exv10w85



 




Exhibit 10.85




MASTER SERVICES AGREEMENT




Between




STARTEK




And




CINGULAR WIRELESS LLC




For




CALL CENTER SERVICES SUPPORT

V.3




Agreement No: GAMSA-STAR081106-00

Effective Date:10/01/06



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



PRIVATE/PROPRIETARY/LOCK




Contains private and/or proprietary information. May not
be used or disclosed outside Cingular or Supplier except pursuant to a written Agreement.




 


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	2.

	 	SCOPE OF AGREEMENT
	 	 	5	 
	 
	 	 	 	 	 	 
	DURING THE TERM OF THIS AGREEMENT, CINGULAR
MAY AUTHORIZE STARTEK TO PERFORM WORK AS
SPECIFIED IN A
STATEMENT OF WORK (“SOW”) ISSUED BY CINGULAR
TO STARTEK. STARTEK WILL BE SUBJECT TO THE TERMS AND
CONDITIONS CONTAINED IN EACH ORDER AND STARTEK
WILL PERFORM THOSE SERVICES IN ACCORDANCE WITH THE
TERMS OF THE ORDER AND THIS AGREEMENT. PRICING
SHALL BE BASED ON THOSE RATES NEGOTIATED FOR EACH
SOW.	 	 	5	 
	 
	 	 	 	 	 	 
	3.

	 	NON-EXCLUSIVE MARKET
	 	 	5	 
	 
	 	 	 	 	 	 
	4.

	 	DEFINITIONS
	 	 	5	 
	 
	 	 	 	 	 	 
	5.

	 	ACCESS
	 	 	8	 
	 
	 	 	 	 	 	 
	6.

	 	AMENDMENTS AND WAIVERS
	 	 	8	 
	 
	 	 	 	 	 	 
	6.1 THIS AGREEMENT AND ANY SOW PLACED HEREUNDER
MAY BE AMENDED OR MODIFIED ONLY BY A WRITTEN
DOCUMENT SIGNED BY THE AUTHORIZED REPRESENTATIVE
OF BOTH PARTIES; PROVIDED THAT THE PARTIES MAY,
MUTUALLY AGREE UPON CHANGES TO THE SCOPE OF WORK
VIA THE CHANGE PROCESS DEFINED IN EXHIBIT 5.	 	 	8	 
	 
	 	 	 	 	 	 
	7.

	 	ASSIGNMENT
	 	 	8	 
	 
	 	 	 	 	 	 
	8.

	 	CALL FLOW AND SCRIPT APPROVAL
	 	 	9	 
	 
	 	 	 	 	 	 
	8.1 CINGULAR SHALL BE RESPONSIBLE FOR AND MUST
APPROVE SCRIPTS, ORDER FORMS, AND REPORT FORMATS TO
BE USED BY STARTEK FOR SERVICES PROVIDED PURSUANT TO
THIS SOW. IF STARTEK DESIRES ANY CHANGES
WHATSOEVER TO THE AFOREMENTIONED SCRIPTS, FORMS OR
FORMATS, THEN STARTEK MUST OBTAIN CINGULAR’S
PRIOR WRITTEN APPROVAL OF SUCH CHANGES	 	 	9	 
	 
	 	 	 	 	 	 
	9.

	 	CANCELLATION AND TERMINATION
	 	 	9	 
	 
	 	 	 	 	 	 
	10.

	 	COMPLIANCE WITH LAWS
	 	 	10	 
	 
	 	 	 	 	 	 
	11.

	 	CUMULATIVE REMEDIES
	 	 	10	 
	 
	 	 	 	 	 	 
	12.

	 	CONFLICT OF INTEREST
	 	 	11	 
	 
	 	 	 	 	 	 
	13.

	 	CONSTRUCTION AND INTERPRETATION
	 	 	11	 
	 
	 	 	 	 	 	 
	14.

	 	DELIVERY, PERFORMANCE, AND ACCEPTANCE
	 	 	11	 
	 
	 	 	 	 	 	 
	16.

	 	EMERGENCY SUPPORT SERVICE
	 	 	12	 
	 
	 	 	 	 	 	 
	17.

	 	FORCE MAJEURE
	 	 	13	 
	 
	 	 	 	 	 	 
	18.

	 	GOVERNING LAW
	 	 	13	 
	 
	 	 	 	 	 	 
	19.

	 	INDEMNITY
	 	 	13	 
	 
	 	 	 	 	 	 
	20.

	 	INDEPENDENT CONTRACTOR
	 	 	14	 
	 
	 	 	 	 	 	 
	21.

	 	INFORMATION
	 	 	15	 






PRIVATE/PROPRIETARY/LOCK




Contains private and/or proprietary information. May not
be used or disclosed outside Cingular or Supplier except pursuant to a written Agreement.





 


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Agreement Number: GAMSA-STAR081106-00




	 	 	 	 	 	 	 
	22.

	 	INFRINGEMENT
	 	 	15	 
	 
	 	 	 	 	 	 
	23.

	 	INSURANCE
	 	 	16	 
	 
	 	 	 	 	 	 
	25.

	 	LICENSES AND PATENTS
	 	 	18	 
	 
	 	 	 	 	 	 
	26

	 	LIMITATION OF LIABILITY
	 	 	18	 
	 
	 	 	 	 	 	 
	27.

	 	M/WBE (AND APPENDICES)
	 	 	18	 
	 
	 	 	 	 	 	 
	28.

	 	NON-INTERVENTION
	 	 	19	 
	 
	 	 	 	 	 	 
	33.

	 	PREMISES VISITS
	 	 	21	 
	 
	 	 	 	 	 	 
	33.1. STARTEK SHALL ALLOW CINGULAR REPRESENTATIVES,
AT NO CHARGE, TO INSPECT THE LOCATIONS WHERE
SERVICES ARE PERFORMED FOLLOWING AT LEAST TWENTY-FOUR
(24) HOURS PRIOR NOTICE TO STARTEK. SUCH
INSPECTION SHALL INCLUDE, BUT IS NOT LIMITED TO THE
OPPORTUNITY TO OBSERVE THE PERFORMANCE OF THE
SERVICES AND INTERVIEW STARTEK CSR’S WHO PERFORM
SERVICES FOR CINGULAR AS WELL AS TO ANSWER AND/OR
MONITOR LIVE CALLS PROVIDED THIS ACTIVITY DOES NOT
SIGNIFICANTLY INTERFERE WITH THE PRIMARY SERVICE
ACTIVITY.	 	 	21	 
	 
	 	 	 	 	 	 
	34.

	 	 PROGRAM MANAGEMENT
	 	 	21	 
	 
	 	 	 	 	 	 
	35.

	 	 PUBLICITY
	 	 	22	 
	 
	 	 	 	 	 	 
	36.

	 	 PURCHASES BY AFFILIATES
	 	 	22	 
	 
	 	 	 	 	 	 
	38.

	 	 RECORDS AND AUDITS
	 	 	23	 
	 
	 	 	 	 	 	 
	39.

	 	 RELEASES VOID
	 	 	23	 
	 
	 	 	 	 	 	 
	40.

	 	 REMOTE SILENT MONITORING
	 	 	24	 
	 
	 	 	 	 	 	 
	43.

	 	 RESPONSIBILITIES — CINGULAR
	 	 	24	 
	 
	 	 	 	 	 	 
	43.1 CINGULAR WILL DEVELOP, MAINTAIN AND
UPDATE TRAINING MATERIALS FOR THE APPLICABLE SOW AND
PROVIDE TO STARTEK. CINGULAR MAY REQUEST THAT STARTEK
PROVIDE UPDATES TO THE TRAINING MATERIALS AT
THE TRAINING CURRICULUM DEVELOPMENT RATE SET FORTH IN
THE APPROPRIATE SOW AND SUBJECT TO EXHIBIT 5
OF THE AGREEMENT. CINGULAR IS ALSO RESPONSIBLE FOR THE
SPECIFICATIONS. ONE COMPLETE SET OF ALL
REQUIRED SOFTWARE, TECHNICAL NOTES, TECHNICAL
DOCUMENTATION AND ALL ADDITIONAL TRAINING MATERIALS
FOR ALL PRODUCTS, AND ALL UPDATES, UPGRADES AND REVISIONS
(COLLECTIVELY THE “TRAINING MATERIALS”)
THERETO WILL BE PROVIDED BY CINGULAR TO STARTEK. ALL
SUCH MATERIALS SHALL REMAIN THE PROPERTY OF
CINGULAR. ANY STARTEK MODIFICATION TO THE TRAINING
MATERIALS MUST BE APPROVED BY CINGULAR AND
SHALL BECOME PROPERTY OF CINGULAR.	 	 	24	 
	 
	 	 	 	 	 	 
	44.

	 	 RESPONSIBILITIES — STARTEK
	 	 	25	 
	 
	 	 	 	 	 	 
	45.1 STARTEK SHALL CONDUCT A BACKGROUND CHECK
FOR EACH INDIVIDUAL PROVIDING SERVICES TO CINGULAR TO
IDENTIFY WHETHER THE INDIVIDUAL HAS BEEN CONVICTED
OF A FELONY. STARTEK SHALL NOT ASSIGN TO
CINGULAR’S PROJECT(S) ANYONE CONVICTED OF A FELONY
OF ANY KIND, OR ANY MISDEMEANOR RELATING TO
COMPUTER SECURITY, THEFT, VIOLENCE, OR FRAUD.	 	 	28	 






PRIVATE/PROPRIETARY/LOCK




Contains private and/or proprietary information. May not
be used or disclosed outside Cingular or Supplier except pursuant to a written Agreement.


 


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Agreement Number: GAMSA-STAR081106-00




	 	 	 	 	 	 	 
	45.2 STARTEK SHALL CONDUCT A DRUG SCREEN, AT
CINGULAR’S EXPENSE, ON ALL INDIVIDUALS PROVIDING
SERVICES TO CINGULAR. STARTEK SHALL NOT ASSIGN
TO CINGULAR ANY PERSONNEL WHO FAIL THE DRUG SCREEN.	 	 	28	 
	 
	 	 	 	 	 	 
	46.

	 	SEVERABILITY
	 	 	28	 
	 
	 	 	 	 	 	 
	47.

	 	SURVIVAL OF OBLIGATIONS
	 	 	28	 
	 
	 	 	 	 	 	 
	48.

	 	STATEMENT OF WORK (SOW)
	 	 	28	 
	 
	 	 	 	 	 	 
	48.1 THIS AGREEMENT CONTEMPLATES THE FUTURE
EXECUTION BY CINGULAR AND STARTEK OF ONE OR MORE
WRITTEN SOW(S). BOTH PARTIES SHALL EXECUTE EACH
SOW. THIS AGREEMENT AND ANY APPLICABLE SOW(S)
SHALL COVER ALL TRANSACTIONS BETWEEN CINGULAR AND
STARTEK DURING THE TERM OF THIS AGREEMENT UNLESS
THE PARTIES AGREE OTHERWISE IN WRITING.	 	 	28	 
	 
	 	 	 	 	 	 
	49.

	 	TAXES
	 	 	29	 
	 
	 	 	 	 	 	 
	50.

	 	TECHNICAL SUPPORT
	 	 	30	 
	 
	 	 	 	 	 	 
	51.

	 	TERM OF AGREEMENT
	 	 	30	 
	 
	 	 	 	 	 	 
	52.

	 	TRAINING
	 	 	30	 
	 
	 	 	 	 	 	 
	54.

	 	WORKMANSHIP
	 	 	33	 
	 
	 	 	 	 	 	 
	55.

	 	WORK DONE BY OTHERS
	 	 	33	 






List of Exhibits (Listed in the Order in which they are attached to this Agreement)





	 	•	 	Executive Orders and Federal Regulations Exhibit 1







	 	•	 	Security Requirements Exhibit 2

	 
	 	•	 	Cingular Corporate Information Security Policy Compliance by Business Partners, Vendors,
Contractors Exhibit 3







	 	•	 	Monthly Scorecard Exhibit 4







	 	•	 	Management Procedures for Change in Scope Exhibit 5







	 	•	 	Daily Reports From Vendor Exhibit 6







	 	•	 	Prime Supplier MBE/WBE/DVBE Participation Plan






PRIVATE/PROPRIETARY/LOCK




Contains private and/or proprietary information. May not
be used or disclosed outside Cingular or Supplier except pursuant to a written Agreement.





 


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Agreement Number: GAMSA-STAR081106-00




1. Preamble and Effective Date




This Master Services Agreement (hereinafter “Agreement”), dated as of the 11th day of August,
2006 (the “Effective Date”) is made by and between Cingular Wireless LLC, a Delaware limited
liability company, with its principal office located at 5565 Glenridge Connector, Atlanta, Georgia
30342, for the benefit of itself and its Affiliates (hereinafter “Cingular”), and StarTek USA,
Inc., a Delaware corporation with its principal office located at 44 Cook Street, Denver, Colorado
80206 (hereinafter “StarTek”).



2. Scope of Agreement




During the term of this Agreement, Cingular may authorize StarTek to perform work as specified in a
Statement of Work (“SOW”) issued by Cingular to StarTek. StarTek will be subject to the terms and
conditions contained in each Order and StarTek will perform those services in accordance with the
terms of the Order and this Agreement. Pricing shall be based on those rates negotiated for each
SOW.



3. Non-Exclusive Market




It is expressly understood and agreed that this Agreement does not grant StarTek an exclusive
privilege to provide to Cingular any or all Material and Services of the type described in this
Agreement nor requires Cingular to purchase or license any Materials or Services. It is,
therefore, understood that Cingular may contract with other manufacturers and StarTek for the
procurement of comparable Services and that Cingular may itself perform the Services described here



4. Definitions.




4.1. “Affiliate” shall mean any entity which is owned or controlled by CINGULAR, or any
partnership, joint venture, consortium or other such entity in which CINGULAR or its Affiliates
have at least a forty percent (40%) ownership interest. In addition to the foregoing, for purposes
of placing Orders with StarTek pursuant to Section 6, “Purchases by Affiliates” the term
“Affiliate” shall also be deemed to include: (1) entities which own at least a forty percent (40%)
ownership interest in Cingular as well as such entities’ wholly owned subsidiaries; and (2) any of
seven (7) rural telephone companies who are assignees of portions of Cingular’s FCC license for MTA
006, pursuant to partitioning rights that were granted such companies as limited partners in
BellSouth Carolinas PCS, L.P.



4.2 “Agreement” shall have the meaning specified in the section called “Entire Agreement.”




4.3 “Average Handle Time” 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.



4.4 “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 Cingular. This time shall
include a maximum of fifteen (15) minutes per day of pre-shift instructions per CSR unless
otherwise directed by Cingular. The Billable Hour does not include time for breaks, lunches, sick
time, vacations, or Supplier sponsored events such as non-Cingular focus groups and non-Cingular
development. Actual time in a Billable Hour for billing purposes is 60 minutes.



-Agreement continues next page-




PRIVATE/PROPRIETARY/LOCK




Contains private and/or proprietary information. May not
be used or disclosed outside Cingular or Supplier except pursuant to a written Agreement.





 


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Agreement Number: GAMSA-STAR081106-00




4.5 “Cancellation or Cancel” means the occurrence by which either party puts an end to this
Agreement or SOW placed under this Agreement for breach by the other and its effect is the same as
that of “Termination” and, except as otherwise provided for herein, the canceling party also
retains any remedy for breach of the whole Agreement or any unperformed balance.



4.6 “Customer Service Representative” or “CSR” means a StarTek employee who is contacted by and
speaks with Cingular’s customers either via telephone, email or on-line chat sessions on behalf of
Cingular. A CSR provides support, answers questions and solves problems related to Cingular’s
Products or Programs.



4.7 “Information” means all ideas, discoveries, concepts, know-how, trade secrets, techniques,
designs, specifications, drawings, sketches, models, manuals, samples, tools, computer programs,
technical information, and other confidential business, customer or personnel information or data,
whether provided orally, in writing, or through electronic or other means.



4.8 “Laws” shall have the meaning specified in the section called “Compliance With Laws.”




4.9 “Liability” means all losses, damages, expenses, costs, penalties, fines, fees, including
reasonable attorneys’ fees and expert witness fees arising from or incurred in connection with a
claim or cause of action related to performance or omission of acts under this Agreement or any
Order, including, but not limited to, claims or causes of actions brought by third parties.



4.10 “Like Sites” Those locations, both in sourced and outsourced, supporting same functions, and
utilizing Seibel, Axys, Telegence, or CARE.



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



4.10 “Occupancy” means the percentage of time the CSR is logged into CMS handling calls (any and
all components of Average Handle Time) plus fifteen (15) minutes of closed key time per CSR/per
day, compared to total time logged into CMS, and will be defined based on the CMS data elements as
followings:



4.11 “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 Cingular. This time shall
include a maximum of fifteen (15) minutes per day of pre-shift instructions per CSR unless
otherwise directed by Cingular. The Billable Hour does not include time for breaks, lunches, sick
time, vacations, or Supplier sponsored events such as non-Cingular focus groups and non-Cingular
development. Actual time in a Billable Hour for billing purposes is 60 minutes.



4.12 “Product” or “Program” means Cingular’s wireless services and customer support services
related thereto.



4.13 “Production” is defined as the mode when CSR’s, after successfully completing the proscribed
new hire training program, are handling live calls from Cingular customers.



4.14 “Project” is defined as any effort for which a SOW is created in support of Cingular.



4.15 “Quality Assessment” is based upon the quality observations outlined in Section 56 of this
Agreement. Total Quality Assessment score is the average of all observation scores performed
within the performance period.



PRIVATE/PROPRIETARY/LOCK




Contains private and/or proprietary information. May not
be used or disclosed outside Cingular or Supplier except pursuant to a written Agreement.


 


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Agreement Number: GAMSA-STAR081106-00




4.16 “Service(s)” - means any and all labor or service provided in connection with this Agreement
or an applicable Order, including but not limited to, consultation, engineering, installation,
removal, maintenance, training, technical support, repair, and programming.



4.17 “Service Level” is defined as the percentage of Cingular’s Customers who will have access to a
live CSR within the specified amount of time, as a percentage of total calls offered to StarTek’s
ACD.



4.18 “Short Call Rate” “ shall mean calls, excluding the TDMA Line Group, which are less than
twenty (20) seconds in length



4.19 “Specs” or “Specifications” mean (i) StarTek’s applicable specifications and
descriptions, including any warranty statements, and (ii) Cingular’s requirements, specifications,
and descriptions specified in, or attached to, this Agreement or an applicable Order, which shall
control over an inconsistency with StarTek’s specifications and descriptions.



4.20 “Statement of Work” (“SOW”) means such memoranda or other written communications as may be
delivered to StarTek for the purpose of ordering Services hereunder.



4.21 “Team Leader” means a StarTek employee of supervisory level.



4.22 “Termination” means the occurrence by which either party, pursuant to the provisions or powers
of this Agreement or laws and regulations, puts an end to this Agreement and/or Orders placed under
this Agreement other than for breach. On “Termination” all executory obligations are discharged,
but any right based on breach of performance survives except as otherwise provided herein.



4.23 “User(s)” means Cingular 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 StarTek hereunder.



4.24 “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



-Agreement continues next page-




PRIVATE/PROPRIETARY/LOCK




Contains private and/or proprietary information. May not
be used or disclosed outside Cingular or Supplier except pursuant to a written Agreement.





 


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Agreement Number: GAMSA-STAR081106-00




5. Access




5.1 When appropriate, StarTek shall have reasonable access to Cingular’s premises during
normal business hours and at such other times as may be agreed upon by the parties in order to
enable StarTek to perform its obligations under this Agreement. StarTek shall coordinate such
access with Cingular’s designated representative prior to visiting such premises. StarTek insures
Cingular that only persons employed by StarTek or subcontracted by StarTek will be allowed to enter
Cingular’s premises. If Cingular requests StarTek or its Subcontractor to discontinue furnishing
any person provided by StarTek or its Subcontractor from performing work on Cingular’s premises,
StarTek shall immediately comply with such request. Such person shall leave Cingular’s premises
promptly and StarTek shall not furnish such person again to perform work on Cingular’s premises
without Cingular’s written consent. The parties agree that, where required by governmental
regulations, it will submit satisfactory clearance from the U.S. Department of Defense and/or other
federal, state, or local authorities.



5.2 Cingular may require StarTek or its representatives, including employees and subcontractors, to
exhibit identification credentials or sign a Nondisclosure Agreement which Cingular may issue in
order to gain access to Cingular’s premises for the performance of Services. If, for any reason,
any StarTek representative is no longer performing such Services, StarTek shall immediately inform
Cingular. Notification shall be followed by the prompt delivery to Cingular of the identification
credentials, if issued by Cingular, or a written statement of the reasons why said identification
credentials cannot be returned.



5.3 StarTek shall insure that its representatives, including employees and subcontractors will,
while on or off Cingular’s premises, perform Services which (i) conform to the Specifications, (ii)
protect Cingular’s Material, buildings, and structures, (iii) do not interfere with Cingular’s
business operations, and (iv) perform such Services with care and due regard for the safety,
convenience, and protection of Cingular, its employees, and property and in full conformance with
the policies specified in the Cingular Code of Conduct, which prohibits the possession of a weapon
or an implement which can be used as a weapon.



5.4 StarTek shall be responsible for insuring that all persons furnished by StarTek work
harmoniously with all others when on Cingular’s premises.



6. Amendments and Waivers




6.1 This Agreement and any SOW placed hereunder may be amended or modified only by a written
document signed by the authorized representative of both parties; provided that the parties may,
mutually agree upon changes to the scope of work via the change process defined in Exhibit 5.



7. Assignment




7.1 Cingular may assign this Agreement and its rights and may delegate its duties under this
Agreement either in whole or in part, at any time and without StarTek’s consent, to any present or
future Affiliate or successor company of Cingular. Cingular shall give StarTek written notice of
such assignment or delegation. The assignment shall not affect nor diminish any rights or duties
that StarTek or Cingular may then or thereafter have as to services ordered by Cingular before the
effective date of the assignment. Written notice to the StarTek releases and discharges Cingular,
to the extent of the assignment, from all further duties under this Agreement, except with respect
to services that Cingular ordered before the effective date of the assignment.



PRIVATE/PROPRIETARY/LOCK




Contains private and/or proprietary information. May not
be used or disclosed outside Cingular or Supplier except pursuant to a written Agreement.


 


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Agreement Number: GAMSA-STAR081106-00




7.2 StarTek must have Cingular’s written consent before StarTek assigns or otherwise delegates any
work it is to perform under this Agreement, in whole or in part, or assigns any of its rights,
interests or obligations hereunder. StarTek shall deliver to Cingular written notice of StarTek’s
intent to assign, at least thirty (30) days before assignment. Cingular shall consider void any
assignment to which it has not consented, except where StarTek assigns its rights to receive monies
pursuant to this Agreement. In such case, StarTek only needs to notify Cingular in writing.
However, StarTek cannot assign monies due if StarTek tries to transfer to the assignee any of
StarTek’s other rights or obligations hereunder. StarTek shall not make an assignment that
prevents Cingular from dealing solely and directly with StarTek on all matters pertaining to this
Agreement. Such matters include amending this Agreement and/or settling amounts due either party
by the other hereunder.



8. Call Flow and Script Approval




8.1 Cingular shall be responsible for and must approve scripts, order forms, and report formats to
be used by StarTek for Services provided pursuant to this SOW. If StarTek desires any changes
whatsoever to the aforementioned scripts, forms or formats, then StarTek must obtain Cingular’s
prior written approval of such changes



9. Cancellation and Termination




9.1 Cancellation





a. If either party fails to cure a material default under this Agreement or applicable
SOW within thirty (30) days after written notice, then, in addition to all other rights
and remedies, the party not in default may Cancel this Agreement and/or the SOW under
which the default occurred. Notwithstanding anything else in this Agreement, if the
material default is a breach of the Compliance With Laws Section of this Agreement, the
party not in default may, upon providing written notice, Cancel the Agreement
immediately. Additional provisions for Cancellation of SOW(s) hereunder are set forth
in this Agreement.




b. If StarTek is the party in default, Cingular may Cancel any SOW which may be affected
by StarTek’s default without any financial obligation or liability on the part of
Cingular whatsoever, except to pay for the value of any Services retained by Cingular.
If Cingular elects to reject any Services, StarTek promptly refund amounts, if any,
previously paid by Cingular for such Services.



9.2 Termination





a. Cingular may Terminate the Agreement, or any SOW in whole or in part, without any
charge, liability or obligation whatsoever, upon 90 day written notice to StarTek. In
such event, or if StarTek Cancels this Agreement or SOW as a result of Cingular’s
failure to cure a material default, Cingular shall pay StarTek its actual and direct
costs incurred to provide the Material sand Services ordered by Cingular but no more
than a percentage of the Services performed, less reimbursements. If requested, StarTek
agrees to substantiate such costs with proof satisfactory to Cingular. In no event
shall Cingular’s liability exceed the price of any Services Ordered hereunder. After the
receipt of Cingular’s payment for any Services, StarTek shall delivery the physical
embodiments, if any, of such Services. The foregoing statement states the entire
liability of Cingular and StarTek’s sole remedy for Cingular’s Termination, or StarTek’s
Cancellation for material default.



PRIVATE/PROPRIETARY/LOCK




Contains private and/or proprietary information. May not
be used or disclosed outside Cingular or Supplier except pursuant to a written Agreement.





 


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Agreement Number: GAMSA-STAR081106-00




9.3 Bankruptcy





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



9.4 Partial Cancellation and Termination





a. Where a provision of this Agreement or the applicable Laws permit Cingular to
Terminate or Cancel a SOW, such Termination or Cancellation may, at Cingular’s option,
be either complete or partial. In the case of a partial Termination or Cancellation
Cingular may, at its option, accept a portion of the Materials or Services covered by a
SOW and pay StarTek for such Materials or Services at the unit prices set forth in such
SOW. The right to Cancel a SOW shall also include the right to Cancel any other related
SOW.



9.5 Upon expiration, a Cingular Termination Without Cause or StarTek Cancellation For Cause (if
requested by StarTek), of a SOW, Cingular and StarTek agree to honor the Full Call Volume
Commitments during the notice period with a 3 month ramp down period to follow, where Cingular will
provide to StarTek [*] of the Call Volume Commitment, respectively during the 3 month 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 Cingular.



10. Compliance with Laws




10.1 StarTek shall comply with all applicable federal, state, county, and local rules, including
without limitation, all statutes, laws, ordinances, regulations and codes (“Laws”). StarTek’s
obligation to comply with all Laws, include the procurement of permits, certificates, approvals,
inspections, and licenses, when needed, in the performance of this Agreement. StarTek further
agrees to comply with all applicable Executive and Federal regulations as set forth in “Executive
Orders and Associated Regulations”, a copy of which is attached as the Executive Orders and Federal
Regulations Exhibit and by this reference made a part of this Agreement. StarTek shall defend,
indemnify, and hold Cingular harmless from and against any Liability that may be sustained by
reason of StarTek’s failure to comply with this section.



11. Cumulative Remedies




11.1 Except as specifically identified as a party’s sole remedy, any rights of Cancellation,
Termination, liquidated damages, or other remedies prescribed in this Agreement are cumulative and
are not exclusive of any other remedies to which the injured party may be entitled. Neither party
shall retain the benefit of inconsistent remedies.



PRIVATE/PROPRIETARY/LOCK




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12. Conflict of Interest




12.1 StarTek represents and warrants that no officer, director, affiliate, employee, or agent of
Cingular has been or will be employed, retained or paid a fee, or otherwise has received or will
receive any personal compensation or consideration, by or from StarTek or any of StarTek’s
officers, directors, employees, or agents in connection with the obtaining, arranging, or
negotiation of this Agreement or other documents entered into or executed in connection with this
Agreement.



13. Construction and Interpretation




13.1 The language of this Agreement shall in all cases be construed simply, as a whole and in
accordance with its fair meaning and not strictly for or against any party. The parties agree that
this Agreement has been prepared jointly and has been the subject of arm’s length and careful
negotiation. Each party has been given the opportunity to independently review this Agreement with
legal counsel and other consultants, and each party has the requisite experience and sophistication
to understand, interpret, and agree to the particular language of the provisions. Accordingly, in
the event of an ambiguity in or dispute regarding the interpretation of this Agreement, the
drafting of the language of this Agreement shall not be attributed to either party.



13.2 Article, section, or paragraph headings contained in this Agreement are for reference purposes
only and shall not affect the meaning or interpretation of this Agreement. The use of the word
“include” shall mean “includes, but is not limited to.” The singular use of words shall include
the plural use and vice versa. Except as otherwise specified, StarTek’s price for Materials and
Services includes the price for all related Materials or Services necessary for Cingular to use the
Materials and/or Services for its intended purpose, as well as all other StarTek obligations under
this Agreement. All obligations and rights of the parties are subject to modification as the
parties may specifically provide in a SOW. “Services” and “Software” shall be treated as “goods”
for purposes of applying the applicable Uniform Commercial Code. If there is an inconsistency or
conflict between the terms in this Agreement and in a SOW, the terms in the SOW shall take
precedence.



13.3 Whenever any party is entitled to interest under this Agreement, the amount of interest shall
be determined using [*]% per annum, or the highest amount allowed by law, whichever is lower.



14. Delivery, Performance, and Acceptance




14.1 StarTek acknowledges the competitive telecommunications marketplace in which CINGULAR operates
and understands Cingular’s business requires prompt provision of Services by the specified Delivery
Dates. Therefore, the Parties agree that all dates for Services are firm, time is of the essence,
and StarTek will complete such Delivery in strict conformance with the Specifications.



15. Disaster Recovery.




15.1 StarTek maintains, and will continue to maintain throughout the Term of this Agreement, a
disaster recovery plan, a business continuity plan and off-site disaster recovery capabilities that
permit StarTek to recover from a disaster and continue providing services to customers, including
Cingular, within Cingular’s recovery time objective. StarTek shall provide Cingular with an
executive summary or comprehensive description of the current disaster recovery program and which
may be updated from time to time upon notice to Cingular. StarTek will test the operation and
effectiveness of its disaster recovery plan at least annually. StarTek maintains, and will continue
to maintain throughout the Term of this Agreement, a backup power supply system to guard against
electrical outages. StarTek will provide Cingular an annual written report of
all contingency tests, and, upon Cingular’s request, StarTek will permit Cingular to observe the
performance of such contingency tests. At Cingular’s request StarTek will participate in Cingular
contingency testing.



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



15.3 StarTek will continue to provide the Services under this Agreement if Cingular relocates its
operations to an interim or substitute facility or otherwise implements any of its internal
disaster recovery plans.



15.4 Failure to comply with this Section constitutes a material breach of this Agreement.



16. Emergency Support Service




16.1 If any natural disaster or other emergency occurs whereby Service provided in connection with
this Agreement is damaged and such condition materially affects Cingular’s ability to provide
services to its subscribers, StarTek agrees, at Cingular’s request, to assist Cingular as follows:




	 	a.	 	StarTek will locate backup or replacement Material and provide
any necessary Service.







	 	b.	 	If Material is available from StarTek’s stock, StarTek will ship
replacement Material in manner specified by Cingular within [*] of receipt of
Cingular’s request therefore.







	 	c.	 	When Material required by Cingular is not available from stock
for immediate shipment, StarTek agrees to pursue the following alternative
courses of action:







	 	1.	 	Assist Cingular in locating functionally
equivalent substitute Material.







	 	2.	 	If requested by Cingular, schedule the
repair or new manufacture of Material on a priority basis. Cingular
will indemnify StarTek for any financial obligations incurred by
StarTek as a result of such priority efforts due to contractual
obligations with third parties.







	 	3.	 	Assist Cingular by providing field
technical personnel to make temporary modifications and arrangements
to mitigate the effects of out-of-service conditions. If requested,
by Cingular, StarTek will document such efforts and associated
charges.






16.2 StarTek will make available the individual whose title, phone number and location are listed
below to provide assistance and information on a [*]



basis for all of its support service described above:




[Contact]

44 Cook Street

Denver, Colorado 80206

[Contact] Wireless, [Contact] Office



This obligation will survive the expiration, cancellation, or termination of this Agreement for
four (4) years.



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17. Force Majeure




17.1 Neither party shall be deemed in default of this Agreement or any SOW to the extent that any
delay or failure in the performance of its obligations results from any cause beyond its reasonable
control and without its fault or negligence, such as acts of God, acts of civil or military
authority, embargoes, epidemics, war, riots, insurrections, fires, explosions, earthquakes, floods,
or strikes (“Force Majeure”).



17.2 If any Force Majeure condition affects StarTek’s ability to perform, StarTek shall give
immediate notice to Cingular and Cingular may elect to either: (1) Terminate the affected SOW(s)
or any part thereof, (2) suspend the affected SOW(s) or any part for the duration of the Force
Majeure condition, with the option to obtain elsewhere Materials and Services to be furnished under
such SOW(s) and deduct from any commitment under such SOW(s) the quantity of the Materials and
Services obtained or for which commitments have been made elsewhere or (3) resume performance under
such SOW(s) once the Force Majeure condition ceases, with an option in Cingular to extend any
affected Delivery Date or performance date up to the length of time the Force Majeure condition
endured. Unless Cingular gives written notice within thirty (30) days after being notified of the
Force Majeure condition, option (2) shall be deemed selected.



18. Governing Law




18.1 THIS AGREEMENT AND PERFORMANCE HEREUNDER SHALL BE GOVERNED BY THE LAWS OF THE STATE OF GEORGIA
EXCLUSIVE OF ITS CHOICE OF LAWS PROVISIONS.



19. Indemnity




19.1 StarTek agrees to indemnify and hold Cingular harmless from any and all liabilities, causes of
action, lawsuits, penalties, claims or demands (including the costs, expenses and reasonable
attorneys’ fees on account thereof) that may be made by:




a. Anyone for injuries of any kind, including but not limited to personal injury,
death, property damage and theft, resulting from StarTek’s negligent or willful acts
or omissions or those of persons furnished by StarTek, its agents or subcontractors,
or resulting from the use of StarTek’s Goods furnished hereunder or resulting from
StarTek’s failure to perform its obligations hereunder. The indemnity covers, but is
not limited to, claims of any alleged defect or shortcoming in the design, testing,
manufacture, functioning, or use of the Goods, and claims based or including alleged
failure to adequately or accurately describe or warn about risks of potential injury
due to product design, testing, manufacture, functioning, or use of Goods. This
indemnity covers all claims brought under common law or statute, including but not
limited to strict tort liability, strict products liability, negligence,
misrepresentation, or breach of warranty.




b. Any of either StarTek’s, its agent’s or subcontractor’s employees or former
employees for which StarTek’s, its agents’ or subcontractors’ liability to such
employee or former employee would otherwise be subject to payments under the Workers’
Compensation laws or an Employer’s Liability policy, premises liability principles or
any other law or form of legal duty or obligation; and




c. Either StarTek’s, its agent’s or subcontractor’s employees or former employees for
Applicants at StarTek’s job site, for any and all claims arising out of the
employment relationship with respect to performing under this Agreement. This
includes, but is not limited to employment discrimination charges and actions arising
under Title VII of The
Civil rights Act of 1964, as amended; The Equal pay Act; The Age Discrimination in
Employment Act; as amended; The Rehabilitation Act; The Americans with Disabilities
Act; The Fair Labor Standards Act; The National Labor Relations Act; and any other
applicable law.



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19.2 StarTek, at its own expense, shall defend Cingular, at Cingular’s request, against any such
liability, cause of action, penalty, claim, demand, administrative proceeding or lawsuit, including
any in which Cingular is named as an ‘employer” or “joint Employer” with StarTek. Cingular shall
have the right to control and direct the defense of any such action. Cingular shall notify StarTek
promptly of any written claims or demands against Cingular for which StarTek is responsible
hereunder.



19.3 StarTek agrees to defend Cingular, at no cost or expense to Cingular, against any such
Liability, claim, demand, suit or legal proceeding including those instigated by a third party to
StarTek. Cingular agrees to notify StarTek within a reasonable time of any written claims or
demands against Cingular for which StarTek is responsible. StarTek shall also (1) keep Cingular
fully informed as to the progress of such defense, and (2) afford Cingular, at its own expense, an
opportunity to participate with StarTek in the defense or settlement of any such claim.



19.4 The foregoing indemnity shall be in addition to any other indemnity obligations of StarTek set
forth in this Agreement.



20. Independent Contractor




20.1 StarTek hereby represents and warrants to Cingular that:




	 	a.	 	StarTek is engaged in an independent business and will perform
all obligations under this Agreement as an independent contractor and not as the
agent or employee of Cingular;







	 	b.	 	StarTek’s personnel performing Services shall be considered
solely the employees of StarTek and not employees or agents of Cingular;







	 	c.	 	StarTek has and retains the right to exercise full control of and
supervision over the performance of the Services and full control over the
employment, direction, assignment, compensation, and discharge of all personnel
performing the Services;







	 	d.	 	StarTek is solely responsible for all matters relating to
compensation and benefits of all StarTeks’ personnel who perform Services. This
responsibility includes, but is not limited to, (1) timely payment of
compensation and benefits, including, but not limited to, overtime, medical,
dental, and any other benefit, and (2) all matters relating to compliance with
all employer obligations to withhold employee taxes, pay employee and employer
taxes, and file payroll tax returns and information returns under local, state,
and federal income tax laws, unemployment compensation insurance and state
disability insurance tax laws, and social security and Medicare tax laws, and
all other payroll tax laws or similar laws (all collectively hereinafter
referred to as “payroll tax obligations”) with respect to all StarTek personnel
providing Services.






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	 	e.	 	StarTek will indemnify, defend, and hold Cingular harmless from
all Liabilities, costs, expenses, and claims related to StarTek’s failure to
comply with the immediately preceding paragraph.






21. Information




Information — Cingular




21.1 Any Information furnished to StarTek in connection with this Agreement, including Information
provided under a separate Non Disclosure Agreement in connection with discussion prior to executing
this Agreement, shall remain Cingular’s property. Unless such Information was previously known to
StarTek free of any obligation to keep it confidential, or has been or is subsequently made public
by Cingular or a third party, without violating a confidentiality obligation, it shall be kept
confidential by StarTek, shall be used only in performing under this Agreement, and may not be used
for other purposes except as may be agreed upon between StarTek and Cingular in writing. StarTek
is granted no rights or license to such Information. All copies of such Information, in written,
graphic or other tangible form, shall be returned to Cingular upon the earlier of (i) Cingular’s
request or (ii) upon Termination, Cancellation, or expiration of this Agreement.



Information — StarTek




21.2 Any Information furnished to Cingular under this Agreement shall remain StarTek’s property.
No Information furnished by StarTek to Cingular in connection with this Agreement shall be
considered to be confidential or proprietary unless it is conspicuously marked as such. If StarTek
provides Cingular with any proprietary or confidential Information which is conspicuously marked,
Cingular shall use the same degree of care to prevent its disclosure to others as Cingular uses
with respect to its own proprietary or confidential Information. Notwithstanding the preceding
sentences, no installation, operations, repair, or maintenance Information of StarTek which
pertains to the Services which are the subject of this Agreement shall be considered to be
proprietary or confidential, and Cingular may disclose such Information to others for the purpose
of installing, operating, repairing, replacing, removing, and maintaining the Material for which it
was initially furnished.



22. Infringement




22.1 StarTek agrees to indemnify and hold Cingular harmless from and against any Liability,
(including increased damages for willful infringement) that may result by reason of any
infringement, or claim of infringement, of any trade secret, patent, trademark, copyright, or other
proprietary interest of any third party based on the normal use or installation of any Services
furnished to Cingular, except to the extent that such claim arises from StarTek’s compliance with
Cingular’s detailed instructions. Such exception will not, however, include any infringement or
claim of infringement based upon:




	 	a.	 	products, software, or documentation which are available on the open market; or

	 
	 	b.	 	products, software, or documentation of StarTek’s origin, design or selection.






22.2 StarTek represents and warrants that it has made reasonable independent investigation to
determine the legality of its right provide Services as specified in this Agreement.




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22.3 If an injunction or order is obtained against Cingular’s use of any Service, or, if, in
StarTek’s opinion, any Service is likely to become the subject of a claim of infringement, StarTek
will, at its expense:




	 	a.	 	Procure for Cingular the right to continue using the Service; or

	 
	 	b.	 	After consultation with Cingular, replace or modify the Service to make it a
substantially similar, functionally equivalent, non-infringing Service.






22.4 If the Service is purchased or licensed and neither (a) or (b) above is possible, in addition
to Cingular’s other rights, Cingular may cancel the applicable SOW and require StarTek to remove,
or cause the removal and/or return of, such Material or Service from Cingular’s location and refund
any charges paid by Cingular.



22.5 In no event will Cingular be liable to StarTek for any charges after the date that Cingular no
longer uses any Service because of actual or claimed infringement.



22.6 StarTek agrees to defend or settle, at its own expense, any action or suit for which it is
responsible under this section. Cingular agrees to notify StarTek promptly of any claim of
infringement and cooperate in every reasonable way to facilitate the defense. StarTek shall afford
Cingular, at its own expense, an opportunity to participate on an equal basis with StarTek in the
defense or settlement of any such claim.



23. Insurance




23.1 Without limiting any other obligation or liability of StarTek under this Agreement, StarTek
agrees that upon execution of this Agreement and through its entire effective period, StarTek shall
procure and maintain insurance coverage, at its sole cost and expense, with limits and conditions
not less than those specified below. If excess/umbrella liability policies are in place, they must
follow the form of the underlying liability policy(s).



23.2 Comprehensive or Commercial General Liability Insurance, written on an occurrence
form, including but not limited to premises-operations, broad form property damage,
products/completed operations, contractual liability, independent contractors, personal injury and
advertising injury and liability assumed under an insured contract, with limits of at least
$1,000,000 per occurrence and $2,000,000 general aggregate (combined single limit).



23.3 Worker’s Compensation Insurance with benefits afforded under the laws of the state in
which the services are to be performed and Employers Liability insurance with minimum limits of
$1,000,000 for Bodily Injury — each accident, $1,000,000 for Bodily Injury by disease — policy
limit and $1,000,000 for Bodily Injury by disease — each employee.



23.4 Business Automobile Liability including g coverage for owned, hired, leased, rented
and non-owned vehicles of $2,000,000 combined single limit bodily injury and property damage per
occurrence.



23.5 Excess Liability (Umbrella) Insurance with a minimum limit of $5,000,000 per
occurrence.



23.6 Professional Liability Insurance covering the effects of errors and omissions in the
performance of professional duties with a minimum limit of $5,000,000, each occurrence and
aggregate (if applicable) associated with work performed under this Agreement.



23.7 Prior to performing any work, StarTek must obtain the required minimum insurance and provide
Certificate(s) of Insurance to Cingular showing coverage and limits not less that the minimum
amounts shown herein. All policies of insurance shall contain a waiver of subrogation in favor of
Cingular. Cingular must be listed as an additional insured under the primary and excess insurance
policy(s), with the exception
of Workers Compensation and Professional Liability. The minimum required insurance shall be
written by a company licensed to do business in the state(s) where the work is to be performed at
the time the policies are issued. Cingular requires that companies affording insurance coverage
have an A-VII or better rating, as rated in the A.M. Best Key Ratings Guide for Property and
Casualty Insurance Companies.



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23.8 All certificates and policies shall include a provision whereby Cingular must be given thirty
(30) days advance written notice of the insurer’s intention not to renew such policy(ies) or to
cancel, replace or alter the same by reducing required coverage. Such policy shall be primary to
any coverage Cingular may have, independent of this Agreement.



23.9 The StarTek shall also require all subcontractors performing work on the project or who may
enter upon the work site to maintain the same insurance requirements listed above. Should the
insurance policy limits be exhausted or should the StarTek fail to maintain the required insurance
coverage’s, StarTek is still liable should a loss occur.



24. Invoices and Payment




24.1 Except as otherwise specified in an Order, StarTek shall render an invoice in duplicate, in
arrears on a monthly basis or as otherwise agreed by the Parties. The invoice shall specify in
detail (i) Services provided, (ii) associated fees, (iii) whether any item is taxable and the
amount of tax per item, (iv) total amount due. The invoice shall also reference the SOW number.
Cingular shall pay StarTek within forty-five (45) days of the date of receipt of the invoice in
accordance with the prices set forth in this Agreement or in the applicable SOW. Payment for
portions of any invoice disputed in good faith by Cingular may be withheld by Cingular until such
nonconformance or dispute has been resolved. If Cingular disputes any invoice rendered or amount
paid, Cingular shall so notify StarTek within twenty (20) days of date of invoice. The Parties
shall use their best efforts to resolve invoicing and payment disputes expeditiously. Invoices
received by Cingular more than one (1) year after the performance of Services are untimely and
Cingular shall have no obligation to pay such invoices.



24.2 All claims for money due or to become due from Cingular will be subject to deduction by
Cingular for any setoff counterclaim for money due or to become due from StarTek, whether under
this Agreement or otherwise. StarTek shall pay any amount due to Cingular that is not so applied
against StarTek’s invoices for any reason to Cingular within thirty (30) days after written demand
by Cingular.



24.3 StarTek agrees to accept standard, commercial methods of payment and evidence of payment
obligation including, but not limited to, credit card payments, purchasing card payments,
Cingular’s purchase orders and electronic fund transfers in connection with the purchase of the
Material and Services.



24.4 Invoices detailing production hours and training hours, which will include a reference to the
Agreement and the number of this Order, shall be submitted to the Cingular Contact listed in each
Order and are payable in accordance with the payment terms set forth in this Agreement.



24.5 Invoices will include detailed documentation including but not limited to aggregate hours
logged via the ACD, hours logged, and indicator for training or production status. Upon request,
StarTek shall provide the information listed herein with respect to a particular CSR.



24.6 Invoices must be detailed by Program/Region/Line of Business, accompanied by detailed backup
in electronic format. Copies must be provided to respective Cingular Contacts listed in each SOW.



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25. Licenses and Patents




25.1 No licenses express or implied, under any patents, copyrights, trademarks, or other
intellectual property rights are granted by Cingular to StarTek under this Agreement.



26 Limitation of Liability




26.1 No Consequential Damages: Except as provided in Section 40.4, neither party will be
liable to the other party or any third party for any indirect, consequential, incidental, special
losses, or punitive damages, or for loss of revenue or profit in connection with the performance or
failure to perform this Agreement regardless of whether such liability arises from breach of
contract, tort, or any other theory of liability.



26.2 Limited to Direct Damages: Notwithstanding anything in this Agreement or otherwise to
the contrary (except only as set forth herein in this Section 40), the sole and exclusive monetary
recovery of StarTek and of Cingular against the other party hereto for any claim, loss or damages
in any way related to, or arising out of, this Agreement or any Services provided or anticipated to
be provided will be limited to such party’s actual, direct damages; provided further that Section
40.1 does not exclude such direct damages.



26.3 Liability Cap: The aggregate amount of all such damages that arise out of, or relate
to, any and all events and occurrences during the Term will not under any circumstance exceed the
following amount (“Cap Amount”): an amount equal to the product of [*] the average amount of the
monthly fees actually paid by Cingular to StarTek under the affected SOW (excluding any charges and
costs passed through by StarTek).



26.4 Exceptions to No Consequential Damages and Cap Amount: Neither the exclusion of
consequential damages under Section 40.1 nor the Cap Amount under Section 40.3 will apply to or
limit (a) the Indemnification obligations set forth in this Agreement, to the extent awarded to the
third party claimant or agreed to in settlement by the Indemnitor and (b) either party’s liability
for any claims of a breach of its Information obligations set forth in Section 24 of this Agreement
(c) failure of either party to comply with Laws pursuant to Section 30 of this Agreement; or (d)
damages directly resulting from either party’s gross negligence or willful misconduct. Nothing
in this Agreement will preclude either party from seeking injunctive or other equitable relief in
any court of competent jurisdiction, despite the parties’ agreement to arbitrate disputes. Instead,
an annual enhanced liability cap (“Annual Enhanced Cap Amount”) in an amount equal to the lesser of
(i) [*] paid [*] during the applicable year (excluding any charges and costs passed through by
StarTek) or (ii) [*] will apply to such claims. Notwithstanding the foregoing, the Indemnification
obligations for infringement claims shall not be subject to the Cap Amount, the Annual Enhanced Cap
Amount, or the exclusion for consequential damages.



26.5 The limitations expressed in the immediately preceding paragraphs shall not apply to or limit
Cingular’s liability for any claims for payment of the full invoiced amounts that might be due to
StarTek or of any applicable minimum charges; and the limitations expressed in the immediately
preceding sentence shall not preclude either party from seeking injunctive relief. Any cause of
action or claim brought by either party against the other party for breach of this Agreement, for
tortious conduct or for any other cause or claim, must be commenced within two (2) years after such
cause or claim has accrued or shall thereafter be completely and forever barred.



27. M/WBE (and Appendices)




27.1 StarTek commits to goals for the participation of M/WBE and DVBE firms (as defined in the
Section entitled “MBE/WBE/DVBE Cancellation Clause”) as follows: [*] annual MBE participation; [*]
annual
WBE participation; and [*] annual DVBE participation. These goals apply to all annual expenditures
by any entity pursuant to this Agreement with StarTek.



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27.2 StarTek MBE/WBE/DVBE participation may be achieved through cost of goods content, contract
specific subcontracting or the use of value-added resellers. The participation levels identified
above will be renegotiated to comply with any regulatory requirements imposed on CINGULAR.



27.3 Attached hereto and incorporated herein as Appendix 3.22(a) is StarTek’s completed
Participation Plan outlining its M/WBE-DVBE goals and specific and detailed plans to achieve those
goals. StarTek will submit an updated Participation Plan annually by the first week in January.
StarTek will submit M/WBE-DVBE Results Reports quarterly by the end of the first week following the
close of each quarter, using the form attached hereto and incorporated herein as Appendix 3.22(b).
Participation Plans and Results Reports will be submitted to the Prime StarTek Results Manager.



28. Non-Intervention




28.1 In connection with the provision of Services by StarTek to Cingular, StarTek agrees not to
influence, directly or indirectly, any regulatory, legislative, or judicial body so as to prevent,
or delay the offering of Services by Cingular which utilize the Services supplied by StarTek.



29. Non-Solicitation




29.1 For the term of this Agreement and for twelve (12) months following the expiration,
cancellation or termination of this Agreement or of any SOW, whichever is longer, neither party
shall recruit or solicit for employment, without the prior written consent of the other party, any
employee of the other party; provided, however, that either party may at any time, directly or
indirectly, solicit and hire any employee of the other party after such employee is released or no
longer employed by either party or terminates his employment with either party without the
intention of accepting employment from the other party, and (2) hire any employee of the other
party that responds to an indirect solicitation (e.g., through a newspaper or trade journal
advertisement.



30. Notices




30.1 Except as otherwise provided in this Agreement, or an applicable SOW, all notices or
other communications hereunder shall be deemed to have been duly given when made in writing and
either 1) delivered in person, or 2) when received, if provided by facsimile transmission or by a
recognized overnight courier or similar delivery service, or 3) when received, if deposited in the
United States Mail, postage prepaid, return receipt requested, and addressed as follows:




			
	To:	 	StarTek USA, Inc.

44 Cook Street

Denver, Colorado 80206

Attn.: Regional VP

FAX NO.: __________________







			
	To:	 	Cingular WIRELESS LLC

5565 Glenridge Connector

Atlanta, Georgia 30342

Attn.: Senior Contract Manager for StarTek’s Account

FAX NO.:404-236-6233






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	cc:	 	Cingular WIRELESS LLC

5565 Glenridge Connector

Atlanta, Georgia 30342

Attn.: Chief Counsel, Supply Chain

FAX NO.: 404-236-5575






The address to which notices or communications may be given by either party may be changed by
written notice given by such party to the other pursuant to this paragraph entitled “Notices”.



31. Overdependence of StarTek




31.1 StarTek warrants to Cingular that as of the effective date of this Agreement StarTek has:




(1) no contractual obligations which would adversely affect StarTek’s capabilities to
perform under this Agreement,




(2) is not involved in any litigation which would adversely affect StarTek’s ability to
perform under this Agreement, and




(3) has all professional licenses which are required to perform under this Agreement.



31.2 Accordingly, and because Cingular has no way of ascertaining StarTek’s dependency on Cingular
for revenues from sales in proportion to revenues from StarTek’s other customers, and in order to
protect Cingular from a situation in which StarTek is overly dependent upon Cingular for said
sales, StarTek agrees to release and hold harmless Cingular from any and all claims and liabilities
relating to StarTek’s financial stability, which may result from Cingular’s termination of any SOW
placed under this Agreement, and/or Cingular’s reduced purchases hereunder, for any reason
whatsoever.



32 Ownership of Work Product




32.1 StarTek hereby agrees that Cingular shall own all rights, title and interest, including but
not limited to copyright, patent, trademarks, trade secrets, and all other intellectual property
rights in any and all software, technical information, specifications, drawings, records,
documentation, creative works, concepts, residual knowledge or data, written, oral or otherwise
arising out of, related to or resulting from this Agreement (“Work Product”).



32.2 StarTek hereby agrees that the Work Product is being developed as a “work made for hire”,
provided the Work Product qualifies as such in accordance with the United States copyright laws.
If, for any reason, StarTek is ever held or deemed to be the owner of any intellectual property
rights set forth herein in the Work Product, then StarTek hereby irrevocably assigns to Cingular
all such rights, title and interest and agrees to execute all documents necessary to implement and
confirm the letter and intent of this section.



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32.3 If StarTek or one or more of its employees, consultants, representatives, subcontractors or
agents (collectively called “Associates”) first conceives, reduces to practice, makes or develops
in the course of work performed under this Agreement, any inventions, discoveries or improvements
(collectively called “Inventions”), StarTek hereby agrees to assign to Cingular all of StarTek’s
and its Associates’ entire right, title and interest in and to such Inventions and any patents any
country may grant thereon.



32.4The Work Product and Inventions are deemed to be Cingular’s Information hereunder and, except
as permitted herein, shall not be used or disclosed by StarTek without Cingular’s prior written
approval. If the Work Product or Inventions contains materials StarTek or others previously
developed, patented or copyrighted and not developed hereunder, StarTek hereby grants Cingular an
irrevocable, perpetual, world-wide, royalty-free license to use, copy, modify, distribute, display,
perform, import, manufacture, have made, sell, offer to sell, exploit and sublicense such materials
for the purpose of exercising Buyer’s rights, title and interest in the Work Product and Inventions
set forth herein.



32.5 StarTek hereby agrees to acquire from every individual person, including but not limited to,
employees, subcontractors, agents, Associates, representatives and other third parties who perform
under this Agreement such assignments, rights and covenants as to assure that Cingular shall
receive and have the ability to maintain all rights, title and interest in the Work Product and
Inventions. StarTek hereby agrees to provide evidence of such duly executed documents to Cingular
upon request.



33. Premises Visits




33.1. StarTek shall allow Cingular representatives, at no charge, to inspect the locations where
Services are performed following at least twenty-four (24) hours prior notice to StarTek.
Such inspection shall include, but is not limited to the opportunity to observe the
performance of the Services and interview StarTek CSR’s who perform Services for Cingular as
well as to answer and/or monitor live calls provided this activity does not significantly
interfere with the primary Service activity.



34. Program Management




34.1. StarTek shall ensure that Cingular’s Projects have an Assigned team of StarTek supervisors
and operations representatives. “Assigned” personnel shall mean individuals who will serve as
Cingular’s primary points of contact in connection with the Services to be performed under an SOW.



34.2 At each location StarTek agrees to staff [*] of Cingular’s Project with [*] recruits [*] to
enable best business practices are developed and Performance Standards are met. The [*] recruits
requirement shall be evenly distributed between the CSR’s, floor supervisors, and the dedicated
account management team at each site. StarTek agrees that all CSR’s assigned to Cingular Program
shall be compensated [*].



34.4 [*]. The Director shall act as the day-to-day liaison with Cingular and shall be [*] to
Cingular’s account. The Director shall be responsible for ensuring that StarTek is achieving the
Performance Standards and will serve as Cingular’s primary point of contact. Staffing for this
dedicated Director will be revaluated at [*] from the first day of Production in order to assess
whether or not an additional Director is warranted.



34.5 StarTek’s program manager shall monitor daily activity to ensure that Program goals are met.
The program manager shall audit the daily reports before sending said reports to Cingular daily to
assure that accurate reports are received as noted in Exhibit 6. The program manager shall monitor
the CSR’s on their program, assuring the Quality Assessment standards detailed in Section 57 are
met.



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34.6 StarTek will provide monthly scorecards to the Operations Team and senior leadership, as
outlined in Exhibit 4.



34.7 Program reviews will be conducted [*]. Dates, times and locations will be set in advance and
agreed to by both parties. As a standard practice, StarTek will engage in continuous process
improvement initiatives on behalf of the Cingular. These initiatives may provide various results,
such as strengthening and improving the delivery of service and/or reducing talk times. The
progress of any and all such initiatives will be a standard part of the quarterly review process.



34.8 Cingular Vendor Operations will define required daily operational reports for their respective
location. Should Cingular Vendor Operations have a need for a custom report any cost associated
with the creation of such report shall be borne by Cingular and charged at the Programming rate set
forth in the applicable SOW. StarTek will provide a time and cost estimate and gain approval from
the Cingular Vendor Operations prior to development.



35. Publicity




35.1 StarTek shall not use Cingular’s name or any language, pictures, or symbols which could, in
Cingular’s judgment, imply Cingular’s identity or endorsement by Cingular or any of its employees
in any (a) written, electronic, or oral advertising or presentation or (b) brochure, newsletter,
book, electronic database, or other written material of whatever nature, without Cingular’s prior
written consent (hereafter “Publicity Matters”). StarTek will submit to Cingular for written
approval, prior to publication, all Publicity Matters that mention or display Cingular’s name
and/or marks or contain language from which a connection to said name and/or marks may be inferred
or implied.



35.2 Furthermore, no license, express or implied, is granted to StarTek for any trademark, patent,
copyright, trade secret or any other intellectual property or applications therefore which is now
or may hereafter be owned by Cingular or any Cingular Supplier.



36. Purchases by Affiliates




36.1 StarTek agrees that an Affiliate may place a SOW with StarTek which incorporate the terms and
conditions of this Agreement, and that the term “Cingular” shall be deemed to refer to an Affiliate
when an Affiliate places a SOW with StarTek under this Agreement. If any Affiliate places a SOW
under this Agreement, StarTek and such Affiliate shall separately negotiate the scope of work, the
compensation, and other specifics, as appropriate. An Affiliate will be responsible for its own
obligations, including but not limited to, all charges incurred in connection with such SOW. The
parties agree that nothing in this Agreement will be construed as requiring Cingular to indemnify
StarTek, or to otherwise be responsible, for any acts or omissions of an Affiliate, nor shall
anything in this Agreement be construed as requiring an Affiliate to indemnify StarTek, or to
otherwise be responsible, for the acts or omissions of Cingular. For the purposes of determining
any applicable volume discounts of Cingular hereunder and pricing applicable to Cingular and its
Affiliates, the volumes of Cingular and each Affiliate will be aggregated.



37. Quality Assessment




37.1 StarTek will provide enough Quality Assessment (“QA”) agents to CSR’s to meet the minimum
number of observations monthly. Each CSR is monitored a [*] evaluations per [*] by both QA and
Production staff/personnel and other informal evaluations as agreed upon by the parties based upon
individual CSR performance. Supervisors are required to provide feedback within [*] of the actual
call



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for review with the CSR’s. Agents needing improvement will receive additional evaluations via various
methods (side by side, additional monitoring, remote monitoring, double jacking, etc). QA agents
will shadow CSR’s while on the call without the CSR being aware they are being monitored.
Calibration sessions between StarTek QA agents, StarTek supervisors and Cingular representatives
will be held [*] to ensure scoring and feedback to CSR’s is consistent. If StarTek fails to meet
performance criteria described in this Section, StarTek will be advised of such deficiencies and
StarTek will have [*] to bring performance back to objective’s standards. Cingular and StarTek may
mutually agree to modify the standards upon written agreement signed by both parties.



37.2 Calibrating the scoring for the Quality Assessment Tool will be agreed upon in writing by
Cingular and StarTek within [*] of the mutual execution of the Agreement.



37.3 Cingular will have the right to request removal of any CSR from performing the Services.
Cingular may exercise this right by notifying StarTek in writing of Cingular’s desire to remove a
particular CSR from its program. Thereafter, StarTek shall immediately take corrective action.
Notwithstanding the foregoing, if mutually agreed between the parties, StarTek may take corrective
action to remedy the defects in the performance of any CSR(s).



37.4 If, during a CSR observation, StarTek identifies conduct that is not in conformance with
standards (i.e., providing incorrect information to a Cingular’s customer); StarTek shall
immediately intervene with such CSR. As technology may become available at StarTek’s centers,
StarTek shall provide system capability for Supervisors to instant message CSR’s while conducting
quality observation.



38. Records and Audits




38.1 StarTek agrees that it will:




a. Maintain complete and accurate records related to the Services provided by StarTek to
Cingular, including records of all amounts billable to and payments made by Cingular in
accordance with generally accepted accounting principles and practices, uniformly and
consistently applied in a format that will permit audit;




b. Retain such records and reasonable billing detail for a period of at least three (3)
years from the date of final payment for Services;




c. Provide reasonable supporting documentation to Cingular concerning any disputed
invoice amount within thirty (30) calendar days after receipt of written notification of
such dispute; and




d. Permit Cingular and its authorized representatives to inspect and audit during normal
business hours the charges invoiced to Cingular. Should Cingular request an audit,
StarTek will make available any pertinent records and files to Cingular during normal
business hours at no additional charge.



39. Releases Void




39.1 Neither party shall require waivers or releases of any personnel or other representatives of
the other in connection with visits to its premises, and no such releases or waivers shall be
pleaded by either party in any action or proceeding.



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40. Remote Silent Monitoring




40.1. StarTek will provide unlimited unassisted monitoring to Cingular via StarTek’s quality
monitoring system during hours in which Service is provided. StarTek shall further use a highly
accessible toll-free remote monitoring function (or option to dial out) by providing remote
monitoring for the performed hours of Services. Cingular and StarTek agree to develop a schedule
for the hosted monitoring sessions. If technically available, StarTek shall make said function
available to Cingular via a computer and modem to allow Cingular to watch the CSR or operator
interact with StarTek’s computer screens. Cingular’s representatives will be permitted to monitor
the performance of the StarTek’s CSR by auditory technology or through retrieving all non-archived
call recordings and/or data from the switch without notice. Recordings of calls that have been
archived will be accessible through StarTek’s Project Manager within 48 hours of Cingular’s
request.



40.2 Quality reports and report summaries as agreed upon by the parties will be available at
Cingular’s request for each CSR.



41. Representatives




41.1 Services performed under this Agreement are subject to contract administration activities by
Cingular’s Representatives. Such activities include, but are not limited to, monitoring StarTek’s
performance, Agreement interpretation, and amendment, maintenance of Agreement information in
Cingular’s database, inspecting work performed, verifying work completion, and validating charges
rendered on StarTeks invoices. All Services provided by StarTek under this Agreement are subject
to such activities. In addition to or in lieu of Cingular’s Representative, contract
administration activities may be performed by the individuals designated by Cingular’s Delegate, or
as may be designated by Cingular in writing; provided that any such Cingular’s Delegate shall be
subject to the confidentiality obligations contained herein and provided such Cingular’s Delegate
is not a competitor or Seller.



41.2 Cingular’s Representative shall be the Contract Manager and the Cingular Contact listed in
each SOW.



42. Reports




42.1 StarTek shall render [*] on or before the [*] containing the information detailed below.
Completed reports shall be sent to the Cingular address specified in the Section entitled “Notices”
with a copy to the Cingular Contact(s) listed in individual SOW(s). The following information
shall be provided for each preceding quarter:




a. Calendar Year-To-Date total dollars invoiced.



43. Responsibilities — Cingular




43.1 Cingular will develop, maintain and update training materials for the applicable SOW and
provide to StarTek. Cingular may request that StarTek provide updates to the training materials at
the training curriculum development rate set forth in the appropriate SOW and subject to Exhibit 5
of the Agreement. Cingular is also responsible for the specifications. One complete set of all
required software, technical notes, technical documentation and all additional training materials
for
all Products, and all updates, upgrades and revisions (collectively the “Training Materials”)
thereto will be provided by Cingular to StarTek. All such materials shall remain the property of
Cingular. Any StarTek modification to the Training Materials must be approved by Cingular and
shall become property of Cingular.



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43.2 Cingular shall be responsible for providing access to StarTek. StarTek agrees that it
shall request from Cingular confidential individual codes allowing access to Cingular systems
(hereinafter, “User IDs”) for personnel requiring such access. These User IDs must be accurately
requested through Cingular’s process by the second day of training.



43.3 Cingular will provide universal training IDs for each training workstation. These
universal training IDs will provide CSRs in the training environment with access to all necessary
systems for training. StarTek’s trainers will reset the passwords for the universal training IDs
no later than the completion of training, prior to the StarTek CSRs being placed into the
Production environment



43.4 Cingular will provide StarTek with the necessary User IDs [*] following notification of ID
request. Cingular will internally escalate the ID request if the User IDs are not available within
[*] prior to the start of Nesting.



43.5 In the event Cingular does not provide User IDs for StarTek CSRs as set forth herein or
as otherwise mutually agreed upon in writing, CSRs ready for Nesting shall sign-in under AUX state
and Cingular shall be billed at the applicable tenure Production Rate identified in the appropriate
SOW. StarTek shall be excused from Performance Standards beginning the twenty-first
(21st) day of training through the extended Nesting period as a result of the delayed
receipt of User IDs.



43.6 All names and User IDs of CSRs that have left the Program will be provided by StarTek to
the appropriate personnel within Cingular within two (2) business days of payroll separation or
movement from the Cingular Program supported by StarTek. Cingular will provide StarTek with ID
password re-set capabilities. Cingular will be responsible for the deactivation of the User IDs
and as such, any unauthorized use of User IDs and passwords are the responsibility of Cingular
after (2) business days from the receipt of deletions requests to appropriate Cingular personnel
from StarTek. Individual User IDs will not be reused, shared, or transferred to other CSRs within
StarTek for any reason, unless authorized by Cingular in writing. Cingular will provide User IDs
with the appropriate level of authorization to enable the CSRs to fully perform their job
responsibilities. Further, Cingular is responsible for all maintenance costs associated with User
IDs to provide that system changes and maintenance do not adversely impact CSRs ability to perform
as defined within a SOW.



44. Responsibilities — StarTek



44.1 StarTek will provide resources to answer all Customer Inquiries in accordance
with the Performance Standards Outlined in this Agreement and in the applicable SOW.
Customer Inquiries shall occur when a live CSR answers the call, and not upon the Customer
reaching a voice response system.



44.2 StarTek shall take and handle inbound customer inquiries including, but not limited
to, billing statements, adjustments, changes to features/services (e.g. up-selling
services), changes of billing information, save desk (i.e., attempt to keep customer with
the service and any other account maintenance functions) and other business customer care
activities as may be directed by Cingular in the Specification in support of Cingular’s
Program(s) (the “Services”).



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44.3 Except as otherwise set forth under “Special Considerations” in a SOW, StarTek will be
responsible for supplying all personnel, facilities, tools, equipment, services and materials
necessary to perform the Services in accordance with the terms and conditions set forth in this
Agreement and in any SOW(s).



44.4 StarTek shall be responsible for the recruiting, hiring, and attrition training of required
personnel to perform the Services described herein at no additional charge to Cingular. StarTek
shall acquire resources that possess the appropriate skill sets for the work being performed.
Except as set forth herein, or in “Special Considerations” in a SOW, StarTek shall be responsible
for all costs associated with recruiting and hiring personnel required to perform the Services.



44.5 If requested by Cingular, StarTek agrees to provide adequate space, including but not limited
to; security access including after hours access, telephone service, network connectivity to access
Cingular applications, at any facility where the Services are to be performed to accommodate one
full-time Cingular staff member (“Vendor Managers”).



44.6 StarTek will provide necessary hardware and software at StarTek’s site from the point of
demarcation to switch for voice path communications.



44.7 StarTek shall require that personnel with access to Cingular’s network, systems, property,
including information or assets sign an acknowledgement form documenting that personnel understand
and agrees to safeguard against loss, damage, misuse, or theft of Cingular’s assets or property.
StarTek shall maintain a complete file of all signed acknowledgement forms in accordance with the
“Security Requirements for System or Network Access by Contractors” section of the Agreement.
StarTek’s access to Cingular’s networks, systems, property and assets shall at all times be subject
to the terms and conditions of the Agreement and any SOW.



44.8. It is StarTek’s responsibility to manage Customer escalations through StarTek’s management
chain. Technical problems shall be forwarded to Cingular through the normal ticketing process.



44.9. StarTek shall pay [*] to deliver calls to StarTek’s location related to an SOW. Cingular
shall be responsible for other voice and data charges. StarTek agrees to relinquish ownership at
no cost to Cingular of any and all toll-free numbers associated with the Program to Cingular or
another party specified by Cingular within [*] of Cingular’s request; provided that Cingular is
current on all invoices.



44.10. StarTek agrees to relay to Cingular Contact / Vendor Manager Information relating to
recurring problems, errors or other issues, and the recommended resolution of said problems, if
applicable, discovered or developed in conjunction with any SOW so that such information may be
added to Cingular’s CIQ customer care application.



44.11 StarTek CSR’s shall add call disposition and record notes to Cingular billing system,
exclusive of wrong numbers, misrouted calls, and disconnected calls, or unless agreed to in writing
by both parties prior to implementing a program that does not require call tracking.



44.12. StarTek will begin with a [*] and will migrate to a ratio of not more than [*] as StarTek
gains performance and experience with the program.



44.13 StarTek will obtain Cingular’s written permission, which shall not be unreasonably withheld
or delayed, prior to moving or expanding Services location to another site. The parties
acknowledge and agree that any growth under a particular SOW may need to occur at facilities other
than those designated. Each of StarTek’s
locations utilized for delivery of the Services shall be equipped with telephone systems, computer
systems, and various support tools, such as quality assurance tools, documentation and knowledge
bases, to be used in the delivery of Services subject to this Section.



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44.14 The foregoing does not apply to changes from one (1) StarTek location to another in
situations involving force majeure or disaster recovery, or where calls are handled at an
additional or another StarTek location because of call volume, growth of the Program or other
Program requirements (e.g. additional language requirements). In such cases, StarTek shall provide
Cingular with two (2) weeks prior written notice, or notice as soon as reasonably possible. The
parties will work together in good faith to resolve the situation.



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45. Security




45.1 StarTek shall conduct a background check for each individual providing Services to Cingular to
identify whether the individual has been convicted of a felony. StarTek shall not assign to
Cingular’s project(s) anyone convicted of a felony of any kind, or any misdemeanor relating to
computer security, theft, violence, or fraud.



45.2 StarTek shall conduct a drug screen, at Cingular’s expense, on all individuals providing
Services to Cingular. StarTek shall not assign to Cingular any personnel who fail the drug screen.



46. Severability




46.1 If any provision or any part of provision of this Agreement shall be invalid or unenforceable,
such invalidity or non-enforceability shall not invalidate or render unenforceable any other
portion of this Agreement. The entire Agreement will be construed as if it did not contain the
particular invalid or unenforceable provision(s) and the rights and obligations of the StarTek and
Cingular will be construed and enforced accordingly.



47. Survival of Obligations




47.1 Obligations and rights in connection with this Agreement which by their nature would continue
beyond the Termination, Cancellation or expiration of this Agreement, including those in the
sections entitled “Compliance With Laws,” “Infringement,” “Indemnity,” “Publicity,” “Severability,”
“Information,” “Independent Contractor,” and “Warranty and Rebates,” will survive the Termination,
Cancellation, or expiration of this Agreement.



48. Statement of Work (SOW)




48.1 This Agreement contemplates the future execution by Cingular and StarTek of one or more
written SOW(s). Both parties shall execute each SOW. This Agreement and any applicable SOW(s)
shall cover all transactions between Cingular and StarTek during the term of this Agreement unless
the parties agree otherwise in writing.



Each request for Services shall be issued through a SOW which, at a minimum, shall specify the
information outlined below:




	 	(i)	 	A reference to this Agreement and a unique identifying number
assigned by Cingular’s Representative;

	 
	 	(ii)	 	A detailed description of the Services StarTek shall perform;

	 
	 	(iii)	 	A statement defining all deliverables and their associated due dates; if applicable

	 
	 	(iv)	 	Procedures for acceptance testing, if applicable;

	 
	 	(v)	 	Cingular and StarTek’s contact names, addresses and telephone numbers;

	 
	 	(vi)	 	A list of expenses authorized for reimbursement by Cingular, and
an explanation for each item;

	 
	 	(vii)	 	The maximum total expenditure authorized, meaning either (a) the
total dollar amount authorized under the SOW, or (b) the total time limit for
completing the project under the SOW;

	 
	 	(viii)	 	A statement defining the beginning and ending dates for the work to be
performed;

	 
	 	(ix)	 	Acceptance procedures; and






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	 	(x)	 	Signatures of representatives authorized by Cingular and StarTek to execute the
SOW.






49. Taxes




49.1 StarTek may invoice Cingular the amount of any federal excise taxes or state or local sales
taxes imposed upon the sale of Material or provision of Services as separate items, if applicable,
listing the taxing jurisdiction imposing the tax. Installation, labor and other non-taxable
charges must be separately stated. Cingular agrees to pay all applicable taxes to StarTek which
are stated on and at the time the Material or Service invoice is submitted by StarTek. StarTek
agrees to remit taxes to the appropriate taxing authorities.



49.2. StarTek agrees to pay, and to hold Cingular harmless from and against, any penalty, interest,
additional tax, or other charge that may be levied or assessed as a result of the delay or failure
of StarTek, for any reason, to pay any tax or file any return or information required by law, rule
or regulation or by this Agreement to be paid or filed by StarTek. StarTek agrees to pay and to
hold Cingular harmless from and against any penalty or sanction assessed as a result of StarTek
doing business with any country subject to U.S. trade restrictions.



49.3 Following the issuance of a SOW, StarTek shall within twenty (20) days (but in no event later
than two (2) weeks before commencement of work under the applicable SOW) present Cingular a
schedule of taxes and fees that StarTek proposes to collect from Cingular. Upon Cingular’s
request, the parties shall consult with respect to the basis and rates upon which StarTek shall pay
any taxes or fees for which Cingular is obligated to reimburse StarTek under this Agreement. If
Cingular determines that in its opinion any such taxes or fees are not payable or should be paid on
a basis less than the full price or at rates less than the full tax rate, StarTek shall make
payment in accordance with such determinations and Cingular shall be responsible for such
determinations. If collection is sought by the taxing authority for a greater amount of taxes than
that so determined by Cingular, StarTek shall promptly notify Cingular. StarTek shall cooperate
with Cingular in contesting such determination, but Cingular shall be responsible and shall
reimburse StarTek for any tax, interest, or penalty in excess of its determination. If Cingular
desires to contest such collection, Cingular shall promptly notify StarTek. If Cingular determines
that in its opinion it has reimbursed StarTek for sales or use taxes in excess of the amount which
Cingular is obligated to reimburse StarTek, Cingular and StarTek shall consult to determine the
appropriate method of recovery of such excess reimbursements. StarTek shall credit any excess
reimbursements against tax reimbursements or other payments due from Cingular if and to the extent
StarTek can make corresponding adjustments to its payments to the relevant tax authority. At
Cingular’s request, StarTek shall timely file any claims for refund and any other documents
required to recover any other excess reimbursements, and shall promptly remit to Cingular all such
refunds (and interest) received.



49.4. If any taxing authority advises StarTek that it intends to audit StarTek with respect to any
taxes for which Cingular is obligated to reimburse StarTek under this agreement, StarTek shall (1)
promptly so notify Cingular, (2) afford Cingular an opportunity to participate on an equal basis
with StarTek in such audit with respect to such taxes and (3) keep Cingular fully informed as to
the progress of such audit. Each party shall bear its own expenses with respect to any such audit,
and the responsibility for any additional tax, penalty or interest resulting from such audit shall
be determined in accordance with the applicable provisions of this Section. StarTek’s failure to
comply with the notification requirements of this section shall relieve Cingular of its
responsibility to reimburse StarTek for taxes only if StarTek’s failure materially prejudiced
Cingular’s ability to contest imposition or assessment of those taxes.



49.5 In addition to its rights under subparagraph (d) above with respect to any tax or tax
controversy covered by this Tax Section, Cingular will be entitled to contest, pursuant to
applicable law and tariffs, and at its own expense, any
tax previously billed that it is ultimately obligated to pay. Cingular will be
entitled to the benefit of any refund or recovery of amounts that it had previously paid resulting
from such a contest. StarTek will cooperate in any such contest, provided that all costs and
expenses incurred in obtaining a refund or credit for Cingular shall be paid by Cingular.



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49.6 If either Party is audited by a taxing authority or other governmental entity, the other Party
agrees to reasonably cooperate with the Party being audited in order to respond to any audit
inquiries in an appropriate and timely manner, so that the audit and any resulting controversy may
be resolved expeditiously.



50. Technical Support




50.1 StarTek will provide, [*], full and complete technical assistance to Cingular for the Services
covered by this Agreement, including ongoing technical support and field service and assistance,
provision of technical bulletins and updated user manuals, and telephone assistance to assist with
installation, operation, maintenance, and problem resolution. The availability or performance of
this technical support will not be construed as altering or affecting StarTek’s obligations as set
forth in the Section entitled “Warranty” or provided elsewhere in this Agreement. Field service
and technical support, including emergency support (service affecting) will be provided [*].
StarTek will provide to Cingular and keep current an escalation document that includes names,
titles and telephone numbers, including after-hours telephone numbers, of StarTek personnel
responsible for providing technical support to Cingular. StarTek will maintain a streamlined
escalation process to speed resolution of reported problems.



51. Term of Agreement




51.1 This Agreement shall commence on the Effective Date and, unless terminated or canceled as
provided in this Agreement, shall remain in effect for three (3) years (the “Initial Term”).



51.2 After the Initial Term, this Agreement shall continue on a month to month basis until
terminated by either party upon thirty (30) days prior written notice to the other setting forth
the effective date of such termination. The termination, cancellation or expiration of this
Agreement shall not affect the obligations of either party to the other party pursuant to any Order
previously executed hereunder, and the terms and conditions of this Agreement shall continue to
apply to such Order as if this Agreement had not been terminated or canceled.



52. Training




52.1 StarTek agrees that the successful performance of the Services as specified in this Agreement
and any applicable SOW’s may require training that is specific to knowledge transfer to Cingular
and Cingular’s personnel who are engaged hereunder. Such training shall be managed in accordance
with the Agreement and shall be completed at no additional charge to Cingular other than as set
forth in each SOW.



52.2 Any training of StarTek’s personnel for non-Cingular related activities or purposes will be at
no charge to Cingular, including, but not limited to: trainer’s training time, trainees’ training
time, professional fees, general expenses, materials or other direct or indirect training costs.



52.3 StarTek shall make sufficient copies of the Training Materials provided by Cingular to train
StarTek’s representatives performing Services under this SOW. All Training Materials shall remain
the sole property of Cingular, and shall not be used for any purpose other than the performance of
the Services under this SOW. StarTek shall not make any changes to the training materials without
the written consent of Cingular.



PRIVATE/PROPRIETARY/LOCK




Contains private and/or proprietary information. May not
be used or disclosed outside Cingular or Supplier except pursuant to a written Agreement.





 


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52.4 StarTek agrees to provide initial training of StarTek’s new personnel and all retraining,
ongoing soft-skills training, and customer service training at the rates set forth in each
applicable SOW. If mutually agreed between the parties, Cingular may provide Cingular trainers for
initial train-the-trainer training programs.



52.5. StarTek must obtain approval in writing from Cingular prior to commencing training
initiatives where the training rate would be applied and prior to commencing activities that may
negatively impact CSR productivity.



52.6 StarTek agrees to provide all attrition training at no additional.



52.7 Cingular will make best effort to provide updates to the Training Materials and any
supplemental/modification training required at least thirty (30) days before the training is to be
delivered within the center to review Training Materials, train trainers, and schedule training
classes.



52.8 Cingular will revise the training agenda to include Training Material updates as well as
on-line updates. Revised agendas shall be provided to StarTek monthly and will include all
supplemental training



52.9 Cingular will provide on-line training via Cingular provided on-line tools. StarTek shall
make sufficient copies of the Training Materials provided by Cingular to train StarTek’s
representatives performing Services under a SOW at the rate set forth in Exhibit B. All Training
Materials shall remain the sole property of Cingular, and shall not be used for any purpose other
than the performance of the Services under a SOW. StarTek shall not make any changes to the
Training Materials without the written consent of Cingular



52.10 Any additional language requirements will be handled through Exhibit 5 of the Agreement




52.11 Cingular may provide StarTek with complete functionality access to Cingular’s University
Learning Management System. In the event Cingular does not provide StarTek with complete
functionality access to Cingular University Learning Management System, StarTek’s training
administrator will register CSRs into the Cingular University Learning Management System, billing
tracker, and administer sign in sheets monthly at the clerical support rate set forth in the
appropriate SOW.



52.12 Cingular may request that StarTek develop Training Materials for Cingular’s new Products
subject to Exhibit 5 of the Agreement at the training curriculum development rate set forth in the
appropriate SOW. All Training Materials developed by StarTek must be reviewed and approved in
writing by Cingular prior to being used in training StarTek’s representatives performing the
Services. All Training Materials developed by StarTek for Cingular and paid for by Cingular shall
be considered “Work Product” as described in the Agreement, and shall be the sole property of
Cingular.



53. Warranty




53.1 StarTek warrants to Cingular that any Services provided hereunder will be performed in a
first-class, professional manner, in strict compliance with the Specifications, and with the care,
skill and diligence, and in accordance with the applicable standards, currently recognized in
StarTek’s profession or industry. If StarTek fails to meet applicable professional standards,
StarTek will, without additional compensation, promptly correct or revise any errors or
deficiencies in the Services furnished hereunder.



-Agreement continues next page-




PRIVATE/PROPRIETARY/LOCK




Contains private and/or proprietary information. May not
be used or disclosed outside Cingular or Supplier except pursuant to a written Agreement.





 


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53.2 StarTek represents and warrants that:




	 	a.	 	(i) comply with all federal, state, and local laws, ordinances, regulations and orders,
including, but not limited to, all laws prohibiting harassment or discrimination of any
kind in the workplace and laws relating to health, safety and the environment and, as
applicable, laws applicable to Federal Contractors with respect to its performance under
this Agreement; (ii) file all required reports relating to such performance (including,
without limitation, tax returns); (iii) pay all filing fees and federal, state and local
taxes and government assessments applicable to StarTek’s business as the same become due;
(iv) pay all amounts required under local, state and federal workers’ compensation acts,
disability benefit acts, unemployment insurance acts and other employee benefit acts when
due; (v) maintain in effect during the Term of this Agreement any and all federal, state
and local licenses and permits which may be required of StarTek to conduct its business,
and obtain all permits, including, but not limited to, fire and environmental necessary
under this Agreement. StarTek shall provide Cingular with such documents and other
supporting materials as Cingular may reasonably request to evidence StarTek’s continuing
compliance with this Section. Cingular will not be responsible for any of the payments,
obligations, taxes or benefits set forth in this Section.







	 	b.	 	There are no actions, suits, or proceedings, pending or threatened, which will have a
material adverse effect on StarTek’s ability to fulfill its obligations under this
Agreement;







	 	c.	 	StarTek will immediately notify Cingular if, during the term of this Agreement, StarTek
becomes aware of any action, suit, or proceeding, pending or threatened, which may have a
material adverse effect on StarTek’s ability to fulfill the obligations under this
Agreement or any SOW;







	 	d.	 	StarTek has all necessary skills, rights, financial resources, and authority to enter
into this Agreement and related SOW(s), including the authority to provide or license the
Services;







	 	e.	 	The Services will not infringe any patent, copyright, or other intellectual property;








	 	f.	 	No consent, approval, or withholding of objection is required from any entity,
including any governmental authority with respect to the entering into or the performance
of this Agreement or any SOW;

	 
	 	g.	 	The Services will be provided free of any lien or encumbrance of any kind;







	 	h.	 	StarTek will be fully responsible and liable for all acts, omissions, and Work
performed by any of its representatives, including any subcontractor;







	 	i.	 	All representatives, including subcontractors, will strictly comply with the provisions
specified in this Agreement and any SOW; and,







	 	j.	 	StarTek will strictly comply with the terms of this Agreement or SOW, including those
specified in any Exhibits or Appendices thereto.






53.3 warranties will survive inspection, Acceptance, payment and use. These warranties will be in
addition to all other warranties, express, implied or statutory. StarTek will defend, indemnify
and hold Cingular harmless from and against all Liabilities for a breach of these warranties.



PRIVATE/PROPRIETARY/LOCK




Contains private and/or proprietary information. May not
be used or disclosed outside Cingular or Supplier except pursuant to a written Agreement.





 


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Agreement Number: GAMSA-STAR081106-00




-Agreement continues next page-




53.4 If at any time during the warranty period for Services, Cingular believes there is a breach of
any warranty Cingular will notify StarTek setting forth the nature of such claimed breach. StarTek
shall promptly investigate such claimed breach and shall either (i) provide Information
satisfactory to Cingular that no breach of warranty in fact occurred, or (ii) at no additional
charge to Cingular, promptly use its best efforts to take such action as may be required to correct
such breach.



53.5 If a breach of warranty has not been corrected within a commercially reasonable time, or if
two (2) or more breaches of warranty occur in any sixty (60) day period, Cingular may Cancel the
applicable SOW.



54. Workmanship




54.1 The services to be provided by StarTek under this Agreement shall proceed with promptness and
shall be executed to Cingular’s satisfaction in accordance with the highest professional standards
in the field. StarTek shall remove from the work, at Cingular’s request, any employee furnished by
StarTek who is deemed, in Cingular’s opinion, to be incompetent, incapable, uncooperative, or
otherwise unacceptable in the execution of the work to be performed under this Agreement. Such a
request shall not be deemed a request that such employee be disciplined or discharged, nor shall it
be deemed to be an adverse reflection on the character or abilities of such employee.



55. Work Done By Others




55.1 If any part of StarTek’s work is dependent upon services performed by others, StarTek shall
inspect and promptly report to Cingular any defect that renders such other services unsuitable for
StarTek’s proper performance. StarTek’s silence shall constitute approval of such other services
as fit, proper and suitable for StarTek’s performance of its work. All obligations hereunder and
to any SOW(s) shall remain in full force and effect with respect to any subcontracted parties.



56. Entire Agreement




56.1 The terms contained in this Agreement, and any SOW’s, including all appendices and subordinate
documents attached to or referenced in the Agreement or any SOW’s, will constitute the entire
integrated Agreement between StarTek and Cingular with regard to the subject matter herein. This
Agreement will supersede all prior oral and written communications, agreements, and understandings
of the parties, if any, with respect hereto. Acceptance of Material or Services, payment or any
inaction by Cingular shall not constitute Cingular’s consent to or acceptance of any additional or
different terms from that stated in this Agreement, except for terms in a SOW placed by Cingular
and signed by both Parties. Estimates furnished by Cingular shall not constitute commitments.



PRIVATE/PROPRIETARY/LOCK




Contains private and/or proprietary information. May not
be used or disclosed outside Cingular or Supplier except pursuant to a written Agreement.





 


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Agreement Number: GAMSA-STAR081106-00




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



	 	 	 	 	 	 	 
	[Supplier]	 	CINGULAR WIRELESS LLC

On behalf of itself and its Affiliates
	 
	 	 	 	 	 	 
	By:

	 	 
	 	By:
	 	 
	 

	 	 
	 	 	 	 
	Name:

	 	 
	 	Name:
	 	 
	 

	 	 
	 	 	 	 
	Title:

	 	 
	 	Title:
	 	 
	 

	 	 
	 	 	 	 






PRIVATE/PROPRIETARY/LOCK




Contains private and/or proprietary information. May not
be used or disclosed outside Cingular or Supplier except pursuant to a written Agreement.





 


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Agreement Number: GAMSA-STAR081106-00




Exhibit 1




Executive Orders and Federal Regulations




Work under this Agreement may be subject to the provisions of certain Executive Orders, federal
laws, state laws, and associated regulations governing performance of this contract including, but
not limited to: Executive Order 11246, Executive Order 11625, Executive Order 11701, and Executive
Order 12138, Section 503 of the Rehabilitation Act of 1973 as amended and the Vietnam Era Veteran’s
Readjustment Assistance Act of 1974. To the extent that such Executive Orders, federal laws, state
laws, and associated regulations apply to the work under this Agreement, and only to that extent,
Supplier (also referred to as “Supplier”) agrees to comply with the provisions of all such
Executive Orders, federal laws, state laws, and associated regulations, as now in force or as may
be amended in the future, including, but not limited to the following:



1. EQUAL EMPLOYMENT OPPORTUNITY DUTIES AND PROVISIONS OF GOVERNMENT SUPPLIERS




In accordance with 41 C.F.R.§60-1.4(a), the parties incorporate herein by this reference the
regulations and contract clauses required by that section, including but not limited to, Supplier’s
agreement that it will not discriminate against any employee or applicant for employment because of
race, color, religion, sex, or national origin. The Supplier will take affirmative action to
ensure that applicants are employed, and that employees are treated during employment, without
regard to their race, color, religion, sex, or national origin.



2. AGREEMENT OF NON SEGREGATED FACILITIES




In accordance with 41 C.F.R. §60-1.8, Supplier agrees that it does not and will not maintain or
provide for its employees any facilities segregated on the basis of race, color, religion, sex, or
national origin at any of its establishments, and that it does not and will not permit its
employees to perform their services at any location, under its control, where such segregated
facilities are maintained. The term “facilities” as used herein means waiting rooms, work areas,
restaurants and other eating areas, time clocks, rest rooms, wash rooms, locker rooms and other
storage or dressing areas, parking lots, drinking fountains, recreation or entertainment areas,
transportation, and housing facilities provided for employees; provided, that separate or
single-user restroom and necessary dressing or sleeping areas shall be provided to assure privacy
between the sexes.



3. AGREEMENT OF AFFIRMATIVE ACTION PROGRAM




Supplier agrees that it has developed and is maintaining an Affirmative Action Plan as required by
41 C.F.R. §60-1.4(b).



*Note- This note will serve for highlighted area 3&5. StarTek is not required by law to meet any of
these outlined expectations. We will require that the needed verbiage be added by Cingular that
deflects these requirements before signing this document.



4. AGREEMENT OF FILING




Supplier agrees that it will file, per current instructions, complete and accurate reports on
Standard Form 100 (EE0-1), or such other forms as may be required under 41 C.F.R.§60-1.7(a).



PRIVATE/PROPRIETARY/LOCK




Contains private and/or proprietary information. May not
be used or disclosed outside Cingular or Supplier except pursuant to a written Agreement.





 


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Agreement Number: GAMSA-STAR081106-00




5. AFFIRMATIVE ACTION FOR HANDICAPPED PERSONS AND DISABLED VETERANS, VETERANS OF THE VIETNAM ERA.




In accordance with 41 C.F.R.§60-250.20, and 41 C.F.R.§60-741.20, the parties incorporate herein by
this reference the regulations and contract clauses required by those provisions to be made a part
of government contracts and subcontracts.



6. Executive Order 13201 Compliance




In accordance with 29 C.F.R. Part 470.2(b) the parties incorporate by reference the regulations and
contract clauses required by those provisions to be made a part of covered subcontracts and
purchase orders and Supplier agrees to comply with the provisions of 29 CFR Part 470.



7. UTILIZATION OF SMALL, SMALL DISADVANTAGED AND WOMEN-OWNED SMALL BUSINESS CONCERNS




As prescribed in 48 C.F.R., Ch. 1, 19.708(a):




	 	(a)	 	It is the policy of the United states that small business concerns, small business
concerns owned and controlled by socially and economically disadvantaged individuals and
small business concerns owned and controlled by women shall have the maximum practicable
opportunity to participate in performing contracts let by any Federal agency, including
contracts and sub-contracts for systems, assemblies, components, and related services for
major systems. It is further the policy of the United States that its prime Suppliers
establish procedures to ensure the timely payment amounts due pursuant to the terms of the
subcontracts with small business concerns, small business concerns owned and controlled by
socially and economically disadvantaged individuals and small business concerns owned and
controlled by women.







	 	(b)	 	The Supplier hereby agrees to carry out this policy in the awarding of subcontracts to
the fullest extent consistent with efficient contract performance. The Supplier further
agrees to cooperate in any studies or surveys as may be conducted by the United States
Small Business Administration or the awarding agency of the United States as may be
necessary to determine the extent of the Supplier’s compliance with this clause.







	 	(c)	 	As used in this contract, the term small business concern shall mean a small business
as defined pursuant to section 3 of the Small Business Act and relevant regulations
promulgated pursuant thereto. The term small business concern owned and controlled by
socially and economically disadvantaged individuals shall mean a small business concern
which is at least 51 percent unconditionally owned by one or more socially and economically
disadvantaged individuals; or, in the case of any publicly owned business, at least 51
percent of the stock of which is unconditionally owned by one or more socially and
economically disadvantaged individuals; and (2) whose management and daily business
operations are controlled by one or more such individuals. This term also means small
business concern that is at least 51 percent unconditionally owned by an economically
disadvantaged Indian tribe or Native Hawaiian Organization, or a publicly owned business
having at least 51 percent of its stock unconditionally owned by one of these entities
which has its management and daily business controlled by members of an economically
disadvantaged Indian tribe or Native Hawaiian Organization, and which meets the
requirements of 13 CRF part 124. The Supplier shall presume that socially and economically
disadvantaged individual include Black Americans, Hispanic Americans, Native Americans,
Asian-Pacific Americans, Subcontinent Asian Americans, and other minorities, or any other
individual found to be disadvantaged by the Administration pursuant to section 8(a) of the
Small business Act. The Supplier shall presume that socially and economically
disadvantaged entities also include Indian Tribes and Native Hawaiian Organizations.






PRIVATE/PROPRIETARY/LOCK




Contains private and/or proprietary information. May not
be used or disclosed outside Cingular or Supplier except pursuant to a written Agreement.





 


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Agreement Number: GAMSA-STAR081106-00





	 	(d)	 	The term “small business concern owned and controlled by women” shall mean a small
business concern (i) which is at least 51 percent owned by one or more women, or, in the
case of any publicly owned business, at least 51 percent of the stock of which is owned by
one or more women, and (ii) whose management and daily business operations are controlled
by one or more women; and







	 	(e)	 	Suppliers acting in good faith may rely on written representations by their
sub-Suppliers regarding their status as a small business concern, a small business concern
owned and controlled by socially and economically disadvantage individuals or a small
business concern owned and controlled by women.






8. SMALL, SMALL DISADVANTAGED AND WOMEN-OWNED SMALL BUSINESS SUB-CONTRACTING PLAN. The
sub-Supplier will adopt a plan similar to the plan required by 48 CFR Ch. 1 at 52.219-9.



PRIVATE/PROPRIETARY/LOCK




Contains private and/or proprietary information. May not
be used or disclosed outside Cingular or Supplier except pursuant to a written Agreement.





 


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Agreement Number: GAMSA-STAR081106-00




Exhibit 2




Security Requirements




Contractors must comply with these security requirements (“Requirements”) to have access to
Cingular’s computers, computer peripherals, computer communications networks, computer
systems/applications/software, network elements and their support systems, and the information
stored, transmitted, or processed using these resources (“Information Resources.”) “Contractor”
means a person or business entity with a written agreement (“Agreement”) to perform services for
Cingular. “User” means any individual performing services under the Agreement, whether as an
employee, approved subcontractor, or agent of Contractor. “Cingular Sponsor” means the Cingular
management employee responsible for the oversight of the services provided by Contractor.



These Requirements apply to Contractors and Users performing services on Cingular premises or
remotely accessing Cingular infrastructure, systems or applications using Cingular-provisioned
client-VPN and to those providing services to Cingular that are hosted external to Cingular
premises.



A. Compliance with Law and General Policy. Contractors must comply with the “Cingular
Corporate Information Security Policy” as set forth on Attachment 1. Contractors must protect
Cingular Information Resources and Cingular proprietary or confidential data or information in
accordance with the terms and conditions of the Agreement (including any separate confidentiality
agreements), and must comply with all applicable international, federal, state, and local laws and
regulations related to use of Information Resources and protection of Cingular’s data or
information. Contractor is responsible for ensuring that all Users it employs or contracts with
comply with these Requirements. Additionally, regarding its Users, Contractor shall:




	1.	 	Ensure that all Users are covered by a legally binding obligation that protects Cingular’s
proprietary and confidential information and are briefed on these Requirements.

	 
	2.	 	Perform a criminal background check on each User prior to allowing the User to access an
Information Resource, and not allow such access if the User has been convicted of or is
currently awaiting trial for a felony offense or a misdemeanor related to computer security,
theft, fraud or violence.

	 
	3.	 	Not subcontract any part of the work under the Agreement whereby a subcontractor will have
access to Cingular’s Information Resources without written approval of Cingular.






B. Audits. Upon at least one week’s notice from Cingular, and subject to reasonable
security requirements of Contractor, Contractor shall provide Cingular’s designated
representatives, if under a commercially reasonable nondisclosure agreement with both Cingular and
Contractor, with access to and any assistance that it may require with respect to the Contractor’s
facilities, systems and software for the purpose of performing commercially reasonable tests and
audits to determine compliance with these Requirements, including intellectual property audits if
applicable, data privacy and security audits, and audits or inspections of the services and related
operational processes and procedures, and access to any SAS-70 audits performed during the term of
the Agreement. If Contractor is advised that it is not in compliance with any aspect of these
Requirements, Contractor shall promptly take actions to comply with the audit findings. If
Contractor is substantially in nonconformance with the foregoing, in addition to any remedies that
Cingular may have, Contractor shall bear the reasonable cost of a re-audit after Contractor
indicates to Sponsor that the audit findings have been remedied. Cingular may audit or inspect any
computer hardware or software used by Users in the performance
of work for Cingular, and may periodically review or monitor any use of Information Resources by
User. Any User using Cingular Information Resources in an inappropriate manner may be subject to
removal from the Cingular account, and to any other legal remedies Cingular may have.



PRIVATE/PROPRIETARY/LOCK




Contains private and/or proprietary information. May not
be used or disclosed outside Cingular or Supplier except pursuant to a written Agreement.





 


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Agreement Number: GAMSA-STAR081106-00




C. Privacy of Customer Information. Contractor acknowledges that information regarding
Cingular’s customers and personnel, such as their account information, (including by way of
example, name, address, telephone number, credit card information or social security number)
(“Customer Information”) are subject to certain privacy laws and regulations, as well as the
requirements of Cingular. Such Customer Information is to be considered private, sensitive and
confidential. Accordingly, with respect to Customer Information, Contractor agrees it shall not:



1. Use Customer Information for any purpose except as expressly authorized by Cingular in writing;




2. Disclose Customer Information to any party except as expressly authorized by Cingular in
writing;



3. Incorporate Customer Information into any database other than in a database maintained
exclusively for the storage of Cingular’s Customer Information;



4. Sale, license or lease Customer Information to any other party;



5. Allow access to Customer Information only to those employees of Contractor with a need to know
and for use only for the purposes set forth in the Agreement.



D. Notification of Security Breach. Contractor will immediately notify Cingular Sponsor
of any breach of these Requirements, including any breach that allows or could allow a third party
to have access to any Customer Information, including but not limited to the following:




Social Security Number

Driver License Number

Home Address

Credit or debit card numbers

Date of birth

Visa / passport number

Bank account numbers

Mother’s maiden name

Application PIN or password

Tax identification number

Credit information

Cingular Account Information



E. VISA Cardholder Information Security Program (CISP)




If applicable, Contractor shall adhere to all Payment Card Industry (PCI) Data Security Standard
Requirements (VISA), as may be modified, for storing, processing, and transmitting credit card or
debit cardholder information on behalf of Cingular Wireless. Security requirements apply to all
“system components” which is defined as any network component or server, or application included or
connected to the Cingular Customer Cardholder data environment. Network components include, but
are not limited to firewalls, switches, routers, wireless access points, network appliances, or
other appliances. Servers include, but not limited to, web database, authentication, and DNS mail
proxy. Applications include all purchased and custom applications including internal and external
web applications.


 


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Agreement Number: GAMSA-STAR081106-00




In the event that Contractor causes harm due to negligence or compromises a Cingular Wireless
customer’s cardholder information, it shall be liable for all penalties, or expenses incurred as a
result of such a compromise.



For detailed information regarding the Visa Cardholder information Security Program, see the
following web page:
http://usa.visa.com/business/accepting_visa/ops_risk_management/cisp.html?ep=v_sym_cisp



To view the Payment Card Industry (PCI) Data Security Program requirements, navigate to “PCI Data
Security Standard” and open the PDF.



F. Return or Destruction of Data. At the termination or expiration of the Agreement or
when there is no longer a business need or data retention requirement, or at the request of
Cingular, and in accordance with all laws, Contractor will either return, or purge and destroy at
Cingular’s direction, all Cingular data, including Customer Information from Contractor’s and
User’s own information resources, according to Cingular standards, and will notify Cingular when
this has been accomplished.



G. Changes. These Requirements are subject to change and revision by Cingular from time
to time. Cingular is responsible for advising Contractor of any changes. Contractor is
responsible for complying with the revised Requirements. If Contractor is unable to comply with
the Requirements as revised, it may seek a waiver within a reasonable time following the
notification of change.



H. Waiver and Effect. By accepting these Requirements, Contractor agrees to comply fully
with all the Requirements. If Contractor wishes to provide Cingular with services that are not in
full compliance with the Requirements, it shall request and negotiate with the Cingular Sponsor a
written waiver.



I. Remedies. Failure of Contractor to comply with the Requirements may result in
Cingular’s terminating the Agreement and exercising any other legal rights it may have.



J. Conflicts/Non-Integration. These Requirements are intended to supplement and not
replace any written agreements that the Contractor may enter into with Cingular. In the event of a
conflict between these Requirements and a signed written agreement between the parties, the signed
written agreement shall control. In the event there is a conflict between these Requirements and
any oral agreement between the parties, these Requirements shall control.


 


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Agreement Number: GAMSA-STAR081106-00




Exhibit 3




Cingular Corporate Information Security Policy

Compliance by Business Partners, Vendors, Contractors




It is the policy of Cingular Wireless to take active steps to ascertain any identified or suspected
risks to the electronic information and services of the company through the use of, providing
external access to, outsourcing to or employment of Suppliers. Acceptance of this exhibit provided
an explicit assertion of compliance with each of the individual provisions as enumerated within
this exhibit.



Security Compliance Requirements




Wireless Network Access




	 	 	 
	WNA.1.

	 	[*]
	WNA.2.

	 	[*]
	WNA.3.

	 	[*]
	WNA.4.

	 	[*]
	WNA.5.

	 	[*]
	WNA.6.

	 	[*]
	WNA.7.

	 	[*]






Virus Detection and Management




	 	 	 
	VDM.1.

	 	[*]
	VDM.2.

	 	[*]
	VDM.3.

	 	[*]






User Identity (Requirements)




	 	 	 
	UIR.1.

	 	[*]
	UIR.2.

	 	[*]
	UIR.3.

	 	[*]
	UIR.4.

	 	[*]
	UIR.5.

	 	[*]
	UIR.6.

	 	[*]
	UIR.7.

	 	[*]
	UIR.8.

	 	[*]
	UIR.9.

	 	[*]






Strong Authentication (Requirements)




	 	 	 
	SAR.1.

	 	[*]
	SAR.2.

	 	[*]






Remote Network Access




	 	 	 
	RNA.1

	 	[*]





 


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Agreement Number: GAMSA-STAR081106-00




Passwords




	 	 	 
	PWR.1

	 	[*]
	PWR.2

	 	[*]
	PWR.3

	 	[*]:
	 

	 	•     [*]
	 

	 	•     [*]
	 

	 	•     [*]
	PWR.4

	 	[*]:
	 

	 	•     [*],
	 

	 	•     [*],
	 

	 	•     [*],
	 

	 	•     [*],
	 

	 	•     [*],
	 

	 	•     [*],
	 

	 	•     [*].
	PWR.5

	 	[*]
	PWR.6

	 	[*]
	PWR.7

	 	[*]
	PWR.8

	 	[*]
	PWR.9

	 	[*]
	PWR.10

	 	[*]
	PWR.11

	 	[*]
	PWR.12

	 	[*]
	PWR.13

	 	[*]
	PWR.14

	 	[*]
	PWR.15

	 	[*]
	PWR.16

	 	[*]






Encryption




	 	 	 
	ENR.1

	 	[*]
	ENR.2

	 	[*]
	ENR.3

	 	[*]
	ENR.4

	 	[*]
	ENR.5

	 	[*]
	ENR.6

	 	[*]
	ENR.7

	 	[*]
	ENR.8

	 	[*]
	ENR.9

	 	[*]






System Access Policy: Authentication, Authorization, Revocation




	 	 	 
	SYR.1

	 	[*]
	SYR.2

	 	[*]
	SYR.3

	 	[*]
	SYR.4

	 	[*]
	SYR.5

	 	[*]
	SYR.6

	 	[*]
	SYR.7

	 	[*]
	SYR.8

	 	[*]
	SYR.9

	 	[*]





 


42









 





Agreement Number: GAMSA-STAR081106-00




	 	 	 
	SYR.10

	 	[*]
	SYR.11

	 	[*]






Security Change Management




	 	 	 
	SYR.12

	 	[*]
	SYR.13

	 	[*]:
	 

	 	•     [*]
	 

	 	•     [*]
	 

	 	•     [*]
	 

	 	•     [*]
	 

	 	•     [*]
	 

	 	•     [*]
	 

	 	•     [*]
	 

	 	•     [*]
	 

	 	•     [*]
	 

	 	•     [*]





 


43









 





Agreement Number: GAMSA-STAR081106-00




Exhibit 4

Monthly Scorecard Format




(Sample Data)




[Table*]




PRIVATE/PROPRIETARY/LOCK




Contains private and/or proprietary information. May not
be used or disclosed outside Cingular or Supplier except pursuant to a written Agreement.





 


44









 







Agreement Number: GAMSA-STAR081106-00




Exhibit 5




Management Procedures for Change in Scope





	10	 	Cingular shall have the right to make changes in the scope of the work and Specification to
be performed under this Order as set forth in this Exhibit A. All changes shall be authorized
in writing by Cingular Contact through a Project Change Notice.

	 
	11	 	Supplier shall not make any changes in the scope of the work or Specification to be performed
under this Order which have not been authorized in writing by the Cingular Contact.

	 
	12	 	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 Order from anyone
other than the Cingular Contact, Supplier shall promptly notify the Cingular 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.

	 
	13	 	If Supplier receives instructions, directions, or requests from Cingular Contact to make any
change or changes that will result in a change in the scope of the work to be performed under
this Order, Supplier shall reasonably promptly provide Cingular 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 Cingular 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 Cingular
Contact, other than at the urging or other affirmative act by the Cingular Contact, shall not
excuse any delay in a delivery date or form the basis for any claim or rationale to increase
Supplier’s pricing.

	 
	14	 	Any delays indirectly or directly affecting the dates in the Deliverables Matrix that are
approved in writing by the Cingular Contact shall be excused, and any increase in the cost
must be approved in writing by the Cingular Contact and shall be added to the Supplier’s
price.

	 
	15	 	Notwithstanding any other provision herein, Supplier shall not be obligated to make any
change to this 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




PRIVATE/PROPRIETARY/LOCK




Contains private and/or proprietary information. May not
be used or disclosed outside Cingular or Supplier except pursuant to a written Agreement.






 


45









 







Agreement Number: GAMSA-STAR081106-00




[Exhibit 5 continued]

PROJECT CHANGE NOTICE




DATE:




CLIENT:




PROJECT:




 

DESCRIPTION OF CHANGE:




ALL SUPPORTING MATERIALS ATTACHED? YES o NO o




DATE:




 





DATE:




IMPLEMENTATION PLAN? YES o    NO o




 





COST OF CHANGE (if any):      $




DATE: APPROVALS




 





	 	 	 	 	 	 	 
	Supplier Telemarketing Corporation	 	Cingular Wireless, LLC
	 
	 	 	 	 	 	 
	By:

	 	 
	 	By:
	 	 
	 

	 	 
	 	 	 	 






	 	 	 	 	 	 	 
	Printed Name:

	 	 	Printed Name:	 
	 

	 	 
	 	 	 	 






	 	 	 	 	 	 	 
	Title:

	 	 	 	Title:	 	 
	 

	 	 
	 	 	 	 






	 	 	 	 	 	 	 
	Date:

	 	 	 	Date:	 	 
	 

	 	 
	 	 	 	 






Proprietary Information

The information contained herein is not for use or disclosure outside CINGULAR, supplier, their affiliated and subsidiary

companies, and their third party representatives, except under written agreement.






 


46









 







Agreement Number: GAMSA-STAR081106-00




Exhibit 6




ACD Report Data

From Vendor




	 	 	 	 	 
	Column A 

Switch/Site Level Data

	 	Column B

Split Level Data
	 	Column C

Agent Level Data
	 

	 	 
	 	 
	Timestamp

CDN Number

CDN Name

Call Answered

Calls Abandoned

Calls Ans Aft Thres

Tot Answered Delay

	 	Timestamp

ACD Number

ACD Name

Calls Answered

Calls Abandoned

DN Calls In

DN Calls Out

Num Ans After Thres

Total Answer Delay

ACD Talk Time

Not Ready Time

Incoming DN Time

Outgoing DN Time

Wait Time

Hold Time

Busy Time 

DN Calls Transferred

ACD Calls Xfered

Total Login Time

Num Short Calls

	 	Timestamp

Agent ID

Agent Name

ACD-DN Number

ACD-DN Name

Calls Answered

Acd Calls XFered

In DN Calls

Out DN Calls

DN Calls XFered

Short Calls

Total ACD Talk Time

Total Not Ready Time

Total In DN Time

Total Out DN Time

Total Wait Time

Total Hold Time

Total Login Time






Proprietary Information

The information contained herein is not for use or disclosure outside CINGULAR, supplier, their affiliated and subsidiary

companies, and their third party representatives, except under written agreement.







 


47









 







Agreement Number: GAMSA-STAR081106-00




Exhibit 7(a)




PRIME SUPPLIER

MBE/WBE/DVBE PARTICIPATION PLAN




PRIME SUPPLIER NAME ______________________

ADDRESS: ______________________

TELEPHONE NUMBER: ______________________




DESCRIBE GOODS OR SERVICES BEING PROVIDED UNDER THIS AGREEMENT:




 





 





DESCRIBE YOUR M/WBE-DVBE OR SUPPLIER DIVERSITY PROGRAM AND THE PERSONNEL DEDICATED TO THAT PROGRAM:




 





 





THE FOLLOWING, TOGETHER WITH ANY ATTACHMENTS IS SUBMITTED AS AN MBE/WBE/DVBE PARTICIPATION PLAN.





	1.	 	GOALS







	 	A.	 	WHAT ARE YOUR MBE/WBE/DVBE PARTICIPATION GOALS?







	 	•	 	MINORITY BUSINESS ENTERPRISES (MBEs)
______________________%

	 
	 	•	 	WOMEN BUSINESS ENTERPRISES (WBEs)
______________________%

	 
	 	•	 	DISABLED VETERANS BUSINESS
______________________%

ENTERPRISES (DVBEs)







	 	B.	 	WHAT IS THE ESTIMATED ANNUAL VALUE OF THIS CONTRACT WITH CINGULAR WIRELESS?
______________________

	 
	 	C.	 	WHAT ARE THE DOLLAR AMOUNTS OF YOUR PROJECTED MBE/WBE/DVBE PURCHASES?







	 	•	 	MINORITY BUSINESS ENTERPRISES (MBEs) ______________________

	 
	 	•	 	WOMEN BUSINESS ENTERPRISES (WBEs) ______________________

	 
	 	•	 	DISABLED VETERANS BUSINESS ______________________

ENTERPRISES (DVBEs)






Proprietary Information

The information contained herein is not for use or disclosure outside CINGULAR, supplier, their affiliated and subsidiary

companies, and their third party representatives, except under written agreement.







 


48









 







Agreement Number: GAMSA-STAR081106-00




*SEE MBE/WBE/DVBE CANCELLATION CLAUSE IN AGREEMENT FOR DEFINITIONS OF MBE, WBE, AND DVBE*




	2.	 	LIST THE PRINCIPAL GOODS AND/OR SERVICES TO BE SUBCONTRACTED TO MBE/WBE/DVBEs OR DELIVERED
THROUGH MBE/WBE/DVBE VALUE ADDED RESELLERS.






 





 





DETAILED PLAN FOR USE OF M/WBEs-DVBEs AS SUBCONTRACTORS, DISTRIBUTORS, VALUE ADDED
RESELLERS



For every product and service you intend to use, provide the following information:

(Attach additional sheets if necessary)



	 	 	 	 	 	 	 	 	 
	 	 	Classification	 	Products/Services	 	 	 	 
	Company name	 	(MBE/WBE/DVBE)	 	to be provided	 	$ Value	 	Date to Begin
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 







	3.	 	SELLER AGREES THAT IT WILL MAINTAIN ALL NECESSARY DOCUMENTS AND RECORDS TO SUPPORT ITS
EFFORTS TO ACHIEVE ITS MBE/WBE/DVBE PARTICIPATION GOAL (S). SELLER ALSO ACKNOWLEDGES THE FACT
THAT IT IS RESPONSIBLE FOR IDENTIFYING, SOLICITING AND QUALIFYING MBE/WBE/DVBE SUBCONTRACTORS,
DISTRIBUTORS AND VALUE ADDED RESELLERS.







	4.	 	THE FOLLOWING INDIVIDUAL, ACTING IN THE CAPACITY OF MBE/WBE/DVBE COORDINATOR FOR SELLER,
WILL:







	 	•	 	ADMINISTER THE MBE/WBE/DVBE PARTICIPATION PLAN,

	 
	 	•	 	SUBMIT SUMMARY REPORTS, AND

	 
	 	•	 	COOPERATE IN ANY STUDIES OR SURVEYS AS MAY BE REQUIRED IN ORDER TO DETERMINE
THE EXTENT OF COMPLIANCE BY THE SELLER WITH THE PARTICIPATION PLAN.







			
	NAME: (PRINTED)	 	 
 








			
	TITLE:	 	 
 








			
	TELEPHONE NUMBER:	 	 
 








			
	AUTHORIZED SIGNATURE:	 	 
 








			
	DATE:	 	 
 







Proprietary Information

The information contained herein is not for use or disclosure outside CINGULAR, supplier, their affiliated and

subsidiary companies, and their third party representatives, except under written agreement.



 


49









 





Agreement Number: GAMSA-STAR081106-00




Exhibit 7(b)




[Report Form*]




PRIVATE/PROPRIETARY/LOCK




Contains private and/or proprietary information. May not
be used or disclosed outside Cingular or Supplier except pursuant to a written Agreement.





 


50









 







Agreement Number: GAMSA-STAR081106-00




VALUE ADDED RESELLER* RESULTS




*Supplier who purchases products/services from an original equipment manufacturer or other prime supplier for resale and provides enhancements or added value




To the basic product. (Attach additional sheets if necessary)



	 	 	 	 	 	 	 
	6.

	 	 
	 	[*] :
	 	[*] :
	 

	 	 
	 	 
	 	 
	Name:
	 	 	 	 	 	 
	 	 	 
	Address:
	 	 	 	 	 	 
	 	 	 
	City, State, Zip:
	 	 	 	 	 	 
	 	 	 
	Telephone:
	 	 	 	 	 	 
	 	 	 
	Goods or Services:
	 	 	 	 	 	 
	 	 	 
	 

	 	 	 	[*] :
	 	[*] :
	Name:
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	Address:
	 	 	 	 	 	 
	 	 	 
	City,State Zip:
	 	 	 	 	 	 
	 	 	 
	Telephone:
	 	 	 	 	 	 
	 	 	 
	Goods or Services:
	 	 	 	 	 	 
	 	 	 






Proprietary Information

The information contained herein is not for use or disclosure outside CINGULAR, supplier, their affiliated and subsidiary

companies, and their third party representatives, except under written agreement.





 


51