EXHIBIT 10.52


 


This Work Order
GAMSA-STAR081106-00.S.001 (“WO”) is issued pursuant to the Master Services
Agreement No. GAMSA-STAR081106-00 dated October 1, 2006 (“Agreement”)
between AT&T Mobility LLC f/k/a Cingular Wireless LLC (“AT&T Mobility”)
and StarTek USA Inc. (“Supplier”) and the Agreement is incorporated by
reference herein.  Capitalized terms used
in this Work Order not otherwise defined herein shall have the definitions
specified in the Agreement.  If the Work
Order conflicts with the terms and conditions of the Agreement, the terms and
conditions of the Agreement shall control unless set forth in the “Special
Considerations” section of this Work Order in which case the WO shall govern
and control.


 


AT&T Mobility hereby
authorizes Supplier to perform the following Services:


 


1              SCOPE OF WORK


 


1.1           Supplier consumer
customer services representatives (“CSRs”) shall take and handle inbound
customer care inquiries by program (“Program”) for the [*] call center as set
forth in Exhibit C in accordance with
the AT&T Mobility hours of operation set forth in Section 1.2 subject
to applicable laws at the rates set
forth in Exhibit B. 
Any other customer care activities, changes that result in the nature or type, market or mix of calls to change,
including any changes to the mix of Program project(s) supported by Site
as set forth in Exhibit C attached hereto, shall be subject to Exhibit 5
of the Agreement.


 


1.2           Services shall be
performed Monday through Sunday, not including Holidays as set forth in Exhibit B, at the hours of operations (“Hours of Operation”) set
forth in Exhibit D by site (“Site”):


 


Hours of Operation may be amended from time to time as set forth in Exhibit 5
of the Agreement.  AT&T Mobility
reserves the right to modify (decrease or increase) Services Hours of Operation
upon [*]([*]) calendar days written notice to Supplier.  AT&T Mobility agrees to utilize the
Change in Scope procedures to effect this change.


 


2.             PRIMARY CONTACT INFORMATION


 


2.1           The individuals listed in the table below will serve
as primary contact for the Program.  Any
changes will be done in accordance with Exhibit 5 of the Agreement.


 


	
  AT&T Mobility Contacts

  	
   

  	
  Supplier Contact(s)

  
	
  Name: [*]

  	
   

  	
  Name: [*]

  
	
  Address: [*]

  	
   

  	
  Address: [*]

  
	
  Phone: [*]

  	
   

  	
  Phone: [*]

  
	
  Cell: [*]

  	
   

  	
  Cell: [*]

  
	
  E-mail: [*]

  	
   

  	
  E-mail: [*]

  



 


3.     TERM


 


3.1           The Term of this Work
Order shall commence on October 1, 2008 (“Effective Date”), and shall
continue until midnight on April 28, 2010 (the “Initial Term).  The Work Order may be terminated as allowed
in the Agreement or in this Work Order.


 


4.     SERVICE SPECIFICATIONS AND REQUIREMENTS


 


4.1           The deliverables to be
delivered by Supplier to AT&T Mobility pursuant to this Work Order are
listed in Exhibit A “Deliverables Matrix” (the “Deliverables”).


 


5.     AT&T MOBILITY SYSTEMS USE
AND DOWNTIME


 


5.1           Should AT&T
Mobility systems become unavailable to Supplier, Supplier will follow the
notification instructions contained in AT&T Mobility’s Downtime Policy as
provided by AT&T Mobility.  Supplier
will utilize downtime forms to capture call information on the AT&T
Mobility-provided downtime forms and will input into AT&T Mobility systems
as soon as reasonably possible after restoration of the impacted systems.  AT&T Mobility shall pay the applicable
Billable Hour rate for this function. 
Supplier shall be excused from Performance Standards for the duration of
the system outage.


 


1

















 


5.2           If
the telecommunications systems are in failure due to AT&T Mobility,
AT&T Mobility may require Supplier’s CSRs to go into pure AUX state,
whereby they are not receiving calls. 
AT&T Mobility shall still be charged the actual outage time incurred
for the amount of time affected. 
Supplier shall be excused from Performance Standards for the duration of
the outage.


 


5.3           The AT&T Mobility
system will be completely down during certain after-hour times and other
scheduled times throughout the year for maintenance.  When practical, AT&T Mobility will advise
Supplier of the scheduled maintenance at least [*] ([*]) [*] prior to the times
and dates that the systems will not be available due to maintenance.


 


5.4           Notwithstanding the
foregoing, in the event of a Supplier system/telecommunications outage,
Supplier will utilize CSRs’ [*] for offline work and training for the duration
of the outage.  AT&T Mobility shall
not be charged for [*] for the duration of a Supplier system outage.


 


5.5           Supplier shall advise
the AT&T Mobility Contact and/or Vendor Manager when any AT&T
Mobility-provided system is down for more than [*].  Supplier shall provide an escalation plan
with mitigating action in the event of systems disruption to be approved by
AT&T Mobility by Services launch.


 


5.6           Supplier
will continue to provide the Services under this Work Order if AT&T
Mobility relocates its operations to an interim or substitute facility or
otherwise implements any of its internal disaster recovery plans.


 


5.7           Failure to
comply materially with this Section constitutes a material breach of the
Agreement.


 


6.     PERFORMANCE STANDARDS:


 


6.1           AT&T Mobility and
Supplier have developed the standards set forth in this Work Order,
(hereinafter “Performance Standards”) to ensure the delivery of high quality,
efficient customer service.  Effective
upon signature of this Work Order by both parties (“Execution Date”),
Performance Standard measurements for Sites existing on the Execution Date
shall begin the month following the Execution Date, or for the Performance
Standards related to First Call Resolution and Total Resolved, the next full or
prorated per complete months remaining, as the case may be, calendar
quarter.  Performance Standards for Sites
opening after the Execution Date shall be applicable to Services performed from
a particular Site/Program [*] ([*]) [*] after Site opening, or as outlined in
the Performance Measurements attached hereto as Exhibit E.  Furthermore, anytime a particular
Site/Program increases by more than [*] percent ([*]%) over a [*] ([*]) [*]
period (measured by the [*]-Day Lock FTE), Performance Standards shall not
apply with respect to such Site/Program until [*] ([*]) [*] after the
incremental Site/Program staff has been in Production handling customer
calls.  Before the application of any of
the Performance Standards, the parties agree to meet and discuss in good faith
changes to the Performance Standards set forth and the relevant AT&T
Mobility invoice credits and Supplier earned debits or bonuses with respect to
such Performance Standards based on performance prior to such Performance
Standards taking effect. Performance Standards hereunder shall be measured by
Program at each Site and shall exclude [*]as set forth herein this Work
Order.  Any invoice credits owed or
debits earned by Supplier shall only apply to the Services invoiced for the
particular Site/Program subject to Section 1.1 herein for which it was
measured and shall be assessed to Customer Service Experience (“CSE”) Program
Billable Hours in Production only.  Any
invoice debits earned by Supplier will be used to offset AT&T Mobility
invoice credits only, except for Section 6.3.3 Occupancy which may earn a
true debit.  Notwithstanding the
foregoing, Supplier may earn a Bonus subject to Sections 6.3.1 and 6.3.2.  AT&T Mobility invoice credits, Supplier
earned debits to AT&T Mobility invoice credits, and bonuses will be
calculated as set forth in Section 6.3 and shall be applied on a quarterly
basis.


 


6.2           Call Volume Forecasting
/ Staffing.  Each month on a by
Site/Program basis, AT&T Mobility shall provide Supplier [*]([*]) written
forecasts to be used by Supplier as a guide for recruitment, planning and
staffing activities.  The [*] ([*])
written forecasts are as follows:


 


1.  [*] Day Outlook Forecast with
the required number of Full Time Equivalents (“FTEs”) by Site/Program for
recruitment purposes


 


2.  [*] Day Locked Forecast with
the estimated daily number of calls by Site/Program for planning purposes as
well as forecasted modification training for the applicable month (“[*] Day
Lock”)


 


PRIVATE/PROPRIETARY/LOCK


 


The information contained
in this Agreement is not for use or disclosure outside AT&T, Supplier,
their affiliated companies and their third party representatives, except under
written Agreement by the contracting Parties.


 


2

















 


3.   [*] Day Forecast with daily call arrival patterns by
Site/Program


 


Supplier shall provide FTE staffing pursuant to the mutually agreed
upon []* Day Lock based upon the [*] Day Outlook Forecast, which will include
an assumption of the current training and nesting requirements set forth in Exhibit D.  Notwithstanding the foregoing, in the event
that AT&T Mobility requests training to extend beyond the current
requirements set forth in Exhibit D, the parties shall address the change
subject to Exhibit 5 of the Agreement.


 


The mutually agreed upon [*] Day Lock represents a commitment by
AT&T Mobility and Supplier with respect to staffing levels.  Once the [*] Day Lock is agreed to, AT&T
Mobility agrees to compensate Supplier for the Billable Hours incurred for the
applicable month, and it is Supplier’ responsibility to staff to the [*] Day Lock
as mutually agreed upon.  In cases where
Supplier has duplicate Programs across Sites, AT&T Mobility and Supplier
shall mutually agree upon volume changes at a Site level as long as the [*] Day
Lock remains unchanged.  In the event
that actual volumes are less than the [*] Day Lock, Supplier will use
reasonable best efforts to ensure productive utilization of CSRs by offering
voluntary go home (“VGH”), internal training, etc.


 


Each [*] Day Forecast will be prepared on a Site/Program basis in [*]
([*]) [*] intervals and will include estimated call volumes, estimated average
handle times, estimated shrinkage percentages and, when available, any other
information which would be relevant for Supplier in providing the Services.


 


Both AT&T Mobility and Supplier will need to agree upon the volume
forecasts and related staffing when the [*] Day Lock represents [*]% change
from the previous [*] Day Outlook Forecast, as it may require additional new
hire training.  The parties shall
mutually agree upon adjusted staffing for the modified forecast volumes
pursuant to Exhibit 5 of the Agreement. 
Notwithstanding the foregoing, in the event a Site requires a reduction
of more than [*] ([*]) CSRs , Supplier shall have [*] ([*]) days from receipt
of written notice, or the minimum number of days required to maintain
compliance with the laws applicable in the affected Site’s location, to comply
with the AT&T Mobility provided forecast.


 


a)             The Performance Standards outlined in
this Work Order may be changed by AT&T Mobility upon [*] ([*]) days written
notice to Supplier per the procedure outlined in Exhibit 5, Management
Procedures for Change in Scope of the Agreement.


 


b)            Notwithstanding the foregoing Performance
Metrics and/or AT&T Mobility invoice credits under this WO or the Agreement
shall be waived to the extent they are attributable to a failure caused by
AT&T Mobility or if actual call volume for the Program exceeds or is less
than the [*] Day Lock for such Site/Program by more than [*] percent ([*]%) or
as otherwise set forth in this Work Order or the Agreement.


 


c)             Material failure to meet the same
Performance Standards at the same Site/Program for [*] ([*]) consecutive months
shall be considered a material default.


 


d)            Supplier shall provide
at least [*] percent ([*]%) of the staffing pursuant to the [*] Day Lock and in
any case shall use reasonable efforts to achieve [*] percent ([*]%) of the
staffing pursuant to the [*] Day Lock, and AT&T Mobility shall provide at
least [*] percent ([*]%) of the Billable Hours pursuant to the [*] Day
Lock.  If Supplier fails to staff at
least [*] percent ([*]%) of the [*] Day Lock and the shortage materially
impacts AT&T Mobility’s ability to provide services to its customers, Supplier’s
failure will be considered a material default. 
At the request of AT&T Mobility, Supplier will provide a corrective
action plan for such breach.


 


e)             Supplier shall be
excused from Performance Metrics and/or AT&T Mobility invoice credits under
this SOW in the event the parties determine that the components and/or
assumptions used to determine the [*] Day Lock are inaccurate resulting in
Supplier failing to meet Performance Metrics. 
The parties will mutually agree upon which component and/or assumption
is inaccurate, will correct and re-run current and future forecasts utilizing
the corrected components and/or assumptions. 
Variable assumptions and/or components include, but shall not be limited
to:  [*].


 


6.3           Performance
Metrics:  The following Performance
Metrics shall be measured on a Site basis and shall apply to the Customer
Service Experience (“CSE”) program only, and shall be subject to material
default and the applicable AT&T Mobility invoice credit, Supplier earned
debit to AT&T Mobility’s invoice credit, or Bonus set forth herein.  Notwithstanding the foregoing, AT&T
Mobility may request that additional Programs be subject to the Performance
Metrics and subject to Exhibit 5 of the Agreement.


 


3

















 


6.3.1        First Call Resolution
Rate (“FCR”): FCR will be measured quarterly by Site by the [*]and [*]
which shall be considered one (1) Program for the purposes of FCR stack
ranking and shall be ranked against Like Sites’ national average, contingent
upon a sample size of at least [*]([*]) per Site.  Sample sizes of less than [*]([*]) shall be
excluded from the quarterly measurement. 
AT&T Mobility or AT&T Mobility vendor sites with samples sites
of less than [*]([*]) shall not be included in the stack ranking.  FCR shall be waived in the event Supplier’
results are within the top [*]percent ([*]%) of stacked ranking measured by
region, regardless if Supplier results fall within the third or fourth quartile
when measured against the national average for overall Like Sites.


 


Example:


 


	
  Assumptions:

  	
   

  	
   

  
	
  Overall Like Sites
  national average results:

  	
   

  	
  [*]%

  
	
  Results
  for top fifty percent ([*]%) of Like Sites measured by region:

  	
   

  	
  [*]%-[*]%

  
	
  Supplier results:

  	
   

  	
  [*]%

  



 


Supplier results within
the top [*] percent ([*]%) of the results measured by region.  FCR Performance Standard and associated
AT&T Mobility invoice credit is waived.


 


AT&T Mobility invoice
credits and Supplier earned offset debits will be applied at the end of the
quarter, by Site/Program pursuant to Exhibit E. New sites will be measured
[*]after the first call received in Production. 
Converted sites (sites subject to Conversion training as described in Exhibit B
herein) will be measured [*] after the first call received in Production. The
AT&T Mobility invoice credits and Supplier earned offset debits will be
applied in the following fashion based on FCR scores:


 


	
  [*]% to [*]% of Like
  sites

  	
   

  	
  [*]% AT&T Mobility
  invoice credit

  
	
  >[*]% to [*]% of
  Like Sites

  	
   

  	
  [*]% AT&T Mobility
  invoice credit

  
	
  >[*]% to [*]% of
  Like Sites

  	
   

  	
  [*]% Supplier earned
  offset debit

  
	
  >[*]% to [*]% of
  Like Sites

  	
   

  	
  [*]% Supplier earned
  offset debit

  



 


Not to
exceed [*]% AT&T Mobility invoice credit


 


A [*]([*]%) bonus may
apply on a per Site basis if the FCR stretch target is achieved in any quarter
(“Bonus”).  The stretch target for First
Call Resolution is [*]percent ([*]%) or better. 
The Bonus shall be calculated as follows:  1) The quarterly invoice credit(s) /debit(s) shall
be calculated (“Offset Result”), then (2) the Bonus shall be applied to
the Offset Result.


 


6.3.2        Total Resolved (“TR”):
will be measured [*]by Site by the [*] and [*] which shall be considered one (1) Program
for the purposes of TR stack ranking and ranked against Like Sites’ national
average, contingent upon a sample size of at least [*]([*]) per Site.  Sample sizes of less than [*]([*]) shall be
excluded from the [*]measurement.  TR
shall be waived in the event Supplier’ results are within the top [*]percent
([*]%) of stacked ranking measured by region, regardless if Supplier results
fall within the [*] or [*] quartile when measured against the national average
for overall Like Sites.


 


Example:


 


	
  Assumptions:

  	
   

  	
   

  
	
  Overall Like Sites
  national average results:

  	
   

  	
  [*]%

  
	
  Results
  for top [*] percent ([*]%) of Like Sites measured by region:

  	
   

  	
  [*]%-[*]%

  
	
  Supplier results:

  	
   

  	
  [*]%

  



 


Supplier results within
the top [*] percent ([*]%) of the results measured by region.  TR Performance Standard and associated
AT&T Mobility invoice credit is [*]. AT&T Mobility invoice credits and
Supplier earned offset debits will be applied at the [*], by Site/Program
pursuant to Exhibit E. New sites will be measured [*] after the first call
received in Production. Converted sites (Sites subject to Conversion training
as described in Exhibit B herein) will be measured [*] after the first
call received in Production.  The
AT&T Mobility invoice credits and Supplier earned offset debits will be
applied in the following fashion based on Total Resolved scores:


 


4

















 


	
  [*]% to [*]% of Like
  Sites

  	
   

  	
  [*]% AT&T Mobility
  invoice credit

  
	
  >[*]% to [*]% of
  Like Sites

  	
   

  	
  [*]% AT&T Mobility
  invoice credit

  
	
  >[*]% to [*]% of
  Like Sites

  	
   

  	
  [*]% Supplier earned
  offset debit

  
	
  >[*]% to [*]% of
  Like Sites

  	
   

  	
  [*] % Supplier earned
  offset debit

  



 


Not to exceed [*]%
AT&T Mobility invoice credit.


 


A [*]percent ([*]%) bonus
may apply on a per Site basis if the FCR and TR stretch targets are achieved in
any [*](“Bonus”).  The stretch target for
Total Resolved is [*]percent ([*]%) or better. 
The Bonus shall be calculated as follows:  1) The quarterly invoice credit(s) /debit(s) shall
be calculated (“Offset Result”), then (2) the Bonus shall be applied to
the Offset Result.


 


6.3.3        Occupancy Rate Target
of [*]%: The Occupancy Rate will be measured monthly, and shall be
calculated by[*]. The Occupancy Performance Standard and associated AT&T
Mobility invoice credit will be [*]in the event that the actual call volume is
less  than [*]percent ([*]%) of the [*] Day
Lock.  Any individual days where the
actual call volumes are less than the [*] Day Forecast by [*] percent ([*]%) or
more and the Occupancy target is missed will be [*] the monthly calculation of
Occupancy.  The AT&T Mobility invoice
credits and Supplier earned debits will be applied in the following fashion
based on Occupancy Rate scores:


 


	
  below [*] %

  	
   

  	
  [*]% AT&T Mobility
  invoice credit

  
	
  [*]% to [*]%

  	
   

  	
  [*]% Supplier earned
  debit

  
	
  above [*]%

  	
   

  	
  [*]% Supplier earned
  debit

  



 


Notwithstanding the
foregoing, Supplier may only earn a debit for Occupancy if it is staffed to at
least [*] percent ([*]%) of the full time equivalents (“FTEs”) mutually agreed
upon in the [*] Day Lock.  An FTE is
defined by [*] ([*]) worked hours.


 


6.3.4        Productivity: The
measurement for productivity will be measured monthly and shall be calculated
as follows:  [*]. The Productivity
Performance Standard and associated AT&T Mobility invoice credit will be
[*]if voluntary go home time associated with low volumes drives lower
productivity. Converted sites (sites subject to Conversion training as
described in Exhibit B herein) will be measured three [*] after the first
call received in Production, The AT&T Mobility invoice credits will be
applied in the following fashion based on Productivity scores:


 


	
  below [-]%

  	
   

  	
  [*]%  AT&T Mobility invoice credit

  



 


6.3.5        Call Transfer Rate for
CSE Sites/Program only: AT&T Mobility and Supplier shall mutually agree
upon a target for the CSE Call Transfer Rate within [*] of the Execution
Date.  Until such time, Supplier will use
commercially reasonable efforts to meet an operation target of [*] percent
([*]%) (“Operational Target”). The Operational Target for the Call Transfer
Rate shall not in any way be used to determine a material breach on the part of
Supplier.  Change management procedures
set forth in Exhibit 5 of the Agreement will be invoked for process
changes directly impacting Call Transfer Rates.


 


	
  TBD

  	
   

  	
  (Rounded to the nearest
  whole percentage)

  



 


6.3.6        Average Handle Time (“AHT”):  The AHT target by Site/Program shall be
provided by AT&T Mobility as part of the [*]Day Lock and shall be measured
[*] as it applies to material breach. 
The AHT Performance Standard will be waived if the actual Call Volume is
greater than [*] percent ([*]%) over the target provided in the [*] Day Lock or
if the average of other Like Sites is [*]([*]) or greater.  The AHT target provided in the [*] Day Lock
will be subject to material breach, however, will not be subject to credits or
debits.  Converted sites (sites subject
to Conversion training as described in Exhibit B herein) will be measured
[*]after the first call received in Production,


 


With respect to credits
and debits, AT&T Mobility may receive the invoice credit set forth herein
in the event the monthly AHT measurement is [*]([*]) or greater.  Change management procedures set forth in Exhibit 5
of the Agreement will be invoked if AHT targets need to change.


 


The AT&T Mobility
invoice credits will be applied in the following fashion:


 


	
  above [*] 

  	
   

  	
  [*]% AT&T Mobility
  invoice credit

  



 


5

















 


6.3.7        Short Call Rate:
Shall mean calls that are less than [*]in length.  The goal is not to exceed [*]% and shall be
measured[*].  Converted sites (Sites
subject to Conversion training as described in Exhibit B herein) will be
measured [*]after the first call received in Production. Change in procedures
shall be subject to Exhibit 5 of the Agreement.


 


7.             Cap:


 


The resulting Supplier
earned debits and AT&T Mobility invoice credits for the applicable
Performance Standard measurement set forth herein Section 6 will only be
applied to the applicable Site’s Program Billable Hours billed.  The total AT&T Mobility invoice credit
for all Performance Standards in aggregate in any month cannot exceed a maximum
of [*]percent ([*]%) per Site invoice. 
The total invoice debits to AT&T Mobility’s invoice credit for all
Performance Standards in aggregate in any month cannot exceed a maximum of a
[*]percent ([*]%) per Site invoice. 
Notwithstanding the foregoing, Supplier may earn an additional [*]percent
([*]%) Bonus per quarter upon attainment of FCR and TR stretch targets.


 


8.             Performance Metrics
Waivers


 


8.1   In
addition to any other waivers set forth herein this Work Order, Supplier shall
be excused for failures to meet any Performance Metric and shall not be in
breach of this Work Order if such failure is caused by: a) AT&T Mobility;
and/or b) third parties (hired or contracted) to provide system applications
and/or system application services to or for AT&T Mobility (including
carriers) (a and b collectively referred to as “AT&T Mobility/Service
Provider”) including without limitation acts or omissions of AT&T
Mobility/Service Provider.


 


8.2   Notwithstanding
anything to the contrary herein, in addition to waivers set forth herein this
Work Order, AT&T Mobility may choose to waive Performance Standards and
applicable penalties at its sole discretion. 
AT&T Mobility must invoke this option in writing within [*] of a
missed Performance Metric.


 


9.             PRICE


 


9.1           Services shall be compensated by AT&T Mobility to
Supplier pursuant to the rates and charges detailed in Exhibit B which is
attached hereto and fully incorporated herein by this reference.  Such rates and charges do not include all
applicable taxes.


 


10.          DISPUTE RESOLUTION


 


Either party may give the other party written notice
of any dispute not resolved in the normal course of business.  The parties will attempt in good faith to
promptly resolve any issue, dispute, or controversy arising out of or relating
to this Agreement promptly by negotiation between the managers set forth
below.  Within [*]([*]) days after
delivery of such notice, representatives of both parties will meet at a
mutually acceptable time and place, and thereafter as often as they reasonably
deem necessary, to exchange relevant information and to attempt to resolve the
dispute within the time frames here:


 


	
   

  	
   

  	
  AT&T Mobility Wireless

  	
   

  	
  Supplier

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Within[*]

  	
   

  	
  [*]. Dir. Customer Ops

  	
   

  	
  Regional VP

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Within[*]

  	
   

  	
  [*], Dir. Customer Ops

  	
   

  	
  Regional VP

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Within[*]

  	
   

  	
  [*], Exec Dir. Customer Svc

  	
   

  	
  Senior Vice President or Executive Vice President of
  Operations

  



 


If any
dispute is not resolved in accordance with this process after[*], the parties
will escalate to the respective executive levels.  Both parties agree to continue performance
during the negotiation period set forth in this section of the Work Order.


 


The individuals listed in
the table above will serve as primary contact for dispute resolution.  Any changes will be made in accordance with Exhibit 5
of the Agreement.


 


11.  SPECIAL CONSIDERATIONS:


 


11.1         The terms set forth below
shall be in addition to the terms set forth in the respective sections of the
Agreement:


 


11.1.1     Supplier Responsibilities


 


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a.             Except as otherwise set forth in this
Work Order or the Agreement, Supplier will be responsible for supplying all
Supplier personnel, facilities, technology subject to Section 50 of
Agreement, services and materials necessary to perform the Services in
accordance with the terms and conditions set forth in this Work Order.


 


b.             Supplier will provide the necessary, as
of the Effective Date of this Work Order, voice and data infrastructure and PCs
(or thin client applications in lieu of PCs) at Supplier’ Site(s) from the
point of demarcation within Supplier’ data center(s) for voice and data
communications.  The point of demarcation
is the point where AT&T Mobility-owned circuits/equipment end and
Supplier-owned circuits/equipment begin. 
AT&T Mobility will provide any intelligent call management (ICM) routing
and screen-pop equipment as required; or, alternatively Supplier will provide
ICM and screen-pop equipment subject to Exhibit 5 of the Agreement.  Supplier’ PCs will reside on the Supplier
network and access AT&T Mobility’s systems via web, Citrix, or other thin
client connectivity.


 


c.             Supplier shall pay for the Supplier
standard, as of the Effective Date of this Work Order, voice and data network
facilities. AT&T Mobility shall be responsible for other voice and data
charges, including delivering voice and data to Supplier’ data center hub(s),
bandwidth exceeding Supplier’ standards in existence as of the Work Order
Effective Date, and any dedicated security equipment required by AT&T
Mobility.  In the event AT&T Mobility
utilizes VoATM to deliver calls to a Supplier hub, AT&T Mobility will
provide the Nortel Passport or equivalent device required in the Supplier hub
to accept the VoATM traffic.  Supplier
agrees to relinquish ownership at no cost to AT&T Mobility of any and all
toll-free numbers associated with the Program to AT&T Mobility or another
party specified by AT&T Mobility within [*]of AT&T Mobility’s request;
provided that AT&T Mobility is current on all invoices.


 


11.1.2      Training


 


a.             Training costs shall
be billed as listed under Exhibit B.


 


b.             Initial new hire
training:  Supplier agrees to provide
initial Program training to Supplier’ CSRs in accordance with AT&T Mobility
provided Training Materials, and all retraining, ongoing soft-skills training,
and customer service training at the rates set forth in Exhibit B, in
order to perform the Services described in this Work Order.  If mutually agreed between the parties
subject to Exhibit 5 of the Agreement, AT&T Mobility may provide
AT&T Mobility trainers for initial train-the-trainer training programs.


 


c.             AT&T Mobility may
request to extend the duration of initial Program training subject to Exhibit 5
of the Agreement.


 


11.1.3.     Quality Assessment


 


a.     Supplier will provide enough
Quality Assessment (“QA”) agents at the QA rate set forth in Exhibit B, to
CSRs to meet the average number of observations monthly.  Each CSR is monitored an average of
[*]evaluations per [*]by QA and Production staff/personnel collectively and
other informal evaluations as agreed upon by the parties based upon individual
CSR performance. Supervisors will use commercially reasonable efforts to
provide feedback within [*]if below goal and [*]if within or above goal.  Agents needing improvement will receive
additional evaluations via various methods (side by side, additional
monitoring, remote monitoring, double jacking, etc).  QA agents will shadow CSRs while on the call
without the CSR being aware they are being monitored.  Calibration sessions between Supplier QA
agents, Supplier supervisors and AT&T Mobility representatives will be held
weekly to ensure scoring and feedback to CSRs is consistent. If Supplier fails
to monitor an average of [*]evaluations per [*]by QA and Production
staff/personnel collectively as set forth above, Supplier will be advised of
such deficiencies and Supplier will have [*]to bring performance back to
objective’s standards.  AT&T Mobility
and Supplier may mutually agree to modify the standards upon written agreement
signed by both parties, in the event AHT increases by [*]percent (20%) from the
previous 


 


7

















 


month’s [*]-Day Commitment, AT&T Mobility and
Supplier shall re-evaluate the QA staffing required to meet the obligations set
forth herein


 


11.1.4      AT&T Mobility shall be responsible for and must
approve scripts, order forms, and report formats to be used by Supplier for
Services provided pursuant to this Work Order. 
If Supplier desires any changes whatsoever to the aforementioned
scripts, forms or formats, then Supplier must obtain AT&T Mobility’s prior
written approval of such changes.


 


11.1.5      Cancellation and Termination


 


a.     Upon expiration, a AT&T
Mobility Termination Without Cause or Supplier Cancellation For Cause (if
requested by Supplier), of a Work Order, AT&T Mobility and Supplier agree
to honor the Full Call Volume Commitments during the notice period with a
[*]ramp down period to follow, where AT&T Mobility will provide to Supplier
[*]% / [*]% / [*]% of the Call Volume Commitment, respectively during the
[*]ramp down. Call Volume Commitment is defined as the average monthly volume
over the preceding [*]prior to termination notification (but in no case less
than any applicable minimum).  Any
difference between actual billings and the Call Volume Commitment shall be
billed to and payable by AT&T Mobility.


 


b.     In addition to all other
rights or remedies provided for in this Agreement or by law, either party may
immediately cancel this Agreement if:  (1) the
other party becomes insolvent or makes a general assignment for the benefit of
creditors; (2) the other party admits in writing the inability to pay
debts as they mature; (3) Any court appoints a trustee or receiver with
respect to the other party or any substantial part of the other party’s assets;
or (4) An action is taken by or against other party under any bankruptcy
or insolvency laws or laws relating to the relief of debtors, including the
Federal Bankruptcy Act.


 


11.2         “Occupancy” is calculated by subtracting
total idle (waiting to serve) time from total logged in time and dividing the
difference by total logged in time.


 


11.3         “Payroll
Hour” is defined as an hour for which a CSR is compensated by
Supplier


 


11.4         “Privacy Laws” means Laws relating to data
privacy, trans-border data flow or data protection.


 


11.5         “Billable Hour” The time between the time a
CSR clocks into and clocks out of Supplier’s time keeping system for the
purpose of performing agreed upon work for AT&T Mobility.  This time shall include a maximum of [*]per
[*] of pre-shift instructions per CSR unless otherwise directed by AT&T
Mobility.  The Billable Hour include [*] minutes for breaks but does not
include lunches, sick time, vacations, or Supplier sponsored events such as
non-AT&T Mobility focus groups and non-AT&T Mobility development.  Actual time in a Billable Hour for billing
purposes is[*].


 


IN
WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized representatives:


 


 


	
  StarTek USA Inc.

  	
   

  	
  AT&T Mobility LLC by its
  authorized  Representative
  AT&T Services, Inc.

  
	
  By:

  	
          /s/
  A.L. Jones

  	
   

  	
  By:

  	
          /s/
  Keith Connoly

  
	
  Printed Name:

  	
       A. L.
  Jones

  	
   

  	
  Printed Name:

  	
      Keith Connoly

  
	
  Title:

  	
         President &
  CEO

  	
   

  	
  Title:

  	
         VP-Global
  Strategic Sourcing

  
	
  Date:

  	
          11/19/08

  	
   

  	
  Date:

  	
           11/7/08

  
											



 


8

















 


EXHIBIT A


 


	
  Deliverables/Specifications/Requirements

  	
   

  	
  Delivery
  Date

  	
   

  	
  Evidence
  of Success

  
	
  Deliverable Set # 1 – Reporting

  ACD
  Report: Comprehensive report with data taken directly
  from the switch. Details total calls offered, calls handled, calls abandoned,
  average speed of answer, average handle time by live agent and downtime. Delivered
  to AT&T Mobility daily.

   

  Agent
  (PAR) Report: Agent or Personal Accountability Reports
  provide queue performance statistics broken down by agent. Data elements
  include the number of ACD calls answered, the average time spent on each ACD
  call, the average time spent waiting between ACD calls, the time spend doing
  post-call work, the time spent logged into the system, Short calls, transfer
  rates, availability etc. Delivered to AT&T Mobility daily.

   

  Call
  Disposition Report: offers call disposition detail by
  type code. Supplier may provide this report to AT&T Mobility subject to
  Exhibit 5 of the Agreement.

   

  System
  Outages Report: Report provides a listing of the date,
  time, duration and description of any system outages to Supplier’ systems,
  root cause analysis, and preventive measures. Delivered to AT&T Mobility
  when system outages occur.

   

  Call
  Comparison: Compares forecasted to actual call volume
  and answer performance.

   

  Combined
  FTE: Report provides headcount and training data, as
  well as weekly attrition. Delivered to AT&T Mobility weekly.

   

  Attrition
  Training: Report provides ongoing attrition training
  data, with class details (class size, dates, etc.). Delivered to AT&T
  Mobility weekly.

   

  Interval:
  report provides one-half hour (1/2) interval call volume data. Delivered to
  AT&T Mobility daily.

   

  Invoice
  Detail: Invoices will include detailed documentation
  including but not limited to, for each CSR; a list of CSR names, hours logged
  via the ACD, hours logged, hire date, tenure, and indicator for training or
  Production status. 

   

  Weekly Quality Report: Weekly
  roll up of quality performance to include: scores from evaluations
  completed by Supplier’ quality team, scores from evaluations completed
  by Supplier’ leadership team (team leads/supervisors), QA/Team Lead
  score variance, combined score, total evaluations completed by QA team,
  total evaluations completed by Team Leads.

   

  Monthly Quality Report
  Monthly roll up of quality performance to include: scores from
  evaluations completed by Supplier’ quality team, scores from evaluations
  completed by Supplier’ leadership team (team leads/supervisors), QA/Team
  Lead score variance, combined score, total evaluations completed by QA
  team, total evaluations completed by Team Leads.

  	
   

  	
  As indicated in
  report description

  	
   

  	
  Accurate and timely
  reporting either pushed to recipients or available online.

  



 
















 


	
  Deliverable Set # 2 – Quarterly
  Program Reviews 

  ·      Supplier
  will conduct quarterly Program reviews in person at AT&T Mobility
  Headquarters to cover Program highlights, overall account activity, budget
  analysis, review key reports and metrics at a management level, the incentive
  programs that were run and their results, and to ensure that stated agreed
  upon Program objectives are being met (return on investment or “ROI”). If
  Program objectives are not being met, team must collectively establish an
  action plan to be implemented within [*]to achieve measurable results
  within[*].

  	
   

  	
  Quarterly reviews as
  scheduled

  	
   

  	
  Evidence
  of Success: 

  ·      Quarterly reviews are held
  as scheduled

  



 

















 


Exhibit B


Price


 


For Services performed
under this Work Order, Supplier shall be compensated in accordance with the
pricing shown below:


 


	
  PROGRAM NAME

  	
   

  	
  CONSUMER CUSTOMER CARE

  
	
  BILLABLE HOUR RATE

  BASED ON CSR TENURE IN

  MONTHS

  	
   

  	
  [*]

  	
   

  	
  $[*]

  
	
   

  	
  [*]

  	
   

  	
  $[*]

  
	
   

  	
  [*]

  	
   

  	
  $[*]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  After Hours Support

  	
   

  	
  [*]

  	
   

  	
  $[*]

  
	
   

  	
  [*]

  	
   

  	
  $[*]

  
	
   

  	
  [*]

  	
   

  	
  $[*]

  
	
  DRUG SCREEN & 

  BACKGROUND CHECK: (US Sites only)

  	
   

  	
   

  	
   

  	
  Passed through at cost
  (Checks required as a result of attrition will be the responsibility of
  Supplier.)

  
	
  OVERTIME RATE & HOLIDAY (by Site)

  	
   

  	
   

  	
   

  	
  [*]% premium above the
  applicable Billable Hour rate

  
	
   

  	
   

  	
   

  	
   

  	
  New Hire/Growth $[*]

  
	
   

  	
   

  	
   

  	
   

  	
  Nesting $ [*]

  
	
  TRAINING RATE

  	
   

  	
   

  	
   

  	
  Supplemental/Conversion:
  Training: [*]

  
	
   

  	
   

  	
   

  	
   

  	
  All Attrition: [*]

  
							



 


 


Notes:


 


a.               CSR tenure is determined based on the hire date of
such CSR on any AT&T Mobility program. 
Except as otherwise stated in the Work Order, the total amount payable
by AT&T Mobility for the Services shall be determined by applying the
stated rate of compensation to the Services actually performed by Supplier.
[*].  Holiday Rates shall apply based on
applicable Holidays at the Site.  US Holidays (applicable only in
the U.S.): New Years Day, Thanksgiving Day, Labor Day, Christmas Day,
Memorial Day, Independence Day.  Canadian Holidays (applicable
only in Canada): New Years Day, Family Day, Good Friday, Victoria Day,
Canada Day, Civic Day, Saskatchewan Day, Labor Day, Thanksgiving Day,
Remembrance Day, Christmas Day, and Boxing Day. 
Should AT&T Mobility request that Supplier provide Services for the
Program on any of the Holidays listed, AT&T Mobility shall compensate
Supplier at the Holiday Rate as listed herein.


 


b.              Domestic Inbound/Outbound telecom.  AT&T Mobility shall be client of record
on the (800) service.  Subject to
AT&T Mobility’s prior written approval of usage, domestic inbound and
outbound telecom charges shall be[*].


 


c.               Postage, shredding, express mail, printing, and
courier services, trunking and circuits, reproduction (other than [*]which is
borne by[*]), and travel (Pre-approved by AT&T Mobility) will all be
charged at [*]in accordance with Exhibit 9 of the Agreement.


 


d.              Clerical Support $[*] per hour (not to exceed [*]per
[*]without prior approval of the AT&T Mobility contact identified in 2.1 of
this Work Order.  Functions shall
include, but not be limited to, the following tasks:


 


·                  Login
ordering, tracking, retiring and maintenance


·                  SOX
contact for all AT&T Mobility audits


·                  Clarify
maintenance


·                  Submitting
and tracking Credits and Adjustments


·                  Sessions
Enrollments for training


·                  AT&T
Mobility University setups and retires


·                  Course
enrollments and completions


·                  Tracking
and follow through of all Office of the President requests


·                  Back
up to LRP for all AT&T Mobility reporting


·                  Distribute and ensure follow up on feedback items
(Clarify, Wave, PCS, Tier II, SOA, Direct Fulfillment, etc.), compile results


·                  Gather and summarize results of initiatives
(PAR/SRS, migrations, etc.)


 

















 


e.               Any
Nesting will be billed at the Nesting rate set forth here in Exhibit B.  The Conversion rate will apply for training
required when CSRs are transferred from one AT&T program to another
AT&T program where “Conversion” training is required.


 

















 


Exhibit C


Program
Descriptions


 


	
  Program Name

  	
   

  	
  Program Description

  Functions shall include, but may not be

  limited to, the following tasks:

  	
   

  	
  Program Projects by Sites

  Any changes to the mix of

  Program project(s) supported

  by Site shall be subject to

  Exhibit 5 of the Agreement.

  
	
  Customer
  Service Experience (“CSE”), including Billing Conversion (“BCV”) or Consumer
  Care

  	
   

  	
  Inbound calls from post
  paid subscribers. Duties include the following account maintenance
  activities: billing statement questions, adjustments, changes to
  features/services, changes of billing information, customer issues relative
  to price plans, customer cancellation inquiries, adding / deleting
  promotions & features, contract inquiries and termination dates,
  rate plan changes, account updates, lost / stolen phone resolutions, cancel
  requests, promotion / plan clarification, programming phones, equipment and
  features instructions, voice mail resets, respond to coverage concerns,
  equipment (wireless cell phones and PDAs) changes, assisting with handset
  issues and upgrading equipment, migration of customers between billing
  application, completion of downtime form and offline services, escalated
  services/resolution.

  	
   

  	
  [*]

  
	
  Prepaid
  Consumer Care

  	
   

  	
  Inbound calls from
  prepaid subscribers. Duties include the following account maintenance
  activities: billing statement questions, adjustments, changes to
  features/services, changes of billing information, customer issues relative
  to price plans, customer cancellation inquiries, adding / deleting
  promotions & features, contract inquiries and termination dates,
  rate plan changes, account updates, lost / stolen phone resolutions, cancel
  requests, promotion / plan clarification, programming phones, equipment and
  features instructions, voice mail resets, respond to coverage concerns,
  equipment (wireless cell phones and PDAs) changes, migration of customers
  between billing application, completion of downtime form and offline
  services, escalated services/resolution.

  	
   

  	
  N/A

  
	
  Technical
  Support

  	
   

  	
  Primary point of
  contact for issues relating to call and data processing, roaming wireless
  network, prepaid network, provisioning and TDMA, GSM

  	
   

  	
  N/A

  



 

















 


	
  Program Name

  	
   

  	
  Program Description

  Functions shall include, but may not be

  limited to, the following tasks:

  	
   

  	
  Program Projects by Sites

  Any changes to the mix of

  Program project(s) supported

  by Site shall be subject to

  Exhibit 5 of the Agreement.

  
	
   

  	
   

  	
  and data technology.
  Offline work to support technical services can include filing cases and
  escalating resolution, and a filter team may exist to review case quality
  before routing to Tier III network groups.

  	
   

  	
   

  
	
  Receivables
  Management

  	
   

  	
  Inbound calls from
  consumer, post paid subscribers.  Duties include the following account
  maintenance activities:  Processing payments and setting payment
  arrangements, as appropriate.  General billing statement questions, adjustments
  related to late fees, restoral fees, and contract termination charges,
  changes to features/services, changes of billing information (address,
  contact numbers, etc.), customer issues relative to price plans, customer
  cancellation inquiries if customer is delinquent, contract inquiries and
  termination dates, simple rate plan changes (no family talk, complex
  changes), account updates, cancel requests, promotion / plan clarification,
  voice mail resets via AT&T Mobility.com.  Education of customer on payment
  options, such as *PAY, AT&T Mobility.com and Future Dated Payments.

  	
   

  	
  N/A

  
	
  Specialty
  Queues

  	
   

  	
  Services for unique
  business types including call handling for escalated customer care/RM issues
  specific to billing, equipment, coverage and account details.

  	
   

  	
  N/A

  



 

















 


Exhibit D


Hours of
Operations and Training Durations


 


	
  Program

  Names

  	
   

  	
  Project

  	
   

  	
  Site

  	
   

  	
  Hours of Operation

  	
   

  	
  Maximum

  New Hire

  Days

  	
   

  	
  Maximum

  New Hire

  Transition

  or Nesting

  Days

  	
   

  
	
  Customer Service Experience (“CSE”)

  	
   

  	
  North Central CSE /
  National After Hours

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  



 


15

















 


EXHIBIT
E


 


	
   

  	
   

  	
   

  	
   

  	
  Invoice Credit

  	
   

  	
  Target

  	
   

  	
  Earned Offset Debit

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  -

  	
   

  	
  -

  	
   

  	
  =

  	
   

  	
  +

  	
   

  	
  +

  	
   

  	
  Frequency

  	
   

  	
  Comments

  
	
  FCR

  	
   

  	
  Bonus/Penalty

  	
   

  	
  [*]%

  	
   

  	
  [*]%

  	
   

  	
  Compare
  To like centers

  	
   

  	
  [*]%

  	
   

  	
  [*]%

  	
   

  	
  [*]

  	
   

  	
  Subject
  to Work Order Section 6.3.1

  
	
   

  	
   

  	
  Result

  	
   

  	
  [*]%

  	
   

  	
  [*]%

  	
   

  	
   

  	
  [*]%

  	
   

  	
  [*]%

  	
   

  	
   

  	
   

  	
   

  
	
  Total Resolved

  	
   

  	
  Bonus/Penalty

  	
   

  	
  [*]%

  	
   

  	
  [*]%

  	
   

  	
  Compare to like centers

  	
   

  	
  [*]%

  	
   

  	
  [*]%

  	
   

  	
  [*]

  	
   

  	
  Subject
  to Work Order Section 6.3.2

  
	
   

  	
   

  	
  Result

  	
   

  	
  [*]%

  	
   

  	
  [*]%

  	
   

  	
   

  	
  [*]%

  	
   

  	
  [*]%

  	
   

  	
  [*]

  	
   

  	
   

  
	
  Occupancy

  	
   

  	
  Bonus/Penalty

  	
   

  	
  [*]%

  	
   

  	
  [*]%

  	
   

  	
  [*]%

  	
   

  	
  [*]%

  	
   

  	
  [*]

  	
   

  	
  Subject
  to Work Order Section 6.3.3

  
	
   

  	
   

  	
  Result

  	
   

  	
  [*]%

  	
   

  	
   

  	
   

  	
  [*]%

  	
   

  	
  [*]%

  	
   

  	
   

  	
   

  	
   

  
	
  Productivity

  	
   

  	
  Bonus/Penalty

  	
   

  	
  [*]%

  	
   

  	
  [*]%

  	
   

  	
  N/A

  	
   

  	
  [*]

  	
   

  	
  Subject
  to Work Order Section 6.3.4

  
	
   

  	
   

  	
  Result

  	
   

  	
  [*]%

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Transfers

  	
   

  	
  Bonus/Penalty

  	
   

  	
  N/A

  	
   

  	
  [*]%

  	
   

  	
  N/A

  	
   

  	
  [*]

  	
   

  	
  Subject
  to Work Order Section 6.3.5

  
	
   

  	
   

  	
  Result

  	
   

  	
  N/A

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AHT

  	
   

  	
  Bonus/Penalty

  	
   

  	
  [*]%

  	
   

  	
  [*]

  	
   

  	
  N/A

  	
   

  	
  [*]

  	
   

  	
  Subject
  to Work Order Section 6.3.6

  
	
   

  	
   

  	
  Result

  	
   

  	
  [*]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Maximum
  Calculated  Bonus/Penalty

  	
   

  	
  [*]%

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  [*]%

  	
   

  	
   

  	
   

  	
   

  
	
  Maximum
  Invoiced  Bonus/Penalty
  (CAP)

  	
   

  	
  [*]%

  	
   

  	
  

  	
   

  	
  CAP

  	
   

  	
  

  	
   

  	
  [*]%*

  	
   

  	
   

  	
   

  	
  Total Startek earned debit to
  AT&T’s invoice credit is capped at [*] percent ([*]%) and the AT&T invoice credit is capped at [*] percent ([*]%). The total debits, credits and/or bonuses will be applied to the
  invoiced amount for the CSE Program Billable Hours only ([*]).