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Exhibit
10.44
 Master
Service Agreement
October 28, 2002
 United
Parcel Service
 and 
APAC Customer Service, Inc.




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Master Service Agreement
      Section 1   Services
 A.
    
    Services Description.During the Term (as hereinafter defined), APAC
shall perform the Services (as hereinafter defined) pursuant to the
requirements set forth in this Agreement and the Services Addendum set
forth in Attachment A. For purposes of this Agreement, Services
shall mean (i) the receipt, handling and resolving of UPS-related
customer service inquiries, and related services to UPS Customers
(Customer Service Call (s), Call(s) or Inquiries) by APAC
employees functioning as customer service representatives,
administrative support, package information associates and claims
associates (CSRs) of telephone calls, e-mail and other media
initiated by third parties for the purpose of responding to UPSs
marketing of certain services and/or products or otherwise
communicating with UPS and (ii) any other services as mutually agreed
upon by both parties. These functions will collectively be referred to
as the Services.B.
    
    Performance Standards.The Services provided by APAC shall meet the
performance standards set forth in Attachment A. Attachment A shall be
modified by UPS from time to time at UPSs reasonable discretion and
upon notice to APAC.C.
    
    Changes to Services.UPS may request APAC to change the Services being performed by APAC under
this Agreement and/or amend Attachment A due to changes in business needs.




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Section 2  Responsibilities of the Parties.
 A.
    
    Services.APAC shall provide to UPS the Services in accordance with the terms,
conditions and charges set forth in this Agreement and its Attachment A, as may be amended,
in accordance with the terms and conditions stated herein.B.
    
    APACs Employees.
 1.
    
    In accordance with the terms and conditions set forth in this
agreement, APAC will provide its employees to perform the Services. APAC employees assigned to perform the Services for UPS are
solely the employees of APAC.2.
    
    APAC shall be solely responsible for all personnel related matters
and expenses thereof regarding the provision of the Services, including but not
limited to recruiting, interviewing, conducting criminal background and
employment reference checks, testing, selecting, hiring, employing, directing,
managing, training, monitoring attendance, monitoring quantity and quality of work,
and compensating all CSRs, Team Leaders, HR/Recruiters, Site Management and
Administrative Personnel, except as otherwise provided herein, necessary to
perform the Services.3.
    
    APAC shall have sole authority and responsibility to counsel,
discipline, review, evaluate, set the pay rates of, set the hours of work of, and
terminate its employees who perform the Services. UPS management will not counsel
or discipline APAC employees.4.
    
    APAC agrees to obtain from all of its employees assigned to UPS a
signed statement in the form of Attachment B, indicating APACs employee
understands that he or she is not a UPS employee, and that if it is ever determined that he or she actually was a UPS employee, he or she will disclaim all such
benefits.5.
    
    APAC agrees that it will comply with all other applicable federal,
state, or local laws or regulations applicable to APAC as an employer regarding
compensation, hours of work, or other conditions of employment.6.
    
    APAC will arrange for and provide the training for CSRs. Training will
include, but may not be limited to, internal and outside classroom training, Project
and product education, and on the job training. CSRs will receive initial new hire
training for basic skills, including APAC and UPS policies and procedures, training on
Existing Core Programs (e.g. one time pickup, tracking, Universal, PI, Damage
Notifier, Claims, CSTA, CPCP, CCR Processes), and may, in addition, receive refresher
training to enhance a CSRs performance, training for conversion from one Existing
Core Program to another or to a different program, and training for rate changes,
existing programs other than Existing Core Programs, new programs to be introduced,
new program features, or new services.
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7.
    
    In the event APAC proposes to have any Services under this Agreement performed
by personnel other than employees of APAC, APAC shall so notify UPS in advance. Any such
personnel shall be deemed subcontractors of APAC. APAC shall be fully and solely
responsible for the compensation and performance of all of its employees and
subcontractors. UPS reserves the right to reject any and all subcontractors with
respect to any or all Services proposed to be conducted pursuant to this Agreement.8.
    
    UPS may, in its discretion notify APAC to remove from performance of Services
under this Agreement any employee of APAC or its subcontractors or any subcontractor
for any reasonable and lawful reason satisfactory to UPS. Nothing in this provision
shall be deemed to give UPS the right to require APAC to hire or terminate any APAC
employees or in any way act in a manner inconsistent with APACs human resources
policies and procedures; it is intended only to give UPS the right to have APAC
discontinue using an employee in the performance of the Services.
 C.
    
    Level of Staffing.APAC shall be solely responsible for staffing to the UPS required level of
CSRs necessary to provide the Services as determined in accordance with the performance
standards set forth in Attachment A. Team Leader ratios, coach ratios, administrative/clerical
personnel, and management team requirements are also set forth in Attachment A.D.
    
    Monitoring.Without prior notice to APAC and to the extent permitted by law, UPS shall have
the right to monitor and record, on-site at the Centers and remotely outside the Centers,
APACs CSRs handling Calls and performing Services for UPS. UPS shall share the results of
its monitoring upon request by APAC. APAC agrees that it will secure from all employees serving as CSRs under this Agreement written consent (in the form of Attachment
E hereto) to be monitored by APAC and UPS.E.
    
    Reports and Documentation. APAC will provide UPS with reports and other documentation or
information as may be reasonably requested by UPS from time to time in order to verify that
APACs performance of the Services is in compliance with this Agreement. APAC and UPS will
conduct a semi-annual review of all reports and documentation to evaluate need.F.
    
    Audits. APAC will permit UPS, at UPSs expense, to audit any of APACs systems, documents,
processes, data, or reports related to the performance of this Agreement or payments due under
this Agreement. Such audits shall be held at a time and place during normal business hours.
Any information obtained by UPS pursuant to an audit shall be subject to UPSs obligation to
keep such information confidential as more fully set forth in Section 11 hereto.
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G.
    
    Periodic Assessment. UPS shall have the right to conduct reasonable periodic performance,
operational and quality control reviews of APACs performance of Services under this Agreement,
provided that UPS shall provide no direct supervision of APACs call centers or APACs
employees. Such reviews shall be performed during business hours and may include visits to the
Centers for verification of Service quality levels and other activities directly related to
obtaining information for quality control review purposes. UPS shall schedule such reviews with
APAC in advance.H.
    
    Quarterly Review. At the Option of UPS during each quarter of the Term of this Agreement,
representatives of APAC and UPS shall meet for review of the status of matters
contemplated by this Agreement, including but not limited to the service, performance,
quality performance, status of transition, enhancement to Services and quality
improvement processes. Each party shall bear its own costs and expenses incurred in connection
with such review.I.
    
    Annual Review.Annually in August or September, the parties will review the UPS
requirements in this Agreement and, if mutually agreed by the parties, such contractual items
as may be appropriate will be adjusted for future Services (to be
implemented on or after the commencement of the next calendar year) to reflect changes in
circumstances, including without limitation adjustments in wages, COLA adjustments, key
metrics, Base Rate and other charges, CS, PI and Claims assessments, quality scorecards (content
and scoring) and other metrics and elements that affect the UPS business and the Services.J.
    
    Notice of Delay.In the event of an actual or potential delay in APACs performance under
this Agreement, APAC shall immediately notify the UPS Site Manager by either fax or
telephone, whichever is quicker, describing the cause, effect and expected duration of such
delay or failure and thereafter shall immediately give notice to the UPS Site Manager of all
changes to such conditions.K.
    
    Forecasting.UPS will provide forecasting to APAC as detailed in Attachment A.L.
    
    Information Necessary for the Performance of Services.UPS shall use its best efforts to
provide accurate and factual information as may be required by this Agreement, respond
promptly and accurately to all reasonable requests for such information made by APAC, and
provide relevant new data and regular updates of changes to data previously provided. APAC
will rely upon information provided by UPS in performing the Services and will not be
responsible for any delay or loss that arises due to the inaccuracy of UPS supplied data or
information.M.
    
    Government Requirements.UPS shall obtain and maintain all licenses, franchises,
privileges, permits consents, exemptions, certificates, registrations, orders, approvals,
authorizations and similar documents and instruments that are required by federal, state and
local laws and regulations applicable to call centers for Services provided under this
Agreement.
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Section 3  Facilities and Equipment.
 A.
    
    Centers.Except as expressly set forth herein, APAC shall perform the Services at the
following location, now owned, or leased by UPS:
 Newport News, Virginia
 B.
    
    Acquisition and Security of the Centers.
 1.
    
    UPS shall be solely responsible for and shall bear all costs and expenses with
regard to the acquisition and/or leasing of the Centers, the maintenance of the Centers
structural components (including but not limited to foundation, walls, windows, parking
areas, roofs, conduit, HVAC, mechanical, plumbing and electrical systems), insurance for
the Centers, as provided herein, repair and maintenance of the Centers, including
maintenance of external grounds and parking, external lighting, obligations under the
Occupational Safety and Health Act (OSHA) and other similar laws applicable to the
provision, acquisition, leasing and maintenance of the Centers, and all employees of UPS
fulfilling UPS responsibilities as described herein. During the Term of this Agreement,
UPS covenants that the Centers shall be maintained and kept in good order, condition and
repair, conducive to the efficient performance by CSRs of their duties.2.
    
    Except to the extent of UPSs obligations hereunder, APAC will be responsible for
safe-guarding the work area, providing a safe work environment, investigating security
breaches and taking all commercially reasonable remedial steps regarding security
breaches. APAC will be responsible for providing all cameras and printing equipment
necessary to create picture identity cards and all supplies for access cards. APAC will
also properly safeguard all equipment and related materials, including UPS Proprietary
Software, other UPS Confidential or Proprietary Information and documents, other related
systems, and/or phone/communications lines. In the instance where equipment is owned by
UPS, APAC will ensure all equipment is inventoried and signed for by
APACs authorized representative upon
installation and acceptance. At any time thereafter, APAC retains responsibility and
liability for any equipment that is removed, exchanged, or modified, until such time as
that equipment is signed for by an authorized UPS representative releasing APAC of
responsibility. APAC is required to maintain a current equipment inventory listing subject to
UPS audit at any time. APACs liability will include, but not be limited to, the
replacement cost of any missing equipment or materials and/or loss due to misuse or
unauthorized access or use of any materials, equipment or systems.
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C.
    
    Equipment and Technology.
 1.
    
    UPS shall provide all computer hardware, telecommunications equipment, computer and
telecommunications software, furniture and fixtures required in the efficient performance of the
Services. Except as otherwise provided herein, UPS shall be solely responsible for and shall bear
all costs and expenses with regard to the ownership, leasing and maintenance of such hardware,
software and equipment including, but not limited to upgrades, enhancements and add-ons thereto. UPS
shall provide APAC with access to UPSs systems applicable to the UPS programs being supported by
APAC hereunder.2.
    
    UPS shall provide at its own cost, all telecommunications facilities, including
voice and data that are needed to conduct the day to day business of the operation as described.
UPS will provide, within reason, adequate floor or wall spaces for these telecom facilities. APAC
will be responsible for the cost of any telecom facilities that it requires for its own internal
use. The design and installation of any APAC voice or data circuit that interconnect to any portion of the  UPS voice or data network must be pre-approved in writing
by UPS.3.
    
    APAC shall operate UPS equipment, software or proprietary software, only for the performance of
Services for UPS and as directed by UPS. APAC shall not upgrade, modify or otherwise alter UPS
equipment, UPS software or UPS proprietary software unless and until UPS gives APAC such direction
and permission. APAC shall utilize UPS equipment, UPS software and UPS proprietary software. APAC
agrees to make UPS whole for loss or damage to UPS equipment, UPS software or UPS proprietary
software provided by UPS for use in the Centers, to the extent such loss or damage results from
negligence, a failure to act, or willful misconduct of an APAC employee.4.
    
    APAC shall utilize the applications systems currently utilized at the Center and provided by UPS
as of the effective date of this Agreement, and shall in conjunction and cooperation with UPS, work
to ensure a continuing smooth interface between the APAC Center and UPSs other operations.5.
    
    APAC will obtain UPSs approval prior to implementing any third party software, and related
documentation, database management systems, data and technical information, in
the performance of the Services which APAC will not be able to license to UPS or its designee upon
termination of this Agreement as contemplated herein, unless APAC will be able to provide UPS with
an alternative that will permit UPS or its designee to continue to perform the applicable systems
and Services after termination of this Agreement without degradation of performance levels or
reduction in functionality.6.
    
    APAC will provide personal computers and email access for APAC Center Management and
Administrative Personnel at the Center.
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7.
    
    APAC will be responsible for control,
repair, and replacement of headsets and
amplifiers at the original UPS supplied level of 1100. APAC is required to maintain a
current equipment inventory listing subject to UPS audit at any time. When purchasing
replacements for lost or damaged headsets and amplifiers, APAC will furnish a model of
comparable quality, features, compatibility and price to those originally provided by
UPS. If or when the agreement for services between APAC and UPS is terminated, APAC
will return to UPS the total number of headsets and amplifiers provided, in good repair.
 D.
    
    Supplies.APAC shall be responsible for and shall bear all expenses incurred in the rendition
of Services at the Center with respect to contracting for food services and perishable supplies.
 1.
    
    This statement is a clarification of the term perishable supplies. Perishable
Supplies is agreed to be any and all supplies that are consumable in nature. This includes
but is not limited to.
 (a)
    
    Office supplies including photocopy paper, facsimile paper,
other paper, toner, pens, pencils, markers, erasers, paper clips, staples, tape
calculators, etc.(b)
    
    Cleaning supplies including toilet paper, hand towels,
napkins, sanitary napkins, soaps, cleaning compounds, polishing compounds, trash
can liners, etc.(c)
    
    Any and all items relating to contracted food vendors.
 2.
    
    Kitchen Maintenance. APAC shall retain responsibility and liability for and
shall bear all expenses incurred for kitchen maintenance.
 3.
    
    Trash and Waste Removal. APAC shall retain responsibility and liability for
and shall bear all expenses incurred in the rendition of Services at the Center with the
respect to the removal of all trash and hazardous waste.
 E.
    
    Signs and Banners.APAC shall be entitled to erect exterior and interior signage and banners solely
in accordance with UPSs prior written authorization, except that UPS hereby consents to the
posting of internal signage that is professional and business like.
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Section 4
 Rates and Invoices
 A.
    
    Rates for Services.The rates for the performance of the Services pursuant to this
Agreement shall be those listed in Attachment A.
 B.
    
    Payment Terms.UPS and APAC agree that invoices for Services will be handled in the
following manner:
 1.
    
    APAC will invoice UPS on a weekly basis for Services rendered during the preceding
week. The invoices will be delivered no later than Wednesday to the UPS Site Manager. The
invoices will include the applicable Base Rate for APAC personnel for each billable hour
expended.
 
    
    The invoice shall be based on the actual APAC paid production hours as contemplated
by the Final Matrix and permitted changes to the Final Matrix. The Final Matrix as defined
will be the local site agreement 2 weeks prior to implementation. Hours billed to UPS from
APAC may vary from the Final Matrix for the following reasons:
 
    
    Overtime hours which UPS has approved in writing. Overtime shall be paid by UPS, in
accordance with the rates as provided in the Agreement.
    
    UPS approved training hours.
    
    If UPS has requested that APAC increase staffing, APAC will do
everything possible to
fill the request for additional FTEs with Part Time or Full Time hours (Expanded Hours).
Expanded Hours will be billed at the Base Rate. Hours that APAC is unable to fill with
Expanded Hours shall be billed at the overtime rate. All Overtime must be pre-approved in
writing by the UPS site manager or their designee.
 
    
    The following steps shall be used to develop Required hours:
 
    
    The Final Matrix will be used to determine the final FTE requirements. The Final
Matrix will be provided by UPS four (4) weeks in advance.
 
    
    Coaches hours will be billed as actual hours worked never to exceed the agreed upon
ratio of one coach per twelve (12) CSRs to UPS by the following calculation: Divide the
required FTE CSR approved in the Final Matrix by 12 and multiply by eight. Example for
calculation of the coach billable hours:
 Total Required hours = 2,929Total Required FTEs = 391{2,929/7.5}Coach Hours Billable = 391/12*8 = 260.67 hours
 
    
    Coaches Overtime hours must be pre-approved in writing by the UPS site manager or
designee. If the actual volume is less than expected, APAC will do all possible to reduce
coach staffing. However, UPS will be responsible for all hours worked up to the agreed
ratio of 1:12 as planned in the Final Matrix.
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2.
    
    Invoices submitted by APAC shall be due and payable within fifteen (15) days of
receipt of the invoice.3.
    
    If UPS management has any questions or concerns regarding the accuracy of the
invoice, every effort will be made to resolve the issue(s) and make any adjustments
warranted within twenty-four (24) hours from the time UPS raises such questions or
concerns.4.
    
    If any items remain in dispute after twenty (24) hours, the reason for the
dispute will be documented by UPS in writing and the undisputed amount will be
processed for payment in accordance with Section 4.B.2 above.5.
    
    No subsequent weeks invoices will be delayed as a result of a dispute of a prior
weeks invoice.6.
    
    APAC will make every effort to complete research on any disputed amounts as
expeditiously as possible, but no later than ten (10) days after the written
explanation of the dispute is received. After any APAC research is complete, any
adjustments to an invoice will be made on the subsequent weeks invoice to be presented
to UPS.7.
    
    The UPS Site Manager and APAC Site Management, or their designees will use their
best efforts to resolve all disputed amounts within fifteen (15) days of the invoice date.
Any disputes remaining after such fifteen (15) days will be escalated to the parties
senior management for resolution.
 C.
    
    Costs and Expenses.Except as otherwise expressly provided in this Agreement and its
Attachment A, any and all costs and expenses incurred by APAC in its performance of the
Services shall not be reimbursed by UPS.D.
    
    Set-Off Rights.With respect to any amount that: (1) should be reimbursed to UPS or (2) is
otherwise owed or payable to UPS pursuant to this Agreement, UPS may upon written notice to
APAC deduct the entire amount owed to UPS against the charges or amounts otherwise payable or
expenses owed to APAC under this Agreement.
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E.
    
    Presently Unforeseen Events.In the event that during the term or additional term of the Agreement, APACs costs for hourly employee rates are increased pursuant to a collective bargaining agreement, UPS will not be responsible for any such increase and such increase will not be passed on to UPS. In the event that any presently unforeseen event, circumstance or condition or any combination thereof first
 occurring after the date of execution of this Agreement (i.e., a dramatic increase in health
care costs or a new employer near a Center which attempts to attract APACs employees at higher wage rates) that (i) is not occasioned by or resulting solely from the actions of APAC or any APAC employee; (ii) is expected to continue for a period exceeding six (6) months; and (iii) shall adversely increase the cost to APAC of performing Services at a Center by more than five percent (5%) of its prior provable costs (Adverse Event), APAC
 shall be entitled to request an adjustment to the Base Rate set forth in Attachment A by written notice delivered to UPS at least sixty (60) days prior to the proposed date of adjustment. To that end, APAC shall deliver with its request to UPS such documentation, detailed records, pricing and financial information and other data as shall verify the existence of such Adverse Event and APACs increased costs resulting
therefrom; provided, however, that such request shall in any event be subject to
 UPSs right to audit APACs submissions during the thirty (30) day period. In the event that UPS and APAC have not agreed to an adjusted Base Rate by the end of such thirty (30) day period, or such extension thereof as may be mutually agreeable, then, notwithstanding anything in this Agreement to the contrary, APAC may terminate its Services at such Center upon one hundred twenty (120) days prior written notice
which notice must be given no later than fifteen (15) days following such thirty
 (30) day period (as may be extended).
 Section 5
 Taxes
 A.
    
    Taxes Payable by UPS.Any use, excise, sales or privilege taxes, duties, value added taxes, fees, or assessments which may now or hereafter be levied on the Services, software, equipment, materials or other property
(tangible or intangible) provided under this Agreement, chargeable to or against APAC (provided that APAC is not responsible for these charges through its own omission(s) or negligence) by any applicable government authority, shall be passed through
 to and payable by UPS. APAC shall clearly identify the charges referenced herein on any invoice. Should APAC be required to pay or should APAC pay these taxes, fees, assessments or similar liabilities,
UPS shall promptly reimburse APAC for such payments upon receipt of an invoice from APAC. UPS shall also timely pay all use, excise, sales or privilege taxes, duties, value added taxes, fees, assessments or similar liabilities levied against it by any governmental authority for its role in the leasing,
ownership or operation of the Centers. Taxes chargeable against the income of APAC shall be paid by APAC and are not a chargeable item hereunder. APAC and UPS shall cooperate in the preparation and filing of any tax returns. Any penalties or interest associated with the failure of APAC to timely collect or pay any tax shall be the responsibility of APAC unless such failure was caused by UPSs direction or UPSs failure to pay taxes to APAC in accordance with this section.
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B.
    
    Employment-Related Taxes.APAC is responsible for the filing of any and all returns and reports
and the withholding and/or payment of all applicable federal, state, and local wage taxes, or
employment-related taxes, including, but not limited to, income taxes, gross receipt taxes, taxes
measured by gross income, social security taxes and unemployment taxes for APAC, APACs employees,
and any other agents or subcontractors employed by APAC to perform Services under this Agreement.
APAC shall reimburse UPS for any taxes not withheld or paid by APAC in accord with this paragraph, including reasonable attorneys fees, penalties and interest
UPS may incur due to APACs failure to make such withholdings or payments, and APAC shall
participate at APACs sole expense and at the request of UPS in UPSs defense of all such claims.C.
    
    Contest of Tax Issues.In its sole discretion and at its own expense, UPS has the right, either
before or after payment of any tax, to contest the validity or application of taxes described in
Section 5.A.1 that are submitted by APAC to UPS for payment. Upon the written request of UPS, APAC
shall fully cooperate with UPS in contesting or protesting the validity or application of any such
tax (including, but not limited to, permitting UPS to proceed in APACs name if required or permitted
by law, provided, in each case, that such contest does note involve, or can be separated from, the
contest of any tax or issues unrelated to transactions described in this Agreement). UPS shall also have the right to
participate in any contest conducted by APAC with respect to a tax or
other charge indemnifiable under this section, including without
limitation, the right to attend conferences with the taxing authority and the right to review
submissions to the taxing authority or any court to the extent such contest does not involve, or can
be separated from, the contest of any tax or issues unrelated to the transactions described in this
Agreement. In the event APAC shall receive a refund of all or any part of such tax which UPS has
paid and discharged, the amount of such refund shall promptly be remitted to UPS by APAC.D.
    
    Tax Credits.UPS shall be entitled to the benefit of any jobs tax credit, enterprise zone tax
credit, capital investment tax credit, or any other similar type of tax credit earned pursuant to
this Agreement for the one (1) Center originally stated in Section 3.A. herein that it chooses to
actively pursue. In the event the federal, state, or local law allowing for such tax credit
provides that APAC is the recipient of such tax credit, APAC shall pass on the tax credit benefit
to UPS in the form of a reduction in the amount of APACs invoice. Under this provision, APAC is
deemed to receive the benefit of the tax credit on the earlier of the due date of APACs return or
estimated payment following the determination of a credit amount. APACs next invoice will be
reduced by the amount of the credit. In the event that APAC discovers
or pursues additional tax or
related credits that UPS has not pursued, and is or shall be successful in obtaining such credit,
the Parties will discuss such credit or potential credit, and will determine an appropriate split
of credit revenues during the next available quarterly or annual review. Tax credit computations
and invoice reductions are subject to verification by UPS.
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Section 6
 Warranties
 A.
    
    APAC warrants to, UPS that (1) APAC shall use its best efforts to perform all Services
in a professional manner and in accordance with the Agreement and Attachments, or any other
applicable mutually agreed upon written specifications;
and (2) APAC has or will have agreements and/or acknowledgements in place with all
employees and subcontractors sufficient to enable APAC to comply with all provisions of
this Agreement.B.
    
    APAC further warrants that neither APAC proprietary software, nor that which it
creates to render Services hereunder shall infringe any United States copyright, patent,
trademark or any other third party intellectual property rights, unless such infringement is
caused solely by the combination, modification, enhancement or alteration by UPS or at UPSs
specific written instruction. In the event of an infringement claim, APAC may, at its option
and at its expense, either (1) defend such claim with competent
counsel of its choosing; (2)
procure the right to continue using such software to provide the Services; or (3) substitute
for such hardware or software, other hardware or software which performs the same functions
without any loss of speed or functionality that would otherwise cause either partys
non-compliance with this Agreement.C.
    
    UPS warrants that neither UPS proprietary hardware or software it supplies to
APAC to render Services hereunder, nor any modifications, enhancements,
alterations or combinations to third party hardware or software UPS performs or
performed, creates or created, or requires APAC to perform or create upon written
instructions, shall infringe upon any United States copyright, patent, trademark or any
other third party intellectual property rights unless such infringement is caused solely
by combination, modification, enhancement or alteration of such hard or software by APAC
without instruction from UPS. In the event of an infringement claim,
UPS may, at its option
and at its expense, either (1) defend such claim with competent counsel of its choosing;
(2) procure the right to continue using such hardware or software to provide the
Services; or (3) substitute for such hardware or software, other hardware or software
which performs the same functions without any loss of speed or functionality that would
otherwise cause either partys non-compliance with this Agreement.D.
    
    This Section shall survive termination or expiration of this Agreement.
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Section 7
 Indemnity
  Section 8
  Limitation of Liability
  Section
9   Insurance
 A.
    
    APAC Maintained Insurance.APAC shall, at its own cost and expense, obtain and maintain in
full force and effect, with sound and reputable insurers, during the term of this Agreement,
the following insurance coverages: (a) Workers Compensation insurance as required by law of
the state of hire; (b) Employers Liability Insurance with minimum limits of $1,000,000 of
liability, and not less than $1,000,000 aggregate limit of liability per policy year for
disease, including resulting death, not caused by accident; (c) A combination of Comprehensive
General Liability and Umbrella Policy Insurance against all hazards with a minimum limit of
liability for personal injury, including resulting death, on an occurrence basis of
$10,000,000 in the aggregate, and with a minimum limit of liability for property damage on an
occurrence basis of $10,000,000 in the aggregate; (d) A combination of Umbrella Policy
Insurance and Automobile Liability Insurance against liability arising from the maintenance or
use of all owned, non-owned and hired automobiles and trucks with a minimum limit of liability
for property damage of $5,000,000 per accident; (e) Fire Legal Liability Insurance of
$1,000,000 and (f) Crime Insurance, including at a minimum fidelity coverage, employee
dishonesty, robbery, theft, forgery, computer theft and fraud covered with a minimum of
$5,000,000 per loss. If not already provided, APAC shall provide UPS with certificates of
insurance evidencing the coverages required hereunder within ten (10) days after execution of
this Agreement. Each policy required hereunder shall name UPS, its affiliates, directors,
officers and
employees as additional insureds and shall provide that APAC shall endeavor to provide UPS with
thirty (30) days advance written notice in the event of a cancellation or material change in such
policy. In the event that any Service under this Agreement is to be
rendered by persons other than
APACs employees. APACs insurance shall cover such persons under the same terms and conditions.
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B.
    
    UPS Insurance. UPS shall maintain insurance in such amounts as may be commercially adequate for
all property damage and personal injury losses as may relate to
UPSs ownership, leasing, operation and maintenance of the
Centers. If not already provided, UPS shall provide APAC
with certificates of insurance evidencing the
coverages required hereunder within ten (10) days after
execution of this Agreement. Each policy
required hereunder shall name APAC as an additional insured and shall provide that APAC shall
receive thirty (30) days advance written notice in the event of a cancellation or material change
in such policy. In the event that any UPS obligation under this Agreement is to be rendered by
persons other than UPS employees (excluding all APAC employees), UPSs insurance shall cover such
persons under the same terms and conditions.
 Section 10
 Force
Majeure
 A.
    
    Occurrence of Force
Majeure.If either party to this Agreement shall be prevented,
hindered, or
delayed in the performance or observance of any of its obligations hereunder by reason of any
circumstance defined in this Section 10.A., and such delay could not have been prevented by
reasonable precautions and cannot reasonably be circumvented by the party through the use of
alternate sources, work-around plans, or other means, then such party shall be excused from any
further performance or observance of the obligation(s) so affected for as long as such
circumstances prevail and such party continues to use its best efforts to recommence performance or
observance whenever and to whatever extent possible without delay. APAC as the affected party
shall not have the right to any additional payments from UPS as a result of any force Majeure
occurrence, nor shall UPS as the affected party have the right to any additional material Services
from APAC not encompassed by this Agreement. Neither Party shall be liable to the other for failure
or delay in rendering performance arising out of the following causes. Acts of God or the public
enemy, terrorism, strikes, wars, fires, floods epidemics, quarantine, restrictions, or unusually
severe weather and similar events beyond the control of such party (an occurrence of a Force
Majeure).B.
    
    Process and Procedure for
a Force Majeure. Upon the occurrence of a Force Majeure, the
affected party shall immediately notify the other by telephone and confirm in writing within
forty-eight (48) hours of such call describing with specificity the details of such occurrence
and its expected effect on the obligations of the affected party
hereunder. If APAC is the
affected party and UPS is thus prevented from conducting a significant portion of UPSs normal
business operations at the Center for five (5) business days after notification, despite the
parties best efforts, then, at any time thereafter and until such time as APAC is able to resume
or so arrange for acceptable alternative performance, UPS may suspend
this Agreement at the Center and seek alternative performance until such time as APAC is able to
continue. Any such suspension by UPS shall be without
penalty or termination charges and shall be effective as of a date specified by UPS in a
written notice of suspension to APAC. If either party is unable to perform at the Center under
this Agreement due to force majeure cases for a period of sixty
(60) days then the other party
may terminate this Agreement in whole or in part as to the Center and such termination shall be
considered for the convenience and benefit of both parties.
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Section 11
  Confidentiality/Proprietary Information.
 A.
    
    Confidentiality
Agreements.Prior to performing Services on behalf of UPS, APAC and each APAC
employee assigned to perform work under this Agreement shall read,
understand, adhere to, and
sign an APAC Customer Services, Inc. Employee Nondisclosure Agreement attached as Attachment
D and an APAC Customer Services, Inc. Employee Statement of Understanding/Confidentiality
attached as Attachment E.B.
    
    Agreement to Keep Information Confidential. The Parties agree that any and all confidential
information and/or proprietary information relating to past, present and future activities,
products, services, business plans, business practices designated as confidential, or information
that by its nature is presumed to be confidential (Confidential Information) (including UPS
Customer lists, UPS card numbers, UPS Customer names, addresses and billing data, call detail
and/or financial information, information relating to UPS Customers or UPS Customer account
information, and/or databases, as well as other material specifically designated by UPS in
writing as confidential or proprietary) (UPS Confidential or Proprietary Information))
furnished or disclosed in the course of this Agreement, or disclosed during the effective
period(s) of other Nondisclosure Agreement(s) in effect between the
Parties, shall be and remain
UPS or APAC property, as the case may be. During the term of this Agreement and for two (2)
years thereafter, both Parties agree not to reveal, disclose,
divulge, sell, license, exchange,
lease or in any other way transfer the other Partys Confidential Information to any third
party. Neither Party shall use the other Partys Confidential Information for any purposes other
than the Services to be performed hereunder without prior express written permission of the
other Party and shall limit its copying of such Confidential Information to such purposes and
shall not disclose any such Confidential Information to anyone except its personnel to whom
such disclosure is necessary to carry out the purposes of this
Agreement. All such personnel
shall be appropriately notified that any such disclosure to them is made in confidence and shall
be held in confidence. In the event any such Confidential Information must be disclosed by a
Party to a third person for the purpose of allowing the Party to provide the Services
hereunder, the Party shall, prior to disclosure, obtain the other Partys written permission
and if permission is granted, shall obtain from the third person a written agreement regarding
the confidentiality and specific use of the
confidential Information, the terms of which shall be substantially identical to those
contained herein. Either Party shall forward a copy of such third persons nondisclosure
agreement to the other Party upon written request.
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C.
    
    Non-Confidential Information.The provisions of Paragraph 11.A. above shall not apply to
information that was previously known to the other Party, free of any obligation to keep it
confidential as evidenced by written records, or information that is or has been disclosed
in the public domain, through no fault of the other Party, by third persons who are under
no obligation of confidence to either UPS or APAC, or information independently developed
by the other Party or obtained by a third party. Any combination of Confidential
Information disclosed from UPS to APAC or APAC to UPS, shall not be deemed to be within the
foregoing exceptions merely because individual portions of such combinations are disclosed
or separately known in the public domain or known by the other Party. Either Party may
disclose Confidential Information if obligated by Court order or governmental process
after providing the other Party with prior notice that Confidential Information is being
sought by legal process.D.
    
    Injunctive Relief.Both Parties acknowledge that the Confidential Information under this
Agreement constitutes unique, valuable and special trade secret and business information of the
respective Parties, and that disclosure of such Confidential Information may cause irreparable
injury to UPS or APAC as the case may be. Accordingly, the Parties acknowledge and agree that
the remedy at law for any breach of the covenants contained in Paragraph 11.A. of this Agreement
may be inadequate, and in recognition, agree that the other Party shall, in addition, be
entitled to seek injunctive relief and reasonable attorneys fees and other court costs and
expenses, in the event of a breach.E.
    
    Disclosures Required By Law. Either Party may file copies of this Agreement with a
court or public agency, to the extent necessary to comply with applicable law or
regulation, including, without limitation, to comply with mandatory filing under the rules
and regulations of the Securities and Exchange Commission and to the extent necessary in
connection with review by lending institutions, subject to appropriate confidentiality
restrictions and subject to Section 13. The filing Party shall promptly notify the other
Party of such requirement.
 Section 12
 Miscellaneous Confidentiality Requirements
 A.
    
    Until the expiration or termination date of this Agreement, except as permitted by this
Section 12.A, APAC will not engage in the performance of services similar to the Services on
behalf of any parcel delivery company that is not, as of the execution hereof, a current client
or as to which APAC has a bid currently pending as of the execution date hereof, including but
not limited to Federal Express, Emery, United States Postal Service, or Airborne, unless it can
be demonstrated to UPS in its reasonable judgment acting in good faith that there is no
reasonable probability that its Proprietary Information can be used to benefit its competitors.
With respect to any bid currently pending or any services as to which UPS otherwise agrees that
APACs opportunity meets the standard set forth herein, APAC will enforce the Confidentiality and Firewall
terms set forth in Attachment B, as appropriately modified to fit the specific opportunity being addressed.
With respect to UPS, APAC will enforce the Confidentiality and Firewall Terms set forth in Attachment B.
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B.
    
    Unless the written consent of UPS shall first be obtained, or unless otherwise required by
applicable securities laws, at which time, APAC shall use its best efforts to provide UPS with
an opportunity to review and provide comment on disclosures required by applicable securities
laws, as determined by APAC as such disclosures pertain to UPS, APAC shall not at any time, notwithstanding the expiration of the term or the termination of this Agreement,
in any manner advertise or publish or release for publication any statement mentioning UPS or
the fact that APAC is furnishing or has furnished or agreed to furnish Services to UPS. The
provisions of this Section 12.B. shall survive the termination or expiration of this Agreement.
 Section 13
 Laws and Regulations
 A.
    
    Compliance with Law.Each of the Parties will perform its obligations under this
Agreement in compliance with all applicable laws, ordinances and regulations and will
obtain and maintain in full force and effect, any permits, licenses, consents, approvals
and authorizations necessary for the performance of its obligations hereunder.B.
    
    APAC Requirements.Except as may be otherwise provided in this Agreement, APAC agrees
that it will comply with all laws and regulations applicable to APACs employees and
telemarketing, including but not limited to the Fair Labor Standards Act, Title VII of the
Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the
Rehabilitation Act of 1973, the Immigration Reform and Control Act of 1986, the Americans
with Disabilities Act of 1990, the Occupational Safety and Health Act (OSHA), the
affirmative action responsibilities to comply with the office of Federal Contract
Compliance Program (OFCCP) Guidelines and such other federal, state, and local employment
laws which may be enacted during the life of this Agreement and/or are in effect or
hereinafter enacted dealing with APACs workforce. In performing Services and without
limiting the generality of the foregoing, APAC shall also comply with any and all rules
and regulations promulgated pursuant to the Telemarketing and Consumer Fraud Prevention Act
of 1994.C.
    
    Subcontract Flowdown. APAC agrees to comply with the following Federal
Acquisition Regulation (FAR) clauses, to the extent that they are applicable, which are
incorporated in this Agreement by reference to implement provisions of United States laws
or Executive Orders.
 1.
    
    FAR clauses applicable to all contracts:
 (1)
    
    48 C.F.R § 52.222-26, Equal Opportunity
(E.O. 11246);(2)
    
    48 C.F.R. § 52.222-35, Affirmative Action
for Disabled and Vietnam Era Veterans (38 U.S.C. §4212(a)); and(3)
    
    48 C.F.R. § 52.222-36, Affirmative Action for Workers with Disabilities
(29 U.S.C. §793).
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2.
    
    Not withstanding any other clause of this Agreement, APAC is not required to include any
FAR provision or clause, other than those listed in (a) above,
to the extent they are applicable (and as may be required by an addenda to this paragraph
to establish the reasonableness of prices under FAR Part 15), in a subcontract at any tier
for commercial items or commercial components. Commercial item, as used in this clause, has
the meaning contained in the clause at 48 C.F.R. §52.202-1, Definitions.3.
    
    FAR clauses applicable to certain contracts as specified in each clause:
 (1)
    
    48 C.F.R. § 52.203-6, Restrictions on Subcontractor Sales to the Government, as
amended by Alternate I (41 U.S.C. § 253(g) and 10 U.S.C. § 2402);(2)
    
    48 C.F.R. § 52.219-8, Utilization Of Small Business Concerns And Small
Disadvantaged Business Concerns (15 U.S.C. § 637(d)(2) And (3);(3)
    
    48 C.F.R. § 52.219-9, Small Business Subcontracting Plan (15 U.S.C. § 637(d)(4));(4)
    
    48 C.F.R. §52.222-37, Employment Reports on Disabled
Veterans and Veterans of the
Vietnam Era (38 U.S.C. § 4212); and(5)
    
    48 C.F.R. § 52.222-41, Service Contract Act of 1965, as Amended (41 U.S.C. § 351, et. Seq.).
 4.
    
    APAC shall include the terms of this clause, including this Section 13.C., in
subcontracts awarded under this Agreement.
 D.
    
    UPS Requirements.UPS will be responsible for the cost of implementing all necessary Americans
With Disabilities Act (ADA) reasonable accommodations to facilities. Regarding equipment, UPS will be responsible for providing all equipment necessary to comply with
the ADA up to an aggregate value of five thousand dollars ($5,000.00) per Center.E.
    
    Controlling Law.This Agreement shall be construed in accordance with the laws of the State
of Georgia.
 Section 14
 Property and Proprietary Rights
 A.
    
    Ownership of Data.As between APAC and UPS, UPS will own exclusively all data collected as a
direct result of the performance of services under this Agreement. APAC will keep such data
confidential pursuant to the confidentiality provisions of this Agreement. APAC will maintain
safeguards against the destruction, loss or alteration of UPS data in the possession of APAC
that are no less rigorous than those maintained by APAC for its own information of a similar
nature.
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B.
    
    Limited Use of Marks.Each Party warrants and represents that it has full right title marks
(Marks) which it provides to the other Party, if any, for use and interest in and to all
trade names, trademarks, service marks, symbols and other proprietary related to the Project and
the Services, and that any Marks provided by a Party will not infringe the marks of any third
party. During the Term of this Agreement, the providing Party grants to the other Party the
non-exclusive right to reasonably utilize the Marks in connection with the obligations of the
Parties hereunder, including, but not limited to, internally on banners (e.g., to identify UPSs
facility, if applicable), poster (e.g., for internal promotions), in APAC newsletters,
closed-circuit television and training. In this regard, each Party will use the other Partys
Marks only for authorized purposes, only to the extent authorized, and only in the authorized
manner, in connection with the Services under this Agreement. In order to ensure proper use,
the providing Party will provide to the receiving Party, upon request, camera ready art, beta
quality video and/or digital tiff, eps or bitmap file of the providing Partys Marks, if
appropriate.C.
    
    Miscellaneous Intellectual Property Rights.Each Party will retain all rights in any software,
ideas, concepts, know-how, processes, development tools, techniques or any other proprietary
material or information that it owned or developed prior to the date of this Agreement, or
acquired or developed after the date of this Agreement without use or incorporation of the
intellectual property of the other Party. Subject to any third party rights or restrictions
and the other provisions of this Section 14, UPS will own any deliverables that are specified
in the Agreement and/or its Attachment A that (i) are custom developed specifically for UPS
and delivered by APAC under this Agreement and (ii) are paid for by UPS. Notwithstanding
anything to the contrary in this Agreement, APAC (i) will retain all right, title and interest
in and to all proprietary systems and solutions (however modified for use for the Project),
software development tools, know-how, methodologies, processes, technologies or algorithms
used in performing the Services which are based on trade secrets or proprietary information of
APAC or are otherwise owned or  licensed by APAC (collectively, tools), (ii) subject to its
confidentiality and non-infringement obligations under this Agreement, and insofar as APAC is
in the business of creating innovations in its industry, will be free to use any ideas,
concepts, know-how and other intangible intellectual property which are developed or created
in the course of performing the Services and may be retained by APACs employees in intangible
form and (iii) will retain ownership of any APAC-owned software or tools that are used in
producing any deliverables and become embedded in such deliverables. Nothing will impair
APACs ability to acquire, license, market, distribute for itself or others or have others
develop for it similar deliverables performing the same or similar functions as the
deliverables contemplated by this Agreement and/or its Attachment A.
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Section 15
 Fraud Procedures.
 A.
    
    APAC Requirements.APAC shall use reasonable efforts to take the following measures to
help minimize fraud:
 1.
    
    Destroy all CSR notes used at the Centers periodically as directed by
UPS;
 2.
    
    Give UPS reasonable and appropriate assistance in the investigation of
fraud by an APAC employee and bear the investigation, restitution, and recovery
costs involved in any proven cases of fraud;
 3.
    
    APAC is responsible for reviewing and obtaining a signed Integrity
form (See Attachment C) from each employee.
 4.
    
    Make reasonable efforts to establish and implement a standard operating
procedure for maintaining a paperless environment absent exigent circumstances;
and
 5.
    
    Establish and implement a standard operating procedure to control the
recordation of customer authorization codes in any media except as jointly agreed
upon by UPS and APAC to support the delivery of Services and absent exigent
circumstances.
 B.
    
    Periodic Reviews.APAC shall allow UPS to make periodic reviews of APACs fraud
procedures, as such procedures relate to fraud control hereunder.
 Section 16
 Events of Default
 A.
    
    Failure to Pay Amounts When Due.Subject to the notice and cure provisions provided in
this clause, UPSs failure to pay undisputed amounts when due under the terms and
conditions of this Agreement shall constitute an Event of Default. In the event that UPS
fails to make any payment which constitutes an Event of Default, APAC shall give UPS
written notice thereof. UPS shall then have fifteen (15) days to cure such breach.
 B.
    
    Failure of a Party to Perform Its Material Obligations.Subject to the notice and cure
provisions provided herein, a Partys failure to perform any material obligation under the
Agreement shall constitute an Event of Default. In the event that a Party has failed to
perform any of its material obligations under the Agreement and has failed to remedy the
same following thirty (30) days after receipt of written notice thereof; the nonbreaching
party may terminate immediately; provided that if, such default cannot practicably be cured
within such thirty (30) day period and is susceptible to a cure, then the defaulting Party
will not be considered in default if it commences to cure within the initial thirty
(30) day period and in good faith diligently and continuously proceeds to cure the default.
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C.
    
    Bankruptcy and Similar Proceedings.The commencement of any involuntary proceeding in
bankruptcy or insolvency under federal or state law or the appointment of a receiver or an
assignee for the benefit of creditors for a substantial portion of a Partys assets which
is not dismissed or terminated within ninety (90) days after its initiation; or the
commencement of any voluntary proceeding in bankruptcy or insolvency under federal or state
law shall be an Event of Default.
 Section 17
 Term and Termination
 A.
    
    Term of Agreement.The initial term of this Agreement will commence upon the Effective
Date October 28, 2002 and will continue until September 30, 2005 (the Term) unless
terminated earlier pursuant to the provisions of this Agreement. Thereafter, this Agreement
will be renewed for additional one year terms unless one Party gives the other Party at
least one hundred eighty (180) days written notice of intention to terminate prior to the
end of the current term.
 B.
    
    Termination Upon Event of Default.If either Partys actions constitute an Event of
Default within the meaning of Section 16, then the other Party may, by giving written
notice of such default to such Party, terminate this Agreement as of the date specified in
such Event of Default notice of termination.
 C.
    
    Termination by UPS.UPS may terminate this Agreement with or without cause by giving
APAC written notice at least one hundred and eighty (180) days prior the effective
termination date subject to the following provisions:
 (a)
    
    Termination for convenience could be executed
by UPS no sooner than one (1) year from the commencement of the Term.(b)
    
    New employees would be impacted immediately
upon notification and all new hiring stopped. Ramp down could be
accomplished in sections, workgroups, etc. or on a non-categorical
basis. For example, PI ramped down in sections by workgroups, i.e.
damage notifiers first, then claims agents, etc.(c)
    
    In no event shall any ramp-down violate any
state or federal employment laws or cause the payment of any state or
federally mandated penalties relating to the termination of APAC
personnel (e.g., WARN Act penalties).(d)
    
    APAC acknowledges and agrees that this may
necessitate the need to have two vendors working together in same site
as one-vendor ramps down and another ramps up.
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(e)
    
    In addition, in the event of a Termination for any reason APAC agrees to pay UPS or its
designee an amount equal to all the following Entitlements (defined as vacation, sick, optional days
and holiday pay) for all CSRs employed in the Newport News, Virginia center who have been
terminated by APAC on the date of Termination and who have been hired
on the date of Termination by UPS or its designee. For purposes of this agreement accrual is
defined in the examples that follow:
 
    
    Example 1: Employee A begins employment on October 4th of current year, they will have accrued
11/12 of their vacation, optional, sick, and holiday entitlement by September of the next year,
i.e., if the vacation earned after 1 year would have been 2 weeks then the accrual would be defined
as 11/12 of 2 weeks vacation.
    
    Example 2: Employee B has been employed for 4 years and 10 months when vendors change. Therefore,
employee B has accrued 10/12 of their vacation that they would be eligible upon their 5th year of employment,
i.e. 10/12 of 3 weeks vacation (15 paid days) or 12 accrued days of vacation.
 D.
    
    Termination by APAC. APAC  may terminate this Agreement by giving UPS written notice at least
twelve (12) months written notice prior the effective termination date subject to the following
provisions:APAC will provide the Services pursuant to the terms
provided in this Agreement through the end of
the notice period. UPS agrees to provide to APAC, prior the last six (6) months of the notice
period, a ramp-down plan to be executed during the remaining six (6) months that enables UPS to
effectively reasonably transition volumes and the Services prior to the end of the notice period and avoids the imposition of employment-related WARN Act and similar
penalties.E.
    
    Termination for Changed Laws.Either party shall have the right to terminate this Agreement,
without liability to the other, in the event of judicial, regulatory or legislative change
rendering performance of this Agreement impossible or illegal. Each party shall provide the other
with written notice of such termination as promptly as possible, but in no event less than sixty
(60) days prior to the termination date; provided that in such event, the parties will use best
efforts, within the parameters of the applicable laws.
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Section 18  Post-Termination
 A.
    
    Termination Assistance. Commencing upon any notice of termination by either party pursuant to
above Sections hereof or upon expiration of this Agreement, APAC will provide to UPS or its
designee any and all termination assistance reasonably requested by UPS to allow the Services to
continue without interruption or adverse effect and to facilitate the orderly transfer of
responsibility for the
Services to UPS or its designee (Termination Assistance), APAC and UPS shall work together to
develop any and all transition plans, which may include ramp-downs by work group or sections.
Should termination be initiated by APAC, UPS acknowledges and agrees that APACs requirement to
provide Termination Assistance will be contingent upon UPSs payment for Services and for
Termination Assistance prior to and during the transition period. If and to the extent that such
assistance is provided prior to the termination date, APAC will provide termination assistance at
the Base Rate. If and to the extent that such assistance is provided after the termination date or
otherwise requires resources in addition to those resources then being regularly utilized in the
performance of the Services, UPS will pay APAC for such assistance on a time and materials basis
at negotiated rates therefor or on any other mutually acceptable basis.
The Termination Assistance to be provided to UPS by APAC shall include, without limitation, the
following:
 1.
    
    Continuing to perform, for a reasonable period following the termination date not to exceed six
(6) months without the mutual agreement of the parties, any or all of the Services then being
performed by APAC.2.
    
    Developing, with the assistance of UPS, a plan for the transition of operations from APAC to UPS
or its designee.3.
    
    Providing training for personnel of UPS and its designee in the performance of the operations
then being transitioned to UPS or its designee.4.
    
    Entering into licensing arrangements with UPS or its designee, for any application software and
processes (including all updates, enhancements, improvements and modifications thereto) then being
utilized by APAC in performing the Services, together with such other operating Software as is
necessary to operate such application software and related documentation, data base management
systems, date and technical information. Any license granted to UPS pursuant to this Section, at a
minimum, (i) will contain terms and conditions that are reasonably satisfactory to APAC; (ii) will
contain license fees agreed upon as reasonable by a mutually selected third party under
confidentiality restrictions reasonably satisfactory to APAC; (iii) will provide to UPS the right to use the
software to process UPSs own internal work (including work required to support the provision of
this CSR product and services to outsource companies); and (iv) will give UPS the right to
sublicense to third parties for the performance thereof so long as each third party having access
to the software provides to APAC written assurances in a form and substance reasonably satisfactory
to APAC, that such third party will maintain at all times the confidentiality of the software and
will not use the software for any purpose other than the limited purpose of processing the internal
work of UPS. Notwithstanding anything herein to the contrary, APAC will be excused from granting the
above described licenses to UPS in the event that APAC terminates this Agreement for cause as
provided herein.
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5.
    
    Making available to UPS or its designee, pursuant to mutually acceptable terms and
conditions, any equipment owned or leased by APAC that APAC is required to provide under this
Agreement. UPS or its designee may purchase any such equipment owned by APAC at APACs then
current book value and may assume APACs rights and obligations with respect to any such
equipment leased by APAC, but in no event less than any remaining outstanding loan on the
equipment.6.
    
    Making available to UPS or its designee, pursuant to mutually acceptable terms and
conditions, any third party services then being utilized by APAC in the performance of the
Services.
 B.
    
    Post-Termination Confidentiality Assurances.Prior to providing any of the foregoing
termination assistance to UPS or its designee, APAC shall be entitled to receive from any
designee of UPS, in form and substance reasonably acceptable to APAC, written assurances that
(i) such designee will maintain at all times the confidentiality of any APAC proprietary
information, software or materials disclosed or provided to, or learned by such designee in
connection therewith, and (ii) such designee will use such information, software or materials
exclusively for purposes for which UPS is authorized to use such information, software or
materials pursuant to this Agreement. This provision shall survive termination or expiration
of this Agreement.C.
    
    Post-Termination Invoice and Payment. Upon receipt of a notice of termination specified in
Section 17, APAC shall submit to UPS APACs invoice for amounts due in accordance with Section
4 hereof within two (2) months of the effective date of termination. Failure to submit such an
invoice within the time allowed shall relieve UPS from paying any amount beyond that which UPS
may verify from its records as due and payable and such determination shall be final. Payments
of all amounts due shall be effected in accordance with Section 4.
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Section 19  Notices
  Section 20  General Provisions
 A.
    
    Entire Agreement.This Agreement sets forth the entire understanding of the parties hereto and
supersedes all prior oral and written agreements between the parties relative to the subject matter
hereof and merges all prior and contemporaneous discussions between them. Neither party shall be
bound by any condition, representation, warranty, covenant or provision other than as expressly
stated in or contemplated by this Agreement unless hereafter set forth in a written instrument
executed by such party. The parties to this Agreement may, by mutual written consent executed by
them, amend, modify or supplement this Agreement.B.
    
    No Waiver.The terms, covenants, representations and warranties of this Agreement may be waived
only by a written instrument executed by the party waiving compliance. The failure of either party
at any time to require performance of any provision hereof shall, in no manner, affect the right at
a later date to enforce the same. No waiver by either party of any breach of any term, covenant,
representation or warranty contained in this Agreement, whether by conduct or otherwise, in any one
or more instances, shall be deemed to be or construed as a further or continuing waiver of any such
breach or the breach of any other term, covenant, representation or warranty of this Agreement.C.
    
    Assignment.This Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. The duties and obligations under this Agreement may
not be assigned or delegated by either party without the written consent thereto of the other
party, except that UPS may assign this Agreement to one of its Affiliated Companies. APAC may not
assign any of its rights or delegate any of its duties pursuant to this Agreement without the prior
written consent of UPS and any attempted assignment without such consent shall be void. Any
assignment in contradiction of this clause shall be void.
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D.
    
    Severability.In the event that any one or more of the provisions contained in this
agreement shall for any reason be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any other
provision of this Agreement, but this agreement shall be construed as if such invalid,
illegal or unenforceable provision had never been contained herein. Further, in the event
that any provision of this Agreement shall be held to be invalid, illegal or unenforceable
by virtue of its scope or period of time, but may be made enforceable by a limitation
thereof, such provision shall be deemed to be amended to the minimum extent necessary to
render it valid, legal and enforceable.E.
    
    Survival.Any terms hereunder that, by their very nature, would survive the termination
or expiration of this Agreement shall so survive.
  APAC CUSTOMER SERVICES, INC.
    
    
    
    UNITED PARCEL SERVICE
OASIS SUPPLY CORPORATIONBy:
    
    /s/ Theodore G. Schwartz
    
    
    
    By:
    
    /s/ Betty SchmidtIts:
    
    C.E.O.
    
    
    
    Its:
    
    V.P. Corporate Customer Service
Centers
  26