**EXHIBIT 10.2**

 

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

 

Order No. 20070105.006.S.018

 

Telepresence Order Processing

 

Between

 

StarTek, Inc.

 

And

 

 AT&T Services, Inc.

 

**Proprietary Information**

The information contained inthis Agreement is not for use or disclosure outside AT&T, Supplier, theirAffiliates and their third party representatives, except under writtenagreement by the contracting Parties.

 

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AgreementNo. 20070105.006.C

OrderNo. 20070105.006.S.018

TPOrder Processing

 

**Order No. ****20070105.006.S.018**

 

ThisOrder, effective on the date when signed by the last Party (“Effective Date”)is by and between StarTek, Inc., a Delaware corporation (“Supplier”) andAT&T Services, Inc., a Delaware corporation (“AT&T”), each ofwhich 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 Number20070105.006.C (the “Agreement”).  Anyterms and conditions in this Order that modify or change the terms andconditions of Agreement Number 20070105.006.C shall apply to this Order only.

 

1.                                       **Description of Material and/or Services****:**

 

Suppliershall provide support of ATS — AT&T Telepresence Services and Support (“Program”), pursuant to Attachment Aentitled “STATEMENT OF WORK”, dated April 1, 2010 (“Work”)****attached hereto and hereby made a part of this Order.

 

2.                                       **Duration of Order****:**

 

This Order will continue in effect for a term expiring on March 31,2011, unless it is Cancelled or Terminated before that date.

 

AT&T shall have the right to extend the duration period specifiedin this Order for one  additional twelve(12) month period by giving Supplier forty-five (45) days prior written notice(in advance of the expiration of the initial term), at prices no greater thanthose set forth in this Order.

 

3.                                       **Location****:**

 

Suppliershall perform the Work at the following locations:  **Greeley orGrand Junction, CO**

 

4.                                       **Pricing****:**

 

Thefollowing Pricing schedule shows the amounts to be paid to Supplier for Work tobe performed under this Order for Full Time Equivalent (“FTE”) Agents.

 

Invoicesshall be submitted monthly based on [*] and shall exclude any non-productionactivity, including but not limited to the following: lunchtime, break time,holidays, vacations and sick-time.

 
| **Description**                                            | ** ** | **Hourly Rate** | ** ** |
|------------------------------------------------------------|------------|-----------------|------------|
| Agent FTE [*] Rate                                         |       | $               | [*]        |   |
| Area Manager                                               |       | $               | [*]        |   |
| * [*] Training — pursuant to Section D  Training |       | $               | [*]        |   |

 

**ProprietaryInformation**

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

 

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*Doesnot include refresher, continuation or attrition training, which shall be at[*].

 

Supplieragrees that the rates provided above are all inclusive of the costs for theProgram, which include, but are not limited to the following items, and noother charges shall be billed to AT&T.

 

1. Training [*]

2.  Dedicated Reports Analyst

4.  Dedicated Process Managers

5.  Dedicated Escalation Managers

6.  Dedicated Supervisors

7.  Travel and Living

8.  Pagers

9.  Programming (e.g. scripting, legacyprogramming and all programming production support and maintenance functions)

10.Program / Account management functions and personnel

11.Development and issuance of reports

12.Recruiting of Order Specialist

13.Processing Downtime Forms

14.System Access and Requirements

15.Systems — Managing and maintaining equipment and access

16.Postage

17.[*]

18.  Copies

 

Holiday [*]:

 

AT&Tagrees to compensate Supplier [*] the applicable hourly rate shown above forwork performed by Order Specialist headcount during the Holidays shown in Section HHolidays that were previously approved by AT&T in writing.

 

Where the Parties are to mutually agree on theheadcount quantity, [*] or the course of conduct or activity under this Order,or any other provisions of this Order where the Parties may need to mutuallyagree, in the event the Parties cannot mutually agree within ten (10) businessdays, Supplier agrees to carry out the expressed requests of AT&T providedsuch requests are not unreasonable. Concurrently, the Parties agree to also promptly escalate to the nextlevel of management for resolution.

 

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5.                                       **Invoices/Billing Information****:**

 

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

 

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

 

[*] - Suppliershall provide a document with each invoice which details the following:

 

·             Headcount [*] by name, hiredate, and months on Program.

 

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

 

·                  Name or other designation of the trainingclass

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

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

·                  Length, in hours per agent, of the trainingmaterial covered in the class

·                  Start-date of the training class

·                  End-date of the training class

·                  Number of agents beginning the class

·                  Number of agents completing the class

·                  Other supporting information as requested byAT&T

 

The aforementioned information shall be presented in a consistentformat satisfactory to AT&T for each invoice.  Supplier will attach this information, alongwith other required back-up data, to the back of a copy of the correspondinginvoice.

 

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6.                                       **Maximum Expenditure****:**

 

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

 

7.                                       **Program Manager/Point of Contact****:**

 

AT&T’s Program Representatives is:

 

[*]

 

8.                                       **AT&T Contract Manager:**

 

[*]

 

9.                                       **Supplier Point of Contact:**

 

[*]

 

10.                                 **Dispute Resolution — Mediation**

 

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

 

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

 

c.               Unless the Parties otherwiseagree, if the matter has not been resolved within twenty-one (21) days of thefirst meeting, the representatives shall refer the matter to more seniorrepresentatives, who shall have full authority to settle the dispute.  Such senior representatives will meet fornegotiations within fourteen (14) days of the end of the twenty-one (21) dayperiod referred to above, at a site designated by AT&T.  Three (3) business days prior to thisscheduled meeting, the Parties shall exchange memoranda stating the issue(s) indispute and their positions, summarizing the negotiations which have takenplace, and attaching relevant documents.

 

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

 

e.               If the matter has not beenresolved within thirty (30) days of the first meeting of the seniorrepresentatives (which period may be extended by mutual agreement), the 

 

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Parties will attempt in good faith to resolve thecontroversy or claim in accordance with the American Arbitration Association’sthen current Commercial Arbitration Rules.

 

11.                                 **Name of Affiliate Ordering Services****:**

 

AT&TOperations, Inc.

 

Original signaturestransmitted and received via facsimile or other electronic transmission of ascanned document, (e.g., .pdf or similar format) are true and valid signaturesfor all purposes hereunder and shall bind the Parties to the same extent asthat of an original signature. This Order may be executed in multiplecounterparts, each of which shall be deemed to constitute an original but allof which together shall constitute only one document.

 

**IN WITNESS WHEREOF**, the Parties have causedthis Order 20070105.006.S.018 to be executed as of the date the last Partysigns.

 
| **STARTEK, INC.**          | ** **             | **AT&T Services, Inc.**   |
|---------------------------------|------------------------|------------------------------------|
| ** **                      | ** **             | ** **                         | ** ** | ** ** |
| By:                             | /s/  A. Laurence Jones |                               | By: | /s/  Kathy Holzer-Muniz |
|                            |                   |                               |   |   |
| Printed Name: A. Laurence Jones |                   | Printed  Name: Kathy  Holzer-Muniz |
|                            |                   |                               |
| Title: President and CEO        |                   | Title:  Sr. Contract Manager       |
|                            |                   |                               |   |   |
| Date:                           | 5/26/10                |                               | Date: | 5/21/10 |
|                            |                   |                               | On  behalf of AT&T Operations, Inc. |

 

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** **

Order No 20070105.006.S.018

Attachment A

** **

**AT&T BUSINESS/WORLDWIDECUSTOMER SERVICE**

**TELEPRESENCE ORDER PROCESSING &SUPPORT**

**Statement of Work**

**April 1, 2010**

 

**A.  Work Description**

 

Supplier shall provide services to AT&T for Telepresence Orderingsupport. Supplier shall perform the Services to new and existing AT&TBusiness customers using AT&T processes and ordering systems as defined byAT&T.  Supplier shall provide Agentsto perform the following functions, (hereinafter “Program” or “Programs” or “Work”)as described below.

 

**ATS — AT&T Telepresence Services****/ AT&TCall Center, Tier 1 and Tier 1 Equipment Configuration Support, (Domestic)Equipment and Services Procurement Services**

 

Suppliershall perform procurement services associated with AT&T’s TelepresenceEquipment for new and existing AT&T Business customers using AT&Tprocesses and ordering systems as defined by AT&T.  Supplier shall provide dedicated Agents toperform the following process.  For thecustomer accounts assigned to the Supplier by AT&T, the Supplier will carryout the production functions listed below, managing to Completion the greatestnumber of Purchase orders possible. “Completion” is defined as completing thepurchase order process and ensuring the equipment is staged and shipped to theclient.

 

**AT&T Telepresence Center Support**

 

The Supplier will provide necessary support forcommunication with vendors & internal support for equipment orders andequipment information

·                  Configuring purchase orders for the hardwarerequirements listed on submitted customer Equipment Order Lists.

·                  Verifying accuracy of information submittedon Equipment Order lists required for procurement form outside vendors such aspart number, description, model number, etc.

·                  Know and understand different sourcingalternatives (i.e. distributors) and their required ordering methodologies.

·                  Manage special requests/exceptions involvingorder expeditions, equipment returns, alternate sourcing, etc.

·                  Communicating purchase order status to theProgram Managers via database updates, phone call or email.

·                  Establishing and maintaining excellent clientand vendor relationships.

·                  Single point of contact for the TelepresenceWPM (Worldwide Project Manager) Center in responding to client inquiries abouttheir orders.  In most cases it willrequire direct, professional communication via phone calls or emails with theAT&T sales teams, internal staff, and vendors.

·                  Maintain internal summary reports of orderactivity.

·                  Provide support to the AT&T Sales andFulfillment Center teams.

 

**ProprietaryInformation**

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

 

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**Customer Premise Equipment (CPE) — AT&TTelepresence Ordering**

 

·                  Accepting AT&T customer and Internalorganization PO requests for customer owned/leased equipment and services.

·                  Accepting customer / salesrequests for Telepresence equipment and services via inbound customer call orvia electronic list, e.g. via email, of order management work tasks (i.e.,electronic to-do list of work items associated with order processing)

·                  Logging order for trackingand timing purposes.

·                  Verifying completeness ofreceived customer information, including verifying accuracy to effect accuratebilling.

·                  Data gathering of customerinformation, internal parties, or AT&T inventory systems to obtain completedata set to place order.

·                  Processing purchaserequisitions for equipment and/or services through the appropriate AT&Tsystems.

·                  Track the processing of thepurchase requisition ensuring the required SOA approval is completed for thepurchase. If SOA is not obtained within [*] hours or purchase requisitionscreation, call approver, if no answer escalate to get required approvals.

·                  Verifying productavailability with vendor.

·                  Confirming availability ofproduct.

·                  Identifying second sourcesupplier, if necessary.

·                  Determining if expedite, isnecessary.

·                  Order tracking and orderreject management.

·                  Providing regular status torelated AT&T internal parties (including expected and firm due dates).

·                  Resolving any jeopardies.

·                  Confirm shipping status ofATS equipment

·                  Resolving PO / InvoiceIssue(s).

 

Subsequent to order submission, Supplier’s Telepresence OrderProcessing responsibilities shall include, but will not be limited to thefollowing:

 

·                  Completing Sarbanes Oxley spreadsheets whereappropriate;

·                  Auditing of orders for accurate coding in allassociated and impacting AT&T databases;

·                  Retrieving reports from AT&T’s systems toverify all orders placed are correct;

·                  Completing an internal status calls and spreadsheetswhere appropriate;

·                  Participating via phone in requestedconference calls and meetings when appropriate;

·                  Ensuring that the order Completes by duedate;

·                  Monitoring and resolving orders for jeopardyand reject status;

·                  Communicating with internal AT&Trepresentatives (PIMs, Engineers)  eithervia phone, system or email specific intervals within the ATS cycle including,but not limited to:

·                  Confirmation of receipt,

·                  Estimated due date,

·                  Firm due date,

 

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·                  Identifying all issuance errors and followingup on subsequent correcting orders to assure accurate billing,

·                  Issuing orders to correct inaccurate billingand confirming completion,

 

Supplier will comply the process and schedules set forth herein.  In the event jeopardy occurs, the orderingAgent will troubleshoot and resolve the issue within [*] of the jeopardyoccurring.  Supplier’s Agent is definedas the Supplier’s dedicated full-time equivalent employee(s) performingservices that support the AT&T’s Program.

 

**Jeopardies include:**

·                  Equipment not available fromvendor within client deliverable date

·                  Damaged equipment notreturned to the vendor

·                  Trade In Agreement not met.

 

AT&T, customer or the provisioning vendor wishing to add to orchange the PO request may contact Supplier’s Agent and communicate theirrequest via electronic mail or AT&T’s electronic ordering system followingstandardized order issuance procedures.

 

AdditionalResponsibilities:

 

Suppliershall be responsible for all activities supporting the Ordering process such astraining, including initial new-hire and supplemental training, vendorcertifications, metric support and management, communication and compliance ofprocess issues / changes, and escalation/exception management.

 

·                  Supplier will work with AT&T’s ProgramManager, Process and Metrics personnel to evaluate day-to-day operations andmonthly metrics to identify and implement process improvements that decreaseintervals and improve accuracy;

·                  Document processrequirements and logs in appropriate data bases and systems;

·                  Review all methods and procedures etc.,provided by AT&T, on a daily basis for updates;

 

**ATS Telepresence Customer Care Services**

 

Supplier shall provide services to AT&T for Telepresence CustomerCare.

 

Supplier shall perform Customer Care services associated withTelepresence services for new and existing AT&T business customers, usingAT&T processes and systems as defined by AT&T.  Supplier shall perform the Customer Careprocess, which is defined as Supplier accepting and resolving customerinquiries regarding as outlined and defined below:

 

Supplier shall perform the following customer care functions:

·                  Provide high-quality service;

·                  Document processrequirements and logs in appropriate data bases and systems;

·                  Review all methods and procedures etc. provided by AT&T, forupdates;

·                  Handle each vendor and internal user inquiry by greeting contactsproperly, establishing rapport, conducting appropriate fact finding, providingaccurate and complete information, displaying professionalism, resolvinginquiries and meeting all commitments;

 

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·                  Tracking and reporting activities, errors and progress on a regularbasis;

·                  Supplier’s Agents are expected to possess the following competencies:

·                  Professionalism

·                  CourteousnessExcellent customer service skills

·                  Accuracy andcompleteness

·                  AdministrativeFunctions

·                  Internet/browser/emailknowledge

·                  PC/applicationexperience

·                  Customer facingskills

·                  Help desk

·                  Intermediatedatabase use

·                  Technicalskills for data connectivity.

·                  Provideoutbound correspondence, if necessary, to properly fulfill certain customerrequests.

·                  Complete allcallbacks in accordance with the following:

·                  Any customerrequest or inquiry must be completed expeditiously as defined by AT&T

·                  Outboundcalling may result as part of resolving ordering status or internal meetingsand collaboration.

 

**Supplier Roles and Responsibilities**

 

Supplier’sAgents shall provide satisfaction for their handling of vendors from start toresolution, which includes the following:

 

·                  Supplier shallperform all necessary ordering system support, which shall include performingall follow-up work, needed to update accounts.

·                  Adhere to AT&T’s documented order qualityguidelines provided by AT&T.

·                  Review, implement and comply with AT&Tadvisories and process changes as provided by AT&T.

·                  Adhere to documented processes provided byAT&T to track and report work activities and progress.

 

Suppliersshall provide Supervisors who shall be responsible for Agent performance, whichincludes the following:

 

·                  Provide leadership and supervision to Agents.

·                  Conduct monthly development sessions witheach Agent to discuss performance.

·                  Manage adherence to AT&T’s documentedcall quality guidelines.

·                  Review, implement and comply with AT&T’sdocumented processes to track and report work activities and progress as describedin Section O Reports / Status Requirements.

·                  Provide on-going qualityimprovement, which includes, but is not limited to, Agent performance,reporting, Supplier’s work processes, customer care functions, and escalationmanagement.  Supplier shall communicateto AT&T on a quarterly basis, all quality initiatives that Supplierimplemented.

 

Suppliershall provide a Program Manager position, which is responsible for, but notlimited to, the following:

 

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·                  Act as primary interface between AT&T andSupplier’s personnel assigned to the Program.

·                  Oversee personnel assigned to the Program,including performance, process adherence, communication, and reportingfunctions.

·                  Review, implement and/or comply with AT&T’sdocumented processes.

·                  Adhere to AT&T’s call quality guidelinesand provide team coaching as appropriate

·                  Provide on-going quality improvement, andcommunicate all quality initiatives implemented on a quarterly basis toAT&T.

·                  Ensure each employee receives training asdefined in Section D Training.

 

**B.  Hours/Days of Operation**

 

Suppliershall provide services during the following days/times.

 

Mondaythrough Friday, from 8:00 AM until 8:00 PM Eastern time (referred to herein as “businesshours”). If necessary additional hours or weekend support may be required.

 

Suppliershall manage the Agents to cover the time periods set forth above.  Agents shall not exceed [*] in any given weekwith prior written approval by AT&T.

 

Theabove hours and/or days of operation are subject to change as agreed upon ordesignated in writing by AT&T.

 

Inaddition, services authorized by AT&T in writing shall be provided, asdetermined by AT&T, outside normal business hours to complete specialprojects where appropriate.  Suppliershall provide [*] pagers to all Suppliers supervisory positions for after-hourscontact.

 

**C.  Volume and Forecasting Process**

 

AT&T’sinitial requested volume authorized under this Order is [*] fully trained FTE’sfor this Program, however, such volume may reach up to [*] FTEs, subject toAT&T’s written approval.  AT&Treserves the right at any time to increase/decrease the number by FTEs byproviding written notice to Supplier.  Inaddition, Supplier shall provide [*] Dedicated Area Manager until such time asthe Parties agree that a dedicated Area Manager is not required. Such managershall be compensated pursuant to the rate shown in Section 4 Pricing.

 

AT&Tcannot currently estimate the first year Volume Forecast.  AT&T will continue to develop forecastingprocesses for the line of business covered by this Statement of Work.

 

AT&T shall compensateSupplier for the number of approved FTEs, pursuant to the Agent rate shown in Section 4Pricing.

 

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**D.  Training**

 

Suppliershall provide, at Supplier’s facilities, a training and education staff for allnew hire and supplemental training for all Agents (“Agents”), as part of theProgram requirements.  Supplier warrantsthat this training and education staff will have extensive knowledge ofprocurement and skill requirements mentioned herein. Supplier shall provide aquality-training program that ensures proficiency in both basic order entry andcustomer care soft skills.  Supplieragrees that Agents shall receive, at a minimum, the following training:

 

TheTelepresence Operations training package may include, but not be limited to:

·                  Telepresence Overview

·                  System and Tools training

·                  SmartNet Renewal Training

·                  Equipment and Services Procurement Training

·                  Minimum curriculum requirements necessary toprovide new associates with a basic knowledge of call center/customer service,network equipment procurement, Accounts receivable/billing preparation

·                  Computer Literacy (including email, Excel,Word, PowerPoint Visio, Online Web forms)

·                  Customer care skills (e.g., handlingdifficult customers, customer dissatisfactions, objections, etc.)

·                  Ordering functions (data gathering, ordermanagement, order validation, escalation / expedite activity, etc.)

·                  AT&T Systems (functionality andcompliance) - AT&T shall provide a list of AT&T systems necessary touse to support the Work.

 

Durationof Training is [*] ([*]) and the training class size shall be no greater thanfifteen (15) Agents without AT&T’s written approval.  Training to begin on April 21, 2010 forinitial FTEs.

 

Trainingcosts for new Agents authorized by AT&T in writing shall be compensated inaccordance with the rates shown in Section 4 Pricing of this Order.

 

Asnew AT&T processes are developed, the Agents will continue to participatein training at no additional charge to AT&T.

 

Supplieragrees to create and maintain a Tier I Agent Support Process to manage allSupplier process and ongoing training issues. Agent Support Process is defined as follows:  Such Tier I Agent Support Process shall bestaffed with Supplier personnel trained and qualified as the Supplier’s SubjectMatter Expert (“SME”) and manage all Supplier process and trainingmatters.  AT&T and Supplier shallmutually agree to Supplier SME’s training and qualification.  Such Tier I Agent Support process developedby Supplier shall be the first choice of information and escalations.  As a last resort, AT&T may provide, ifdeemed necessary by AT&T, advice and guidance to Supplier SME for knowledgeof products and services, processes, and general information. * *AT&T personnelshould be enlisted for assistance only after Supplier has exhausted allinternal resources.

 

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**E.  Systems and Telephony**

 

Suppliershall provide, at its sole cost and expense, all systems and telephonyequipment necessary to support the work performed. This should include, but isnot limited to:

 

·                  PBX equipment

·                  Work stations for remoteaccess to AT&T systems. Must be (minimum) Pentium processor with 128MEG ofRAM.

·                  Sufficient equipment tohandle the volumes of calls as anticipated in this Order.

·                  Sufficient support andmanagement administration to assure the continued operation of, and maintenanceof all equipment and telecommunications facilities*.*

·                  Monitored group email boxes,as defined mutually by the Parties.

 

Suppliershall provide all facilities necessary to access AT&T’s systems and managethe volume of calls as AT&T deems appropriate*.* AT&T may provide to Supplier secure access proceduresfor accessing the appropriate ordering and tracking systems along with therequired operating system requirements, which Supplier agrees to follow.  Additionally, AT&T will at its solediscretion attempt to provide sufficient access (modem pools, etc.) tosupport remote access to systems via Supplier provided workstations. AT&T’sfailure to provide system access will not constitute a breach of contract byAT&T nor shall such failure relieve Supplier of its obligations to timelyperform Work, unless performance is rendered impossible because of suchfailure.

 

Unlessotherwise required by law, Supplier Agents, when interfacing electronicallywith AT&T customers, shall use an AT&T email address provided byAT&T for the purpose of identifying that the Agent is providing services onbehalf of AT&T.

 

**F.  Change Management**

 

·                  Supplier will not make any changes toAT&T policies and procedures without prior written approval of AT&T’sProgram Manager.

·                  An AT&T Program Manager will be assignedand will act as liaison between Supplier and AT&T.

·                  Supplier shall work with AT&T’s designatedProgram Manager.

·                  Change requests for systems, processes andother program requirements will be submitted in writing by the Party requestingsuch change to the other Party.

·                  Supplier will provide dedicated contractmanagement and project interface at no additional cost to AT&T.

 

**G.  Direct Measures of Quality(DMOQ)**

 

TheDirect Measures of Quality (DMOQs) applicable to this program are shownbelow.  AT&T and Supplier shallreview these DMOQs after the first [*] and [*] after production and to determineif any changes are required.  At suchtime, the Parties shall mutually agree on any changes to the DMOQs and shallamend this Order to reflect such DMOQs.

 

Suppliershall comply with the DMOQs set forth below which shall be measured monthly,based on current month’s performance. Performance categories are as follows:

 

·                  High-levelend-to-end ordering and customer care process

 

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·                  Taskspecific ordering work required — system order tracking

·                  Basicjeopardy troubleshooting/resolution and escalation procedures

·                  Systemaccess and navigation procedures

·                  Additionalmeasurements as agreed upon by both Parties

 

Supplier shall comply with the established DMOQs, unlessotherwise approved in writing by AT&T. AT&T reserves the right to change the targetsat any time by providing advance written notice to Supplier.  Suppliershall make all reasonable efforts to meet/exceed such revised DMOQs uponreceipt, but no later than [*] after notification by AT&T.

 

**Telepresence Procurement**

 
| **DMOQ**                | ** ** | **Definition**                                                                                                                                       | ** ** | **Objective**                                                                                                                                                                                                      |
|-------------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **1. Productivity**     |       | Total number of orders completed by the team per month  or average orders per week                                                                   |       | > [*]-[*] orders per agent per week                                                                                                                                                                             |
| **2. Cycle Time**       |       | Average number of days from Agent order receipt to order  completion; cycle time is defined as: from receipt of Equipment Order List to  PO Creation |       | [*] from time request has been received until  it is processed.  [*] from time orders have been received,  processed, equipment delivered and bill prepared.                                                       |
| **3. Order Quality**    |       | Number of orders that do not successfully complete the  ordering process due to Agent error is measured annually                                     |       | Unsatisfactory if more than [*] orders require  adjustments, Poor if more than [*] orders require adjustments, Good if  [*]-[*] orders require adjustments, Excellent is less than [*] orders require  adjustments |
| **4. Orders Completed** |       | Close  orders within [*] days includes: resolve any post RMA, trade in and other  credit and adjustment issues in a timely manner                    |       | Unsatisfactory [*] % in <[*] days  Poor [*]-[*] % in <[*] days  Good [*]% in <[*] days  Excellent [*] % in <[*] days                                                                                   |

 

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| **DMOQ**                                     | ** ** | **Definition**                                                                                                      | ** ** | **Objective**                                                                                                                                                                                                                                     |
|----------------------------------------------|------------|---------------------------------------------------------------------------------------------------------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **5. Customer Service client response time** |       | Answer  800 number and respond to client queries without passing to another agent or  supervision within AT&T   |       | Unsatisfactory <[*]% queries handled within [*]  Poor [*]% - [*]% queries handled within  [*]  Good [*] — [*]% handled within [*]  Excellent >[*]% queries handled within  [*]                                                         |
| **6. Customer Satisfaction**                 |       | % of highly satisfied customer experiences as measured  by annual customer surveys, client feedback or testimonials |       | Unsatisfactory< [*] positive or > [*]  negative responses  Poor [*] — [*] positive or > [*]  negative responses  Good [*] — [*] positive or <[*]  negative responses  Excellent >[*] positive or [*]  negative responses |

 

Callhandling guidelines will be provided and covered in initial training.

 

Based on reports provided byAT&T at its sole discretion, which may include available raw data, Suppliershall use such reports and/or data in combination with its own trackingresources to compute the calculations of AT&T designated metrics.

 

Suppliershall actively participate, at no cost to AT&T, in any DMOQ improvementinitiatives as set forth by AT&T and agrees to furnish supplementaldocumentation upon request.

 

Suppliershall maintain Individual Performance records for each Agent, based on themeasured DMOQs.  These records shall becompiled on a monthly basis and maintained for the life of the Agreement.  Supplier shall promptly provide this detailto AT&T upon request.

 

Inthe event that one or more DMOQs listed herein are not met for the calendarmonth, Supplier shall develop an action plan to correct the deficient area(s),and shall submit in writing for AT&T’s approval, such action plan within[*] after the deficiency is identified. If such action plan is approved in byAT&T in writing, Supplier shall implement such action plan within [*] afterapproval.

 

Inthe event that the first action plan is not approved by AT&T, AT&T mayrequest Supplier to revise such action plan and submit to AT&T, in writingthat action plan within [*] after the deficiency is identified. If such actionplan is approved by AT&T in writing, Supplier shall implement the revisedaction plan within [*] after approval.

 

Inthe event that the revised action plan is not approved by AT&T, AT&Tmay request Supplier again to revise such action plan and submit to AT&T inwriting that action plan within [*] after the deficiency is identified.  If such revised action plan is approved byAT&T in writing, Supplier shall implement such revised action plan within[*] after approval. If the revised action plan still does not meet AT&T’ssatisfaction, this failure by Supplier shall be considered a materialbreach.  In 

 

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addition,if Supplier fails to correct the deficiencies in any approved action plan itshall be deemed a material breach of this Order.

 

Nothingherein shall limit AT&T’s right to terminate this agreement pursuant to theSection 3.4 of the Agreement.

 

**H.  Holidays**

 

Suppliershall not perform nor invoice for work on the following US holidays unlessrequested by AT&T in advance, in writing:

 

New Year’s Day

Memorial Day

Independence Day

Labor Day

Thanksgiving Day

Christmas Day

 

**I. Staffing**

 

Supplier shall provide sufficient resourcesequivalent in knowledge and skill sets as they pertain to Agent positions basedon the forecasting requirements shown in Section C “Volume and Forecasting”.

 

In addition, Supplier shall provide supervisorysupport and project management expertise, which shall be at Supplier’s solecost and expense.  Supplier’s personnelshall not work on any other AT&T programs without prior notification andAT&T’s consent. In no event, shall such personnel work on any non-AT&Tprogram.

 

Iffor any reason whatsoever Supplier’s staffing falls below the resourcesrequired to support the forecasted volumes provided by AT&T, Supplier shallnot be excused from meeting or exceeding the DMOQs in this Order.  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 authorizeovertime to meet or exceed the DMOQs until the required resource levels aremet.   The provisions of this paragraphare in addition to and not in limitation of all other rights and remediesAT&T may have as a result of Supplier’s failure to provide such resources.

 

Staffing Control

 

AT&T may request immediate removal and replacementof any Agents(s) or other employee(s) of Supplier (e.g., trainers,supervisors, managers, etc.) for performance reasons at any time.  Supplier shall, at Supplier’s sole expense,remove and replace such Agent(s) or employee(s).  Supplier shall not reassign such Agent(s) oremployee(s) to any other AT&T Program(s).  Likewise, an employee who was removed fromanother AT&T Program for performance reasons may not be reassigned to thisOrder.

 

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AT&T may request removal of employees working underthis Order based on performance issues which may include, but are not limitedto:

 

·                  Not meeting AT&T processes and/or DMOQs.

·                  Providing the customer with information that misrepresents or misleadsthe customer about features and/or benefits of the program.  This may include, but is not limited toinformation about rates, reoccurring charges, etc.

·                  Providing other AT&T employees with information that misrepresents ormisleads them about the status of an order.

·                  Failure to provide timely and/or accurate status of an order to acustomer or other AT&T employee.

·                  Use of inappropriate language or acting in a discourteous manner(including racial slurs, sexual comments, profanity, etc.)

·                  Acting in a rude manner or using an inappropriate tone (e.g., yelling orrepeatedly interrupting a customer or AT&T employee)

 

Suppliershall comply with such request and ensure timely transition of all pending workto another representative.

 

**J.  Security**

 

Suppliershall abide by and assure full compliance with the contractual requirementsconcerning AT&T’s proprietary information (including but not limited toCPNI (“Customer Proprietary Network Information”) and ensure that theiremployees operate with the highest standard of business ethics.  Additionally, Supplier will manage aninventory of all System IDs issued to Supplier employees, assuring the deletionof said System IDs when Supplier employee resigns, transfers to a non-AT&Tprogram, or transfers to other AT&T business units other than ServiceProvider.

 

**K. Workforce Management Plan**

 

Supplier shall provide AT&T with a minimumthirty-day (30) notice of any planned changes (not including resignations) toArea, Program, District and Division Manager position staffing.   Whenever an individual in one of thesepositions is replaced, Supplier shall provide AT&T with a documentedcandidate selection and transition process, along with a description of theproposed candidate’s skills and experience.

 

**L.  Post Outage Review and Root Cause Analysis**

 

In the event any telecommunications services orprocesses are not operating properly, Supplier shall take immediate andappropriate action in accordance with Supplier’s business continuity plan torectify the malfunction and shall immediately notify AT&T Representativewithin [*] of the service-affecting situation and of remedial action taken.

 

Suppliershall 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 onFriday 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 actionstaken.  Results of the root causeanalysis shall be provided to AT&T in writing in a format 

 

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mutuallyagreed to by the Parties. The post outage review shall cover the details of theincident and the actions taken for resolution and prevention.

 

**M. ****Productivity Improvement / Cost Reduction**

 

During the term of thisOrder, AT&T and Supplier shall work together to reduce total time and worktime per customer order and improve all tasks associated with this Programrecognizing that quality must not be impaired.

 

Supplier agrees to identifyproductivity improvements to drive cost reductions and headcount reductionsassociated with Supplier’s billable rates. AT&T’s Program Representativehas sole discretion to review and approve any headcount reduction, productivityimprovement and/or cost reduction initiative identified by Supplier.  If such headcount reduction, productivityimprovement and/or cost reduction initiative is approved by AT&T, Suppliershall implement such initiative and once the cost savings have begun to berealized, all applicable cost reductions shall immediately be applied to allcharges by Supplier invoiced to AT&T, per the applicable rates listed in Section 4Pricing and any gain sharing initiatives that have been mutually agreedupon.  If any substantial expense orcapital investment is required by Supplier to implement an approved productivityimprovement or cost reduction initiative, AT&T and Supplier will mutuallyagree to any such investment arrangement.

 

**N.  General Items**

 

Unless otherwise requiredby law, Supplier Agents, when interfacing with AT&T customers andspecifically questioned regarding their employment, Agent shall for the answerthat the Agent is providing services on behalf of AT&T.

 

Any Supplier Employee related to this Program, either byfunction or by title, shall not enter into business agreements, nor act asagent for, any AT&T competitor in a facility dedicated to this Program.

 

**O.  Reports/Status Requirements**

 

AT&T will provide Supplier, at AT&T’s solediscretion, timely access to the data necessary to generate the required daily,weekly, and monthly reports set forth below which shall be provided bySupplier.

 

1.                                       Providerequired periodic reporting to AT&T:

a)              Daily incoming ordering logincluding, but not limited to, the following information on an order by orderbasis:  date and time order received,customer name, customer PO number, date and time assigned and assigned to, dateand time order is validated clean and ready to process, total amount (dollarsof the order) order type (turnkey, ready or standard) AT&T email contact,date entered into ordering system (s), purchase requisition  number, expected completion date, actualcompletion date, orders held, orders rejected back to AT&T’s originator, ,

b)             Headcount listing,organizational charts and escalation contact lists.

c)              Others as deemed necessaryby AT&T.

 

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2.                                       Supplier shallpro-actively manage its resources down to the individual level in a formatsatisfactory to AT&T.

 

3.                                       Supplier’sProgram Manager shall attend daily, weekly and monthly status meetings asestablished by the AT&T. Such meetings shall be at Supplier’s sole cost andexpense.

 

4.                                       A quarterlyreview of Program content and implementation will be performed between AT&T’sProgram Manager and Supplier’s Program Manager. Weekly operational calls may also be held between AT&T and Supplier’sProgram Managers.  AT&T may requestdaily reviews when business results and metrics warrant.  These reviews will be conducted at theconvenience of both Parties.

 

Supplier,at its’ sole expense, shall implement and use the appropriate projectmanagement tools and reporting systems in order to effectively and efficientlymanage AT&T provided order volumes and provide timely and accurate statusto AT&T and its’ customers.

 

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