Filed by Bowne Pure Compliance





Exhibit 10.18






	 	 	 
	*	 	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.





Nodal Order Provisioning




20070105.006.S.008




Between




Startek, Inc.




And




AT&T Services, Inc.




Proprietary
Information

The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier,

their Affiliates and their third party representatives, except under written agreement by the contracting Parties.





 


 









 







Agreement No. 20070105.006.C

Order No. 20070105.006.S.008

Page 1 of 7




General Agreement Order No. 20070105.006.S.008




This Order, effective on the date when signed by the last Party (“Effective Date”) is by and
between Startek, Inc., a Delaware corporation (“Supplier”) and AT&T Services, Inc., a Delaware
corporation (“AT&T”), each of which may be referred to in the singular as “Party” or in the plural
as “Parties,” and shall be governed pursuant to the terms and conditions of Agreement Number
20070105.006.C. Any terms and conditions in this Order that modify or change the terms and
conditions of Agreement Number 20070105.006.C shall apply to this Order only.




	1.	 	Description of Material and/or Services:

	 
	 	 	Supplier shall provide Voice Ordering services and Voice Ordering Support Services to AT&T
as determined by AT&T (“Program”), pursuant to Attachment A entitled “STATEMENT OF WORK”,
dated April 1, 2008 (“Work”) attached hereto and hereby made a part of this Order.







	2.	 	Duration of Order:

	 
	 	 	This Order will continue in effect for a term expiring on March 31, 2010, unless it is
Cancelled or Terminated before that date. The Parties may extend the term of this Order
beyond that date by mutual written agreement. The terms and conditions of this Order cover
all Services started prior to the execution of this Order, from April 1, 2008 up until
execution of this Order.







	3.	 	Location:

	 
	 	 	Supplier shall perform the Work at the following locations: Greeley CO and Grand Junction,
CO

	 
	4.	 	Pricing:

	 
	 	 	The following Pricing schedule shows the amounts to be paid to Supplier for the various Work
to be performed under this Order.

	 
	 	 	Full Time Equivalent (“FTE”) Order Specialists (“OS”) Monthly, the AT&T and Supplier will
mutually determine and agree in writing to the FTE headcount quantity of Order Specialists
based on [*] pursuant to “Section C — Volume and Forecasting Process of Attachment A” to be
invoiced according to the rates below. Invoices shall be submitted monthly based on [*] and
shall exclude any non-production activity, including but not limited to the following:
lunchtime, break time, holidays, vacations and sick-time.







	 	 	 	Billable [*] Rates:

	 
	 	 	 	The following rates shall apply to billable Order Specialist FTEs:

Rates are based on [*]






Proprietary Information

The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier,

their Affiliates and their third party representatives, except under written agreement by the contracting Parties.




 


 









 







Agreement No. 20070105.006.C

Order No. 20070105.006.S.008

Page 2 of 7




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Description	 	1 - 100 FTEs	 	 	101 - 150 FTEs	 	 	150 + FTEs	 
	 
	Order Specialist FTE [*]
Rate*
	 	$	[*]	 	 	$	[*]	 	 	$	[*]	 
	 
	[*] Training — pursuant to
Section D Training
	 	$	[*]	 	 	$	[*]	 	 	$	[*]	 








	 	 	 
	*	 	Any FTEs supporting similar type programs, whether added specifically to this Order
or issued under a separate Order will be added to this Orders existing FTE headcount
and the cumulative volume of FTEs will be used to determine applicable volume tiered
pricing for this Order. For Example: AT&T enters into a separate Order with
Startek to provide 40 FTEs to support another similar type Voice program. The
existing 136 FTEs under this Order will then be compensated at the next volume
tiered price of $[*] since the total combined FTE head count, i.e.176, is at the
next volume tier rate threshold.

	 
	 	 	Supplier agrees that the rates provided above are all inclusive of the costs for the
Program, which include, but are not limited to the following items, and no other
charges shall be billed to AT&T.

	 
	1.	 	Training [*]

	 
	2.	 	Dedicated Area Managers

	 
	3.	 	Dedicated AT&T GBS Reports Analyst

	 
	4.	 	Dedicated AT&T GBS Process Managers

	 
	5.	 	Dedicated AT&T GBS Escalation Managers

	 
	6.	 	Travel and Living

	 
	7.	 	Pagers

	 
	8.	 	Programming (e.g. scripting, legacy programming and all programming production
support and maintenance functions)

	 
	9.	 	Program / Account management functions and personnel

	 
	10.	 	Development and issuance of reports

	 
	11.	 	Recruiting of Order Specialist

	 
	12.	 	Processing Downtime Forms

	 
	13.	 	System Access and Requirements

	 
	14.	 	Systems — Managing and maintaining equipment and access

	 
	15.	 	Postage

	 
	[*]	 	 

	 
	17.	 	Copies





Proprietary Information

The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier,

their Affiliates and their third party representatives, except under written agreement by the contracting Parties.




 


 









 







Agreement No. 20070105.006.C

Order No. 20070105.006.S.008

Page 3 of 7





Holiday [*]




AT&T agrees to compensate Supplier [*] for work performed by Order Specialist
headcount during the Holidays shown in Section I Holidays that were previously
approved by AT&T in writing.




	 	 	Where the parties are to mutually agree on the headcount quantity, [*] or the course of
conduct or activity under this Order, or any other provisions of this Order where the
parties may need to mutually agree, in the event the parties cannot mutually agree within
ten (10) business days, Supplier agrees to carry out the expressed requests of AT&T provided
such requests are not unreasonable. In addition, the parties agree to also promptly
escalate to the next level of management for resolution.

	 
	5.	 	Invoices/Billing Information:

	 
	 	 	If Supplier is enabled to transact business with AT&T using the internet-based Ariba
Supplier Network (“ASN”), Supplier agrees to submit invoices in electronic form to AT&T’s
Accounts Payable organization through the ASN. If Supplier is not so enabled, it agrees to
submit invoices to AT&T Accounts Payable, PO Box 66960, St. Louis, MO 63166-6960. Invoices
against this Order shall reflect billing number [TBD] exactly as shown for Voice Ordering
Services; and Invoices for Corporate ITS shall be submitted directly to AT&T’s Corporate ITS
Program Representative shown herein. Supplier shall ensure that AT&T’s Program
Representatives actually receives such invoices no later than the tenth (10th) of
each month for the prior month’s service in the format requested by AT&T. In addition,
Supplier shall provide AT&T, by no later than the 25th of each month, with an estimate of
current month’s billing including the amount being accrued and details as to how the amount
is being calculated. Such estimate for Voice Ordering Services shall be provided via email
to AT&T’s delegate [*] Invoices and estimates for Corporate ITS shall be provided via email
to [*].

	 
	 	 	Invoice charges (including any training expenses) shall be in accordance with the rates
shown in Section 4 Pricing of this Order.

	 
	 	 	[*] Supplier shall provide a document with each invoice which details the following:







	 	•	 	Headcount [*] by name, hire date, and months on Program as defined in the Statement
of Work.







	 	 	Training — Supplier shall provide the following back-up documentation, as requested
by AT&T, supporting all training expenses previously approved by AT&T in writing and billed
to AT&T. This documentation shall specify the following information for each training class
included in the billed training expense:







	 	•	 	Name or other designation of the training class

	 
	 	•	 	Program Request Form (PRF) to which the training is billed. If training is
cross-promotional (directed by AT&T in writing, and for the benefit of multiple AT&T
programs), Supplier will provide a copy of the PRF from AT&T directing the allocation
of the resulting expense across the affected programs, as well as a list of the
programs across which the expense is to be allocated. The cross-promotional training
expense will be allocated, as directed by AT&T, by Supplier across the affected
programs (PRF’s)






Proprietary Information

The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier,

their Affiliates and their third party representatives, except under written agreement by the contracting Parties.




 


 









 







Agreement No. 20070105.006.C

Order No. 20070105.006.S.008

Page 4 of 7





	 	•	 	Name of the contact at AT&T who directed Supplier to conduct the training







	 	•	 	Length, in hours per agent, of the training material covered in the class







	 	•	 	Start-date of the training class







	 	•	 	End-date of the training class







	 	•	 	Number of agents beginning the class







	 	•	 	Number of agents completing the class







	 	•	 	Other supporting information as requested by AT&T







	 	 	The aforementioned information shall be presented in a consistent format satisfactory to
AT&T for each invoice on which travel is billed. Supplier will attach this information,
along with other required back-up data, to the back of a copy of the corresponding invoice.

	 
	6.	 	Maximum Expenditure:

	 
	 	 	The maximum expenditure under this Order shall not exceed the following amounts over the
life of this Order:







	 	•	 	[*] for the Voice Ordering services and Voice Ordering Support Services; and

	 
	 	•	 	[*] for the Corporate ITS Voice Ordering services and Voice Ordering Support
Services.







	 	 	Subject to this maximum, the total amount payable by AT&T for the Work shall be determined
by applying the stated rate of applicable compensation set forth in this Order. AT&T shall
not be required to pay for Work in excess of this maximum unless Supplier has first secured
an amendment to this Order authorizing the increased expenditure.

	 
	7.	 	Program Managers/Points of Contact:

	 
	 	 	AT&T’s Program Representative for Voice Ordering Services is:







[*]




	 	 	AT&T’s Program Representative for Corporate ITS Voice Ordering Services is:







[*]




	8.	 	AT&T Contract Manager:







[*]




	9.	 	Supplier Point of Contact:







[*]



Proprietary Information

The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier,

their Affiliates and their third party representatives, except under written agreement by the contracting Parties.




 


 









 







Agreement No. 20070105.006.C

Order No. 20070105.006.S.008

Page 5 of 7





	10.	 	Orderly Transition:






For the purposes of this Order, “Section 3.27 Orderly Transition” of Agreement No.
20070105.006.C is hereby deleted in its entirety and replaced with the following:




	 	 	ORDERLY TRANSITION

	 
	 	 	In the event of expiration, Cancellation or Termination of this Order, wherein all or some
portion of the Work will be either discontinued, performed by AT&T itself, or performed
elsewhere for AT&T, Supplier agrees to provide to the extent requested by AT&T in writing,
for a period not to exceed eighteen (18) months, its full cooperation in the orderly
transition of the Work to AT&T or elsewhere, or its discontinuance. Such orderly transition
may include but not necessarily be limited to: (1) transitioning customer accounts
including reducing headcount to such number as AT&T may request from time to time, during
such any such transition period, (2) packing and preparing for shipment any materials or
other inventory to be transferred, (3) provision of reports, training manuals, files, and
similar media necessary for continuation of the Work transferred, and (4) continuation of
Work at reducing levels if necessary during the transition period and at reduced levels if
Work is transferred in part. AT&T will only pay compensation for OS activities which have
been specifically authorized and directed by AT&T in writing pursuant to this clause, and
such payment, if any, will be at the rates set forth in Section 4 Pricing. AT&T will
provide thirty (30) days advance written notice to Supplier of customer accounts to be
transitioned or terminated. In no event shall Supplier discontinue performing services for
customer accounts or reduce, increase or vary, the associated headcount without AT&T’s
expressed written consent.

	 
	11.	 	Dispute Resolution — Mediation







	 	a.	 	The Parties will attempt in good faith to promptly resolve any controversy or
claim arising out of or relating to this Order through negotiations between authorized
representatives of the Parties, before resorting to other remedies available to them.







	 	b.	 	If a controversy or claim should arise which is not settled as specified in
Subsection a., representatives of each Party who are authorized to resolve the
controversy or claim will meet at a location designated by AT&T, at least once, and
will attempt to, and are empowered to resolve the matter. Either representative may
request this meeting within fourteen (14) days of such request (the “first meeting”).







	 	c.	 	Unless the Parties otherwise agree, if the matter has not been resolved within
twenty-one (21) days of the first meeting, the representatives shall refer the matter
to more senior representatives, who shall have full authority to settle the dispute.
Such senior representatives will meet for negotiations within fourteen (14) days of the
end of the twenty-one (21) day period referred to above, at a site designated by AT&T.
Three (3) business days prior to this scheduled meeting, the Parties shall exchange
memoranda stating the issue(s) in dispute and their positions, summarizing the
negotiations which have taken place, and attaching relevant documents.







	 	d.	 	If more than one (1) meeting is held between the senior representatives, the
meeting shall be held in rotation at the offices of Supplier and AT&T.






Proprietary Information

The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier,

their Affiliates and their third party representatives, except under written agreement by the contracting Parties.




 


 









 







Agreement No. 20070105.006.C

Order No. 20070105.006.S.008

Page 6 of 7





	 	e.	 	If the matter has not been resolved within thirty (30) days of the first
meeting of the senior representatives (which period may be extended by mutual
agreement), the Parties will attempt in good faith to resolve the controversy or claim
in accordance with the American Arbitration Association’s then current Commercial
Mediation Rules.







	12.	 	Name of Affiliate Ordering Services:







AT&T Operations, Inc.



IN WITNESS WHEREOF, the Parties have caused this Order to be executed, which may be in
duplicate counterparts, each of which will be deemed to be an original instrument, as of the
date the last Party signs.



	 	 	 	 	 	 	 	 	 
	STARTEK, INC.	 	AT&T Services, Inc.	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Patrick M. Hayes
	 	By:
	 	/s/ Keith Connolly	 	 
	 

	 	 
	 	 	 	 	 	 
	Printed Name: Patrick M. Hayes	 	Printed Name: Keith Connolly	 	 
	Title: COO	 	Title: Vice President, Global Strategic Sourcing	 	 
	Date: 19 June 08	 	Date: 6/11/08	 	 
	 
	 	 	 	 	On behalf of AT&T Operations, Inc.	 	 






Proprietary Information

The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier,

their Affiliates and their third party representatives, except under written agreement by the contracting Parties.