EXHIBIT 10.10


 


Amendment


 


 


20070105.006.A.003


 


 


Between


 


 


StarTek, Inc.


 


 


And


 


 


AT&T Services, Inc.


 

















 


AMENDMENT
NO. 3


 


AGREEMENT
NO. 20070105.006.C


 


This Amendment, effective
on the date when signed by the last Party (“Effective Date”), and amending Agreement
No. 20070105.006.C, is by and between StarTek, Inc., a Delaware corporation (“Supplier”),
and AT&T Services, Inc., a Delaware corporation (“AT&T”), each of which
may be referred to in the singular as a “Party” or in the plural as the “Parties.”


 


WITNESSETH


 


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


 


WHEREAS, Supplier and AT&T desire to amend
the Agreement as hereinafter set forth.


 


NOW,
THEREFORE, in
consideration of the premises and the covenants hereinafter contained, the
Parties hereto agree as follows:


 


1)              Section
2.0 “Definitions”, is hereby amended as
follows:


 


a.               Sub-section
2.24, “Customer Service Representative” or “CSR”,
is hereby added to the Agreement and is fully incorporated therein by this
reference:


 


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


 


b.              Sub-section
2.25, “Average Handle Time”, is hereby added
to the Agreement and is fully incorporated therein by this reference.


 


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


 


c.               Sub-section
2.26, “Nesting”, is hereby added to the
Agreement and is fully incorporated therein by this reference.


 


2.26    “Nesting” means the period after CSRs have completed the
classroom training and are receiving inbound calls in the Production
environment with mentoring and coaching.


 


d.              Sub-section
2.27, “Product” or “Program”,
is hereby added to the Agreement and is fully incorporated therein by this
reference.


 


2.27    “Product” or “Program” means AT&T services and customer
support services related thereto.


 


Proprietary
and Confidential


This
Agreement and information contained therein is not for use or disclosure
outside of AT&T, its Affiliates, and third party representatives, and
Supplier except under written agreement by the contracting parties.


 


2

















 


e.               Sub-section
2.28, “Production”, is hereby added to the
Agreement and is fully incorporated therein by this reference.


 


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


 


f.                 Sub-section
2.29, “Project”, is hereby added to the
Agreement and is fully incorporated therein by this reference.


 


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


 


g.              Sub-section
2.30, “Special Terms and Conditions”, is
hereby added to the Agreement and is fully incorporated therein by this
reference.


 


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


 


h.              Sub-section
2.31, “Warm Transfer”, is hereby added to the
Agreement and is fully incorporated therein by this reference.


 


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


 


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


 


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


 


i.            Each
month, AT&T shall be entitled to the discounts shown in the table below,
based on the cumulative value of all
work performed by Supplier during the month for all Orders issued under this
Agreement, except however that Orders for Services performed for AT&T
Mobility, LLC that are active as of the effective date of this amendment shall
be excluded.  Any discounts shall be
submitted as a separate credit memo to be issued against the applicable Order
in which the credit applies and must be issued by the end of the month in which
the invoice was issued.  If no further
payments are owed to Supplier under an applicable Order that is either
Cancelled, Terminated or expired, and a credit is still owed, Supplier shall
issue a check to AT&T for such credit within [*] days after such
Termination, Cancellation or expiration.


 


Proprietary
and Confidential


This
Agreement and information contained therein is not for use or disclosure
outside of AT&T, its Affiliates, and third party representatives, and
Supplier except under written agreement by the contracting parties.


 


3

















 


3)              The
Discount Table and Example shown in Subparagraph i of Section 3.19 Invoicing and Payment is hereby modified as
follows:


 


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


 


4)              The
following Section 4.22, “Change Management”,
is hereby added to the Agreement and is fully incorporated therein by this
reference:


 


4.22          Change Management


 


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


 


5)              The
following Section 4.23, “Call Flow and Script
Approval”, is hereby added to the Agreement and is fully
incorporated therein by this reference:


 


4.23 Call
Flow and Script Approval


 


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


 


6)              The
attached Appendix J — “Program Change Notice”
is hereby added to the Agreement and fully incorporated therein by this
reference.


 


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


 


The terms and conditions
of Agreement No. 20070105.006.C in all other respects remain unmodified and in
full force and effect.


 


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


 


Proprietary
and Confidential


This
Agreement and information contained therein is not for use or disclosure outside
of AT&T, its Affiliates, and third party representatives, and Supplier
except under written agreement by the contracting parties.


 


4

















 


IN
WITNESS WHEREOF,
the Parties have caused this Amendment to Agreement No. 20070105.006.C to be
executed, as of the date the last Party signs.


 


 


	
  StarTek, Inc.

  	
   

  	
  AT&T Services, Inc.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ A. Laurence Jones

  	
   

  	
  By:

  	
  /s/ Karen Tays

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Printed Name:

  	
  A. Laurence Jones

  	
   

  	
  Printed Name:

  	
  Karen Tays

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  President & CEO

  	
   

  	
  Title:

  	
  Senior Contract Manager

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:  

  	
  6/24/09

  	
   

  	
  Date:

  	
  6/23/09

  



 


Proprietary
and Confidential


This
Agreement and information contained therein is not for use or disclosure
outside of AT&T, its Affiliates, and third party representatives, and
Supplier except under written agreement by the contracting parties.


 


5

















 


Appendix J


 


PROGRAM CHANGE NOTICE


 


	
  PRIORITY:

  	
   

  	
  High o

  	
  Medium o

  	
  Low o

  



 


	
  PROGRAM:

  	
  DATE:

  
	
   

  	
   

  
	
  SUPPLIER:

  	
  AT&T PRIMARY CONTACT:

  



 


DESCRIPTION
OF CHANGE:


 


 


 


ADDITIONAL COST (IF ANY):


 


 


 


IMPLEMENTATION PLAN ATTACHED?  YES o  
NO  o


 


ALL SUPPORTING MATERIALS ATTACHED?  YES o   NO  o


 


 


APPROVAL SIGNATURES:


 


	
  Supplier:

  	
   

  	
   

  	
  AT&T:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Printed
  Name:

  	
   

  	
   

  	
  Printed
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date:

  	
   

  



 


 


PLEASE
NOTE:  No additional changes for a
Program will be authorized until Supplier receives a signed PCN from AT&T.


 


Proprietary
and Confidential


This
Agreement and information contained therein is not for use or disclosure
outside of AT&T, its Affiliates, and third party representatives, and
Supplier except under written agreement by the contracting parties.


 


6

















 


Appendix
AA — Background Checks


 


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


 


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


 


2.               Background
Check, with respect to any Supplier Person, shall mean:


 


Supplier’s;


(a) [*]


(b) [*]


(c) [*]


(d) [*]


 


3.               Arraigned
or Convicted, with respect to a Supplier Person, shall mean that
such person is awaiting trial for or has been convicted, or pled guilty (i) of
a felony, or (ii) of a misdemeanor involving (a) violence, (b) sexually related
conduct, or (c) burglary, theft, fraud or other financial crimes, or (d) weapons
possession.


 


4.               Claims shall mean
claims, investigative actions, suits, or proceedings for Losses.


 


5.               Criminal
Background Check, with respect to any Supplier Person, shall mean (i) a
criminal background check of such person covering each [*], and (ii) a search
of each Registry to determine whether such person is identified as a Sex
Offender.


 


6.               Drug
Screen, with respect to any Supplier Person, shall mean the
testing of such person for the use of illicit drugs, including the
cannabinoids, cocaine, amphetamines, opiates, and phencyclidine.


 


7.               Identification
Credentials, with respect to any Supplier Person, shall mean
indicia of such person’s identity, including his or her date of birth, Social
Security Number (and/or, if applicable, other national identification number),
country of citizenship (and, if applicable, status in U.S. as an alien
permanent resident, holder of an HB1 visa, etc.), and employment history during
the Period.


 


8.               Include (all forms
thereof) shall mean include without limitation by virtue of enumeration.


 


9.               Losses shall mean
losses, damages, fines, penalties, liabilities (e.g., settlements and
judgments) and expenses (e.g., interest, court costs, and reasonable attorneys’
and other third party fees and expenses and other litigation expenses) that may
be or actually are suffered, incurred, or sustained by AT&T or to which
AT&T becomes subject.


 


Proprietary
and Confidential


This
Agreement and information contained therein is not for use or disclosure
outside of AT&T, its Affiliates, and third party representatives, and Supplier
except under written agreement by the contracting parties.


 


7

















 


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


 


11.         Registry shall mean each
registry or compilation, including each website, maintained by each federal or
state agency that identifies or sets forth a registry of convicted Sex
Offenders.


 


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


 


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


 


14.         Sex
Offender shall mean any person identified or registered as a
convicted sex offender in any Registry.


 


15.         Supplier
Person shall mean each employee or temporary worker of (i) Supplier, (ii) each
subcontractor of Supplier, and (iii) each agent of Supplier.


 


16.         Specified
Service shall mean any Service that permits or requires
Access.


 


b.              Background Checks of
Supplier Persons Performing Specified Services


 


1.               In each case to the extent
permissible under applicable law, including any such law governing the
rehabilitation of offenders or restricting the disclosure of drug-screening
results.


 


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


 


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


 


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


 


Proprietary
and Confidential


This
Agreement and information contained therein is not for use or disclosure
outside of AT&T, its Affiliates, and third party representatives, and
Supplier except under written agreement by the contracting parties.


 


8

















 


2.               Supplier Representation as
to Drug Screening, Arraignments and Convictions, Sex Offenses.  Supplier (i) represents and warrants that no
Supplier Person who Supplier proposes to have perform any Specified Service
presented a positive drug screen, has been Arraigned or Convicted within the
Period, or is identified on any Registry as a Sex Offender, and (ii) shall not
permit any Supplier Person, who has presented a positive drug screen, or who
has been Arraigned or Convicted within the Period, or who has been identified
on any Registry as a Sex Offender, to perform any Specified Service.


 


3.               Supplier Responsibilities
with respect to Supplier Person’s Identification Credentials.


 


i                     Supplier shall make all
reasonable efforts to ensure that no Supplier Person who Supplier proposes to
have perform any Specified Service, (i) falsifies any of his or her
Identification Credentials, or (ii) fails to disclose any information in the
hiring process relevant to the performance of such Services.


 


ii                  Supplier shall not permit to
perform any Specified Service, but shall instead immediately remove from the
performance thereof, any such person who has falsified any Identification
Credential or failed to disclose any such information.


 


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


 


Certification
of Compliance — [*] Criminal Background Check


 


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


 


The
Appendix to the Agreement entitled “Background Checks” (the “Background Check
Provision”) provides that Supplier shall [*] cause one of its officers to
certify Supplier’s compliance with section b(1)(ii) of the Background Check
Provision.


 


Proprietary
and Confidential


This
Agreement and information contained therein is not for use or disclosure
outside of AT&T, its Affiliates, and third party representatives, and
Supplier except under written agreement by the contracting parties.


 


9

















 


Pursuant
to the requirements of the Background Check Provision, I hereby certify that Supplier
is in compliance with section b(1)(ii) thereof and, specifically, with respect
to each Supplier Person performing any Specified Service, either (a) Supplier
has within the past [*] conducted a Criminal Background Check and no such
person has been Arraigned or Convicted or identified on a Registry as a Sex
Offender, or (b) during the past [*] such person has been subject to
Self-Reporting and Supplier has Resolved any arrest or conviction reported by
such person.


 


	
  By

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name [printed]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Title [printed]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date [printed]

  	
   

  



 


Proprietary
and Confidential


This
Agreement and information contained therein is not for use or disclosure
outside of AT&T, its Affiliates, and third party representatives, and
Supplier except under written agreement by the contracting parties.


 


10