Filed by Bowne Pure Compliance



 




EXHIBIT 10.107




AMENDMENT NO. 2

TO

T-MOBILE USA SERVICE PARTNER

SERVICES AGREEMENT




This Amendment No. 2, dated April ___, 2007 (this “Second Amendment”) is made to that
certain T-Mobile USA Service Partner Services Agreement, dated August 1, 2005, as amended by that
certain Amendment No. 1, dated June 23, 2006, between StarTek USA, Inc., a Colorado corporation
(“Service Partner”), with a principal place of business at 100 Garfield Street, Denver, Colorado
80206, and T-Mobile USA, Inc., a Delaware corporation (“T-Mobile USA”), with offices for business
at 12920 SE 38th Street, Bellevue, Washington 98006 (the “Agreement”). Except as specifically
defined otherwise herein, all terms defined in the Agreement shall have the same meanings when used
in this Second Amendment.



Service Partner and T-Mobile agree as follows:



1. A new Section 4.1.10 is hereby added to the Agreement, which shall read in its entirety as
follows:



4.1.10. Service Partner has developed a plan to become substantially compliant
with by Q1, 2008 an approved version of the Payment Card Industry Data Security
Standard, developed and published jointly by American Express, Discover Financial
Services, JCB, MasterCard Worldwide and Visa International (“Card Issuers”) or the
PCI Security Standards Council (the “Council”), as applicable, for protecting
individual numbers used to identify credit and debit card accounts and other
personally identifiable information relating to the use of such credit and debit
card accounts (“Cardholder Information”), as the same may be amended, updated,
replaced or augmented by the Card Issuers and the Council (the “PCI Standard”).
Service Partner will provide T-Mobile USA with regular updates/reports about ongoing
compliance efforts with the PCI Standard and will take all appropriate steps to
incrementally develop compliance and once in compliance will remain substantially
compliant thereafter.



2. A new Section 4.1.11 is hereby added to the Agreement, which shall read in its entirety as
follows:



4.1.11. From and after the time it becomes compliant as set forth in Section
4.1.10, Service Partner will not knowingly or intentionally cause T-Mobile: (a) be
in material violation of the PCI Standard or (b) to be fined, sanctioned or
penalized by Card Issuers, the Council or any third party for a material failure to
properly protect, secure, maintain, use and store Cardholder Information.





 




			
	*	 	Material has been omitted pursuant to a request for
confidential treatment and such material has been filed
separately with the Securities and Exchange Commission.
An asterisk within brackets denotes omissions.





 


 









 





3. A new Section 6.12 is hereby added to the Agreement, which shall read in its entirety as
follows:



6.12 Cardholder Information. Service Partner acknowledges that it may,
in connection with performing its duties in accordance with this Agreement, have
access to, or be provided, Cardholder Information.



(a) Service Partner acknowledges and agrees that, as between Service
Partner and T-Mobile, all Cardholder Information is, and shall remain, owned
by T-Mobile.



(b) Service Partner acknowledges and agrees that Service Partner is
responsible for the security of Cardholder Data that Service Partner
possesses or controls.



(c) Service Partner shall only access, use and disclose Cardholder
Information if and to the extent necessary (i) to process and otherwise
facilitate credit and debit transactions on T-Mobile’s behalf; (ii) to
comply with Applicable Laws, Card Issuer regulations and written T-Mobile
policies; and (iii) to do as otherwise instructed in writing by an
authorized T-Mobile officer.



(d) Service Partner acknowledges and agrees that Cardholder Information
is T-Mobile Information for all purposes under this Agreement; provided,
however, that the first sentence of Section 6.5 will not apply to Cardholder
Information.



(e) Service Partner agrees to provide the Council, the Card Issuers and
any of their respective agents and designees with full, appropriate access
to any and all Service Partner Systems, and any other Service Partner books,
records, premises and systems in the event of any Security Breach in which
Cardholder Information may have been compromised, and to cooperate fully
with any verification, testing and review of Service Partner’s compliance
with the PCI Standard.



4. A new Section 6.4 is hereby added to the Agreement, which shall read in its entirety as
follows:



6.4. Confidentiality. The Parties acknowledge that each may be given access to
certain confidential or secret information and material relating to or owned by the other,
including but not limited to financial information, customer lists, information pertaining to
T-Mobile USA or Service Partner customers, files and other information regarding that Party’s
business, organization, operations and plans in the course of the performance under this Agreement
(the Confidential Information”). Such information and material shall be the sole and exclusive
property of the provider of such information, and each Party agrees that during the term of this
Agreement and for five (5) years thereafter (and with respect to T-Mobile Information and trade
secrets, indefinitely), the receiving Party will not disclose such confidential or secret
information or material, or the terms of this Agreement, to any



 


 









 






governmental agency, person, entity, firm or corporation, or use confidential or secret
information or material except in furtherance of this Agreement, without the express prior written
consent of the other Party. This Section 6.4 shall not apply to any information, that is (a)
previously known to the receiving Party free of any obligation to keep it confidential, (b) that
has been or which becomes publicly known through no wrongful act of the receiving Party, (c) which
is rightfully received from a third party who is under no obligation of confidence to either Party,
(d) which is independently developed by the receiving Party without resort to information which has
been disclosed pursuant to this Agreement or (e) is required to be disclosed in order to comply
with applicable laws (including state and federal securities laws applicable to Service Partner as
a public company) or administrative process or any governmental or court order; provided, however,
that in a circumstance where disclosure is compelled by governmental or court order the Party that
is subject to such compelled disclosure shall give the other Party prompt prior notice of such
compelled disclosure so that the other Party may seek to protect such information. The receiving
Party shall return the confidential information to the disclosing Party upon request by the
disclosing Party. This Section shall survive termination of this Agreement.



5. Section 6.7 of the Agreement is hereby amended by adding the following sentence to the end
of such section:



The existence of any Security Breach in which T-Mobile Information is or may be
compromised, and all information relating to any such Security Breach, shall be the
Confidential Information of T-Mobile.



6. A new Section 1.1 is hereby added to the Agreement, which shall read in its entirety as
follows:




1.1 Statement of Work. Service Partner. agrees to perform the Services
described in Exhibit A — 1 entitled “STATEMENT OF WORK—  — ACTIVATIONS”,
Exhibit A — 2 entitled “STATEMENT OF WORK — ACTIVATIONS OFFLINE”, Exhibit A — 3
entitled “STATEMENT OF WORK — T-MOBILE TO GO”, Exhibit A — 4 “STATEMENT OF WORK —
WIRELESS LOCAL NUMBER PORTABILITY”, Exhibit A — 5 “STATEMENT OF WORK — BUSINESS CARE”,
Exhibit A — 6 “STATEMENT OF WORK — BUSINESS CARE OFFLINE, and Exhibit A-7 “STATEMENT OF
WORK — SMART ACCESS/PAY IN ADVANCE” (collectively “Exhibits”). The Parties acknowledge and
agree that the Parties’ ability to perform certain obligations pursuant to this Agreement is
conditioned upon the full, proper and timely performance by the other Party of its
obligations pursuant to this Agreement. Each Party shall cooperate fully with the other
Party in carrying out the obligations pursuant to this Agreement in a timely and efficient
manner and in accordance with the terms hereof.



7. Section 2.6.1 of the Agreement is hereby amended by adding the following sentence to the
end of such section:




2.6.1 The Operational Audit will take place during SERVICE PARTNER normal business
hours, up to twice a year per site with written notification no less than 10 (ten) days in
advance. SERVICE PARTNER shall keep complete and accurate records documenting the
performance of the specific KPIs (Key Performance Indicators) as
outlined in the Exhibits. SERVICE PARTNER shall make their records available to
T-Mobile USA or any authorized representative of T-Mobile USA during the term of this
agreement. The cost of any audit shall be borne by T-Mobile USA.

 


 









 







8. A new Section 3.3 is hereby added to the Agreement, which shall read in its entirety as
follows:




3.3 Termination for Breach or Force Majeure. Either Party may terminate this
Agreement immediately upon notice to the other Party (i) if the other Party materially
breaches this Agreement and fails to cure such breach within [*] days of receipt of written
notice of such breach from the non-breaching Party; (ii) if the other Party becomes
insolvent, invokes as a debtor any laws relating to the relief of debtors from creditor’s
rights, or has such laws invoked against it, is the subject of liquidation or termination of
business, is adjudicated bankrupt, or is involved in an assignment for the benefit of its
creditors; or (iii) upon the occurrence and after continuance of an event of force majeure
for a period of [*] days, or in other circumstances, as provided in Exhibits.



9. A new Section 3.4 is hereby added to the Agreement, which shall read in its entirety as
follows:




3.4 Effect of Termination. The expiration or termination of this Agreement
shall not relieve or discharge either Party from any obligation hereunder, which survives
termination. Except in the event of termination of this Agreement by StarTek USA, Inc. as
a result of the failure of T-Mobile USA to pay undisputed invoices for Services performed by
StarTek USA, Inc., in the event of any termination, StarTek USA, Inc. agrees to cooperate
with T-Mobile USA to effectuate an orderly transition of the business and will continue to
provide Services hereunder at the prices provided in the Exhibits pursuant to a schedule
mutually agreeable to the parties (which may include a schedule for ramping down services)
for a reasonable period of time not to exceed [*] days from the date of termination. In the
event any transition service is not provided for in Exhibits, T-Mobile USA shall pay
a mutually agreed upon cost to StarTek USA, Inc. for those transition services.



10. A new Section 6.3 is hereby added to the Agreement, which shall read in its entirety as
follows:




6.3 No License. Except as otherwise provided in Exhibits, neither
Party is granted any license in intellectual property that is owned or developed by the
other Party.




 


 









 





11. A new Section 7.8 is hereby added to the Agreement, which shall read in its entirety as
follows:




7.8 Notice. Any notice or communication required or permitted to be given
hereunder (other than forecasts required to be delivered pursuant to the Exhibits)
shall be in writing and may be delivered by hand, deposited with an overnight courier, sent
by email, confirmed facsimile (followed by delivery of a copy by US Mail), or mailed by
registered or certified mail, return receipt requested, postage prepaid, in each case to the
address of the receiving Party as set forth in this section. Such notice shall be deemed to
have been given as of the date it is delivered, mailed, emailed, faxed or sent, whichever is
earlier.




To: T-Mobile USA




[*]

Sr. Vice President and General Counsel

12920 SE 38th Street

Bellevue, WA 98006




[*]

Service Partner Management

12920 SE 38th Street

Bellevue, WA 98006




To: StarTek USA, Inc.




[*]

CEO

StarTek USA, Inc.

100 Garfield Street

Denver, Colorado 80206



12. The amendments made to the Agreement by this Second Amendment will be effective as of the
date of this Second Amendment. The Agreement, as supplemented and amended by this Second
Amendment, remains in full force and effect. To the extent the terms of this Second Amendment
conflict with any provisions of the Agreement, this Second Amendment shall govern.



[Remainder of this page is intentionally blank. Signature page to follow.]





 


 









 







	 	 	 
	T-MOBILE USA, INC.

	 	STARTEK USA, INC.
	 
	 	 
	By: /s/ Betty Jones

	 	By: /s/ Patrick M. Hayes
	 
	 	 
	Name: Betty Jones

	 	Name: Patrick M. Hayes
	 
	 	 
	Title: VP Customer Care

	 	Title: COO
	 
	 	 
	Date Signed: 5/6/07

	 	Date Signed: 5/16/07
	 
	 	 









 


 









 







EXHIBIT A-7




STATEMENT OF WORK — SMART ACCESS/PAY IN ADVANCE




This Statement of Work, Exhibit A-7 is incorporated into that certain T-Mobile USA Service
Partner Services Agreement, dated August 1, 2005, as amended by that certain Amendment No. 1, dated
June 23, 2006, between StarTek USA, Inc., a Colorado corporation (“Service Partner”), with a
principal place of business at 100 Garfield Street, Denver, Colorado 80206, and T-Mobile USA, Inc.,
a Delaware corporation (“T-Mobile USA”), with offices for business at 12920 SE 38th Street,
Bellevue, Washington 98006 (the “Agreement”). This Statement of Work shall be effective as of
April 1, 2007 and the defined terms used in this Statement of Work shall have the meanings provided
in the Agreement unless expressly defined herein




	1.	 	General. StarTek will handle inbound Smart Access/Pay in Advance calls for T-Mobile.
StarTek will maintain a dedicated program (i.e., StarTek’s dedicated representatives shall
handle only T-Mobile calls, StarTek’s team supervisors shall support only T-Mobile dedicated
representatives and StarTek’s team managers will support only T-Mobile dedicated team
supervisors.) to perform the Services.







	2.	 	Hours of Operation. Except as otherwise set forth herein, the hours of operation will be
[*] hours a day, [*] days a week, [*] days a year. Any change to the hours of operation on a
T-Mobile line of business at any site by StarTek requires written request and approval by a
T-Mobile Vice President of the change. Any change to the hours of operation on a T-Mobile
line of business at any site by T-Mobile requires written notification to StarTek. Any
closure of a site or 100% reallocation of headcount to another site in which a T-Mobile line
of business resides requires written notice to T-Mobile of no less than [*] days notice in
advance of the closure or reallocation. Any reallocation of headcount (not due to forecast
change) to another site of more than [*]% of the total Smart Access/Pay in Advance headcount
requires written advanced notice to T-Mobile of no less than [*] days.. StarTek will provide a
comprehensive written plan as to how StarTek will maintain services of line of business to
mitigate impact and prevent tangible and intangible cost to T-Mobile







	3.	 	Call Volume and Forecasting.







	 	3.1.	 	For the purposes of meeting the forecast, StarTek will utilize full time equivalents
(“FTEs”) in accordance with this Statement of Work. An FTE is defined as eight (8)
Customer Facing Employee hours per day. An FTE is not equivalent to a headcount.

	 
	 	3.2.	 	FTEs will be classified into the following categories:







	 	3.2.1.	 	Production FTE, which includes FTEs who are agents productive to the line of business

	 
	 	3.2.2.	 	Training FTE, which includes FTEs who are currently in training and not productive to
the line of business

	 
	 	3.2.3.	 	Get More Academy (“GMA”) FTE, which includes FTEs who are productive to the line of
business at least part of their day, but are still in training

	 
	 	3.2.4.	 	Leave of Absence (“LOA”) FTE, which includes all FTEs who cannot be classified into
Production, Training, or GMA.







	 	3.3.	 	T-Mobile will regularly prepare and deliver to StarTek the following forecasts for the
services to support the proper planning of the infrastructure required to support the
programs:







	 	3.3.1.	 	T-Mobile shall deliver a three-month rolling informational forecast to StarTek on or
before the 15th day of each month (the “3-Month Forecast”), which shall
contain forecasted weekly call volumes.





 


 









 





	 	3.3.2.	 	T-Mobile shall deliver a final forecast to StarTek no less than [*] days before the
1st day of each month for which the forecast is made, which shall contain a
daily call volume and Average Handle
Time (“AHT”) forecast by half an hour interval (the “Final Forecast”). The Final
Forecast will contain an updated daily call volume and AHT forecasts, which will vary
no more than [*]% in call volume each day from the [*]-day forecast. If the Final
Forecast is not delivered in a timely fashion with respect to a particular month, the
appropriate three-month rolling informational forecast shall be the Final Forecast for
such month.

	 
	 	3.3.3.	 	For informational purposes only, T-Mobile shall deliver a two-week forecast.







	 	3.4.	 	StarTek will use half-hourly call volume forecasts provided by T-Mobile as the Final
Forecast in accordance with this Agreement. This process is known as Interval Forecasting.
StarTek will schedule the appropriate number of FTEs in [*]-minute intervals to meet
service levels outlined in the T-Mobile Final Forecast. This process is known as Interval
Scheduling. StarTek will provide Interval Scheduling plans to T-Mobile as a one week look
ahead after receiving a Final Forecast from T-Mobile. These Interval Scheduling plans will
illustrate how StarTek plans to meet the Key Performance Indicator (KPI) Service Level.
The documented plans will include the number of required FTEs to meet the KPI Service
Level, the number of scheduled agents, and the [*] minute Service Level Objectives.

	 
	 	3.5.	 	StarTek will provide to T-Mobile USA all assumptions used to translate forecasts into
scheduled FTEs.

	 
	 	3.6.	 	T-Mobile and StarTek will cooperatively manage intraday schedule adjustments to manage
actual call volumes.

	 
	 	3.7.	 	T-Mobile and StarTek will mutually agree upon and participate in the preparation of
other call volume forecasts, as reasonably required for the successful performance of the
Programs. These may include, without limitation, yearly, quarterly, monthly, weekly, daily
and interval forecasts. As part of the support structure, StarTek will provide a National
Resource Planning Analyst who will, among other things, assist T-Mobile in the development
of call volume forecasts.

	 
	 	3.8.	 	StarTek will recruit, train, and staff to a minimum of [*]% of the forecasted FTE and
be able to handle [*]% of the forecasted call volume. If the Final Forecast for a
particular month is [*] percent ([*]%) or more of the Final Forecast for the proceeding
month, StarTek may add additional staff to service such increase with the prior consent of
T-Mobile, which consent shall not be unreasonably withheld.

	 
	 	3.9.	 	If the Production FTE count falls more than [*]% below the forecasted FTE, StarTek will
recruit and hire agents to back-fill the attrition as long as T-Mobile is delivering a
minimum of [*]% of forecasted volume. The recruited agents must start training within [*]
days of exceeding threshold. The associated training costs are the responsibility of the
StarTek and are not billable to T-Mobile.

	 
	 	3.10.	 	If the FTE requirement drops in any [*]-day period by more than [*]%, T-Mobile will
work with StarTek in good faith to back-fill with additional business or pay for the
additional StarTek FTE at the training rate for [*] days as StarTek, Inc. ramps down to the
required FTEs. T-Mobile and StarTek will mutually agree in writing on the number of FTEs
that will be included in the ramp down.

	 
	 	3.11.	 	The forecasts referred to above shall in no way represent a commitment from T-Mobile
to provide volumes to StarTek, except for purposes of amounts payable by T-Mobile to
StarTek as provided in this Section 3.12.

	 
	 	3.12.	 	Amounts payable to StarTek hereunder and the KPI calculation shall be based upon the
following:







	 	3.12.1.	 	When the offered call volume exceeds [*]% of Final Forecast then StarTek shall be
paid for the actual [*] during the interval where the call volume exceeds [*]% of the
Final Forecast.

	 
	 	3.12.2.	 	When the offered call volume is less than [*]% of the Final Forecasted call volume,
and (a) StarTek meets or exceeds service level as set forth in 14.1 and adjusted as set
forth in 14.2, and (b) meets or exceeds the quality performance set forth in 14.3.2,
then StarTek shall be paid according to Exhibit D pricing matrix.







	4.	 	Average Handle Time. Average Handle Time (“AHT”) is defined as the sum of average talk time;
hold time while on a call, and after call work. StarTek agrees that the AHT objectives shall
be less than or equal to a 355 second AHT for Smart Access/Pay in Advance. The AHT objectives
may be changed upon mutual agreement of StarTek and T-Mobile USA based on rolling [*]-month
trending results.





 


 









 











	5.	 	Ramp. Ramp is defined as any required FTE increase necessary to accommodate call volume
growth of greater than [*]% of the volume in the peak week of the prior month.







	6.	 	Ramp Plans. For the purposes of this document a Ramp Plan is defined as a T-Mobile approved
plan to add substantial FTEs to a current line of business or a change to the current line of
business with substantial additions to current StarTek FTEs that support T-Mobile services.
StarTek must submit written Ramp Plans to T-Mobile for written approval by a T-Mobile
operations manager or above.







	 	6.1.	 	In the event of a new ramp plan or a change to the Smart Access/Pay in Advance line of
business supported by StarTek, the AHT monthly objectives will be adjusted depending upon
the percentage of net growth in training FTE graduates to the maximum headcount during the
growth period. The embedded MS Excel worksheet is an example of the adjustments and will
be subject to the AHT objectives agreed to as set forth in Section 4 A printed example is
shown in Exhibit C.







	7.	 	Training.







	 	7.1.	 	Agents will be trained on the standard T-Mobile standard New Hire Training Curriculum.
Training for the program shall be conducted in accordance with the T-Mobile New Hire
Training Curriculum. Upon [*] days written notice to StarTek, T-Mobile may change the
T-Mobile New Hire Training Curriculum and the hours required for delivery. Prior to
completion of training, T-Mobile will deliver all applicable application IDs. Sharing of
application IDs is prohibited under T-Mobile policy. StarTek will establish procedures to
prevent sharing of application IDs. Any agent who violates this policy will be promptly
removed from the T-Mobile account.

	 
	 	7.2.	 	Any new hire training conducted for net growth must be approved in writing by a
T-Mobile training manager or above. Written approval must be attached to the invoice in
order to substantiate billable new hire training. T-Mobile will be kept informed of all
attrition during the training period.

	 
	 	7.3.	 	The ratio of trainers to trainees is not to exceed a classroom level of [*] or [*].
The [*] trainers can include a fully certified trainer with the support of a supervisor who
has been through a certified training program.

	 
	 	7.4.	 	All costs and expenses for training and training materials for new agents and any
initial and program extension training, or changes or modifications to the program or
continuation training that exceeds [*] hours per agent per [*] shall be borne by T-Mobile.
Online options must be used by StarTek in lieu of printed materials wherever reasonably
available. All written materials must be reused by StarTek where reasonable. T-Mobile
will not reimburse for training or training materials utilized for attrition-related
training. T-Mobile shall not compensate StarTek for any agent who does not complete the
training and graduate from GMA. Documented training trackers must accompany all invoices
for approval of billed charges. Documentation must contain as much information as allowed
by law. Information required but not limited to: Agent name, agent training start date,
attendance record, and assessment and quality scores. All Continuing Education classes
are to be tracked via auxiliary (AUX) or automatic call distributor (ACD) code and
submitted monthly with reporting displaying agent’s name, the exact amount of time spent in
each training course, the name of each training course, and the total time in the month
spent in Continuing Education training. It is StarTek’s responsibility to deliver all
appropriate training within the scheduled time frame, subject to service level
considerations.

	 
	 	7.5.	 	StarTek will schedule StreamLine read time not to exceed the amount of [*] minutes per
day, no more than [*] minutes per agent. Streamline read time must be measured via ACD or
AUX code, or skill set, and reported monthly. Streamline read time will be billed at the
hourly continuing education training rate and is subject to the [*] hours of continuing
education per agent per [*] StarTek is responsible for as referenced in Section 7.4.

	 
	 	7.6.	 	StarTek must not graduate any new hire agent from training/GMA to production if the
agent has missed more than [*] hours in the training classroom [*] hours in GMA. The agent
must return to the classroom or GMA as applicable to make up missed time before graduating
to production. T-Mobile must receive written documentation of the missed time and proof
that the time has been made up before being considered ready for production. New agents must also pass training assessments at [*]% or
better and score [*] or higher in quality during GMA to graduate from training to
production.





 


 









 





	 	7.7.	 	All costs associated with attrition training and T-Mobile requests for removal of
personnel including, but not limited to, new trainers and any associated materials, shall
be borne by [*].

	 
	 	7.8.	 	If StarTek is not meeting the quality standards set forth in Section 14.3 below and it
is determined by T-Mobile that additional “skill set” training is required for StarTek
representatives, [*] will bear the cost of the additional training.

	 
	 	7.9.	 	T-Mobile curriculum is to be facilitated by Certified Facilitators. T-Mobile
Certification to be provided by StarTek. If StarTek does not have a certification course
they will be required to use the T-Mobile certification course. Facilitators are required
to be certified by either T-Mobile Learning and Development specialist or their own
Certified Training Manager. Uncertified Supervisors/Operations Managers/Coaches or Team
Leads cannot conduct new Hire training.

	 
	 	7.10.	 	StarTek will abide by the documented training guidelines. Any changes to the
documented training guidelines by T-Mobile must be provided to StarTek no less than [*]
days prior to implementation. Any changes materially impacting StarTek’s cost must be
agreed to by both parties.







	8.	 	Escalation Procedures. StarTek shall utilize T-Mobile-provided escalation processes, to
handle calls beyond the agent’s scope of training or for management support of a customer
issue. This process will ensure that each call that cannot be handled by the agent is then
handled by the lead representative up through the manager before being transferred to T-Mobile
for resolution. If a customer requires management support, the agent shall transfer the call
to a manager. T-Mobile shall update all on-line job aides that define the escalation
procedures for the program when any changes are made.







	9.	 	Telecommunications. Voice traffic is pre-call routed using StarTek’s Intelligent Call
Management (ICM) solution. T-Mobile is responsible for the costs associated with this
pre-call routing out of the Sprint cloud (to the US/Canada border crossing) and StarTek is
responsible for the costs of the ICM licensing and hardware.







	 	9.1.	 	T-Mobile is responsible for the data connectivity costs. T-Mobile will own the
circuits and provide the routers that are managed at StarTek’s sites.

	 
	 	9.2.	 	T-Mobile will supply all voice trunks and StarTek will maintain trunking for outbound
T-Mobile calls and transfers. The direct costs for the usage of the trunks for outbound
T-Mobile calls and transfers will be passed through to T-Mobile.







	10.	 	Customer Care Systems. [*] shall be responsible for costs associated with workstations and
local area network (LAN) infrastructure equipped to run the most recent version of the
T-Mobile eCRM-SYSTEM deployed at the time of the implementation of this Agreement. StarTek is
hereby granted a license for the term of this Agreement to use the eCRM-SYSTEM for the sole
purposes of performing its obligations under this Agreement. [*] shall also provide the
building and telecommunications switch for the Interactive Voice Response (IVR) system, remote
monitoring application and associated toll free number, Universal Power Supply (UPS), desktop
computers, office supplies, and dedicated workspaces in each call center. [*] shall be
responsible for costs associated with wide area network (WAN) infrastructure (including, but
not limited to, the WAN data connectivity infrastructure, application/database servers,
routers, and related peripherals. [*] shall also be responsible for software required to
support the eCRM-SYSTEM. T-Mobile will be responsible for the eCRM, Knowledge Database, and
Call Tracking systems required to support the Services performed under this Agreement.







	11.	 	Systems Use and Downtime. Information given to callers or collected by agents will be
directly taken from and/or input into T-Mobile’s systems. In the event that T-Mobile’s
systems go down, StarTek shall capture call information in Remedy, or on the downtime forms
provided by T-Mobile. StarTek will be instructed on procedure in each scenario as applicable
by T-Mobile. If paper forms are utilized, StarTek agrees that it shall then input information
from these downtime forms once the system is restored. Turnaround commitment to enter
downtime forms into T-Mobile’s systems will be [*] hours from the time when T-Mobile’s systems
are restored. If call volume does not allow for [*] hour turnaround due to call volume
meeting at least [*]% of the forecasted volume, another [*] input period shall be granted.
Downtime forms will be destroyed (shredded or burned) or sent to T-Mobile, as directed by
T-Mobile, every [*] hours. StarTek will assign a special ACD tracking code to designate when
specified representatives are entering downtime form information into
T-Mobile systems. StarTek shall provide a downtime productivity report to T-Mobile displaying
time in code, number of downtime forms processed and occupancy rate. T-Mobile agrees to pay
StarTek the agreed upon hourly rate (contingent upon meeting hourly average per rep to be agreed
upon by both parties) for entering downtime information as stated in the Pricing Schedule set
forth in Section 24 of this Statement of Work.






 


 









 










	12.	 	Overtime.







	 	12.1.	 	If the call volume exceeds the Final Forecast by more than [*] percent ([*]%), StarTek
will so notify T-Mobile and will recruit trained agents to work overtime to support the
call handling. Any overtime in excess of [*]% of forecasted volume must be authorized by
T-Mobile operations manager or above. For T-Mobile authorized overtime T-Mobile will pay
the overtime rate set forth in Section 25 for all volume handled in excess of [*]% of the
Final Forecast. The billable overtime minutes will be calculated as set forth in Section
12.4.

	 
	 	12.2.	 	The recruiting process for overtime shall be deployed as soon as the circumstance
affecting the call volume variance is identified. If StarTek identifies the item at least
[*] weeks before the occurrence, StarTek shall use its commercially reasonable efforts to
minimize the financial impact by changing schedules to support the staffing required.
StarTek shall also recruit agents to work overtime on a day-to-day basis when the intra-day
call volume dictates additional staffing needs to maintain service goals.

	 
	 	12.3.	 	Except as provided above in Section 12.2, StarTek shall obtain written authorization
from T-Mobile for any overtime that may be required or incurred for the performance of the
Programs.

	 
	 	12.4.	 	T-Mobile authorized overtime as defined in section 12.1 will be calculated for
purposed of invoice payment by multiplying the handled call volume in excess of [*]% of
Final Forecast by the lesser of actual month-end AHT or KPI AHT, and dividing through by
[*] to get minutes.







	13.	 	Significant Changes. When significant changes occur to the processes utilized to provide
services, T-Mobile has the right to request information related to compliance and execution of
such changes.







	14.	 	KPI’s. The KPI’s for Services performed hereunder shall be effective for purposes of
bonus/penalty adjustments to the invoice, as set forth in Exhibit B.







	 	14.1.	 	Service Level. Inbound Smart Access/ Pay in Advance customer service calls:
[*] percent of the monthly calls offered shall be answered within [*] seconds.

	 
	 	14.2.	 	Call Volume. StarTek shall answer the call volume provided in the Final
Forecast. Handled call volume that exceeds the Final Forecast by [*]% for any [*]
interval, where service level is not met, will not be included in the monthly KPI
calculation for Service Level.

	 
	 	14.3.	 	Call Quality. According to the results from the call quality observation
process, as described below, with a minimum score of [*] or higher.







	 	14.3.1.	 	For the purposes of ensuring Call Quality, StarTek and T-Mobile shall measure the
agents’ call quality using the following types of observations:







	 	14.3.1.1.	 	T-Mobile observation

	 
	 	14.3.1.2.	 	StarTek operations observation ([*] per agent/month);

	 
	 	14.3.1.3.	 	StarTek quality observation ([*] per agent/month)







	 	14.3.2.	 	KPI performance is based upon T-Mobile scores only, whereas the function of the
StarTek operations and quality observations is to provide immediate and monthly
feedback to agents and StarTek management.

	 
	 	14.3.3.	 	For the purposes of billing, the scores for all of these observations will be
amalgamated and a weighted average monthly score shall be calculated. The StarTek
operations and StarTek quality observations must each be calibrated to within [*] (such
as StarTek with a [*] against [*] for T-Mobile) of T-Mobile monthly weighted score. If
either the StarTek operations or the StarTek quality observation is not calibrated to
within [*] (such as StarTek with a [*] against [*] for T-Mobile) of the T-Mobile score,
the non-calibrated by-group will not be included in the billable quality score for the
month. T-Mobile may provide written approval of exception to this section 14.3.3 given
the number of outsourced issue tickets on T-Mobile observations.





 


 









 





	 	14.3.4.	 	Calibration. StarTek operations managers shall attend the monthly T-Mobile
calibration sessions for the line of business.

	 
	 	14.3.5.	 	The call quality observation form to be used in this process shall be provided by
T-Mobile. Results shall be used to provide both immediate and monthly feedback to
agents and StarTek management. StarTek will make best effort to provide each agent with
feedback/coaching within 24 hours of being monitored by T-Mobile, StarTek quality team
or StarTek operations. StarTek shall keep written documentation of each agent session,
signed by the agent, and available for review by T-Mobile upon request. The call
quality scoring criteria used by StarTek will match that used by T-Mobile. StarTek must
achieve a minimum voice quality score of [*]. Call monitoring feedback sessions will
be held between the agent and the agent’s direct supervisor. Any monitored calls using
profanity or customer abuse as determined by T-Mobile will result in immediate,
unchallenged agent termination from the T-Mobile program.







	15.	 	Reports. StarTek shall provide T-Mobile with standard call count reports and performance
reports on a daily basis (Monday through Friday) by [*] EST for the previous day, weekly by
[*] [*] EST for the previous week, and monthly by the [*] business day of the month by [*] EST
for the previous month. The reports shall be in the format and contain the information
mutually agreed upon between StarTek and T-Mobile. StarTek shall provide report cards
reflecting measurements of the KPIs and all of the above metrics within [*] days of each month
end. All reporting fed by data from the switch is considered standard and is not subject to
non-standard report development costs. Hourly lines of business must have agent detail
payroll reports to substantiate that billable hours do not exceed actual hours worked.
T-Mobile and StarTek shall mutually agree upon any other reports and the cost associated with
the development of those reports. T-Mobile agrees to follow the change management process
defined by StarTek and agreed to by T-Mobile when requesting changes to reports or additional
information. If T-Mobile requires material format changes to T-Mobile standard reports,
T-Mobile will be required to compensate StarTek for the development costs, based upon the rate
outlined in the Pricing Schedule set forth in Section 25 of this Statement of Work and will be
estimated by StarTek and approved by T-Mobile prior to invoicing.







	16.	 	Monitoring. T-Mobile shall have the right, to the extent permitted by law and at no
additional expense, to monitor at any time (either on-site or remotely) customer contact calls
and/or specific agents to ensure compliance with performance, operational and quality control
standards. StarTek must provide T-Mobile with a remote monitoring solution. There are two
quality monitoring options required: a secured website and a dialup using an 800 number.
StarTek would manage the Website, posting calls within [*] hours of being captured. T-Mobile
requires a minimum of [*] calls per agent per month on the website. The dialup using an 800
number must have the ability to monitor random calls as they come into the queue, or by
locating specific agents by extension.







	 	A.	 	Holidays. StarTek shall observe the following holiday schedule based upon which
country the facility resides in. T-Mobile shall compensate StarTek for holiday rates as
identified in the Pricing Schedule set forth hereunder when applicable to the location
where work is performed. Holiday rates apply to the actual holiday only.






	 	 	 
	Canadian Holidays
	 	US Holidays
	 	 	 
	New Year’s Day (Jan 1)
	 	New Year’s Day (Jan 1)
	 	 	 
	Victoria Day (Monday prior to May 25)
	 	Memorial Day (last Monday in May)
	 	 	 
	Canada Day (July 1)
	 	Fourth of July (July 4)
	 	 	 
	Labour Day (first Monday in September)
	 	Labor Day (first Monday in September)
	 	 	 
	Thanksgiving Day (2nd Monday in October)
	 	Thanksgiving Day (4th Thursday in November)
	 	 	 
	Christmas (December 25)
	 	Christmas (December 25)







 


 









 








	17.	 	System Downtime; Force Majeure.







	 	17.1.	 	In the event StarTek determines that system maintenance is necessary, StarTek will
notify T-Mobile of the need for such maintenance [*] business days prior to the
maintenance, and will obtain the prior written approval of T-Mobile to schedule the time
and duration of such maintenance. All routine maintenance shall be scheduled during
off-peak system hours. In no event shall disclosed and approved interruption of Services
for system maintenance constitute a failure of performance by StarTek if performed in
accordance with this Section 17. StarTek shall promptly report to T-Mobile any StarTek
system failures, including the duration and impact.

	 
	 	17.2.	 	Except for T-Mobile’s obligation to make payments for services actually performed,
each Party’s failure to perform shall be excused where such failure is a result of causes
beyond its reasonable control. Such causes shall include without limitation acts of God,
strikes, lockouts, riots, acts of war, epidemics, governmental regulations imposed after
the fact, fire, communication line failures of third parties, vandalism, power failures by
third parties, cables cut by third parties, earthquakes, floods or other similar
catastrophes, terrorist activities, failure of the T-Mobile system or the Internet not
related to StarTek’s actions or inactions, any law, order, regulation, direction, action or
request of any governmental entity or court or civil or military authority having
jurisdiction over either of the parties, national emergencies, insurrections, riots, wars,
strikes, lock outs, or work stoppages. In the event of failures to perform for [*] days or
more as a result of a force majeure, either Party may terminate the Agreement by giving
written notice to the other Party. Any such notice of termination shall be effective upon
receipt.

	 
	 	17.3.	 	Notwithstanding the foregoing or anything in the Agreement to the contrary, StarTek
shall take commercially reasonable steps to ensure that the Services shall continue without
interruption due to StarTek systems failure during the term of the Agreement by
implementing security features and disaster recovery plans reasonably necessary to provide
the Services with an up-time of [*]%(not including scheduled maintenance), which shall
include appropriate redundant equipment, software and systems, alternate means of call
routing, backup call allocation, backup generator power and the like. The components and
execution of this plan must be reviewed, updated, and tested semi annually and results
reported to T-Mobile.

	 
	 	17.4.	 	Where downtime is a result of T-Mobile USA system failure, amounts payable to StarTek
shall be based upon the [*]% clause in Section 3.12.2. Where actual AHT is unavailable due
to zero volume, the lesser of [*]% KPI AHT and actual AHT from the same interval and same
day the week previous will be substituted.

	 
	 	17.5.	 	Where downtime is a result of StarTek system failure outside the definitions provided
for in Section 17.2, and StarTek is unable to accept the call volume T-Mobile is otherwise
prepared to provide it, for the purposes of determining KPI penalties, StarTek will use the
forecasted volume to determine service levels for those intervals..







	18.	 	Allocation of Resources. T-Mobile acknowledges that upon the occurrence of a force majeure
event or in instances of unusually high demand, demands on StarTek’s facilities may exceed
such facilities available capacity. In any such instance, StarTek shall, upon written notice
to T-Mobile, be entitled to equitably prioritize Services and otherwise curtail utilization of
its facilities in a manner so that any degradation to the Services provided to T-Mobile is
(unless agreed otherwise by T-Mobile in writing) no greater than the level of degradation
experienced by StarTek’s other customers. Upon the request of T-Mobile, StarTek shall provide
T-Mobile with reasonable evidence of its compliance with the foregoing.







	19.	 	Recruiting Requirements. StarTek recruiting efforts shall meet the following requirements in
the selection process of all personnel hired to perform the T-Mobile USA services as describe
in this SOW. T-Mobile reserves the right to audit the selection process.







	 	19.1.	 	A mutually approved customer service assessment

	 
	 	19.2.	 	A behavioral interview





 


 









 





	 	19.3.	 	Background checks, which shall include criminal records, are required and shall be
completed before employment. Costs incurred for background checks associated with such
criminal records shall be StarTek’s responsibility.







	20.	 	Staffing Requirements. StarTek agrees to maintain the following staffing ratios: production
agents to coach at [*]; agent to trainer [*]: agent to QA at [*]. StarTek agrees that all
managers shall be full-time StarTek employees. Subject to Section 21.1, StarTek will ensure
that each person assigned to a function has the necessary functional and T-Mobile-related
training to successfully perform the function. StarTek must provide specific agent information
up to what the law allows. Information required includes agent name, agent ID, start date on
T-Mobile line of business, assessment scores, termination date from T-Mobile line of business,
quality average.







	21.	 	All support functions such as StarTek quality, instructional analysts, and trainers must be
housed within the site where the work for this line of service is being performed unless
otherwise agreed to in writing by T-Mobile.







	 	21.1.	 	In addition, before a function is performed by an individual assigned to that
function, StarTek shall verify that the necessary skills have been attained through the use
of certification of skills program. If T-Mobile reasonably requests StarTek to remove any
personnel performing Services pursuant to this Agreement, StarTek shall promptly comply
with such request, within [*] hours. In support of this process, StarTek will do the
following:







	 	21.1.1.	 	Team leaders/supervisors shall go on-line to support customer calls each week for at
least [*] calls per day (approximately [*] per week) to maintain their skills. The
remainder of their time shall be used to support agent development, and to otherwise
assist StarTek employees to perform the Services.

	 
	 	21.1.2.	 	Quality Assurance specialists shall go on-line to support customer calls each month
for at least [*] calls per month (approximately [*] hours per month) to maintain their
skills.

	 
	 	21.1.3.	 	Managers, lead representatives, team leaders/supervisors and trainers must be
full-time employees of StarTek and must have completed T-Mobile National Standard
Curriculum Training.

	 
	 	21.1.4.	 	Supervisors will monitor a minimum of [*] calls per agent per week.







	22.	 	Fraud. StarTek shall implement and enforce T-Mobile policies and procedures as well as
StarTek’s own procedures to detect and prevent handset or credit card theft or other
fraudulent activity by an employee or agent of StarTek. StarTek shall cooperate with any
T-Mobile investigation into handset or credit card theft or other fraudulent activity by an
employee or agent of StarTek. If an employee or agent of StarTek is suspected of committing
handset or credit card theft or other fraudulent activity against T-Mobile, StarTek will
promptly notify T-Mobile of the suspected fraudulent activity and will provide T-Mobile with
information necessary to conduct an investigation, including but not limited to the employee
name, address, contact information, social security number, emergency contact address and
phone numbers, and any other information that will assist in investigation of the suspected
fraudulent activity. This information will be provided to T-Mobile within 48 hours of the
request from T-Mobile.







StarTek will assume all responsibility for handset theft, credit card theft or other
fraudulent activity by an employee or agent of StarTek or their failure to follow T-Mobile
policies and procedures. StarTek shall make restitution to T-Mobile for the losses incurred by
T-Mobile or its customers and shall remit payment to the following address:




T-Mobile USA, Inc.




Attn: [*], Sr. Manager of Investigations




794 Roble Road




Allentown, PA 18109


 


 









 






Restitution of handset theft shall be made to T-Mobile within [*] days of the date the
outsourced vendor receives an invoice for the notification of loss.




T-Mobile reserves the right to prosecute any employee or agent of StarTek that committed
fraud against T-Mobile or a customer of T-Mobile.




	23.	 	Billable Minutes: For purposes of this Agreement, “Billable Minutes “ is defined as:







	 	23.1.	 	Actual handled call volume multiplied by the actual AHT when [*]% or better forecast
is delivered to StarTek.

	 
	 	23.2.	 	In the event where less than [*]% of the forecast is delivered to StarTek, amounts
payable to StarTek shall be based on the methodology set forth in 3.12.2

	 
	 	23.3.	 	During system downtime as a result of a T-Mobile system failure, amounts payable to
StarTek shall be based upon, for those intervals, on the methodology set forth in 3.12.2.
Where actual AHT is unavailable due to zero volume, the lesser of [*]% of the KPI AHT and
actual AHT from the same interval and same day the week previous will be substituted.

	 
	 	23.4.	 	StarTek shall be paid an hourly rate as listed in Section 25 for the actual minutes of
processing downtime forms as detailed in the required ACD productivity reports displaying
time in code and number of forms processed. .

	 
	 	23.5.	 	During system downtime as a result of a StarTek failure outside the definitions
provided for in Section17.2, and StarTek is unable to accept the call volume T-Mobile is
otherwise prepared to provide it, for the purposes of determining KPI penalties, StarTek
will use the forecasted volume to determine service levels for those downtime intervals.

	 
	 	23.6.	 	Overtime will be calculated by interval using the following formula: interval handled
call volume in excess of [*]% multiplied by the lesser of [*]% of the KPI AHT and interval
AHT, and divided through by [*] to obtain the number of minutes. These are the billable OT
minutes where T-Mobile USA has solicited and provided written approval of overtime.







	24.	 	Service Levels /Breach of Service Levels. StarTek shall meet or exceed the Key Performance
Indicator Service Levels as provided in Performance Pricing Matrix in Exhibit B.
Starting six months after first call by StarTek under this Exhibit A-7, performance outside of
the neutral zone of the specified Key Performance Indicators will result in
increases/deductions to the overall price per minute as provided in Exhibit B.







	 	24.1.	 	In the event that StarTek negatively performs any of the Key Performance Indicators,
in performance subject to deductions in payment/pricing (not neutral or bonus-able
performance) as specified in Performance Price Matrix in Exhibit B, for a
consecutive period of [*] months, StarTek shall be in breach of this Agreement. StarTek
shall prepare a plan to cure the breach and shall have [*] days from the date of the first
date of failure in which to cure the breach. In the event that StarTek fails to cure the
breach within the [*] period from the date of the first date of failure, T-Mobile may
terminate the Agreement for StarTek’s breach.







	25.	 	Pricing Schedule. T-Mobile shall pay StarTek for Services as provided in the following
schedule.







	 	25.1.	 	Pricing. Base Rate is adjusted each month as set forth in the attached Exhibit D — Pricing.







	 	25.1.1.	 	Standard Base Rate: $[*] per [*]

	 
	 	25.1.2.	 	Holiday Rate: [*]% Standard Base Rate per [*]

	 
	 	25.1.3.	 	Overtime Rate: [*]% Standard Base Rate per [*]







 


 









 








	 	25.2.	 	Agent Training.







	 	25.2.1.	 	Initial and Program Extension: $[*]/hour

	 
	 	25.2.2.	 	Conversion training (movement from existing T-Mobile line of business to Smart
Access/ Pay in Advance): $[*]/hour

	 
	 	25.2.3.	 	Changes or modifications to the program or continuation training that exceeds [*]
hours/rep/month: $[*]/hour

	 
	 	25.2.4.	 	Training Delivery: [*]

	 
	 	25.2.5.	 	Training Development: [*]

	 
	 	25.2.6.	 	Reports: clerical development standard: [*]

	 
	 	25.2.7.	 	Non-Standard Reports Development: $[*]/hour

	 
	 	25.2.8.	 	Data Input of Downtime Forms: $[*]/hour

	 
	 	25.2.9.	 	Outbound Telecommunications: [*]






The Parties, intending to be legally bound, have caused this Statement of Work, Exhibit A-7,
to be executed by their authorized representatives on the dates set forth below. Executed as of
the Effective Date:



	 	 	 
	T-MOBILE USA, INC.

	 	STARTEK USA, INC.
	 
	 	 
	By: /s/ Betty Jones

	 	By: /s/ Patrick M. Hayes
	 
	 	 
	Name: Betty Jones

	 	Name: Patrick M. Hayes
	 
	 	 
	Title: VP Customer Care

	 	Title: COO
	 
	 	 
	Date Signed: 5/6/07

	 	Date Signed: 5/16/07