exv10w11xby






Exhibit 10.11(b)



Agreement No. SG021306.S.007



AT&T Services, Inc.

AT&T Order Management Center (OMC)

Contract

January 1, 2009




Proprietary and Confidential

This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third party representatives, and Supplier except under written agreement by the contracting Parties.




Confidential Treatment Requested

CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.




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Agreement No. SG021306.S.007





	1.0	 	Introduction
	 
		 	1.1 General Agreements
	 
		 	     1.1.1 This Contract between AT&T Services, Inc. (“AT&T”) and Synchronoss Technologies,
Inc. (“STI”) (“Contract”) is governed by the Master Services Agreement No. SG021306 (“MSA”)
dated September 1, 2005. The parties agree that the AT&T Online Order Management Center
(OMC) Contract, dated September 1, 2005 is terminated as of the Effective Date, provided,
any rights that accrued thereunder or under the Cingular eCommerce Statement of Work dated
July 16, 2003 and the “Appendix A: AWX Order Management Center (OMC) Contract”, dated July,
2003 as amended prior to the Effective Date shall survive termination. In the event of a
conflict between this Contract and the MSA, the terms of the Contract will govern. Contract
modifications need to be in writing, as well as mutually agreed upon by both parties in
accordance with the Change Control process documented in the MSA. This Contract shall be
effective as of January 1, 2009 (the “Effective Date”).
	 
		 	1.2 Definitions
	 
	 	 	“Channel” means a unique point of sale or containing unique services and/or transactions and
in either case requires an incremental dedicated infrastructure or environment. The need
for such incremental dedicated infrastructure or environment must be approved by AT&T. ***.
For example, the addition of a new Transaction type, which may require software
development, within an existing Channel does not constitute a new channel.
	 
	 	 	“Transaction” means a unique request received through the Order Gateway.
	 
	 	 	“ASP Solution” means the STI managed application services provider solution, which consists,
among other things, of the Order Gateway, Workflow Manager, Reporting Platform and IVR. The
ASP Solution is hosted by STI.
	 
	 	 	“Manual Processing” means processing of a Transaction that requires human intervention by
STI including; taking inbound calls and/or placing outbound calls, and using individuals to
manage and pursue to resolution issues related to Transactions.
	 
		 	1.3 Overview Program Scope
	 
	 	 	The scope of this Contract is to define the work activities, transaction pricing,
forecasting process, service level agreements and remedies associated with the Services
(defined below) performed by STI for AT&T’s eCommerce organizations (“AT&T eCommerce”).
	 
	 	 	STI’s shall provide its ASP Solution to streamline the back office management process
relating to the sale of wireless and wireline telecommunications services by AT&T eCommerce,
improve cycle times for such sales, reduce the transaction cost per subscriber and create an
exceptional customer experience. STI’s ASP Solution will enable STI to manage AT&T
eCommerce’s business objectives. STI shall provide the following services (“Services”)
under this Contract:






	 	•	 	The process, tools and organizations that support AT&T eCommerce transaction
management. Transaction management includes, but is not limited to:






	 	•	 	automated Transactions through the Order Gateway
	 
	 	•	 	Manual Processing






	 	•	 	Operational metrics and executive reporting.





Proprietary and Confidential

This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third party representatives, and Supplier except under written agreement by the contracting Parties.




Confidential Treatment Requested

CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION.




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Agreement No. SG021306.S.007





	 	•	 	The configuration management, hosting and Tier 1-3 support of the Order
Gateway (defined and described in Section 4.1 below), Workflow Manager (defined and
described in Section 4.2 below), Reporting Platform (defined and described in Section
4.3 below), Integrated IVR Solution (defined and described in Section 4.4 below),
and Email Manager (STI’s system for tracking and responding to emails).
	 
	 	•	 	IT Professional Services (defined and described in Section 9.3 below).






	2.0	 	Service Term
	 
	 	 	The term of this Contract is three (3) years from the Effective Date (the “Initial Term”).
AT&T shall have the right to renew this Contract for *** additional one (1) year terms by
providing written notice to STI at least *** prior to the end of such Initial Term or such
renewal term.
	 
	3.0	 	OMC — ASP Program
	 
	 	 	STI shall establish and manage scalable, reliable and flexible Order Management Center
(“OMC”) for operations. STI shall focus on meeting service level agreements (“SLAs”) for
sales transaction processing, inbound call handling and customer contacts for AT&T
eCommerce. STI shall adhere to all of AT&T eCommerce’s business processes and security
standards in performing its OMC Services to ensure a seamless AT&T branded customer
experience. STI shall support business from AT&T eCommerce consumer and business customers.
	 
		 	3.1 Transaction Processing
	 
	 	 	The primary source of Transaction volumes will be generated from AT&T eCommerce front-end
clients (e.g., eCommerce (wireless and wireline) and eCommerce Premier). STI shall utilize
the STI OMC to strive to consistently deliver at or above the SLA commitments. The STI OMC
operating hours will be flexible to support the overall AT&T eCommerce objectives. The OMC
will operate seven days a week and will support the hours of operation required by AT&T
eCommerce, including 7x24 OMC support.
	 
		 	3.2 Order Management Center Work Flow
	 
	 	 	STI shall strive to consistently meet a *** cycle time from “click (order) to call” for
the Transactions types identified herein, in accordance with AT&T’s requirements. In order
to accomplish this, STI will strive to streamline the process by reducing the number of
manual handoffs in the current process. In addition, STI’s OMC agents will manage all
inbound and outbound customer contacts associated with AT&T eCommerce Transactions. The OMC
will leverage STI’s integrated suite of the products described in Section 4.0 of this
Contract to meet and exceed SLA objectives.
	 
	4.0	 	STI OMC
	 
		 	4.1 Order Gateway
	 
	 	 	STI shallprovide AT&T with an order gateway (“Order Gateway”). The Order Gateway is the
transaction hub-and-spoke operation supporting all AT&T transactions. The Order Gateway
interfaces with front-end web clients, validation services, as well as back-end systems of
record for flow through automated processing. The Order Gateway provides a single platform
for fulfilling multiple transactions across all technologies.





Proprietary and Confidential

This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third party representatives, and Supplier except under written agreement by the contracting Parties.




Confidential Treatment Requested

CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION.




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Agreement No. SG021306.S.007





		 	4.2 Workflow Manager
	 
	 	 	The “Workflow Manager” is a web-based workflow tool for both business and consumer AT&T
eCommerce Transactions. This Workflow Manager is used to track fully automated transactions
and manage transaction fallout. STI utilizes the Workflow Manager to provide one unified
platform for managing all AT&T eCommerce Transactions. The key benefits are:






	 	•	 	A unified workflow and platform across all transactions
	 
	 	•	 	Provide visibility to online transactions in a single platform bringing together
multiple back office systems into a common workflow management tool






		 	4.3 Reporting Platform
	 
	 	 	STI shallprovide AT&T eCommerce with operational metrics and visibility to all transactions
flowing through the Order Gateway and Workflow Manager. STI will use the Reporting Platform
to provide data and metrics on a historical, daily and in real-time basis. The Reporting
Platform provides complete visibility for each step of the AT&T eCommerce transaction
management process. The following reporting tools are components of the Reporting Platform
and will be enhanced and managed by STI throughout the term of this OMC Contract:






	 	•	 	Real-Time Reporting (RTR) portal will provide visibility and fallout statistics as
transactions flow through the gateway and change status throughout the transaction
lifeccyle process.
	 
	 	•	 	Mobile reports that allow AT&T key business users to receive critical data on their
online transactions right to their Blackberry or data device.
	 
	 	•	 	Daily Operational Reports will provide analysis and trends for all data and voice
transactions






	 	 	STI shall provide the following KPIs to AT&T on a daily, weekly, monthly and quarterly
basis:






	 	a)	 	Total orders processed via the OMC
	 
	 	b)	 	Total orders processed through Order Gateway, fallout error queue, etc
	 
	 	c)	 	Total order received and total orders entered by the order center cut off
time
	 
	 	d)	 	Total orders entered and not fulfilled by the OMC
	 
	 	e)	 	Total orders activated, shipped and cancelled
	 
	 	f)	 	Total orders in queue to be processed at the OMC (real-time)
	 
	 	g)	 	Real-time order status tracking throughout the life cycle of an order.
Identify order process flow constraints
	 
	 	h)	 	Number of Transactions Received by Order Gateway






	 	•	 	This report shows the total number of orders received by the Order Gateway
trended over time intervals.






	 	i)	 	Number of Transactions Processed by Order Type, Order Center, and Service
Representative






	 	•	 	As the Order Gateway receives orders, they will be directed to various
Order Centers. This report shows the total number of Orders processed by
Order Center, Order Type, and Service Representative trended over time
intervals.






	 	j)	 	Number of Failed Transactions





Proprietary and Confidential

This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third party representatives, and Supplier except under written agreement by the contracting Parties.




Confidential Treatment Requested





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Agreement No. SG021306.S.007




	 	•	 	This report will show the total number of failed Transactions along with
the corresponding reason code at any given time.






	 	k)	 	Number of Orders by Queue






	 	•	 	As the Order Gateway receives orders, they will be put in queues for
processing. This report shows the total number of orders, in the Queue, at
any given time.






	 	l)	 	Time Spent by Orders in Queue






	 	•	 	This report shows the shortest time, longest time, and the average time
spent by orders in queues trended over time intervals.






	 	 	Additional reports will be deployed during the term of this Contract after formal
requirements are developed and mutually agreed to by both parties.
	 
		 	4.4 Integrated IVR Solution
	 
	 	 	STI will provide AT&T with a voice and/or DTMF enabled IVR that meets or exceeds AT&T’s
requirements. The IVR will provide AT&T with call queueing capabilities, inbound call load
balancing, customer self service and reporting capabilities. The IVR is a key product in
managing customer contacts and managing the call to order ratio for the OMC. The IVR will
be developed and managed by STI.
	 
	5.0	 	Order Gateway and Order Manager Hosting
	 
	 	 	STI shall use the Order Gateway and Workflow Manager to provide AT&T with a standard
environment for the two initial AT&T eCommerce Channels interfacing with the Order Gateway.
In addition to hosting the application, STI will provide Tier 1 —3 support for this
environment including;
	 
	 	 	Tier 1 — NOC
	 
	 	 	Synchronoss’ Network Operations Center (NOC) provides first level support for all system
related issues. The NOC monitors all Synchronoss systems 24x7 utilizing an array of network
an application management tools. The NOC also provides first line support for all end user
questions and application account management requests.
	 
	 	 	Tier 2 — MDF
	 
	 	 	The Synchronoss Managed Data Center Facility (MDF) team consists of DBA’s, UNIX Sys Admins
and Network engineers that provide second level support for all system-related issues. The
MDF team works directly with the NOC to respond to any system generated alerts or end user
reports of system issues or anomalies. The MDF team will address any issues related to
system performance, hardware failures, OS and DBMS tuning and system configuration.
	 
	 	 	The MDF team will also work with our customers to define and configure system integration
points like VPN, shared security keys etc.
	 
	 	 	Tier 3 — Application Support / R&D
	 
	 	 	The Synchronoss Application Support and R&D team works directly with the NOC and MDF teams
to address any issues related to application performance or functionality that require
development support. This team will participate in troubleshooting efforts that may point to
code related or system integration issues and will develop any software patches/fixes
required to address systems issues.





Proprietary and Confidential

This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third party representatives, and Supplier except under written agreement by the contracting Parties.




Confidential Treatment Requested





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Agreement No. SG021306.S.007





		 	5.1 Hosting Requirements
	 
	 	 	STI will provide and maintain all facilities, including: physical premises, server(s),
database server(s), firewall(s), Internet connectivity and any other facilities required to
support the Order Gateway and Order Manager.
	 
	 	 	STI will provide to AT&T a list of all hardware, software and equipment located at STI’s
premise as of the Effective Date and annually thereafter that will be used to perform the
Services required under this Contract. STI shall provide sufficient hardware, software and
equipment to ensure ***% availability of the Services.
	 
	 	 	5.2.A Secure Environment
	 
	 	 	The premises, hardware, and application will be accessible only to authorized personnel.
***
	 
		 	5.2 Access Security
	 
	 	 	STI shall adhere to all AT&T access control requirements as defined in Section 4.1 Access of
the MSA. STI utilizes a combination of access control ***.
	 
		 	5.3 Security and Privacy
	 
	 	 	In the event STI receives AT&T Data, including AT&T Customer Information, (as defined in the
MSA), STI shall not use such AT&T Data for any purpose other than the fulfillment of STI’s
obligations of this Contract. STI shall not provide such AT&T Data to any third-party
(other than STI’s contractors who have a need to know such information in connection with
performing Services on STI’s behalf hereunder and have agreed in writing to keep such AT&T
Data confidential and abide by the other obligations applicable to STI hereunder, in which
case STI represents and warrants that it assumes all OMC Contract obligations on behalf of
its contractors) for any reason, unless specifically authorized in writing by AT&T;
provided, however, if STI is required to produce such AT&T Data to comply with any legal,
regulatory or law enforcement requirement or law enforcement investigations, STI may do so
after providing AT&T i) prior written notice of its intent to produce the AT&T Data and ii)
an opportunity to seek a protective order or similar mechanism to prevent disclosure as AT&T
deems necessary. STI shall comply with the AT&T security or privacy requirements in effect
at any time during the term of this Contract; provided such requirements are provided to
STI. The current AT&T security or privacy requirements are set forth in Section 4.5 of the
MSA, “AT&T Supplier Information Security Requirements (SISR)” and Appendix O — Security
Attachment (SISR) of the MSA. In the event such requirements are modified, AT&T shall
provide such modifications to STI in writing. Such requirements include, but are not
limited to, compliance with AT&T’s privacy policy, including the restrictions on the use of
cookies and web beacons, requirements to encrypt customer information in a certain manner
and requirements to store customer and other AT&T information in a certain manner. At a
minimum, STI will undertake the following measures to ensure the security of all AT&T Data
and other AT&T information:






	 	•	 	***
	 
	 	•	 	***
	 
	 	•	 	***
	 
	 	•	 	***





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This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third party representatives, and Supplier except under written agreement by the contracting Parties.




Confidential Treatment Requested

CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION.




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Agreement No. SG021306.S.007




	 	•	 	***
	 
	 	•	 	***
	 
	 	•	 	***
	 
	 	•	 	***






		 	5.4 Environmental Standards
	 
	 	 	STI represents and warrants that any hardware required to perform the Services under this
Contract will be protected from damage by:






	 	•	 	***
	 
	 	•	 	***






	 	 	In the event of a loss of commercial power, the facility is connected to *** capable of
supporting the STI Managed Data Facility located in *** (“MDF”) for no less than ***.






		 	5.5 Monitoring
	 
	 	 	The following monitoring tools and practices will be provided by STI.






	 	a)	 	***
	 
	 	b)	 	***
	 
	 	c)	 	***
	 
	 	d)	 	***






	 	 	The production system will reside in the STI MDF. The MDF is equipped with ***.
	 
		 	5.6 Backups
	 
	 	 	STI shall automatically backup Data and applications ***. STI shall provide a real-time
mechanism to ensure the safety and integrity of Order Gateway data. On the ***. The backup
is an automated process. Additionally, the backup from *** is stored ***. ***.
	 
	6.0	 	Disaster Recovery (DR)
	 
	 	 	STI shall provide a disaster recovery solution for the all Services required under this
Contract that enables rapid restoration of all functions of the system in event of a
long-term service disruption to the STI MDF. This section provides an overview of the
infrastructure required to support the disaster recovery solution as well as the service
levels associated with the solution.
	 
		 	6.1 DR Solution Overiew
	 
	 	 	STI shall leverage its *** to provide a highly available system that will restore STI’s ASP
Solution to full service within *** of a total service outage





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This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third party representatives, and Supplier except under written agreement by the contracting Parties.




Confidential Treatment Requested

CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION.




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Agreement No. SG021306.S.007





	 	 	in its *** facility. STI will place the current *** in the *** facility as the core
component of this solution. This environment will be augmented to provide sufficient server
hardware and software to be a functional equivalent to the current production environment in
terms of handling order volume and user load. The *** will contain a full compliment of
network infrastructure including firewalls, load balancers and high-speed switches to ensure
all network connectivity is equivalent to production as well.
	 
	 	 	A *** will be implemented to ensure that a full copy of the production database is
maintained in the *** at all times. In the event of a total service disruption in the ***
facility, the *** will be reconfigured to access the production database and provide the
production instance of the STI ASP Solution.
	 
		 	6.2 DR Service Levels
	 
	 	 	STI shall meet or exceed the following DR solution service levels:






	 	•	 	Service restoration time: ***
	 
	 	•	 	System performance level: equal to production in terms of user and order volume
	 
	 	•	 	System SLA’s: same as for production (Attachment B). System will conform to the
requirements of Section 5.0 of this document






	 	 	NOTE: This solution will rely on the existing dedicated, private circuit (e.g. friends net
connection) between STI’s Bridgewater, NJ office and AT&T’s designated facilities.






	 	•	 	DR test will be performed *** times *** at a mutually agreed to time by both
parties.






	7.0	 	Manual Processing






	 	7.1	 	For each of the *** Channels initially governed under this Contract *** and
***, AT&T or its designated third party, at its sole discretion, may elect to perform
Manual Processing for up to **% (the “Initial Manual Processing Percentage”) of the
Manual Processing for Transactions processed through the Order Gateway for such Channel
during a ***. In the event AT&T wants to make such election prior to the Effective
Date, AT&T shall notify STI in writing on or before the date this Contract is executed,
by the later of AT&T and STI, the actual percentage of Manual Processing it intends to
assume. In the event AT&T wants to make such election after the Effective Date, AT&T
shall notify STI via the forecasting process identified in Attachments A-1 and A-2 the
actual percentage of Manual Processing it intends to assume. In the event AT&T elects
for AT&T or such third party to provide such Manual Processing for such Channel, STI
will provide AT&T, or third party employees and contractors who will be performing such
Manual Processing access to the ASP Solution and related STI system(s) access solely to
perform such Manual Processing for such Channel *** after AT&T notifies STI; provided,
however, if AT&T makes such election on or before the date this Contract is executed by
the later of AT&T or STI, STI will provide such access on *** after the date this
Contract is executed by the later of AT&T and STI. In addition, each employee or
contractor of AT&T or such third party who will access the ASP Solution or related STI
system(s) shall agree in writing to comply with STI’s information security
requirements. In the event AT&T makes such





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This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third party representatives, and Supplier except under written agreement by the contracting Parties.




Confidential Treatment Requested

CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION.




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Agreement No. SG021306.S.007





	 	 	 	election, STI will work with AT&T to ensure that the agreed upon allocations for such
Channel(s) are implemented per this Contract.
	 
	 	 	 	In the event AT&T makes such election and exceeds the percentage of Manual Processing
set forth above in any ***, STI will not penalize AT&T for any such overage and, in
such case, the parties will promptly upon determining such overage, meet and
negotiate in good faith a process to move toward the then applicable percentage of
Manual Processing AT&T should be handling pursuant to the terms of this OMC Contract.
	 
	 	7.2	 	In the event that STI fails to achieve (i) the same Manual Processing SLA (as
defined below) for any Channel in any *** or ***, or (ii) two (2) or more Manual
Processing SLA’s for a Channel in any *** or ***, AT&T may elect to have AT&T or its
designated third party perform Manual Processing for such Channel for more than the
Initial Manual Processing Percentage (up to ***%) of the Transactions processed
through the ASP Solution. For purposes of this Agreement, Manual Processing SLA for
each Channel shall have the meaning ascribed to such term in the SLA Attachment B
specific to such Channel.
	 
	 	7.3	 	In the event that AT&T elects to perform the Manual Processing itself or
through a third party for a Channel in excess of the Initial Manual Processing
Percentage and STI does not have the appropriate skill sets or such bid is at a lower
cost than STI, STI shall have the opportunity to review the bid (subject to any
non-disclosure issues) and determine if STI meets the same cost and/or skill set
requirements as such bid. Promptly after receiving such bid, AT&T shall provide STI
with the necessary information relating to such bid (including pricing and resources)
for STI to make such determination; provided, however, AT&T shall not be required to
provide any information which would cause it to violate its confidentiality
obligations to a third party. STI shall take information provided by AT&T at face
value in connection with such determination. In connection with such mutual
evaluation, the parties shall determine whether such bid and STI’s current resources
for such Channel:






     (a) Are for substantially similar Manual Processing services (E.g. ***) as
provided hereunder




     (b) Have substantially similar productivity or occupancy (e.g., ***) as
provided hereunder




     (c) Have substantially similar training costs (E.g., ***)




     (d) Include substantially similar scope of services and including associated
cost components (e.g. ***



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This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third party representatives, and Supplier except under written agreement by the contracting Parties.




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Agreement No. SG021306.S.007





     (e) Have substantially similar material contractual terms and conditions
(E.g. ***) provided hereunder




	 	 	 	Within *** (“Evaluation Period”) of receiving the necessary information from AT&T,
STI shall provide written notice to AT&T whether it will (i) perform Manual
Processing for such Channel on the same terms as set forth in such bid immediately
upon completion of such evaluation within Evaluation Period, (ii) allow AT&T or such
third party to assume such Manual Processing for such Channel as provided in such
bid, or (iii) escalate to its respective executives in accordance with the provision
below. In the event that STI does not provide written notice to AT&T within such
***, STI will be required to immediately perform such Manual Processing for such
Channel on the same terms as set forth in such bid.
	 
	 	 	 	In the event that STI and AT&T do not agree on the results of such evaluation, the
President of STI and an Officer of the respective division of AT&T shall meet to
resolve such dispute within *** of the conclusion of the Evaluation Period. In the
event that such executives cannot resolve such dispute, STI shall provide the third
party which provided such bid or AT&T internal resources the same access to perform
such Manual Processing for such Channel as provided in Section 7.1 above.
	 
	 	7.4	 	In the event that AT&T is entitled to increase the amount of its Manual
Processing in accordance with Section 7.2 or 7.3 above, the parties shall meet
promptly to agree on a plan to initiate the performance of such services by AT&T or
its designated third party provider to complete such transition within *** of the
Evaluation Period unless mutually agree to a longer or shorter period. AT&T will be
responsible for formally communicating to STI the percentage allocation they are
ultimately targeting to achieve in connection with the transition of such Manual
Processing. STI will then work with AT&T to implement the identified allocation
percentage in ***. (e.g., ***). STI shall provide reasonable assistance to AT&T in
connection with such transfer provided at no incremental fee except that if any
professional services for AT&T or such designated provider are required, STI shall
provide such reasonable professional services at STI’s rates provided herein. Any
transition to AT&T or third party of Manual Processing in accordance with Section 7.2
or 7.3 above shall have no effect on the Technology Fees or Hosting Fee provided
below.






	8.	 	Hosting






	 
	 	 	 	In the event that STI fails to achieve (i) the same Hosting SLA (as defined below)
for any Channel in any (a) *** or (b) *** or (ii) *** Hosting SLA’s for any Channel
in any (a) *** or (b) ***, AT&T may elect to provide the hosting services (at its
sole cost) required to be provided by STI in accordance with Section 5.1 above for
such Channel, and in the event AT&T provides such hosting services for such Channel,
AT&T shall no longer be required to pay any Hosting Fee (as provided in Section 9.2
below) for such Channel thereafter. For purposes of this





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CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION.




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Agreement No. SG021306.S.007




	 
	 	 	 	Agreement, Hosting SLA for each Channel shall have the meaning ascribed to such
term in the SLA Attachment B specific to such Channel.






	9.	 	Pricing






	 	9.1	 	Technology Fee
	 
	 	 	 	On or about the ***, STI shall provide AT&T with its calculation of the number of
Transactions processed by STI through the Order Gateway during the *** immediately
preceding such *** (the “*** Actual Transactions”), and the Technology Fee due for
such *** in accordance with Table 9.1 below. For avoidance of doubt the Technology
Fee covers the ***, ***. For each such ***, the *** Technology Fee shall be equal to
the product of ***. The Technology Fee covers all costs related to the maintenance
and support of STI’s systems to support the ASP Solution.
	 
	 	 	 	Table 9.1 Technology Fee





	 	 	 	 	 
	Band	 	Annual Transactions	 	Technology Fee ***
	1
	 	***
	 	***
	2
	 	***
	 	***
	3
	 	***
	 	***
	4
	 	***
	 	***
	5
	 	***
	 	***
	6
	 	***
	 	***
	7
	 	***
	 	***
	8
	 	***
	 	***
	9
	 	***
	 	***
	10
	 	***
	 	***
	11
	 	***
	 	***
	12
	 	***
	 	***
	13
	 	***
	 	***
	14
	 	***
	 	***
	15
	 	***
	 	***
	16
	 	***
	 	***
	17
	 	***
	 	***
	18
	 	***
	 	***
	19
	 	***
	 	***







	*	 	Note: Band 19 Technology Fee is calculated by ***. This resulting sum ***. For
example ***.
	 
	 	 	Initially, the calculation of the ***Actual Transactions shall be based on the
initial *** Channels ***). In the event that additional Channels are added by the
Parties, for the first year of such





Proprietary and Confidential

This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third party representatives, and Supplier except under written agreement by the contracting Parties.




Confidential Treatment Requested

CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION.




11









 






Agreement No. SG021306.S.007




	 	 	Channel, the number of Transactions with respect to such Channel shall be *** in
calculating the *** Actual Transactions. For example, ***. For example, ***.
Commencing in the second year, Transactions for such Channel shall be calculated in
the same manner as other Channels, ***.






	9.2	 	Hosting Fee
	 
	 	 	For each Channel, AT&T shall pay STI an annual hosting fee of ***.

In the event that AT&T requests that STI increase its capacity by greater than ***
its forecasted capacity for STI to process Transactions over the next ***, then the
Parties will work together through the Change Control process documented in the MSA
with respect to the increased equipment or infrastructure required for STI to acquire
to increase such capacity and to mutually determine if any additional fees are
applicable. Any such increase in transaction estimates provided by AT&T will follow
the existing Technology Fees set forth in Table 9.1 above without incremental cost to
AT&T.
	 
	9.3	 	IT Professional Services Fee
	 
	 	 	In each year of the Initial Term, AT&T shall pay to STI *** for *** of IT
professional services annually to be performed by STI at AT&T’s sole discretion and
direction, payable in equal monthly installments. STI agrees that projects will be
scoped in a manner consistent with professional industry practices, and that projects
with equivalent scope will be priced comparably. STI shall provide detailed
documentation of proposed and actual utilization of hours as agreed by the parties.
In the event, AT&T requests that STI provide more than *** of IT professional
services in any year, STI shall charge AT&T a fee of *** for such IT professional
services; provided, however, in the event that in any prior year, STI did not provide
at least *** of IT professional services, AT&T shall be able to utilize such unused
hours in later years for any IT professional services during the Initial Term prior
to STI charging AT&T for any hours in excess of *** of IT professional services for
such year; provided in no event shall AT&T be entitled to use any such hours ***. In
the event that AT&T exercises its right to renew the Contract for additional one (1)
year terms, AT&T shall notify STI at least *** prior to the end of the Initial Term
or such renewal term whether it wishes to renew its commitment of IT professional
services of ***. In the event that AT&T does not exercise such option, the parties
shall work together to negotiate in good faith new rates for such IT professional
services, which rate shall not exceed ***. In no event shall STI use any third
party located outside the United States for any IT professional services without
AT&T’s prior written consent.
	 
	 	 	Travel and living expenses (e.g.: airfare, hotel, car, meal, phone) associated with
IT professional services will be pre-approved per AT&T travel policy as documented in
the MSA and billed back to AT&T at cost. These amounts will be in addition to the
annual IT professional services commitment set forth above.





Proprietary and Confidential

This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third party representatives, and Supplier except under written agreement by the contracting Parties.




Confidential Treatment Requested

CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION.




12









 






Agreement No. SG021306.S.007




	 	 	Notwithstanding anything to the contrary, AT&T shall provide STI with the opportunity
to provide at least one (1) release annually dedicated to performance refactoring and
scalability enhancements. Such release(s) shall be at no cost to AT&T and shall not
be part of the annual IT professional services commitment referenced above or
constitute a remedy for STI’s failure to miss an SLA.






	10.0	 	Related Documents






	 	1.	 	Attachment A-1 — AT&T *** Pricing
	 
	 	2.	 	Attachment A-2 — AT&T *** Pricing
	 
	 	3.	 	Attachment B-1 — AT&T *** SLA and Remedies
	 
	 	4.	 	Attachment B-2 — *** SLA and Remedies






	11.0	 	Additional Channels
	 
	 	 	AT&T may add additional Channels (which may be outside of AT&T eCommerce) to this Contract at
the same terms and conditions, except that AT&T may perform up to ***% of the Manual
Processing for additional Channels and in the event a new Channel requires material changes to
the STI systems architecture and costs significantly less than or greater than the systems
architecture that exists on the Effective Date for an individual Channel, STI shall inform
AT&T of the cost variance and the parties shall work together to determine whether or not to
increase or decrease the Hosting Fee set forth in Section 9.2 for such new Channel.
	 
	 	 	For example ***.
	 
	12.0	 	Signoff Sheet
	 
	 	 	IN WITNESS WHEREOF, this Agreement is executed by the duly authorized representatives of the
Parties.





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Synchronoss Technologies, Inc.	 	 	 	AT&T Services, Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Signature:

	 	 	 	 	 	 	 	Signature:	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 	 	 	 	 
	 	 	 	 
	 

	 	Name:
	 	 	 	 	 	 	 	Name:
	 	Tim Harden	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Title:
	 	 	 	 	 	 	 	Title:
	 	President — Supply Chain & Fleet Operations	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Date:

	 	 	 	 	 	 	 	Date:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 





Proprietary and Confidential

This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third party

representatives, and Supplier except under written agreement by the contracting Parties.




Confidential Treatment Requested

CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION.





13











 





Agreement No. SG021306.S.007




Attachment A-1




AT&T *** Pricing





	1.0	 	Manual Processing Pricing Schedule





This Attachment A-1 shall be an Attachment to the OMC Contract. This Attachment provides the
Manual Processing fees associated with the OMC Contract for the ***. The Manual Processing fees
in this Attachment go into effect on the Effective Date of the OMC Contract. Modifications to any
of the prices herein need to be in writing, and mutually agreed upon by both parties. Unless
otherwise provided, capitalized terms shall have the same meaning ascribed to them in the OMC
Contract.




1.1 Table 1 provides the fees associated with Manually Processing services in connection
with order processing for Transactions for the ***.



Table 1: OMC AT&T Manual Processing Fees — *** Processing:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Service	 	 	 	 	 	 	 	 	 	 	 	Cancelled
	Fee	 	AT&T	 	Service	 	 	 	Consumer	 	Each Line of
	Type	 	System	 	Fee ID	 	Service Charge	 	1st Line	 	Each Addtl	 	Service ( LOS )
	New Activation
	 	***	 	*O1	 	Postpaid  -	 	***	 	***	 	***
	 
	 	 	 	 	 	Workflow Mgr	 	 	 	 	 	 
	 
	 	***	 	O2	 	Prepaid  - Workflow Mgr	 	***	 	***	 	***
	New Activation
	 	***	 	O3	 	Postpaid - Workflow Mgr	 	***	 	***	 	***
	 
	 	***	 	O4	 	Prepaid - Workflow Mgr	 	***	 	***	 	***
	Care Local
	 	***	 	O5	 	Post Paid -	 	***	 	***	 	***
	Number
	 	 	 	 	 	Workflow Mgr	 	 	 	 	 	 
	Portability
(LNP)

	 	***	 	O6	 	Prepaid - Workflow  Mgr	 	***	 	***	 	***
	Telegence
	 	***	 	O7	 	Post Paid -	 	***	 	***	 	***
	Local Number
	 	 	 	 	 	Workflow Mgr	 	 	 	 	 	 
	Portability
(LNP)

	 	***	 	O8	 	Prepaid - Workflow Mgr	 	***	 	***	 	***
	Migration
	 	***	 	O9	 	Service Fee -	 	***	 	***	 	***
	 
	 	 	 	 	 	Workflow Mgr	 	 	 	 	 	 
	 
	 	***	 	O10	 	Service Fee -	 	***	 	***	 	***
	 
	 	 	 	 	 	Workflow Mgr	 	 	 	 	 	 
	Upgrade
	 	***	 	O11	 	Service Fee  -	 	***	 	***	 	***
	Postpaid
	 	 	 	 	 	Workflow Mgr	 	 	 	 	 	 
	 
	 	***	 	O12	 	Service Fee -	 	***	 	***	 	***
	 
	 	 	 	 	 	Workflow Mgr	 	 	 	 	 	 
	Accessory
	 	***	 	O13	 	Service Fee	 	***	 	***	 	***
	Only
	 	 	 	 	 	Workflow Mgr	 	 	 	 	 	 
	Feature
	 	***	 	O14	 	Service Fee	 	***	 	***	 	***
	Request
	 	 	 	 	 	Workflow Mgr	 	 	 	 	 	 
	 
	 	***	 	O15	 	Service Fee	 	***	 	***	 	***
	 
	 	 	 	 	 	Workflow Mgr	 	 	 	 	 	 
	Agent FTE/ Hourly
	 	 	 	O16	 	Hourly FTE Rate for	 	***	 	***	 	***
	Rate
	 	 	 	 	 	Data Entry and	 	 	 	 	 	 
	 
	 	 	 	 	 	Special Projects	 	 	 	 	 	 









 




			
	*	 	O = Manual Processing Fees in AT&T Back Office Systems
	 
	**	 	Orders that are cancelled by any automated system and have no human STI touch would not
incur a Manual Processing fee.





Proprietary and Confidential

This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third party

representatives, and Supplier except under written agreement by the contracting Parties.




Confidential Treatment Requested

CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION.




14









 








Agreement No. SG021306.S.007




Table 2 provides the fees associated with Manual Processing services in connection with
processing automated/manual inbound and outbound calls for Transactions for the ***.



Table 2: OMC AT&T Manual Processing Fees — *** Processing:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Consumer	 	Customer Svc
	 	 	Service	 	 	 	 	 	Each	 	 	 	Each
	Service Fee Type	 	Fee ID	 	Service Charge	 	1st Line	 	Addtl.	 	1st Line	 	Addtl.
	Inbound Call **

	 	T1
	 	Inbound calls
Handled = Total
calls answered by a
live agent.
	 	***
	 	N/A
	 	***
	 	N/A
	Outbound Call

	 	T3
	 	Telephony cost

associated with

outbound calls
	 	***
	 	N/A
	 	***
	 	N/A
	Inbound Call 

Agent Call 

Handling Fee

	 	T4
	 	Hourly FTE rate for

Inbound / Outbound

Calls Processed
	 	***
	 	N/A
	 	***
	 	N/A








 




			
	*	 	T = *** Processing Fees
	 
	**	 	Any manual work done with a Transaction billed as an Inbound Call shall not incur an
Inbound Call Agent Call Handling Fee.
All IVR answered calls are included in the Technology Fee at no incremental charge.
Call Routing fees are included in the Technology Fee at no incremental charge.






	2.0	 	Forecasting






2.1 Forecast




AT&T will provide STI with a *** on or about the *** of each month setting forth AT&T’s
automated and Manual Processing volume requirements for the following *** detailed by ***.
If the forecast is not received *** after the *** of each *** STI will invoke the prior ***
forecast.




In the event the actual volume for Manual Processing transactions for a given *** does not
achieve ***% of the *** forecast or ***% of the *** forecast, whichever is greater then STI
will invoice AT&T for the lower of a minimum *** fees equal to ***% of the *** or ***% of
the *** forecasted Manual Processing transactions at the price per Transaction equal to ***
for such Manual Processing transactions under Table 1 ***.




For example, ***.



Proprietary and Confidential

This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third party

representatives, and Supplier except under written agreement by the contracting Parties.




Confidential Treatment Requested

CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION.




15









 








Agreement No. SG021306.S.007





	3.0	 	Pricing Assumptions






	 	1.	 	STI and AT&T will meet once every *** to review and adjust the Manual
Processing prices where appropriate.
	 
	 	2.	 	In the event that the time studies reveal a material change in Manual
Processing costs, greater than ***%, both parties agree to review in detail the core
reason for the change. In the event that a change is attributed to performance, then
both parties will mutually agree if a change is warranted.
	 
	 	3.	 	STI anticipates Manually Processing additional Transaction types. The Manual
Processing fees for these Transactions could be priced at a different rate. The fee
for Manually Processing new Transactions would be determined by the complexity and
processing rates associated with the Transaction. Fees for Manually Processing
Transactions will be determined after a large enough sample size is processed by the
ASP Solution and will be mutually agreed to in writing by both parties. During this
period the parties must mutually agree on a price until an amendment to the Contract is
completed with mutually agreed upon pricing and associated SLA and remedies.
	 
	 	4.	 	New Manual Processing not identified in Section 1.0 of this Attachment would be
handled through a written change request. New Transactions will require an initial
trial period that will produce a large enough sample size to price the fees for
Manually Processing these Transactions. Service levels and remedies will not apply
during the initial trial period, of a length to be mutually determined by the parties.
	 
	 	5.	 	STI anticipates the cancelled rate for Manually Processing Transactions not to
exceed ***% of total Manual Processing Transaction volume. If the actual number of
Manual Processing Transactions that are cancelled exceeds ***%, STI will charge AT&T
the cancelled rate for the initial Manual Processing Transactions that are cancelled
and the shipped/successful Manual Processing fee for those Transactions over such ***%
threshold.
	 
	 	6.	 	Any modifications requested by AT&T that impact the configuration or
processing methodology by STI may require adjustments to the Manual Processing fees
herein. Upon receipt and review of AT&T’s modification request, STI shall inform AT&T
of any proposed increase to the fees. AT&T will have the sole option of whether or not
to move forward with its requested modification.






	4.0	 	Operations Management Team






As part of the OMC Contract, STI will provide AT&T with Operations Management support.
The dedicated team will provide AT&T with the following services:




Program Management:




Responsibilities include project management, business analysis, and functional analysis to
support new development, features and functionality. Additional Program Management
responsibilities include bringing new clients onto the ASP Solution.




Operations Management:




Responsibilities include credit, activation, and order fulfillment, transaction queue
management, service level monitoring and reporting, staffing, IVR management, training, and
interacting with B2C and B2B and Care teams to ensure seamless, high quality customer
service for eCommerce customers.



Proprietary and Confidential

This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third party

representatives, and Supplier except under written agreement by the contracting Parties.




Confidential Treatment Requested

CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION.




16









 








Agreement No. SG021306.S.007





AT&T may adjust the number of FTEs on a *** basis. Adjustments to the resources must be
communicated in writing *** before the start of the next ***. Table 3 reflects the schedule
and fee for the Operations Management Team.



Table 3: Operations Management Team Schedule and Cost




	 	 	 	 	 	 	 
	Months/Qtr	 	FTEs	 	Price Per FTE	 	Total
	***
	 	***	 	***	 	***







	5.0	 	Travel and Living Expenses






Travel and living expenses (e.g.: airfare, hotel, car, meal, phone) associated with the ASP
Solution Services will be pre-approved and billed back to AT&T at cost, in accordance with
the Reimbursable Expenses section of the MSA.



Proprietary and Confidential

This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third party

representatives, and Supplier except under written agreement by the contracting Parties.




Confidential Treatment Requested

CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE
COMMISSION.




17









 








Agreement No. SG021306.S.007




Attachment A-2




AT&T *** Pricing





	1.0	 	Processing Pricing Schedule





This Attachment A-2 shall be an Attachment to the OMC Contract. This Attachment provides the
Manual Processing fees associated with the OMC Contract for the ***. The Manual Processing fees
in this Attachment go into effect on the Effective Date of the OMC Contract. Modifications to any
of the prices herein need to be in writing, and mutually agreed upon by both parties. Unless
otherwise provided, capitalized terms shall have the same meaning ascribed to them in the OMC
Contract.




1.1 Table 1 provides the fees associated with Manually Processing services in connection
with order processing for Transactions for the ***.



Table 1: OMC AT&T Manual Processing Fees — Order Processing:**




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Service	 	 	 	 	 	 	 	 	 	 	 	Cancelled
	Fee	 	 	 	 	 	 	 	Business	 	Each Line of
	Type	 	Cingular System	 	Service Fee ID	 	Service Charge	 	1st Line	 	Each Addtl.	 	Service ( LOS )
	New Activation
	 	***	 	*O1	 	Postpaid  -	 	***	 	***	 	***
	 
	 	 	 	 	 	Workflow Mgr	 	 	 	 	 	 
	 
	 	***	 	O2	 	Prepaid  - Workflow Mgr	 	***	 	***	 	***
	New Activation
	 	***	 	O3	 	Postpaid - Workflow Mgr	 	***	 	***	 	***
	 
	 	***	 	O4	 	Prepaid - Workflow Mgr	 	***	 	***	 	***
	Care Local Number
	 	***	 	O5	 	Post Paid -	 	***	 	***	 	***
	Portability (LNP)
	 	 	 	 	 	Workflow Mgr	 	 	 	 	 	 
	 
	 	***	 	O6	 	Prepaid - Workflow Mgr	 	***	 	***	 	***
	Telegence Local
	 	***	 	O7	 	Post Paid -	 	***	 	***	 	***
	Number Portability
	 	 	 	 	 	Workflow Mgr	 	 	 	 	 	 
	(LNP)

	 	***	 	O8	 	Prepaid - Workflow Mgr	 	***	 	***	 	***
	Migration
	 	***	 	O9	 	Service Fee -	 	***	 	***	 	***
	 
	 	 	 	 	 	Workflow Mgr	 	 	 	 	 	 
	 
	 	***	 	O10	 	Service Fee -	 	***	 	***	 	***
	 
	 	 	 	 	 	Workflow Mgr	 	 	 	 	 	 
	Upgrade
	 	***	 	O11	 	Service Fee  -	 	***	 	***	 	***
	Postpaid
	 	 	 	 	 	Workflow Mgr	 	 	 	 	 	 
	 
	 	***	 	O12	 	Service Fee -	 	***	 	***	 	***
	 
	 	 	 	 	 	Workflow Mgr	 	 	 	 	 	 
	Accessory Only
	 	***	 	O13	 	Service Fee	 	***	 	***	 	***
	 
	 	 	 	 	 	Workflow Mgr	 	 	 	 	 	 
	Feature Request
	 	***	 	O14	 	Service Fee	 	***	 	***	 	***
	 
	 	 	 	 	 	Workflow Mgr	 	 	 	 	 	 
	 
	 	***	 	O15	 	Service Fee	 	***	 	***	 	***
	 
	 	 	 	 	 	Workflow Mgr	 	 	 	 	 	 
	Agent FTE/ Hourly
	 	 	 	O16	 	Hourly FTE Rate for	 	***	 	***	 	***
	Rate
	 	 	 	 	 	Data Entry and	 	 	 	 	 	 
	 
	 	 	 	 	 	Special Projects	 	 	 	 	 	 









 




			
	*	 	O = Processing Fees in AT&T Back Office Systems
	 
	**	 	Orders that are cancelled by any automated system and have no human STI touch would not
incur a manual cancelled processing fee.





Proprietary and Confidential

This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third party

representatives, and Supplier except under written agreement by the contracting Parties.




Confidential Treatment Requested

CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION.




18









 








Agreement No. SG021306.S.007




Table 2 provides the fees associated with Manual Processing services in connection with
processing automated/manual inbound and outbound calls for Transactions for the ***



Table 2: OMC AT&T Manual Processing Fees — *** Processing:**




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Business
	 	 	Service	 	 	 	 	 	Each
	Service Fee Type	 	Fee ID*	 	Service Charge	 	1st Line	 	Addtl.
	Inbound Call**

	 	T1
	 	Inbound calls
Handled = Total
calls answered by a
live agent.
	 	***
	 	N/A
	Outbound Call

	 	T3
	 	Telephony cost

associated with

outbound calls
	 	***
	 	N/A
	Inbound Call 

Agent Call 

Handling Fee

	 	T4
	 	Hourly FTE rate for

Inbound / Outbound

Calls Processed
	 	***
	 	N/A








 




			
	*	 	T = *** Processing Fees
	 
	**	 	Any manual work done with a Transaction billed as an Inbound Call shall not incur an
Inbound Call Agent Call Handling Fee.
All IVR answered calls are included in the Technology Fee at no incremental charge.
Call Routing fees are included in the Technology Fee at no incremental charge.






	2.0	 	Forecasting






2.1 Forecast




AT&T will provide STI with a *** forecast on or about the *** of each *** setting forth
AT&T’s automated and Manual Processing volume requirements for the following *** detailed by
***. If the forecast is not received *** after the *** of each *** STI will invoke the
prior *** forecast.




In the event the actual volume for Manual Processing Transactions for a given *** does not
achieve ***% of the *** forecast or ***% of the *** forecast, whichever is greater, then STI
will invoice AT&T for the lower of a minimum *** fees equal to ***% of the *** or ***% of
the *** forecasted Manual Processing Transactions at the price per Transaction equal to ***
for such Manual Processing Transactions under Table 1 ***.




For example, ***.



Proprietary and Confidential

This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third party

representatives, and Supplier except under written agreement by the contracting Parties.




Confidential Treatment Requested

CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION.





19











 





Agreement No. SG021306.S.007





	3.0	 	Pricing Assumptions






	 	1.	 	STI and AT&T will meet once every *** to review and adjust the Manual
Processing transaction prices where appropriate.
	 
	 	2.	 	In the event that the time studies reveal a material change in Manual
Processing costs, greater than ***%, both parties agree to review in detail the core
reason for the change. In the event that a change is attributed to performance, then
both parties will mutually agree if a change is warranted.
	 
	 	3.	 	STI anticipates Manually Processing additional Transaction types. The Manual
Processing fees for these Transactions could be priced at a different rate. The fee
for Manually Processing new Transactions would be determined by the complexity and
processing rates associated with the Transaction. Fees for Manually Processing
Transaction will be determined after a large enough sample size is processed by the
ASP Solution and will be mutually agreed to in writing by both parties. During this
period the parties must mutually agree on a price until an amendment to the Contract
is completed with mutually agreed upon pricing and associated SLA and remedies.
	 
	 	4.	 	New Manual Processing not identified in Section 1.0 of this Attachment would
be handled through a written change request. New Transactions will require an initial
trial period that will produce a large enough sample size to price the fees for
Manually Processing these Transactions. Service levels and remedies will not apply
during the initial trial period of a length to be mutually determined by the parties.
	 
	 	5.	 	STI anticipates the cancelled rate for Manually Processing Transactions not
to exceed ***% of total Manual Processing Transaction volume. If the actual number of
Manual Processing Transactions that are cancelled exceeds ***%, STI will charge AT&T
the cancelled rate for the initial Manual Processing Transactions that are cancelled
and the shipped /successful Manual Processing fee for those Transactions over such
***% threshold
	 
	 	6.	 	Any modifications requested by AT&T that impact the configuration or
processing methodology by STI may require adjustments to the Manual Processing fees
herein. Upon receipt and review of AT&T’s modification request, STI shall inform AT&T
of any proposed increase to the fees. AT&T will have the sole option of whether or
not to move forward with its requested modification.






	4.0	 	Operations Management Team






As part of this OMC Contract, STI will provide AT&T with Operations Management
support. The dedicated team will provide AT&T with the following services:




Program Management:




Responsibilities include project management, business analysis, and functional analysis to
support new development, features and functionality. Additional Program Management
responsibilities include bringing new clients onto the ASP Solution.




Operations Management:




Responsibilities include credit, activation, and order fulfillment, transaction queue
management, service level monitoring and reporting, staffing, IVR management, training, and
interacting with
B2C and B2B and Care teams to ensure seamless, high quality customer service for eCommerce
customers.



Proprietary and Confidential




This Agreement and information contained therein is not for use or disclosure
outside of AT&T, its
Affiliates, and third party
representatives, and Supplier except under written agreement by the
contracting Parties.




Confidential Treatment Requested

CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION.




20









 





Agreement No. SG021306.S.007





AT&T may adjust the number of FTEs on a *** basis. Adjustments to the resources must be
communicated in writing *** before the start of the next ***. Table 3 reflects the schedule
and fee for the Operations Management Team.



Table 3: Operations Management Team Schedule and Cost



	 	 	 	 	 	 	 
	Months/Qtr	 	FTEs	 	Price Per FTE	 	Total
	***
	 	***	 	***	 	***







	5.0	 	Travel and Living Expenses






Travel and living expenses (e.g.: airfare, hotel, car, meal, phone) associated with the
ASP Solution Services will be pre-approved and billed back to AT&T at cost, in accordance
with the Reimbursable Expenses section of the MSA.



Proprietary and Confidential




This Agreement and information contained therein is not for use or disclosure
outside of AT&T, its
Affiliates, and third party
representatives, and Supplier except under written agreement by the
contracting Parties.




Confidential Treatment Requested




CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION.




21









 





Agreement No. SG021306.S.007




Attachment B-1

AT&T *** SLA and Remedies





	1.0	 	Service Level Requirements and Remedies






This Attachment B-1 is an Attachment to the OMC Contract. This Attachment provides the
Service Level Requirements and Remedies associated with the Agreement for the ***.



           1.1 Order/Transaction Cycle Time Service Level Requirements:





	 	1.	 	***% of all Lines of Service (LOS) received by STI in a *** period will
be entered into the AT&T defined system of record within the shipping cut off
window.
	 
	 	2.	 	STI will not be responsible for failures to meet the Service Level
Requirement for those lines of service that exceed the forecast by more than ***%.
	 
	 	3.	 	If any individual *** or *** is greater than ***% of the *** or ***
forecasted average, then STI will apply best efforts in processing the Transactions
that exceed the forecast by greater than ***%.
	 
	 	4.	 	Special events will be reviewed on an individual basis. AT&T and STI
agree to meet and review special event requirements on as needed basis. STI will
apply best efforts to fulfill special event request.






In the event the Service Level Requirement is not met in a given ***, STI will provide to
AT&T the discount set forth on Table 1 each ***.




If the Service Level Requirement is exceeded in a given ***, STI will invoice AT&T the
premium set forth in Table 1 each ***.



Proprietary and Confidential




This Agreement and information contained therein is not for use or disclosure
outside of AT&T, its
Affiliates, and third party
representatives, and Supplier except under written agreement by the
contracting Parties.




Confidential Treatment Requested

CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION.




22









 





Agreement No. SG021306.S.007




Table 1: Transaction Cycle Time Service Levels and Remedies for Manually Processed Orders
Only




	 	 	 	 	 
	SLA ID**	 	Fulfillment Monthly SLA Index	 	*$-Discount (Credit) per Order
	OC 1
	 	***% — ***% of transactions
submitted within shipping
cut off ***

	 	***% of Data Processing Expense
	 	 	 
	 	 
	OC 2
	 	***% — ***% of transactions
submitted within shipping
cut off

	 	***% of Data Processing Expense
	 	 	 
	 	 
	OC 3
	 	***% — ***% of transactions
submitted within shipping
cut off

	 	***% of Data Processing Expense
	 	 	 
	 	 
	OC 4
	 	***% transactions submitted 

within shipping cut off

	 	No Penalties Apply
	 	 	 
	 	 
	OC 5
	 	*** % — ***% of transactions
submitted within shipping
cut off

	 	***% of Data Processing Expense
	 	 	 
	 	 
	OC 6
	 	***% — ***% of transactions
submitted within shipping
cut off

	 	***% of Data Processing Expense
	 	 	 
	 	 
	OC 7
	 	***% — ***% of transactions
submitted within shipping
cut off

	 	***% of Data Processing Expense
	 	 	 
	 	 
	OC 8
	 	***% — ***% of transactions
submitted within shipping
cut off

	 	***% of Data Processing Expense
	 	 	 
	 	 
	OC 9
	 	Less than ***% of
transactions submitted
within shipping cut off

	 	***% of Data Processing
Expense, First ***
	 	 	 
	 	 
	OC 10
	 	Less than ***% of
transactions submitted
within shipping cut off

	 	***% of Data Processing
Expense, Second consecutive
***








 




			
	*	 	Remedies will be applied *** and apply to the total *** invoiced amount from tables 1 and 2
of Attachment A-1.
	 
	**	 	Order Cycle Time SLA
	 
	***	 	Shipping cut-off is defined as *** for orders received before *** that same day.




In calculating the above Order Cycle Time SLA, only those Orders that require ***% Manual
Processing shall be included in such calculation.




Proprietary and Confidential





This Agreement and information contained therein is not for use or disclosure
outside of AT&T, its
Affiliates, and third party
representatives, and Supplier except under written agreement by the
contracting Parties.




Confidential Treatment Requested

CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION.




23









 





Agreement No. SG021306.S.007




     1.2 Order/Transaction Quality Processing Service Level Requirements for Manually
Processeded Orders Only:




	1.	 	***% of LOS received by STI in a *** period will be entered by STI
correctly into the order entry and billing systems of record as it was received by
STI’s Order Gateway . Orders that deviate from AT&T eCommerce Shipped As Ordered
(SAO) policy will be excluded from the SLA and remedies in this document.
	 
	2.	 	STI will not be responsible for failure to enter data for reasons outside
of STI’s control; including and without limitation due to inaccurate data provided
by AT&T client applications or AT&T IT systems.
	 
	3.	 	STI will audit a statistical valid sample size on a *** basis to assess
the quality levels. This information will be provided to AT&T leadership on an
agreed to schedule
	 
	4.	 	The manual QA process will be augmented by a systematic “Shipped as
Ordered” assessment approach, when available, that will target an audit of ***%
LOS/day.
	 
	5.	 	Transactions that are not received through the ASP Solution will not be
eligible for SLA’s and Remedies.




In the event the Service Level Requirement is not met in a given ***, STI will provide to
AT&T the discount set forth below in Table 2 on a *** basis.



If the Service Level Requirement is exceeded by STI in a given ***, STI will invoice AT&T
the premium set forth below in Table 2 on a *** basis.




     Table 2: Order/Transaction Quality Processing Service Levels and Remedies for Manually
Processed Orders Only.



	 	 	 	 	 
	SLA ID**	 	*Monthly SLA Index	 	*$Discount (Credit) per Order
	OQ 1
	 	***% — ***% of LOS will
be submitted accurately

	 	***% of Data Processing Expense
	 	 	 
	 	 
	OQ 2
	 	***% — ***% of LOS will
be submitted accurately

	 	***% of Data Processing Expense
	 	 	 
	 	 
	OQ 3
	 	***% — ***% of LOS will
be submitted accurately

	 	***% of Data Processing Expense
	 	 	 
	 	 
	OQ 4
	 	***% of LOS will be
submitted accurately

	 	No Penalties Apply
	 	 	 
	 	 
	OQ 5
	 	***% — ***% of LOS will
be submitted accurately

	 	***% of Data Processing Expense
	 	 	 
	 	 
	OQ 65
	 	***% — ***% of LOS will
be submitted accurately

	 	***% of Data Processing Expense
	 	 	 
	 	 
	OQ 7
	 	***% — ***% of LOS will
be submitted accurately

	 	***% of Data Processing Expense
	 	 	 
	 	 
	OQ 8
	 	***% of LOS will be
submitted accurately

	 	***% of Data Processing Expense,
First ***
	 	 	 
	 	 
	OQ 9
	 	***% of LOS will be
submitted accurately

	 	***% of Data Processing Expense,
Second consecutive ***






Proprietary and Confidential




This Agreement and information contained therein is not for use or disclosure
outside of AT&T, its
Affiliates, and third party
representatives, and Supplier except under written agreement by the
contracting Parties.




Confidential Treatment Requested

CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION.




24









 





Agreement No. SG021306.S.007






 




			
	*	 	Remedies will be applied *** and apply to the total *** invoiced amount from tables 1 and 2
of Attachment A-1.
	 
	**	 	Order Quality Service Level




In calculating the above Order Quality Service Level SLA, only those Orders that require
***% Manual Processing shall be included in such calculation.





1.3 Inbound Call Handling Service Levels Requirements




	 	1.	 	STI will not be responsible for failures to meet the Service Level
Requirement for any specific day when calls exceed the *** forecast by more than
***%. In this event, these specific *** will be excluded from the *** assessment.
	 
	 	2.	 	ASA — Average Speed of Answer by a live agent (excludes IVR time)
	 
	 	3.	 	Abandon Calls — Percent of OMC offered calls abandoned





Table 3: Inbound Call Handling Service Levels




	 	 	 	 	 
	SLA ID*	 	Service Level Category	 	Service Level
	IC 1
	 	Abandon Rate

	 	Less Than ***% of all calls
offered in a given *** will
be abandoned
	 	 	 
	 	 
	IC 2
	 	*** Average Speed of Answer
(ASA)

	 	***% of calls offered to an
agent will be answered in
less than *** by a live
agent, during the normal
inbound call operating hours
per ***.
	 	 	 
	 	 
	IC 3
	 	*** ASA (as measured by normal 

daily operating business 

hours)

	 	***% of the hours within the
normal daily business
operating hours for inbound
calls, will have an ASA of
less than ***








 




			
	*	 	IC = Inbound Call Service Level






STI and AT&T will meet no less than once every *** to review and modify the call types, SLA
and remedies where appropriate.




	2.0	 	ASP Platform Service Levels and Remedies






2.1 STI Order Gateway and Workflow Manager Availability




System Availability:




The Order Gateway and Workflow Manager is available and functioning in accordance with the
OG SLA (as defined in Section 3.0 below) 24 hours a day, 7 days per week excluding 1)
regularly scheduled downtimes to perform system upgrades, application administration, and
any other planned events as agreed in advance in writing by the parties and 2) STI written
requests to customer for any unscheduled maintenance outage periods, if needed.




ASP Platform Service Levels:




	 	1.	 	Order Gateway and associated workflow processes — ***% system up time
	 
	 	2.	 	Email Service — ***% system up time





Proprietary and Confidential





This Agreement and information contained therein is not for use or disclosure
outside of AT&T, its
Affiliates, and third party
representatives, and Supplier except under written agreement by the
contracting Parties.



Confidential Treatment Requested

CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION.




25









 





Agreement No. SG021306.S.007





	 	3.	 	Workflow Manager — ***% system up time
	 
	 	4.	 	Scheduled system processes e.g., Fedx Tracker job — ***% system uptime
	 
	 	5.	 	Reporting Platform — ***% system up time






Service Level Measurement Process:




	 	1.	 	Statistics used to determine downtime are collected using a suite of
network and application monitoring tools as well as data collected by the application
itself.
	 
	 	2.	 	ASP Platform Service level attainment is reviewed on a *** basis. All
statistics from STI’s monitoring suite are reviewed and dowtime recorded for that ***
is summarized for each funtional area of the ASP platform (e.g. gateway, email,
workflow etc.)
	 
	 	3.	 	Anytime the Order Gateway under a Normal Transaction Flow (as defined in
Section 3.0 below) responds to no Transactions within *** of its receipt by the Order
Gateway outside the network and server downtimes and scheduled outages will also be
included in the downtime calculation. For example, ***.
	 
	 	4.	 	STI assumes that the *** and *** transaction volume will not exceed the
forecast by more than ***%. Volume in excess of this amount will exempt STI from
these SLA and remedies for the affected period. Requirements for special events,
e.g. bulk orders will be addressed on an individual basis.
	 
	 	5.	 	Functional area outages are determined using the guidelines in the tables
below:





Table 4: STI System Outage Guidelines




	 	 	 
	Platform	 	Outage Criteria
	Order Gateway
	 	•    All gateway application servers are down

	 	 	•    Gateway cannot process client transactions and “nacks” all
messages to the gateway

	 	 	 

	Email Service
	 	•    All email bridgehead/relay servers are down

	 	 	•    No messages are forwarded from STI email service

	 	 	 

	Workflow Manager
	 	•    All workflow manager servers are down

•    Greater than ***% of end-users/agents cannot access workflow
mgr

	 	 	 

	Reporting Platform
	 	An outage will be recorded if any one of the following occurs:

	 	 	•    Real time reporting application is unavailable or is not
updating on a scheduled basis

	 	 	•    Hourly reports are not generated and delivered (for reasons
other than an
STI or AT&T email issue). Availability will be measured as a
percentage of the overall number of reports generated on a monthly
basis







Proprietary and Confidential




This Agreement and information contained therein is not for use or disclosure
outside of AT&T, its
Affiliates, and third party
representatives, and Supplier except under written agreement by the
contracting Parties.




Confidential Treatment Requested

CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION.




26









 





Agreement No. SG021306.S.007





ASP Platform Eligible for Remedies:



1. Order Gateway and associated workflow processes — ***% system up time



2. Email Service — ***% system up time


STI will calculate all downtime associated with both items listed above and provide one
summary figure on a *** basis for overall availability. Failure to meet service levels will
result in the remedies as defined in Table 5 below.



Table 5: STI System Availability Service Levels and Remedies




	 	 	 
	 	 	%-Discount (Credit) off Total
	Service Level System Availability	 	Quarterly Gateway Fee*
	***% — ***%

	 	***% Discount
	 	 	 
	***% — ***%
	 	***% Discount
	 	 	 
	***% — ***%
	 	***% Discount
	 	 	 
	Less Than ***%
	 	***% Discount








 




			
	*	 	Discounts will be applied in the *** the penalty/remedy is realized

	 
	*	 	SLA’s and remedies do not apply when STI, at the request of AT&T, bypasses the full
testing cycle on a new release.





Table 6: Illustrative STI System Outage Calculation




	 	 	 
	 	 	Minutes of Unscheduled
	Availability	 	Downtime/Per Month
	***%
	 	***

	 	 	 

	***%
	 	***

	 	 	 

	***%
	 	***

	 	 	 

	***%
	 	***

	 	 	 

	***%
	 	***

	 	 	 

	***%
	 	***

	 	 	 

	***%
	 	***

	 	 	 

	***%
	 	***

	 	 	 

	***%
	 	***

	 	 	 

	***%
	 	***







Table 7: AT&T System Availability Service Levels and Remedies




	 	 	 
	Service
Level — System Availability	 	Remedy
	AT&T System Outage for greater than
*** in a *** period. This excludes
scheduled maintenance

	 	Synchronoss will apply the YTD
historical shipped and cancelled
ratio to ***% of the *** forecast.
	 
	 	 
	AT&T Systems will be available for
the published AT&T operating SLA’s

	 	AT&T System outages that do not meet
the published AT&T operating SLA’s
will exclude STI from all Processing
Remedies in ***






Proprietary and Confidential




This Agreement and information contained therein is not for use or disclosure
outside of AT&T, its
Affiliates, and third party
representatives, and Supplier except under written agreement by the
contracting Parties.




Confidential Treatment Requested

CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION.




27









 





Agreement No. SG021306.S.007




 




			
	*	 	Credits accrued by STI as a result of AT&T System outages can be applied to
remedies/penalties incurred by STI.




	 	1.	 	Scheduled System Maintenance is excluded from all SLA System Availability
calculations.
	 
	 	2.	 	Scheduled System Maintenance requires a written notice up to ***, but not
less than *** notice to AT&T and STI Decision Makers, and their subsequent consent.






2.2 Description for e-Mail Manager




STI will host an email infrastructure that reliably forwards all system generated emails to
AT&T Online customers. This infrastructure will operate within the following service
levels:




	 	1.	 	Dual mail relay servers to deliver ***% uptime
	 
	 	2.	 	Support *** email messages per day
	 
	 	3.	 	*** retention of all sent email messages
	 
	 	4.	 	Message sizes may not exceed *** or contain attachments






	3.0	 	Order Gateway Performance Service Level Requirements (“OG SLA”)






Order Gateway under a Normal Transaction Flow (as described below) will respond to ***% of
the Transactions for a Channel within *** of its receipt by the Order Gateway in any given
*** provided such Transaction is in the documented format and has been submitted by AT&T per
the published process documentation, and successfully pass STI’s Order Gateway Validations
(as described below). AT&T will have the responsibility to produce reports from the Order
Gateway, or request such reports from STI, to measure the results and determine if this SLA
is met. AT&T and STI shall mutually agree on the format of such reports. Measurement will
be based on ***. STI will comply with AT&T’s requests for data in accordance with the
measurement. For purposes of the OMC Contract and the MSA ***.




Normal Transaction Flow means:




	 	a.	 	The sending system emits a valid message for the activity desired
per the agreed upon schema.
	 
	 	b.	 	The AT&T client is also sending messages at the rate both parties
have determined acceptable for the Channel and via the agreed upon protocol.
	 
	 	c.	 	The customer’s systems are accepting and correctly processing
responses from the STI platform.






During the Normal Transaction Flow, it is assumed that the client is sending the correct
number of messages per Transaction.




Order Gateway Validations: Upon receipt of a message, the Order Gateway will validate the
message against the specified schema for correctness. Additional security, database and
business logic analysis will be performed to ensure the message can and should be processed
by the STI system. If both of these activates are successful the Order is submitted for
processing.



Proprietary and Confidential





This Agreement and information contained therein is not for use or disclosure
outside of AT&T, its
Affiliates, and third party
representatives, and Supplier except under written agreement by the
contracting Parties.




Confidential Treatment Requested

CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION.





28











 





Agreement No. SG021306.S.007





	4.0	 	Hosting SLA
	 
	 	 	The following shall be the Hosting SLA’s for purposes of Section 8, Hosting of the OMC
Contract. In determining whether the any of these Service Level Agreements have
been met the same assumptions and processes set forth in Section 2 above and Section 6 below
should be applied.






	4.1	 	STI Order Gateway and Workflow Manager Availability:






	 	1.	 	Order Gateway and associated workflow processes — ***% system up time
	 
	 	2.	 	Email Service — ***% system up time
	 
	 	3.	 	Workflow Manager — ***% system up time
	 
	 	4.	 	Housekeeping and other scheduled system processes e.g., Fedx Tracker job
 — ***% system uptime
	 
	 	5.	 	Reporting Platform — ***% system up time






	5.0	 	Manual Processing SLA
	 
	 	 	The following shall be the Manual Processing SLA’s for purposes of Section 7.2 of the OMC
Contract. In determining whether the any of these Service Level Agreements have
been met the same assumptions and processes set forth in Section 1 above and Section 6 below
should be applied






	 	1.	 	***% of all Lines of Service (LOS) received by STI in a *** period will be entered into the
AT&T defined system of record within the shipping cut off window.
	 
	 	2.	 	***% of LOS received by STI in a *** period will be entered by STI correctly
into the order entry and billing systems of record as it was received by STI’s ASP
Solution. Orders that deviate from AT&T eCommerce Shipped As Ordered (SAO) policy
will be excluded from the SLA and remedies in this document.
	 
	 	3.	 	Inbound Call Handling Service Levels






	 	a.	 	Less than ***% of all calls offered in a given month will be
abandoned
	 
	 	b.	 	***% of calls offered to an agent will be answered in less than
*** by a live agent, during the normal inbound call operating hours per business
day.
	 
	 	c.	 	***% of the hours within the normal daily business operating
hours for inbound calls, will have an ASA of less than ***





Proprietary and Confidential

This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third party

representatives, and Supplier except under written agreement by the contracting Parties.




Confidential Treatment Requested

CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION.




29









 








Agreement No. SG021306.S.007





	6.	 	Assumptions






	 	6.1	 	Methods and Procedures (M&P)






STI’s Order Management Center will adhere to AT&T’s approved Methods and Procedures (M&P).
STI must submit a change request and receive prior written approval from AT&T to deviate
from the approved M&P.




	 	6.2	 	Security






In addition to any other obligations under the OMC Contract, STI in its ordinary course of
business, from time to time but no less than every ***, will have an independent security
audit evaluating its controls and procedures as it relates to all of its clients. Any
material weaknesses which arise will be immediately corrected or otherwise disclosed to
AT&T.




	 	6.3	 	Remedies
	 
	 	1.	 	Service levels apply only to transactions that are received and processed
through the Order Gateway and OMC.
	 
	 	2.	 	SLA and remedies do not apply when latency or system issues are experienced
with AT&T or Third Party Vendor systems, e.g.: Care, Telegence, Siebel, NBO, Oracle,
other Back Office Systems.
	 
	 	3.	 	Remedies not identified in this document may require further negotiation on the
service price per transaction.
	 
	 	4.	 	AT&T must maintain Account Payable terms better than *** or all remedies are
forfeited for that period.
	 
	 	5.	 	STI is not eligible for any bonus if any other of the Service Levels is missed
for ***. Once Synchronoss is back within service levels the premium charge for
exceeding SLA would apply.





Proprietary and Confidential

This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third party

representatives, and Supplier except under written agreement by the contracting Parties.




Confidential Treatment Requested

CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION.




30









 








Agreement No. SG021306.S.007




Attachment B-2

AT&T *** SLA and Remedies





	1.0	 	Service Level Requirements and Remedies
	 
	 	 	This Attachment B-2 is an Attachment to the OMC Contract. This Attachment provides the
Service Level Requirements and Remedies associated with the Agreement for the ***l.






	 	1.1	 	Order/Transaction Cycle Time Service Level Requirements:






	 	1.	 	***% of all Lines of Service (LOS) received by STI in *** period will be
entered into the AT&T defined system of record within the shipping cut off window.
	 
	 	2.	 	STI will not be responsible for failures to meet the Service Level
Requirement for those lines of service that exceed the forecast by more than ***%.
	 
	 	3.	 	If any individual *** or *** is greater than ***% of the *** or ***
forecasted average, then STI will apply best efforts in processing the Transactions
that exceed the forecast by greater than ***%.
	 
	 	4.	 	Special events will be reviewed on an individual basis. AT&T and STI agree
to meet and review special event requirements on as needed basis. STI will apply
best efforts to fulfill special event request.






In the event the Service Level Requirement is not met in a given ***, STI will provide to
AT&T the discount set forth on Table 1 each ***.




If the Service Level Requirement is exceeded in a given ***, STI will invoice AT&T the
premium set forth in Table 1 each ***.



Proprietary and Confidential

This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third party

representatives, and Supplier except under written agreement by the contracting Parties.




Confidential Treatment Requested

CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION.




31









 








Agreement No. SG021306.S.007




Table 1: Transaction Cycle Time Service Levels and Remedies for Manually Processed Orders




	 	 	 	 	 
	SLA ID**	 	Fulfillment Monthly SLA Index	 	*$-Discount (Credit) per Order
	OC 1

	 	***% — ***% of transactions

submitted within shipping
cut off ***
	 	***% of Data Processing Expense
	OC 2

	 	***% — ***% of transactions

submitted within shipping
cut off
	 	***% of Data Processing Expense
	OC 3

	 	***% — ***% of transactions

submitted within shipping
cut off
	 	***% of Data Processing Expense
	OC 4

	 	***% transactions submitted

within shipping cut off
	 	No Penalties Apply
	OC 5

	 	***% — ***% of transactions

submitted within shipping
cut off
	 	***% of Data Processing Expense
	OC 6

	 	***% — ***% of transactions

submitted within shipping
cut off
	 	***% of Data Processing Expense
	OC 7

	 	***% — ***% of transactions 

submitted within shipping
cut off
	 	***% of Data Processing Expense
	OC 8

	 	***% — ***% of transactions

submitted within shipping
cut off
	 	***% of Data Processing Expense
	OC 9

	 	Less than ***% of
transactions
 submitted
within shipping cut off
	 	***% of Data Processing
Expense, First Month
	OC 10

	 	Less than ***% of
transactions 
submitted
within shipping cut off
	 	***% of Data Processing
Expense, Second
 consecutive
Month








 




			
	*	 	Remedies will be applied *** and apply to the total *** invoiced amount from tables 1 and 2
of Attachment A-1.
	 
	**	 	Order Cycle Time SLA
	 
	***	 	Shipping cut-off is defined as *** for orders received before *** that same day.




In calculating the above Order Cycle Time SLA, only those Orders that require ***% Manual
Processing shall be included in such calculation.




Proprietary and Confidential

This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third party

representatives, and Supplier except under written agreement by the contracting Parties.




Confidential Treatment Requested

CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION.




32









 








Agreement No. SG021306.S.007




     1.2 Order/Transaction Quality Processing Service Level Requirements for Manually
Processed Orders Only:




	 	1.	 	***% of LOS received by STI in a *** period will be entered by STI
correctly into the order entry and billing systems of record as it was received by
STI’s Order Gateway. Orders that deviate from AT&T eCommerce Shipped As Ordered
(SAO) policy will be excluded from the SLA and remedies in this document.
	 
	 	2.	 	STI will not be responsible for failure to enter data for reasons outside
of STI’s control; including and without limitation due to inaccurate data provided by
AT&T client applications or AT&T IT systems.
	 
	 	3.	 	STI will audit a statistical valid sample size on a *** basis to assess the
quality levels. This information will be provided to AT&T leadership on an agreed to
schedule
	 
	 	4.	 	The manual QA process will be augmented by a systematic “Shipped as
Ordered” assessment approach, when available, that will target an audit of ***%
LOS/day.
	 
	 	5.	 	Transactions that are not received through the ASP Solution will not be
eligible for SLA’s and Remedies.






In the event the Service Level Requirement is not met in a given ***, STI will provide to
AT&T the discount set forth below in Table 2 on a *** basis.




If the Service Level Requirement is exceeded by STI in a given ***, STI will invoice AT&T
the premium set forth below in Table 2 on a *** basis.




Table 2: Order/Transaction Quality Processing Service Levels and Remedies for Manually
Processed Orders Only



	 	 	 	 	 
	SLA ID**	 	*Monthly SLA Index	 	*$Discount (Credit) per Order
	OQ 1

	 	***% — ***% of LOS will
be submitted
 accurately
	 	***% of Data Processing Expense
	OQ 2

	 	***% — ***% of LOS will
be submitted
 accurately
	 	***% of Data Processing Expense
	OQ 2

	 	***% — ***% of LOS will
be submitted
 accurately
	 	***% of Data Processing Expense
	OQ 3

	 	***% of LOS will be
submitted
 accurately
	 	No Penalties Apply
	OQ 4

	 	***% — ***% of LOS will
be submitted
 accurately
	 	***% of Data Processing Expense
	OQ 5

	 	***% — ***% of LOS will
be submitted
 accurately
	 	***% of Data Processing Expense
	OQ 6

	 	***% — ***% of LOS will
be submitted
 accurately
	 	***% of Data Processing Expense
	OQ 7

	 	*** % of LOS will be
submitted
 accurately
	 	***% of Data Processing Expense,

First Month
	OQ 8

	 	*** % of LOS will be
submitted
 accurately
	 	***% of Data Processing Expense,

Second consecutive Month






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Agreement No. SG021306.S.007






 




			
	*	 	Remedies will be applied monthly and apply to the total *** invoiced amount from tables 1
and 2 of Attachment A-1.
	 
	**	 	Order Quality Service Level




In calculating the above Order Quality Service Level SLA, only those Orders that require
***% Manual Processing shall be included in such calculation.





	 	1.3	 	Inbound Call Handling Service Levels Requirements






	 	1.	 	STI will not be responsible for failures to meet the Service Level
Requirement for any specific day when calls exceed the *** forecast by more than
***%. In this event, these specific days will be excluded from the monthly
assessment.
	 
	 	2.	 	ASA — Average Speed of Answer by a live agent (excludes IVR time)
	 
	 	3.	 	Abandon Calls — Percent of OMC offered calls abandoned






Table 3: Inbound Call Handling Service Levels



	 	 	 	 	 
	SLA ID*	 	Service Level Category	 	Service Level
	IC 1

	 	Abandon Rate
	 	Less Than ***% of all calls
offered in a given *** will
be abandoned
	 
	 	 	 	 
	IC 2

	 	*** Average Speed of
 Answer
(ASA)
	 	***% of calls offered to an
agent will be answered in
less
 than *** by a live
agent, during the normal
inbound call
 operating hours
per business day.
	 
	 	 	 	 
	IC 3

	 	*** ASA (as measured by normal

daily operating business

hours)
	 	***% of the hours within the
normal daily business

operating hours for inbound
calls, will have an ASA of

less than ***








 




			
	*	 	IC = Inbound Call Service Level




STI and AT&T will meet no less than once every *** to review and modify the call types, SLA
and remedies where appropriate.





	2.0	 	ASP Platform Service Levels and Remedies






	 	2.1	 	STI Order Gateway and Workflow Manager Availability







System Availability:





The Order Gateway and Workflow Manager is available and functioning in accordance with the
OG SLA (as defined in Section 3.0 below) 24 hours a day, 7 days per week excluding 1)
regularly scheduled downtimes to perform system upgrades, application administration, and
any other planned events as agreed in advance in writing by the parties and 2) STI written
requests to customer for any unscheduled maintenance outage periods, if needed.




ASP Platform Service Levels:





	 	1.	 	Order Gateway and associated workflow processes — ***% system up time
	 
	 	2.	 	Email Service — ***% system up time





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34









 








Agreement No. SG021306.S.007





	 	3.	 	Workflow Manager — ***% system up time

	 
	 	4.	 	Scheduled system processes e.g., Fedx Tracker job — ***% system uptime
	 
	 	5.	 	Reporting Platform — ***% system up time






Service Level Measurement Process:




	 	1.	 	Statistics used to determine downtime are collected using a suite of
network and application monitoring tools as well as data collected by the application
itself.
	 
	 	2.	 	ASP Platform Service level attainment is reviewed on a *** basis. All
statistics from STI’s monitoring suite are reviewed and dowtime recorded for that ***
is summarized for each funtional area of the ASP platform (e.g. gateway, email,
workflow etc.)
	 
	 	3.	 	Anytime the Order Gateway under a Normal Transaction Flow (as defined in
Section 3.0 below) responds to no Transactions within *** of its receipt by the Order
Gateway oustide the network and server downtimes and scheduled outages will also be
included in the downtime calculation. For example, for *** the Order Gateway
responds to no Transactions within ***, such *** shall be included in the calculation
of downtime.
	 
	 	4.	 	STI assumes that the *** and *** transaction volume will not exceed the
forecast by more than ***%. Volume in excess of this amount will exempt STI from
these SLA and remedies for the affected period. Requirements for special events,
e.g. bulk orders will be addressed on an individual basis.
	 
	 	5.	 	Functional area outages are determined using the guidelines in the tables
below:





Table 4: STI System Outage Guidelines




	 	 	 
	Platform	 	Outage Criteria
	Order Gateway

	 	•   All gateway application servers are down
	 

	 	•   Gateway cannot process client transactions and “nacks” all
messages to the gateway
	 
	 	 
	Email Service

	 	•   All email bridgehead/relay servers are down
	 

	 	•   No messages are forwarded from STI email service
	 
	 	 
	Workflow Manager

	 	•   All workflow manager servers are down
	 

	 	•   Greater than ***% of end-users/agents cannot access workflow
mgr
	 
	 	 
	Reporting Platform

	 	An outage will be recorded if any one of the following occurs:
	 

	 	•   Real time reporting application is unavailable or is not
updating on a scheduled basis
	 

	 	•   Hourly reports are not generated and delivered (for reasons
other than an STI or AT&T email issue). Availability will be measured
as a percentage of the overall number of reports generated on a
monthly basis







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35









 






Agreement No. SG021306.S.007





ASP Platform Eligible for Remedies:




	 	1.	 	Order Gateway and associated workflow processes — ***% system up
time
	 
	 	2.	 	Email Service — ***% system up time




STI will calculate all downtime associated with both items listed above and provide one
summary figure on a *** basis for overall availability. Failure to meet service levels will
result in the remedies as defined in Table 5 below.




Table 5: STI System Availability Service Levels and Remedies




	 	 	 
	 	 	%-Discount (Credit) off Total Quarterly 
	Service Level — System Availability	 	Gateway Fee*
	***% — ***%

	 	***% Discount
	***% — ***%

	 	***% Discount
	***% — ***%

	 	***% Discount
	Less Than ***%

	 	***% Discount








 




			
	*	 	Discounts will be applied in the *** the penalty/remedy is realized

	 
	*	 	SLA’s and remedies do not apply when STI, at the request of AT&T, bypasses the full
testing cycle on a new release.





Table 6: Illustrative STI System Outage Calculation




	 	 	 
	 	 	Minutes of Unscheduled
	Availability	 	Downtime/Per Month
	***%

	 	***
	***%

	 	***
	***%

	 	***
	***%

	 	***
	***%

	 	***
	***%

	 	***
	***%

	 	***
	***%

	 	***
	***%

	 	***
	***%

	 	***






Table 7: AT&T System Availability Service Levels and Remedies




	 	 	 
	Service Level — System Availability	 	Remedy
	AT&T System Outage for greater than
*** in a *** period. This excludes
scheduled maintenance

	 	Synchronoss will apply the YTD
historical shipped and cancelled
ratio to ***% of the *** forecast.
	 
	 	 






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Agreement No. SG021306.S.007





	 	 	 
	AT&T Systems will be available for
the published AT&T operating SLA’s

	 	AT&T System outages that do not meet
the published AT&T operating SLA’s
will exclude STI from all Processing
Remedies in ***







 




			
	*	 	Credits accrued by STI as a result of AT&T System outages can be applied to
remedies/penalties incurred by STI.






	 	1.	 	Scheduled System Maintenance is excluded from all SLA System Availability
calculations.
	 
	 	2.	 	Scheduled System Maintenance requires a written notice up to ***, but not
less than *** notice to AT&T and STI Decision Makers and their subsequent consent.






2.2    Description for e-Mail Manager




STI will host an email infrastructure that reliably forwards all system generated emails to
AT&T Online customers. This infrastructure will operate within the following service
levels:




	 	1.	 	Dual mail relay servers to deliver ***% uptime
	 
	 	2.	 	Support *** email messages per day
	 
	 	3.	 	*** retention of all sent email messages
	 
	 	4.	 	Message sizes may not exceed *** or contain attachments






	3.0	 	Order Gateway Performance Service Level Requirements (“OG SLA”)
	 
	 	 	Order Gateway under a Normal Transaction Flow (as described below) will respond to ***% of
the Transactions for a Channel within *** of its receipt by the Order Gateway in any given
month provided such Transaction is in the documented format and has been submitted by AT&T
per the published process documentation and successfully pass STI’s Order Gateway
Validations (as described below). AT&T will have the responsibility to produce reports from
the Order Gateway, or request such reports from STI, to measure the results and determine if
this SLA is met. AT&T and STI shall mutually agree on the format of such reports.
Measurement will be based on ***. STI will comply with AT&T’s requests for data in
accordance with the measurement. For purposes of the OMC Contract and the MSA, ***.
	 
	 	 	Normal Transaction Flow means:






	 	a.	 	The sending system emits a valid message for the activity desired
per the agreed upon schema.
	 
	 	b.	 	The AT&T client is also sending messages at the rate both parties
have determined acceptable for the Channel and via the agreed upon protocol.
	 
	 	c.	 	The customer’s systems are accepting and correctly processing
responses from the STI platform.






During the Normal Transaction Flow, it is assumed that the client is sending the correct
number of messages per Transaction.




Order Gateway Validations: Upon receipt of a message, the Order Gateway will validate the
message against the specified schema for correctness. Additional security, database and
business



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37









 








Agreement No. SG021306.S.007





	 	 	logic analysis will be performed to ensure the message can and should be processed by
the STI system. If both of these activates are successful the Order is submitted for
processing.
	 
	4.0	 	Hosting SLA
	 
	 	 	The following shall be the Hosting SLA’s for purposes of Section 8, Hosting of the OMC
Contract. In determining whether the any of these Service Level Agreements have
been met the same assumptions and processes set forth in Section 2 above and Section 6 below
should be applied.






	 	4.1	 	STI Order Gateway and Workflow Manager Availability:






	 	1.	 	Order Gateway and associated workflow processes — ***% system up time
	 
	 	2.	 	Email Service — ***% system up time
	 
	 	3.	 	Workflow Manager — ***% system up time
	 
	 	4.	 	Housekeeping and other scheduled system processes e.g., Fedx Tracker job
 — ***% system uptime
	 
	 	5.	 	Reporting Platform — ***% system up time






	5.0	 	Manual Processing SLA
	 
	 	 	The following shall be the Manual Processing SLA’s for purposes of Section 7.2 of the OMC
Contract. In determining whether the any of these Service Level Agreements have
been met the same assumptions and processes set forth in Section 1 above and Section 6 below
should be applied.






	 	1.	 	***% of all Lines of Service (LOS) received by STI in a one-month period will be entered
into the AT&T defined system of record within the shipping cut off window.
	 
	 	2.	 	***% of LOS received by STI in a one-month period will be entered by STI correctly into
the order entry and billing systems of record as it was received by STI’s ASP Solution.
Orders that deviate from AT&T eCommerce Shipped As Ordered (SAO) policy will be
excluded from the SLA and remedies in this document.
	 
	 	3.	 	Inbound Call Handling Service Levels






	 	a.	 	Less than ***% of all calls offered in a given month will be
abandoned
	 
	 	b.	 	***% of calls offered to an agent will be answered in less than
*** by a live agent, during the normal inbound call operating hours per business
day.
	 
	 	c.	 	***% of the hours within the normal daily business operating
hours for inbound calls, will have an ASA of less than ***





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38










 







Agreement No. SG021306.S.007





	6.0	 	Assumptions






	 	6.1	 	Methods and Procedures (M&P)






	 
	 	 	STI’s Order Management Center will adhere to AT&T’s approved Methods and Procedures (M&P).
STI must submit a change request and receive prior written approval from AT&T to deviate
from the approved M&P.






	 	6.2	 	Security






	 
	 	 	In addition to any other obligations under the OMC Contract, STI in its ordinary course of
business, from time to time but no less than every ***, will have an independent security
audit evaluating its controls and procedures as it relates to all of its clients. Any
material weaknesses which arise will be immediately corrected or otherwise disclosed to
AT&T.






	 	6.3	 	Remedies






	 	1.	 	Service levels apply only to transactions that are received and processed
through the Order Gateway and OMC.
	 
	 	2.	 	SLA and remedies do not apply when latency or system issues are experienced
with AT&T or Third Party Vendor systems, e.g.: Care, Telegence, Siebel, NBO, Oracle,
other Back Office Systems.
	 
	 	3.	 	Remedies not identified in this document may require further negotiation on the
service price per transaction.
	 
	 	4.	 	AT&T must maintain Account Payable terms better than *** or all remedies are
forfeited for that period.
	 
	 	5.	 	STI is not eligible for any bonus if any other of the Service Levels is missed
for ***. Once Synchronoss is back within service levels the premium charge for
exceeding SLA would apply.





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This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third party

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39