EXHIBIT 10.12


 


AMENDMENT NO. 2

TO

T-MOBILE USA, INC. SERVICES AGREEMENT


 


CALL CENTER SERVICES


 


This
Amendment No. 2 to the T-Mobile USA, Inc. Services Agreement — Call
Center Services (this “Amendment No. 2”)
is made and entered into as of April 1, 2009 (the “Amendment
Effective Date”), by and 
between T-Mobile USA, Inc., a Delaware corporation, with a
principal place of business at 12920 SE 38th Street,
Bellevue, Washington 98006 (“T-Mobile”)
and StarTek USA, Inc., a Colorado corporation with a principal place of
business at 44 Cook Street, 4th Floor, Denver, CO 80206, USA (“Provider”).


 


RECITALS


 


WHEREAS
T-Mobile and Provider entered into that certain T-Mobile USA, Inc.
Services Agreement — Call Center Services effective as of October 1, 2007
(such agreement, together with all schedules and exhibits thereto, and as
amended by Amendment No. 1, dated February 24, 2008, hereinafter
referred to as the “Original Agreement”);


 


WHEREAS
the terms of the Original Agreement (including, for the avoidance of doubt, capitalized
terms defined therein) are incorporated herein mutatis
mutandis;


 


WHEREAS
Provider and T-Mobile desire to amend the Original Agreement to adjust the
hours of operation for the call center services rendered by Provider at
Kingston, Ontario, Canada and Sarnia, Ontario, Canada;


 


WHEREAS
Provider and T-Mobile desire to amend the Original Agreement to add new Lines
of Business for the call center services rendered by Provider to include:  MCSA Migrations - 36, WLNP — 518 (formerly
Skill 727), WLNP Spanish — 285 (formerly Skill 747), Web Correspondence,
Business Care 250, 251, Business Care Offline Chat, Gen Care Offline Chat, B2B
Major Accounts — 132, and SunCom Business Care - 450 shown below at Alexandria,
Louisiana; Kingston, Ontario, Canada; and/or Sarnia, Ontario, Canada;


 


WHEREAS
Provider and T-Mobile desire to amend the Original Agreement by this Amendment No. 2,
to replace in its entirety Section A entitled “Rate Chart” in
Schedule 1 to Pricing Terms, as hereinafter set forth;


 


WHEREAS
Provider and T-Mobile desire to amend the Original Agreement by this Amendment No. 2,
to incorporate additional AHT KPI tables in Section B (KPI
Penalties and Bonuses: Pay for Performance Workbook), as hereinafter set forth
below;


 


WHEREAS
Provider and T-Mobile desire to amend the Original Agreement by this Amendment No. 2
to add Exhibit F (Training Device License Agreement) to the
Original Agreement, as hereinafter set forth; and


 


WHEREAS Provider and
T-Mobile desire to amend the Original Agreement by this Amendment No. 2 to
delete Attachment 1 of Exhibit C entitled “Required Internet Sites
(URLs)” 


 


	
  AMENDMENT
  NO. 2 TO T-MOBILE USA, INC.

  	
   

  	
  T-Mobile USA Confidential

  
	
  SERVICES
  AGREEMENT

  	
   

  	
   

  



 


1

















 


in its entirety and to incorporate the
Required Internet Sites into Exhibit C-1, as hereinafter set forth
below.


 


NOW, THEREFORE, in consideration of the
mutual covenants contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties hereby amend the Original Agreement as follows:


 


AMENDMENTS


 


1.                                      Amendment.


 


Section A entitled “Description
of Services and Specifications” in Exhibit B (Form of
Statement of Work) accompanying and incorporated into the Original Agreement,
is hereby deleted in its entirety and replaced with the following:


 


“A.          Description of Services and Specifications:


 


	
  Line of
  Business

  	
   

  	
  AHT

  	
   

  	
  Site

  	
   

  	
  Hours of

  Operation

  Pacific Time

  	
   

  	
  Commencement

  Date for Hours of

  Operation

  	
   

  	
  Term

  
	
  Activations English - 261

  	
   

  	
  [*]

  	
   

  	
  Alexandria,
  Louisiana

  	
   

  	
  [*]

  	
   

  	
  November 9,
  2008

  	
   

  	
  Two
  (2) years from Agreement Effective Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Consumer Credit English -
  281

  	
   

  	
  [*]

  	
   

  	
  Alexandria,
  Louisiana

  	
   

  	
  [*]

  	
   

  	
  November 9,
  2008

  	
   

  	
  Two
  (2) years from Agreement Effective Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MCSA Migrations - 36

  	
   

  	
  [*]

  	
   

  	
  Alexandria,
  Louisiana

  	
   

  	
  [*]

  	
   

  	
  Week
  of March 15, 2009

  	
   

  	
  Two
  (2) years from Agreement Effective Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WLNP — 518 (formerly 727)

  	
   

  	
  [*]

  	
   

  	
  Alexandria,
  Louisiana

  	
   

  	
  [*]

  	
   

  	
  September 20,
  2008

  	
   

  	
  Two
  (2) years from Agreement Effective Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Activations English - 261

  	
   

  	
  [*]

  	
   

  	
  Kingston,
  Ontario, Canada

  	
   

  	
  [*]

  	
   

  	
  November 9,
  2008

  	
   

  	
  Two
  (2) years from Agreement Effective Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Activations Offline

  	
   

  	
  [*]

  	
   

  	
  Kingston,
  Ontario, Canada

  	
   

  	
  [*]

  	
   

  	
  October 1,
  2007

  	
   

  	
  Two
  (2) years from Agreement Effective Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Business Care - 250

  	
   

  	
  [*]

  	
   

  	
  Kingston,
  Ontario, Canada

  	
   

  	
  [*]

  	
   

  	
  October 1,
  2007

  	
   

  	
  Two
  (2) years from Agreement Effective Date

  



 


2

















 


	
  Business Care - 251

  	
   

  	
  [*]

  	
   

  	
  Kingston,
  Ontario, Canada

  	
   

  	
  [*]

  	
   

  	
  October 1,
  2007

  	
   

  	
  Two
  (2) years from Agreement Effective Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Business Care Offline

  	
   

  	
  [*]

  	
   

  	
  Kingston,
  Ontario, Canada

  	
   

  	
  [*]

  	
   

  	
  March 29,
  2009

  	
   

  	
  Two
  (2) years from Agreement Effective Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Consumer Credit English -
  281

  	
   

  	
  [*]

  	
   

  	
  Kingston,
  Ontario, Canada

  	
   

  	
  [*]

  	
   

  	
  November 9,
  2008

  	
   

  	
  Two
  (2) years from Agreement Effective Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Gen Care Offline Chat

  	
   

  	
  [*]

  	
   

  	
  Kingston,
  Ontario, Canada

  	
   

  	
  [*]

  	
   

  	
  Week
  of May 17, 2009

  	
   

  	
  Two
  (2) years from Agreement Effective Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MCSA Migrations - 36

  	
   

  	
  [*]

  	
   

  	
  Kingston,
  Ontario, Canada

  	
   

  	
  [*]

  	
   

  	
  February 9,
  2009

  	
   

  	
  Two
  (2) years from Agreement Effective Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SIM-MSISDN - 19

  	
   

  	
  [*]

  	
   

  	
  Kingston,
  Ontario, Canada

  	
   

  	
  [*]

  	
   

  	
  February 25,
  2008

  	
   

  	
  Two
  (2) years from Agreement Effective Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Web Correspondence

  	
   

  	
  [*]

  	
   

  	
  Kingston,
  Ontario, Canada

  	
   

  	
  [*]

  	
   

  	
  May 18,
  2009

  	
   

  	
  Two
  (2) years from Agreement Effective Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WLNP —518 (formerly 727)

  	
   

  	
  [*]

  	
   

  	
  Kingston,
  Ontario, Canada

  	
   

  	
  [*]

  	
   

  	
  September 20,
  2008

  	
   

  	
  Two
  (2) years from Agreement Effective Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WLNP Casework

  	
   

  	
  [*]

  	
   

  	
  Kingston,
  Ontario, Canada

  	
   

  	
  [*]

  	
   

  	
  January 1,
  2007

  	
   

  	
  Two
  (2) years from Agreement Effective Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WLNP Spanish - 285
  (formerly 747)

  	
   

  	
  [*]

  	
   

  	
  Kingston,
  Ontario, Canada

  	
   

  	
  [*]

  	
   

  	
  September 20,
  2008

  	
   

  	
  Two
  (2) years from Agreement Effective Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  B2B Major Accounts - 132

  	
   

  	
  [*]

  	
   

  	
  Sarnia,
  Ontario, Canada

  	
   

  	
  [*]

  	
   

  	
  July 27,
  2007

  	
   

  	
  Two
  (2) years from Agreement Effective Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Business Care - 250

  	
   

  	
  [*]

  	
   

  	
  Sarnia,
  Ontario, Canada

  	
   

  	
  [*]

  	
   

  	
  December 1,
  2008

  	
   

  	
  Two
  (2) years from Agreement Effective Date

  



 


3

















 


	
  Business Care - 251

  	
   

  	
  [*]

  	
   

  	
  Sarnia,
  Ontario, Canada

  	
   

  	
  [*]

  	
   

  	
  December 1,
  2008

  	
   

  	
  Two
  (2) years from Agreement Effective Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Business Care Offline

  	
   

  	
  [*]

  	
   

  	
  Sarnia,
  Ontario, Canada

  	
   

  	
  [*]

  	
   

  	
  October 1,
  2007

  	
   

  	
  Two
  (2) years from Agreement Effective Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Business Care Offline Chat

  	
   

  	
  [*]

  	
   

  	
  Sarnia,
  Ontario, Canada

  	
   

  	
  [*]

  	
   

  	
  March 15,
  2009

  	
   

  	
  Two
  (2) years from Agreement Effective Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MCSA Migrations - 36

  	
   

  	
  [*]

  	
   

  	
  Sarnia,
  Ontario, Canada

  	
   

  	
  [*]

  	
   

  	
  February 9,
  2009

  	
   

  	
  Two
  (2) years from Agreement Effective Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SunCom Business Care — 450

  	
   

  	
  [*]

  	
   

  	
  Sarnia,
  Ontario, Canada

  	
   

  	
  [*]

  	
   

  	
  Week
  of May 17, 2009

  	
   

  	
  Two
  (2) years from Agreement Effective Date

  



 


2.                                      Amendment.


 


Section B entitled “General” is hereby changed in
reference only to Section C.


 


3.                                      Amendment.


 


Section B is hereby modified and entitled as “Service
Descriptions” in Exhibit B (Form of Statement of Work)
accompanying and incorporated into the Original Agreement, is hereby replaced
with the following:


 


“B.          Service Descriptions. 
The following T-Mobile Lines of Business will be supported from the
StarTek Facilities:


 


1.             “Activations English — 261”: 
Provides English language customer service regarding account creation,
assignment of mobile number, and enrollment in a rate plan.


 


2.             “B2B Major
Accounts — 132”:  Provides individual specialized customer
service required by large corporate and government accounts.


 


3.             “Business Care — 250, 251”: 
Provides specialized customer service required by large businesses and
government accounts.


 


4.             “Consumer Credit English — 281”: 
Provides English language customer service regarding credit matters on T-Mobile
accounts.


 


5.             “MCSA
(Master Corporate Services Agreement) — 36”: Provides
customer service to employees of businesses to take advantage of corporate
discounts.


 


4

















 


6.             “SIM-MSISDN
- 19”:  Provides customer service for customers
regarding SIMS and phone numbers on T-Mobile accounts.


 


7.             “Web Correspondence”:  Provides
customer service via written customer requests submitted through email to
T-Mobile.com.


 


8.             “WLNP
- English — 518 (formerly Skill 727)”:  Provides English language customer
service on pending port requests for customers who transfer mobile phone
numbers to or from T-Mobile.


 


9.             “WLNP - Spanish — 285 (formerly Skill 747)”:  Provides Spanish language customer
service on pending port requests for customers who transfer mobile phone
numbers to or from T-Mobile.


 


10.           “Activations Offline”: Provides
offline customer service regarding account creation, assignment of mobile
number, and enrollment in a rate plan.


 


11.           “Business Care — Offline”:
Provides specialized offline customer service required by large businesses and
government accounts.


 


12.           “Business Care Offline Chat”:
Provides specialized customer service required by large businesses and
government accounts using Instant Service.


 


13.           “General Customer Care
Offline Chat”: Provides general customer support for billing
issues, call handling, coverage, calling features, rate plans, services, etc.
using Instant Service.


 


14.           “WLNP Casework”:
Provides customer service on pending port requests for customers who transfer
mobile phone numbers to or from T-Mobile requiring additional research.


 


15.           “SunCom Business Care - 450”:  Provides
English language specialized customer service required by large businesses and
government accounts.”


 


4.                                      Amendment.


 


Section A entitled “Rate
Chart” in Schedule 1 to Pricing Terms accompanying and incorporated into the
Original Agreement, is hereby deleted in its entirety and replaced with the
following:


 


“A.          Rate Chart.  The following chart sets forth the respective
rates for the Services, subject to modification as provided in Section B
below and as otherwise provided in the Original Agreement.


 


5

















 


	
  Line Of
  Business (LOB)

  	
   

  	
  %
  Offered to

  Forecast

  	
   

  	
  Price
  Per

  Minute

  (PPM)**

  	
   

  	
  Holiday/Overtime

  PPM**

  
	
   

  	
   

  	
  [*]

  	
   

  	
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  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
  Activations English - 261

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
  B2B Major Accounts - 132

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
  Business Care - 250, 251

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
  Consumer Credit English - 281

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
  MCSA Migrations - 36

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
  WLNP – 518 (formerly 727)

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
  SunCom Business Care – 450

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
   

  	
   

  	
  [*]

  	
   

  	
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  Line Of
  Business (LOB)

  	
   

  	
  %
  Offered to

  Forecast

  	
   

  	
  Price
  Per

  Minute 

  (PPM)**

  	
   

  	
  Holiday/Overtime
  

  PPM**

  
	
   

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
  WLNP
  Spanish - 285 (formerly 747)

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
   

  	
   

  	
  [*]

  	
   

  	
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6

















 


	
   

  	
   

  	
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  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Base Price Per Minute (PPM) Rate

  	
   

  	
   

  	
   

  	
  [*]

  	
   

  	
   

  



 


	
  Line Of Business (LOB)

  	
   

  	
  Location

  	
   

  	
  Price Per

  Hour (PPH)

  	
   

  	
  Holiday/Overtime

  PPH

  
	
  Activations
  Offline

  	
   

  	
  Kingston,

  Ontario

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Business
  Care Offline

  	
   

  	
  Kingston,

  Ontario

  Sarnia, Ontario

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Gen
  Care Offline Chat

  	
   

  	
  Kingston,

  Ontario

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SIM-MSISDN
  - 19

  	
   

  	
  Kingston,

  Ontario

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Web
  Correspondence

  	
   

  	
  Kingston,

  Ontario

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WLNP
  Casework

  	
   

  	
  Kingston,

  Ontario

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Business
  Care Offline Chat

  	
   

  	
  Sarnia, Ontario

  	
   

  	
  [*]

  	
   

  	
  [*]

  



 






**NOTE:  Pricing
contingent upon meeting adjusted Service Level goal and 95% staffing level


 


	
  Hourly Price Points

  	
   

  	
  Price
  Per Hour (PPH)

  	
   

  
	
  New Hire Training

  	
   

  	
  $

  	
  [*]

  	
   

  
	
  Continuing Education Training

  	
   

  	
  $

  	
  [*]

  	
   

  
	
  Conversion Training (80/40)

  	
   

  	
  $

  	
  [*]

  	
   

  
	
  Conversion Training - Activations and Consumer
  Credit (90/20)

  	
   

  	
  $

  	
  [*]

  	
   

  
	
  Data Input of Downtime Forms

  	
   

  	
  $

  	
  [*]

  	
   

  
	
  Non-Standard Report Development

  	
   

  	
  $

  	
  [*]

  	
   

  



 


5.             Amendment.


 


Section 14.6 (One Call Resolution (OCR)) of the
Standard Terms is hereby deleted in its entirety.


 


“[RESERVED]”


 


7

















 


6.             Amendment.


 


The
AHT KPI tables with the PFP Factors in Section B (KPI Penalties and
Bonuses: Pay for Performance Workbook) of Schedule 1 to Standard Terms and
Conditions are edited to include the additional LOBs as hereinafter set
forth in Appendix A.


 


7.                                      Amendment.


 


Section C (Ramp Provisions) is hereby deleted in its
entirety.


 


8.                                      Amendment.


 


Exhibit F (Training Device License Agreement) shall be
added to the Original Agreement in the form set forth as Appendix B
attached hereto.


 


9.                                      Amendment.


 


Attachment 1 to Exhibit C (“T-Mobile Customer Care
System”) entitled “Required Internet Sites (URLs)” is hereby deleted and
replaced in its entirety as follows:


 


“EXHIBIT C-1


 


REQUIRED INTERNET SITES (URLs)


 


At least monthly T-Mobile
will electronically submit a list of URLs that supplement internal “Streamline”
methods and procedures for addressing T-Mobile customer concerns.  Provider must provide and limit network
access to strictly these URLs, and ensure that such URLs are accessible on each
workstation during training and production. 
T-Mobile may, in its sole discretion, change or update the list and the
form of communication to Provider at any time.”


 


10.          The Handset and SIM License Agreement
dated September 26, 2008 is hereby revoked in its entirety and is
superseded with Exhibit F.


 


11.          Except as modified or superseded by
this Amendment No. 2, all other terms and conditions of the Original
Agreement shall remain in full force and effect, without modification, addition
or deletion.


 


12.          Headings used in this Amendment No. 2
are for reference purposes only and in no way define, limit, construe or
describe the scope or extent of such section.


 


(THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK)


 


8

















 


13.          This Amendment No. 2 may be
executed by the Parties hereto in any number of separate counterparts,
including by facsimile or other electronic transmission, and all such
counterparts taken together shall be deemed to constitute one and the same
instrument.


 


IN
WITNESS WHEREOF, the parties hereto have executed this Amendment No. 2 as
of the Amendment Date above.


 


 


	
  PROVIDER

  	
   

  	
  T-MOBILE USA,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ A. L. Jones

  	
   

  	
  By: 

  	
  Betty Jones

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name: 

  	
  A. L. Jones

  	
   

  	
  Name: 

  	
  Betty Jones

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title: 

  	
  CEO

  	
   

  	
  Title: 

  	
  Vice President, Customer Care

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date Signed:

  	
  6-23-09

  	
   

  	
  Date Signed:

  	
  6-16-09

  



 


9

















 


APPENDIX A


 


AMENDED PFP FACTORS


 


The
PFP Factors for the additional AHT tables as set forth in Section B
(KPI Penalties and Bonuses: Pay for Performance Workbook) of Schedule 1 to
Standard Terms and Conditions are as follows:


 


**Note:  pursuant to the terms and conditions set
forth in the Agreement, the measurements below are subject to revision at
T-Mobile’s sole discretion, by provision of written notice to the
Provider.  If Quality PFP is in penalty,
no bonus for AHT PFP can be achieved.


 


AHT
- 420

Activations English (261)


 


	
  From

  	
   

  	
  To

  	
   

  	
  PFP

  Factor

  	
   

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  



 


AHT
- 320

Consumer Credit English (281)


 


	
  From

  	
   

  	
  To

  	
   

  	
  PFP

  Factor

  	
   

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  



 


AHT
- 450

MCSA Migrations (36)


 


	
  From

  	
   

  	
  To

  	
   

  	
  PFP

  Factor

  	
   

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  



 


AHT - 415

WLNP English (518)

WLNP Spanish (285)


 


	
  From

  	
   

  	
  To

  	
   

  	
  PFP

  Factor

  	
   

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  



 


AHT - 480

Business Care (250)

Business Care (251)


 


	
  From

  	
   

  	
  To

  	
   

  	
  PFP

  Factor

  	
   

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  



 


AHT - 340

B2B Major Accounts

(132)


 


	
  From

  	
   

  	
  To

  	
   

  	
  PFP

  Factor

  	
   

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  



 


	
  APPENDIX
  A

  	
  T-Mobile USA Confidential

  



 


1
















 


APPENDIX B


EXHIBIT F


TRAINING DEVICE LICENSE AGREEMENT


 


	
  APPENDIX B

  	
   

  	
  T-Mobile
  USA Confidential

  



 


1

















 


EXHIBIT F


 


T-MOBILE USA, INC.


 


TRAINING DEVICE LICENSE AGREEMENT


 


License Effective Date: April 1,
2009


 


This Training Device License
Agreement (this “License Agreement”) is
entered into as of the License Effective Date above, by and between T-Mobile
USA, Inc., with its primary business office at 12920 SE 38th Street, Bellevue, WA Washington 98006 (“T-Mobile”), and StarTek USA, Inc.,
a corporation organized under Colorado, with a principal place of business at
44 Cook Street, 4th Floor, Denver, Colorado 80206, USA (“Provider”).


 


For purposes of clarity, T-Mobile and/or
Provider may be generally referred to herein individually as a “Party” or
collectively as the “Parties.”


 


1.   Scope of Use.  Provider and T-Mobile currently
have entered into that certain Services Agreement — Call Center Services, dated
October 1, 2007, and as amended by Amendment No. 1, dated February 24,
2008 (the “Services Agreement”), for the
provision of certain customer care services to T-Mobile and T-Mobile’s
customers, the terms of which are incorporated by reference herein, mutatis mutandis. Capitalized terms used herein but not
defined shall have the meanings accorded to them in the Services
Agreement.  In order to provide the
Services under the Services Agreement, Provider will be delivered certain
Handsets and SIMs (as respectively defined and identified below), for internal
use by Provider’s care representatives, to assist T-Mobile’s customers with
handset related issues, including, without limitation, operational handset use
and handset troubleshooting.


 


2.   Training
Devices.  At
T-Mobile’s sole discretion,  T-Mobile
may furnish to Provider the handsets (“Handsets”),
Subscriber Identity Modules (“SIMs”),
and/or wireless routers (“Routers”)
as may be required for offshore sites (collectively “Training
Devices”), for the sole use in the training environment. The
Training devices shall be identified in
the training device inventory (“Training Device Inventory”) for the applicable
Sites mentioned therein and will be updated from time-to-time.


 


3.   Training Device
Inventory.  At least quarterly T-Mobile will electronically submit a clean Training
Device Inventory to Provider for the purpose of obtaining all training device
information that currently is in Provider’s possession.  The Training Device Inventory will need to be
populated with make/model, serial numbers, IMEI numbers, SIM/MSISDN numbers, and
all other information as outlined in the Training Device Inventory.  Provider assumes full responsibility for the
Training devices and for the accuracy of the devices reflected in the Training
Device Inventory.  Provider will fully
complete the Training Device Inventory and submit electronically to T-Mobile
within two (2) weeks after receipt. 
All exceptions will be submitted to Provider for
reconciliation/verification to be resolved within two (2) weeks of receipt
of exceptions report.  Provider will be
charged for all unaccounted Training Devices. 
T-Mobile, in its sole discretion, reserves the right to disable any SIM
for any or no reason.


 


	
  EXHIBIT F

  	
   

  	
  T-Mobile USA Confidential

  



 


1

















 


4.   Handsets and SIMs
License.  T-Mobile hereby grants to
Provider a revocable, non-exclusive, non-transferable, royalty-free, limited
use license to use the Handsets and SIMs solely for use in support of the
Services set forth in the Services Agreement. Notwithstanding anything to the
contrary contained herein or in the Services Agreement, the license grant under
this Section 3 will immediately terminate upon the termination or
expiration of this License Agreement.


 


5. 
Offshore Wireless Router and Internet Requirements:  If applicable and upon T-Mobile’s approval,
Routers may be required for the sole use of meeting training curriculum
requirements in offshore locations. The
Routers must be placed outside of Provider’s perimeter protection devices, such
as a firewall.  Internal systems must not
be allowed to connect to the Router’s Wi-Fi network.  Provider will not
transmit through the Router device any information of a sensitive nature to
include, but not limited to, all T-Mobile or third-party Confidential data,
Personally Identifiable Information (PII), or other sensitive information which
requires a measurable degree of protection. Provider may purchase, up to
one-hundred dollars ($100.00 USD), a Router for each training classroom or as
mutually agreed upon and will submit the invoices to T-Mobile for
reimbursement.  Each Router must be
itemized in the Training Device Inventory. 
At Provider’s expense, a broadband connection obtained through an ISP is
required to fulfill certain training curriculum in offshore locations.  Provider will set up Internet
connection in such a way as to ensure security of the T-Mobile network.


 


6.   Term
and Termination.  This License Agreement
will commence on the License Effective Date above and will terminate on the
earlier of the (i) termination of the Services Agreement, or (ii) termination
by T-Mobile upon twenty-four (24) hours notice. All provisions of this License Agreement
that by their terms should survive termination or expiration of this License Agreement
will so survive.


 


7.   Return and Certification.  Upon expiration or
termination of this License Agreement, Provider shall immediately (i) return
all T-Mobile designated Training Devices to T-Mobile via overnight shipping, as
preapproved by T-Mobile or T-Mobile’s authorized representative, and (ii) certify
to T-Mobile in writing that such Training Devices have been returned in an
acceptable condition, excluding normal wear and tear.


 


8.   Confidential
Information; Personal Data.  The Parties have entered into certain mutual
nondisclosure and confidentiality provisions, as set forth in the Services
Agreement, to protect each Party’s Confidential Information and proprietary
information from unauthorized disclosure by the other Party. Without limitation
to the foregoing or the mutual nondisclosure and confidentiality provisions
contained in the Services Agreement, Provider acknowledges and agrees that the
Training Devices, including, without limitation, any and all information
related to the Training Devices, will be treated as T-Mobile Confidential
Information. Except as may be provided in the scripts necessary for the
provision of the Services, Provider will not disclose any Confidential
Information or proprietary information relating to the Handsets, SIMs, or other
training equipment to any third party without the prior written consent of
T-Mobile.


 


9.   Warranty Disclaimer. 
EXCEPT TO THE EXTENT OTHERWISE REQUIRED BY APPLICABLE LAW, T-MOBILE
MAKES NO REPRESENTATIONS, WARRANTIES OR 


 


2

















 


CONDITIONS, EXPRESS
OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE HANDSETS, SIMs, AND/OR OTHER
TRAINING EQUIPMENT, WHETHER ALLEGED TO
ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE
OF DEALING OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY
REPRESENTATIONS, WARRANTIES OR CONDITIONS AS TO (I) NON-INFRINGEMENT, (II) MERCHANTABILITY,
OR (III) FITNESS OR SUITABILITY FOR A PARTICULAR PURPOSE OR USE. WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, T-MOBILE DOES NOT REPRESENT, WARRANT
OR CONDITION THAT THE OPERATION OF THE HANDSETS, SIMs, AND/OR OTHER TRAINING
EQUIPMENT WILL BE UNINTERRUPTED, BUG FREE OR ERROR FREE. EXCEPT FOR
THE WARRANTIES PROVIDED BY THE APPLICABLE MANUFACTURER(S) OF THE TRAINING
DEVICES, THE TRAINING DEVICES
ARE PROVIDED “AS IS.” 
PROVIDER ACKNOWLEDGES THAT IT RELIES ON NO REPRESENTATIONS, WARRANTIES
OR CONDITIONS, EXCEPT THOSE EXPRESSLY SET FORTH HEREIN OR IN THE SERVICES
AGREEMENT.  TO THE EXTENT AN IMPLIED
WARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED IN DURATION TO THE TERM
OF THIS LICENSE AGREEMENT.  THIS
DISCLAIMER AND EXCLUSION WILL APPLY EVEN IF THE EXPRESS WARRANTY SET FORTH IN
THIS SECTION 9 FAILS OF ITS ESSENTIAL PURPOSE OR USE.


 


TO
THE EXTENT PERMITTED BY APPLICABLE LAW, (A) IN NO EVENT WILL T-MOBILE BE LIABLE
FOR COST OF COVER OR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES
HEREUNDER  (INCLUDING WITHOUT LIMITATION
ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS OR LOSS
OF BUSINESS) ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE AGREEMENT OR ANY
HANDSETS, SIMs, OR OTHER TRAINING EQUIPMENT PROVIDED HEREUNDER, EVEN IF
T-MOBILE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH
DAMAGES ARE REASONABLY FORESEEABLE.


 


10.  Ownership of
Deliverables.  All Training Devices identified herein
and all right, title and interest therein (including, but not limited to,
associated copyright, trademark, patent and other intellectual property
rights), are and will remain, as between the Parties, the sole and exclusive property
of T-Mobile.


 


11.  Ownership of
Training Usage and Expenses.  All SIMs will be assigned a rate plan
designated in Provider’s name which will be set up exclusively for training
purposes as per the training curriculum. 
As defined by the training curriculum, and upon completion of each
graduating training class, Provider may be permitted to invoice T-Mobile up to
the allowable training usage per graduating FTE, as described in Schedule F.  Provider will submit an electronic statement
of Provider’s rate plan invoice covering the dates of such training class, as
appropriate.  Summary of the rate plan
below reflects usage and charges and is subject to and/or termination by
T-Mobile, in its sole discretion, at any time.


 


3

















 


Rate Plan Highlights:


 


	
  Recurring Charge*

  	
   

  	
  Included Buckets*

  	
   

  	
  Additional Charges*

  	
   

  
	
  $[*] per month 

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rate Plan SOC  

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  
	
  SRVPARTRP

  	
   

  	
   

  	
   

  	
   

  	
   

  



 






*Subject
to change by T-Mobile, in its sole discretion, at any time.


 


Included & Optional Features 


 


	
  SOC*

  	
   

  	
  Cost*

  	
   

  	
  Description*

  	
   

  
	
  SVPARTBB

  	
   

  	
  [*]

  	
   

  	
  BlackBerry

  	
   

  
	
  SVPARTG1

  	
   

  	
  [*]

  	
   

  	
  G1 Data Feature

  	
   

  
	
  SVPUTINT

  	
   

  	
  [*]

  	
   

  	
  Unlimited Internet

  	
   

  
	
  SVPARTSK

  	
   

  	
  [*]

  	
   

  	
  Sidekick

  	
   

  
	
  SVPVPN

  	
   

  	
  [*]

  	
   

  	
  VPN Internet

  	
   

  
	
  HTSPTST

  	
   

  	
  [*]

  	
   

  	
  HotSpot test

  	
   

  



 






*Subject
to change by T-Mobile, in its sole discretion, at any time.


 


12.  Risk of Loss or Damage.  Provider shall be solely responsible for all
risk of loss and damage to the Training Devices, including, without limitation,
for any loss, destruction, theft and/or damage, up and to the replacement value
incurred by T-Mobile, including any and all shipping fees.  Provider shall be liable to T-Mobile for all
fees, penalties and/or other monies owed, in T-Mobile’s sole discretion, as a
result of any loss, destruction, theft, misappropriation, fraud, and/or damage
to the Training Devices.  Without
limitation to the foregoing or anything contained in this License Agreement,
Provider shall be solely responsible for any and all acts, omissions and/or willful
misconduct of Provider’s employees, subcontractors, agents and/or independent
contractors.


 


13.  Miscellaneous.  This License Agreement and the Services
Agreement constitute the entire agreement of the Parties with respect to the
subject matter hereof and they supersede all prior or contemporaneous
negotiations, documents and agreements with respect to such subject
matter.  No amendment, modification or
waiver of this License Agreement will be valid unless set forth in a writing
signed by the Parties.  This License Agreement
will inure to the benefit of the Parties and their successors-in-interest and
permitted assigns.  If any provision of
this License Agreement is held by a court of competent jurisdiction to be
illegal, invalid, or unenforceable, the remaining provisions shall remain in
full force and effect.  A Party may
assign this License Agreement to any company controlling, controlled by or
under common control with such Party or in connection with a merger,
reorganization or sale of all or substantially all of such Party’s capital stock
or assets, provided that Provider must obtain T-


 


4

















 


Mobile’s prior
written consent to any such assignment. 
This License Agreement will be governed by the laws of the state of
Washington, without reference to its choice of law principles.  The application of the United Nations
Convention on Contracts for the International Sale of Goods is hereby
excluded.  Each Party hereby irrevocably
submits to the personal and exclusive jurisdiction and venue of the courts
located in the state of Washington in any action arising out of or in
connection with this License Agreement.


 


5

















 


SCHEDULE F


REIMBURSABLE TRAINING USAGE AMOUNTS


 


Only
for those LOBs described below, amounts reflect normal usage required by
training curriculum for each graduating FTE and is subject to change in
T-Mobile’s sole discretion.


 


	
  Training 

  Type

  	
   

  	
  Start 

  LOB

  	
   

  	
  Start Skill

  	
   

  	
  End LOB

  	
   

  	
  End Skill

  	
   

  	
  Handset Usage (per 

  Graduating FTE)*

  	
   

  
	
  New Hire

  	
   

  	
  Tech Care - Tier 2

  	
   

  	
  [*]

  	
   

  	
  Tech Care - Tier 2

  	
   

  	
  [*]

  	
   

  	
  $

  	
  [*]

  	
   

  
	
  Conversion

  	
   

  	
  Tech Care - Tier 1

  	
   

  	
  [*]

  	
   

  	
  Tech Care - Tier 2 

  / DDC & PDA

  	
   

  	
  [*]

  	
   

  	
  $

  	
  [*]

  	
   

  



 






*Subject
to change by T-Mobile, in its sole discretion, at any time.


 


6