EXHIBIT 10.53


 


Inbound and Outbound Contingency Services


 


Work Order


 


GAMSA-STAR081106-00.S.004


 


Between


 


StarTek, Inc.


 


And


 


AT&T Mobility LLC


 


1

















 


This Work Order
GAMSA-STAR081106-00.S.004 (“WO”), effective on December 1, 2008 (“Effective
Date”),  is issued pursuant to Agreement No. GAMSA-STAR081106-00
dated October 1, 2006 (“Agreement”) between AT&T Mobility LLC (“Buyer” or “AT&T”) and StarTek, 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 Work Order shall govern and
control.


 


Buyer hereby authorizes
Supplier to perform the following Services:


 


1              SCOPE OF WORK


 


1.1           Supplier shall take and
handle inbound and outbound customer care inquiries for Buyer’s Advanced
Network Services (“ANS”), Enterprise Technical Support (“ETS”) and Technical
Support Desk (“TSD”) (“Program”) by Phases in support of Buyer’s contingency
planning for work stoppage as follows:


 


a.     Phase
1:  Recruitment, hiring, and training of
applicable resources (Exhibit A)


b.     Phase
2:  Service Center Operations (Exhibit B)


 


1.2            In order to
accommodate the uncertainty inherent in scheduling for Buyer’s contingency
planning, Supplier shall begin each Phase specified above only upon receipt of
a Change Notice from Buyer in the form set forth in Exhibit D.   The Parties acknowledge that these phases
will be triggered, if at all, in Buyer’s sole discretion.


 


2.             PRIMARY CONTACT INFORMATION


 


2.1           The following will perform the function of primary
Supplier Project Manager for the Program for the duration of this Work
Order.  Supplier will use reasonable
commercial efforts to retain the resource in this position.


 


	
  Buyer Contact(s)

  	
   

  	
  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 December 1, 2008, (“Effective Date”), and shall
continue until midnight on September 30, 2009 the (“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 Buyer pursuant to this Work Order are listed in
Exhibits A-B “Phase 1-2” (the “Deliverables”).


 


5.     PERFORMANCE STANDARDS


 


5.1           Performance Standards
shall be determined for each Phase as shown in Exhibit’s A-B.


 


PRIVATE/PROPRIETARY/LOCK


 


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


 


2

















 


6.     PRICE


 


6.1           Materials and Services shall be compensated by Buyer
to Supplier pursuant to the rates and charges detailed in each Exhibit attached
hereto and fully incorporated herein by this reference.  Such rates and charges do not include all
applicable taxes.


 


7.       DISPUTE RESOLUTION


 


7.1           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:


 


	
   

  	
   

  	
  Buyer

  	
   

  	
  Supplier

  
	
  Within [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
  Within [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
  Within [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  



 


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.


 


8.     SPECIAL CONSIDERATIONS


 


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


 


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


 


8.1.2       Supplier will provide the necessary, as of the
Effective Date of this Work Order, voice and data infrastructure and PC’s (or
thin client applications in lieu of PCs) at Supplier’ Site(s) from the
point of demarcation within Supplier’s 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 C of this Work
Order.   Supplier’ PCs will reside on the
Supplier network and access AT&T Mobility’s systems via web, Citrix, or
other thin client connectivity.


 


8.1.3       Supplier shall pay for [*], as of the Effective
date of this Work Order, [*].  AT&T
Mobility shall be responsible for [*], including [*].  In the event AT&T Mobility utilizes VoATM
to deliver calls to a Supplier hub, AT&T Mobility will provide [*].  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 [*]hours of AT&T Mobility’s request; provided that AT&T Mobility
is current on all invoices.


 


8.1.4       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.


 


3

















 


8.1.5        Information Security:  Supplier shall be in compliance with the
AT&T Supplier Information Security Requirements included herein as Exhibit C.


 


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


 


	
  StarTek, Inc.

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
        /s/
  A.L. Jones

  	
   

  	
  By:

  	
  /s/ Jewel Hornbuckle

  
	
   

  	
   

  	
   

  	
   

  
	
  Printed Name:

  	
  A. Laurence Jones

  	
   

  	
  Printed Name:  Jewel Hornbuckle

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  CEO

  	
   

  	
  Title: Sr. Contract Manager

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  1/29/09

  	
   

  	
  Date:

  	
  1/9/09

  
								



 


4

















 


EXHIBIT A


PHASE 1


DELIVERABLES


 


ORDERING
OF IT EQUIPMENT (SERVERS/CIRCUITS)


 RECRUITMENT, HIRING, AND TRAINING OF
APPLICABLE RESOURCES


 


1              SCOPE OF WORK


 


1.1           Supplier
is authorized to provide the following (“the Work”):


 


·      Circuits
and servers as approved by AT&T


·      Recruit,
Hire, and Train [*] resources (resources may be adjusted as approved by
AT&T)


 


1.2           Services shall be performed on the date
when signed by last Party through September 30, 2009 during the following
hours of operation (“Hours of Operation”) set forth below by site (“Site”):


 


	
   

  	
  Programs

  	
   

  	
  Location

  	
   

  	
  Hours of Operation

  	
   

  	
  Maximum New Hire

  *Days

  
	
   

  	
  ANS

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
   

  	
  ETS

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
   

  	
  TSD

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  



 






	
   

  	
   

  	
  * Actual Training Days

  



 


1.3           Ramp Up
Schedule


 


Number of Agents in production


 


	
   

  	
  Program

  	
   

  	
  Total Agents

  
	
   

  	
  ANS

  	
   

  	
  [*]

  
	
   

  	
  ETS

  	
   

  	
  [*]

  
	
   

  	
  TSD

  	
   

  	
  [*]

  



 


1.4           Hours of Operation may be amended from
time to time as set forth in Exhibit D Change in Scope of this Work
Order.  Buyer reserves the right to
modify (decrease or increase) Services Hours of Operation [*] written notice to
Supplier.  Buyer agrees to utilize the
procedures outlined in Exhibit D to effect this change.


 


2.             EFFECTIVE DATE


 


2.1           Phase 1 shall commence upon receipt of written notification from Buyer by
Change Order (“Effective Date”).  This
Phase may be terminated as allowed in the Agreement or in this Work Order.


 


3.             TRAINING


 


3.1           Supplier agrees to provide Customer Service Representative (CSRs) with
initial classroom training and on-the-job training (“Nesting”) at the rates set
forth in Attachment 1 to Exhibit A (“Price”).


 


5

















 


3.2           Supplier agrees to
provide initial Program training and Nesting to Supplier’s CSRs in accordance
with Buyer provided Training Materials, and[*], Buyer requested monthly
supplemental, policy training, and product and offer training, at the rates set
forth in Attachment 1 to Exhibit A, in order to perform the Services
described in this Work Order.


 


3.3           Buyer may request
changes to initial Program training subject to Exhibit D of this Work
Order


 


3.4.          Any, and all, trainers
must be certified by AT&T master trainers to facilitate new hire
curriculum.


 


4.             PRICE


 


4.1           Circuits and servers, including any termination fees
incurred by Supplier upon the expiration of the Term or earlier termination of
this Work Order – [*]


 


4.2           Recruiting, Hiring, Training – As outlined in
Attachment 1 to Exhibit A (“Price”)


 


5.             SPECIAL
CONSIDERATIONS


 


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


 


5.1.1        Termination – This Phase 1 of Work Order No. GAMSA-STAR081106-00.S.004
may be terminated upon [*] notice utilizing the Change Notice as outlined in Exhibit D.


 


5.1.2        Initial new hire training:  Supplier agrees to provide initial Program
training to Supplier’s 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 A, in order to
perform the Services described in this Work Order.  If mutually agreed between the parties
subject to Exhibit D of this Work Order, AT&T Mobility may provide
AT&T Mobility trainers for initial train-the-trainer training programs.


 


5.1.3        AT&T Mobility may request to extend the
duration of initial Program training subject to Exhibit D of this Work
Order.


 


6

















 


ATTACHMENT 1


TO EXHIBIT A


 


PRICE


 


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


 


	
  PROGRAM
  NAME

  	
   

  	
   

  	
   

  	
  StarTek Tier II Pricing (US)

  
	
  Technical
  Support Tier II,

  ANS, TSD. & ETS Programs -

  Tenure Level Based on Agent

  Tenure in Months

  	
   

  	
  [*]

  	
   

  	
  $[*]

  
	
   

  	
  [*]

  	
   

  	
  $[*]

  
	
   

  	
  [*]

  	
   

  	
  $[*]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  After
  Hours Support

  	
   

  	
  [*]

  	
   

  	
  $[*] Premium on Agent’s applicable Tenured Rates

  
	
   

  	
  [*]

  	
   

  	
  $[*] Premium on Agent’s applicable Tenured Rates

  
	
   

  	
  [*]

  	
   

  	
  $[*] Premium on Agent’s applicable Tenured Rates

  
	
  Clerical
  Support

  	
   

  	
  Not to exceed
  [*]without prior approval of AT&T

  	
   

  	
  $[*]

  
	
  DRUG
  SCREEN &  BACKGROUND CHECK

  	
   

  	
  [*] (Checks required as a result of attrition
  will be the responsibility of StarTek.)

  
	
  OVERTIME
  RATE & HOLIDAY

  	
   

  	
  [*]% premium above the applicable Billable
  Hour rate

  
	
  NESTING
  - PRODUCTION

  	
   

  	
  Nesting:

    Tier II Tech Support - $[*]

  
	
  TRAINING
  RATE

  	
   

  	
  New Hire/Growth:

    Tier II Tech Support - $[*]

  
	
   

  	
  Supplemental Training [*]

  
	
   

  	
  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.


 


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 [*].


 


7
















 


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 [*].


 


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 A.  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.


 


8

















 


EXHIBIT B


PHASE 2


DELIVERABLES


 


SERVICE
CENTER OPERATIONS


 


Buyer hereby authorizes
Supplier to perform the following Services:


 


1                                         SCOPE
OF WORK


 


1.1                                Supplier
customer services representatives (“CSRs”) shall shall take and handle inbound
and outbound customer care inquiries for Buyer’s Advanced Network Services (“ANS”),
Enterprise Technical Support, (“ETS”) and Technical Support Desk (“TSD”)
programs (“Program”).


 


1.2                                Supplier
shall assist Buyer ANS, ETS and TSD customers with issues as specified in
Attachment 1 to Exhibit B (Program Descriptions).


 


1.3                                Any
other 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 the Site, shall be subject to Exhibit D
of this Work Order.


 


1.4                                Services
shall be performed, not including Holidays as set forth in Attachment 3 to Exhibit B,
during the following Hours of operation 
(“Hours of Operation”) set forth below by site (“Site”):


 


	
  Program Name

  	
   

  	
  Location

  	
   

  	
  Hours
  of Operation

  
	
  ANS

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
  ETS

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
  TSD

  	
   

  	
  [*]

  	
   

  	
  [*]

  



 


1.5                                Hours
of Operation may be amended from time to time as set forth in Exhibit D of
this Work Order.  Buyer reserves the
right to modify (decrease or increase) Services Hours of Operation upon [*]
calendar [*] written notice to Supplier. 
Buyer agrees to utilize the procedures outlined in Exhibit D to
effect this change.


 


2.                                      EFFECTIVE
DATE


 


2.1                                Phase
2 shall commence upon receipt of a signed Change Notice (Exhibit D).  This Phase may be terminated as allowed in
the Agreement or in this Work Order.


 


3.                                      SERVICE
SPECIFICATIONS AND REQUIREMENTS


 


3.1                                The
deliverables to be delivered by Supplier to Buyer pursuant to this Work Order
[*] are listed in Attachment 2 “Deliverables Matrix” (the “Deliverables”).


 


3.2                                Buyer
shall provide to Supplier a daily CSR equipment fraud report (“Equipment Fraud
Report”) for Supplier audit.


 


9

















 


4.                                      BUYER
SYSTEMS USE AND DOWNTIME


 


4.1                                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.  [*].  Supplier shall be excused from Performance
Standards for the duration of the system outage.


 


4.2                                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. 
[*].  Supplier shall be excused
from Performance Standards for the duration of the outage.


 


4.3                                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.


 


4.4                                Notwithstanding
the foregoing, in the event of a Supplier system/telecommunications outage,
Supplier will utilize CSRs’ billable time for offline work and training for the
duration of the outage.  AT&T
Mobility shall not be charged for unutilized hours for the duration of a
Supplier system outage.


 


4.5                                Supplier
shall advise the AT&T Mobility Contact and/or Supplier 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.


 


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.


 


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


 


5.              PERFORMANCE STANDARDS:


 


5.1                                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 (“Effective
Date”), Performance Standard measurements for Sites existing on the Effective
Date shall begin the month following the Effective Date, or for the Performance
Standards related to First Call Resolution and Respect, the next full or
prorated per complete months remaining, as the case may be, calendar
quarter.  Performance Standards for Sites
opening after the Effective Date shall be applicable to Services performed from
a particular Site/Program [*] days after Site opening.  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 Inbound Receivables
Management 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 5.3.3
Occupancy which may earn a true debit. 
Notwithstanding the foregoing, Supplier may earn a Bonus subject to
Sections 5.3.1 and 5.3.2.  AT&T
Mobility invoice credits, Supplier earned debits to AT&T Mobility invoice
credits, and bonuses will be calculated as set forth in Section 5.3 and
shall be applied on a quarterly basis.


 


5.2                                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:


 


10

















 


1.   [*]-Day
Staffing Requirement


 


a.              Buyer will provide to Supplier a [*]-day
staffing requirement with the required number of Full Time Equivalents (“FTEs”)
(not to include OT) by Site/Line Group for recruitment purposes.


 


b.             [*]-Day Call Volume Outlook:  Buyer will provide to Supplier a [*]-Day Call
volume Outlook with the required number of Full Time Equivalents (“FTEs”) by
Site/Program for recruitment purposes.


 


c.              Based upon Buyer’s proposed [*]-day
staffing requirement and its [*]-Day Call Volume Outlook, the parties will
mutually agree upon the required [*]-day staffing requirement (“[*]-Day Staffing
Requirement”).


 


2.   [*] Day
Locked Forecast


 


a.              Buyer will provide to Supplier a [*]-Day
Volume 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”).


 


b.             Buyer will provide to Supplier a [*]
staffing model by interval on the Site level (suggested staffing or call
volume).


 


3.   [*] Day Forecast


 


a.              Buyer will provide to Supplier [*] 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 A. 
Notwithstanding the foregoing, in the event that AT&T Mobility
requests training to extend beyond the current requirements set forth in Exhibit A,
the parties shall address the change subject to Exhibit D of this Work
Order.


 


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’s 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, which may include offering
voluntary go home (“VGH”) or internal training.


 


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 D of this Work Order.  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 [*]written notice to
Supplier per the procedure outlined in Exhibit D, Management Procedures
for Change in Scope of this Work Order.


 


11

















 


b)                                     Notwithstanding the foregoing Performance
Metrics and/or AT&T Mobility invoice credits under this Work Order 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 Work Order 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: 
[*].


 


5.3                               Performance Metrics: 
The following Performance Metrics shall be measured on a Site basis 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 subject to Exhibit B of this Work
Order.


 


5.3.1                      First Call Resolution Rate (“FCR”):
 is
defined as the total number of first time callers divided by the number of “One
and Done” calls.  Wrong Interactions are
factored out of calculation.  Each site
is measured/accountable for this revised FCR   FCR will be measured quarterly by Site 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.


 


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 B.  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:


 


	
  below [*] % of Like
  sites

  	
   

  	
  [*] % AT&T Mobility
  invoice credit

  
	
  [*]% of Like Sites

  	
   

  	
  [*] % AT&T Mobility
  invoice credit

  
	
  [*]% of Like Sites

  	
   

  	
  [*] % Supplier earned
  offset debit

  
	
  [*]%+ of Like Sites

  	
   

  	
  [*] % Supplier earned
  offset debit

  
	
   

  	
   

  	
   

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

  	
   

  	
   

  



 


A [*] percent ([*] %)
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.  Additionally, no
invoice credit shall be due for the FCR performance standard if the FCR goal
was achieved for the quarter.


 


12

















 


5.3.2                        Respect:
will be measured [*] by Site 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 [*] measurement. 
AT&T Mobility or AT&T Mobility vendor sites with samples sites
of less than [*] shall not be included in the stack ranking.


 


AT&T Mobility invoice
credits and Supplier earned offset debits will be applied at the end of the
[*], by Site/Program pursuant to Exhibit B.  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 Respect scores:


 


	
  below [*] % of Like
  Sites

  	
   

  	
  [*] % AT&T Mobility
  invoice credit

  
	
  [*]% of Like Sites

  	
   

  	
  [*] % AT&T Mobility
  invoice credit

  
	
  [*]% of Like Sites

  	
   

  	
  [*] % Supplier earned
  offset debit

  
	
  [*]%+ of Like Sites

  	
   

  	
  [*] % Supplier earned
  offset debit

  
	
   

  	
   

  	
   

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

  	
   

  	
   

  



 


A [*] percent ([*] %)
bonus may apply on a per Site basis if the FCR and Respect stretch targets are
achieved in any quarter (“Bonus”).  The
stretch target for Respect is [*] percent ([*] %) or better.   The Bonus shall be calculated as
follows:  [*].  Additionally, no invoice credit shall be due
for the Respect performance standard if.


 


5.3.3                      Occupancy Rate:  The Occupancy Rate will be measured monthly,
and shall be determined 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

  
	
   

  	
   

  	
  [*]% 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.


 


5.3.4                      Call Transfer Rate:  Call Transfer Rate will be determined by [*]
by a live CSR.  The parties acknowledge
and agree that Supplier shall strive to meet the goal set forth herein but
shall not be subject to material default of this Program, the Work Order or the
Agreement for any failure to meet the target. 
The Call Transfer Rate Performance Standard will be waived if the
average of other Like Sites is greater than or equal to [*] percent ([*] %).  Change management procedures set forth in Exhibit D
of this Work Order will be invoked for process changes directly impacting Call
Transfer Rates.


 


	
  TBD

  	
   

  	
  (Rounded to the
  nearest whole percentage)

  



 


5.3.5                      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 set target provided in the [*] Day Lock.  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,


 


13

















 


With respect to credits
and debits, AT&T Mobility may receive the invoice credit set forth herein
in the event the [*] AHT measurement meets the specified target.  Change management procedures set forth in Exhibit D
of this Work Order will be invoked if AHT targets need to change.


 


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


 


	
  Above specified target

  	
   

  	
  [*] % AT&T Mobility
  invoice credit

  



 


5.3.6                      Short Call Rate: Shall
mean calls that are less than [*] in length. 
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 D of this  Work Order.


 


5.3.7                      Total Resolved:  Will be measured [*] by Site 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 [*] measurement.  AT&T Mobility or AT&T Mobility vendor
sites with samples sites of less than [*] shall not be included in the stack
ranking.


 


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 B.  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:


 


	
  below [*] % of Like
  sites

  	
   

  	
  [*] % AT&T Mobility
  invoice credit

  
	
  [*]% of Like Sites

  	
   

  	
  [*] % AT&T Mobility
  invoice credit

  
	
  [*]% of Like Sites

  	
   

  	
  [*]% Supplier earned
  offset debit

  
	
  [*]%+ of Like Sites

  	
   

  	
  [*] % Supplier earned
  offset debit

  
	
   

  	
   

  	
   

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

  	
   

  	
   

  



 


A [*] percent ([*] %)
bonus may apply on a per Site basis if the Total Resolved stretch target
is  achieved in any quarter (“Bonus”).  The stretch target for Total Resolved is [*]
percent ([*] %) or better.   The Bonus
shall be calculated as follows:  [*].  Additionally, no invoice credit shall be due
for the Total Resolved performance standard if [*].


 


5.3.8                     Availability: The measurement for
Availability will be measured [*] and shall be calculated as follows:  [*].


 


Defined as sum [*].  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 D of this  Work Order.


 


5.3.9                     Wave Survey:  shall mean an external customer survey
completed by a third party to measure first call resolution, total resolution,
overall satisfaction, and willingness to recommend.


 


5.3.10               Call Quality:  shall mean an external monitoring process
that measures the representative’s ability to Adhere to policy and procedures,
adequately service customers, and resolve customer issues.  The three major areas of measurement are
business practices, rep index, and resolution. 
The specified goal 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 D of the Work
Order.


 


5.3.11


 


14
















 


	
  Program

  	
   

  	
  Target

  
	
   

  	
   

  	
   

  
	
  ANS

  	
   

  	
   

  
	
   

  	
   

  	
  AHT: [*]

  
	
   

  	
   

  	
  Accessibility: [*]%

  
	
   

  	
   

  	
  ASA: [*]

  
	
   

  	
   

  	
  Occupancy: [*]%

  
	
   

  	
   

  	
  Service Levels: [*]% in
  [*] and [*]% in [*] (both should be tracked)

  
	
   

  	
   

  	
  Availability: [*]%

  
	
   

  	
   

  	
  FCR: [*]%

  
	
   

  	
   

  	
   

  
	
  ETS and TSD

  	
   

  	
   

  
	
   

  	
   

  	
  Availability: [*]%

  
	
   

  	
   

  	
  Accessibility: [*]%

  
	
   

  	
   

  	
  Occupancy Rate: [*]%

  
	
   

  	
   

  	
  ASA: [*] (service level
  — [*]% [*])

  
	
   

  	
   

  	
  Service Level: [*]% [*]
  (want report on [*] as well)

  
	
   

  	
   

  	
  AHT: [*]

  
	
   

  	
   

  	
  Conf/Transfer: [*]%

  
	
   

  	
   

  	
  Repeat Calls: [*]%

  
	
   

  	
   

  	
  Short Call: [*]%

  
	
   

  	
   

  	
  Repeat Calls: [*]%

  
	
   

  	
   

  	
  Supervisor to Rep.
  ratio: [*]

  
	
   

  	
   

  	
  Wave Goals:

  
	
   

  	
   

  	
  ·        First Call Resolution:
  [*]%

  
	
   

  	
   

  	
  ·        Total Resolved: [*]%

  
	
   

  	
   

  	
  ·        Overall Satisfaction: [*]%

  
	
   

  	
   

  	
  ·        Willingness to Recommend: [*]%

  
	
   

  	
   

  	
  ·        Rep. Index: [*]%

  



 


6.                                     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 for the affected Line of
Business (BEUC or NBO).  For
each Line of Business the total AT&T Mobility invoice credit for all
Performance Standards in aggregate in any month cannot exceed a maximum of [*]
percent ([*]%) of the Line of
Business invoice amount.  For
each Line of Business 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 ([*]%) of the Line of Business invoice amount.  Notwithstanding the
foregoing, Supplier may earn an additional [*] percent ([*] %) Bonus per [*]
upon attainment of FCR and Respect stretch targets for each applicable Line
of Business.


 


7.                                     PERFORMANCE
METRICS WAIVERS


 


7.1        In
addition to any other waivers set forth in 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.


 


7.2        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.  Failure by
AT&T Mobility to provide such written claim shall constitute a waiver by
AT&T Mobility of any claims for penalties/service credits or a different
penalty/service credit amount for the applicable service period.


 


15

















 


8.                                      PRICE


 


8.1                                Services shall be compensated by Buyer to
Supplier pursuant to the rates and charges detailed in Attachment 3  (“Price”) which is attached hereto and fully
incorporated herein by this reference. 
Such rates and charges [*] all applicable taxes.


 


9.              SPECIAL
CONSIDERATIONS


 


9.1                                Quality
Assessment:  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 ([*] %) from the previous month’s
[*]-Day Commitment, AT&T Mobility and Supplier shall re-evaluate the QA
staffing required to meet the obligations set forth herein


 


8.2                                Scripts:  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.


 


8.3                                Time
off granted to CSRs shall be scheduled such that it does not affect service
levels.


 


10.       DEFINITIONS


 


10.1                          “AUX State” the state in which users are logged in to the
switch but not receiving (inbound) or making (outbound) calls


 


10.2                          “Average Handle Time” (AHT) is defined as the total time a CSR is in
talk time plus after-call wrap time plus hold time divided by the number of
calls taken by that CSR in the measured period of time.


 


10.3                          “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 day of pre-shift instructions per CSR unless
otherwise directed by AT&T Mobility.  The Billable Hour include [*]
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 [*] minutes.


 


10.4                          “Customer
Service Representative” or “CSR” means a Supplier employee who is contacted
by and speaks with AT&T Mobility’s customers either via telephone, email or
on-line chat sessions on behalf of AT&T Mobility.  A CSR provides support, answers questions and
solves problems related to AT&T Mobility’s Products or Programs.


 


10.5                          “Interactive Voice Response” or “IVR”,
is a phone technology that allows a computer to detect voice and touch tones
using a normal phone call. The IVR system can respond with pre-recorded or
dynamically generated audio to further direct callers on how to proceed.


 


10.6                          “Nesting” means the period after CSRs have
completed the classroom training and are receiving inbound calls in the
Production environment with mentoring and coaching.


 


16

















 


10.7                          “Occupancy” means the percentage of time
the CSR is logged into CMS handling calls (any and all components of Average
Handle Time) and shall be determined by subtracting total idle time (idle while
logged in)  from total logged in time and
dividing the difference by total logged in time.


 


10.8                          “Offset Debit” refers to a bonus that can be earned by supplier for above average
performance.  In the event that supplier
performs well and does not incur any credits, earned debits will still be
applied.


 


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


 


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


 


12.11                    “Product” or “Program” means AT&T
Mobility’s services and customer support services related thereto.


 


12.12                    “Production” is defined as the mode when
CSR’s, after successfully completing the prescribed new hire training program,
are handling live calls from AT&T Mobility customers.


 


12.13                    “Project” is defined as any effort for
which a WO is created in support of AT&T Mobility.


 


12.14                    “Quality Assessment” is based upon the quality
observations outlined in Section 11.1.3 of this WO.  Total Quality Assessment score is the average
of all observation scores performed within the performance period.


 


12.15                    “Service Level” is defined as the percentage of AT&T
Mobility’s customers who will have access to a live CSR within the specified
amount of time, as a percentage of total calls offered to Supplier’s ACD.


 


12.16                    “Short Call Rate” “
shall mean calls, excluding the TDMA Line Group, which are less than [*] in
length.


 


12.17                    “Team Leader” means a Supplier employee of supervisory
level.


 


12.18                    “User(s)” means AT&T Mobility and its authorized Third
Parties, as well as each of their respective employees, agents, representatives
and customers, if any, who use goods or services relating to, resulting from,
or arising out of Products and/or Services provided by Supplier hereunder.


 


12.19                    “Warm Transfer” is defined as the process of transferring a
customer seeking information to the appropriate resource to assist the
customer. During the call transfer, the transferring CSR will introduce the
calling customer to the receiving CSR and provide a brief overview of the
customer.


 


17

















 


ATTACHMENT
1


TO
EXHIBIT B


PROGRAM
DESCRIPTIONS / JOB OVERVIEWS


 


	
  Program
  Name

  	
   

  	
  Program Description

  Functions shall include, but may not be limited to, the 

  following tasks:

  	
   

  	
  Program Projects by 

  Sites

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   Advanced
  Network Services (ANS)

  	
   

  	
  Business
  As Usual (BAU) — BCSS1  

  1.     Customer facing call taking Specialist 

  2.     Support the following Devices: 

  ·     Palm
  Operating System 

  ·     Windows
  Mobile 

  ·     Blackberry
  

  ·     Symbian
  Operating Systems 

  ·      Standard
  Consumer Devices 

  3.     supports
  troubleshooting of the following primary issues 

  ·     Internet
  Connectivity 

  ·     MediaNet
  

  ·     Email
  (Corporate, MediaNet and Personal) 

  ·     SMS/MMS
  

  ·     Ringtone/Application
  Download 

  ·     Adding
  /Removing features in billing systems for troubleshooting 

  	
   

  	
  [*]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LaptopConnect
  (LTC) — BCSS1  

  1.     Customer facing call taking Specialist 

  2.     Support
  the following Operating Systems with the AT&T Communication Manager: 

  ·     Windows
  (200,XP, and Vista are the most common) 

  ·     Macintosh
  

  3.     supports
  troubleshooting of the following 

  Devices·  

  Tethering
  via: 

  ·      IrDA
  

  ·      Bluetooth
  

  ·      Cable
  

  ·      AirCards
  (including limited troubleshooting on some imbedded modems) 

  4.supports troubleshooting of the following primary
  issues: 

  ·     Communication
  Manager Setup 

  ·     Unable
  to connect 

  ·     Able
  to connect, but not browse 

  ·     Unable
  to receive email 

  ·     VPN
  connectivity issues 

  ·      Adding
  /Removing features in billing systems for troubleshooting

  	
   

  	
   

  



 


18

















 


	
  Program Name

  	
   

  	
  Program Description

  Functions shall include, but may not be limited to, the 

  following tasks:

  	
   

  	
  Program Projects by 

  Sites

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Enterprise
  Technical Support (ETS)

  	
   

  	
  ·      
  Helpdesk to Helpdesk Support  for Enterprise Customers, Government
  accounts and Public Safety 

  ·      
  Highly skilled and knowledgeable representatives 

  ·      
  Continuous internal training 

  ·      
  [*] representatives  -[*]  &  [*] 

  ·      
  All-In-One Support: Voice & Data available [*] 

  ·      
  Supports: ISE, UMPTS, EDGE, GPRS, GSM, Frame Relay, PTT, IPPT, Enterprise
  Paging, SMS and Laptop Connect products 

  ·      
  Proactive Network Outage & Maintenance          Notifications
  

  ·      
  Integrated with Enterprise On Demand/Self -Service Portal for electronic
  fault handling (tickets) 

  ·      
  Works along side System Engineers  for custom implementations 

  ·      
  Unique customer PIN to access  a Toll Free queue 

  ·      
  Structured and timely on-boarding process to introduce new customers to
  comprehensive support capabilities 

  ·      
  Consistent customer communication throughout the lifecycle of each issue 

  ·      
  Staffed and organized for customer, issue and application familiarity

  	
   

  	
  [*]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Technical
  Support Desk (TSD)

  	
   

  	
  Small Business —
  BAE/BAM/SBAM and Retail Rep 

  ·      
  Phoenix/BASE Navigation 

  ·      
  FAN Migrations 

  ·      
  Archived Contract Reprints 

   

  Small Business
  Key Contacts (SBKC) supporting a Business Owner or Authorized Order Placer 

   

  AUID is required
  when calling 

   

  ·      
  BASE PIN Management 

   

  Small Business
  Activation Support (SBAS) representatives 

  ·      
  Work to clarify cases related to system errors 

  ·      
  Report and monitor system outage or latency

  	
   

  	
  [*]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Reports
  Analyst

  	
   

  	
  Conduct
  quarterly Program reviews 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 

  	
   

  	
   

  



 


19

















 


	
  Program
  Name

  	
   

  	
  Program Description

  Functions shall include, but may not be limited to, the 

  following tasks:

  	
   

  	
  Program Projects by 

  Sites

  
	
   

  	
   

  	
  must collectively
  establish an action plan to be implemented within [*] to achieve measurable
  results within [*].

  	
   

  	
   

  



 


20
















 


ATTACHMENT
2 TO EXHIBIT B — DELIVERABLES MATRIX


 


	
  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 D 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 [*] 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.

  



 


21

















 


	
  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

   

  



 


22

















 


ATTACHMENT 3


TO EXHIBIT B


PRICE


 


	
  PROGRAM NAME

  	
   

  	
  StarTek
  Tier II Pricing (US)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Technical
  Support Tier II, 

  ANS, TSD. & ETS Programs- 

  Tenure Level Based on Agent 

  Tenure in Months

  	
   

  	
  [*]

  [*]

  [*]

  	
   

  	
  $[*]

  $[*]

  $[*]

  
	
  After
  Hours Support

  	
   

  	
  [*]

  	
   

  	
  $[*] Premium on Agent’s
  applicable Tenured Rates

  
	
   

  	
   

  	
  [*]

  	
   

  	
  $[*] Premium on Agent’s
  applicable Tenured Rates

  
	
   

  	
   

  	
  [*]

  	
   

  	
  $[*] Premium on Agent’s
  applicable Tenured Rates

  
	
  Clerical
  Support

  	
   

  	
  Not to exceed [*]
  without prior approval of AT&T

  	
   

  	
  

  $[*]

  
	
  DRUG
  SCREEN &  BACKGROUND CHECK

  	
   

  	
   

  	
   

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

  
	
  OVERTIME
  RATE & HOLIDAY

  	
   

  	
   

  	
   

  	
  [*]% premium above the applicable Billable
  Hour rate

  
	
  NESTING
  - PRODUCTION

  	
   

  	
   

  	
   

  	
  Nesting:   

  Tier II Tech Support - $[*]

  
	
   

  	
   

  	
   

  	
   

  	
  New Hire/Growth:  

  Tier II Tech Support - $[*]

  
	
  TRAINING
  RATE

  	
   

  	
   

  	
   

  	
  Supplemental Training [*].

  
	
   

  	
   

  	
   

  	
   

  	
  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.


 


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 re attrition training which is borne by Supplier), and
travel (Pre-approved by AT&T Mobility) will all be charged at [*].


 


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:


 


23

















 


·                  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.)


 


24

















 


EXHIBIT C


 


Information Security
Policy


AT&T
Supplier Information Security Requirements


 


[*]


 


EXHIBIT D


Management Procedures for
Change Notice


 


1.               AT&T shall have the right to make changes in the
scope of the work and Specification to be performed under this Work Order as
set forth in this Exhibit D. All changes shall be authorized in writing by
AT&T Contact through a Project Change Notice.


 


2.               Supplier shall not make any changes in the scope of
the work or Specification to be performed under this Work Order which have not
been authorized in writing by the AT&T Contact.


 


3.              If Supplier receives
instructions, directions or requests to make any change or changes that will
result in a change in the scope of the work to be performed under this Work
Order from anyone other than the AT&T Contact, Supplier shall promptly
notify the AT&T Contact and provide a description of the proposed change,
or changes, the length of the delay, if any, that will result from the change
or changes and the increased cost, if any, that will result from such change or
changes.


 


4.               If Supplier
receives instructions, directions, or requests from AT&T Contact to make
any change or changes that will result in a change in the scope of the work to
be performed under this Work Order, Supplier shall reasonably promptly provide
AT&T Contact with the length of the delay, if any, that will result from
the change or changes and the increased cost, if any, that will result from
such change or changes. Supplier shall not proceed to implement any such change
without the written agreement of AT&T Contact and Supplier. To the extent
the development work is delayed as a result of Supplier having no written
authority to proceed with a change or changes to the development project,
Supplier shall not be responsible therefore. Any such changes that are made by
Supplier without written approval of AT&T Contact, other than at the urging
or other affirmative act by the AT&T Contact, shall not excuse any delay in
a delivery date or form the basis for any claim or rationale to increase
Supplier’s pricing.


 


5.               Any delays
indirectly or directly affecting the dates in the Deliverables Matrix that are
approved in writing by the AT&TContact shall be excused, and any increase
in the cost must be approved in writing by the AT&T Contact and shall be
added to the Supplier’s price.


 


6.               Notwithstanding any
other provision herein, Supplier shall not be obligated to make any change to
this Work Order that would cause Supplier to violate any law, rule or
regulation; would cause Supplier to violate any contractual obligation of
Supplier; or for which the timing and price related to such change cannot be
agreed upon by the parties.


PROJECT
CHANGE NOTICE NEXT PAGE


 


25

















 


EXHIBIT D


CHANGE
NOTICE


 


	
  DATE:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CLIENT:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  PROJECT:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  DESCRIPTION OF CHANGE:   PHASE
       INITIATION

  



 


ALL SUPPORTING MATERIALS ATTACHED? YES o NO o


 


	
  DATE:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  DATE:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  COST OF CHANGE (if any):         $

  
	
   

  	
   

  	
   

  
	
  DATE: APPROVALS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


	
  Supplier

  	
   

  	
  Buyer

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
  Printed
  Name:

  	
   

  	
   

  	
  Printed
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date:

  	
   

  
							



 


26