##### 



Confidential Treatment Requested.
Confidential portions of this document have been redacted
and have been separately filed with the Commission.
 CONTACT CENTER SERVICES
STATEMENT OF WORK
(*** TELESALES)
 Expedia PeopleSupport Agreement
 1.
    
    Services
  1.1
    
    *** Telesales.1.1.1
    
    
    Service Description·
    
    Provide accurate information to customers regarding travel options
and availabilities, with the ultimate goal of selling travel to create
a superior experience for the customer.1.1.2
    
    
    Service Location·
    
    ***·
    
    ***1.1.3
    
    
    Agent Responsibilities *** Telesales·
    
    *** calls for associated travel partners from customers
interested in purchasing/researching travel by following standard
scripts and procedures.·
    
    Greet and converse with customers in a courteous, friendly and
professional manner.·
    
    Effectively turn customer inquiries into sales.·
    
    Utilize appropriate selling techniques to meet revenue and close rate goals.·
    
    Research travel rates, destinations, options and packages for customers.·
    
    Read legal scripts verbatim while maintaining sales and quality standards.·
    
    Accurately answer general travel and site related questions.·
    
    Provide information, suggestions and options in a manner that is
accurate, effectively meets the needs of our customers, and entices
them to purchase.·
    
    Accurately track and report call types and service issues.·
    
    Promote and sell the companys products or services.·
    
    Solicit sale of new or additional services.·
    
    Process calls to achieve or exceed the established daily metric,
while maintaining an average talk time consistent with current business
needs.·
    
    Meet or exceed quality standards.1.1.4
    
    
    Basic Training*** Telesales / Customer Service Basic Training (as defined in Exhibit C) will be ***
 1


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##### 



1.1.5
    
    
    Advanced and Specialized Training*** Telesales / Customer Service Advanced and Specialized Training
(as defined in Exhibit C) will be ***.
 Hours of Operation Hours of Operation
 2.      Pricing and Payment Terms
 Definition of Productive Hour Productive Hour
 Gainsharing
 Miscellaneous Charges.
 Payment Terms
 Pricing
 Total Monthly CallVolume
    
    
    Price per Productive Hour***
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    
    
    
    ***
 2


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---



##### 



*** *** *** *** ***.
 3. Quality and Performance Standards
 Performance Standards Performance Standards
 Calls  Telesales and Customer Service
 Metric
    
    
    Definition
    
    
    Minimum RequirementReal-Time Adherence
    
    
    [(Sign in Time / Scheduled Time)* 100] as
measured in *** increments as
specified by the Firm Forecast
    
    
    ***Average 
Handling Time (AHT)
    
    
    Average call time, comprising hold time, talk
time, and wrap-up time.
    
    

***
minutes and *** seconds (maximum
average duration)Contact Quality
    
    
    Average score or rating of sampled calls based
upon evaluation criteria scored by the Expedia
QA team.
    
    
    ***Customer 
Satisfaction (CSAT)
    
    
    Average score or rating of sampled calls based
upon customer service index on the CSAT
survey.
    
    
    ***Sales Close 
Rate
    
    
    Percent of Telesales calls resulting in a sale.
    
    
    *** for ***; *** for *** only
 For all items in the table above indicated as To Be Determined (TBD) the Parties will
establish Performance Standards based on a combination of historical data and strategic
objectives. In the event that Expedias strategic objectives are materially higher than
historical performance and are reasonably achievable, PeopleSupport will establish an action
plan to achieve the new standards. During such time but not exceeding *** ,
PeopleSupport will be relieved of meeting the new Performance Standards; provided however,
that if the proposed action plan to achieve the new standards calls for additional resources
and Expedia does not timely approve the additional resources, then the period during which
PeopleSupport is relieved of meeting the new Performance Standards will be extended to
compensate for any delays caused by such untimely approval.
 Contact Center Operations
 Metric
    
    
    Definition
    
    
    Minimum RequirementContact Center
Availability
    
    
    Percent daily
availability of contact
center systems required
for agents to perform
the
    
    
    3 ***
 3


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---



##### 



Metric
    
    
    Definition
    
    
    Minimum RequirementServices (e.g.,
network, telephony
equipment, software,
etc.) The Contact
Center Availability
Performance Standard
shall only apply to
systems, applications
and connectivity
directly controlled by
PeopleSupport and shall
not include those
systems, applications
and connectivity
controlled by Expedia.
 Performance Standard Modifications and Change Management
 Service Performance Measurement Goals during Ramp Up Period Ramp Up
Period
 4. Forecasting and Scheduling.
 Firm Forecasts, Preliminary Projections and Advisory Estimates
 (a)
    
    Firm forecast of the number of Productive Hours PeopleSupport is required to
staff for the month *** days after (the Firm Forecast);(b)
    
    A non-binding advisory estimate of anticipated number of Productive Hours
Expedia believes it will require from PeopleSupport for at least the *** following the
Firm Forecast (the Preliminary Projection).
 Example
 4


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##### 



Assumptions Underlying Forecasts Supporting
Assumptions
 Review of Preliminary Projections
  Volume Fluctuations
 Staffing
 Firm Forecast Exceeds Preliminary Projection
 Example
 Interim Adjustment for Failure to Meet Performance Standards Interim Adjustment
 5


Confidential material redacted and filed separately with the Commission.




---



##### 



Example
 Actual Hours Exceed Firm Forecast
 Under-Staffing
 Example
 Mitigation
 (a)
    
    Leverage combined volumes from other Services provided by PeopleSupport to
Expedia to smooth impacts of volume variances wherever possible;(b)
    
    Utilization of shared resources with other clients requiring a similar skill
level of employee (but which are not Expedia Competitors);(c)
    
    Offer reduced hours or early leave when volume does not materialize; and(d)
    
    Mitigation of excess resources on hand by utilizing a skilled workforce
management forecaster and scheduler.
 6


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---



##### 



Firm Forecast and Payment
 Illustration Appendix 1 Section 4 Section 4 Section 4
 5.      Contact Center Implementation
 Implementation Plan
 Training Plan
 Process Changes
 Escalation Process
 6.      Developed Work.
     7


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---



##### 



EXPEDIA, INC.
 By:
    
    /s/ Angela Blackburn
 Title:
    
    SVP Business Ops
 Date:
    
    September 29, 2006
 PEOPLESUPPORT (PHILIPPINES), INC.
 By:
    
    /s/ Caroline Rook
 Title:
    
    Authorized Signatory
 Date:
    
    September 29, 2006
   8




---



##### 



APPENDIX 1
TO CONTACT CENTER STATEMENT OF WORK  Illustration of Forecasting and Scheduling Process
  9


Confidential material redacted and filed separately with the Commission.




---



##### 



Confidential Treatment Requested.
Confidential portions of this document have been redacted
and have been separately filed with the Commission.
 CONTACT CENTER SERVICES
STATEMENT OF WORK
( *** CUSTOMER SERVICE)
 Expedia PeopleSupport Agreement
 1.      Services
  1.1
    
    *** Customer Service.1.1.1
    
    
    Service Description·
    
    Respond to general inquiries and travel-related questions from
customers, as well as assist them with existing itineraries and provide
them policy and procedural information.1.1.2
    
    
    Service Location·
    
    ***·
    
    ***1.1.3
    
    
    Agent Responsibilities  *** Customer Service·
    
    Correctly answer general travel and site related questions in a
courteous, friendly and professional manner for *** customers.·
    
    Use resources to effectively handle customer service issues in a timely manner.·
    
    Effectively resolve customer concerns while balancing the needs of Expedia.·
    
    Recognize and work to effectively solve exceptional customer
situations, and learn, retain, interpret and apply policy as
appropriate.·
    
    Resolve escalated customer service issues using the principles of
Customer Experience Management (CEM).·
    
    Accurately track and report call types and service issues.·
    
    Maintain or exceed acceptable quality scores on all calls.·
    
    Effectively and respectfully probe and understand the requirements
or problems of the customer.·
    
    Provide valid solutions to the customer and provide any additional
customer service/education as needed.·
    
    Maintain, at a minimum, basic knowledge of products, pricing
promotions, procedures and other important issues through management
communications, meetings, customer focus groups and formal training.·
    
    Offer additional services as indicated by Expedia.·
    
    Achieve customer care metrics as established by Expedia.1.1.4
    
    
    Basic Training
 1


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##### 



*** Customer Service Basic Training (as defined in Exhibit C) will be ***1.1.5
    
    
    Advanced and Specialized Training*** Customer Service Advanced and Specialized Training (as defined
in Exhibit C) will be *** .
 Hours of Operation Hours of
Operation
 2.      Pricing and Payment Terms
 Definition of Productive Hour Productive Hour
 Gainsharing
 Miscellaneous Charges.
 Payment Terms
 Pricing
 Total MonthlyCall Volume
    
    
    Price per Productive Hour***
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ***
 2


Confidential material redacted and filed separately with the Commission.




---



##### 



***
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ***
  3.      Quality and Performance Standards
 Performance Standards Performance Standards
 Calls Customer Service
 Metric
    
    
    Definition
    
    
    Minimum RequirementReal-Time Adherence
(RTA)
    
    
    [(Sign in Time /Scheduled
Time)* 100]
as measured in
*** increments as
specified by the Firm
Forecast
    
    
    ***Average Handling 
Time (AHT)
    
    
    Average call time,
comprising hold time,
talk time, and
wrap-up time.
    
    
    *** minutes
(maximum average
duration)Contact Quality
    
    
    Average score or
rating of sampled
calls based upon
evaluation criteria
scored by the Expedia
QA team.
    
    
    ***Customer 
Satisfaction
    
    
    Average score or
rating of sampled
calls based upon
customer service
index on the CSAT
survey.
    
    
    ***
 Contact Center Operations
 Metric
    
    
    Definition
    
    
    Minimum RequirementContact Center
Availability
    
    
    Percent daily
availability of contact
center systems required
for agents to perform
the Services (e.g.,
network, telephony
equipment, software,
etc.). The Contact
Center Availability
Performance Standard
shall only apply to
systems, applications
and connectivity
directly
    
    
    3 ***
 3


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---



##### 



Metric
    
    
    Definition
    
    
    Minimum Requirementcontrolled by
PeopleSupport and shall
not include those
systems, applications
and connectivity
controlled by Expedia.
 Performance Standard Modifications and Change Management
 Service Performance Measurement Goals during Ramp Up Period SPM Goal(s) Ramp Up
Period
  Total SPM Points
    
    
    Bonus/Credit Amount*** SPM Points
    
    
    *** to PeopleSupport*** SPM Points
    
    
    *** to PeopleSupport*** SPM Points
    
    
    ****** SPM Points
    
    
    ****** SPM Points
    
    
    *** to Expedia
 Real Time AdherenceScore %
    
    
    SPM Points***
    
    
    ***
 4


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---



##### 



***
    
    
    ******
    
    
    ******
    
    
    ******
    
    
    ******
    
    
    ******
    
    
    ***
 Top Box (as measuredby a CustomerSatisfaction Survey)Score %
    
    
    SPM Points***
    
    
    ******
    
    
    ******
    
    
    ******
    
    
    ******
    
    
    ******
    
    
    ******
    
    
    ******
    
    
    ***
 Issue ResolutionScore %
    
    
    SPM Points***
    
    
    ******
    
    
    ******
    
    
    ******
    
    
    ******
    
    
    ******
    
    
    ******
    
    
    ***
 Job KnowledgeScore %
    
    
    SPM Points***
    
    
    ******
    
    
    ******
    
    
    ******
    
    
    ******
    
    
    ******
    
    
    ***
 5


Confidential material redacted and filed separately with the Commission.




---



##### 



Customer ServiceScore %
    
    
    SPM Points***
    
    
    ******
    
    
    ******
    
    
    ******
    
    
    ******
    
    
    ******
    
    
    ******
    
    
    ***
 ExpeRT UtilizationScore %
    
    
    SPM Points***
    
    
    ******
    
    
    ******
    
    
    ******
    
    
    ******
    
    
    ******
    
    
    ******
    
    
    ***
 4.      Forecasting and Scheduling.
 Firm Forecasts, Preliminary Projections and Advisory Estimates
 (a)
    
    Firm forecast of the number of Productive Hours PeopleSupport is required to
staff for the month *** days after (the Firm Forecast);(b)
    
    A non-binding advisory estimate of anticipated number of Productive Hours
Expedia believes it will require from PeopleSupport for at least the ***
following the Firm Forecast (the Preliminary Projection).
 Example
 Assumptions Underlying Forecasts Supporting Assumptions
 6


Confidential material redacted and filed separately with the Commission.




---



##### 



Review of Preliminary Projections
 Example.
 Volume Fluctuations
 Staffing
 Firm Forecast Exceeds Preliminary Projection
 Example
 Interim Adjustment for Failure to Meet Performance Standards Interim Adjustment
 7


Confidential material redacted and filed separately with the Commission.




---



##### 



Example
 Actual Hours Exceed Firm Forecast
 Under-Staffing
 Example
 Mitigation
 (a)
    
    Leverage combined volumes from other Services provided by PeopleSupport to
Expedia to smooth impacts of volume variances wherever possible;(b)
    
    Utilization of shared resources with other clients requiring a similar skill
level of employee (but which are not Expedia Competitors);(c)
    
    Offer reduced hours or early leave when volume does not materialize; and(d)
    
    Mitigation of excess resources on hand by utilizing a skilled workforce
management forecaster and scheduler.
 Firm Forecast and Payment
 8


Confidential material redacted and filed separately with the Commission.




---



##### 



Illustration Appendix 1 Section 4 Section 4 Section 4
 5.      Contact Center Implementation
 Implementation Plan
 Training Plan
 Process Changes
 Escalation Process
 6.      Developed Work.
     EXPEDIA, INC.
 By:
    
    /s/ Angela Blackburn
 Title:
    
    SVP Business Ops
 Date:
    
    September 25, 2006
 PEOPLESUPPORT (PHILIPPINES), INC.
 By:
    
    /s/ Caroline Rook
 Title:
    
    Authorized Signatory
 Date:
    
    September 29, 2006
   9


Confidential material redacted and filed separately with the Commission.




---



##### 



APPENDIX 1
TO CONTACT CENTER STATEMENT OF WORK  Illustration of Forecasting and Scheduling Process
  10


Confidential material redacted and filed separately with the Commission.




---



##### 



Confidential Treatment Requested.
Confidential portions of this document have been redacted
and have been separately filed with the Commission.
 CONTACT CENTER SERVICES
STATEMENT OF WORK
( *** TELESALES / CUSTOMER SERVICE)
 Expedia PeopleSupport Agreement
 1.      Services
  1.1
    
    *** Telesales / Customer Service.1.1.1
    
    
    Service Description
    
    Provide accurate information to customers regarding travel options
and availabilities, with the ultimate goal of selling travel to create
a superior experience for the customer.1.1.2
    
    
    Service Location
    
    ***
    
    ***1.1.3
    
    
    Agent Responsibilities  *** Telesales / Customer Service
    
    *** calls for associated travel partners from customers
interested in purchasing/researching travel by following standard
scripts and procedures.
    
    Greet and converse with customers in a courteous, friendly and
professional manner.
    
    Effectively turn customer inquiries into sales.
    
    Utilize appropriate selling techniques to meet revenue and close rate goals.
    
    Research travel rates, destinations, options and packages for customers.
    
    Read legal scripts verbatim while maintaining sales and quality standards.
    
    Accurately answer general travel and site related questions.
    
    Provide information, suggestions and options in a manner that is
accurate, effectively meets the needs of our customers, and entices
them to purchase.
    
    Accurately track and report call types and service issues.
    
    Promote and sell the companys products or services.
    
    Solicit sale of new or additional services.
    
    Process calls to achieve or exceed the established daily metric,
while maintaining an average talk time consistent with current business
needs.
    
    Meet or exceed quality standards.
    
    Correctly answer general travel and site related questions in a
courteous, friendly and professional manner
    
    Use resources to effectively handle customer service issues in a timely manner.
    
    Effectively resolve customer concerns while balancing the needs of *** .
 
 1


Confidential material redacted and filed separately with the Commission.




---



##### 




    
    Recognize and work to effectively solve exceptional customer
situations, and learn, retain, interpret and apply policy as
appropriate.
    
    Resolve escalated customer service issues using the principles of
Customer Experience Management (CEM).
    
    Accurately track and report call types and service issues.
    
    Maintain or exceed acceptable quality scores on all calls.
    
    Effectively and respectfully probe and understand the requirements
or problems of the customer.
    
    Provide valid solutions to the customer and provide any additional
customer service/education as needed.
    
    Maintain, at a minimum, basic knowledge of products, pricing
promotions, procedures and other important issues through management
communications, meetings, customer focus groups and formal training.
    
    Achieve customer care metrics as established by *** .1.1.4
    
    
    Basic Training*** Telesales / Customer Service Basic Training (as defined in
Exhibit C) will be ***.1.1.5
    
    
    Advanced and Specialized Training*** Telesales / Customer Service Advanced and Specialized Training
(as defined in Exhibit C) will be *** .
 Hours of Operation Hours of
Operation
 2.      Pricing and Payment Terms
 Definition of Productive Hour Productive Hour
 Gainsharing
 Miscellaneous Charges.
 Payment Terms
 Pricing
 Total Monthly CallVolume
    
    
    Price per Productive Hour***
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ***
 2


Confidential material redacted and filed separately with the Commission.




---



##### 



***
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ***
 *** *** *** *** ***.
 3.      Quality and Performance Standards
 Performance Standards Performance Standards
 Calls  Telesales and Customer Service
 Metric
    
    
    Definition
    
    
    Minimum RequirementReal-Time Adherence
    
    
    [(Sign in Time / Scheduled Time)* 100] as
measured in *** increments as
specified by the Firm Forecast
    
    
    ***Average 
Handling Time (AHT)
    
    
    Average call time, comprising hold time, talk
time, and wrap-up time.
    
    
    ***
minutes and ***
seconds (maximum average
duration)
 3


Confidential material redacted and filed separately with the Commission.




---



##### 



Metric
    
    
    Definition
    
    
    Minimum RequirementContact Quality
    
    
    Average score or rating of sampled calls based
upon evaluation criteria scored by the Expedia
QA team.
    
    
    ***Customer 
Satisfaction
    
    
    Average score or rating of sampled calls based
upon customer service index on the CSAT
survey.
    
    
    ***Sales Close 
Rate
    
    
    Percent of Telesales calls resulting in a sale.
    
    
    ***
 For all items in the table above indicated as To Be Determined (TBD) the Parties will
establish Performance Standards based on a combination of historical data and strategic
objectives. In the event that Expedias strategic objectives are materially higher than
historical performance and are reasonably achievable, PeopleSupport will establish an action
plan to achieve the new standards. During such time but not exceeding *** days,
PeopleSupport will be relieved of meeting the new Performance Standards; provided however,
that if the proposed action plan to achieve the new standards calls for additional resources
and Expedia does not timely approve the additional resources, then the period during which
PeopleSupport is relieved of meeting the new Performance Standards will be extended to
compensate for any delays caused by such untimely approval.
 Contact Center Operations
 Metric
    
    
    Definition
    
    
    Minimum RequirementContact Center Availability
    
    
    Percent daily
availability of contact
center systems required
for agents to perform
the Services (e.g.,
network, telephony
equipment, software,
etc.) The Contact
Center Availability
Performance Standard
shall only apply to
systems, applications
and connectivity
directly controlled by
PeopleSupport and shall
not include those
systems, applications
and connectivity
controlled by Expedia.
    
    
    3 ***
 Performance Standard Modifications and Change Management
 Service Performance Measurement Goals During Ramp Up Period Ramp Up Period
 4


Confidential material redacted and filed separately with the Commission.




---



##### 



4.      Forecasting and Scheduling.
 Firm Forecasts, Preliminary Projections and Advisory Estimates
 (a)
    
    Firm forecast of the number of Productive Hours PeopleSupport is required to
staff for the month *** days after (the Firm Forecast);(b)
    
    A non-binding advisory estimate of anticipated number of Productive Hours
Expedia believes it will require from PeopleSupport for at least the ***
following the Firm Forecast (the Preliminary Projection).
 Example
 Assumptions Underlying Forecasts Supporting Assumptions
 Review of Preliminary Projections
  Volume Fluctuations
 Staffing
 5


Confidential material redacted and filed separately with the Commission.




---



##### 



Firm Forecast Exceeds Preliminary Projection
 Example
 Interim Adjustment for Failure to Meet Performance Standards Interim Adjustment
 Example
 Actual Hours Exceed Firm Forecast
 Under-Staffing
 Example
 6


Confidential material redacted and filed separately with the Commission.




---



##### 



Mitigation
 (a)
    
    Leverage combined volumes from other Services provided by PeopleSupport to
Expedia to smooth impacts of volume variances wherever possible;(b)
    
    Utilization of shared resources with other clients requiring a similar skill
level of employee (but which are not Expedia Competitors);(c)
    
    Offer reduced hours or early leave when volume does not materialize; and(d)
    
    Mitigation of excess resources on hand by utilizing a skilled workforce
management forecaster and scheduler.
 Firm Forecast and Payment
 Illustration Appendix 1 Section 4 Section 4 Section 4
 5.      Contact Center Implementation
 Implementation Plan
 Training Plan
 Process Changes
 7


Confidential material redacted and filed separately with the Commission.




---



##### 



Escalation Process
 6.      Developed Work.
     EXPEDIA, INC.
 By:
    
    /s/ Angela Blackburn
 Title:
    
    SVP Business Ops
 Date:
    
    September 25, 2006
 PEOPLESUPPORT (PHILIPPINES), INC.
 By:
    
    /s/ Caroline Rook
 Title:
    
    Authorized Signatory
 Date:
    
    September 29, 2006
   8


Confidential material redacted and filed separately with the Commission.




---



##### 



APPENDIX 1
TO CONTACT CENTER STATEMENT OF WORK  Illustration of Forecasting and Scheduling Process
  9


Confidential material redacted and filed separately with the Commission.




---



##### 



Confidential Treatment Requested.
Confidential portions of this document have been redacted
and have been separately filed with the Commission.
 CONTACT CENTER SERVICES
STATEMENT OF WORK
( *** SERVICES)
 Expedia PeopleSupport Agreement
 1. Services
  1.1
    
    *** Services.1.1.1
    
    
    Overall Service Description
    
    PeopleSupport will provide *** Services to enhance the
overall effectiveness of the contact center operation which may include
developing and implementing *** programs, rolling out
*** , seek *** with existing *** , perform
*** and providing *** , driving *** , and
other functions leading to world class operations. To perform these
Services, PeopleSupport will provide, at minimum, *** per
location to perform the *** Services.1.1.2
    
    
    Service Location(s)
    
    ***
    
    ***1.1.3 *** Services
    
    Provides contact center expertise on *** .
    
    Communicate critical success factors for project implementations
    
    Ensures that the foundation for projects is achievable through agent
behaviors, skills and tools
    
    Takes new *** and identifies *** and ***
    
    *** and *** service *** that may
***
    
    Participates in the development of department *** .
    
    Responsible for the successful transition of new projects/initiatives.
    
    Works in partnership with the *** to *** the rollout of new *** .
 
 1


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---



##### 




    
    Acts as the point person and works closely with *** to
understand what is *** and what *** are saying.
    
    *** , summarizes *** and *** from
*** and provides recommendations back to the *** as
to what to *** .
    
    Maintains strong relationships with contact center leadership and
service/sales teams, building a strong foundation for candid contact
center feedback.
    
    Creates a *** and *** , driving results by *** .
    
    Enforces adherence to *** and their compliance with *** .
    
    Identifying *** following *** releases.
    
    Collects *** to new *** .
    
    Collects and summarizes data related to *** needs and/or *** .
    
    *** and other project *** to identify ***
and/or service *** .
 2.      Pricing and Payment Terms
 Payment Terms
 Pricing
 3.      Developed Work.
     EXPEDIA, INC.
 By:
    
    /s/ Angela Blackburn
 Title:
    
    SVP Business Ops
 Date:
    
    September 25, 2006
 PEOPLESUPPORT (PHILIPPINES), INC.
 By:
    
    /s/ Caroline Rook
 Title:
    
    Authorized Signatory
 Date:
    
    September 29, 2006
   2


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Confidential Treatment Requested.
Confidential portions of this document have been redacted
and have been separately filed with the Commission.
 CONTACT CENTER SERVICES
STATEMENT OF WORK
(*** CUSTOMER SERVICE)
 Expedia PeopleSupport Agreement
 1.      Services
  1.1
    
    *** Customer Service.1.1.1
    
    
    Service Description
    
    Respond to general inquiries and travel-related questions ***, as
well as assist them with existing itineraries and provide them policy
and procedural information.1.1.2
    
    
    Service Location
    
    ***
    
    ***1.1.3
    
    
    Agent Responsibilities  *** Customer Service
    
    Correctly answer general travel and site related questions received ***.
    
    Use resources to effectively handle customer service issues in a timely manner.
    
    Effectively resolve customer concerns while balancing the needs of Expedia.
    
    Recognize and work with exceptional customer situations, and learn,
retain, interpret and apply policy as appropriate.
    
    Resolve escalated customer service issues using the principles of
Customer Experience Management (CEM).
    
    Accurately track and report *** types and service issues.
    
    Ensure all *** inquiries are addressed within expected time limits.
    
    Review escalated messages to ensure they are handled properly.
    
    Ensure notifications are sent to the appropriate parties for issues
requiring further attention.
    
    Identify when templates are needed, and assist with their creation.
    
    Support agent *** volumes when needed.
    
    Maintain a current agent skill set.1.1.4
    
    
    Basic Training*** Customer Service Basic Training (as defined in Exhibit C) will be ***1.1.5
    
    
    Advanced and Specialized Training*** Customer Service Advanced and Specialized Training (as defined in
Exhibit C) will be ***.
 1


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Hours of Operation Hours of
Operation
 Termination for Convenience
 2.      Pricing and Payment Terms
 Definition of Productive Hour Productive Hour
 Gainsharing
 Miscellaneous Charges.
 Payment Terms
 Pricing
 Total Monthly ***Volume
    
    
    Price per Productive Hour***
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ***
 2


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***
    
    
    ***
    
    
    ******
    
    
    ***
    
    
    ***
  3.      Quality and Performance Standards
 Performance Standards Performance Standards
 Customer Service
 Metric
    
    
    Definition
    
    
    Minimum RequirementReal-Time Adherence
    
    
    [(Sign in Time /Scheduled Time)*
100] as measured
in ***
increments as
specified by the
Firm Forecast
    
    
    ***Average Handle
Time (AHT) for
***
    
    
    Average time
to process an
*** , from
receipt of the
***
within the
PeopleSupport
system until a
response has been
sent out.
    
    
    *** in *** hoursContact Quality
    
    
    Average score or
rating of sampled
*** based
upon evaluation
criteria scored by
the Expedia QA
team.
    
    
    ***Third Party 
Audits
    
    
    Average score or
rating of sampled
*** based
upon third party
audits.
    
    
    ***
 Contact Center Operations
 Metric
    
    
    Definition
    
    
    Minimum RequirementContact Center Availability
    
    
    Percent daily
availability of contact
center systems required
for agents to perform
the Services (e.g.,
network, telephony
equipment, software,
etc.). The Contact
Center Availability
Performance Standard
shall only apply to
systems, applications
and connectivity
directly controlled by
PeopleSupport and shall
not include those
systems, applications
and connectivity
controlled by Expedia.
    
    
    3 ***
 Performance Standard Modifications and Change Management
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Service Performance Measurement Goals during Ramp Up Period
 4.      Forecasting and Scheduling.
 Firm Forecasts, Preliminary Projections and Advisory Estimates
 (a)
    
    Firm forecast of the number of Productive Hours PeopleSupport is required to
staff for the month *** days after (the Firm Forecast);(b)
    
    A non-binding advisory estimate of anticipated number of Productive Hours
Expedia believes it will require from PeopleSupport for at least the ***
following the Firm Forecast (the Preliminary Projection).
 Example
 Assumptions Underlying Forecasts Supporting Assumptions
 Review of Preliminary Projections
 4


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Example.
 Volume Fluctuations
 Staffing
 Firm Forecast Exceeds Preliminary Projection
 Example
 Interim Adjustment for Failure to Meet Performance Standards Interim Adjustment
 Example
 Actual Hours Exceed Firm Forecast
 5


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Under-Staffing
 Example
 Mitigation
 (a)
    
    Leverage combined volumes from other Services provided by PeopleSupport to
Expedia to smooth impacts of volume variances wherever possible;(b)
    
    Utilization of shared resources with other clients requiring a similar skill
level of employee (but which are not Expedia Competitors);(c)
    
    Offer reduced hours or early leave when volume does not materialize; and(d)
    
    Mitigation of excess resources on hand by utilizing a skilled workforce
management forecaster and scheduler.
 Firm Forecast and Payment
 Illustration Appendix 1 Section 4 Section 4 Section 4
 5.      Contact Center Implementation
 Implementation Plan
 6


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Training Plan
 Process Changes
 Escalation Process
 6.      Developed Work.
     EXPEDIA, INC.
 By:
    
    /s/ Angela Blackburn
 Title:
    
    SVP Business Ops
 Date:
    
    September 25, 2006
 PEOPLESUPPORT (PHILIPPINES), INC.
 By:
    
    /s/ Caroline Rook
 Title:
    
    Authorized Signatory
 Date:
    
    September 29, 2006
   7


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APPENDIX 1
TO CONTACT CENTER STATEMENT OF WORK  Illustration of Forecasting and Scheduling Process
  8


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Confidential Treatment Requested.
Confidential portions of this document have been redacted
and have been separately filed with the Commission.
 CONTACT CENTER SERVICES AGREEMENT
 Effective
Date Expedia PeopleSupport
 RECITALS
    AGREEMENT
  ARTICLE 1. DEFINITIONS
 Exhibit A
 ARTICLE 2. TERM AND RENEWAL
 Term Initial Term Article 11
 Renewal Renewal Term Term
 ARTICLE 3. SERVICES
 Services Statement of Work
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Exhibit I
 Statements of Work
 Performance of Services
 Change Orders Change Order Request
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Change Order Estimate
 Delivery and Acceptance of Deliverables Section 3.5 Deliverable Acceptance
 Third Party or Expedia Services Exhibit G Exhibit G
 Service Locations Primary Service Locations
 Confidential material redacted and filed separately with the Commission.
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Disaster Recovery Locations Service Locations
 Relocation of Service Locations
 Expedia Equipment
 Technical Specifications Exhibit F
 Technology Improvements
 Other Resources
 Confidential material redacted and filed separately with the Commission.
 4




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ARTICLE 4. PERFORMANCE STANDARDS
 General Performance Standards
 Performance Credits and Performance Bonuses Performance Credit Performance
Bonuses
 Root Cause Analysis
 Measurement and Monitoring Tools
 Quality Assurance, Continuous Improvement and Best Practices Exhibit D Quality Assurance
 ARTICLE 5. STAFFING
 Key Employees
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Removal of PeopleSupport Personnel Exhibit B Section 5.2 Section 5.1
 Screening of PeopleSupport Personnel Section
5.3
 Subcontractors Exhibit J
 Additional Staffing Requirements Exhibit B
 Training Requirements Exhibit C
 Expedia Competitors
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Surveys
 ARTICLE 6. MANAGEMENT
 Expedia Local Manager(s) and Expedia General Manager Expedia Local Manager Expedia General Manager
 PeopleSupport Account Manager PeopleSupport Account Manager
 PeopleSupport Account Manager Responsibilities
 Reports Exhibit E
 Back Up Documentation
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Meetings
 ARTICLE 7. SERVICE FEES AND PAYMENT TERMS
 Service Fees Service
Fees
 Invoicing and Payment.
 7.2.1
    
    Invoicing will be handled as follows:(a)
    
    With respect to each calendar month for which PeopleSupport ***
(such month to be referred to as the Subject Month), PeopleSupport
will invoice Expedia on or before the *** day of the calendar month *** the
Subject Month. The amount for which PeopleSupport shall invoice Expedia for
such Services shall be equal to *** (this amount shall be known as the ***).(b)
    
    Expedia shall pay to PeopleSupport the *** on or before the ***
day of that *** month *** the Subject Month.(c)
    
    ***, PeopleSupport will *** due for such Subject Month in
accordance with the applicable sections of the applicable Statement of Work
and/or Schedule (such amount to be referred to as the ***).(d)
    
    With respect to each Subject Month, if the *** is ***, then
PeopleSupport will *** Expedia and Expedia will ***
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PeopleSupport *** within *** from date of *** (such *** to be referred to as
the ***).(e)
    
    If the *** for the Subject Month is ***, then PeopleSupport
will *** Expedia the *** (such *** to be referred to as the ***), which ***
shall be ***. In the event of any termination prior to such *** being *** to
Expedia, PeopleSupport will *** Expedia within thirty (30) days after the later
to occur of (i) effective date of such termination or (ii) Transition Assistant
Period.(f)
    
    PeopleSupport shall provide Expedia with full documentation
reasonably supporting such ***.(g)
    
    For example:
 If PeopleSupport were invoicing Expedia for the month of June,
June would be deemed the Subject Month. PeopleSupport would
invoice Expedia on or before the *** (i.e., the ***). The amount
for which PeopleSupport would invoice Expedia for June Services
would be *** (with such invoiced amount being the *** as
described above). Expedia would then pay the *** to
PeopleSupport on or before the *** (i.e., ***). If, ***,
PeopleSupport determined that ***, PeopleSupport would ensure
that ***. On the other hand, if ***, PeopleSupport determined
that ***, PeopleSupport would ***.
 (h)
    
    The Parties agree that, in connection with Services
rendered by PeopleSupport pursuant to the Statements of Work executed
in connection herewith (e.g., on the Effective Date or after), the
pricing associated with all Services rendered on or after September 1,
2006 shall be consistent with the pricing described in each such
Statements of Work.7.2.2
    
    If PeopleSupport does not invoice Expedia for Services or
approved reimbursable expenses within *** days after performing such Services
or incurring such reimbursable expenses, PeopleSupport hereby *** to *** by
Expedia.7.2.3
    
    Each Party agrees to continue performing its obligations under
this Agreement while any dispute is being resolved unless and until such
obligations are terminated by the termination or expiration of this Agreement.
Expedia shall timely pay any undisputed
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invoices or any undisputed portion thereof. Unless Expedia provides
PeopleSupport with notice in writing of a good faith dispute regarding the
amounts due hereunder within *** days after the date of the invoice on which
the invoicing appears, including the basis for such dispute, the invoice
will be deemed approved by Expedia and the right to dispute any such amounts
invoiced will be deemed waived.7.2.4
    
    At the conclusion of ***, Expedias obligation to *** will
automatically expire, unless otherwise extended pursuant to Section
7.2.5.7.2.5
    
    Notwithstanding Section 7.2.4, Expedias obligation to
*** will be extended until January 31, 2008, if the following events have
occurred:(a)
    
    Prior to December 31, 2006, PeopleSupport shall have provided
Expedia with a proposal for ***; and(b)
    
    Prior to October 1, 2007, PeopleSupport and Expedia shall have
cooperated in good faith to determine ***.7.2.6
    
    Following any expiration of Expedias *** obligation ***,
PeopleSupport will ***.
 7.3
    
    Taxes. It is agreed as follows:
 (a)
    
    Expedia shall be liable for and shall pay its own taxes on
sales and profits, including any penalties and interest. PeopleSupport shall be
liable for and shall pay its own taxes on sales and profits, including any
penalties and interest.(b)
    
    Any payment made or to be made by Expedia pursuant to this
Agreement shall be inclusive of VAT and Expedia shall not be obliged to pay any
additional amount in respect of any liability of PeopleSupport to account for
VAT to any tax authority. In this clause, VAT means value added tax or any
similar sales or turnover tax of any jurisdiction(c)
    
    Where a party is required by law to withhold any taxes from
payments to the other party, the paying party shall furnish the receiving party
with the necessary withholding tax certificate(s). Such withholding is a tax
liability of the receiving party and the receiving party will have no recourse
to the paying party thereon (i.e., no gross-up).(d)
    
    PeopleSupport shall *** reasonably required by Expedia to ***
tax liabilities hereunder.(e)
    
    Each party shall obtain the express consent of the other party
before disclosing (partially or totally) this Agreement to a relevant tax
authority, unless delaying disclosure until consent is received will violate an
Applicable Law.
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ARTICLE 8. AUDITS
 Services
 Service Fees
 Record Retention Record Retention Period
 Access Article 8 Article 8
 ARTICLE 9. SECURITY
 Safety and Security Procedures
 Security Relating to Competitors
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Security Assessments Section 9.3
 ARTICLE 10. REGULATORY REQUIREMENTS
 Expedia Requirements
 PeopleSupport Requirements
 Changes in Law and Regulations
 Confidential material redacted and filed separately with the Commission.
 12




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Payment Card Industry Regulations Section 8.3
 ARTICLE 11. TERM AND TERMINATION
 Termination for Cause by Expedia
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Trigger Event
 Termination for Cause by PeopleSupport
 Termination for Convenience
 Rights and Remedies of Expedia Article 15
 Survival Articles 1, 8 and 12-22 Sections 3.10, 5.5 and 11.5
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ARTICLE 12. TRANSITION ASSISTANCE
 Transition Assistance Transition Assistance Period Section 11.2
 Performance
 Scope
 Rates and Charges
 Breach of Transition Assistance Services Article 12
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 15




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Confidential material redacted and filed separately with the Commission.
 16




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ARTICLE 13. CONFIDENTIALITY
 Confidential Information Confidential Information Expedia Confidential Information
 Obligations Article 13
 Compliance with Confidentiality Provisions Exhibit H
 Disclosure or Loss of Confidential Information
 Exclusions Article 13 Article 13
  17




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No Implied Rights Article 13
 Expedia Information Privacy Protection Privacy
Laws Personal Information Article 13
 Remedies Article 13 Article 13 Article 13
 ARTICLE 14. SAFEGUARDING OF EXPEDIA DATA
 Expedia Data
 Data Protection Laws Data Protection Laws
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Safeguarding Expedia Data Section 14.3
 (a)
    
    PeopleSupport Personnel will not attempt to access, or allow access to, any
Expedia Data which they are not permitted to access under this Agreement. If such
access is attained, PeopleSupport will immediately terminate such access, report such
incident to Expedia, describe in detail the accessed Expedia Data and return to Expedia
any copied or removed Expedia Data.(b)
    
    With respect to all PeopleSupport facilities, PeopleSupport will utilize ***,
including through systems security measures, to guard against the unauthorized access,
alteration or destruction of software, and Expedia Data. Such measures will include
the installation of software which (i) requires all users to enter a user
identification and password prior to gaining access to the information systems; (ii)
controls and tracks the addition and deletion of users; and controls and tracks user
access to areas and features of the information systems;(c)
    
    PeopleSupport will use (and will cause PeopleSupport Personnel to use) the
Expedia information technology system only as authorized by Expedia and only for the
purpose of providing the Deliverables and Services to and for Expedia;(d)
    
    PeopleSupport will not (and will cause PeopleSupport Personnel not to) break,
bypass or circumvent, or attempt to break, bypass or circumvent, any security system or
measure of Expedia, or obtain, or attempt to obtain, access to any hardware, program or
data other than that that which PeopleSupport owns, is developing or testing pursuant
to PeopleSupport provision of the Deliverables and Services or to which PeopleSupport
has been given access by Expedia in writing;(e)
    
    PeopleSupport will observe and comply with (and will cause PeopleSupport
Personnel to comply with) all security, conduct and safety measures, policies,
procedures and regulations including, without limitation, encryption of data as Expedia
may establish or provide to PeopleSupport from time to time; and(f)
    
    PeopleSupport will not intercept, monitor, listen to or access or
attempt to intercept, monitor, listen to or access any communications by Expedia
personnel and/or Expedia Contractors who use PeopleSupports telecommunications,
computer hardware or other communications equipment at the Service Locations or
otherwise.
 ARTICLE 15 INTELLECTUAL PROPERTY
 Expedia Works
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 19




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PeopleSupport Works
 Third Party Works Equivalent IP Development Obligation Section
15.3
 Rights in Developed Works
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Section 15.2 Section 15.3
 Moral Rights Article 15
 Intellectual Property Rights Agreements with PeopleSupport Personnel Article 15
 Other Obligations and Rights Regarding Developed Works Bankruptcy Code
 Publicly Available Software and Malicious Code
  21




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ARTICLE 16. REPRESENTATIONS AND WARRANTIES
 Expedia Representations and Warranties
 PeopleSupport Representations and Warranties Section 16.2(j)
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Disclaimer
 ARTICLE 17. INDEMNITY
 Indemnity by PeopleSupport Indemnified Parties Claims Section 17.1
 Infringement Section 17.2
 Indemnification Procedures
 Confidential material redacted and filed separately with the Commission.
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Expedia Indemnity Section 17.4
 Indemnification Procedures Section 17.4
 ARTICLE 18 LIMITATION OF LIABILITY
 LIMITATIONS
 MAXIMUM LIABILITY
 ARTICLE 19 INSURANCE
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Insurance
 (a)
    
    Commercial General Liability insurance, including (i) bodily injury, (ii)
property damage, (iii) contractual liability coverage, and (iv) personal and
advertising injury, in an amount not less than ***;(b)
    
    Workers Compensation at statutory limits and Employers Liability at limits not
less than ***; and(c)
    
    Professional Liability Insurance covering errors and omissions and wrongful
acts in the performance of the Services. Such insurance will bear a combined single
limit per occurrence of not less than ***.
 Policy Details
 ARTICLE 20 CONTINUED PROVISION OF SERVICES
 Force Majeure Force Majeure Event Section 3.5 Section 3.5
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Continuation of Services
 Allocation of Leveraged Resources
 ARTICLE 21 DISPUTE RESOLUTION
 Informal Dispute Resolution Section 21.1(e)
 (a)
    
    The Parties agree that the Expedia Local Manager and the PeopleSupport Account
Manager will attempt in good faith to resolve all disputes (except as provided in
Section 21.1(e)). At the request of either Party, the Parties will involve the
Expedia General Manager and PeopleSupports Vice President of Client Services (or
equivalent position) in the discussions to attempt to resolve the dispute. In the
event the Parties are unable to resolve a dispute in an amount of time that either
Party deems reasonable under the circumstances, such Party may refer the dispute for
resolution to the senior corporate executives specified in Section 21.1(b)
below upon written notice to the other Party.(b)
    
    Within five (5) business days of a notice under Section 21.1(a) above
referring a dispute for resolution by senior corporate executives (the Executive
Committee), which will be comprised of two senior executives (at least VP level)
of Expedia selected by Expedia and three (3) senior executives (one of which must
either be the Chief Executive Officer or the Chief Financial Officer) of PeopleSupport,
the Expedia Local Manager and the PeopleSupport Account Manager will prepare and
provide to the Executive Committee summaries of the relevant information and background
of the dispute, along with any appropriate supporting documentation, for its review.
The members of the Executive Committee will confer as often as they deem reasonably
necessary in order to gather and furnish to the other all information with respect to
the matter in issue which the Parties believe to be appropriate and germane in
connection with its resolution. The Executive Committee will discuss the problem and
negotiate in good faith in an effort to resolve the dispute without the necessity of
any formal proceeding. The specific format for the discussions will be left to the
discretion of the Executive Committee, but may include the preparation of agreed upon
statements of fact or written statements of position.(c)
    
    During the course of negotiations under this Section 21.1, all reasonable
requests made by one Party to another for non-privileged information, reasonably
related to the dispute, will be honored in order that each of the Parties may be fully
advised of the others position.(d)
    
    If the Parties are unable to resolve the dispute within thirty (30) days
following referral to the Executive Committee, then either Party may request mediation
of the dispute with a mutually agreed upon mediator. If either Party requests
mediation, both Parties will participate in good faith in such mediation; provided,
that neither Party will be obligated to agree to settlement of the dispute in
connection with such mediation. If the Parties cannot agree upon the selection of a
 Confidential material redacted and filed separately with the Commission.
 
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mediator, the mediator will be chosen from the list of certified mediators maintained
by the court having jurisdiction over this Agreement. The Parties agree to share the
cost of any independent mediator engaged to assist the Parties in resolving their
differences. The formal resolution of a dispute may not be commenced until the earlier
of (i) the Parties conclude in good faith that amicable resolution through mediation
and/or continued negotiation of the matter does not appear likely, or (ii) thirty (30)
days after the dispute has been referred to mediation.(e)
    
    Notwithstanding anything to the contrary in this Agreement, a dispute relating
to a Partys Intellectual Property Rights or with respect to a Partys breach or
alleged breach of Article 13 (Confidentiality), Article 14
(Safeguarding of Data) or Article 15 (Intellectual Property) will not be
subject to the informal dispute resolution process in this Section 21.1, and no
provision of, or the exercise of any rights under this Section 21.1 will limit
the right of any Party to (i) avoid the expiration of any applicable limitations
period, (ii) obtain equitable relief, or (iii) preserve a superior position with
respect to other creditors.
 Continued Performance Section
21.2
 Governing Law and Jurisdiction
 ARTICLE 22 MISCELLANEOUS
 Notices
 Philippines Exclusivity; No Minimums
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Waiver
 Relationship of Parties
 Assignment
 Severability
 Entire Agreement Prior
Agreement PeopleSupport Parent Exhibit
I
 Counterparts
  28




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Headings
 Publicity
 Export
 Foreign Corrupt Practices Act
 Third Party Beneficiaries
 Language
 Non-Solicitation Non-solicitation Period Section 22.15
 Confidential material redacted and filed separately with the Commission.
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EXPEDIA, INC.
    
    PEOPLESUPPORT(PHILIPPINES), INCBy:
    /s/ Angela Blackburn
    
    By:
    /s/ Caroline RookTitle:
    SVP Business Ops
    
    Title:
    Authorized SignatoryDate:
    September 25, 2006
    
    Date:
    September 29, 2006
  30




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EXHIBIT A  Defined Terms
 Appendix 1 Exhibit
A
 Actual Monthly Fee Section 7.2.1(c)
 Advanced and Specialized Training Section C.2
 Affiliate
 Agreement
 Applicable Law
 Basic Training Section C.1
 Bankruptcy Code Section 15.7
 Change Order Estimate Section 3.4.
 Change Order Request Section 3.4
 Claims Section 17.1
 Confidential Information Section 13.1
 Deliverable Acceptance Section 3.5
 Data Protection Laws Section 14.2
 Deliverable Acceptance Section 3.5
 Deliverables
 Derivative Works
  31




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Developed Works
 Disaster Recovery Location Section 3.7
 Effective Date
 Equivalent IP Development Obligation Section 15.3
 Executive Committee Section 21.1(b)
 Expedia Section 3.1
 Expedia Competitor
 Expedia Confidential Information Section 13.1
 Expedia Contractors
 Expedia Data
 Expedia Local Manager Section 6.1
 Expedia General Manager Section 6.1
 Expedia Personal Information Section 13.7
 Expedia Works
 Force Majeure Event Section 20.1
 Governmental Approval
 Indemnified Parties Section 17.1
 Confidential material redacted and filed separately with the Commission.
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Initial Term Section 2.1
 Intellectual Property Rights
 Key PeopleSupport Personnel
 Losses
 Malicious Code
 Non-solicitation Period Section 22.16.
 Notice of Termination for Convenience Section 11.3
  Parties
 Party
 PeopleSupport
 PeopleSupport Account Manager Section 6.2
 PeopleSupport Contractors
 PeopleSupport Competitor
 PeopleSupport Parent Section 22.8
 PeopleSupport Works
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PeopleSupport Personnel
 Performance Bonus Section 4.2
 Performance Credit Section 4.2
 Performance Standards Section 4.1
 Person
 Personal Information Section 13.7
  Primary Service Location Section 3.7
 Prior Agreement Section 22.8
 Privacy Laws Section 13.7
 Publicly Available Software
 Quality Assurance Section 4.5
 Record Retention Period Section 8.3
 Renewal Term Section 2.2
 Service Fees Section 7.1
 Service Location Section 3.7
 Services
  Statement of Work Section 3.1
 Subject Month Section 7.2.1(a)
 Term Section 2.2
 Confidential material redacted and filed separately with the Commission.
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Transition Assistance Period Section 12.1
 Transition Assistance Services
 Third Party
 Works
  35




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APPENDIX 1 to
EXHIBIT A  Performance Standard and Key Performance Indicator Definitions
 Productive Hour =
 Performance Standards
    
    DefinitionService Level
    
    Percent of calls answered within a specified number of seconds as defined
in a statement of work.Abandonment Rate
    
    Percent of calls seized by PeopleSupports call distribution system but
not answered by an agent prior to disconnect, as measured by the call
distribution system. Does not include calls less than a specified number
of seconds as defined in a statement of work.Average Handling Time (AHT)
    
    Average call time, comprising hold time, talk time, and wrap-up (after
call work) time.Contact Quality
    
    Average score or rating of sampled calls based upon evaluation criteria.Customer Satisfaction
    
    Average score or rating of sampled calls based upon third party customer
survey.Sales Close Rate
    
    Percent of Telesales calls resulting in a sale.E-Mail Response Time
    
    Average time to process an e-mail, from receipt of the e-mail within the
PeopleSupports system until a response has been sent out.E-Mail Contact Quality
    
    Average score or rating of sampled e-mails based upon evaluation criteria.Real-Time Adherence
    
    [(Sign in Time / Scheduled Time)* 100] as measured in ***
increments as specified by the Firm ForecastContact Center Availability
    
    Percent daily availability of contact center systems, including but not
limited to system down time, telephony, network, desktop related to
PeopleSupports systems.
 Key Performance Indicators
    
    DefinitionAverage Speed to Answer (ASA)
    
    Average time a call is in queue in PeopleSupports call distribution system
prior to being answered by an agent, as measured by the call distribution
system.Average Hold Time
    
    Total hold time divided by total handled calls as measured on a monthly
basis.Average Talk Time
    
    Total talk time divided by total handled calls as measured on a monthly basisAverage Wrap-Up Time
    
    Total wrap-up time divided by total handled calls.First Call Resolution
    
    Percent of calls that properly and completely address the customers needs
in the first call.Longest Queue Time
    
    The maximum time a customer waited in queue before their call was answered
within a specified date or time range.Average Time Before Abandoned
    
    The average time a caller waited before hanging up.No. of Outbound Callbacks
    
    Volume of outbound callbacks for the purposes of customer follow-up,
including only those outbound calls made in support of Expedia business.Contact Escalation
    
    Percent or number of calls escalated to a (a.) supervisor, (b.) manager, or
(c.) subsequent tier, for issue resolution.Agent Occupancy or Staff 
Utilization
    
    Total talk time plus total hold time plus total wrap-up time divided by
total time logged onto the ACD.
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##### 



Key Performance Indicators
    
    
    DefinitionBooking Additional Travel (BAT) Rate
    
    
    Percent of customer service
calls resulting in a sale, or a
cross-sell, or an up-sell, or
all three categories (i.e.,
gross bookings).Customer Service Bookings Rate
    
    
    Number of customer contacts to
customer service that generated
a booking divided by total
handled calls.Telesales Average Size of Booking (Gross)
    
    
    Total bookings (in U.S. Dollars)
by telesales divided by total
handled calls.Customer Service Average Size of Bookings
(Gross)
    
    
    Total incremental bookings (in
U.S. Dollars) by customer
service divided by total handled
calls.E-Mail Contact Escalation
    
    
    Percent or number of e-mails
escalated to a (a.) supervisor,
(b.) manager, or (c.) subsequent
tier, for issue resolution.Percent Idle Time (or 
Available Time)
    
    
    The amount of time that agents
are waiting for a phone call to
be delivered (i.e., available
time), as a percent of total
productive time (comprising
available time, hold time, talk
time, and wrap-up time).Agent to Supervisor Ratio
    
    
    The average number of agents
reporting to the first level of
supervision.Attrition Rate (Includes voluntary and
involuntary attrition.)
    
    
    The number of regular agents who
separated from the account as a
percent of the total number of
agents working at the account
(includes promotions, transfers,
etc.).Reporting
    
    
    Percent of reports delivered on
time, and accuracy issues
addressed within a specified
timeframe.
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EXHIBIT B  Staffing
 General
 Agent Hiring Requirements
 Required Qualifications:
 
    
    English Proficiency & Comprehension (spoken and written) as *** by an ***
    
    Excellent communication skills: verbal, written, listening
    
    Ability to gauge *** and *** skills accordingly
    
    Professional customer service skills: Solutions mindset, helping
nature, passion for the customer and the customer experience
    
    Analytical problem solving skills; *** skills
    
    Good time management skills
    
    Ability to handle difficult or irate customers effectively; ability
to *** and deliver information in a positive way
    
    Polished etiquette and delivery
    
    Ability to learn quickly and adapt to high change environment
    
    Ability to multi-task while effectively communicating with travelers
 Channel-specific Additional Requirements :
 Phone/Offshore:
 
    
    *** verbal communication as *** by an ***
    
    Cultural/market sensitivity with general knowledge of U.S.
market customer base ******
    
    Support only:
    
    *** Reading Comprehension
    
    *** Writing Competency***
    
    Support only:
    
    *** Reading Comprehension
    
    *** Writing Competency***
    
    Skills:
    
    Typing *** as verified by a formal test
    
    *** skills: *** support, etc.
    
    Proficiency in a multi-system environment
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
    
    Basic internet skills
 Experience :
 
    
    *** experience in *** or other ***
business *** .
 Education:
 
    
    College Degree ***
    
    High School Degree or GED ***
 General Profile :
 
    
    Ability to successfully gather and analyze information to
effectively diagnose the customers problem.
    
    Ability to develop effective solutions to difficult problems or
situations.
    
    Makes timely, practical, and cost-effective decisions, and
facilitates others in doing so.
    
    Effectively selects the best option from a *** of *** or *** .
    
    Makes effective decisions within his/her authority.
    
    *** and *** to meet customers ***
needs.
    
    With guidance learns quickly on the job. Picks up new skills and
understands ideas when presented in a structured format. Learns
effectively from experience.
    
    Responds effectively under stressful situations. Avoids
counterproductive behaviors when confronted with frustrating problems
or situations.
    
    Structures basic information accurately and draws informed conclusions.
    
    Is confident about his/her ability to contribute effectively.
    
    Takes responsibility for his/her actions, and doesnt get defensive
when given constructive criticism.
 Competencies :
 
    
    Customer Focus:
 
    
    *** and *** to meet customers *** needs.
    
    Demonstrates concern for how customers
will use Expedia products or services.
    
    Demonstrates a strong customer service
orientation, and takes responsibility to *** with
customers to ensure their needs and expectations are satisfied.
    
    Collaborates with others in his/her team
to ensure the customer gets a flawless product or service.
    
    Sets customer *** appropriately.
 
    
    Communication Skills:
 
    
    Listens effectively and gathers all relevant information before taking action
    
    Writes, speaks, and presents information
effectively and persuasively across communication settings.
    
    Effectively communicates the appropriate message to the listener.
    
    Communicates his/her thoughts in a well-organized manner.
    
    Targets communications appropriately for the audience.
 
    
    Problem Solving:
 
    
    Gathers and analyzes information and uses
it to develop effective solutions to difficult problems or
situations.
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##### 




    
    Solves routine problems effectively,
gathering the information necessary from the customer to
*** of *** and *** .
    
    Applies systematic approach to solving problems.
    
    Identifies *** or *** and effectively utilizes internal resources to *** .
 
    
    Composure:
 
    
    Maintains a constructive and composed
focus in facing and overcoming tough situations.
    
    Avoids counterproductive behavior when
confronted with frustrating problems or situations.
    
    Tolerates stressful situations well,
responding effectively when faced with bad news or situations.
    
    Focuses on problem solving in heated situations.
    
    Projects a positive and professional image of Expedia in all contacts.
    
    Creates a positive impression of Expedia when interacting with customers.
    
    Behaves professionally and uses good
judgment in all interactions in which he/she is likely to be viewed
as a representative of Expedia.
    
    Demonstrates commitment to
Expedia/product through words and actions in all interactions with
customers.
 
    
    Interpersonal Skills:
 
    
    Develops and maintains good working relationships with others.
    
    Is professional and positive in
interactions with others and is able to establish rapport quickly.
    
    Relates well with diverse individuals.
    
    Treats others with courtesy and respect.
    
    Adjusts his/her behavior and
communication to accommodate working styles and perspectives of
diverse individuals.
    
    Knowledgeable of Expedias business and
services
 
    
    ***
 
    
    Before *** services and products, Expedia requires
demonstrated proficiency, as evidenced in *** , of the
following skills:
 
    
    All minimum technical skill requirements listed on previous page
    
    All soft skill requirements, listed on previous page
    
    Ability and desire to propose *** system
 Hiring Requirements
  Required Qualifications:
 
    
    English proficiency & comprehension (spoken and written) as *** by an ***
    
    Excellent communication skills: verbal, written, listening
    
    Ability to effectively deliver updated program and process changes
    
    Ability to redirect and coach for improvement to diverse agent base
    
    Ability to gauge *** and *** skills accordingly
    
    Professional customer service skills: Solutions mindset, helping
nature, passion for the customer and the customer experience
    
    Ability to *** and *** information as appropriate
    
    Analytical problem solving skills; *** skills
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
    
    Good time management skills and multi-tasking ability.
    
    Ability to handle difficult or irate customers effectively; ability
to *** and deliver information in a positive way
    
    Polished etiquette and delivery***
    
    Support only
    
    *** degree level Reading Comprehension
    
    *** Writing Competency***
    
    Support only:
    
    *** degree level Reading Comprehension
    
    *** Writing Competency
 Channel-specific Additional Requirements :
 Phone/Offshore:
    
    *** verbalizations same requirement as agent
    
    Cultural/market sensitivity with respect to norms of the customer
base same requirement as agent
    
    Ability to learn quickly and adapt to high change environment***
    
    Skills:
    
    *** skills: *** support, etc
    
    Typing *** as verified by a formal testExperience:
    
    Experience with Expedia products and systems
    
    Completed all current Expedia Sales and or Support New Hire and
training with a *** above ***
    
    Management experience in a *** related field, i.e.
*** or *** management with a proven track record of
success to motivate *** professionals and exceed key
performance metrics.
    
    Approved Expedia management training courses offered by employerEducation:
    
    *** in related field is required
    
    *** in related field is ***
 Hiring Requirements
 Required Qualifications:
 
    
    English Proficiency & Comprehension as *** by an ***
    
    Deep Understanding and experience with Expedia product/service
features as appropriate
    
    Excellent verbal / written communication skills
    
    Excellent analytical skills and ability to identify and evaluate trends.
    
    Outstanding past performance in a *** or *** telephone *** role
 Confidential material redacted and filed separately with the Commission.
 
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##### 




    
    Excellent listening skills
    
    1  3 years experience in a direct customer service role
    
    Professional customer service skills & a positive attitude
    
    Proficient in all technical and call management skills
    
    Ability to evaluate and communicate performance data consistently
and objectively
    
    Ability to re-direct and coach for improvement
    
    Strong, sustained attention to detail
    
    Ability to recognize and qualify others analytical problem solving
skills and linear and logical troubleshooting skills
    
    Able to think creatively and situationally in order to assess
opportunities for resolution
    
    Familiar with preferred means of handling difficult or irate customers effectively
    
    Basic to expert Internet navigation skills
 Hiring Requirements
 Required Qualifications:
    
    Experience in *** delivery, proven * ** skills
    
    Experience in *** online *** is preferred
    
    Proven quality management skills
    
    Call center experience strongly preferred
    
    Superior verbal and written communication skills
    
    Proven *** skills
    
    English Proficiency & Comprehension as *** by an ***
    
    Excellent negotiation skills
    
    Excellent listening skills
    
    Initiative and commitment to achieving goals
    
    Professional customer service skills & a positive attitude
    
    Analytical problem solving skills; *** skills
    
    Ability to recognize *** and *** information as appropriate
    
    Demonstrable understanding of *** theory
    
    Good time management skills
    
    Ability to handle difficult or irate customers effectively; ability to deliver bad news
    
    Proven track record in *** and *** employees and
achieving key performance metrics.
 Language Skills
 Staffing Mix
 
    
    Team Supervisor / Agent:PeopleSupport will provide at least ***
for every *** agents with minimum of *** exempt supervisory
personnel coverage provided during off-peak hours even if the staff required is
less than *** .
 Confidential material redacted and filed separately with the Commission.
 
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
    
    Team Supervisor / Agent in Transitional Training:PeopleSupport will provide
at least *** for every *** agents that are in transitional
training with minimum of one (1) supervisory personnel coverage provided
during off-peak hours even if the staff required is less than *** .
    
    Team Manager / Team Supervisor:PeopleSupport will provide at least
*** for every *** team supervisors.
    
    Trainer / Agent:PeopleSupport will provide at *** for every *** agents.
    
    Reporting Analyst:PeopleSupport will provide at least *** dedicated *** .
    
    Quality Monitoring (QM) / Agent:PeopleSupport will provide at least
*** dedicated QM personnel for every *** agents.
    
    Quality Monitoring (QM) / Agent in Transitional Training:PeopleSupport will
provide at least *** dedicated QM personnel for every ***
agents that are in transitional training.
    
    PeopleSupport Account Manager:PeopleSupport will provide *** to
serve as *** in each country with a Service Location. Such Account
Manager should report directly to the PeopleSupports corporate client
management team Vice President or above.
 Staffing Mix Contact Participation
 Incentives
 Employee Fraud
 Identity.
 Response Times to Expedia.
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##### 




    
    Priority Level 1  PeopleSupport shall contact Expedia by telephone within
*** of receipt of problem report.
    
    Priority Level 2  PeopleSupport shall contact Expedia by telephone within
*** of receipt of problem report.
 Professional Services.
  Reporting Engineer
    
    $ *** Telecom Engineer
    
    $ *** IT/Consulting
    
    $ *** Training/Curriculum Development
    
    $ ***
 Expedia Costs.
 PeopleSupport Costs.
 Expedia Code of Conduct
 Expedia is committed to promoting a positive work environment. We expect our vendors
and their employees, agents, and subcontractors (collectively, representatives) to
adhere to the same standards of conduct and behavior that we expect from our own
employees while you and your representatives are on Expedia property or doing
business with Expedia.The information outlined below is important and should be read carefully. All third
party vendors will be required to educate and, when appropriate, train their
representatives to ensure they are aware of Expedias expectations regarding their
behavior and the consequences of any breaches of Expedia policies.The policies summarized below are non-exhaustive, and there may be other conduct not
specifically listed that would be unacceptable. Expedia expects that vendors and
their representatives will conduct themselves in a professional manner at all times
while on Expedia property or while doing business with Expedia. Expedia may require
the immediate removal of
 Confidential material redacted and filed separately with the Commission.
 
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any vendor representative who behaves in a manner that is unlawful or inconsistent
with any Expedia policy, or that is otherwise deemed harmful to Expedias business.E-mailElectronic mail, or e-mail, provides an easy-to-use, efficient means of
communicating. The following guidelines for preparing and sending e-mail are
designed to ensure that each vendor and its representatives use the e-mail system in
an appropriate manner.E-mail may not be used as a forum for political, religious, or other debates, or as
a form of entertainment (for example, chain letters). Use of e-mail must be limited
to Expedia business. All e-mail group aliases (a pre-defined group of users) must be
for Expedias business.To informally exchange information over the computer on a variety of topics, use the
Bulletin Board system.Expedia e-mail names are confidential. Do not give e-mail names to anyone outside of
Expedia. Do not share your password with anyone, attempt to gain access to anyone
elses e-mail account, or use others e-mail account without permission.Expedia prohibits obscene, profane, or otherwise offensive material from being
broadcast across the Expedia network.PeopleSupport Access to Information and PropertyE-mail and its contents, as well as any other data stored on or transmitted by
Expedia-owned equipment, is the property of Expedia and may be accessed by Expedia
at any time. Accordingly, the content of e-mail, voice mail, and similar data should
not be regarded as protected by any personal right of privacy.Additionally, in order to evaluate and improve customer service, Expedia may
monitor, as necessary, the telephone calls of vendors and their representatives who
work in customer service positions.Any facilities or equipment, including but not limited to offices, desks, computers,
electronic media, motor vehicles, or lockers used by vendors and their
representatives while on Expedia property or while conducting Expedia-related
business, may be accessed by Expedia as needed. Accordingly, you should not consider
protected by any personal right of privacy anything brought onto or stored on
Expedia property, stored on Expedia equipment, or used while working on
Expedia-related business. Any Expedia property used by vendors and their
representatives while performing Expedia-related business remains the property of
Expedia.GiftsExpedia employees cannot accept payments of any amount or gifts or favors valued in
excess of $100 from persons or firms with which we have business dealings, unless
prior approval is obtained from a vice president or more senior company official.
Accordingly, you and your representatives should refrain from giving to Expedia
employees gifts with a value of more than $100.
  
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Insider TradingAll Expedia employees, agency temporaries, independent contractors, and vendor
representatives are considered insiders for the purposes of state or federal
securities laws that prohibit insider trading. As an insider, no vendor nor vendor
representative may buy or sell Expedias or another companys stock when in
possession of information about Expedia or another company that is not available to
the investing public and that could influence an investors decision to buy stock.New insider-trading laws carry stiff penalties, and the Securities and Exchange
Commission (SEC) has a mandate to enforce these laws aggressively. Expedia can be
negatively affected by insider trading and may terminate the services of, or refuse
to do further business with, anyone found to have engaged in illegal insider
trading.
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EXHIBIT C  Training
 Basic Training Basic Training
 Advanced and Specialized Training Advanced and Specialized Training
 Responsibility for Training Costs
 ***
    
    
    ***
    
    
    ******
    
    
    
    
    
    *********
    
    
    ************
    
    
    ******
    
    
    ***
    
    
    *********
    
    
    
    
    
    ******
    
    
    
    
    
    ******
    
    
    
    
    
    *********
    
    
    
    
    
    ******
    
    
    
    
    
    ******
    
    
    
    
    
    *********
    
    
    
    
    
    ******
    
    
    
    
    
    ******
    
    
    
    
    
    ************
    
    
    
    
    
    ******
    
    
    
    
    
    ***
 Confidential material redacted and filed separately with the Commission.
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##### 



***
    
    
    ***
    
    
    ************
    
    
    
    
    
    
    
    
    ******
    
    
    
    
    
    
    
    
    ***
 Training Materials
 Shared Responsibilities
 Curriculum Development
 Training Senior Management Participation
 Trainer Participation
 Training Course Content and Delivery
 Basic Training
 Advanced and Specialized Training
 Confidential material redacted and filed separately with the Commission.
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Train-the-Trainer Courses
 Change Management
 Classroom Set-up.
 
    
    Current computer systems with installed sound cards, high-speed
Internet connection, and all relevant applications
    
    17 monitors that support 1024x768 resolution
    
    Unless agreed to by Expedia, maximum capacity of *** trainees per class.
    
    Ratio of one (1) computer system for each trainee
    
    Dedicated LCD projector (ceiling-mounted preferred) and in-room screen
 Role Play and Live Calls
 Transitional Training
 Certification
 On-Going Training
 Confidential material redacted and filed separately with the Commission.
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Enhancement Training
 e-Learning
 
    
    PeopleSupport-purchased user licenses for each agent
 
    
    For avoidance of doubt, and unless otherwise
agreed to by the Parties, PeopleSupport can utilize ***
software as a part of the e-Learning program.
 
    
    Expedia-provided content in the form of two 15-minute learning breaks per week
    
    Expedia-provided, daily question and tips of the day
    
    PeopleSupport reporting and coaching to ensure usage and proficiency
 Use of Expedias Training Materials
 Training Exceptions and Adherence to Performance
 Manager/Supervisor Certification requirements
 Trainer Certification requirements
 Confidential material redacted and filed separately with the Commission.
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EXHIBIT D  Quality Assurance
 Quality Monitoring
 Quality Monitoring Frequency  End User Transactions (Phone, Email and Chat)
 Quality Monitoring Distribution
 Quality Monitoring Zero Tolerance
 Quality Monitoring Frequency Exceptions
 Expedia Participation in Quality Monitoring & Coaching
 Quality Monitoring Format
 Quality Monitoring Calibration
 Coaching and Team Meetings
 Confidential material redacted and filed separately with the Commission.
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Remedial Training for Performance Improvement
 Resource Assignment
 Performance Enhancement Training for Underperformance
 Performance Evaluation by a Third Party
 Baseline Measurement
 Quarterly Measurement
 Confidential material redacted and filed separately with the Commission.
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Vendors Quality Improvement Program
  53




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##### 



EXHIBIT E  Reporting
 Reporting Appendix 1 to Exhibit A Appendix 1 to Exhibit A
 Trending
 Availability
 Retention and Access .
  54




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##### 



EXHIBIT F  Technical Specifications
 Capacity
 Response Time
 Standards Adherence
 Call Blocking
 High Availability
     Confidential material redacted and filed separately with the Commission.
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Business Continuity
  
    
    Demonstrate capability to return to full service within
*** .
    
    PeopleSupports computer system must have either a backup
system (e.g., UPS or redundant system) or the ability to run manually.
PeopleSupport will provide documentation of backup or manual
processes to Expedia for Expedias review upon request.
    
    Plans/procedures must be tested either by tests or actual
occurrences. The tests must demonstrate that PeopleSupport approach is
effective. PeopleSupport will provide documentation of tests to
Expedia for Expedias review upon request.
    
    Key personnel must be knowledgeable about the Backup and
Disaster Recovery Plan required by Section G.5.5.
PeopleSupport will provide documentation of Backup and Disaster
Recovery Plan to Expedia for Expedias review upon request.
  
    
    Demonstrated capability to return to full service within
*** . If you are unable to return to full service within the
*** , a written commitment is required within ***
of the disaster, to the Expedia Service Deliver Manager. This
commitment must contain the plan of action and timeline as to when you
will be fully operational.
    
    Restore service / minimize downtime
    
    Ensure data integrity
    
    Key personnel must be knowledgeable about the Backup and
Disaster Recovery Plan required by Section G.5.5.
PeopleSupport will provide documentation of Backup and Disaster
Recovery Plan to Expedia for Expedias review upon request.
 Maintenance and Support
  Confidential material redacted and filed separately with the Commission.
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##### 



Changes and Enhancements.
    Data Network Services.
 LAN Interface
 Equipment
 Confidential material redacted and filed separately with the Commission.
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Uptime
 Troubleshooting
 Capacity Planning
 Redundancy
 LAN Segmentation
 VoIP
 Infrastructure
 IP Network
 IP Address Allocation
 Local Network Addresses
 Routing
 Confidential material redacted and filed separately with the Commission.
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Dynamic Host Control Protocol (DHCP)
 VPN (Virtual Private Networking)
 Remote Access VPN
 Firewall
 Wireless Access Points
 Voice Network Services
 Voice Network
 Management of Telephony Systems
 Independence
 Internetworking
 Modularized Design
 Contact Distribution
 Confidential material redacted and filed separately with the Commission.
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Agent Access to Applications
 Quality Monitoring
 Automation of Workforce Management, Scheduling, Contact Forecasting and
Reporting
 Service Locations
 Facilities
 
    
    Earthquake- and fire-resistant under most conceivable
circumstances. This includes facility preparation
associated with other natural disasters.
    
    Standard 19-inch racks to accommodate the mounting of
servers, routers and other system equipment.
 
    
    Ability to separate power supplies from other racks.
    
    Ability to set-up servers in a private PeopleSupport cage.
 Security
 
    
    Enforceable entry and egress. Examples include:
 
    
    Card access control at all interior and exterior doors.
 
    
    24 x 7 x 365 on-site security staff.
    
    24 x 7 x 365 intrusion detection monitoring.
    
    *** with *** storage capacity.
    
    Virus scanning  PeopleSupport examples include *** and
*** anti-virus products.
    
    Ability to identify and analyze vulnerabilities in your systems.
    
    Cost-effective firewall solutions with management services.
    
    Robust firewall for servers hosted in the contact centers
and/or data centers.
 Confidential material redacted and filed separately with the Commission.
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DC Power Systems
 
    
    N+1 redundancy in all systems.
    
    48 volt DC power with 1500  3000 amps.
    
    Redundant A and B circuits.
 
    
    Two (2) hours back-up at full load with Valve-Regulated
Lead-Acid (VRLA) batteries.
 AC Power Systems
 
    
    N+1 redundancy in all systems.
    
    Parallel redundant Uninterruptible Power Sources (UPS).
    
    *** back-up at full load with power generator.
 Power Generator
 
    
    Supports data center and all equipment within at maximum
load for *** without refueling.
    
    Ability to extend generator back-up beyond *** limits in
the unlikely event of an extended power outage with
refueling while the engine is running.
    
    Uninterrupted transfer of power  use of high capacity
UPS and Automatic Transfer Switch (ATS) transfer of power.
    
    Regularly scheduled maintenance with certified power
generator contractors.
 
    
    Load tests (full load  detection and fix potential problems)
 
    
    24 x 7 x 365 emergency service with local technician stations.
    
    24 x 7 x 365 emergency refueling service.
    
    24 x 7 x 365 local and remote monitoring of generator system.
 Environmental Control
 
    
    Equipped with high-capacity HVAC systems.
    
    Data center environment maintained at optimal temperature
and humidity levels for equipment.
    
    24 x 7 x 365 HVAC emergency service by certified
contactors.
    
    Contracted maintenance with certified HVAC contractors to
discover and fix problems before they become emergencies.
 Fire Protection
 
    
    Smoke and high temperature detection and alarm system.
    
    24 x 7 x 365 alerts before temperatures get to danger levels.
    
    Concrete floors and fireproof walls to protect the
facility in case of fire in the surrounding area.
    
    Zone alerts fire-extinguishing mechanism.
 Monitoring
 
    
    Physical  Monitoring of power, HVAC, security, fire and
leak detection system.
    
    Network and Servers
 
    
    Availability monitoring by Ping.
    
    Fault monitoring for WWW, DNS, MAIL, FTP, ports and others.
    
    Performance
monitoring of CPU usage ratio, memory usage ratio,
disk usage ratio and others.
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
    
    Various other monitoring services are available.
 
    
    Web Reports
 
    
    Daily report.
    
    Weekly report.
    
    Monthly report.
    
    Quarterly report.
    
    Annual report.
    
    Availability
statistics, resources statistics, access statistics,
technical statistic, and overall statistics.
 Access to Facilities
 Acquisition and Installation of Equipment.
 Chronic Failures
  PeopleSupport Technical Architecture
       
 Confidential material redacted and filed separately with the Commission.
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Expedia Technical Architecture
        Confidential material redacted and filed separately with the Commission.
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Non-Disclosure Agreement
    Definition
of Confidential Information and Exclusions.
   Obligations Regarding Confidential Information
  (i)
    
    Retrain from disclosing any Confidential Information to third parties for
five (5) years following the date that Expedia first discloses such Confidential
Information to Recipient, except as expressly provided in Sections 2(b) and 2(c) of
this Agreement;Take reasonable security precautions, at least as great as the precautions it takes to
protect its own confidential information, but no less than reasonable care, to keep
confidential the Confidential Information;(iii)
    
    Refrain from disclosing, reproducing, summarizing and/or distributing
Confidential Information except in pursuance of Recipients business relationship with
Expedia, and only as otherwise provided hereunder, and(iv)
    
    Refrain from reverse engineering, decompiling or disassembling any software
code and/or prerelease hardware devices disclosed by Expedia to Recipient under the
terms of this Agreement, except as expressly permitted by applicable law.
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Remedies
  Miscellaneous
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Suggestions and Feedback
   RECIPIENT:
PeopleSupport.com
    
    EXPEDIA CORPORATIONAddress: 1100 Glendon Ave, 14th Fl.
    
    13810 S.E. Eastgate Way, Suite 400Los Angeles, CA 90024
    
    Bellevue, WA 98005By: /s/ Brian Larimore
    
    By: /s/ Robb A.
KriegName: Brian Larimore
    
    Name: Robb A.
KriegTitle: Director of Sales
    
    Title: Director of OperationsDate: 9/15/00
    
    Date: 9/15/00
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EXHIBIT H  Proprietary Information and Inventions Agreement
   Recognition of Companys Rights; Nondisclosure
  Third Party Information
 Assignment of Inventions
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Enforcement of Proprietary Rights
  Obligation To Keep Company Informed
 Prior Inventions
 Additional Activities
 No Improper Use of Materials
 No Conflicting Obligation
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Return of Company Documents
 Legal and Equitable Remedies
 Notices
 General Provisions
 Governing Law
 Entire Agreement
 Severability
 Successors and Assigns
 Survival
 Employment
 Waiver
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Employee NameAddress:ACCEPTED AND AGREED TO:PEOPLESUPPORT (PHILIPPINES), INCBy
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EXHIBIT A  TO  PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT
 
   o
    
    No inventions or improvements.o
    
    See below:o
    
    Due to confidentiality agreements with a prior employer, I cannot
disclose certain inventions that would otherwise be included on
the above-described list.o
    
    Additional sheets attached.
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o
    
    No materials.o
    
    See below:o
    
    Additional sheets attached.Dated: ________________ ____, 2006.
 Very truly yours,
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EXHIBIT I  Damages Guaranty of PeopleSupport, Inc., a Delaware Corporation
 DAMAGES GUARANTY
 Guaranty Guarantor Expedia
 CCSA
     1. Damages . Damages
 2. Damages Guaranty .
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3. Further Assurances .
 4. Termination .
 5. Successors and Assigns .
 6. Amendments and Waivers .
 7. Notices .
 
   th
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8. Governing Law .
 9. Miscellaneous .
 10. Attorneys Fees and Costs
 EXECUTED
 PEOPLESUPPORT, INC.,By:
    /s/ Caroline RookName:
    Caroline RookTitle:
    CFODate:
    September 29, 2006
  Expedia, Inc.By:
    /s/ Angela BlackburnName:
    Angela BlackburnTitle:
    SVP Business OpsDate:
    September 25, 2006
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EXHIBIT J  Expedia, Inc. Standard Form of Non-Disclosure Agreement
 EXPEDIA, INC.
NON-DISCLOSURE AGREEMENT
(STANDARD RECIPROCAL)
  Confidential Information.
    Obligations regarding Confidential Information.
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Remedies.
 Miscellaneous.
          77




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Suggestions and Feedback
   COMPANY NAME & ADDRESS
    
    EXPEDIA, INC.3150 139th Avenue SEBellevue, WA 98005By:
    
    
    By:Name:
    
    
    Name:Title:
    
    
    Title:Date:
    
    
    Date:
  78