-Existing Materials” shall mean those Items (including derivatives thereof)  owned by Radcom or by Radcom’s suppliers to the extent and in the form that such Items (including derivatives thereof) (i) existed prior to the date Radcom began any work under this Agreement and (ii) were created without any use of any [**] Items.

“Radcom’s Independently Developed Materials” shall mean those Items (including, without limitation, derivatives thereof, e.g., Updates and Upgrades, fixes and patches) that have been developed by Radcomor its employees, agents, or direct or indirect contractors or suppliers, or on the aforementioned parties’ behalf i) without use of any [**] Items and ii) independently of any work performed under any Agreements.

“Radcom’s Mere Reconfigurations” means those specific integrations, implementations and/or reconfigurations of Radcom’s pre-existing software performed by Radcom, or on Radcom’s behalf, but only to the extent that such integrations, implementations and reconfigurations are alterations to such software that are strictly required to permit Radcom’s software to function on [**]’s network or service platform. In no event shall Radcom’s Mere Reconfigurations include enhancements, modifications, or updates that are not contained in Radcom’s Pre-Existing Materials and that add any features, functionality, or capabilities.

For the sake of removing any doubt, it is clarified that Amdocs and/or its Affiliates shall have no title, license or right of any sort, in the Paid-For Development and/or the Excluded Materials except as may be otherwise provided under the escrow of the source code section in the General Agreements,.

b. License Grant to Excluded Materials.

If and to the extent that Radcom embeds any Excluded Materials in the Paid-For Development, Radcom hereby grants and promises to grant and have granted to [**] and its Affiliates a royalty-free, nonexclusive, sublicensable, assignable, transferable, irrevocable, perpetual, world-wide license in and to the Excluded Materials (but, insofar as the Excluded Materials consists of software in object code form, not to the underlying  source code or detailed specification) and under (but not to) any applicable Intellectual Property Rights of Radcom to use (provided that this right to  use shall not include the right to develop, modify, enhance, customize, create derivative works, or improve, all of which are not granted except for the limited “modify” right below), copy, modify (except that software in object code form may not be modified),  distribute, display, perform, import, make, sell, offer to sell, and exploit (and have others  do any of the foregoing on or for [**]’s or any of its customers’ behalf or benefit) the Excluded Materials, but only insofar as such Excluded Materials are embedded in the Paid-For Development by Radcom.

c. Further Acts and Obligations.

Radcom will take or secure such action (including, but not limited to, the execution, acknowledgment, delivery and assistance in preparation of documents or the giving of testimony) as may be reasonably requested by [**] to evidence, transfer, perfect, vest or confirm [**]’s right, title and interest in any Paid-For Development.  Radcom shall, in all events and without the need of [**]’s request, secure all Intellectual Property Rights in any Paid-For Development (and any licenses specified above in any Excluded Materials) from each employee, agent, subcontractor or sub-supplier of Radcom who has or will have any rights in the Paid-For Development or Excluded Materials.

d. Reservation of Rights and Limited License.

Notwithstanding any other provision in this Agreement, [**] is not transferring or granting to Radcom any right, title, or interest in or to (or granting to Radcom any license or other permissions in or to) any or all:  a) Items created by or on behalf of [**] or directly or indirectly provided to Radcom (in any form, including, without limitation, verbally) by or on behalf of [**] or its third party providers (“[**] Provided Items”); b) Paid-For Development or c) Intellectual Property Rights, including, without limitation, any Intellectual Property Rights in or to any [**] Provided Items or Paid-For Development.  The sole exception to the foregoing reservation of rights is that [**] hereby grants Radcom a limited, nonexclusive, non-transferable license (that shall automatically terminate upon the termination or expiration of this Agreement), under any rights owned by [**], to use the [**] Provided Items and Paid-For Development solely as instructed by [**] and to the extent necessary for Radcom to perform its obligations under this Agreement, subject further to the terms and conditions of this Agreement.  In no way expanding the foregoing license, said license in no manner permits Radcom to (and Radcom hereby promises not to without the explicit prior written and signed consent of [**] Intellectual Property, Inc. (“[**]IPI Consent”) make use of any [**] Provided Items, Paid-For Development or [**] Intellectual Property Rights either for the benefit of any third party or other than as instructed in writing by [**]. ([**] may be willing, in its sole discretion, to grant [**]IPI Consent in exchange for appropriate additional compensation).  Paid-For Development and [**] Provided Items shall constitute [**] Information under this Agreement.

e. Notwithstanding anything in the General Agreement to the contrary, the Section of the General Agreement entitled “Title to Work” shall not apply to this Agreement.

4.7 Training

a. Radcom and Amdocs shall make available a minimum [**] user training sessions, and [**] admin training sessions, in multi-person classes, up to [**] each, at an [**]-designated site, at a date, time and location to be proposed by Amdocs and [**] and reasonably agreed to by Radcom and Amdocs.  This will be provided at no cost.

b. User training materials and admin training materials will be reasonably agreed upon by the Parties and be provided to the identified participants at least [**] week prior to the scheduled training, at no additional cost.

c. Radcom will make available to [**], at the detailed below published Radcom rates (less any applicable discount to which [**] is entitled), additional training material and courses to include instruction on functions, features and usability tailored to the specific group receiving the training. Radcom has a professionally-developed in house training curriculum for Radcom products that offer student guides that are designed to work in conjunction with the instructor’s presentation.  Each student enrolled in the class will receive a current copy of the student guide.

Training Course	Cost	Description
Training-Basic	US$ [**]	[**]
		[**]
Training-Adv	US$ [**]	[**]
		[**]
Administrator/Operations Training	US$ [**]	[**] ·         [**].

In addition to the training described above, AMDOCS shall receive the training set forth in the VAR and its Addendum.

4.8 Competitive Cost Analysis - Should Cost

Radcom shall maintain the Material and Services contemplated by this Agreement competitive as compared to reasonably comparable materials and services available in the marketplace, including with respect to pricing, features, performance, functions and capabilities, including capacity and scalability.  Amdocs shall have the right, upon [**]’s request to conduct studies from time to time, including by engaging one or more third parties, regarding the Material and Services to assess their competitiveness, in accordance with [**]’s guidelines and instructions.  Such analyses may evaluate, among other things, the cost to Radcom of internal components, services and processes.  Radcom shall reasonably cooperate with such studies, including by providing reasonably requested information with respect to the Material and Services. Amdocs acknowledges that Radcom is a publicly traded corporation and will cooperate subject to certain reporting rules of applicable regulatory bodies. 

4.9 Warranty, Support and Maintenance

Amdocs will be entitled to Updates for Software for no additional cost during the term of the Support and Maintenance Agreement, for the sole purpose of providing said Updates to [**].  Support and Maintenance for the product will commence upon expiration of the Warranty Period, provided that Amdocs on behalf of [**] enters into a separate Supplement for Support and Maintenance and all applicable Support and Maintenance fees are paid when due. Amdocs may purchase yearly support renewals for a product for so long as Support and Maintenance is generally available for that product.

4.10 Non-Exclusive Market

This Agreement does not grant Radcom any right or privilege to provide to Amdocs or [**] any Material and Services of the type described in or purchased under this Agreement.  Except for obligations arising under an Order, this Agreement does not obligate Amdocs to purchase or license any such Material or Services.  [**] may contract with other manufacturers and vendors for the procurement or trial of Material and Services or for Amdocs to contract with other manufacturers and vendors for the resale to, or the provision of a trial to [**] of Material and Services comparable to those described in or purchased under this Agreement, and [**] or Radcom may itself perform such Services.

4.11 Offshore Requirements

Radcom resources will be located in the United States, India, Israel, Canada and Brazil.

Radcom’s Offshore resources working on this Work Order will be located at the addresses listed in Appendix K:

Radcom’s Offshore resources can only access [**] Systems/data while physically located in an [**]-approved Radcom facility as stated in this Work Order, and may not at any time remotely access any [**] System or data from outside of the [**]-approved Radcom facilities as stated in the Work Order.

4.12 Liquidated Damages Regarding Initial Project Deployment

Radcom recognizes the importance of meeting Delivery Dates and agrees to the following Liquidated Damage provisions and procedures:

a. Upon discovery of anything indicating a reasonable certainty that Software and/or Services will not be Delivered by the scheduled Delivery Date, Radcom shall notify Amdocs and provide the estimated length of delay. The Parties shall work jointly toward resolving the delayed Delivery and to agree on a revised Delivery Date.  Amdocs will use reasonable efforts to obtain agreement from [**] on an extended Delivery Date and if such an extended date is agreed, will align the Radcom Delivery Date to the date agreed with [**].  If the Parties reach agreement on an extended Delivery Date  and Radcom fails to meet the extended Delivery Date, then Amdocs may (i) exercise its right to recover Liquidated Damages specified hereunder, to the extent [**] has exercised its right to recover Liquidated Damages from Amdocs (ii) further extend the Delivery Date, and/or (iii) if such delay amounts to a material breach, terminate the applicable Order, but only after the cap of the Liquidated Damages mentioned below has been reached and only in the event [**] has terminated the Applicable order with Amdocs, under this section. Notwithstanding any terms to the contrary in this Agreement or the General Agreements, the effective date of termination of the Amdocs Order with Radcom shall be the same as the effective date of termination of the corresponding scope of the [**] order with Amdocs. No payments, progress or otherwise, made by Amdocs to Radcom after any scheduled Delivery Date shall constitute a waiver of Liquidated Damages. Delivery Dates shall be extended as and to the extent Radcom is unable to meet the original Delivery Date due to causes outside of Radcom’s control.  Such extension shall be proportionate to the delay caused by factors outside Radcom’s and/or Amdocs’ control, and in such events, the Liquidated Damages shall not apply. 

b. Notwithstanding the above paragraph, in the event of Radcom’s failure to meet a Delivery Date, Amdocs shall be entitled to recover amounts as liquidated damages, and not as a penalty. For the first [**] days of delay, no liquidated damages will apply. Thereafter, liquidated damages of [**] % percent of the price of delayed Software and/or Services shall apply for each week up to [**] % of the delayed Software or Services price.

For the sake of relieving any doubt, it is clarified that Radcom shall not be liable for any delays to the extent caused solely by Amdocs and/or [**].

4.13 Third Party Software

The Parties recognize that third party software is required for the operation of the Software.  Amdocs shall require [**] to be responsible to provide to Amdocs and Radcom the temporary use of the software, software version updates/upgrades and associated licenses for the following Third Party Software:

[**]

5.0    Special Software Terms

5.1 Delivery of Software

Software for the products shall initially be delivered by Radcom directly to [**] for download electronically through transfer by means of telecommunications and any subsequent Updates of such Software to which [**] is entitled, shall be made available as above. Unless and until directed in writing by Amdocs to do so, Radcom will not transfer any disks, tapes or other tangible property containing a product’s Software, or any subsequent Updates of that Software, to [**].

5.2 Documentation Updates

During the applicable Support and Maintenance period, Radcom agrees to make available to Amdocs (who shall then make them available to [**]) updates to Documentation furnished to Amdocs hereunder which is related to the use and support of the Software (when such updates are made generally available to Radcom’s other customers who are covered by Support and Maintenance).  Documentation shall be maintained and revised to incorporate new or revised operating procedures resulting from corrections to and revisions of the Software.  Radcom shall also provide written communications (which may be via email) concerning the Material, Updates, newly available Upgrades, programming notes, and Documentation corrections to Amdocs with respect to Material that is under Support and Maintenance.  In addition, during the applicable Support and Maintenance period, Radcom agrees to promptly assist Amdocs with any undocumented error or abnormal program end conditions encountered by [**] with respect to any of the corresponding Material.

5. 3 Program Protection and Security

a. Amdocs shall require in its agreement with [**] that [**] shall not provide or otherwise make available the Software in any form to any unaffiliated third party, except as provided in this Agreement, ,, the EULA or in an Order accepted by Radcom.

b. Amdocs shall require in its agreement with [**] that [**] shall take appropriate action, by instruction, agreement or otherwise with the persons permitted access to the Software and Documentation, to satisfy the obligations pursuant to its agreement with Amdocs with respect to use, protection and security of the Software and Documentation.

c. Amdocs shall provide in its agreement with [**] that  [**]’s  rights of disclosure under its agreement with Amdocs shall include the right to provide the Software and related Documentation to [**]’s agents and contractors anywhere in the world who have a reasonable need for it in connection with for the performance of services for [**]  under its agreement with Amdocs , provided that the Software and related Documentation may not be provided to a third party for the purpose of allowing that third party to develop or participate in the development of a product or service that competes with Radcom’s products.

5.4 Software

Subject to the execution of the Agreement, [**] will receive from Radcom a Worldwide, Perpetual License to the Software outlined below:

[**]

It is agreed, that the license granted to [**] for the Software shall be as set forth in the EULA.

5.5 Software Enhancement Notification

a. Radcom will use commercially reasonable efforts to notify Amdocs and [**] in writing (which may be via email) of all Updates for Software licensed hereunder to which Amdocs will be entitled for the purpose of providing them to [**], at least [**] prior to the availability of that Update.

b. each new Update of Software (provided under a Support and Maintenance agreement) will be subject to [**] policies but for that particular Update only.

c. The Parties will seek to identify future Software Updates through the Radcom/Amdocs/[**] roadmap planning sessions and/or on-going communication exchanges.  The Parties will seek to jointly identify and document an annual (calendar year) inventory of future Software Updates to be included as part of that year’s Software releases to be made available as part of Support and Maintenance (the “Annual Software Feature List”).

5.6 Software Support

Radcom shall make available to Amdocs for the sole purpose of Amdocs then providing to [**] all Updates to Software licensed hereunder for no additional cost during the term of the Support and Maintenance Agreement and Software technical support at no additional cost during the Warranty Period for such Software.

5.7 Software Updates

a. With respect to any Updates provided to Amdocs for [**] hereunder, RADCOM acknowledges and agrees that as per Amdocs agreement with [**], [**] will have the right to remove same and replace it with the previous version if such new version will degrade or impair [**]’s network.  If Amdocs wishes to resell licenses for any new features or functionality of Software that are not licensed to [**] as part of an Update and are licensed separately, then Amdocs and Supplier will negotiate in good faith on a license fee or payment for such feature or functionality.

5.8  Support of Previous Versions

Provided that Amdocs enters into a separate Support and Maintenance Supplement, during the applicable Support and Maintenance term for the benefit of [**], Radcom agrees that, for all Software covered by Support and Maintenance, Radcom will make available error correction and technical support for each version of that Software for at least [**]) months following Radcom’s initial release of that version.

6.0 Warranties, Indemnities and Liabilities for Software Licenses, Services and related Maintenance

The standard warranties, indemnities and liability obligations set forth in this Agreement and in the Subcontractor Agreement  shall apply with respect to all Services provided under this Agreement including but not limited to development, Paid For Development, Maintenance and Support, testing, installation and implementation;

The standard warranties, indemnities and liability obligations set forth in this Agreement and the VAR shall apply with respect to Amdocs’ resale of the Software to [**].

[**]’s right to use the Software, and the related warranties, indemnities and liabilities, are provided to [**] in accordance with the EULA and this Agreement.

[**]

7.0 Escrow/Source Code

[**]

8.0 General Provisions

Without derogating from those rights and licenses given directly from Radcom to [**] under Section 4.6 above and/or the Software license granted to [**] by Radcom under the EULA, a person who is not a party to this Agreement and/or the General Agreements, may not enforce any of their terms.

The last sentence of Section 11.3 of the Subcontractor Agreement, which obligates Radcom to reimburse Amdocs within [**]days, shall not apply to the Software license and Services. It is expressly understood that all indemnification obligations in this Agreement and the General Agreements shall continue to apply.

9.0 Additional Appendices

Appendix A: Statement of Work or Requirements

Appendix B: Fees

Appendix C: [**] Responsibilities

Appendix D: Additional Features

Appendix M: Change Processes with Forms A through F

Appendix O: [**]

Appendix Q: Software Enhancement Form

10.0 Execution of Agreement

10.1    Transmission of Original Signatures and Executing Multiple Counterparts

Original signatures transmitted and received via facsimile or other electronic transmission of a scanned document, (e.g., .pdf or similar format) are true and valid signatures for all purposes hereunder and shall bind the Parties to the same extent as that of an Original signature. This Agreement may be executed in multiple counterparts, each of which shall be deemed to constitute an original but all of which together shall constitute only one document.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date thelast Party signs.

Amdocs Software Systems Limited.		Radcom Ltd.
By:	/s/ Philip Butler	By:	/s/ David Ripstein
Printed Name: Philip Butler		Printed Name: David Ripstein
Title: Director and Assistant Secretary		Title: President & CEO
Date: December 30, 2015		Date: December 30, 2015

Appendix A: Statement of Work

This Agreement incorporates the requirements for the Virtual Probe Solution (vprobe). The following document constitutes [**]’s and Amdocs’ Specifications, which may be amended during the course of Work hereunder by use of the Change Management Process:

Document Version	Scope Items
V4	[**]

Appendix B: Fees

1.     License

the Software license fee of US$ [**] million will be invoiced as set forth in the table 1 below.

[**]

[**]

2.     In the event that based on a material breach by RADCOM of this Supplement Agreement or the General Agreements, which was not cured by RADCOM within [**] days of receipt of notice from Amdocs, Amdocs is in a material breach of its applicable agreement with [**] and as a result, Amdocs is contractually obligated to pay [**] any amounts attributable to licenses, Radcom will promptly indemnify Amdocs up to [**] for any amounts paid to [**].

3.     Additional Features

An additional license payment for Additional Features (as outlined in Appendix D) is not due until the requested Features are delivered and [**]. RADCOM may invoice the corresponding amount listed in Appendix D1 for each additional feature delivered upon [**] of that additional feature. For clarity the amount for all Additional Features as outlined in Appendix D shall not exceed [**].

        4.     Paid-For Development and Upgrades

The annual charges for additional feature functionality that is mutually agreed per roadmap discussions will be negotiated based on the individual feature content but shall not exceed US$ [**] million per [**] except as set forth below.

       Any feature functionality that constitutes Paid-For Development shall be subject to the terms of Section 4.6 of the Agreement.

In the event Amdocs requests development work significantly in excess of per year, and Radcom can reasonably substantiate the incremental costs, both Parties agree to discuss in good faith whether an increase in those charges is justified.

The parties agree that as per their understanding of the current applicable taxation legislation, Amdocs (and/or its Affiliates) shall not withhold any tax payments, from any payments it and/or its Affiliates will make to Radcom, which are attributed to licenses of the Software, Paid for Developments, Upgrades or any Services of Radcom, resold by Amdocs to [**]. In the event of a change in the applicable taxation legislation, which will obligate Amdocs to withhold tax payments, then the Parties shall discuss in good faith for the purpose of finding an amicable solution.  If the Parties fail to reach an amicable solution, Amdocs shall follow the applicable taxation legislation.

Appendix C - [**] Responsibilities

[**] will be responsible for the following:

· Provide a timely response to open issues and action items as raised by Radcom

· Provide physical access into [**] premises to Radcom employees, including outside of standard business hours.

· Provide physical office environment for Radcom engineers on site (Desk, chairs, power, internet connection)

· 24x7 Remote access to all servers and clients running Radcom Software (Windows applications as well as command line interfaces). At least 15 concurrent remote connections. Open the Remote access to multiple TCP/UDP ports (list of ports will be provided by Amdocs)

· Ensure that Software will receive required traffic 24x7 from [**], including simulated and live traffic

· Responsible to provide the required hardware

· Provide full description of network elements

· Provide full description of traffic (shape, type, protocols, scenarios, correlation etc.)

· Provide full details of network sizing and expected growth

· Provide Network Time Protocol (NTP) servers

· Provide access to DNS servers

· Provide access to DHCP servers

· Provide access to SMTP servers

· Provide SNMP access

· Provide network inventory Enrichment data – IP addresses, types and names for all network elements,  sites, markets, sub-markets, APNs, Charging codes, Realms, MCC/MNC codes, Cell Global Identifier (CGI) values and names, Type Approval Code (TAC) – UE manufacturer / Model mapping.

· Assign the required HW resources to the virtual machines (compute, network, storage) according to Supplier's sizing

· Assign the require HW performance according to product requirements provided by Supplier

· Assign IP addresses to the virtual machines.

· Provide IP/VLAN connectivity between all Software components, within sites and between sites as well as between Software and test PCs as well as [**] client PCs.

· Open all ports between Software components in Firewall

· Allocate qualified personnel who shall work with Supplier

· Provide technical focal point from [**] for support.

· Provide at least three (3) Windows client PCs/VMs per site for running MaveriQ OAM applications, with internet access

· Provide at least three (3) User Equipment units for testing purposes, with the ability to perform test calls for scenarios required in the project scope, including phones, SIM cards, etc

· Provide detailed documentation, KPI samples, XDR samples, XML samples for [**] and on-going updates in advance of any changes in the interface of the production environment.

· Provide detailed documentation, samples, application access and testing environment to APIs for [**] data and on-going updates in advance of any changes in the interface of the production environment

· Provide detailed documentation, KPI samples, XDR samples, XML samples for [**] and on-going updates in advance of any changes in the interface of the production environment

· Provide detailed documentation samples, application access and testing environment to APIs for [**] and on-going updates in advance of any changes in the interface of the production environment

· Provide detailed documentation, samples, application access and testing environment for [**] APIs that Supplier is required to integrate with (e.g. [**]’s User Authentication platform) and on-going updates in advance of any changes in the interface of the production environment

· Provide detailed definitions and calculation methodology descriptions for new KPIs required by [**]

· Provide test plan & test case documents for required testing procedures, at least 4 weeks before the start date of the test session

· Provide sample pcap trace files and key files from [**] network for protocols and interfaces required in the project, for testing & validation, including on-going updates in advance of any changes in the interfaces/protocols in the production environment

· Provide timely information & answers to Supplier, including Supplier’s technical questions with regards to [**] network, network elements, interfaces, protocols, call flows, platforms and 3rd party solutions that interact with Supplier’s solution.

Appendix D - Additional Features [**]

Appendix D-1 Additional Features Pricing [

This list of Additional Features represents the chargeable portion of the full list of features in Appendix D.

Commences on following page [**]

Appendix K Offshore Locations

Country(ies) where services are authorized by [**] to be performed (physical location address is also required if the Services involve Information Technology-related work or if a “virtual” or “work-from-home” address is authorized)		City(ies) where services will be performed for [**]	Servicesto be performed at approved Physical Location	Name of Supplier / Supplier Affiliate, and/or Subcontractor performing the services
Israel	24 Raoul Wallenberg Street, Tel-Aviv 69719	Tel Aviv	Research & Development (R&D), PS, M&S	Radcom
Brazil	Al. Mamoré, 503 – 13º andar sala Alphaville – Barueri/SP	Alphaville	PS, M&S	Radcom
India	Level 4, Rectangle 1, Commercial Complex D-4, Saket, New Delhi - 110017	New Delhi	PS, M&S	Radcom

Radcom acknowledges that [**] is constantly reviewing the security requirements for [**]’s networks, systems and applications. As a condition to [**] and Amdocs approving this Agreement and granting Radcom access to [**]’s non-public, firewall-protected networks, systems and/or Information, Supplier agrees that, in the event [**] identifies a security issue involving such access that requires a modification of Supplier’s access granted pursuant to this Agreement to be resolved, Radcom will renegotiate such access as necessary for [**] to resolve the security issue. In the event that the Parties are unable to successfully renegotiate such access, Amdocs shall have the right to terminate this Agreement, only in the event [**] has terminated its agreement with Amdocs for this reason. Notwithstanding any terms (including notice or termination requirements) to the contrary in this Agreement and the General Agreements, the effective date of [**]’s termination with Amdocs, shall be the effective date of Amdocs’ termination with Radcom

Appendix M - Change Control Process and Forms

Change Control Process

If either Party identifies the need for any change to the Specifications (“Change Control”) under this Agreement, including any Order, theParties shall proceed in accordance with the change Control Process set forth herein.

A. If Amdocs is the Party submitting the request, Amdocs shall complete Form A and describe in reasonable detail the change it is proposing, and any effects on other Specifications or on the delivery schedule of which it is aware.  Radcom shall strive to respond to such request as soon as reasonably practical, but no later than ten (10) working days.  Radcom’s response shall be using Form B.  Subsequent communication shall use Form A and Form B, respectively, until the Parties either agree upon the terms pursuant to which the proposed change will be made, or agree that the proposed change will not be made and agree to close the proposed Change Order.  An agreement to proceed with the proposed change must be documented by using Form E.

B. If Radcom is the Party submitting the request, Radcom shall complete Form C and describe in reasonable detail the change it is proposing, and the effects, if any, on other Specifications, schedule, and cost.  [**] shall strive to respond to such request as soon as reasonably practical, but no later than ten (10) working days.  [**]’s response shall be using Form D.  Subsequent communication shall use Form C and Form D, respectively, until the Parties either agree upon the terms pursuant to which the proposed change will be made, or agree that the proposed change will not be made and agree to close the proposed Change Order.  An agreement to proceed with the proposed change must be documented by using Form E.

C. The rights and obligations of both Parties in connection with this Agreement, including any Order, shall not be changed, until a proposed Change Order is agreed to by executing Form E.  Until both Parties have executed Form E, each Party shall continue to perform its obligations in accordance with the Agreement and the Order(s) placed under the Agreement.

D. In the event Form E contains terms that are different than those set forth in the Agreement or the Order(s), the terms contained in Form E shall apply.

E. The Change Control Log, included as Form F, shall be used by the Parties to track and monitor all proposed changes.

F.   The standard [**] feature request form will be used to initiate a request for new features.

FORM A

AMDOCS PROPOSED CHANGE ORDER

        Change Order #: 

        Date:                  Affected Order(s): 

1. Proposed Specification Changes - [Identify the Specification(s), including where the Specification(s) is described in the Order, and summarize in reasonable detail the proposed changes to such Specification(s).]

2.  Effective Date For Proposed Change:

Date: 

3. Summarize Expected Or Possible Impact On Other Specifications Or Schedule

4. Specify Any Key Assumptions, Additional Terms, Or Other Important Information

Direct all Inquiries to Amdocs’ Project Manager:

Submitted by:  

Telephone #: Fax #: 

FORM B

RADCOM REPLY TO AMDOCS PROPOSED CHANGE ORDER

Change Order #: 

Date: Affected Order(s): 

1. Proposed Specification Changes [Reiterate and summarize Supplier’s understanding of the proposed changes to the Specification(s)]

2. Effective Date For Proposed Change[Indicate the date the change can be implemented.]

Date: 

3. Summarize Expected Or Possible Impact On Other Specifications Or Schedule  [Indicate the impact on other Specifications, schedule of delivery, and cost/budget, if any.]

4. Specify Any Key Assumptions, Additional Terms, Or Other Important Information

Direct all Inquiries to Supplier’s Project Manager:

Submitted by: 

Telephone #: Fax #: 

FORM C

RADCOM PROPOSED CHANGE ORDER

Change Order #: 

Date: Affected Order(s): 

1. Proposed Specification Changes - [Identify the proposed Specification(s) and describe in reasonable detail the proposed changes.]

2. Effective Date For Proposed Change:

Date: 

3. Summarize Expected Or Possible Impact On Other Specifications Or Schedule  [Indicate the impact on other Specifications, schedule of delivery, and cost/budget, if any.]

4. Specify Any Key Assumptions, Additional Terms, Or Other Important Information

Direct all Inquiries to Radcom’s Project Manager:

Submitted by: 

Telephone #: Fax #: 

FORM D

AMDOCS’ REPLY TO RADCOM’S PROPOSED CHANGE ORDER

Change Order #: 
 

Date: Affected Order(s): 

1. Proposed Specification Changes [Reiterate and summarize Amdocs’ understanding of the proposed changes to the Specification(s)]

2. Effective Date For Proposed Change[Indicate the proposed effective date of the change.]

Date: 

3. Summarize Expected Or Possible Impact On Other Specifications Or Schedule  [Indicate the impact on other Specifications, schedule of delivery, and cost/budget, if any Amdocs expects may occur as a result of Radcom’s proposed change.]

4. Specify Any Key Assumptions, Additional Terms, Or Other Important Information  [Indicate on what basis Amdocs would be willing to agree to Radcom’s proposed change order.]

Direct all Inquiries to Amdocs’ Project Manager:

Submitted by: 

Telephone #: Fax #: 

FORM E

CHANGE CONTROL APPROVAL

Change Order #: 

Date: Affected Order(s): 

1. Agreed Upon Change To Specification(s): [Identify Specification that will be changed.]

2. Date Scope Change Effective:[State the date the change will be effective.]

Date: 

3. Describe Scope Change, including any Specifications:  [Describe the agreed upon change in full detail.]

4. Revised price, payment schedule, and delivery schedule, if any, of the proposed change: [State any changes to the original delivery schedule, original price, and payment schedule.]

5. Additional Terms and Conditions:  [State any terms and conditions that apply to the proposed change.]

IN WITNESS WHEREOF, the Parties approve this Change Order No. ______ and incorporate it into Order No. _______.  If the terms of this Change Order are inconsistent with the terms of Order No. ______ or the Agreement, the terms of this Change Order shall control.

Amdocs Software System Limited	Radcom, Ltd.
By:	By:
Printed Name:	Printed Name:
Title:	Title:
Date:	Date:

FORM F

CHANGE CONTROL LOG

Change Order Number Change Component Priority (High, Med., Low) Description of Change Level of Effort Comments Status Status Date

Appendix O [**]

Appendix Q - Software Enhancement Notification Form (SEN)

SOFTWARE ENHANCEMENT NOTIFICATION FORM

Revision # ____________

Supplier Name: _________________________________________________________

Product Name: _________________________________________________________

Software Release (Enhancement) No.: ____________________________________________

Software Features Added/Removed from previous releases (Please list any patches included);

Software Compatibility (List all previous releases compatible or incompatible with this release):

Hardware Compatibility (List all new or additional Hardware requirements or incompatibilities):

List applicable Documentation:

Date Available to [**] Labs for testing (including Documentation): _______________________________

Date of anticipated First Office Application (FOA): _______________________________________

Date of General Availability (GA): ____________________________________________________

Supplier Contact Name: ________________________________________

Telephone: ________________________________

ACKNOWLEDGEMENT:

Amdocs Software Systems Limited.                                                                                                     Radcom, Inc.

By: _________________________________                                                                            By: ___________________________________

Name: _______________________________                                                                            Name: _________________________________

Title: ________________________________                                                                           Title: __________________________________

Date: ________________________________                                                                           Date: __________________________________

EX-12.1

Exhibit 12.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Yaron Ravkaie, certify that:

1. I have reviewed this annual report on Form 20-F/A of RADCOM Ltd.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5. The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: April 25, 2016

/s/ Yaron Ravkaie

Yaron Ravkaie

Chief Executive Officer

EX-12.2

Exhibit 12.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Uri Birenberg, certify that:

1. I have reviewed this annual report on Form 20-F/A of RADCOM Ltd.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5. The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: April 25, 2016

/s/ Uri Birenberg

Uri Birenberg

Chief Financial Officer

EX-13.1

Exhibit 13.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 20-F/A of RADCOM Ltd. (the “Company”) for the fiscal year ended December 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Yaron Ravkaie, Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: April 25, 2016

/s/ Yaron Ravkaie

Yaron Ravkaie

Chief Executive Officer

EX-13.2

Exhibit 13.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 20-F/A of RADCOM Ltd. (the “Company”) for the fiscal year ended December 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Uri Birenberg, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: April 25, 2016

/s/ Uri Birenberg

Uri Birenberg

Chief Financial Officer