**EXHIBIT 10.53**

 

Inbound and Outbound Contingency Services

 

Work Order

 

GAMSA-STAR081106-00.S.004

 

Between

 

StarTek, Inc.

 

And

 

AT&T Mobility LLC

 

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This Work OrderGAMSA-STAR081106-00.S.004 (“WO”), effective on December 1, 2008 (“EffectiveDate”),  is issued pursuant to Agreement No. GAMSA-STAR081106-00dated October 1, 2006 (“Agreement”) between AT&T Mobility LLC (“Buyer” or “AT&T”) and StarTek, Inc.(“Supplier”), and the Agreement is incorporated by reference herein.  Capitalized terms used in this Work Order nototherwise defined herein shall have the definitions specified in theAgreement.  If the Work Order conflictswith the terms and conditions of the Agreement, the terms and conditions of theAgreement shall control unless set forth in the “Special Considerations”section of this Work Order in which case the Work Order shall govern andcontrol.

 

Buyer hereby authorizesSupplier to perform the following Services:

 

**1****              SCOPE OF WORK**

 

1.1           Supplier shall take andhandle inbound and outbound customer care inquiries for Buyer’s AdvancedNetwork Services (“ANS”), Enterprise Technical Support (“ETS”) and TechnicalSupport Desk (“TSD”) (“Program”) by Phases in support of Buyer’s contingencyplanning for work stoppage as follows:

 

a.     Phase1:  Recruitment, hiring, and training ofapplicable resources (Exhibit A)

b.     Phase2:  Service Center Operations (Exhibit B)

 

1.2            In order toaccommodate the uncertainty inherent in scheduling for Buyer’s contingencyplanning, Supplier shall begin each Phase specified above only upon receipt ofa Change Notice from Buyer in the form set forth in Exhibit D.   The Parties acknowledge that these phaseswill be triggered, if at all, in Buyer’s sole discretion.

 

**2.****             PRIMARY CONTACT INFORMATION**

 

2.1           The following will perform the function of primarySupplier Project Manager for the Program for the duration of this WorkOrder.  Supplier will use reasonablecommercial efforts to retain the resource in this position.

 
| **Buyer Contact(s)** | ** ** | **Supplier Contact(s)** |
|----------------------|------------|-------------------------|
| Name: [*]            |       | Name: [*]               |
| Address: [*]         |       | Address: [*]            |
| Phone: [*]           |       | Phone: [*]              |
| Cell: [*]            |       | Cell: [*]               |
| E-mail: [*]          |       | E-mail: [*]             |

 

**3.**     TERM

** **

3.1           The Term of this WorkOrder shall commence on December 1, 2008, (“Effective Date”), and shallcontinue until midnight on September 30, 2009 the (“Term”).  The Work Order may be terminated as allowedin the Agreement or in this Work Order.

 

**4.**     SERVICE SPECIFICATIONS AND REQUIREMENTS

** **

4.1           The deliverables to bedelivered by Supplier to Buyer pursuant to this Work Order are listed inExhibits A-B “Phase 1-2” (the “Deliverables”).

 

**5.****     PERFORMANCE STANDARDS**

 

5.1           Performance Standardsshall be determined for each Phase as shown in Exhibit’s A-B.

 

**PRIVATE/PROPRIETARY/LOCK**

 

The information containedin this Agreement is not for use or disclosure outside Buyer, Supplier, theiraffiliated companies and their third party representatives, except underwritten Agreement by the contracting Parties.

 

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** **

**6.**     PRICE

** **

6.1           Materials and Services shall be compensated by Buyerto Supplier pursuant to the rates and charges detailed in each Exhibit attachedhereto and fully incorporated herein by this reference.  Such rates and charges do not include allapplicable taxes.

 

**7.****       DISPUTE RESOLUTION**

 

7.1           Either party may givethe other party written notice of any dispute not resolved in the normal courseof business.  The parties will attempt ingood faith to promptly resolve any issue, dispute, or controversy arising outof or relating to this Agreement promptly by negotiation between the managersset forth below.   Within [*] ([*]) daysafter delivery of such notice, representatives of both parties will meet at amutually acceptable time and place, and thereafter as often as they reasonablydeem necessary, to exchange relevant information and to attempt to resolve thedispute within the time frames here:

 
| ** ** | ** ** | **Buyer** | ** ** | **Supplier** |
|------------|------------|-----------|------------|--------------|
| Within [*] |       | [*]       |       | [*]          |
| Within [*] |       | [*]       |       | [*]          |
| Within [*] |       | [*]       |       | [*]          |

 

**If anydispute is not resolved in accordance with this process after [*], the partieswill escalate to the respective executive levels.  Both parties agree to continue performanceduring the negotiation period set forth in this section of the Work Order.**

** **

**8.****     SPECIAL CONSIDERATIONS**

 

8.1           The terms set forthbelow shall be in addition to the terms set forth in the respective sections ofthe Agreement:

 

8.1.1       Except as otherwise set forth in this Work Orderor the Agreement, Supplier will be responsible for supplying all Supplierpersonnel, facilities, technology, services and materials necessary to performthe Services in accordance with the terms and conditions set forth in this WorkOrder.

 

8.1.2       Supplier will provide the necessary, as of theEffective Date of this Work Order, voice and data infrastructure and PC’s (orthin client applications in lieu of PCs) at Supplier’ Site(s) from thepoint of demarcation within Supplier’s data center(s) for voice and datacommunications.  The point of demarcationis the point where AT&T Mobility-owned circuits/equipment end andSupplier-owned circuits/equipment begin. AT&T Mobility will provide any intelligent call management (ICM)routing and screen-pop equipment as required; or, alternatively Supplier willprovide ICM and screen-pop equipment subject to Exhibit C of this WorkOrder.   Supplier’ PCs will reside on theSupplier network and access AT&T Mobility’s systems via web, Citrix, orother thin client connectivity.

 

8.1.3       Supplier shall pay for [*], as of the Effectivedate of this Work Order, [*].  AT&TMobility shall be responsible for [*], including [*].  In the event AT&T Mobility utilizes VoATMto deliver calls to a Supplier hub, AT&T Mobility will provide [*].  Supplier agrees to relinquish ownership at nocost to AT&T Mobility of any and all toll-free numbers associated with theProgram to AT&T Mobility or another party specified by AT&T Mobilitywithin [*]hours of AT&T Mobility’s request; provided that AT&T Mobilityis current on all invoices.

 

8.1.4       In addition to all other rights or remediesprovided for in this Agreement or by law, either party may immediately cancelthis Agreement if:  (1) the otherparty becomes insolvent or makes a general assignment for the benefit ofcreditors; (2) the other party admits in writing the inability to paydebts as they mature; (3) Any court appoints a trustee or receiver withrespect to the other party or any substantial part of the other party’s assets;or (4) An action is taken by or against other party under any bankruptcyor insolvency laws or laws relating to the relief of debtors, including theFederal Bankruptcy Act.

 

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8.1.5        Information Security:  Supplier shall be in compliance with theAT&T Supplier Information Security Requirements included herein as Exhibit C.

 

**IN WITNESS WHEREOF**,the parties have caused this Work Order to be executed by their duly authorizedrepresentatives:

 
| **StarTek, Inc.** | ** **                                          | **AT&T Mobility LLC by its  authorized agent, AT&T Services, Inc.** |
|------------------------|-----------------------------------------------------|----------------------------------------------------------------------------------|
|                   |                                                |                                                                             |
|                   |                                                |                                                                             |
| By:                    |       /s/  A.L. Jones |                                                                             | By: | /s/ Jewel Hornbuckle |
|                   |                                                |                                                                             |   |
| Printed Name:          | A. Laurence Jones                                   |                                                                             | Printed Name:  Jewel Hornbuckle |
|                   |                                                |                                                                             |   |
| Title:                 | CEO                                                 |                                                                             | Title: Sr. Contract Manager |
|                   |                                                |                                                                             |   |   |
| Date:                  | 1/29/09                                             |                                                                             | Date: | 1/9/09 |
|                        |                                                     |                                                                                  |  |  |  |  |  |

 

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**EXHIBIT A**

**PHASE 1**

**DELIVERABLES**

 

**ORDERINGOF IT EQUIPMENT (SERVERS/CIRCUITS)**

** RECRUITMENT, HIRING, AND TRAINING OFAPPLICABLE RESOURCES**

 

**1****              SCOPE OF WORK**

 

1.1           Supplieris authorized to provide the following (“the Work”):

 

·      Circuitsand servers as approved by AT&T

·      Recruit,Hire, and Train [*] resources (resources may be adjusted as approved byAT&T)

 

1.2           Services shall be performed on the datewhen signed by last Party through September 30, 2009 during the followinghours of operation (“Hours of Operation”) set forth below by site (“Site”):

 
| ** ** | **Programs** | ** ** | **Location** | ** ** | **Hours of Operation** | ** ** | **Maximum New Hire  *Days** |
|------------|--------------|------------|--------------|------------|------------------------|------------|-----------------------------|
|       | ANS          |       | [*]          |       | [*]                    |       | [*]                         |
|       | ETS          |       | [*]          |       | [*]                    |       | [*]                         |
|       | TSD          |       | [*]          |       | [*]                    |       | [*]                         |

 

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|   |   | * Actual Training Days |
|--------|--------|------------------------|

 

1.3           **Ramp UpSchedule**

 

Number of Agents in production

 
| ** ** | **Program** | ** ** | **Total Agents** |
|------------|-------------|------------|------------------|
|       | ANS         |       | [*]              |
|       | ETS         |       | [*]              |
|       | TSD         |       | [*]              |

 

1.4           Hours of Operation may be amended fromtime to time as set forth in Exhibit D Change in Scope of this WorkOrder.  Buyer reserves the right tomodify (decrease or increase) Services Hours of Operation [*] written notice toSupplier.  Buyer agrees to utilize theprocedures outlined in Exhibit D to effect this change.

 

**2.**             EFFECTIVE DATE

** **

**2.1**           Phase 1 shall commence upon receipt of written notification from Buyer byChange Order (“Effective Date”).  ThisPhase may be terminated as allowed in the Agreement or in this Work Order.

** **

**3.**             TRAINING

** **

**3.1**           Supplier agrees to provide Customer Service Representative (CSRs) withinitial classroom training and on-the-job training (“Nesting”) at the rates setforth in Attachment 1 to Exhibit A (“Price”).

 

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3.2           Supplier agrees toprovide initial Program training and Nesting to Supplier’s CSRs in accordancewith Buyer provided Training Materials, and[*], Buyer requested monthlysupplemental, policy training, and product and offer training, at the rates setforth in Attachment 1 to Exhibit A, in order to perform the Servicesdescribed in this Work Order.

 

3.3           Buyer may requestchanges to initial Program training subject to Exhibit D of this WorkOrder

 

3.4.          Any, and all, trainersmust be certified by AT&T master trainers to facilitate new hirecurriculum.

 

**4.**             PRICE

** **

4.1           Circuits and servers, including any termination feesincurred by Supplier upon the expiration of the Term or earlier termination ofthis Work Order – [*]

 

4.2           Recruiting, Hiring, Training – As outlined inAttachment 1 to Exhibit A (“Price”)

 

**5.****             SPECIALCONSIDERATIONS**

 

5.1           Theterms set forth below shall be in addition to the terms set forth in therespective sections of the Agreement:

 

5.1.1        Termination – This Phase 1 of Work Order No. GAMSA-STAR081106-00.S.004may be terminated upon [*] notice utilizing the Change Notice as outlined in Exhibit D.

 

5.1.2        Initial new hire training:  Supplier agrees to provide initial Programtraining to Supplier’s CSRs in accordance with AT&T Mobility providedTraining Materials, and all retraining, ongoing soft-skills training, andcustomer service training at the rates set forth in Exhibit A, in order toperform the Services described in this Work Order.  If mutually agreed between the partiessubject to Exhibit D of this Work Order, AT&T Mobility may provideAT&T Mobility trainers for initial train-the-trainer training programs.

 

5.1.3        AT&T Mobility may request to extend theduration of initial Program training subject to Exhibit D of this WorkOrder.

 

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**ATTACHMENT 1**

**TO EXHIBIT A**

 

**PRICE**

 

For Services performedunder this Work Order, Supplier shall be compensated in accordance with thepricing shown below:

 
| **PROGRAM  NAME**                                                                                                     | ** **                | ** **                                                                             | ** **                                            | **StarTek Tier II Pricing (US)**                      |
|-----------------------------------------------------------------------------------------------------------------------|---------------------------|----------------------------------------------------------------------------------------|-------------------------------------------------------|-------------------------------------------------------|
| **Technical  Support Tier II,  ANS, TSD. & ETS Programs -****Tenure Level Based on Agent  Tenure in Months** |                      | [*]                                                                                    |                                                  | $[*]                                                  |
|                                                                                                                  | [*]                       |                                                                                   | $[*]                                                  |
|                                                                                                                  | [*]                       |                                                                                   | $[*]                                                  |
| ** **                                                                                                            | ** **                | ** **                                                                             | ** **                                            | ** **                                            |
| **After  Hours Support**                                                                                              |                      | [*]                                                                                    |                                                  | $[*] Premium on Agent’s applicable Tenured Rates |
|                                                                                                                  | [*]                       |                                                                                   | $[*] Premium on Agent’s applicable Tenured Rates |
|                                                                                                                  | [*]                       |                                                                                   | $[*] Premium on Agent’s applicable Tenured Rates |
| **Clerical  Support**                                                                                                 |                      | Not to exceed  [*]without prior approval of AT&T                                   |                                                  | $[*]                                                  |
| **DRUG  SCREEN &****BACKGROUND CHECK**                                                                       |                      | [*] (Checks required as a result of attrition  will be the responsibility of StarTek.) |
| **OVERTIME  RATE & HOLIDAY**                                                                                 |                      | [*]% premium above the applicable Billable  Hour rate                                  |
| **NESTING  - PRODUCTION**                                                                                             |                      | Nesting:    Tier II Tech Support - $[*]                                      |
| **TRAINING  RATE**                                                                                                    |                      | New Hire/Growth:    Tier II Tech Support - $[*]                              |
|                                                                                                                  | Supplemental Training [*] |
|                                                                                                                  | Conversion Training: [*]  |
|                                                                                                                  | All Attrition: [*]        |

 

**Notes:**

 

a.     CSR tenure is determined based on thehire date of such CSR on any AT&T Mobility program.  Except as otherwise stated in the Work Order,the total amount payable by AT&T Mobility for the Services shall bedetermined by applying the stated rate of compensation to the Services actuallyperformed by Supplier.   [*].  Holiday Rates shall apply based on applicableHolidays at the Site.  **US Holidays** (applicable only inthe U.S.):  New Years Day,Thanksgiving Day, Labor Day, Christmas Day, Memorial Day, Independence Day.

 

b.     Domestic Inbound/Outbound telecom:  AT&T Mobility shall be client of recordon the (800) service.  Subject toAT&T Mobility’s prior written approval of usage, domestic inbound andoutbound telecom charges shall be [*].

 

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c.               Postage, shredding, express mail,printing, and courier services, trunking and circuits, reproduction (other than[*] which is borne by [*]), and travel (Pre-approved by AT&T Mobility) willall be charged at [*].

 

d.              Clerical Support $[*] per hour (not toexceed [*] per [*] without prior approval of the AT&T Mobility contactidentified in 2.1 of this Work Order. Functions shall include, but not be limited to, the following tasks:

 

·                  Loginordering, tracking, retiring and maintenance

·                  SOXcontact for all AT&T Mobility audits

·                  Clarifymaintenance

·                  Submittingand tracking Credits and Adjustments

·                  SessionsEnrollments for training

·                  AT&TMobility University setups and retires

·                  Courseenrollments and completions

·                  Trackingand follow through of all Office of the President requests

·                  Backup to LRP for all AT&T Mobility reporting

·                  Distribute and ensure follow up on feedback items(Clarify, Wave, PCS, Tier II, SOA, Direct Fulfillment, etc.), compile results

·                  Gather and summarize results of initiatives(PAR/SRS, migrations, etc.)

 

e.               Any Nesting will be billed at the Nesting rate setforth here in Exhibit A.  TheConversion rate will apply for training required when CSRs are transferred fromone AT&T program to another AT&T program where “Conversion” training isrequired.

 

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**EXHIBIT B**

**PHASE 2**

**DELIVERABLES**

 

**SERVICECENTER OPERATIONS**

 

Buyer hereby authorizesSupplier to perform the following Services:

 

**1****                                         SCOPEOF WORK**

 

1.1                                Suppliercustomer services representatives (“CSRs”) shall shall take and handle inboundand outbound customer care inquiries for Buyer’s Advanced Network Services (“ANS”),Enterprise Technical Support, (“ETS”) and Technical Support Desk (“TSD”)programs (“Program”).

 

1.2                                Suppliershall assist Buyer ANS, ETS and TSD customers with issues as specified inAttachment 1 to Exhibit B (Program Descriptions).

 

1.3                                Anyother activities, changes that result inthe nature or type, market or mix of calls to change, including any changes tothe mix of Program project(s) supported by the Site, shall be subject to Exhibit Dof this Work Order.

 

1.4                                Servicesshall be performed, not including Holidays as set forth in Attachment 3 to Exhibit B,during the following Hours of operation (“Hours of Operation”) set forth below by site (“Site”):

 
| **Program Name** | ** ** | **Location** | ** ** | **Hours  of Operation** |
|------------------|------------|--------------|------------|-------------------------|
| ANS              |       | [*]          |       | [*]                     |
| ETS              |       | [*]          |       | [*]                     |
| TSD              |       | [*]          |       | [*]                     |

 

1.5                                Hoursof Operation may be amended from time to time as set forth in Exhibit D ofthis Work Order.  Buyer reserves theright to modify (decrease or increase) Services Hours of Operation upon [*]calendar [*] written notice to Supplier. Buyer agrees to utilize the procedures outlined in Exhibit D toeffect this change.

 

**2.****                                      EFFECTIVEDATE**

 

2.1                                Phase2 shall commence upon receipt of a signed Change Notice (Exhibit D).  This Phase may be terminated as allowed inthe Agreement or in this Work Order.

 

**3.****                                      SERVICESPECIFICATIONS AND REQUIREMENTS**

 

3.1                                Thedeliverables to be delivered by Supplier to Buyer pursuant to this Work Order[*] are listed in Attachment 2 “Deliverables Matrix” (the “Deliverables”).

 

3.2                                Buyershall provide to Supplier a daily CSR equipment fraud report (“Equipment FraudReport”) for Supplier audit.

 

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**4.****                                      BUYERSYSTEMS USE AND DOWNTIME**

 

4.1                                ShouldAT&T Mobility systems become unavailable to Supplier, Supplier will followthe notification instructions contained in AT&T Mobility’s downtime policyas provided by AT&T Mobility. Supplier will utilize downtime forms to capture call information on theAT&T Mobility-provided downtime forms and will input into AT&T Mobilitysystems as soon as reasonably possible after restoration of the impactedsystems.  [*].  Supplier shall be excused from PerformanceStandards for the duration of the system outage.

 

4.2                                Ifthe telecommunications systems are in failure due to AT&T Mobility,AT&T Mobility may require Supplier’s CSRs to go into pure AUX state,whereby they are not receiving calls. [*].  Supplier shall be excusedfrom Performance Standards for the duration of the outage.

 

4.3                                TheAT&T Mobility system will be completely down during certain after-hourtimes and other scheduled times throughout the year for maintenance.  When practical, AT&T Mobility will adviseSupplier of the scheduled maintenance at least [*] prior to the times and datesthat the systems will not be available due to maintenance.

 

4.4                                Notwithstandingthe foregoing, in the event of a Supplier system/telecommunications outage,Supplier will utilize CSRs’ billable time for offline work and training for theduration of the outage.  AT&TMobility shall not be charged for unutilized hours for the duration of aSupplier system outage.

 

4.5                                Suppliershall advise the AT&T Mobility Contact and/or Supplier Manager when anyAT&T Mobility-provided system is down for more than [*].  Supplier shall provide an escalation planwith mitigating action in the event of systems disruption to be approved byAT&T Mobility by Services launch.

 

Supplier will continue toprovide the Services under this Work Order if AT&T Mobility relocates itsoperations to an interim or substitute facility or otherwise implements any ofits internal disaster recovery plans.

 

4.7                                Failureto comply materially with this Section constitutes a material breach ofthe Agreement.

 

**5.****              PERFORMANCE STANDARDS:**

 

5.1                                AT&TMobility and Supplier have developed the standards set forth in this WorkOrder, (hereinafter “Performance Standards”) to ensure the delivery of highquality, efficient customer service. Effective upon signature of this Work Order by both parties (“EffectiveDate”), Performance Standard measurements for Sites existing on the EffectiveDate shall begin the month following the Effective Date, or for the PerformanceStandards related to First Call Resolution and Respect, the next full orprorated per complete months remaining, as the case may be, calendarquarter.  Performance Standards for Sitesopening after the Effective Date shall be applicable to Services performed froma particular Site/Program [*] days after Site opening.  Furthermore, anytime a particularSite/Program increases by more than [*] percent ([*] %) over a [*] period(measured by the [*]-Day Lock FTE), Performance Standards shall not apply withrespect to such Site/Program until [*] after the incremental Site/Program staffhas been in Production handling customer calls. Before the application of any of the Performance Standards, the partiesagree to meet and discuss in good faith changes to the Performance Standardsset forth and the relevant AT&T Mobility invoice credits and Supplierearned debits or bonuses with respect to such Performance Standards based onperformance prior to such Performance Standards taking effect. PerformanceStandards hereunder shall be measured by Program at each Site and shall exclude[*] as set forth herein this Work Order. Any invoice credits owed or debits earned by Supplier shall only applyto the Services invoiced for the particular Site/Program subject to Section 1.1herein for which it was measured and shall be assessed to Inbound ReceivablesManagement Program Billable Hours in Production only.  Any invoice debits earned by Supplier will beused to offset AT&T Mobility invoice credits only, except for Section 5.3.3Occupancy which may earn a true debit. Notwithstanding the foregoing, Supplier may earn a Bonus subject toSections 5.3.1 and 5.3.2.  AT&TMobility invoice credits, Supplier earned debits to AT&T Mobility invoicecredits, and bonuses will be calculated as set forth in Section 5.3 andshall be applied on a quarterly basis.

 

5.2                                CallVolume Forecasting/Staffing.  Each monthon a by Site/Program basis, AT&T Mobility shall provide Supplier [*]written forecasts to be used by Supplier as a guide for recruitment, planningand staffing activities.  The [*] writtenforecasts are as follows:

 

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1.   [*]-DayStaffing Requirement

 

a.              Buyer will provide to Supplier a [*]-daystaffing requirement with the required number of Full Time Equivalents (“FTEs”)(not to include OT) by Site/Line Group for recruitment purposes.

 

b.             [*]-Day Call Volume Outlook:  Buyer will provide to Supplier a [*]-Day Callvolume Outlook with the required number of Full Time Equivalents (“FTEs”) bySite/Program for recruitment purposes.

 

c.              Based upon Buyer’s proposed [*]-daystaffing requirement and its [*]-Day Call Volume Outlook, the parties willmutually agree upon the required [*]-day staffing requirement (“[*]-Day StaffingRequirement”).

 

2.   [*] DayLocked Forecast

 

a.              Buyer will provide to Supplier a [*]-DayVolume Forecast with the estimated daily number of calls by Site/Program forplanning purposes as well as forecasted modification training for theapplicable month  (“[*] Day Lock”).

 

b.             Buyer will provide to Supplier a [*]staffing model by interval on the Site level (suggested staffing or callvolume).

 

3.   [*] Day Forecast

 

a.              Buyer will provide to Supplier [*] callarrival patterns by Site/Program

 

Supplier shall provide FTE staffing pursuant to themutually agreed upon [*] Day Lock based upon the [*] Day Outlook Forecast,which will include an assumption of the current training and nestingrequirements set forth in Exhibit A. Notwithstanding the foregoing, in the event that AT&T Mobilityrequests training to extend beyond the current requirements set forth in Exhibit A,the parties shall address the change subject to Exhibit D of this WorkOrder.

 

The mutually agreed upon [*] Day Lock represents acommitment by AT&T Mobility and Supplier with respect to staffinglevels.  Once the [*] Day Lock is agreedto, AT&T Mobility agrees to compensate Supplier for the Billable Hoursincurred for the applicable month,****and it isSupplier’s responsibility to staff to the [*] Day Lock as mutually agreedupon.    In cases where Supplier hasduplicate Programs across Sites, AT&T Mobility and Supplier shall mutuallyagree upon volume changes at a Site level as long as the [*] Day Lock remainsunchanged.  In the event that actualvolumes are less than the [*] Day Lock, Supplier will use reasonable bestefforts to ensure productive utilization of CSRs, which may include offeringvoluntary go home (“VGH”) or internal training.

 

Each [*] Day Forecast will be prepared on aSite/Program basis in [*] intervals and will include estimated call volumes,estimated average handle times, estimated shrinkage percentages and, whenavailable, any other information which would be relevant for Supplier inproviding the Services.

 

Both AT&T Mobility and Supplier will need to agreeupon the volume forecasts and related staffing when the [*] Day Lock represents[*] % change from the previous [*] Day Outlook Forecast, as it may requireadditional new hire training.  Theparties shall mutually agree upon adjusted staffing for the modified forecastvolumes pursuant to Exhibit D of this Work Order.  Notwithstanding the foregoing, in the event aSite requires a reduction of more than [*] CSRs, Supplier shall have  [*] days****from receiptof written notice, or the minimum number of days required to maintaincompliance with the laws applicable in the affected Site’s location, to complywith the AT&T Mobility provided forecast.

 

a)                                      The Performance Standards outlined inthis Work Order may be changed by AT&T Mobility upon [*]written notice toSupplier per the procedure outlined in Exhibit D, Management Proceduresfor Change in Scope of this Work Order.

 

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b)                                     Notwithstanding the foregoing PerformanceMetrics and/or AT&T Mobility invoice credits under this Work Order or theAgreement shall be waived to the extent they are attributable to a failurecaused by AT&T Mobility or if actual call volume for the Program exceeds oris less than the [*] Day Lock for such Site/Program by more than [*] percent([*] %) or as otherwise set forth in this Work Order or the Agreement.

 

c)                                      Material failure to meet the samePerformance Standards at the same Site/Program for [*] ([*]) consecutive monthsshall be considered a material default.

 

d)                                     Suppliershall provide at least [*] percent ([*] %) of the staffing pursuant to the [*]Day Lock and in any case shall use reasonable efforts to achieve [*] percent([*] %) of the staffing pursuant to the [*] Day Lock, and AT&T Mobilityshall provide at least [*] percent ([*] %) of the Billable Hours pursuant tothe  Day Lock.  If Supplier fails to staff at least [*]percent ([*] %) of the [*] Day Lock and the shortage materially impactsAT&T Mobility’s ability to provide services to its customers, Supplier’sfailure will be considered a material default.  At the request of AT&T Mobility, Supplier will provide a correctiveaction plan for such breach.

 

e)                                      Suppliershall be excused from Performance Metrics and/or AT&T Mobility invoicecredits under this Work Order in the event the parties determine that thecomponents and/or assumptions used to determine the [*] Day Lock are inaccurateresulting in Supplier failing to meet Performance Metrics.  The parties will mutually agree upon whichcomponent and/or assumption is inaccurate, will correct and re-run current andfuture forecasts utilizing the corrected components and/or assumptions.  Variable assumptions and/or componentsinclude, but shall not be limited to: [*].

 

5.3                               **Performance Metrics:** The following Performance Metrics shall be measured on a Site basis andshall be subject to material default and the applicable AT&T Mobilityinvoice credit, Supplier earned debit to AT&T Mobility’s invoice credit, orBonus set forth herein.  Notwithstandingthe foregoing, AT&T Mobility may request that additional Programs besubject to the Performance Metrics subject to Exhibit B of this WorkOrder.

 

5.3.1                      First Call Resolution Rate (“FCR”): isdefined as the total number of first time callers divided by the number of “Oneand Done” calls.  Wrong Interactions arefactored out of calculation.  Each siteis measured/accountable for this revised FCR  FCR will be measured quarterly by Site andshall be ranked against Like Sites’ national average, contingent upon a samplesize of at least [*] per Site.  Samplesizes of less than [*] shall be excluded from the quarterly measurement.  AT&T Mobility or AT&T Mobility vendorsites with samples sites of less than [*] shall not be included in the stackranking.

 

AT&T Mobility invoicecredits and Supplier earned offset debits will be applied at the end of thequarter, by Site/Program pursuant to Exhibit B.  New sites will be measured [*] after thefirst call received in Production. Converted sites (sites subject to Conversion training as describedin  Exhibit B herein) will bemeasured [*]after the first call received in Production.  The AT&T Mobility invoice credits andSupplier earned offset debits will be applied in the following fashion based onFCR scores:

 
| below [*] % of Like  sites                            |   | [*] % AT&T Mobility  invoice credit |
|-------------------------------------------------------|--------|-----------------------------------------|
| [*]% of Like Sites                                    |   | [*] % AT&T Mobility  invoice credit |
| [*]% of Like Sites                                    |   | [*] % Supplier earned  offset debit     |
| [*]%+ of Like Sites                                   |   | [*] % Supplier earned  offset debit     |
|                                                  |   |                                    |
| AT&T Mobility  invoice credit not to exceed [*] % |   |                                    |

 

A [*] percent ([*] %)bonus may apply on a per Site basis if the FCR stretch target is achieved inany quarter (“Bonus”).  The stretchtarget for First Call Resolution is [*] percent ([*] %) or better.   The Bonus shall be calculated as follows:  1) The quarterly invoice credit(s) /debit(s) shallbe calculated (“Offset Result”), then (2) the Bonus shall be applied tothe Offset Result.  Additionally, noinvoice credit shall be due for the FCR performance standard if the FCR goalwas achieved for the quarter.

 

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5.3.2                        Respect:will be measured [*] by Site and shall be ranked against Like Sites’ nationalaverage, contingent upon a sample size of at least [*] per Site.  Sample sizes of less than [*] shall beexcluded from the [*] measurement. AT&T Mobility or AT&T Mobility vendor sites with samples sitesof less than [*] shall not be included in the stack ranking.

 

AT&T Mobility invoicecredits and Supplier earned offset debits will be applied at the end of the[*], by Site/Program pursuant to Exhibit B.  New sites will be measured [*] after thefirst call received in Production. Converted sites (Sites subject to Conversiontraining as described in Exhibit B herein) will be measured [*]after the firstcall received in Production.

 

The AT&T Mobilityinvoice credits and Supplier earned offset debits will be applied in thefollowing fashion based on Respect scores:

 
| below [*] % of Like  Sites                            |   | [*] % AT&T Mobility  invoice credit |
|-------------------------------------------------------|--------|-----------------------------------------|
| [*]% of Like Sites                                    |   | [*] % AT&T Mobility  invoice credit |
| [*]% of Like Sites                                    |   | [*] % Supplier earned  offset debit     |
| [*]%+ of Like Sites                                   |   | [*] % Supplier earned  offset debit     |
|                                                  |   |                                    |
| AT&T Mobility  invoice credit not to exceed [*] % |   |                                    |

 

A [*] percent ([*] %)bonus may apply on a per Site basis if the FCR and Respect stretch targets areachieved in any quarter (“Bonus”).  Thestretch target for Respect is [*] percent ([*] %) or better.   The Bonus shall be calculated asfollows:  [*].  Additionally, no invoice credit shall be duefor the Respect performance standard if.

 

5.3.3                      Occupancy Rate:  The Occupancy Rate will be measured monthly,and shall be determined by [*]. The Occupancy Performance Standard andassociated AT&T Mobility invoice credit will be [*] in the event that theactual call volume is less****than [*]percent ([*] %) of the [*] Day Lock.  Anyindividual days where the actual call volumes are less than the [*] DayForecast by [*] percent ([*] %) or more and the Occupancy target is missed willbe [*] the monthly calculation of Occupancy. The AT&T Mobility invoice credits and Supplier earned debits will beapplied in the following fashion based on Occupancy Rate scores:

 
| below  |   | [*] % AT&T Mobility  invoice credit |
|--------|--------|-----------------------------------------|
|   |   | [*]% Supplier earned  debit             |
| above  |   | [*] % Supplier earned  debit            |

 

Notwithstanding theforegoing, Supplier may only earn a debit for Occupancy if it is staffed to atleast [*] percent ([*] %) of the full time equivalents (“FTEs”) mutually agreedupon in the [*] Day Lock.  An FTE isdefined by [*] worked hours.

 

5.3.4                      Call Transfer Rate:  Call Transfer Rate will be determined by [*]by a live CSR.  The parties acknowledgeand agree that Supplier shall strive to meet the goal set forth herein butshall not be subject to material default of this Program, the Work Order or theAgreement for any failure to meet the target. The Call Transfer Rate Performance Standard will be waived if theaverage of other Like Sites is greater than or equal to [*] percent ([*] %).  Change management procedures set forth in Exhibit Dof this Work Order will be invoked for process changes directly impacting CallTransfer Rates.

 
| TBD |   | (Rounded to the  nearest whole percentage) |
|-----|--------|--------------------------------------------|

 

5.3.5                      Average Handle Time (“AHT”):  The AHT target by Site/Program shall beprovided by AT&T Mobility as part of the [*] Day Lock and shall be measured[*] as it applies to material breach. The AHT Performance Standard will be waived if the actual Call Volume isgreater than set target provided in the [*] Day Lock.  The AHT target provided in the [*] Day Lockwill be subject to material breach, however, will not be subject to credits ordebits.  Converted sites (sites subjectto Conversion training as described in Exhibit B herein) will be measured[*] after the first call received in Production,

 

13

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With respect to creditsand debits, AT&T Mobility may receive the invoice credit set forth hereinin the event the [*] AHT measurement meets the specified target.  Change management procedures set forth in Exhibit Dof this Work Order will be invoked if AHT targets need to change.

 

The AT&T Mobilityinvoice credits will be applied in the following fashion:

 
| Above specified target |   | [*] % AT&T Mobility  invoice credit |
|------------------------|--------|-----------------------------------------|

 

5.3.6                      Short Call Rate: Shallmean calls that are less than [*] in length. Converted sites (Sites subject to Conversion training as described in Exhibit Bherein) will be measured [*] after the first call received in Production.Change in procedures shall be subject to Exhibit D of this  Work Order.

 

5.3.7                      Total Resolved:  Will be measured [*] by Site and shall beranked against Like Sites’ national average, contingent upon a sample size ofat least [*] per Site.  Sample sizes ofless than [*] shall be excluded from the [*] measurement.  AT&T Mobility or AT&T Mobility vendorsites with samples sites of less than [*] shall not be included in the stackranking.

 

AT&T Mobility invoicecredits and Supplier earned offset debits will be applied at the end of thequarter, by Site/Program pursuant to Exhibit B.  New sites will be measured [*] after thefirst call received in Production. Converted sites (sites subject to Conversion training as described in Exhibit Bherein) will be measured [*]after the first call received in Production. TheAT&T Mobility invoice credits and Supplier earned offset debits will beapplied in the following fashion based on Total Resolved scores:

 
| below [*] % of Like  sites                            |   | [*] % AT&T Mobility  invoice credit |
|-------------------------------------------------------|--------|-----------------------------------------|
| [*]% of Like Sites                                    |   | [*] % AT&T Mobility  invoice credit |
| [*]% of Like Sites                                    |   | [*]% Supplier earned  offset debit      |
| [*]%+ of Like Sites                                   |   | [*] % Supplier earned  offset debit     |
|                                                  |   |                                    |
| AT&T Mobility  invoice credit not to exceed [*] % |   |                                    |

 

A [*] percent ([*] %)bonus may apply on a per Site basis if the Total Resolved stretch targetis  achieved in any quarter (“Bonus”).  The stretch target for Total Resolved is [*]percent ([*] %) or better.   The Bonusshall be calculated as follows:  [*].  Additionally, no invoice credit shall be duefor the Total Resolved performance standard if [*].

 

5.3.8                     Availability: The measurement forAvailability will be measured [*] and shall be calculated as follows:  [*].

 

Defined as sum [*].  Converted sites (Sites subject to Conversiontraining as described in Exhibit B herein) will be measured [*]after thefirst call received in Production. Change in procedures shall be subject to Exhibit D of this  Work Order.

 

5.3.9                     Wave Survey:  shall mean an external customer surveycompleted by a third party to measure first call resolution, total resolution,overall satisfaction, and willingness to recommend.

 

5.3.10               Call Quality:  shall mean an external monitoring processthat measures the representative’s ability to Adhere to policy and procedures,adequately service customers, and resolve customer issues.  The three major areas of measurement arebusiness practices, rep index, and resolution. The specified goal shall be measured [*].  Converted sites (Sites subject to Conversiontraining as described in Exhibit B herein) will be measured [*]after thefirst call received in Production. Change in procedures shall be subject to Exhibit D of the WorkOrder.

 

5.3.11

 

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| **Program**     | ** ** | **Target**                                                                      |
|-----------------|------------|---------------------------------------------------------------------------------|
| ** **      | ** ** | ** **                                                                      |
| **ANS**         |       |                                                                            |
|            |       | AHT: [*]                                                                        |
| ** **      |       | Accessibility: [*]%                                                             |
| ** **      |       | ASA: [*]                                                                        |
| ** **      |       | Occupancy: [*]%                                                                 |
| ** **      |       | Service Levels: [*]% in  [*] and [*]% in [*] (both should be tracked)           |
| ** **      |       | Availability: [*]%                                                              |
| ** **      |       | FCR: [*]%                                                                       |
| ** **      | ** ** | ** **                                                                      |
| **ETS and TSD** |       |                                                                            |
| ** **      |       | Availability: [*]%                                                              |
| ** **      |       | Accessibility: [*]%                                                             |
|            |       | Occupancy Rate: [*]%                                                            |
| ** **      |       | ASA: [*] (service level  — [*]% [*])                                       |
| ** **      |       | Service Level: [*]% [*]  (want report on [*] as well)                           |
| ** **      |       | AHT: [*]                                                                        |
| ** **      |       | Conf/Transfer: [*]%                                                             |
| ** **      |       | Repeat Calls: [*]%                                                              |
| ** **      |       | Short Call: [*]%                                                                |
| ** **      |       | Repeat Calls: [*]%                                                              |
| ** **      |       | Supervisor to Rep.  ratio: [*]                                                  |
| ** **      | ** ** | **Wave Goals:**                                                                 |
|            |       | ·        First Call Resolution:  [*]%   |
|            |       | ·        Total Resolved: [*]%           |
|            |       | ·        Overall Satisfaction: [*]%     |
|            |       | ·        Willingness to Recommend: [*]% |
|            |       | ·        Rep. Index: [*]%               |

 

**6.****                                     CAP**

 

The resulting Supplierearned debits and AT&T Mobility invoice credits for the applicablePerformance Standard measurement set forth herein Section 6 will only beapplied to the applicable Site’s Program Billable Hours billed for the affected Line ofBusiness (BEUC or NBO).  Foreach Line of Business the total AT&T Mobility invoice credit for allPerformance Standards in aggregate in any month cannot exceed a maximum of [*]percent ([*]%) of the Line ofBusiness invoice amount.  Foreach Line of Business the total invoice debits to AT&T Mobility’sinvoice credit for all Performance Standards in aggregate in any month cannotexceed a maximum of a [*] percent ([*]%) of the Line of Business invoice amount.  Notwithstanding theforegoing, Supplier may earn an additional [*] percent ([*] %) Bonus per [*]upon attainment of FCR and Respect stretch targets for each applicable Lineof Business.

 

**7.****                                     PERFORMANCEMETRICS WAIVERS**

 

7.1        Inaddition to any other waivers set forth in this Work Order, Supplier shall beexcused for failures to meet any Performance Metric and shall not be in breachof this Work Order if such failure is caused by: a) AT&T Mobility; and/orb) third parties (hired or contracted) to provide system applications and/orsystem application services to or for AT&T Mobility (including carriers) (a) and(b) collectively referred to as “AT&T Mobility/Service Provider”)including without limitation acts or omissions of AT&T Mobility/ServiceProvider.

 

7.2        Notwithstandinganything to the contrary herein, in addition to waivers set forth herein thisWork Order, AT&T Mobility may choose to waive Performance Standards andapplicable penalties at its sole discretion. AT&T Mobility must invoke this option in writing within [*] of amissed Performance Metric.  Failure byAT&T Mobility to provide such written claim shall constitute a waiver byAT&T Mobility of any claims for penalties/service credits or a differentpenalty/service credit amount for the applicable service period.

 

15

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**8.**                                      PRICE

** **

8.1                                Services shall be compensated by Buyer toSupplier pursuant to the rates and charges detailed in Attachment 3  (“Price”) which is attached hereto and fullyincorporated herein by this reference. Such rates and charges [*] all applicable taxes.

 

**9.****              SPECIALCONSIDERATIONS**

 

9.1                                QualityAssessment:  Supplier will provide enoughQuality Assessment (“QA”) agents at the QA rate set forth in Exhibit B,to CSRs to meet the average number of observations monthly.  Each CSR is monitored an average of [*]evaluations per [*] by QA and Production staff/personnel collectively and otherinformal evaluations as agreed upon by the parties based upon individual CSRperformance. Supervisors will use commercially reasonable efforts to providefeedback within [*] if below goal and [*] if within or above goal.  Agents needing improvement will receiveadditional evaluations via various methods (side by side, additionalmonitoring, remote monitoring, double jacking, etc.).  QA agents will shadow CSRs while on the callwithout the CSR being aware they are being monitored.  Calibration sessions between Supplier QAagents, Supplier supervisors and AT&T Mobility representatives will be heldweekly to ensure scoring and feedback to CSRs is consistent.  If Supplier fails to monitor an average of[*] evaluations per [*] by QA and Production staff/personnel collectively asset forth above, Supplier will be advised of such deficiencies and Supplierwill have [*] to bring performance back to objective’s standards.  AT&T Mobility and Supplier may mutuallyagree to modify the standards upon written agreement signed by both parties, inthe event AHT increases by [*] percent ([*] %) from the previous month’s[*]-Day Commitment, AT&T Mobility and Supplier shall re-evaluate the QAstaffing required to meet the obligations set forth herein

 

8.2                                Scripts:  AT&T Mobility shall be responsible forand must approve scripts, order forms, and report formats to be used bySupplier for Services provided pursuant to this Work Order.  If Supplier desires any changes  whatsoever to the aforementioned scripts, formsor formats, then Supplier must obtain AT&T Mobility’s prior writtenapproval of such changes.

 

8.3                                Timeoff granted to CSRs shall be scheduled such that it does not affect servicelevels.

 

**10.****       DEFINITIONS**

 

10.1                          **“AUX State”** the state in which users are logged in to theswitch but not receiving (inbound) or making (outbound) calls

 

10.2                          **“Average Handle Time” (AHT)** 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 that CSR in the measured period of time.

 

10.3**                          “BillableHour”** The time between the time a CSR clocks into and clocks out ofSupplier’s time keeping system for the purpose of performing agreed upon workfor AT&T Mobility.  This time shallinclude a maximum of [*] per day of pre-shift instructions per CSR unlessotherwise directed by AT&T Mobility.  The Billable Hour include [*]for breaks but does not include lunches, sick time, vacations, or Suppliersponsored events such as non-AT&T Mobility focus groups and non-AT&TMobility development.  Actual time in aBillable Hour for billing purposes is [*] minutes.

 

10.4                          **“CustomerService Representative” or “CSR”** means a Supplier employee who is contactedby and speaks with AT&T Mobility’s customers either via telephone, email oron-line chat sessions on behalf of AT&T Mobility.  A CSR provides support, answers questions andsolves problems related to AT&T Mobility’s Products or Programs.

 

10.5                          **“I****nteractive Voice Response”** or “**IVR”**,is a phone technology that allows a computer to detect voice and touch tonesusing a normal phone call. The IVR system can respond with pre-recorded ordynamically generated audio to further direct callers on how to proceed.

 

10.6                          **“Nesting”** means the period after CSRs havecompleted the classroom training and are receiving inbound calls in theProduction environment with mentoring and coaching.

 

16

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10.7                          **“Occupancy”** means the percentage of timethe CSR is logged into CMS handling calls (any and all components of AverageHandle Time) and shall be determined by subtracting total idle time (idle whilelogged in)  from total logged in time anddividing the difference by total logged in time.

 

10.8                          **“Offset Debit”** refers to a bonus that can be earned by supplier for above averageperformance.  In the event that supplierperforms well and does not incur any credits, earned debits will still beapplied.

 

10.9**                         ****“Payroll Hour”**is defined as an hour for which a CSR iscompensated by Supplier

 

12.10**                    “PrivacyLaws”** means Laws relating to data privacy, trans-border data flow or dataprotection.

 

12.11                    **“Product”** or “Program” means AT&TMobility’s services and customer support services related thereto.

 

12.12                    **“Production”** is defined as the mode whenCSR’s, after successfully completing the prescribed new hire training program,are handling live calls from AT&T Mobility customers.

 

12.13                    **“Project”** is defined as any effort forwhich a WO is created in support of AT&T Mobility.

 

12.14                    **“Quality Assessment”** is based upon the qualityobservations outlined in Section 11.1.3 of this WO.  Total Quality Assessment score is the averageof all observation scores performed within the performance period.

 

12.15                    **“Service Level”**is defined as the percentage of AT&TMobility’s customers who will have access to a live CSR within the specifiedamount of time, as a percentage of total calls offered to Supplier’s ACD.

 

12.16                    “**Short Call Rate” “**shall mean calls, excluding the TDMA Line Group, which are less than [*] inlength.

 

12.17                    **“Team Leader”** means a Supplier employee of supervisorylevel.

 

12.18                    **“User(s)”** means AT&T Mobility and its authorized ThirdParties, as well as each of their respective employees, agents, representativesand customers, if any, who use goods or services relating to, resulting from,or arising out of Products and/or Services provided by Supplier hereunder.

 

12.19                    **“Warm Transfer”** is defined as the process of transferring acustomer seeking information to the appropriate resource to assist thecustomer. During the call transfer, the transferring CSR will introduce thecalling customer to the receiving CSR and provide a brief overview of thecustomer.

 

17

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**ATTACHMENT1**

**TOEXHIBIT B**

**PROGRAMDESCRIPTIONS / JOB OVERVIEWS**

** **
| **Program  Name**                          | ** ** | **Program Description  Functions shall include, but may not be limited to, the**

**following tasks:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | ** ** | **Program Projects by**

**Sites** |
|--------------------------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------|
|                                       | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |       |                               |
|  **Advanced  Network Services (ANS)** | ** ** | **Business  As Usual (BAU) — BCSS1**

1.     Customer facing call taking Specialist 

2.     Support the following Devices: 

·     Palm  Operating System 

·     Windows  Mobile 

·     Blackberry  

·     Symbian  Operating Systems 

·      Standard  Consumer Devices 

3.     supports  troubleshooting of the following primary issues 

·     Internet  Connectivity 

·     MediaNet  

·     Email  (Corporate, MediaNet and Personal) 

·     SMS/MMS  

·     Ringtone/Application  Download 

·     Adding  /Removing features in billing systems for troubleshooting                                                                                                                                                                                                                                                                  |       | [*]                                |
|                                       | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |       |                               |
|                                       | ** ** | **LaptopConnect  (LTC) — BCSS1**

1.     Customer facing call taking Specialist 

2.     Support  the following Operating Systems with the AT&T Communication Manager: 

·     Windows  (200,XP, and Vista are the most common) 

·     Macintosh  

3.     supports  troubleshooting of the following   Devices·  

Tethering  via: 

·      IrDA  

·      Bluetooth  

·      Cable  

·      AirCards  (including limited troubleshooting on some imbedded modems) 

4.supports troubleshooting of the following primary  issues: 

·     Communication  Manager Setup 

·     Unable  to connect 

·     Able  to connect, but not browse 

·     Unable  to receive email 

·     VPN  connectivity issues 

·      Adding  /Removing features in billing systems for troubleshooting |       |                               |

 

18

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| **Program Name**                        | ** ** | **Program Description  Functions shall include, but may not be limited to, the**

**following tasks:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | ** ** | **Program Projects by**

**Sites** |
|-----------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------|
| ** **                              | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | ** ** | ** **                         |
| **Enterprise  Technical Support (ETS)** |       | ·        Helpdesk to Helpdesk Support  for Enterprise Customers, Government  accounts and Public Safety 

·        Highly skilled and knowledgeable representatives 

·        Continuous internal training 

·        [*] representatives  -[*]  &  [*] 

·        All-In-One Support: Voice & Data available [*] 

·        Supports: ISE, UMPTS, EDGE, GPRS, GSM, Frame Relay, PTT, IPPT, Enterprise  Paging, SMS and Laptop Connect products 

·        Proactive Network Outage & Maintenance          Notifications  

·        Integrated with Enterprise On Demand/Self -Service Portal for electronic  fault handling (tickets) 

·        Works along side System Engineers  for custom implementations 

·        Unique customer PIN to access  a Toll Free queue 

·        Structured and timely on-boarding process to introduce new customers to  comprehensive support capabilities 

·        Consistent customer communication throughout the lifecycle of each issue 

·        Staffed and organized for customer, issue and application familiarity |       | [*]                                |
|                                    |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |       |                               |
| **Technical  Support Desk (TSD)**       |       | Small Business —  BAE/BAM/SBAM and Retail Rep 

·        Phoenix/BASE Navigation 

·        FAN Migrations 

·        Archived Contract Reprints 

 

Small Business  Key Contacts (SBKC) supporting a Business Owner or Authorized Order Placer 

 

AUID is required  when calling 

 

·        BASE PIN Management 

 

Small Business  Activation Support (SBAS) representatives 

·        Work to clarify cases related to system errors 

·        Report and monitor system outage or latency                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |       | [*]                                |
| ** **                              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |       |                               |
| **Reports  Analyst**                    |       | Conduct  quarterly Program reviews to cover Program highlights, overall account  activity, budget analysis, review key reports and metrics at a management  level, the incentive programs that were run and their results, and to ensure  that stated agreed upon Program objectives are being met (return on  investment or “ROI”). If Program objectives are not being met, team                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |       |                               |

 

19

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| **Program  Name** | ** ** | **Program Description  Functions shall include, but may not be limited to, the**

**following tasks:**              | ** ** | **Program Projects by**

**Sites** |
|-------------------|------------|---------------------------------------------------------------------------------------------------------------------|------------|------------------------------------|
| ** **        |       | must collectively  establish an action plan to be implemented within [*] to achieve measurable  results within [*]. |       |                               |

 

20

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**ATTACHMENT2 TO EXHIBIT B — DELIVERABLES MATRIX**

 
| **Deliverables/Specifications/Requirements**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | ** ** | **Delivery  Date**                  | ** ** | **Evidence  of Success**                                                        |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------------------------|------------|---------------------------------------------------------------------------------|
| **Deliverable  Set # 1 — Reporting**

**ACD  Report**: Comprehensive report with data taken directly  from the switch. Details total calls offered, calls handled, calls abandoned,  average speed of answer, average handle time by live agent and downtime.  Delivered to AT&T Mobility daily.

 

**Agent  (PAR) Report**: Agent or Personal Accountability Reports  provide queue performance statistics broken down by agent. Data elements  include the number of ACD calls answered, the average time spent on each ACD  call, the average time spent waiting between ACD calls, the time spend doing  post-call work, the time spent logged into the system, Short calls, transfer  rates, availability etc. Delivered to AT&T Mobility daily.

 

**Call  Disposition Report**: offers call disposition detail by  type code. Supplier may provide this report to AT&T Mobility subject to  Exhibit D of the Agreement.

 

**System  Outages Report**: Report provides a listing of the date,  time, duration and description of any system outages to Supplier’ systems,  root cause analysis, and preventive measures. Delivered to AT&T Mobility  when system outages occur.

 

**Call  Comparison**: Compares forecasted to actual call volume  and answer performance.

 

**Combined  FTE**: Report provides headcount and training data, as  well as weekly attrition. Delivered to AT&T Mobility weekly.

 

**Attrition  Training**: Report provides ongoing attrition training  data, with class details (class size, dates, etc.). Delivered to AT&T  Mobility weekly.

 

**Interval**:  report provides [*] interval call volume data. Delivered to AT&T Mobility  daily.

 

**Invoice  Detail**: Invoices will include detailed documentation  including but not limited to, for each CSR; a list of CSR names, hours logged  via the ACD, hours logged, hire date, tenure, and indicator for training or  Production status.

 

**Weekly Quality Report:**Weekly  roll up of quality performance to include: scores from evaluations  completed by Supplier’ quality team, scores from evaluations completed  by Supplier’ leadership team (team leads/supervisors), QA/Team Lead  score variance, combined score, total evaluations completed by QA team,  total evaluations completed by Team Leads.

 

**Monthly Quality Report**  Monthly roll up of quality performance to include: scores from  evaluations completed by Supplier’ quality team, scores from evaluations  completed by Supplier’ leadership team (team leads/supervisors), QA/Team  Lead score variance, combined score, total evaluations completed by QA  team, total evaluations completed by Team Leads. |       | As indicated in report  description |       | Accurate and timely  reporting either pushed to recipients or available online. |

 

21

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| **Deliverable  Set # 2 — Quarterly Program Reviews**
·                 Supplier will  conduct quarterly Program reviews in person at AT&T Mobility Headquarters  to cover Program highlights, overall account activity, budget analysis,  review key reports and metrics at a management level, the incentive programs  that were run and their results, and to ensure that stated agreed upon  Program objectives are being met (return on investment or “ROI”). If Program  objectives are not being met, team must collectively establish an action plan  to be implemented within [*] to achieve measurable results within [*]. |   | Quarterly  reviews as scheduled |   | **Evidence of Success:**

·                        Quarterly  reviews are held as scheduled

  |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

22

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**ATTACHMENT 3**

**TO EXHIBIT B**

**PRICE**

 
| **PROGRAM NAME**                                                                                                 | ** ** | **StarTek  Tier II Pricing (US)**                     |
|-----------------------------------------------------------------------------------------------------------------------|------------|-------------------------------------------------------|
| ** **                                                                                                            | ** ** | ** **                                            | ** ** | ** ** |
| **Technical  Support Tier II,   ANS, TSD. & ETS Programs-   Tenure Level Based on Agent   Tenure in Months** |       | [*]  [*]  [*]                                         |   | $[*]  $[*]  $[*] |
| **After  Hours Support**                                                                                              |       | [*]                                                   |   | $[*] Premium on Agent’s  applicable Tenured Rates |
|                                                                                                                  |       | [*]                                                   |   | $[*] Premium on Agent’s  applicable Tenured Rates |
|                                                                                                                  |       | [*]                                                   |   | $[*] Premium on Agent’s  applicable Tenured Rates |
| **Clerical  Support**                                                                                                 |       | Not to exceed [*]  without prior approval of AT&T |   | $[*] |
| **DRUG  SCREEN &****BACKGROUND CHECK**                                                                       |       |                                                  |   | Passed through at cost (Checks required as a result of attrition will  be the responsibility of StarTek.) |
| **OVERTIME  RATE & HOLIDAY**                                                                                 |       |                                                  |   | [*]% premium above the applicable Billable  Hour rate |
| **NESTING  - PRODUCTION**                                                                                             |       |                                                  |   | Nesting:     Tier II Tech Support - $[*] |
|                                                                                                                  |       |                                                  |   | New Hire/Growth:    Tier II Tech Support - $[*] |
| **TRAINING  RATE**                                                                                                    |       |                                                  |   | Supplemental Training [*]. |
|                                                                                                                  |       |                                                  |   | Conversion Training: [*] |
|                                                                                                                  |       |                                                  |   | All Attrition: [*] |

 

**Notes:**

 

a.                           CSRtenure is determined based on the hire date of such CSR on any AT&TMobility program. Except as otherwise stated in the Work Order, the totalamount payable by AT&T Mobility for the Services shall be determined byapplying the stated rate of compensation to the Services actually performed bySupplier. [*]. Holiday Rates shall apply based on applicable Holidays at theSite. **US Holidays** (applicable only inthe U.S.): New Years Day, Thanksgiving Day, Labor Day, Christmas Day,Memorial Day, Independence Day.

 

b.                          DomesticInbound/Outbound telecom. AT&T Mobility shall be client of record on the(800) service. Subject to AT&T Mobility’s prior written approval of usage,domestic inbound and outbound telecom charges shall be [*].

 

c.                           Postage,shredding, express mail, printing, and courier services, trunking and circuits,reproduction (other than re attrition training which is borne by Supplier), andtravel (Pre-approved by AT&T Mobility) will all be charged at [*].

 

d.                          ClericalSupport $[*] per hour (not to exceed [*] per [*] without prior approval of theAT&T Mobility contact identified in 2.1 of this Work Order. Functions shallinclude, but not be limited to, the following tasks:

 

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·                  Loginordering, tracking, retiring and maintenance

·                  SOXcontact for all AT&T Mobility audits

·                  Clarifymaintenance

·                  Submittingand tracking Credits and Adjustments

·                  SessionsEnrollments for training

·                  AT&TMobility University setups and retires

·                  Courseenrollments and completions

·                  Trackingand follow through of all Office of the President requests

·                  Backup to LRP for all AT&T Mobility reporting

·                  Distribute and ensure follow up on feedback items(Clarify, Wave, PCS, Tier II, SOA, Direct Fulfillment, etc.), compile results

·                  Gather and summarize results of initiatives(PAR/SRS, migrations, etc.)

 

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## **EXHIBIT C**

## ** **

## **Information SecurityPolicy**

**AT&TSupplier Information Security Requirements**

 

## **[*]**

## ** **

## **EXHIBIT D**

## **Management Procedures forChange Notice**

## ** **

1.               AT&T shall have the right to make changes in thescope of the work and Specification to be performed under this Work Order asset forth in this Exhibit D. All changes shall be authorized in writing byAT&T Contact through a Project Change Notice.

 

2.               Supplier shall not make any changes in the scope ofthe work or Specification to be performed under this Work Order which have notbeen authorized in writing by the AT&T Contact.

 

***3.******             ******If Supplier receivesinstructions, directions or requests to make any change or changes that willresult in a change in the scope of the work to be performed under this WorkOrder from anyone other than the AT&T Contact, Supplier shall promptlynotify the AT&T Contact and provide a description of the proposed change,or changes, the length of the delay, if any, that will result from the changeor changes and the increased cost, if any, that will result from such change orchanges.***

 

4.               If Supplierreceives instructions, directions, or requests from AT&T Contact to makeany change or changes that will result in a change in the scope of the work tobe performed under this Work Order, Supplier shall reasonably promptly provideAT&T Contact with the length of the delay, if any, that will result fromthe change or changes and the increased cost, if any, that will result fromsuch change or changes. Supplier shall not proceed to implement any such changewithout the written agreement of AT&T Contact and Supplier. To the extentthe development work is delayed as a result of Supplier having no writtenauthority to proceed with a change or changes to the development project,Supplier shall not be responsible therefore. Any such changes that are made bySupplier without written approval of AT&T Contact, other than at the urgingor other affirmative act by the AT&T Contact, shall not excuse any delay ina delivery date or form the basis for any claim or rationale to increaseSupplier’s pricing.

 

5.               Any delaysindirectly or directly affecting the dates in the Deliverables Matrix that areapproved in writing by the AT&TContact shall be excused, and any increasein the cost must be approved in writing by the AT&T Contact and shall beadded to the Supplier’s price.

 

6.               Notwithstanding anyother provision herein, Supplier shall not be obligated to make any change tothis Work Order that would cause Supplier to violate any law, rule orregulation; would cause Supplier to violate any contractual obligation ofSupplier; or for which the timing and price related to such change cannot beagreed upon by the parties.

**PROJECTCHANGE NOTICE NEXT PAGE**

 

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**EXHIBIT D**

**CHANGENOTICE**

 
| DATE:                                                                              |   |   |
|------------------------------------------------------------------------------------|--------|--------|
|                                                                               |   |   |
| CLIENT:                                                                            |   |   |
|                                                                               |   |   |
| PROJECT:                                                                           |   |   |
|                                                                               |   |   |
| DESCRIPTION OF CHANGE:   PHASE       INITIATION |

 

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

## ** **

| DATE:                                                                                 |       |       |
|---------------------------------------------------------------------------------------|------------|------------|
|                                                                                  |       |       |
| DATE:                                                                                 |       |       |
|                                                                                  |       |       |
|                                                                                  |       |       |
| ** **                                                                            | ** ** | ** ** |
| ***COST OF CHANGE (if any):         $*** |
| ** **                                                                            | ** ** | ** ** |
| DATE: APPROVALS                                                                       |       |       |
|                                                                                  |       |       |
|                                                                                  |       |       |

 
| Supplier       |   | Buyer  |
|----------------|--------|--------|
|           |   |   |
| By:            |   |   | By: |   |
|           |   |   |
| Printed  Name: |   |   | Printed  Name: |   |
|           |   |   |
| Title:         |   |   | Title: |   |
|           |   |   |
| Date:          |   |   | Date: |   |
|                |        |        |  |  |  |  |

 

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