**Exhibit10.84**

 

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

 

Sales Ordering Support for LocalServices

 

Order No. 20070105.006.S.016

 

Between

 

Startek, Inc.

 

And

 

AT&T Services, Inc.

 

**Proprietary Information**

**The information contained in thisAgreement is not for use or disclosure outside AT&T, Supplier, theirAffiliates and their third party representatives, except under writtenagreement 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 thelast Party (“Effective Date”) is by and between Startek, Inc., a Delawarecorporation (“Supplier”) and AT&T Services, Inc., a Delawarecorporation (“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 andconditions of Agreement Number 20070105.006.C. Any terms and conditions in this Order that modify or change the termsand conditions of Agreement Number 20070105.006.C shall apply to this Orderonly.

 

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

 

Suppliershall provide Sales and Support for Local Services as determined by AT&T (“Program”), pursuant to Attachment Aentitled “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 thisOrder for an additional twelve months at rates no greater than those set forthherein.

 

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

 

Supplier shallperform the Work at the following locations: Greeley CO

 

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

 

The followingPricing schedule shows the amounts to be paid to Supplier for the various Workto be performed under this Order. Full Time Equivalent (“FTE”). Invoices shallbe submitted monthly based on the number of actual hours worked and shallexclude 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 activitythat 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 containedin this Agreement is not for use or disclosure outside AT&T, Supplier,their Affiliates and their third party representatives, except under writtenagreement by the contracting Parties.

 

1

----

 

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.

 

[*]

 

Holiday Hourly Rate:

 

AT&Tagrees to compensate Supplier [*] times the applicable hourly rate shown abovefor work performed during the Holidays shown in Section F Holidays thatwere previously approved by AT&T in writing.

 

*Where theparties are to mutually agree on the headcount quantity, amount of hours to beperformed or the course of conduct or activity under this Order, or any otherprovisions of this Order where the parties may need to mutually agree, in theevent the parties cannot mutually agree within ten (10) business days,Supplier agrees to carry out the expressed requests of AT&T provided suchrequests are not unreasonable.  Inaddition, the parties agree to also promptly escalate to the next level ofmanagement for resolution.*

* *

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.

 

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

 

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

 

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

·                  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

 

**Proprietary Information**

The information containedin this Agreement is not for use or disclosure outside AT&T, Supplier,their Affiliates and their third party representatives, except under writtenagreement 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 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.

 

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

 

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

 

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

 

AT&T’s Program’s Manager is:

 

Mr. CraigMallian

AT&TServices, Inc.

4513Western 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:**

 

KathyHolzer-Muniz

AT&TServices, Inc.

Rm:  1C146A

OneAT&T Way

Bedminster,NJ  07921

Phone:  (908) 234-3655

Email:  kholzer@att.com

 

9.             **Supplier Point of Contact:**

 

Mr. ChrisPaoletti

StarTek, Inc.

44Cook Street

Denver,CO 80206

Email:chris.paoletti@startek.com

Phone:(303) 262-4553

 

**Proprietary Information**

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

 

3

----

 

10.           **Dispute Resolution - Mediation**

 

a.               The Partieswill attempt in good faith to promptly resolve any controversy or claim arisingout of or relating to this Agreement through negotiations between authorizedrepresentatives of the Parties, before resorting to other remedies available tothem.

 

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

 

c.               Unless theParties otherwise agree, if the matter has not been resolved within twenty-one(21) days of the first meeting, the representatives shall refer the matter tomore senior representatives, who shall have full authority to settle thedispute.  Such senior representativeswill meet for negotiations within fourteen (14) days of the end of thetwenty-one (21) day period 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 thanone (1) meeting is held between the senior representatives, the meetingshall be held in rotation at the offices of Supplier and AT&T.

 

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

 

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

 

AT&TOperations, Inc.

 

**IN WITNESS WHEREOF**, the Parties have caused this Order tobe executed, which may be in duplicate counterparts, each of which will bedeemed 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 containedin this Agreement is not for use or disclosure outside AT&T, Supplier,their Affiliates and their third party representatives, except under writtenagreement by the contracting Parties.

 

4

----

 

Order No. 20070105.006.S.016

Attachment A

 

**STATEMENT OF WORK**

**Sales Ordering Support forLocal Services**

**November 1, 2009**

 

**A.**            ProgramDescription

** **

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

 

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

 

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

 

RequiredLanguage:  English

 

**B. Responsibilities & Performance Metrics:**

 

AT&TResponsibilities:

 

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

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

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

 

Salesprovide the following necessary documentation (*whenapplicable*):

·                  Transfer of Service (TSA)

·                  Non Standard Request (NSR)

·                  Revenue Account Office Request (ROR)

·                  New Billing Account Number (BAN) (forstandalone only)

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

·                  Customer Service Records (CSRs)

 

SupplierResponsibilities & Performance Metrics:

 

SalesSupport person completes:

·                  ECRM SR from Sales

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

·                  Send Sales email advising that project hasbeen assigned

·                  Understand and confirm the scope of work withSales

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

 

**Proprietary Information**

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

 

1

----

 

·                  Research/ investigate request beforesubmitting to appropriate ordering center

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

 

Suppliershall comply with the metricsset forth above, which shall be measured monthly, based on current month’sperformance.

 

AT&T reserves the right to change the metrics at anytime by providing advance written notice to Supplier.  Supplier shall makeall reasonable efforts to meet/exceed such revised metrics upon receipt, but nolater than thirty (30) days after notification by AT&T.  Supplier shall implement processes andcontrols as to manage results to the metrics.

 

Supplier shall activelyparticipate, at no cost to AT&T, in any reasonable metric improvementinitiatives as set forth by AT&T and agrees to furnish supplementaldocumentation upon request.

 

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

 

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

 

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

 

In theevent that the revised action plan is not approved by AT&T, Supplier shallrevise such action plan and shall submit to AT&T in writing that actionplan within ten (10) business days after the deficiency is identified.Upon approval by AT&T of the aforementioned action plan the Supplier shallimplement the action plan within ten (10) business days after approval. Ifthe revised action plan still does not meet AT&T’s satisfaction, thisfailure by Supplier shall be considered a material breach.  In addition, if Supplier fails to correct thedeficiencies in an approved action plan it shall be deemed a material breach ofthis Order.

 

Additionalrequirements:

 

·                  Provides required space and equipment

·                  Meet tasks/metrics as prescribed

·                  Supervision

·                  Provide ongoing training after initialdeployment

·                  Reporting of metrics

**Proprietary Information**

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

 

2

----

 

###### **C.  Hours/ Days of Operation:**

###### ** **

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

* *

**E. Training & Skill Set Requirements**

 

TrainingDuration:

 

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

 

Trainingauthorized by AT&T in writing in which AT&T has agreed to compensateSupplier shall be invoiced at the training rate set forth in Section 4Pricing.

 

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

 

AT&Tagrees to provide the first such training programs to the Supplier. Supplier shallprovide the following:

 

·                  Supplierprovides a designated trainer or supervisor to attend these classes

·                  Supplier willthen assume full responsibility for training their resources from that pointforward

 

AT&Twill provide the necessary job aides to enable the Supplier to accuratelycomplete ordering screens, system access, training materials.

 

## **Personnel Qualifications**

## ** **

*Supplier resources must beproficient in both basic voice communications and customer care soft skills. Ata minimum, resources should have:*

* *

*·*                  Knowledge of Local voice telecommunications

*·*                  Customer Care Skills (e.g., handling iratecustomer etc.)

·                  An understanding of how theservice works and the various components

·                  Professional TelephoneSkills

·                  Professional handling andresolution of customer dissatisfactions/objections.

·                  Project Management Skills

 

SkillSet Requirements

 

·                  High school education or equivalent

·                  Previous business sales support experience

·                  Telecommunications experience

·                  Self-starter and highly self-motivated

·                  Excellent communications skills (both writtenand oral)

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

** **

**Proprietary Information**

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

 

3

----

 

*Post-Training Support:*

* *

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

* *

**TrainingLocation**

** **

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

 

Forchanges in Supplier’s training location that is initiated by Supplier, Suppliershall assume all travel expenses for Supplier’s employees.

 

#### System IDs,Passwords, Logins, Connectivity Testing Procedures

####  

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

####  

## **F. Reports**

## ** **

## **AT&T will provide Supplier, atAT&T’s sole discretion, timely access to the data and systems necessary togenerate the required reports set forth below which shall be provided bySupplier.**

 

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

 

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

* *

A quarterly review of Program content andimplementation will be performed between AT&T’s Project Manager andSupplier’s Program Manager.  Weeklyoperational calls will also be held between the AT&T and Supplier’s ProgramManagers.  AT&T may request dailyreviews when business results and metrics warrant.  These reviews will be conducted at theconvenience of both parties.

 

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

 

**G.**Holidays

** **

Supplier shall notperform nor invoice for work on AT&T’s observed holidays shown below unlessrequested by AT&T in writing.  Ifsuch holiday(s) are approved by AT&T in writing, Supplier shallinvoice AT&T pursuant to the Holiday Rate shown in Section 4 Pricing.

 

**Proprietary Information**

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

 

4

----

 

NewYear’s Day

Memorial Day

IndependenceDay

Labor Day

Thanksgiving Day

Christmas Day

 

## **H. Post Outage Review and Root Cause**Analysis

## ** **

*In the event any telecommunicationsservices or processes are not operating properly, Supplier shall take immediateand appropriate action in accordance with Supplier’s business continuity planto rectify the malfunction and shall immediately notify AT&T Representativewithin [*] of the service-affecting situation and of remedial action taken.*

* *

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

 

## **I. Staffing Requirements**

## ** **

## **Supplier shall provide sufficient resources equivalent in knowledge andskill sets to perform the Services described herein.**

## ** **

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

## ** **

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

 

Staffing Control

 

*AT&T may, at any time, requestimmediate removal and replacement of any resource, or other employee ofSupplier (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 reassignsuch resource or employee(s) to any AT&T program(s).*

 

**Proprietary Information**

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

 

5

----

 

Supplier shall comply with such request and ensuretimely 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 ProgramManagers, e.g. Escalation Manager, Area, Program, District and Division Managerposition staffing, if applicable.  Whenever an individual in one of these positions is replaced, Supplierwill provide AT&T with a documented candidate selection and transitionprocess, along with a description of the proposed candidate’s skills andexperience.

 

# **K. Equipment and Software**

#  

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:

 

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’sPersonal Activities Manager (PAM) system

 

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

 

**M. Monitor and ControlPlans**

** **

ChangeControl Procedures

 

**Overview**

** **

Thepurpose of the Change Control Plan is to plan for the administration of changesthis Program.  The plan will identify theprocedures for receiving, documenting, implementing, tracking and analyzing theimpact of change on all aspects of the project, including schedule, performanceand cost.

 

**Proprietary Information**

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

 

6

----

 

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

 

2.               Any changerequests must be submitted in writing and clearly state the nature of thechange requested, including its impact on the scope and schedule (ifknown).  Supplier shall not make anychanges unless AT&T provides its express written approval.

 

**N.Automation Support**

 

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

 

# **O.  AT&TInformation Security Policy**

#  

Supplierwill comply with AT&T’s information security requirements as set forthin Agreement 20070105.006.C

 

*In support of AT&T’s security andintegrity initiatives, Supplier shall abide by and assure full compliance withthe 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 businessethics.  Additionally, Supplier shallmanage an inventory of all System IDs issued to Supplier employees, assuringthe deletion of said System IDs when Supplier employee resigns, transfers to anon-AT&T program, or transfers to other AT&T business units.*

* *

# **P. Productivity Improvement / Cost Reduction**

#  

Duringthe term of this Order, Supplier shall reduce total time and work and improveall tasks associated with this Program recognizing that quality must not beimpaired.

 

Supplieragrees to identify productivity improvements to drive cost reductions andheadcount reductions associated with Supplier’s billable rates.   AT&T’s Program Representative has solediscretion 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 associated cost reductions shall immediately be applied to allcharges by Supplier invoiced to AT&T, per the applicable rates listed in Section 4.Pricing and any gain sharing initiatives that have beenmutually agreed upon.  If any substantial expense or capital investment isrequired by Supplier to implement an approved productivity improvement or costreduction initiative, AT&T and Supplier will mutually agree to any suchinvestment arrangement.

 

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

 

**Proprietary Information**

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

 

7

----

 

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

 

**Q.  Attrition**

 

Supplierwill 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 tobe trained, the attrition training costs will be borne by Supplier.  Supplier agrees to a timely and orderlytransition of accounts handled by the departing resource to another fully trainedresource.

 

**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 foruse or disclosure outside AT&T, Supplier, their Affiliates and their thirdparty representatives, except under written agreement by the contractingParties.

 

8

----