**EXHIBIT 10.50**Amendment20070105.006.A.001BetweenStarTek, Inc.AndAT&T Services, Inc.
 
 

 
**AMENDMENT NO. 1****AGREEMENT NO. 20070105.006.C**This Amendment, effective on the date when signed by the last Party (“Effective Date”), andamending Agreement No. 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 which may bereferred to in the singular as “Party” or in the plural as “Parties.”**WITNESSETH****WHEREAS**, Supplier and AT&T entered into Agreement No. 20070105.006.C, on January 26, 2007 (the“Agreement”); and**WHEREAS**, Supplier and AT&T desire to amend the Agreement as hereinafter set forth.**Now, THEREFORE**, in consideration of the premises and the covenants hereinafter contained, theParties hereto agree as follows:1. Section 3.31 “Records and Audit” is hereby deleted in its entirety and replaced with the“Examination of Supplier Records” provision shown below.**“3.31 Examination of Supplier Records**a. Right to Audit – AT&T shall have the right from time to time to audit Supplier’sfacilities, computer systems, network, processes used to support this Agreement, informationhandling procedures as they relate to AT&T information, books and records for any purposerelating to this agreement, including, but not limited to evaluating Supplier’s compliance withand performance under this Agreement, the adequacy of Supplier’s performance of its obligationshereunder, and the accuracy of all expenses and other amounts submitted to AT&T for payment.With Supplier’s prior written consent, which consent shall not be unreasonably withheld, AT&Tmay bring in third parties to assist with any such audit who are first contractually bound tomaintain the confidentiality of everything made available to them during the course of suchaudit on such terms as are reasonably acceptable to Supplier.b. Access to Information — Supplier shall cooperate reasonably in any AT&T audit and toprovide AT&T’s representatives access to personnel, network and other facilities, books andrecords, and any location where Supplier maintains books and records relating to this Agreement.AT&T’s representatives may photocopy any books and records that pertain to this Agreement, butonly if such representatives obtain Supplier’s prior written consent with respect to each bookand record such representative proposes to photocopy, which consent shall not be unreasonablywithheld. All such photocopies shall remain the property of Supplier and be deemed to be“Confidential Information” of Supplier pursuant to Section 3.16 of this Agreement.**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 thecontracting Parties.
 
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c. Cost of Audit – With respect to any audit performed pursuant to Subparagraph a.,Supplier shall bear the expense of its employees and resources involved in such audit. AT&Tshall be responsible for all other expenses (e.g., AT&T’s employees and resources andthird-party costs) with respect to any audit performed pursuant to Subparagraph a. of thisSection except in the event that: (i) the audit reveals Supplier’s material noncompliance withor other material breach of this Agreement; or (ii) a random sampling of invoices reveals a netoverpayment by AT&T in excess of [*] of the total amount billed in such sampling of invoices. Inthe event the audit reveals either of the occurrences described in clause (i) or clause (ii) ofthe immediately preceding sentence, Supplier will promptly pay AT&T for all of AT&T’s reasonableout-of-pocket costs of such audit. In the event the audit reveals the occurrence described inclause (ii) of this Subsection, Supplier shall also pay AT&T interest equal to [*] per annum ofthe net overpayment by AT&T.d. Accounting and Certification — Supplier shall maintain complete and accurate books andrecords relating to this Agreement, including all expenses and other amounts submitted to AT&Tfor payment. Supplier shall keep its books and records in accordance with generally acceptedaccounting principles.  Upon request, Supplier shall certify as to the completeness and accuracyof its books and records. e. Record Retention — Supplier shall retain all books and records relating to all expensesand other amounts submitted to AT&T for payment for at least three (3) years from the date suchexpenses or other amounts are submitted to AT&T for payment. f. Audit Findings — Promptly after it receives an audit that identifies anout-of-compliance or other issue, Supplier shall deliver to AT&T a report that details how itplans to remedy each such issue. Supplier shall complete its remedial actions to AT&T’sreasonable satisfaction no later than [*] after Supplier receives the audit.”2. Delete Subparagraphs a, b, and f of Section 3.16 Information and replace them with thefollowing new Subparagraphs a, b, and f: a. During the course of this Agreement, either Party (“Receiving Party”) may receiveor have access to Information owned, controlled or disclosed by the other Party(“Disclosing Party”) that it wishes to be treated confidentially. “ConfidentialInformation” means any information or data disclosed by Disclosing Party to the Recipientthat (i) if in tangible form or other media that can be converted to readable form isclearly marked as confidential, proprietary or private when disclosed or (ii) if oral orvisual, is identified as confidential, proprietary or private when disclosed and issummarized in a writing so marked and delivered within ten (10) days following suchdisclosure.  b. Confidential Information also includes any information, including, but not limitedto data files, customer lists, correspondence and other records, and serviceavailability, furnished to the Receiving Party orally, visually or in writing under or incontemplation of this Agreement, or to which Receiving Party has access throughperformance of this Agreement including, without limitation, information maintainedpursuant to Section, Retention of Records of Appendix F attached hereto.**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 thecontracting Parties.
 
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 f. Each Party agrees that an impending or existing violation of these confidentialityprovisions would cause the Disclosing Party irreparable injury for which it would have noadequate remedy at law, and agree that the Disclosing Party shall be entitled to seekimmediate injunctive relief prohibiting such violation, in addition to any other rightsand remedies available to it.The terms and conditions of Agreement No. 20070105.006.C in all other respects remain unmodifiedand in full force and effect.**IN WITNESS WHEREOF**, the Parties have caused this Amendment to Agreement No.20070105.006.C to be executed, which may be in duplicate counterparts, each ofwhich will be deemed to be an original instrument, as of the date the last Partysigns.       **StarTek, Inc.** **AT&T Services, Inc.**       By: /s/ Patrick M. Hayes By: /s/ Richard Steadman              Printed Name: Patrick M.Hayes Printed Name: Richard Steadman       Title: COO Title: Director       Date: 31 Oct 07 Date: 18 October 2007**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 thecontracting Parties.
 
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