**EXHIBIT 10.10**

 

Amendment

 

 

20070105.006.A.003

 

 

Between

 

 

StarTek, Inc.

 

 

And

 

 

AT&T Services, Inc.

 

----

 

**AMENDMENTNO. 3**

 

**AGREEMENTNO. 20070105.006.C**

 

This Amendment, effectiveon the date when signed by the last Party (“Effective Date”), and amending AgreementNo. 20070105.006.C, is by and between StarTek, Inc., a Delaware corporation (“Supplier”),and AT&T Services, Inc., a Delaware corporation (“AT&T”), each of whichmay be referred to in the singular as a “Party” or in the plural as the “Parties.”

 

**WITNESSETH**

 

**WHEREAS**, Supplier and AT&T entered intoAgreement No. 20070105.006.C on January 26, 2007 (the “Agreement”); and

 

**WHEREAS**, Supplier and AT&T desire to amendthe Agreement as hereinafter set forth.

 

**NOW,THEREFORE**, inconsideration of the premises and the covenants hereinafter contained, theParties hereto agree as follows:

 

1)              Section**2.0 “Definitions**”, is hereby amended asfollows:

 

a.               Sub-section2.24, **“Customer Service Representative” or “CSR”**,is hereby added to the Agreement and is fully incorporated therein by thisreference:

 

**2.24    “Customer Service Representative” or “CSR”** means a Supplier employee who iscontacted by and speaks with AT&T customers either via telephone, email oron-line chat sessions on behalf of AT&T. A CSR provides support, answers questions and solves problems related toAT&T Products or Programs.

 

b.              Sub-section2.25, “**Average Handle Time**”, is hereby addedto the Agreement and is fully incorporated therein by this reference.

 

**2.25    “Average Handle Time”**is defined as the total time a CSR is intalk time plus after-call wrap time plus hold time divided by the number ofcalls taken by the CSR in the measured period of time.

 

c.               Sub-section2.26, “**Nesting**”, is hereby added to theAgreement and is fully incorporated therein by this reference.

 

**2.26    “Nesting”**means the period after CSRs have completed theclassroom training and are receiving inbound calls in the Productionenvironment with mentoring and coaching.

 

d.              Sub-section2.27, “**Product**” or “**Program**”,is hereby added to the Agreement and is fully incorporated therein by thisreference.

 

**2.27    “Product” or “Program”**means AT&T services and customersupport services related thereto.

 

**Proprietaryand Confidential**

ThisAgreement and information contained therein is not for use or disclosureoutside of AT&T, its Affiliates, and third party representatives, andSupplier except under written agreement by the contracting parties.

 

2

----

 

e.               Sub-section2.28, “**Production**”, is hereby added to theAgreement and is fully incorporated therein by this reference.

 

**2.28    “Production”**is defined as the mode when CSR’s, aftersuccessfully completing the prescribed new hire training program, are handlinglive calls from AT&T customers.

 

f.                 Sub-section2.29, “**Project**”, is hereby added to theAgreement and is fully incorporated therein by this reference.

 

**2.29    “Project”**is defined as any effort for which an Order is createdin support of AT&T.

 

g.              Sub-section2.30, “**Special Terms and Conditions**”, ishereby added to the Agreement and is fully incorporated therein by thisreference.

 

**2.30    “Special Terms and Conditions”**means written terms and conditions thatare (a) different from or additional to the terms and conditions set forth inthis Agreement, (b) specifically negotiated by the Parties in reference to anOrder, (c) expressed in an Order or incorporated by reference.

 

h.              Sub-section2.31, “**Warm Transfer**”, is hereby added to theAgreement and is fully incorporated therein by this reference.

 

**2.31    “Warm Transfer”**is defined as the process of transferringa customer seeking information to the appropriate resource to assist thecustomer.  During the call transfer, thetransferring CSR will introduce the calling customer to the receiving CSR andprovide a brief overview of the customer.

 

2)              Deletesubparagraphs b and i of Section 3.19**“Invoicing and Payment”**and replace with the following new subparagraphs b and i:

 

b.        AT&T shall pay all properly rendered invoices [*]%net [*] days of receipt for all work performed by Supplier for all Ordersissued under this Agreement.  AT&Tshall pay all properly rendered invoices [*]% net [*] days of receipt forOrders for Services performed for AT&T Mobility, LLC that are active as ofthe effective date of this amendment. If AT&T disputes an invoice, it shallpay the undisputed portion in a timely fashion but shall not be obligated topay the disputed portion until the parties have resolved the dispute.  AT&T’s failure to pay the undisputedportion in a timely fashion shall not be deemed a waiver of its right tocontest the disputed charges.

 

i.            Eachmonth, AT&T shall be entitled to the discounts shown in the table below,based on the cumulative value of **all**work performed by Supplier during the month for all Orders issued under thisAgreement, except however that Orders for Services performed for AT&TMobility, LLC that are active as of the effective date of this amendment shallbe excluded.  Any discounts shall besubmitted as a separate credit memo to be issued against the applicable Orderin which the credit applies and must be issued by the end of the month in whichthe invoice was issued.  If no furtherpayments are owed to Supplier under an applicable Order that is eitherCancelled, Terminated or expired, and a credit is still owed, Supplier shallissue a check to AT&T for such credit within [*] days after suchTermination, Cancellation or expiration.

 

**Proprietaryand Confidential**

ThisAgreement and information contained therein is not for use or disclosureoutside of AT&T, its Affiliates, and third party representatives, andSupplier except under written agreement by the contracting parties.

 

3

----

 

3)              TheDiscount Table and Example shown in Subparagraph i of Section 3.19 **Invoicing and Payment** is hereby modified asfollows:

 

Theterms “Contractor” and “Company” used in the discount table heading and in theparagraph entitled “Example of discount” shall now read “Supplier” and “AT&T”respectively.

 

4)              Thefollowing Section 4.22, “**Change Management**”,is hereby added to the Agreement and is fully incorporated therein by thisreference:

 

**4.22****         ****Change Management**

 

AT&T may at any time during the progress of theServices pursuant to an Order require additions, deletions or alterations (allhereinafter referred to as a “Change”) to the Services. Within [*] days after arequest for a Change, Supplier shall submit a Program Change Notice (PCN),attached hereto as Appendix J, to AT&T that includes any changes in Supplier’scosts or in the delivery of Service schedule necessitated by the Change.Supplier shall submit a proposal to AT&T, which includes any changes inSupplier costs or in the delivery or Program(s) schedule necessitated by theChange. AT&T shall, within [*] business days of receipt of the proposal,either (i) accept the proposal with a written amendment to the applicable Orderor fully executed PCN directing Supplier to perform the Change or (ii) adviseSupplier not to perform the Change in which event Supplier shall proceed withthe original Program(s) in accordance with the applicable Order. No such Changeshall be considered, nor shall Supplier be entitled to any compensation forwork done pursuant to or in contemplation of a Change, unless made pursuant toa written amendment to the applicable Order or fully executed PCN issued byAT&T.

 

5)              Thefollowing Section 4.23, “**Call Flow and ScriptApproval**”, is hereby added to the Agreement and is fullyincorporated therein by this reference:

 

**4.23 CallFlow and Script Approval**

 

AT&T shall beresponsible for and must approve scripts, order forms, and report formats to beused by Supplier for Services provided pursuant to an Order.  If Supplier desires any changes whatsoever tothe aforementioned scripts, forms or formats, then Supplier must obtainAT&T’s prior written approval of such changes.

 

6)              Theattached Appendix J — “**Program Change Notice**”is hereby added to the Agreement and fully incorporated therein by thisreference.

 

7)              DeleteAppendix AA (Background Checks) and replace with the attached Appendix AA(Background Checks).

 

The terms and conditionsof Agreement No. 20070105.006.C in all other respects remain unmodified and infull force and effect.

 

Original signature transmitted and received viafacsimile or other electronic transmission of a scanned document, (e.g., .pdfor similar format) are true and valid signatures for all purposes hereunder andshall bind the parties to the same extent as that of an originalsignature.  This Agreement may beexecuted in multiple counterparts, each of which shall be deemed to constitutean original but all of which together shall constitute only one document.

 

**Proprietaryand Confidential**

ThisAgreement and information contained therein is not for use or disclosure outsideof AT&T, its Affiliates, and third party representatives, and Supplierexcept under written agreement by the contracting parties.

 

4

----

 

**INWITNESS WHEREOF**,the Parties have caused this Amendment to Agreement No. 20070105.006.C to beexecuted, as of the date the last Party signs.

 

 
| **StarTek, Inc.** | ** **            | **AT&T Services, Inc.** |
|-------------------|-----------------------|-----------------------------|
| ** **        | ** **            | ** **                  |
| By:               | /s/ A. Laurence Jones |                        | By: | /s/ Karen Tays |
|              |                  |                        |   |   |
| Printed Name:     | A. Laurence Jones     |                        | Printed Name: | Karen Tays |
|              |                  |                        |   |   |
| Title:            | President & CEO   |                        | Title: | Senior Contract Manager |
|              |                  |                        |   |   |
| Date:        | 6/24/09               |                        | Date: | 6/23/09 |

 

**Proprietaryand Confidential**

ThisAgreement and information contained therein is not for use or disclosureoutside of AT&T, its Affiliates, and third party representatives, andSupplier except under written agreement by the contracting parties.

 

5

----

 

Appendix J

 

PROGRAM CHANGE NOTICE

 
| PRIORITY: |   | High o | Medium o | Low o |
|-----------|--------|--------|----------|-------|

 
| PROGRAM:  | DATE:                     |
|-----------|---------------------------|
|      |                      |
| SUPPLIER: | AT&T PRIMARY CONTACT: |

 

DESCRIPTIONOF CHANGE:

 

 

 

# **ADDITIONAL COST (IF ANY):**

 

 

 

# **IMPLEMENTATION PLAN ATTACHED?  YES**o  NO  o

 

## **ALL SUPPORTING MATERIALS ATTACHED?  YES**o   NO  o

 

 

APPROVAL SIGNATURES:

 
| Supplier:      |   |   | AT&T:      |   |
|----------------|--------|--------|----------------|--------|
|           |   |   |           |   |
| By:            |   |   | By:            |   |
|           |   |   |           |   |
| Printed  Name: |   |   | Printed  Name: |   |
|           |   |   |           |   |
| Title:         |   |   | Title:         |   |
|           |   |   |           |   |
| Date:          |   |   | Date:          |   |

 

 

PLEASENOTE:  No additional changes for aProgram will be authorized until Supplier receives a signed PCN from AT&T.

 

**Proprietaryand Confidential**

ThisAgreement and information contained therein is not for use or disclosureoutside of AT&T, its Affiliates, and third party representatives, andSupplier except under written agreement by the contracting parties.

 

6

----

 

## **AppendixAA — Background Checks**

## ** **

a.               **Definitions. **As used in this Appendix,the terms set forth below shall have the following meanings:

 

1.               **Access** shall meandirect or indirect access, whether physical, virtual, or otherwise, to any ofAT&T’s employee or customer Information or any of AT&T’s or AT&T’scustomer’s (i) premises, (ii) systems or software, or (iii) networks.

 

2.               **BackgroundCheck, with respect to any Supplier Person, shall mean:**

 

Supplier’s;

(a) [*]

(b) [*]

(c) [*]

(d) [*]

 

3.               **Arraignedor Convicted,**with respect to a Supplier Person, shall mean thatsuch person is awaiting trial for or has been convicted, or pled guilty (i) ofa felony, or (ii) of a misdemeanor involving (a) violence, (b) sexually relatedconduct, or (c) burglary, theft, fraud or other financial crimes, or (d) weaponspossession.

 

4.               **Claims**shall meanclaims, investigative actions, suits, or proceedings for Losses.

 

5.               **CriminalBackground Check,**with respect to any Supplier Person, shall mean (i) acriminal background check of such person covering each [*], and (ii) a searchof each Registry to determine whether such person is identified as a SexOffender.

 

6.               **DrugScreen,**with respect to any Supplier Person, shall mean thetesting of such person for the use of illicit drugs, including thecannabinoids, cocaine, amphetamines, opiates, and phencyclidine.

 

7.               **IdentificationCredentials,**with respect to any Supplier Person, shall meanindicia of such person’s identity, including his or her date of birth, SocialSecurity Number (and/or, if applicable, other national identification number),country of citizenship (and, if applicable, status in U.S. as an alienpermanent resident, holder of an HB1 visa, etc.), and employment history duringthe Period.

 

8.               **Include**(all formsthereof) shall mean include without limitation by virtue of enumeration.

 

9.               **Losses**shall meanlosses, damages, fines, penalties, liabilities (e.g., settlements andjudgments) and expenses (e.g., interest, court costs, and reasonable attorneys’and other third party fees and expenses and other litigation expenses) that maybe or actually are suffered, incurred, or sustained by AT&T or to whichAT&T becomes subject.

 

**Proprietaryand Confidential**

ThisAgreement and information contained therein is not for use or disclosureoutside of AT&T, its Affiliates, and third party representatives, and Supplierexcept under written agreement by the contracting parties.

 

7

----

 

10.         **Period,**with respect toSupplier’s Background Check of any Supplier Person, shall mean the [*] yearspreceding such background check.

 

11.         **Registry**shall mean eachregistry or compilation, including each website, maintained by each federal orstate agency that identifies or sets forth a registry of convicted SexOffenders.

 

12.         **Resolved,**with respect toany arrest or conviction reported by a Supplier Person to Supplier or Supplier’ssubcontractor or agent, shall mean that Supplier has reviewed such arrest orconviction and has taken appropriate action with respect thereto.

 

13.         **Self-Reporting,**with respect to any Supplier Person, shall mean formal writtenrequirements and procedures of Supplier or Supplier’s subcontractor or agentthat require such person to report arrests and convictions to Supplier or suchsubcontractor or agent.

 

14.         **SexOffender**shall mean any person identified or registered as aconvicted sex offender in any Registry.

 

15.         **SupplierPerson**shall mean each employee or temporary worker of (i) Supplier, (ii) eachsubcontractor of Supplier, and (iii) each agent of Supplier.

 

16.         **SpecifiedService**shall mean any Service that permits or requiresAccess.

 

b.              Background Checks ofSupplier Persons Performing Specified Services

 

1.               In each case to the extentpermissible under applicable law, including any such law governing therehabilitation of offenders or restricting the disclosure of drug-screeningresults.

 

i                     Initial Background Check.  Supplier shall conduct an initial BackgroundCheck of each Supplier Person whom Supplier proposes to have perform anySpecified Service

 

ii                  [*]; Officer Certification.  Supplier shall thereafter [*] conduct a [*] ofeach Supplier Person performing any Specified Service (unless such person issubject to Self-Reporting and Supplier has Resolved any [*] reported by suchperson).  Supplier shall cause one of itsofficers to certify to AT&T Supplier’s compliance with this section b(1)(ii)in the form set forth below.  Suppliershall send such certification to the AT&T contact for notices set forth inthe Agreement.

 

iii               Supplier Indemnification ofAT&T.  Supplier shall indemnify,defend and hold harmless AT&T from any Claims, resulting from, arising outof, or relating to Supplier’s use of any Supplier Person to perform anyspecific service who has been Arraigned or Convicted or identified on aRegistry as a Sex Offender prior to, as applicable, (i) performing suchSpecified Service, or (ii) Supplier’s [*] of such person.

 

**Proprietaryand Confidential**

ThisAgreement and information contained therein is not for use or disclosureoutside of AT&T, its Affiliates, and third party representatives, andSupplier except under written agreement by the contracting parties.

 

8

----

 

2.               Supplier Representation asto Drug Screening, Arraignments and Convictions, Sex Offenses.  Supplier (i) represents and warrants that noSupplier Person who Supplier proposes to have perform any Specified Servicepresented a positive drug screen, has been Arraigned or Convicted within thePeriod, or is identified on any Registry as a Sex Offender, and (ii) shall notpermit any Supplier Person, who has presented a positive drug screen, or whohas been Arraigned or Convicted within the Period, or who has been identifiedon any Registry as a Sex Offender, to perform any Specified Service.

 

3.               Supplier Responsibilitieswith respect to Supplier Person’s Identification Credentials.

 

i                     Supplier shall make allreasonable efforts to ensure that no Supplier Person who Supplier proposes tohave perform any Specified Service, (i) falsifies any of his or herIdentification Credentials, or (ii) fails to disclose any information in thehiring process relevant to the performance of such Services.

 

ii                  Supplier shall not permit toperform any Specified Service, but shall instead immediately remove from theperformance thereof, any such person who has falsified any IdentificationCredential or failed to disclose any such information.

 

**iii****           **Supplier shall indemnify, defend and holdharmless AT&T from any Claims for Losses, resulting from, arising out of,or relating to Supplier’s use of any Supplier Person to perform any specificservice who has falsified any such Identification Credential.

 

Certificationof Compliance — [*] Criminal Background Check

 

Startek,Inc. (“Supplier”) and AT&T Services, Inc. (“AT&T”) are parties toAgreement No. (insert number) dated [insert date of Agreement] (the “Agreement”).  Capitalized terms used but not otherwisedefined herein have the meanings set forth in the Agreement.

 

TheAppendix to the Agreement entitled “Background Checks” (the “Background CheckProvision”) provides that Supplier shall [*] cause one of its officers tocertify Supplier’s compliance with section b(1)(ii) of the Background CheckProvision.

 

**Proprietaryand Confidential**

ThisAgreement and information contained therein is not for use or disclosureoutside of AT&T, its Affiliates, and third party representatives, andSupplier except under written agreement by the contracting parties.

 

9

----

 

Pursuantto the requirements of the Background Check Provision, I hereby certify that Supplieris in compliance with section b(1)(ii) thereof and, specifically, with respectto each Supplier Person performing any Specified Service, either (a) Supplierhas within the past [*] conducted a Criminal Background Check and no suchperson has been Arraigned or Convicted or identified on a Registry as a SexOffender, or (b) during the past [*] such person has been subject toSelf-Reporting and Supplier has Resolved any arrest or conviction reported bysuch person.

 
| By              |   |   |
|-----------------|--------|--------|
|            |   |
|            |   |
| Name [printed]  |   |
|            |   |
|            |   |
| Title [printed] |   |
|            |   |
|            |   |
| Date [printed]  |   |

 

**Proprietaryand Confidential**

ThisAgreement and information contained therein is not for use or disclosureoutside of AT&T, its Affiliates, and third party representatives, andSupplier except under written agreement by the contracting parties.

 

10

----