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Exhibit
10.38
 EXECUTION COPY
Agreement No: 750-03610-2002




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Execution Copy
Agreement No. 750-03610-2002
 TABLE OF CONTENTS
 1. PARTIES
    
    
    52. TERM
    
    
    53.
DEFINITIONS
    
    
    54. SCOPE
    
    
    65. ORDERS
    
    
    76. PAYMENT AND BILLING
    
    
    77. RECORDS AND AUDITS
    
    
    98. ACCEPTANCE
    
    
    109. WARRANTIES, SERVICES & SUPPORT
    
    
    1010. TERMINATION
    
    
    1211. INFRINGEMENT
    
    
    1312. CONFIDENTIAL INFORMATION
    
    
    1413. PUBLICITY AND DISCLOSURE
    
    
    1414. COMPLIANCE WITH LAWS
    
    
    1415. FORCE MAJEURE
    
    
    1516. ASSIGNMENT
    
    
    1517. TAXES
    
    
    1518. SUBCONTRACTING
    
    
    1619. PLANT AND WORK RULES AND RIGHT OF ACCESS
    
    
    16
 Proprietary and Confidential.
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Execution Copy
Agreement No. 750-03610-2002
 20. INDEMNIFICATION
    
    
    1721. INSURANCE
    
    
    1822. RELATIONSHIP OF PARTIES
    
    
    1923. NOTICES
    
    
    1924. NONWAIVER
    
    
    2025. SEVERABILITY
    
    
    2026. LIMITATION OF LIABILITY
    
    
    2127. SECTION HEADINGS
    
    
    2128.
SURVIVAL OF OBLIGATIONS
    
    
    2129. CHOICE OF LAW AND JURISDICTION
    
    
    2130.
ENTIRE AGREEMENT
    
    
    2131. SIGNATURES
    
    
    22EXHIBIT A STATEMENT OF WORK Call Center General Services Project
    
    
    231. SCOPE OF SERVICES
    
    
    232. QUALITY
STANDARDS
    
    
    253. SECURITY
    
    
    264. FRAUD
    
    
    265. CARE OF PROPERTY
    
    
    266. STAFFING AND SCHEDULING
    
    
    267. DISASTER RECOVERY PLAN
    
    
    308. COMPANY CALL CENTER(S)
    
    
    309. SYSTEMS AND DATA
    
    
    3110. COLLATERAL AND MATERIALS
    
    
    3211. TRAINING AND RECRUITMENT
    
    
    29
 Proprietary and Confidential.
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Execution Copy
Agreement No. 750-03610-2002
 12. PROGRAM MANAGEMENT
    
    
    3313. REPORTING AND ANALYSIS
    
    
    3414. ESCALATION PROCEDURES
    
    
    34Attachment A1  Description of Programs
    
    
    35EXHIBIT B FORM AUTHORIZATION LETTER FOR A DELIVERABLE PROJECT
    
    
    37EXHIBIT C NON-DISCLOSURE
    
    
    39EXHIBIT D RATE SCHEDULE
    
    
    41EXHIBIT E SERVICE LEVEL COMMITMENTS
    
    
    42EXHIBIT F
REPORTING STANDARDS
    
    
    46EXHIBIT G ESCALATION PROCESS
    
    
    50EXHIBIT H QUALITY SURVEY FORM
    
    
    50EXHIBIT I QUALITY STANDARDS
    
    
    48EXHIBIT J SECURITY REQUIREMENTS
    
    
    54EXHIBIT J-1 INDIVIDUAL REPRESENTATIVE RESPONSIBILITIES
    
    
    59EXHIBIT K VERIZON WIRELESS CLAIMS WAIVER
    
    
    60EXHIBIT L CUSTOMER SERVICE REPRESENTATIVE (CSR) JOB PROFILE
    
    
    61EXHIBIT M TECHNOLOGY REQUIREMENTS
    
    
    62EXHIBIT N SCHEDULE OF AUTHORIZATIONS
    
    
    66
 Proprietary and Confidential.
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Execution Copy
Agreement No. 750-03610-2002
 MASTER AGREEMENT FOR CALL CENTER CUSTOMER SERVICES
 1.
    
    PARTIES.
   2.
    
    TERM.
  3.
    
    DEFINITIONS.
  3.1
    
    Affiliate means an entity that controls, is controlled by, or is under common
control of Verizon Wireless.3.2
    
    Service shall mean the work described in the Statement of Work attached hereto
as Exhibit A.3.3
    
    Order means a service order, authorization letter, or other written
communication and/or electronic transmission that Verizon Wireless may deliver to
Company for the purchase of Service.3.4
    
    Authorization
Letter shall mean any letters issued from time to time by Verizon
Wireless and accepted by Company in the form appended hereto as Exhibit B.3.5
    
    Project shall mean the work described in and authorized by an Authorization
Letter.3.6
    
    Project Leader shall mean the single point of contact appointed by Verizon
Wireless in an Authorization Letter issued by Verizon Wireless under this Agreement.3.7
    
    Parties shall
mean the parties that enter into this Agreement.
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Execution Copy
Agreement No. 750-03610-2002
 4.
    
    SCOPE.4.1
    
    This Agreement does not by itself order any Services. Company shall furnish
Services
to Verizon Wireless in accordance with the Statement of Work attached hereto as Exhibit A,
and as specified in Authorization Letters issued in accordance with Section 5 of this
Agreement. Upon receipt of an Order, Company shall provide Services, in accordance with the
terms and conditions of this Agreement.4.2
    
    This Agreement is nonexclusive and shall not be construed to require Verizon
Wireless
to purchase any specific amount of Service from Company.4.3
    
    The Services will be  provided subject to the terms and conditions of this
Agreement, including any applicable Authorization Letter(s). Each Authorization Letter
shall be deemed to include by incorporation, the applicable Statement of Work for the
Project detailing the material terms of the Services. In the case of a conflict between
this Agreement and an Authorization Letter issued hereunder, the terms of this Agreement
shall control. Notwithstanding any other provision of this Agreement to the contrary,
the provisions of this Agreement shall apply to all Authorization Letters (including
Statements of Work) between Company and Verizon Wireless unless the Parties expressly
agree by written modification to this Agreement, signed by the persons who executed this
Agreement or their respective successors or supervisors, that certain provisions of this
Agreement shall not apply.4.4
    
    Location of Call
Center(s). Unless otherwise specificallyprovided in the
Authorization Letter:
 a.
    
    All Company employees, contractors and/or agents providing Services under this
Agreement shall be located at the Company call center(s), which shall be located within
the United States (Company Facilities);b.
    
    Company, including, but not
limited to, its contractors and agents, shall not provide,
direct, control, supervise or manage any Services, pursuant to this Agreement or any
Authorization Letter, through facilities located outside of the United States; and
 c.
    
    No data relating to any such
Service shall be stored, at, in or through a site located
outside of the United States.
 4.5
    
    CPNI. Company shall comply with all applicable FCC rules and regulations
governing access to and storage of Customer Proprietary Network
Information (CPNI), as
defined in 47 U.S.C. § 222 (h)(1) and 47 C.F.R. § 64.2003(c).4.6
    
    Access by or Disclosure
to Foreign Governmental Authorities. Company shall
immediately notify Verizon Wireless if it receives a request from a foreign government, entity or
individual for access to or disclosure of any telecommunications or subscriber related
information whatsoever. Company shall not provide such access or disclosure without the
express written consent of the United States Department of Justice (DOJ) or the
authorization of a court of competent jurisdiction in the United States.
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Execution Copy
Agreement No. 750-03610-2002
 4.7
    
    Implementation and Testing. Upon implementation of the systems required to
perform the Services hereunder at the Company Facilities with respect to any Project or
stage of a Project, the Parties shall perform testing to ensure the
Company and Verizon
Wireless equipment serving the particular Project is properly installed and operational for
training purposes and prepared to handle live operation immediately following training.
Verizon Wireless may conduct such testing as it deems appropriate and/or necessary to
evaluate the Company representatives and/or the Services, at its discretion. A Service
shall not be  considered accepted by Verizon Wireless unless and until the Service meets
the applicable Service Level Commitment(s) defined in Exhibit E. In the event the Service
is not performing in accordance with Service Level Commitment(s), the Parties shall
resolve the problem prior to the commencement or further deployment of Service, as the case
may be, unless otherwise agreed to by the Parties.5.
    
    ORDERS.5.1
    
    Company shall furnish Service as specified in Letters of Authorization issued from time
to time by Verizon Wireless and accepted by Company, hereinafter referred to as an Authorization
Letter. Verizon Wireless shall from time to time issue Authorization Letters in the form appended
hereto as Exhibit B, setting forth in detail the specific tasks to be performed and the time frame in
which they are to be performed. Verizon Wireless shall appoint a Project Leader in each
Authorization Letter issued by Verizon Wireless under this Agreement.5.2
    
    Such Authorization Letter will become effective upon countersignature by an authorized
representative of  Company and delivery to Verizon Wireless and become part of the Agreement.
Verizon Wireless may cancel an Authorization Letter at any time
before counter-signature upon
notice to Company and after counter-signature, in accordance with Section 10, below. It is
expressly understood and agreed that this Agreement is intended solely to establish uniform and
consistent terms and conditions for any Authorization Letter(s) Verizon Wireless may choose to
issue to Company, that Verizon Wireless is not obligated to issue any Authorization Letter(s) to
Company, that this Agreement does not grant Company an exclusive privilege to provide to Verizon
Wireless may or all Services which Verizon Wireless may require, and that Verizon Wireless may
contract with other contractors for the procurement of comparable services.6.
    
    PAYMENT AND BILLING.6.1
    
    Prices for performance of this Agreement shall be as set forth on Exhibit D, Rate Schedule.6.2
    
    Unless otherwise set forth in an Authorization Letter, invoices will be submitted monthly
by Company and will describe the Services rendered during the invoice period. The invoices
will identify all calls handled by Customer Service Representatives (CSRs) categorized by
regular or overtime calls, all long distance outbound toll charges, training detail and any
other authorized expenses incurred in providing Services to fulfill the requirements of this
Agreement and authorized in advance by Verizon Wireless. The invoices shall be itemized with
details as to all authorized expenses, with receipts for any expense over $25. Payments of
all undisputed amounts shall be made within thirty (30) days from the date of receipt of
each invoice. The parties will work in good faith to resolve any disputes regarding invoices
in a timely manner. Company shall also provide,
within two (2) days following the last day of each month an accrual, which estimates the
total expenses, expected for that current month. This accrual will be provided through
electronic format to the designated Verizon Wireless project manager.
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Execution Copy
Agreement No. 750-03610-2002
 6.3
    
    Invoices will be prepared and sent to the following persons and addresses or to such
addresses or persons as designated by Verizon Wireless in each Authorization Letter:
 Name:
    
    Donyale GrissonTitle:
    
    Supervisor, Resource ManagementAddress:
    
    777 Big Timber RoadElgin, III 60123Phone:
    
    (847) 289-3845andName:
    
    Ted KassiotisTitle:
    
    HQ Vendor ManagerAddress:
    
    5355 Mira Sorrento PlaceSan Diego, CA 92121Phone:
    
    (858) 625-7677
 6.4
    
    The price(s) shall be firm for the term of this Agreement except that Company may at any
time decrease the prices. Company agrees that if Companys list price or the price later offered
to Verizon Wireless for a Service is lower than the stated price, then the stated price shall be
lowered for the Service provided.6.5
    
    The prices specified in this
Agreement are the total prices for the Services to be
provided hereunder, and there shall be no other charges whatsoever. Unless otherwise
specified, the prices set forth in this Agreement include all incidental costs, including
transportation, entertainment and the use of all necessary tools, products and equipment.
The prices include all taxes except those that Company is required by law to collect from
Verizon Wireless. Company is responsible for all of Companys own overhead, equipment, tools,
telephone calls, transportation, materials and any costs of any nature unless this Agreement
specifically provides otherwise. Company may not charge Verizon Wireless for overtime work
unless Verizon Wireless authorized the overtime work in writing in advance.6.6
    
    Taxes. If Company is required by law to collect any federal, state or local sales,
excise or other similar tax from Verizon Wireless with respect to an amount to be paid by Verizon
Wireless for Services provided by Company to Verizon Wireless under this Agreement,
then (i) Company shall bill such tax to Verizon Wireless in the manner and for the
amount required by law, (ii) Verizon Wireless shall pay such billed amount of tax to
Company, and (iii) Company shall remit such billed amount of tax to the appropriate tax
authorities as required by law; provided, however, that Company shall not bill to or
otherwise attempt to collect from Verizon Wireless any tax with respect to which Verizon
Wireless has provided Company with an exemption certificate, direct pay number, or
other reasonable basis for relieving Company of its responsibility to collect such tax from
Verizon Wireless.
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Execution Copy
Agreement No. 750-03610-2002
 7.
    
    RECORDS AND AUDITS.7.1
    
    Company shall maintain complete records of all costs payable by Verizon Wireless under the
terms of this Agreement for three (3) years after termination of
Agreement. Such records
shall specifically include, but are not limited to, timesheets. All such records shall be
maintained in accordance with recognized accounting practices.7.2
    
    Company customer service representatives (CSRs) will, in an accurate, professional, ethical
and timely manner, update the Verizon Wireless customer account records to reflect each
customer call, including, but not limited to, indicating in the
comment section the following:
the CSRs initials, the reason for the call, and the action taken. Company will provide
monthly, and as requested, call reports to indicate volume of calls handled. Company
acknowledges that customer account records are maintained by Verizon
Wireless permanently and are subject to subpoena.7.3
    
    Verizon Wireless shall have the right, through its designated representatives, and upon
reasonable notice to examine and audit, at all reasonable times, all such records and such
other records and accounts as may, under recognized accounting practices, contain
information bearing upon the amount payable to Company hereunder for Services. At the time of
notice and in order to facilitate Companys cooperation, Verizon Wireless may provide to
Company a list of the types of documents or subject matter which it intends to review,
provided that such notice does not jeopardize the conduct and purpose of the audit. The
correctness of Companys billing shall be determined by such audits.7.4
    
    Verizon Wireless shall further have the right, through its authorized representatives, to
inspect Company premises and watch Company representatives providing Services in order to
verify Companys conformance with this Agreement. Verizon Wireless shall take reasonable
efforts to avoid or minimize the disruption of ongoing Services provided by Company
personnel.7.5
    
    Right to Monitor. Verizon Wireless reserves the right to examine, or to have its
authorized agents to examine, all electronic mail messages, files and other data (Data), on
Companys information systems, networks and/or equipment to the extent that such Data
originate, terminate or pass through Verizon Wireless information systems networks and
equipment. Furthermore, Verizon
Wireless reserves the right to monitor, or to have its authorized agent(s) to monitor, such
activity to determine if access is being abused, Data is secure, Company is using Verizon
Wireless systems only for the purpose of fulfilling Companys obligations under this Agreement,
and/or if Company is in compliance with the Verizon Wireless security policies in Exhibit J as
may be amended from time to time.7.6
    
    Cooperation in Investigations. Company shall cooperate fully and provide assistance
to Verizon Wireless in the investigation and resolution of any complaints, claims, actions, or
proceedings which may be brought by or involve any of Companys employees, agents,
subcontractors or other personnel.7.7
    
    Security Testing. Company shall cooperate and participate in such security testing as
deemed necessary by Verizon Wireless to ensure that its customer information is not vulnerable
to unauthorized disclosure or misuse due to products, services and/or personnel provided by
Company.
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Execution Copy
Agreement No. 750-03610-2002
 7.8
    
    Security Audits. Verizon Wireless shall have the right to conduct risk assessments or
audits of Companys equipment, systems, network and/or other facilities that will be used in
connection with this Agreement. Verizon Wireless can nominate an agent to perform audits on
behalf of Verizon Wireless. Verizon Wireless reserves the right to conduct unscheduled audits.7.9
    
    Company is required to complete self audits of their own and their subcontractors (if
any) facilities.7.10
    
    Self audits shall identify vulnerabilities in its equipment, systems and/or other facilities.
They shall identify controls to address such vulnerabilities and assess their adequacy.8.
    
    ACCEPTANCE.
  9.
    
    WARRANTIES, SERVICES
& SUPPORT.
 9.1
    
    Company represents and warrants that:
 9.1.1
    
    In performing Services, Company will strictly comply with the descriptions and
representations as to the Services (including performance
capabilities, accuracy, completeness, characteristics, specifications, configurations, standards, functions, and
requirements) which appear herein and (if applicable) its employees will perform Services on
time and further that Services will be in strict accordance with all applicable laws, codes,
ordinances, orders, rules and regulations of local, state, and federal governments and
agencies and instrumentalities, including, but not limited to, applicable wage and hour, safety
and environmental laws, and all standards and regulations of appropriate regulatory
commissions and similar agencies.9.1.2
    
    The Services to be provided by Company under this Agreement shall proceed with promptness
and diligence and shall be executed in accordance with the highest professional standards in
the field, to Verizon Wireless satisfaction.9.1.3
    
    All Services performed under this Agreement do not and will not give rise to or result in
any infringement or misappropriation of any patent, copyright, trade secret, or any violation
of any other intellectual property right of any third party.9.1.4
    
    Company represents, warrants and covenants that no Services shall be provided, directed,
controlled, supervised or managed at, in or through a site located outside of the United
States. Company further represents, warrants and covenants that no data relating to any such
Service shall be stored, at, in or through a site located outside of the United States without
the advance written consent of Verizon Wireless.9.1.5
    
    Company represents, warrants and covenants that it shall comply with all applicable FCC
rules and regulations governing access to and storage of CPNI, as defined in 47 U.S.C
§ 222(h)(1)and 47 C.F.R § 64.2003(c).
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Execution Copy
Agreement No. 750-03610-2002
 9.1.6
    
    Company represents, warrants and covenants that it shall immediately notify Verizon Wireless
if it receives a request from a foreign government, entity or individual for access to or
disclosure of any telecommunications or subscriber related
information whatsoever. Company further represents, warrants and covenants that it shall not provide such
access or disclosure without the express written consent of the DOJ or the authorization of a
court of competent jurisdiction in the United
States.9.1.7
    
    Company represents and warrants to Verizon Wireless that the Company software and
Company systems do not contain or will not contain any Self-Help Code or any
Unauthorized Code (defined below) that will allow unauthorized access to or infection of
Verizon Wireless systems. Company shall remove promptly any such Self-Help Code or
Unauthorized Code in the Company software of which it is notified or may discover. Company
shall indemnify Verizon Wireless against any loss or expense arising out of any breach of this
warranty.As used in this Agreement, Self-Help Code means any back door, time bomb, drop dead
device, or other software routine designed to disable a computer program automatically with the
passage of time or under the positive control of a person other than a licensee of the program.
Self-Help Code does not include software routines in a computer program, if any, designed to
permit the licenser of the computer program (or other person acting
by authority of the licensor) to obtain access to a licensees computer system(s) (e.g., remote access
via modem) for purposes of maintenance or technical support. As used in this Agreement,
Unauthorized Code means any virus, Trojan horse, worm, or
any other software routines or
hardware components designed to permit unauthorized access to disable, erase, or otherwise harm
software, hardware, or data or to perform any other such actions. The
term Unauthorized Code does
not include Self-Help Code.9.1.8
    
    Company also represents and warrants that there are no copy protection or similar mechanisms
within the Company software, which will, either now or in the future, interfere with the
grants made in this Agreement. Furthermore, Company represents and
warrants unless (i)
requested in writing by Verizon Wireless and Verizon Wireless approves Companys response, or
(ii) Company advises Verizon Wireless in writing that it is
necessary to perform valid duties under this Agreement and authorized
in writing by Verizon Wireless, Company software and
Company systems shall: (a) contain no hidden files; (b) not replicate, transmit or activate
themselves and any software without control of an authorized person operating computer
equipment on which it resides; (c) not alter, damage or erase any data or computer programs
without control of an authorized person operating the computer equipment on which they reside;
and (d) contain no encrypted imbedded key, node lock, time out or other function, whether
implemented by electronic, mechanical or other means, which restricts or may restrict use or
access to any programs or data developed under this Agreement, based on residency on a
specific hardware configuration, frequency of duration of use, of other limiting criteria
(collectively Illicit Code). Should any Company software and Company systems have any of the
foregoing attributes, and notwithstanding anything elsewhere in this Agreement to the
contrary, Company shall be in default of this Agreement, and no cure period shall apply. It is
agreed that a breach of the above representation and warranty will cause irreparable harm and injury
and Verizon Wireless shall be entitled, in addition to any other rights and remedies it may
have at law or in equity, to an injunction enjoining and restraining Company from doing or
continuing to do any such act and any other violations or threatened violations of the
Agreement. In addition to any other remedies available to it under this Agreement, Verizon
Wireless reserves the right to pursue civil and/or criminal penalties available to it against
the Company.
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Execution Copy
Agreement No. 750-03610-2002
 9.2
    
    All representations, warranties and covenants of Company contained in this section shall
continue for the term of this Agreement and shall survive its termination.9.3
    
    Company shall remove from the Project, at Verizon Wireless request, any consultant or
employee furnished by Company who, in Verizon Wireless opinion, is incapable, uncooperative
or otherwise unacceptable in the execution of the Services to be provided under this
Agreement.10.
    
    TERMINATION.10.1
    
    Verizon Wireless may terminate this Agreement or any Authorization Letter issued hereunder
without cause, effective upon thirty (30) days written notice to Company and, in such event,
Company shall receive payment only for Services fully performed on or before the date of
termination.10.2
    
    This Agreement and/or any Authorization Letter may be terminated by written notice only, as
follows:
 10.2.1.
    
    By Verizon Wireless for a material breach or default of any of the terms,
conditions or covenants of this Agreement by Company, provided that such termination may
be made only following the expiration of a thirty (30) day period during which Company
has failed to cure such breach after having been given written notice
of such breach.
However, at its option, Verizon Wireless may terminate this Agreement immediately, with
no right to cure, if Company violates the terms of Section 4.4,
Location of Call
Centers,  Section 4.5, CPNI, Section 4.6, Access by or Disclosure to Foreign
Governmental Authorities, Section 12, Confidential
Information and Section 14,
Compliance with Laws, or any of its obligations to ensure that no Verizon Wireless
customer calls or data relating to such calls are diverted or routed to facilities
located outside of the United States or are disclosed to foreign governmental
authorities.10.2.2.
    
    By Company for a material breach or default of any of the terms, conditions or
covenants of this Agreement by Verizon Wireless, provided that such termination may be
made only following the expiration of a thirty (30) day period during which Verizon
Wireless has failed to cure such breach after having been given written notice of such
breach.
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Execution Copy
Agreement No. 750-03610-2002
 10.2.3.
    
    By either party, effective immediately, upon written notice to the other, if any of
the following events occurs:
 a.
    
    Either party files a voluntary petition in bankruptcy.b.
    
    Either party is adjudged bankrupt.c.
    
    A court assumes jurisdiction of the assets of either party under a
federal reorganization act.d.
    
    A trustee or receiver is appointed by a court for all or a
substantial portion of the assets of either party.e.
    
    Either party becomes insolvent or suspends its business.f.
    
    Either party makes an assignment of its assets for the benefit of
its creditors except as required in the ordinary course of business.
 10.2.4.
    
    By Verizon Wireless, effective immediately, upon written notice to Company, if the
identity of Companys business is materially changed by sale of its business, transfer
of control of its outstanding stock, merger or otherwise.
 10.5
    
    Termination of this
Agreement shall not affect any Order placed prior to the date of termination
unless otherwise stated. The termination of one Authorization Letter or this Agreement shall
have no operative effect on any other outstanding Authorization Letter, unless the basis for
terminating the Agreement or Authorization Letter is also the basis for termination of other
outstanding Authorization Letter(s).10.6
    
    In the event that either Party gives written notice of termination under this Agreement,
then, if requested by Verizon Wireless, Company will perform reasonable transition Services
for a period not to exceed one hundred twenty (120) days after notice of termination. Such
transition Services shall be provided and be chargeable as mutually agreed upon by the Parties.10.7
    
    The foregoing rights are in addition to, and not in limitation of, any other remedy Verizon
Wireless may have at law or equity.11.
    
    INFRINGEMENT.11.1
    
    Company shall indemnify, defend and hold harmless Verizon Wireless, its parents, subsidiaries
and affiliates, and its and their respective directors, officers, partners, employees, agents,
successors and assigns (Indemnified Parties) from all claims, suits, demands, damages,
liabilities, expenses (including, but not limited to, reasonable fees and disbursements of
counsel and court costs), judgments, settlements and penalties of every kind (IP Claims)
arising from or relating to any actual or alleged infringement or misappropriation of any
patent, trademark, copyright, trade secret or any actual or alleged violation of any other
intellectual property or proprietary rights arising from or in connection with the products
provided or the Services performed under this Agreement or their use except to the extent that
such infringement is solely attributable to Verizon Wireless. Notwithstanding anything to the
contrary contained in this Agreement (including, but not limited to Section 20), the
provisions of this Section 11, shall govern the rights of Verizon Wireless and its Affiliates,
shareholders, directors, officers, employees, contractors, and agents to indemnification for
IP Claims.
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Execution Copy
Agreement No. 750-03610-2002
 11.2
    
    The procedures set forth in Section 20 (Indemnification) shall apply in the case of any IP
Claims hereunder.11.3
    
    Without limitation of
Sections 11.1 and 11.2, if sale, use or if applicable, distribution, of
the products or Services becomes subject to an IP Claim, Company shall, at Verizon Wireless
option and Companys expense:
 a.
    
    Procure for Verizon Wireless the right to use the products and/or Services;b.
    
    Replace the products and/or Services with equivalent, non-infringing products
and/or Services;c.
    
    Modify the products and/or Services so they become non-infringing; ord.
    
    Remove the products and/or
Services and refund the purchase price, including
transportation, installation, removal and other incidental charges.
 12.
    
    CONFIDENTIAL INFORMATION.The non-disclosure provisions set forth as Exhibit C shall apply to this Agreement.13.
    
    PUBLICITY AND DISCLOSURE.Company agrees not to provide copies of this Agreement, or otherwise disclose the terms of
this Agreement, to any third party without the prior written consent of Verizon Wireless;
provided, however, that Verizon Wireless may, upon advance written notice to Company but
without obtaining Companys consent, provide copies or make disclosures to prospective
purchasers of the business of Verizon Wireless or of any Affiliate; or for the purpose of
obtaining third party financing; and to any regulatory or judicial body requesting such
information. Company further agrees to submit to Verizon Wireless Corporate Communications
Department, for written approval, all advertising, sales promotion, press releases and other
publicity matters relating to the product furnished and/or the Service performed pursuant to
this Agreement, when Verizon Wireless name or mark or the name or mark of any of its
partners or Affiliates is mentioned or language from which the connection of said name or
mark may be inferred or implied. Such requests shall be sent to:Vice President  Corporate Communications
180 Washington Valley Road
Bedminster, New Jersey 07921.14.
    
    COMPLIANCE WITH LAWS.Company shall comply with the provisions of all applicable federal, state, county and local
laws, ordinances, regulations and codes (including procurement of required permits or
certificates) in manufacturing, assembling, selling and providing products and/or Services
and in performing its other obligations under this Agreement and applicable equal employment
opportunity laws, rules and regulations, which are expressly incorporated herein by
reference. Company shall indemnify and hold Verizon Wireless harmless against all Claims
(as defined in Section 11) arising out of or related to such
noncompliance.
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Execution Copy
Agreement No. 750-03610-2002
 15.
    
    FORCE MAJEURE.Neither party shall be responsible for any delay or failure in performance of any part of
this Agreement to the extent that such delay is caused by reason of acts of God, wars,
revolution, civil commotion, acts of public enemy, embargo, acts of government in its
sovereign capacity, or any other circumstances beyond the reasonable control and not
involving any fault or negligence of the party affected (Condition). If any such
Condition occurs, the party affected, upon giving prompt notice to
the other party, shall be
excused from such performance on a day-to-day basis during the
continuance of such Condition (and the other party
shall likewise be excused from performance of its obligations on a day-to-day
basis during the same period), provided, however, that the party so affected shall use its
best reasonable efforts to avoid or remove such Condition and both Parties shall proceed
immediately with the performance of their obligations under this Agreement whenever such
causes are removed or cease.

If force majeure Condition continues for more than thirty (30)
days, then the party affected may terminate the Agreement or the specific Authorization
Letter.16.
    
    ASSIGNMENT.The rights, obligations, and other interests of Company shall not be assigned by Company, in
whole or in part, without the prior written consent of Verizon Wireless, which shall not be
unreasonably withheld, and any purported assignment of same shall be void.If Verizon Wireless sells,
exchanges or otherwise disposes of all or a portion of the assets
of, or Verizon Wireless interest in, any business unit in which products and/or Services are used, then Verizon
Wireless shall have the right, to assign to such third party all applicable licenses,
warranties, maintenance schedules and rights granted under this Agreement with respect to such
products and/or Services; provided that the third party agrees to be bound by all obligations
of Verizon Wireless to Agreement or that pertain to the products and/or Services.17.
    
    TAXES.Company shall be responsible for the withholding and/or payment, as required by law, of
all federal, state, and local taxes imposed on Company or its employees by the performance of
Services hereunder. Further, Company shall comply with all federal and state benefits laws
applicable to Company or its employees, if any, including making deductions and contributions
for social security and unemployment tax. Verizon Wireless reserves the right, on reasonable
notice, to inspect or audit Companys records to ensure compliance with this section. Company
agrees to indemnify Verizon Wireless for any and all sums that are due and owing for
withholding FICA and unemployment or other state and federal taxes. Company further agrees to
make payments to federal and appropriate state authorities for withholding, FICA and
unemployment taxes.
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Execution Copy
Agreement No. 750-03610-2002
 18.
    
    SUBCONTRACTING.Company shall not use subcontractors to perform the Services under this Agreement except by
prior written consent of Verizon Wireless. Requests by Company to Verizon Wireless to use
subcontractors shall be in writing and shall specify the Services to be subcontracted and the
identity of the proposed subcontractors. It shall be Companys responsibility to update Verizon
Wireless as it adds or deletes subcontractors and to ensure that the subcontractors it uses are in
all cases approved by Verizon Wireless. Company accepts full responsibility for the acts and
omissions of subcontractors and of persons either directly or indirectly employed by them to
the same extent as Company is responsible for the acts and omissions of persons directly
employed by Company.19.
    
    PLANT AND WORK RULES AND RIGHT OF ACCESS.19.1
    
    Anyone acting on behalf of one party, including but not limited to employees, subcontractors,
and agents of the Parties, while on the premises of the other, shall comply with all plant
rules, regulations and premises owners standards for security, including (when required by
U.S. government regulations) submission of satisfactory clearance
from U.S. Department of Defense and
other federal authorities concerned.19.2
    
    Each Party shall permit
reasonable access during normal working hours to its facilities in
connection
with the Service. Reasonable prior notice shall be given when access
is required.19.3
    
    Facilities Access. Employees of Company, performing Services pursuant to this Agreement, who
are not on duty shall not be permitted in the secured, Verizon Wireless dedicated portion of a
Company site location where the Project is being performed. Verizon Wireless reserves the right to
request at any time and for any reason that specific employees,
subcontractors, and agents of
Company be removed from and not assigned by Company to perform Services for Verizon Wireless,
and Company acknowledges, agrees and understands that Company will immediately comply with
such request by Verizon Wireless.19.4
    
    Identification
Credentials. Verizon Wireless may, at its discretion, require Companys
employees to exhibit identification credentials that Verizon Wireless may issue in order to
gain access to Verizon Wireless premises for the performance of Services. If, for any reason,
any of Companys employees are no longer performing work, Company shall immediately inform
Verizon Wireless representative in the most expeditious manner possible. Notification shall
be followed by the prompt delivery to Verizon Wireless representative of the identification
credentials involved.
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Execution Copy
Agreement No. 750-03610-2002
 19.5
    
    Computer Access. If Company is given access, whether on-site or through remote facilities, to
any Verizon Wireless computer or electronic data storage system, Company shall:
 19.5.1
    
    limit such access and use solely to perform Services within the scope of this
Agreement;19.5.2
    
    not access or attempt to access any computer system, electronic file, software and
systems and/or other electronic resources other than those specifically required
to
accomplish the work required under this Agreement;19.5.3
    
    limit such access to those of its employees
who are qualified and required,
subject to Verizon Wireless requiring written authorization, to have such access in
connection with this Agreement;19.5.4
    
    strictly follow all Verizon Wireless
security rules and procedures for use
of Verizon Wireless computer systems, electronic files, software and systems and/or
electronic resources, including but not limited to all supporting standards,
procedures, guidelines and practices;19.5.5
    
    maintain all user identification numbers and passwords
disclosed to
Company and any information obtained by Company as a result of Companys access
to and use of Verzion Wireless computer systems, electronic files, software and
systems and/or other electronic resources in strictest confidence, protecting
it from accidental or unauthorized disclosure, misuse, improper alteration or
destruction;19.5.6
    
    exercise the highest ethical standards, which shall not be relieved by the
absence of a contractual obligation or a Verizon Wireless practice, standard,
guideline or procedure covering a particular situation.
 19.6
    
    Verizon Wireless reserves the right to
monitor access and use of its
computer systems and/or other facilities by Company, and Company agrees to
cooperate with Verizon Wireless in the investigation of any apparent and/or
threatened unauthorized access and/or use by Company to Verizon Wireless
computer or electronic data storage systems or unauthorized release of
Confidential Information by Company, including its employees, agents,
subcontractors and/or other personnel.20.
    
    INDEMNIFICATION.20.1
    
    Company shall defend, indemnify and hold harmless Verizon Wireless, its
parents, subsidiaries and affiliates, and its and their respective directors,
officers, partners, employees, agents, successors and assigns (Indemnified
Parties) from any claims, demands, lawsuits, damages, liabilities, judgments
and settlements of every kind, including reasonable fees and disbursement of
counsel, (Claims) that may be made: (a) by anyone for injuries (including
death) to persons or damage to property, including theft,
resulting in whole or in part from the acts or omissions of Company or those
persons furnished by Company, including its subcontractors (if any); (b) by
persons furnished by Company and its subcontractors (if any) under Workers
Compensation or similar acts; (c) by anyone in connection with or based upon
Services provided by Company and its subcontractors, if any, or contemplated by
this Agreement, including Claims regarding the adequacy of any disclosures,
instructions or warnings related to any such Services; and (d) under any
federal securities laws or under any other statute, at common law or otherwise
arising out of or in connection with the performance by Company contemplated by
this Agreement or any information obtained in connection with such
performance. The foregoing indemnification shall apply whether Company or an
Indemnified Party defends such Claim and whether the Claim
arises or is alleged to arise out of the sole acts or omissions of the Company
(and/or any subcontractor of Company) or out of the concurrent acts or omissions of Company (and/or any subcontractor of Company) and any
Indemnified Parties. Company will not be required to indemnify Verizon Wireless in
respect of Claims arising solely from Verizon Wireless negligence, willful
misconduct, infringement or provision to Company for use in its Services false, or
materially misleading information or materials. Company further
agrees to bind its
subcontractors, if any, to similarly indemnify, hold harmless, and defend the
Indemnified Parties.
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Execution Copy
Agreement No. 750-03610-2002
 20.2
    
    Verizon Wireless will
provide Company with prompt, written notice of any written
Claim covered by this indemnification and will cooperate
appropriately with Company in
connection with Companys evaluation of such Claim. Company shall defend any Indemnified
Party, at the Indemnified Partys request, against any Claim. Promptly after
receipt of such request, Company shall assume the defense of such Claim with counsel
reasonably satisfactory to the Indemnified Party. Company shall not settle or compromise
any such Claim or consent to the entry of any judgment without the prior written consent
of each Indemnified Party and without an unconditional release of all claims by each
claimant or plaintiff in favor of each Indemnified Party.21.
    
    INSURANCE.21.1
    
    Company shall maintain, during the term and each renewal or extension of this
Agreement, at its own expense, the following insurance:
 21.1.1
    
    Workers Compensation and related insurance as prescribed by the law of the
state in which the work is performed; and21.1.2
    
    Employers liability insurance with limits of at least $2,000,000 each
occurrence; and21.1.3
    
    Comprehensive general liability insurance (including personal injury
insurance) and professional errors and omissions liability insurance with a minimum
limit of $2,000,000 per occurrence; and21.1.4
    
    Excess liability insurance with a combined single limit of $5,000,000.
 21.2
    
    The insuring carriers shall be rated A- or better by A.M. Best. The insuring
carriers and the form of the insurance policies shall be subject to approval by Verizon
Wireless. Such policies shall be primary and non-contributory by Verizon Wireless.
Verizon Wireless shall be named as an additional insured on all liability policies
except workers compensation. Company shall furnish to Verizon Wireless certificates of
such insurance within ten (10) days of the execution of this Agreement. The certificates
shall provide that thirty (30) days prior written notice of cancellation or material
change of the insurance to which the certificates relate shall be given to Verizon
Wireless. The fulfillment of the obligations hereunder in no way modifies Companys
obligations to indemnify Verizon Wireless.21.3
    
    Company shall also require Companys subcontractor, if any, who may enter upon
Verizon Wireless premises to maintain insurance policies with the same coverage and
limits as those listed in Section 21.1 above, and to agree to furnish Verizon Wireless,
if requested, certificates or adequate proof of such insurance. Certificates
furnished by Companys subcontractor shall contain a clause stating that Verizon
Wireless is to be notified in writing at least thirty (30) days prior to cancellation of, or any material change in,
the policy.
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Execution Copy
Agreement No. 750-03610-2002
 21.4
    
    In the event Company is self-insured, in lieu of Certificates of Insurance as stipulated in
Section 21.2 above, Company shall provide to Verizon Wireless such information as may be
required by Verizon Wireless to ensure appropriate levels of coverage.22.
    
    RELATIONSHIP OF PARTIES.22.1
    
    Each of the Parties to this Agreement shall perform its obligations hereunder as an
independent contractor and nothing herein shall be construed to create any relationship among
the Parties other than one among independent contractors. Verizon Wireless will not consider
such representations as false or misleading statements, misrepresentations or statements
likely to cause confusion with Verizon Wireless.22.2
    
    Each party shall be solely responsible for the safety and supervision of its employees, as
well as the withholding or payment of all Federal, State and local Personal Income Taxes,
Social Security, Unemployment and Sickness Disability Insurance and other payroll taxes with
respect to its employees. Company agrees that all persons assigned to provide Services to
Verizon Wireless pursuant to this Agreement shall read and sign a copy of the Verizon Wireless
Claims Waiver attached hereto as Exhibit K.22.3
    
    Notwithstanding the foregoing, Company is authorized to act as a representative of Verizon
Wireless only in so far as required for performance by Company of its obligations under this
Agreement and any Authorization Letter(s).23.
    
    NOTICES.Notices concerning this Agreement shall be in writing and shall be given or made by means of
certified mail, registered mail, or overnight delivery service.
Proper postage and other charges
must be pre-paid and notices shall be addressed to the respective Parties as follows.
 To Company:
    
    To Verizon Wireless:APAC Customer Services, Inc.Six Parkway North
    
    As specified per Authorization LetterDeerfield, IL 60015Attention: David LaBonte   Group Vice-President-OperationsWith a copy to:
    
    With a copy to:APAC Customer Services, Inc.
    
    Verizon WirelessSix Parkway North
    
    5355 Mira Sorrento PlaceDeerfield, IL 60015
    
    San Diego, CA 92121Attention: General counsel
    
    Attention: Ted KassiotisHQ Vendor Manager
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Execution Copy
Agreement No. 750-03610-2002
 And with a copy to:
    
    And with a copy to:APAC Customer Services, Inc.
Six Parkway North 
Deerfield, IL 60015 
Attention:
Blair Frankenberg
    
    Verizon Wireless
295 Parkshore Drive
Folsom, CA 95630
Attention: Beverly House
Manager, Budgets & ReportingAnd with a copy to:Verizon Wireless180 Washington Valley RoadBedminster, New Jersey 07921Attention: Procurement CounselAnd with a copy to:Verizon WirelessOne Verizon PlaceM. C. 2A1-PROAlpharetta, GA 30004Attention: Director  Procurement CounselAnd with a copy to:the Affiliate that placed the Order if
different than Verizon Wireless
  24.
    
    NONWAIVER.
  25.
    
    SEVERABILITY.
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Execution Copy
Agreement No. 750-03610-2002
 26.
    
    LIMITATION OF LIABILITY.
   27.
    
    SECTION HEADINGS.
  28.
    
    SURVIVAL OF OBLIGATIONS.
  29.
    
    CHOICE OF LAW AND JURISDICTION.
  30.
    
    ENTIRE AGREEMENT.
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Execution Copy
Agreement No. 750-03610-2002
 31
    
    SIGNATURES.
  CELLCO PARTNERSHIP
    
    
    
    APAC CUSTOMER SERVICES, INC.d/b/a Verizon Wireless/s/
Denny Strigl
    
    
    
    /s/ David LaBonte(Signature of Authorized Agent)
    
    
    
    (Signature of Officer)Denny Strigl
    
    
    
    David LaBonte(Printed Name of Authorized Agent)
    
    
    
    (Printed Name of Officer)Group Vice President(Title)
    
    
    
    (Title )1/29/03(Date)
    
    
    
    (Date)/s/ Marc Tanenberg(Signature of Officer)Marc Tanenberg(Printed Name of Officer)Chief Financial Officer(Title)1/29/03(Date)
   22