Exhibit
10.84


 


[*] = Certain
confidential information contained in this document, marked with brackets, has
been omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment made pursuant to Rule 24b-2
under the Securities Exchange Act of 1934, as amended.


 


Sales Ordering Support for Local
Services


 


Order No. 20070105.006.S.016


 


Between


 


Startek, Inc.


 


And


 


AT&T Services, Inc.


 


Proprietary Information


The information contained in this
Agreement is not for use or disclosure outside AT&T, Supplier, their
Affiliates and their third party representatives, except under written
agreement by the contracting Parties.


 

















 


Agreement No. 20070105.006.S.C


Order No. 20070105.007.S.016


 


Order No. 20070105.006.S.016


 


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


 


1.             Description of Material and/or Services:


 


Supplier
shall provide Sales and Support for Local Services as determined by AT&T (“Program”), pursuant to Attachment A
entitled “STATEMENT OF WORK”, dated November 1, 2009 (“Work”)  attached hereto and hereby made a part of this Order.


 


2.             Duration of Order:


 


This Order will continue in effect for a term expiring on December 31,
2010, unless it is Cancelled or Terminated before that date.  AT&T reserves the right to renew this
Order for an additional twelve months at rates no greater than those set forth
herein.


 


3.             Location:


 


Supplier shall
perform the Work at the following locations: 
Greeley CO


 


4.             Pricing:


 


The following
Pricing schedule shows the amounts to be paid to Supplier for the various Work
to be performed under this Order. Full Time Equivalent (“FTE”). Invoices shall
be submitted monthly based on the number of actual hours worked and shall
exclude any non-production activity, including but not limited to the following:
lunchtime, break time, holidays, vacations and sick-time, Supplier meetings, training,  coaching sessions, or any other activity
that does not support the work described in this document


 


	
  Description

  	
   

  	
  Hourly Rate

  
	
  Full
  Time Equivalent Resource

  	
   

  	
  [*]

  
	
  *New
  Training — pursuant to Section D Training

  	
   

  	
  [*]

  



 






*
Training for initial ramp of [*] will be at no charge.


 


Proprietary Information


The information contained
in this Agreement is not for use or disclosure outside AT&T, Supplier,
their Affiliates and their third party representatives, except under written
agreement by the contracting Parties.


 


1

















 


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


 


[*]


 


Holiday Hourly Rate:


 


AT&T
agrees to compensate Supplier [*] times the applicable hourly rate shown above
for work performed during the Holidays shown in Section F Holidays that
were previously approved by AT&T in writing.


 


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


 


5.             Invoices/Billing Information:


 


If Supplier is enabled to transact business with AT&T using the
internet-based Ariba Supplier Network (“ASN”), Supplier agrees to submit
invoices in electronic form to AT&T’s Accounts Payable organization through
the ASN.  If
Supplier is not so enabled, it agrees to submit invoices to AT&T Accounts
Payable, PO Box 66960, St. Louis, MO 
63166-6960.  Invoices
against this Order shall reflect billing number [TBD] exactly as shown. 
Supplier shall ensure that AT&T’s Program Manager actually receives
such invoices no later than the tenth (10th) of each month for the prior month’s service in the
format requested by AT&T.  Supplier
shall send electronic copies of all invoices including back-up documentation to
AT&T’ Program Manager set forth in Section 7.


 


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


 


Billable Hours - Supplier shall provide a document with
each invoice which details the following:


 


·                  Headcount billable hours by
name, hire date, and months on Program as defined in the Statement of Work.


 


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


 


·                  Name or other designation of the training
class


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


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


 


Proprietary Information


The information contained
in this Agreement is not for use or disclosure outside AT&T, Supplier,
their Affiliates and their third party representatives, except under written
agreement by the contracting Parties.


 


2

















 


·                  Start-date of the training class


·                  End-date of the training class


·                  Number of agents beginning the class


·                  Number of agents completing the class


·                  Other supporting information as requested by
AT&T


 


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


 


6.             Maximum Expenditure:


 


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


 


7.             Program Manager/Point of Contact:


 


AT&T’s Program’s Manager is:


 


Mr. Craig
Mallian


AT&T
Services, Inc.


4513
Western Avenue Rm:214B


Lisle,
Il  60532


Phone:  (630) 810-6391/After 12-1-09: 630-719-1677


Email:  cmallian@att.com


 


8.             AT&T Contract Manager:


 


Kathy
Holzer-Muniz


AT&T
Services, Inc.


Rm:  1C146A


One
AT&T Way


Bedminster,
NJ  07921


Phone:  (908) 234-3655


Email:  kholzer@att.com


 


9.             Supplier Point of Contact:


 


Mr. Chris
Paoletti


StarTek, Inc.


44
Cook Street


Denver,
CO 80206


Email:
chris.paoletti@startek.com


Phone:
(303) 262-4553


 


Proprietary Information


The information contained
in this Agreement is not for use or disclosure outside AT&T, Supplier,
their Affiliates and their third party representatives, except under written
agreement by the contracting Parties.


 


3

















 


10.           Dispute Resolution - Mediation


 


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


 


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


 


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


 


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


 


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


 


11.           Name of Affiliate Ordering Services:


 


AT&T
Operations, Inc.


 


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


 


	
  STARTEK, INC.

  	
   

  	
   AT&T
  Services, Inc.

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Printed Name:

  	
   

  	
   

  	
  Printed Name:

  	
  Kathy
  Holzer-Muniz

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
  Sr. Contract Manager

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  On behalf of AT&T
  Operations, Inc.

  
													



 


Proprietary Information


The information contained
in this Agreement is not for use or disclosure outside AT&T, Supplier,
their Affiliates and their third party representatives, except under written
agreement by the contracting Parties.


 


4

















 


Order No. 20070105.006.S.016


Attachment A


 


STATEMENT OF WORK


Sales Ordering Support for
Local Services


November 1, 2009


 


A.            Program
Description


 


Provide
Sales support and order handoff functions between Sales and Ordering Centers.
Product and/or services supported are AT&T Local Services.  Functionality is acceptance and initial
review of sales generated order via AT&T web based proprietary system, ECRM
(“Program”).


 


Supplier
shall provide [*] resources (“Initial FTEs”). Each FTE is expected to support [*]
orders at one time.


 


At
the end of sixty (60) days from full production of the Initial FTEs (excluding
replacement FTE and/or attrition FTE), the parties will mutually determine if
any change in the Initial number of FTE resources are needed to support the
volume of orders to be processed for each FTE. 
AT&T reserves the right to increase/decrease the number of FTE’s at
anytime by providing written notice to Supplier subject to the following:   Any increase in FTEs requires forty (45)
days written notice to Supplier.


 


Required
Language:  English


 


B. Responsibilities & Performance Metrics:


 


AT&T
Responsibilities:


 


Sales
perform the following steps: (this function performed by AT&T Sales force)


·                  Sales creates request for service via an ECRM
Support Request (SR) with Minimum Data Set (MDS) document attached to engage
Ordering Team via Self Route Queue


·                  Sales is responsible for qualifying customer
for AT&T Local services


 


Sales
provide the following necessary documentation (when
applicable):


·                  Transfer of Service (TSA)


·                  Non Standard Request (NSR)


·                  Revenue Account Office Request (ROR)


·                  New Billing Account Number (BAN) (for
standalone only)


·                  Alternate Enhanced Redirect Solutions (AERS)
Worksheet & MACD documentation


·                  Customer Service Records (CSRs)


 


Supplier
Responsibilities & Performance Metrics:


 


Sales
Support person completes:


·                  ECRM SR from Sales


·                  Order Handoff within [*] hours of receipt of
ECRM request. The steps outlined below are required as part of this process


·                  Send Sales email advising that project has
been assigned


·                  Understand and confirm the scope of work with
Sales


·                  Contact customer to confirm scope of work and
gain agreement on the expectations and implementation


 


Proprietary Information


The information contained
in this Agreement is not for use or disclosure outside AT&T, Supplier,
their Affiliates and their third party representatives, except under written
agreement by the contracting Parties.


 


1

















 


·                  Research/ investigate request before
submitting to appropriate ordering center


·                  Provide Order Numbers & Tentative
Due Date Delivery to the Customer, Sales & Service Management via an
official hand off within [*] business days of engaging other teams


 


Supplier
shall comply with the metrics
set forth above, which shall be measured monthly, based on current month’s
performance.


 


AT&T reserves the right to change the metrics at any
time by providing advance written notice to Supplier.  Supplier shall make
all reasonable efforts to meet/exceed such revised metrics upon receipt, but no
later than thirty (30) days after notification by AT&T.  Supplier shall implement processes and
controls as to manage results to the metrics.


 


Supplier shall actively
participate, at no cost to AT&T, in any reasonable metric improvement
initiatives as set forth by AT&T and agrees to furnish supplemental
documentation upon request.


 


Supplier
shall maintain Individual Performance records for each resource, based on the
measured metrics.  These records shall be
compiled on a monthly basis and maintained for the life of the Order.  Supplier shall promptly provide this detail
to AT&T upon request.


 


In the
event that one or more metrics are not met, Supplier shall, if requested by
AT&T, develop an action plan to correct the deficient area(s), and shall
submit in writing for AT&T’s approval, such action plan within five (5) business
days after the deficiency is identified. Upon approval by AT&T of the
aforementioned action plan the Supplier shall implement the action plan within
ten (10) business days after approval.


 


In the
event that the first action plan is not approved by AT&T, Supplier shall
revise such action plan and shall submit to AT&T in writing that action
plan within ten (10) business days after the deficiency is identified.
Upon approval by AT&T of the aforementioned action plan the Supplier shall
implement the action plan within ten (10) business days after approval.


 


In the
event that the revised action plan is not approved by AT&T, Supplier shall
revise such action plan and shall submit to AT&T in writing that action
plan within ten (10) business days after the deficiency is identified.
Upon approval by AT&T of the aforementioned action plan the Supplier shall
implement the action plan within ten (10) business days after approval. If
the revised action plan still does not meet AT&T’s satisfaction, this
failure by Supplier shall be considered a material breach.  In addition, if Supplier fails to correct the
deficiencies in an approved action plan it shall be deemed a material breach of
this Order.


 


Additional
requirements:


 


·                  Provides required space and equipment


·                  Meet tasks/metrics as prescribed


·                  Supervision


·                  Provide ongoing training after initial
deployment


·                  Reporting of metrics


Proprietary Information


The information contained
in this Agreement is not for use or disclosure outside AT&T, Supplier,
their Affiliates and their third party representatives, except under written
agreement by the contracting Parties.


 


2

















 


C.  Hours
/ Days of Operation:


 


Supplier shall provide services Monday
through Friday, from 8:00 AM until 5:00 PM EST.


 


E. 
Training & Skill Set Requirements


 


Training
Duration:


 


Training
duration is approximately one (1) to two (2) weeks.  Supplier shall have all FTEs trained and in
production by no later than November 25, 2009.


 


Training
authorized by AT&T in writing in which AT&T has agreed to compensate
Supplier shall be invoiced at the training rate set forth in Section 4
Pricing.


 


Supplier shall recruit,
train and staff resources pursuant to AT&T’s written authorization.  AT&T reserves the right, in its sole
discretion, to change any items and Supplier agrees to adhere to such changes.


 


AT&T
agrees to provide the first such training programs to the Supplier. Supplier shall
provide the following:


 


·                  Supplier
provides a designated trainer or supervisor to attend these classes


·                  Supplier will
then assume full responsibility for training their resources from that point
forward


 


AT&T
will provide the necessary job aides to enable the Supplier to accurately
complete ordering screens, system access, training materials.


 


Personnel Qualifications


 


Supplier resources must be
proficient in both basic voice communications and customer care soft skills. At
a minimum, resources should have:


 


·                  Knowledge of Local voice telecommunications


·                  Customer Care Skills (e.g., handling irate
customer etc.)


·                  An understanding of how the
service works and the various components


·                  Professional Telephone
Skills


·                  Professional handling and
resolution of customer dissatisfactions/objections.


·                  Project Management Skills


 


Skill
Set Requirements


 


·                  High school education or equivalent


·                  Previous business sales support experience


·                  Telecommunications experience


·                  Self-starter and highly self-motivated


·                  Excellent communications skills (both written
and oral)


·                  Computer literacy on Internet Explorer,
Microsoft Word, Excel, PowerPoint and Outlook, are required


 


Proprietary Information


The information contained
in this Agreement is not for use or disclosure outside AT&T, Supplier,
their Affiliates and their third party representatives, except under written
agreement by the contracting Parties.


 


3

















 


Post-Training Support:


 


If some additional level of support is
required after formal training has taken place, AT&T’s management team will
work collectively with the Supplier to provide these resources as necessary.


 


Training
Location


 


Training
to take place at Supplier’s Work Location: in Greeley, CO


 


For
changes in Supplier’s training location that is initiated by Supplier, Supplier
shall assume all travel expenses for Supplier’s employees.


 


System IDs,
Passwords, Logins, Connectivity Testing Procedures


 


AT&T
will supply necessary IDs and both parties will designate a SPOC (“Single Point
of Contact”) to work through ID issues for System IDs, Passwords, Logins,
Connectivity Testing Procedures.


 


F. 
Reports


 


AT&T will provide Supplier, at
AT&T’s sole discretion, timely access to the data and systems necessary to
generate the required reports set forth below which shall be provided by
Supplier.


 


·                  Pull weekly metrics data from AT&T
proprietary system PAM, save into and analyze in Excel format


 


Supplier’s Program Manager shall attend
daily, weekly and monthly status meetings as established by the AT&T. Such
meetings shall be at Supplier’s sole cost and expense.


 


A quarterly review of Program content and
implementation will be performed between AT&T’s Project Manager and
Supplier’s Program Manager.  Weekly
operational calls will also be held between the AT&T and Supplier’s Program
Managers.  AT&T may request daily
reviews when business results and metrics warrant.  These reviews will be conducted at the
convenience of both parties.


 


Supplier shall use the appropriate Supplier’s
project management tools and reporting systems in order to effectively and
efficiently manage AT&T provided order volumes and provide timely and
accurate status to AT&T and its’ customers. 
Supplier, at its’ sole expense, shall design and implement such systems
and tools as Supplier deems necessary to support the Work.


 


G. Holidays


 


Supplier shall not
perform nor invoice for work on AT&T’s observed holidays shown below unless
requested by AT&T in writing.  If
such holiday(s) are approved by AT&T in writing, Supplier shall
invoice AT&T pursuant to the Holiday Rate shown in Section 4 Pricing.


 


Proprietary Information


The information contained
in this Agreement is not for use or disclosure outside AT&T, Supplier,
their Affiliates and their third party representatives, except under written
agreement by the contracting Parties.


 


4

















 


New
Year’s Day


Memorial Day


Independence
Day


Labor Day


Thanksgiving Day


Christmas Day


 


H. 
Post Outage Review and Root Cause
Analysis


 


In the event any telecommunications
services or processes are not operating properly, Supplier shall take immediate
and appropriate action in accordance with Supplier’s business continuity plan
to rectify the malfunction and shall immediately notify AT&T Representative
within [*] of the service-affecting situation and of remedial action taken.


 


Supplier shall provide root cause analysis and/or
post outage review to AT&T within [*] after an outage or by close of
business Monday if the trouble occurs on Friday after an outage, including the
testing of all failed components, analysis of failures, identification of
chronic and systemic problems, implementation of fixes and monthly reporting on
component failures and actions taken. 
Results of the root cause analysis shall be provided to AT&T in writing
in a format mutually agreed to by the parties. The post outage review shall
cover the details of the incident and the actions taken for resolution and
prevention.


 


I. 
Staffing Requirements


 


Supplier shall provide sufficient resources equivalent in knowledge and
skill sets to perform the Services described herein.


 


In addition, Supplier shall provide supervisory support and project
management expertise which shall be at Supplier’s sole cost and expense.  Such supervisor or project manager shall not work
on any other AT&T programs without AT&T’s written consent.  In no event, shall such personnel work on any
non-AT&T program.


 


If
for any reason whatsoever (other than force majeure) Supplier’s staffing falls
below the resources required to support the forecasted volumes provided by
AT&T, Supplier shall not be excused from meeting or exceeding the metrics.
In the event of such staffing failure, Supplier shall immediately take all
steps to mitigate its failure, and shall, at its sole cost and expense: hire
and train additional staff and/or authorize overtime to meet or exceed the
metrics until the required resource levels are met. The provisions of this
paragraph are in addition to and not in limitation of all other rights and
remedies AT&T may have as a result of Supplier’s failure to provide such
resources.


 


Staffing Control


 


AT&T may, at any time, request
immediate removal and replacement of any resource, or other employee of
Supplier (e.g. trainers, supervisors, etc.) for performance reasons.  Supplier shall, at Supplier’s sole expense,
remove and replace such resource or employee(s). Supplier shall not reassign
such resource or employee(s) to any AT&T program(s).


 


Proprietary Information


The information contained
in this Agreement is not for use or disclosure outside AT&T, Supplier,
their Affiliates and their third party representatives, except under written
agreement by the contracting Parties.


 


5

















 


Supplier shall comply with such request and ensure
timely transition of all pending work to another representative.


 


J. Workforce Management Plan


 


Supplier must provide AT&T with a minimum thirty
(30) day notice of any planned changes (not including resignations) to Program
Managers, e.g. Escalation Manager, Area, Program, District and Division Manager
position staffing, if applicable.  
Whenever an individual in one of these positions is replaced, Supplier
will provide AT&T with a documented candidate selection and transition
process, along with a description of the proposed candidate’s skills and
experience.


 


K. Equipment and Software


 


Supplier
shall provide, at its sole cost and expense, all systems and telephony
equipment necessary to support the work performed. This should include, but is
not limited to:


 


Equipment


 


·                  Office space


·                  Telephone


·                  Computer


·                  Internet Access


 


Software


·                  AT&T image for computer


 


Note:
No equipment, hardware or facilities will be provide by AT&T


 


L. Systems and Telephony


 


·                  Supplier will be required to access AT&T’s
Personal Activities Manager (PAM) system


 


Supplier shall provide all facilities necessary to access AT&T’s
systems and manage the volume of calls as AT&T deems appropriate. AT&T
may provide to Supplier secure access procedures for accessing the appropriate
ordering and tracking systems along with the required operating system
requirements which Supplier agrees to follow. AT&T/Supplier System access
shall be determined by AT&T at its sole discretion.


 


M. Monitor and Control
Plans


 


Change
Control Procedures


 


Overview


 


The
purpose of the Change Control Plan is to plan for the administration of changes
this Program.  The plan will identify the
procedures for receiving, documenting, implementing, tracking and analyzing the
impact of change on all aspects of the project, including schedule, performance
and cost.


 


Proprietary Information


The information contained
in this Agreement is not for use or disclosure outside AT&T, Supplier,
their Affiliates and their third party representatives, except under written
agreement by the contracting Parties.


 


6

















 


1.               All changes to
the original scope, schedule or specifications of the project must be channeled
through the AT&T Program Manger.


 


2.               Any change
requests must be submitted in writing and clearly state the nature of the
change requested, including its impact on the scope and schedule (if
known).  Supplier shall not make any
changes unless AT&T provides its express written approval.


 


N.
Automation Support


 


If
requested by AT&T, Supplier shall support the testing, certification,
implementation and changes of AT&T platforms, tools and other systems or
support other activities and tasks as requested in writing by AT&T.  For these activities, AT&T at its’ sole
discretion, will compensate Supplier on FTE basis, that is, per dedicated
headcount per month. .


 


O.  AT&T
Information Security Policy


 


Supplier
will comply with AT&T’s information security requirements as set forth
in Agreement 20070105.006.C


 


In support of AT&T’s security and
integrity initiatives, Supplier shall abide by and assure full compliance with
the contractual requirements concerning AT&T’s proprietary information
(including but not limited to CPNI (“Customer Proprietary Network Information”)
and ensure that their employees operate with the highest standard of business
ethics.  Additionally, Supplier shall
manage an inventory of all System IDs issued to Supplier employees, assuring
the deletion of said System IDs when Supplier employee resigns, transfers to a
non-AT&T program, or transfers to other AT&T business units.


 


P. 
Productivity Improvement / Cost Reduction


 


During
the term of this Order, Supplier shall reduce total time and work and improve
all tasks associated with this Program recognizing that quality must not be
impaired.


 


Supplier
agrees to identify productivity improvements to drive cost reductions and
headcount reductions associated with Supplier’s billable rates.   AT&T’s Program Representative has sole
discretion to review and approve any headcount reduction, productivity
improvement and/or cost reduction initiative identified by Supplier.  If such headcount reduction, productivity
improvement and/or cost reduction initiative is approved by AT&T, Supplier
shall implement such initiative and once the cost savings have begun to be
realized, all associated cost reductions shall immediately be applied to all
charges by Supplier invoiced to AT&T, per the applicable rates listed in Section 4.
Pricing and any gain sharing initiatives that have been
mutually agreed upon.  If any substantial expense or capital investment is
required by Supplier to implement an approved productivity improvement or cost
reduction initiative, AT&T and Supplier will mutually agree to any such
investment arrangement.


 


Supplier
and AT&T agree to establish a team to identify and quantify productivity
improvement opportunities for cost reductions referenced above.  Within forty-five (45) days of the onset of
the program, Supplier and AT&T will each identify one or more employees who
will serve on such a productivity improvement team, at each party’s own
expense.


 


Proprietary Information


The information contained
in this Agreement is not for use or disclosure outside AT&T, Supplier,
their Affiliates and their third party representatives, except under written
agreement by the contracting Parties.


 


7

















 


Once
productivity improvement and/or cost reductions are implemented, Supplier shall
track improvement results and cost reduction measures.  Supplier shall track progress, and
recommendations shall be read-out on a monthly basis to the AT&T’s Program
Representative during one of the weekly operational /DMOQ review meetings.  The expense of tracking and reporting shall
be borne solely by Supplier.


 


Q.  Attrition


 


Supplier
will provide AT&T a monthly headcount report in the format shown below,
detailing personnel losses due to attrition or other reasons (by category),
headcount additions, and current headcount. 
In the event Supplier personnel leave the Program and new hires are to
be trained, the attrition training costs will be borne by Supplier.  Supplier agrees to a timely and orderly
transition of accounts handled by the departing resource to another fully trained
resource.


 


ATTRITION ANALYSIS


 


	
   

  	
   

  	
  Month 1

  	
   

  	
  Month 2

  	
   

  	
  Month 3

  	
   

  	
  Month 4

  	
   

  	
  Month X

  
	
  Productive Headcount

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Non-Productive
  Headcount

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Area Managers

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  New Hires

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FMLA (scheduled to
  return)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Internal
  (Positive)Attrition

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  -
  Promotion within Project

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  -
  Promotion out of Project

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  -
  Transfers Out

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  -
  Retirement

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attrition (Negative)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  -
  Removal by Supplier

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  -
  Not a Job Match (Company Choice)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  -
  Job Dissatisfaction (Employee Choice)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  -
  More $, Same Type of Job (Employee Choice)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  -
  More $, Promotion (Employee Choice)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Average Time in Title

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Proprietary Information


The information contained in this Agreement is not for
use or disclosure outside AT&T, Supplier, their Affiliates and their third
party representatives, except under written agreement by the contracting
Parties.


 


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