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Exhibit 10.13 CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION. MASTER SERVICES AGREEMENT This MASTER SERVICES AGREEMENT (the Agreement) is entered into effective June 11, 2003 (the
Effective Date), by and between the following parties (each hereinafter, a Party and
collectively, the Parties): PeopleSupport, Inc.
    
    ConsumerInfo.com, Inc.1100 Glendon Avenue, Suite 1250
    
    ***Los Angeles, CA 90024Hereinafter referred to as PeopleSupport
    
    Hereinafter referred to as Client
 The Parties agree as follows:  1.
    SERVICESA.
    Description. PeopleSupport will provide to Client those services, functions and
responsibilities (Services) as specified and in accordance with this Agreement and one or more
statements of work hereto as the Parties may execute from time to time (each, an SOW). The
Services shall include (i) the provision of equipment, software, telecommunication lines and other
facilities and training and personnel support as specified in the applicable SOW and (ii) any
services not specifically described in this Agreement or the applicable SOW that are a necessary
and customary part of the Services based on generally accepted industry practice. PeopleSupport
also shall provide the Services to those Client affiliates that are managed by Client and specified
in an SOW. Client at all times will be responsible for payment of invoices for Services provided
to such affiliates.B.
    Additional SOWs and Change Orders. The Parties may mutually agree from time to time
to enter into additional SOWs, which will reference the terms and conditions of this Agreement and
will become effective upon mutual execution thereof. In addition, the Parties may agree during the
performance of the Services to modify the Services, add additional services to the scope of an SOW
that are materially different or materially changed from the Services, or to reflect material
changes to Clients business, services or products or to the Client Provided Technology (defined in
Section 4(D)) (Additional Services) pursuant to a written, mutually agreed-upon change order to
an SOW (Change Order), including any changes to pricing. Upon mutual execution of a Change
Order, the Services shall include the Additional Services specified therein. The Parties agree
that the authorized representative of each Party specified in the applicable SOW shall accept a
Change Order in writing or by facsimile signature, each of which shall be subject to
countersignature by the authorized representative of the other Party. Unless and until the parties
mutually execute such Change Order, Services shall not be deemed to include Additional Services
referenced in such Change Order.2.
    TERM AND TERMINATIONA.
    Term. The initial term of this Agreement (the Term) will commence on the Effective Date and
will continue for three (3) year(s) from the date thereof. The Term will renew automatically for
successive *** year terms unless and until either Party provides written notice of its intent
not to renew at least *** days before the expiration of the initial Term or
any subsequent renewal Term, or unless terminated earlier as otherwise provided herein. [The
Parties agree that the term of SOW #1, executed as of the Effective Date and attached hereto (SOW
#1), shall commence as of the Effective Date and continue for three (3) years from the date Client
provides PeopleSupport written notice
declaring that the Services are operational in accordance with mutually agreed acceptance
criteria unless otherwise terminated in accordance with this Agreement of such SOW # 1. SOW #1
will automatically renew for successive *** year terms unless either Party provides written
notice of its intent not to renew at least *** days before the expiration of
the initial Term or any subsequent renewal Term, or unless terminated earlier as otherwise provided
in this Agreement or in SOW #1.] The term of additional SOW(s) will be as set forth in such
SOW(s).B.
    Termination  1.
    Termination for Default. Either Party may terminate this Agreement or any SOW in
the event of any uncured material default in, or material breach of, any of the terms and
conditions of the Agreement or such SOW by the other Party, which default or breach continues
uncured for a period of *** after written notice of default from the terminating Party unless such
default, by its nature, cannot be reasonably cured within the above cure period then this Agreement
or the affected SOW may be terminated with *** notice.2.
    Termination for Commencement Delay. Client may terminate any SOW upon *** written
notice to PeopleSupport in the event that PeopleSupport fails to commence delivery of operational
Services in accordance with the timeframe set forth in the applicable
SOW for *** days or
more except to the extent such delay arises from Client delay(s) and additional time is permitted
in accordance with Section 5(D).3.
    Failure to Pay Amounts When Due. Except with respect to invoiced amounts disputed
in accordance with Section 3.F, Clients failure to pay amounts payable hereunder when due shall
constitute an event of default. Client shall have *** after receipt of written notice to cure any
such payment default. PeopleSupport shall have the right to suspend Services under the applicable
SOW, after the expiration of such *** period without the provision of written notice if Client
fails to make the required payments, including payment of the ***, if applicable,
which is due by the *** of PEOPLESUPPORT, INC. CONFIDENTIAL ***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.




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each month and delinquent if not paid by the *** of each
month. If there is an uncured, undisputed payment default, PeopleSupport may terminate the
Agreement and all SOWs under *** prior written notice.4.
    Persistent Service Level Failure. Client may terminate this Agreement or the
applicable SOW, upon *** written notice to PeopleSupport, if PeopleSupport fails to achieve any
material service level specified in an SOW for *** in any *** period (Trigger Event) and Client
provides such notice within *** of the Trigger Event. Failure by Client to provide written notice
within *** days of a Trigger Event shall constitute a waiver thereof by Client. Client
acknowledges and agrees that, in connection with the initial ramp up of Services under an
applicable SOW, any failure to meet service levels specified in such SOW during the ***
months of Services under that SOW will not constitute a failure giving rise to a termination right
by Client.5.
    Termination for PeopleSupport Financial Change. The chief financial officer or
controller of PeopleSupport will notify Client, *** of each calendar quarter, that PeopleSupport
has equivalent cash of at least *** basis at the end of such quarter. Equivalent cash shall mean
cash on hand and long and short term investments. If such notification shows that equivalent cash
*** Client will have the right, exercisable at its option within *** days of receipt of such
notification, to terminate the Agreement by providing PeopleSupport with *** days written
notice. Client will have the right, exercisable at its option within *** days of receipt of
PeopleSupports audited
annual, financial statements, to terminate the Agreement by providing PeopleSupport with
*** days written notice if such audited financial statements reflect a going concern
opinion issued by the auditor.6.
    Termination on Bankruptcy Event. Either Party may terminate the Agreement
immediately if the other Party is the subject of a voluntary petition in bankruptcy or any
voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the
benefit of creditors, if such petition or proceeding is not dismissed within *** days of
filing, or becomes the subject of any involuntary petition in bankruptcy or any involuntary
proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of
creditors, if such petition or proceeding is not dismissed within *** days of filing.7.
    Termination Upon PeopleSupport Change of Control. In the event of a change in control of PeopleSupport or a PeopleSupport affiliate
providing Services under this Agreement, PeopleSupport shall provide Client notice of such event
not less than *** days following the occurrence of such event. Client may then, at any time
within *** months after the later to occur of receipt of such notice or the occurrence of
such event, terminate this Agreement by giving PeopleSupport at least *** days prior written
notice. The right to terminate shall be deemed waived if Client provides written consent to such
change of control. A change of control of PeopleSupport or a PeopleSupport affiliate providing
Services under this Agreement is deemed to have occurred when control of such entity is acquired,
directly or indirectly, in a single transaction or series of related transactions, or all or
substantially all of the assets of PeopleSupport or such PeopleSupport affiliate are acquired by
any third party, or PeopleSupport or its affiliate is merged with or into another thirty party to
form a new entity.8.
    Termination upon Change of Local Management Team. In the event that PeopleSupports
senior management team located in its *** facility is relocated by PeopleSupport to
another facility where Services are not provided to Client, then Client may, within *** of such
occurrence, terminate this Agreement upon *** written notice to PeopleSupport.  C.
    Effect of Termination. Except as otherwise provided herein, in the event of a
termination pursuant to this Agreement, unless the default applies to all other SOWs or to the
operation of the Agreement as a whole, a default as to one SOW will not constitute a default with
respect to any other SOW(s) or the Agreement; provided, however, that Client may terminate any or
all SOWs upon termination of any SOW in accordance with this Agreement. Upon the expiration or
termination of this Agreement, any SOW or any of the Services: (i) PeopleSupport shall deliver to
Client all interim and completed deliverables, written materials and working papers relating to the
terminated Services belonging to Client that have been paid for; and (ii) Client shall pay
PeopleSupport for all Services performed in accordance with this Agreement through the termination
date.D.
    Termination Assistance Services. Commencing upon the later to occur of (i) ***
months prior to the scheduled expiration date of an SOW, or (ii) the delivery of any notice of
termination or non-renewal of this Agreement or an SOW (or such other date as mutually agreed by
the Parties), and continuing through up to *** days following the effective
date of such expiration or termination (the Termination Assistance Period), PeopleSupport shall
(1) continue to provide to Client, or at Clients request to Clients designee, all or such part of
the Services as Client may request and provide to Client, or at Clients request to Clients
designee, and (ii) such additional reasonable cooperation, assistance and services, in accordance
with this Agreement, the applicable SOW, or as Client may otherwise request, to allow the Services
to continue without interruption or adverse effect and to facilitate the orderly transition and
migration of the Services to Client or its designee (the Termination Assistance Services).
Upon at least *** days prior written notice to PeopleSupport, Client may extend, from time
to time, the Termination Assistance Period until *** days following the
effective Agreement or SOW termination date. Client shall prepay for all requested Termination
Assistance Services monthly in advance in the event PeopleSupport terminates an SOW pursuant to
Section 2.B.3 and PeopleSupport shall have no obligation to provide Termination Assistance Services
until Client has paid all undisputed amounts payable to PeopleSupport.E.
    Survival. The provisions set forth in Sections 2, 4, 6, 7, 8, 9 and 10 of this
Agreement will survive the termination or expiration of this Agreement and each SOW.3.
    PRICING AND PAYMENTA.
    Prices and Invoicing. Client agrees to pay PeopleSupport for the Services in
accordance with the prices set forth in the rate sheet set forth as Exhibit A or as set forth in
the applicable SOW. Client agrees to pre-pay to PeopleSupport the estimated *** as PEOPLESUPPORT, INC. CONFIDENTIAL
    
    2
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the Parties may specify in an SOW ***, on or before the *** day of each
calendar month, provided Client receives a ***. All amounts payable, as set forth on each invoice,
will be itemized by the applicable Service or as Client may reasonably request. Except as
otherwise set forth herein or in an SOW, payments are due within *** days following date of
invoice.B.
    Reimbursement for Expenses. Subject to Clients prior written approval and
authorization, Client will reimburse PeopleSupport for those expenses or charges expressly
authorized by Client.C.
    Electronic Invoicing and Wire Transfer Payment. Client acknowledges that invoices
from PeopleSupport will be sent electronically, and Client agrees to make all payments to
PeopleSupport via wire transfer. Payments of amounts due will be wired via the U.S. Federal
Reserve System to: *** ***  D.
    Effect of Non-Payment. In the event any amounts due hereunder are not timely paid,
such amounts will accrue late charges at the lesser of the rate of *** per annum or the highest
rate allowed by applicable law, from the due date. Payments subsequently received from Client will
be first applied to such late charges, then to amounts past due, and then to current amounts due.E.
    Taxes. Client will reimburse PeopleSupport for any applicable U.S. state sales or
use taxes designated by a governmental authority upon Clients receipt or use of the Services as a
whole for which PeopleSupport invoices Client within *** days after due. Except with
respect to the foregoing, PeopleSupport will be solely responsible for, and will pay, any and all
other use, excise, sales or privilege taxes, duties, value added taxes, fees, assessments or
similar liabilities however denominated which may now or hereafter be levied on this Agreement, the
Services, software, equipment, materials or other property (tangible or intangible) provided or
used to perform its obligations under this Agreement, chargeable to or against PeopleSupport or
Client by any applicable government authority.F.
    Right to Dispute Invoices. Client may withhold any disputed portions of any invoiced
amounts payable hereunder upon written notice to PeopleSupport within *** of the invoice date
detailing the nature and specific circumstances surrounding such dispute and the amounts withheld.
Unless Client provides PeopleSupport with notice in writing of a dispute regarding the amounts due
hereunder within *** after the date of the invoice on which the invoicing appears, including the
basis for such dispute, the invoice will be deemed approved by Client and the right to dispute any
such amounts invoiced will be deemed waived.4.
    CLIENT OBLIGATIONS FOR INFORMATION AND TECHNOLOGY In order for PeopleSupport to provide the Services, Client agrees to provide the following to
PeopleSupport, as and when reasonably requested by PeopleSupport:  A.
    Volume, Pattern and Handling Forecasts. Client will provide volume, pattern and handling time forecasts for each touchpoint or
channel of communication, such as voice or other media, as specified in the applicable SOW.B.
    Forecasts for Special Promotions and Advertising. Client will make reasonable
efforts to provide PeopleSupport notice of and forecasts related to all media promotions
(including, but not limited to, radio, television, direct mail, Internet and other media) that
Client reasonably believes will have a material impact upon PeopleSupports ability to provide the
Services and resources in conformance with this Agreement and the applicable SOW and service levels
within a reasonable period not less than *** days before the start of the promotion, so
that PeopleSupport can make appropriate staffing or other adjustments.C.
    Product Literature and Related Materials. Client will provide PeopleSupport with all
information, sales and product literature (including updates and/or modifications), and if
applicable, samples and any other materials related to Clients services and/or products, which are
reasonably necessary for PeopleSupport to provide the Services. PeopleSupport may copy all such
information, sales and product literature and other materials solely for internal purposes as
necessary to provide the Services, but will treat such information as Confidential Information
subject to and in accordance with Section 7.D.
    Client-Provided Technology. Client will provide any necessary hardware, software,
telecommunication systems and similar materials as specified in an SOW (collectively, the Client
Provided Technology), and the right for PeopleSupport to use such Client Provided Technology in
order to perform the Services, including maintenance for the Client Provided Technology; and all
training materials and any additional training reasonably required by PeopleSupport with respect to
new or revised Client Provided Technology.Client will be responsible to install, maintain and repair the Client Provided Technology, and
for any changes, updates and upgrades to the Client Provided Technology. Client agrees to provide
to PeopleSupport copies of any licenses or other legal requirements applicable to PeopleSupports
required use of the Client Provided Technology, and PeopleSupport agrees to strictly comply with
such licenses and other legal requirements. In the event it becomes necessary for Client to
provide any additional Client Provided Technology, including increasing the scope of use of any
licensed software, Client will obtain and provide to PeopleSupport such additional Client Provided
Technology.E.
    Information Necessary for the Performance of Services. Client will respond promptly
to all reasonable PeopleSupport requests for necessary instructions or information relating to
PeopleSupport communications with Clients existing and prospective customers. Without limiting
the generality of the foregoing, Client agrees to provide necessary login identification and
passwords for any of Client applications required to be used by PeopleSupport, within no more than
***. In addition, Client shall provide PeopleSupport with reasonable access to any of the systems,
software and files provided by Client to PeopleSupport and/or installed at PeopleSupports
facilities in order to perform Services.5.
    JOINT OBLIGATIONS OF THE PARTIESA.
    Contact Person. Each Party will designate a single point of contact with the
authority to discuss and resolve day-to-day issues and the relations between the Parties relating PEOPLESUPPORT, INC. CONFIDENTIAL
    
    3
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to the Services, such as the provision of information, reports, and the Client-Provided Technology.
Such contact person may be changed upon
written notice to the other Party. Each Party shall be entitled to rely upon written and
electronic instructions and authorizations received from the other Partys designated and
authorized representative.B.
    Compliance with Law and Agreements.PeopleSupport will perform its obligations under
this Agreement in compliance with all applicable United States and *** laws, ordinances and
regulations, and will obtain and maintain in full force and effect, any permits, licenses,
consents, approvals and authorizations necessary for the performance of the Services and its
obligations hereunder. Client will perform its obligations under this Agreement in compliance with
all applicable United States laws, ordinances and regulations, and will obtain and maintain in full
force and effect, any permits, licenses, consents, approvals and authorizations necessary for the
performance of its obligations hereunder. To the extent that Client is responsible for the
provision of information regarding its prospective customers and/or customers, and the provision of
scripts or other instructions to be followed by PeopleSupport, Client will be responsible for
confirming that such lists and/or instructions comply with applicable law. To the extent that
either Party requires a license from or other consent of a third Party to provide the Services or
software, data, materials, or other items to the other Party, the Party providing such items shall
have and maintain any such consent, in substance and form reasonably acceptable to the other Party,
and shall provide evidence of such consent to the other Party, upon request.C.
    Further Documents and Cooperation.Each Party will execute such other documents, and
provide such cooperation as the other Party reasonably requests, in order to give full effect to
the provisions related to this Agreement, including, but not limited to, Section 6.D.
    Timeliness of Compliance.Any missed deadline caused by a Partys delay in the
performance of its obligations will extend the time for performance by the other Party by the
period of such delay.6.
    INTELLECTUAL PROPERTY RIGHTSA.
    PeopleSupport Technology.PeopleSupport shall provide the proprietary and third
party software, hardware and materials set forth in each SOW or as otherwise necessary for
PeopleSupport to support the Services, except for the Client Provided Technology in support of the
Services (PeopleSupport Technology). PeopleSupport shall obtain all licenses, consents and
permits necessary for PeopleSupport to use the PeopleSupport Technology and provide the Services
and for Client to receive the Services in accordance with this Agreement and the applicable SOW.B.
    Pre-Existing and Independently Developed Works.Each Party will retain all rights in
any software, ideas, concepts, know-how, processes, development tools, techniques or any other
proprietary material or information that it owned or developed prior to the date of this Agreement,
or acquired or developed after the date of this Agreement wholly without reference to, use or
incorporation of the intellectual property or Confidential Information (as defined in Section 7) of
the other Party.C.
    Clients Ownership Rights.As between PeopleSupport and Client, Client will own all
Client Provided Technology and customer data provided, generated, created and/or collected pursuant
to the performance of Services or otherwise in connection with this Agreement. During the term of
this Agreement and/or the applicable SOW, Client grants to PeopleSupport a non-exclusive license
and right to use such Client Provided Technology and customer data, solely for the performance of
Services. Subject to any third party rights or restrictions and as otherwise set forth in this
Section 6, Client will own any deliverables, materials or data that are developed specifically for
Client and identified as such pursuant to any SOW hereunder,D.
    PeopleSupport Ownership Rights.PeopleSupport retains all right, title and interest
in and to all PeopleSupport Technology, including without limitation, software development tools,
methodologies, processes, technologies and/or algorithms, used in performing the Services or any
enhancements, extensions, modifications or derivatives thereof or related thereto.E.
    Independently and Newly Created Intellectual Property Rights.In the course of
performing their respective obligations under this Agreement, the parties acknowledge and agree
that PeopleSupport will own any and all newly and independently created intellectual property
rights (e.g., without reference to preexisting or subsequently acquired rights of a party)
(collectively, New IP) or any enhancements, extensions, modifications or derivatives thereof or
related thereto and Client will have a royalty free right to use such New IP for its internal
business purpose and Client may permit access to such New IP by another service provider rendering
services to Client for such internal business purpose.F.
    Permitted Use of Marks.Each Party warrants that it has full right, title and
interest in and to all trade names, trademarks, service marks, symbols and other proprietary marks
(Marks) which it authorizes the other Party to use pursuant to this Agreement or a SOW, if any,
for use related to the Services. Each Party may authorize the other Party from time to time to use
the authorizing Partys Marks in strict accordance with its express written authorization, subject
to revocation at any time and any limitations or restrictions the Party owning the Marks may
communicate in writing to the other Party from time to time. Each Party shall use the other
Partys Marks only for the agreed-upon purposes and to the extent and for the duration of the
permitted authorization.G.
    Client Data.Client will have unrestricted access to and use of the
PeopleSupport-provided reporting portal to access reports specified in the applicable SOWs.
PeopleSupport will not retain any Client data in any PeopleSupport system other than information
that may be provided in electronic mail and call and email statistics. Client acknowledges and
agrees that the rights set forth in this Section 6.G shall apply only with respect to those aspects
of PeopleSupports business, including without limitation, data relating to Client and this
Agreement.7.
    CONFIDENTIALITYA.
    Confidentiality.Each Party agrees that the following will be deemed to have been
received in confidence and will be used only for purposes of this Agreement: (i) all information
communicated to it by the other and identified as confidential, whether before or after the
Effective Date, (ii) all information identified as confidential to which it has access in
connection with the Services, whether before or after the Effective Date, (iii) all Client data and
Client customer, program, business or financial information disclosed pursuant to this Agreement,
(iv) the terms of this Agreement and the Parties rights and obligations PEOPLESUPPORT, INC. CONFIDENTIAL
    
    4
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hereunder, and (v)
PeopleSupport Technology (collectively, Confidential Information). Each Party, including such
Partys employees, shall keep confidential the other Partys Confidential Information and not use
it for any purpose other than to perform its obligations under this Agreement. Each Party shall
use the same means to prevent the disclosure of and to protect the Confidential Information as it
uses to protect its own confidential information of like kind, but in no event less than reasonable
degree of care and means. The recipient Party will not disclose the Confidential Information to
any third party without the prior written consent of the disclosing Party; provided, however, that
each recipient Party may disclose and provide access to Confidential Information only to those of
the recipient Partys attorneys, auditors, or insurers who have a need to have access to such
information in connection with their engagement on a need to know basis, provided that such persons
and entities will be bound by non-disclosure obligations equivalent to those set forth herein. In
addition, PeopleSupport may only disclose Client Confidential Information to those PeopleSupport
and authorized subcontractor employees to the extent necessary to permit them to perform the
Services in accordance with this Agreement and the applicable SOW.B.
    Exceptions.Notwithstanding the other provisions of this Section, neither Party will
be prevented from disclosing Confidential Information to the extent such information that is at the
time of disclosure: (i) in the public domain, (ii) was lawfully disclosed to the recipient Party on
a non-confidential basis by a third party who is not bound by a confidentiality agreement with
either Party, (iii) has been disclosed with the disclosing Partys prior written approval, (iv) is
independently developed by the recipient Party without reference to the Confidential Information
disclosed by the disclosing Party; or (iv) in response to valid legal process, whether issued by a
court or administrative or regulatory body. If Confidential Information is required to be
disclosed pursuant to a requirement of a legal process, the recipient Party required to
disclose the Confidential Information, to the extent possible, will provide the disclosing
Party with timely prior notice of such requirement and will coordinate with such other Party, at
such other Partys expense, in an effort to limit the nature and scope of such required disclosure,
where appropriate. Upon the expiration or termination of this Agreement or any SOW for any reason,
each Party shall promptly return the Confidential Information of the other Party (and all copies
thereof), or have an officer of such Party certify in writing that the Confidential Information of
the other Party has been destroyed.8.
    WARRANTIES; DISCLAIMER; LIMITATION OF LIABILITYA.
    SERVICES WARRANTY.PeopleSupport warrants that it shall perform the Services: (i)
with promptness and diligence and (ii) in a professional and workmanlike manner; and (iii) in
accordance with this Agreement, the applicable SOW and associated service levels. PeopleSupport
further warrants that in the performance of the Services PeopleSupport shall use individuals with
suitable training, education, experience, competence, and English language fluency.B.
    SOFTWARE WARRANTY.PeopleSupport represents, warrants and covenants that it is either the owner of, or
authorized to use, any and all PeopleSupport Technology. Client represents, warrants and covenants
that it is either the owner of, or authorized to use, any and all Client Technology.C.
    DISCLAIMER OF OTHER WARRANTIES.EXCEPT AS EXPRESSLY STATED HEREIN, THE SERVICES ARE
PROVIDED AS IS, AND PEOPLESUPPORT DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS
AND ANY IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE. PEOPLESUPPORT DOES NOT WARRANT THAT THE SERVICES WILL BE
UNINTERRUPTED OR ERROR FREE, OR COMPLETELY SECURE.D.
    LIMITATION OF LIABILITY.EXCEPT AS SET FORTH IN SECTION 8(E), IN NO EVENT SHALL
EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL
DAMAGES ARISING UNDER OR RELATING TO THIS AGREEMENT IN ANY WAY, INCLUDING, BUT NOT LIMITED TO, LOSS
OF DATA, LACK OF SERVICES, OR LOSS OF REVENUES OR PROFITS, EVEN IF A PARTY HAS BEEN ADVISED, KNOWS
OR SHOULD KNOW OF THE POSSIBILITY OF THE FOREGOING. EXCEPT AS SET FORTH IN SECTION 8(E), EACH
PARTYS MAXIMUM LIABILITY TO THE OTHER PARTY ARISING UNDER OR IN RELATION TO THIS AGREEMENT FOR ANY
AND ALL CLAIMS, LOSSES OR DAMAGES, AND REGARDLESS OF THE FORM OF ACTION (I) WILL BE LIMITED TO
PROVEN, ACTUAL, OUT-OF-POCKET EXPENSES WHICH ARE REASONABLY INCURRED, AND (II) IN THE AGGREGATE
SHALL NOT EXCEED THE GREATER OF: (I) THE TOTAL FEES PAID BY CLIENT TO PEOPLESUPPORT PURSUANT TO
THIS AGREEMENT DURING THE *** MONTH PERIOD PRECEDING THE INITIAL ACT OR FAILURE GIVING RISE
TO SUCH CLAIM, OR (II) ***.E.
    EXCEPTIONS TO LIMITATION OF LIABILITY.  1.
    The limitations of liability set forth in Section 8(D) shall not apply with respect to
(i) losses occasioned by the willful misconduct or gross negligence of a Party; (ii)
amounts paid with respect to third party claims that are the subject of indemnification
under this Agreement; (iii) losses occasioned by the PeopleSupport failure to provide
Termination Assistance Services in accordance with Section 2D; or (iii) losses occasioned
by any breach of a Partys obligations under Section 7.2.
    The following shall not be considered damages ***.3.
    The following shall be considered direct damages that neither Party shall assert
are indirect, incidental, collateral, consequential or special damages or lost profits to
the extent they result directly from either Partys failure to perform in accordance with
this Agreement: (i) the
imposition, collection or payment of taxes; (ii) payments, fines, penalties or interest
imposed by a governmental body or regulatory agency for failure to comply with
requirements or deadlines; (iii) reasonable and necessary expenses incurred by Client as a
result of a material breach by PeopleSupport to procure the Services from an alternate
off-shore source, to the extent in excess of PeopleSupports charges under this Agreement;
(iv) reasonable and necessary expenses incurred by Client as a result of the refusal of
PeopleSupport to provide Termination Assistance Services, except as permitted under
Section 2 D and (v) service level credits assessed against PeopleSupport pursuant to any
SOW. PEOPLESUPPORT, INC. CONFIDENTIAL
    
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9.
    INDEMNIFICATIONA.
    PeopleSupport Indemnification.PeopleSupport shall indemnify, defend and hold
harmless Client, including its affiliates, and its and their respective partners, members,
directors, officers, attorneys, representatives, employees, and agents, and its and their
successors and permitted assigns from any and all third party suits and claims for losses and
threatened losses, including any criminal, administrative, or investigative action or proceeding,
arising from or in connection with, or based on allegations (i) arising out of or based on
PeopleSupports breach of the obligations under Section 5(B); (ii) relating to the death or bodily
injury of any person caused by the tortious conduct of PeopleSupport; (iii) the damage, loss or
destruction or any real or tangible personal property caused by the tortious conduct of
PeopleSupport; or (iv) that any PeopleSupport employee or contractor is an employee of Client or
otherwise entitled to receive employment related benefits or compensation from Client; (v)
asserting the infringement of any patent, copyright, trademark, service mark, trade name, trade
secret or similar proprietary rights regarding intellectual property (or license, access or use
rights therein) provided by PeopleSupport to Client under this Agreement or any SOW.B.
    Client Indemnification.Client agrees to indemnify, defend and hold PeopleSupport,
including its affiliates, and its and their respective shareholders, partners, members, directors,
officers, attorneys, representatives, employees, and agents, and its and their successors and
permitted assigns from any and all third party suits and claims for losses and threatened losses,
including any criminal, administrative, or investigative action or proceeding, arising from or in
connection with, or based on allegations (i) arising out of or based on the Indemnifying Partys
breach of its obligations under Section 5(B); (ii) relating to the death or bodily injury of any
person caused by the tortious conduct of Client; (iii) the damage, loss or destruction or any real
or tangible personal property caused by the tortious conduct of Client or (iv) asserting the
infringement of any patent, copyright, trademark, service mark, trade name, trade secret or similar
proprietary rights regarding intellectual property (or license, access or use rights therein)
provided by Client to PeopleSupport under this Agreement or any SOWs.C.
    Indemnification Procedure.Each Partys indemnification obligation pursuant to
Section 9 will apply only to the extent that the Party seeking indemnification: (i) provides the
indemnifying Party written notice specifically detailing the claim and the underlying circumstances
promptly after receipt of notice of the commencement or threatened commencement of any civil,
criminal, administrative, or investigative action or proceeding; (ii) allows the indemnifying Party
full control of the defense of such claim and provides full cooperation to the indemnifying Party
in the defense of any such claim; and (iii) does not enter into any settlement or compromise in
respect of such claim without the indemnifying Partys prior written consent. Failure to so notify
the indemnifying Party of a claim will not relieve the indemnifying Party of its obligations under
this Agreement except to the extent that it can demonstrate that it was prejudiced by such failure.10.
    ADDITIONAL PROVISIONSA.
    Insurance. Prior to the commencement of Services to be performed hereunder and throughout the Term of
this Agreement and any SOW, PeopleSupport will procure and maintain insurance policies, in such
amounts and coverages as specified in and in strict accordance with Exhibit B attached hereto.B.
    PeopleSupport Personnel.  1.
    ***2.
    ***  C.
    Non-Solicitation of Employees. During the term of each SOW and for a period of ***
after the date of termination of such SOW, neither Party will knowingly, directly, solicit or hire
any of the other Partys employees who, in any manner, have worked in the provision of any of the
Services. The use of general advertisements which do not target certain employees or groups will
not be construed to violate this Section 10(C). If Client engages another provider with facilities
in the *** to perform services similar to Services, Client shall request that such provider
shall not solicit, directly or indirectly, employees or contractors of PeopleSupport.D.
    Relationship Between the Parties. PeopleSupport is engaged hereunder solely in the
capacity as an independent contractor. In no event will either Party have the power to bind the
other Party.E.
    Force Majeure and Other Delays. For purposes of this Agreement, a Force Majeure
will mean a cause outside of a Partys reasonable control including, without limitation, acts of
God, acts of war, revolution, riots, civil commotion, acts of a public enemy, terrorism, embargo,
acts of government in its sovereign capacity, strikes, lockouts, boycotts, fire, earthquakes,
floods or other natural disasters. Except for the payment of monies when due and owing or as
otherwise set forth in this Agreement or an SOW, to the extent that a Party is unable to fulfill,
in whole or part, its obligations hereunder by reason of an event of Force Majeure, such Party will
be temporarily excused from fulfilling such obligations under the applicable SOW until the
abatement of such Force Majeure event.In case of an inability to provide Services at PeopleSupports designated facility due to an
Event of Force Majeure which continues for ***, PeopleSupport will relocate the Client project that
is affected thereby to alternate location(s) managed by PeopleSupport at the current contractual
rate. Client understands and agrees that PeopleSupport will require ramp up time to get eReps
recruited and trained. In-place and trained staff will be ramped-up as mutually agreed upon with
the following expectation: ***F.
    Audit Rights.  1.
    Operational Audits. PeopleSupport shall, and shall cause its subcontractors to,
provide to Client (and internal and external auditors, inspectors, regulators and other
representatives that Client may designate from time to time other than an entity that derives ***
or more of its non-audit and non-consulting revenue from contact center businesses (People Support
Competitor)) access at reasonable hours to PEOPLESUPPORT, INC. CONFIDENTIAL
    
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PeopleSupport personnel, to the facilities at or from
which Services are then being provided and to Client records and other pertinent information, all
to the extent relevant to the Services and this Agreement. Such access shall be provided for the
sole purpose of performing audits and inspections, to (i) verify the integrity of Client data, (ii)
examine the systems that process, store, support and transmit that data, (iii) examine applicable
controls and the security, disaster recovery and back-up practices and procedures; (iv) examine
PeopleSupports performance of the Services; (v) verify PeopleSupports reported performance
against the applicable service levels; (vi) examine PeopleSupports measurement, monitoring and
management tools; and (vii) enable Client to meet applicable legal, regulatory and contractual
requirements. PeopleSupport shall provide any assistance reasonably requested by Client or its
designee (other than a PeopleSupport Competitor) in conducting any such audit, including installing
and operating audit software, provided that such audit shall not unreasonably
interfere with the operation of PeopleSupports business. If an audit reveals a material
breach of this Agreement by PeopleSupport, PeopleSupport shall promptly reimburse Client for the
actual cost of any damages, fees, fines, or penalties assessed against or incurred by Client as a
result thereof. If a Client designee receiving Services under this Agreement owns a PeopleSupport
Competitor, then Client shall require that such designee maintain a strict firewall vis-à-vis such
PeopleSupport Competitor and prohibit disclosure of any PeopleSupport information to such
PeopleSupport Competitor.2.
    Financial Audits. PeopleSupport shall, and shall cause its subcontractors to,
provide to Client (and internal and external auditors, inspectors, regulators and other
representatives that Client may designate from time to time) access at reasonable hours to
PeopleSupport personnel and to contract records and other pertinent information, all to the extent
relevant to the performance of PeopleSupports obligations under this Agreement. Such access shall
be provided for the purpose of performing audits and inspections to verify the accuracy and
completeness of PeopleSupports charges. PeopleSupport shall provide any assistance reasonably
requested by Client or its designee in conducting any such audit and shall make requested
personnel, records and information available during the Term at no additional charge to Client.
PeopleSupport shall promptly pay to Client the amount of any overcharge identified during such
audit up to *** months from the date of the audit. In addition, if any such audit reveals an
overcharge of more than five percent (5%) during any *** month period, PeopleSupport shall
promptly reimburse Client for the actual third party cost of such audit.3.
    Audit Assistance. If a governmental body or regulatory authority exercises its right to examine or audit
Clients or PeopleSupports books, records, documents or practices and procedures pursuant to such
laws, rules, regulations or contract provisions, PeopleSupport shall provide all assistance
requested by Client in responding to such audits or government requests for information and the
audited Party shall reimburse the cooperating Party for all reasonable out of pocket costs and
expenses incurred in providing such assistance.  G.
    Dispute Resolution. If any claim, controversy or dispute of any kind or nature
whatsoever arises between the Parties in connection with this Agreement, (Dispute) and such
Dispute cannot be settled through negotiation, the Parties agree to attempt to settle the Dispute
through non-binding mediation under the Commercial Mediation Rules of the American Arbitration
Association upon written notice from an aggrieved Party to the other Party specifying the nature
and particulars of the Dispute. ***.H.
    Limited Exclusivity. During the Term of this Agreement, PeopleSupport will not
provide services similar to the Services to a Client Competitor in the same city where the facility
for eReps rending Services for Client are located or using any PeopleSupport personnel that have
provided Services to Client. A Client Competitor is an entity that is engaged in the business of
***.***I.
    Governing Law and Interpretation. This Agreement will be deemed accepted by
PeopleSupport in, and governed by and construed in accordance with, the laws of the State of
California without giving effect to its conflicts of law provisions. References to the term
including or such as shall be construed to mean including but not limited to, and shall not
be deemed limiting. In any case where consent is to be requested by a Party, such consent shall
not be unreasonably withheld or delayed.J.
    Waivers. Failure to enforce compliance with any term or condition of this Agreement
will not constitute a waiver of such term or condition of this Agreement or the right to
subsequently enforce such term or condition in the future.K.
    Severability. In the event that any provision of this Agreement is held or construed
be invalid by any arbitrator or court having jurisdiction over disputes related to this Agreement,
such provision will, if reasonable to do so, be restated to reflect as nearly as possible the
original intentions of the Parties in accordance with applicable law or, if not reasonable to do
so, be deemed to be excluded from this Agreement. In any event, all other provisions of this
Agreement will remain in full force and effect.L.
    Notices. Except as specifically provided elsewhere in this Agreement, all notices
required or permitted to be given by one Party to the other under this Agreement will be in writing
and will be sufficient if made by: (i) personal delivery; (ii) a commercial or overnight delivery
service with proof of delivery; or (iii) registered or certified mail, postage prepaid, return
receipt requested, to the Parties at the respective addresses set forth above or to such other
person or address as the Party to receive the notice has designated by notice to the other Party.
Notices shall be deemed given upon receipt or refusal of delivery.M.
    Assignment and Subcontracting.  1.
    Assignment. PeopleSupport may not assign all or any part of this Agreement without
Clients prior written consent, which consent may be withheld or denied in Clients sole
discretion. Any attempt to assign this Agreement in contravention of this Section 10(M)(1) shall
be ineffective and is voidable by Client upon written notice. PEOPLESUPPORT, INC. CONFIDENTIAL
    
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2.
    Subcontracting. PeopleSupport shall not subcontract any of its responsibilities to
a third party under this Agreement without Clients prior written approval, which approval may not
be unreasonably withheld nor delayed. Prior to entering into a subcontract with a third party for
the performance of all or part of the Services, PeopleSupport shall (i) give Client reasonable
prior notice specifying the components of the Services affected, the scope of the proposed
subcontract, the identity and qualifications of the proposed subcontractor, and the reasons for
subcontracting the work in question; and (ii) obtain Clients prior written approval of such
subcontractor. PeopleSupport shall be responsible for any failure by any subcontractor or
subcontractor personnel to perform in accordance with this Agreement or the applicable SOW, or to
comply with any duties or obligations imposed on PeopleSupport under this Agreement or the
applicable SOW, to the same extent as if such failure to perform or comply was committed by
PeopleSupport or PeopleSupport employees.  N.
    Required Filings and Publicity. Neither Party will use publicly the other Partys
name or refer to the other Party in any way in or with the media, including, but not limited to, in
advertising or press releases, without the other Partys prior written consent; provided, however,
that either Party may make disclosures or filings required to comply with applicable laws,
including filings with regulatory agencies, such as the United States Securities and Exchange
Commission, or disclosures or filings required to comply with the rules of a national securities
exchange or automated quotations systems such as the National Association of Securities Dealers
Automated Quotations (NASDAQ).O.
    Entire Agreement and Integration. This Agreement, and the Exhibits and SOWs hereto
constitute the entire agreement between the Parties with respect to the subject matter of this
Agreement and supersede all prior agreements, discussions, proposals, representations or
warranties, whether written or oral on this subject matter. This Agreement, including any SOWs,
may not be modified except in writing signed by the duly authorized representatives of the Parties.
References to this Agreement shall be construed to include applicable SOWs agreed upon by the
Parties and referencing this Agreement.P.
    Conflicts. In the event of any conflict between the terms and conditions set forth
in this Agreement and the terms and conditions set forth in any SOW, Exhibit or other attachment
hereto, the terms and conditions set forth in such SOW, Exhibit or other attachment shall prevail
to the extent of such conflict.Q.
    Attorneys Fees. The prevailing Party in any dispute arising under this Agreement
will be entitled to recover from the nonprevailing Party all reasonable attorneys fees and other
reasonable expenses associated with the resolution of the dispute.R.
    Counterparts. This Agreement may be signed in multiple counterparts, each of which
will be considered an original, and all of which will be considered one and the same document.
This Agreement may be executed by facsimile signature. PEOPLESUPPORT, INC. CONFIDENTIAL
    
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ACCEPTED BY:
    
    ACCEPTED BY:ConsumerInfo.com, Inc. (Client)
    
    PeopleSupport, Inc. (PeopleSupport)By:
    
    ***
    
    By:
    
    /s/ Lance RosenzweigName:
    
    ***
    
    Name:
    
    Lance RosenzweigTitle:
    
    COO
    
    Title:
    
    CEODate:
    
    6-11-03
    
    Date:
    
    6/12/03
 PEOPLESUPPORT, INC. CONFIDENTIAL
    
    9
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EXHIBIT A PEOPLESUPPORT RATES See Appendix A of SOW #1. PEOPLESUPPORT, INC. CONFIDENTIAL
    
    A-1
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EXHIBIT B INSURANCE *** PEOPLESUPPORT, INC. CONFIDENTIAL
    
    B-1
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CONFIDENTIAL TREATMENT REQUESTED.
CONFIDENTIAL PORTIONS OF THIS DOCUMENT
HAVE BEEN REDACTED AND HAVE BEEN
SEPARATELY FILED WITH THE COMMISSION



Statement of Work # 1to Master Services Agreement
between ConsumerInfo.com, Inc.
and PeopleSupport, Inc.FOR***Voice and Email ResponseDated June 11, 2003[logo]Presented byPEOPLESUPPORTJune 11, 2003 ***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.




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LogoPEOPLESUPPORT
 Table of Contents 1.
    
    Introduction
    
    
    42.
    
    Client Requirements  General Statement
    
    
    53.
    
    Solution Overview
    
    
    53.1
    
    Inbound Voice Support Processes
    
    
    63.2
    
    Email Support Processes
    
    
    63.3
    
    Outbound Voice Processes
    
    
    73.4
    
    Other Back-Office Processes
    
    
    73.5
    
    Support Escalation Process
    
    
    73.6
    
    Minimum Performance Requirements
    
    
    73.7
    
    Volume Forecasting and Service Level Agreement
    
    
    83.8
    
    Adjustment to Forecasts and Ramp-Up Processes
    
    
    93.9
    
    PeopleSupport Operational Capacity Planning
    
    
    103.10
    
    Key Personnel
    
    
    114.
    
    Training
    
    
    114.1
    
    Training Approach
    
    
    114.2
    
    Ongoing Training after Live Date
    
    
    114.3
    
    Staffing Profile and Training Timelines
    
    
    124.4
    
    Transition of post-Pilot Volume
    
    
    135.
    
    Quality Assurance
    
    
    135.1
    
    Quality Assurance Review Process
    
    
    136.
    
    Technology
    
    
    156.1
    
    Technology Architecture and Specifications
    
    
    156.2
    
    Voice Technology Support
    
    
    156.3
    
    Email Technology Support
    
    
    166.4
    
    Data Connectivity
    
    
    166.5
    
    Client Applications
    
    
    166.6
    
    Reporting and Data Feed
    
    
    16
    SOW #1
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LogoPEOPLESUPPORT
 6.7
    
    Escalation of Technology issues
    
    
    177.
    
    Security
    
    
    177.1
    
    CLIENT SECURITY REQUIREMENTS
    
    
    177.2
    
    PEOPLESUPPORT SECURITY PRACTICES
    
    
    187.3
    
    Network Security
    
    
    197.4
    
    eRep Background Check
    
    
    197.5
    
    eRep (non) Documentation of Customer Data
    
    
    198.
    
    Timeline, Resources and Assumption
    
    
    198.1
    
    Client Project Team
    
    
    208.2
    
    Assumptions
    
    
    208.3
    
    Change Management and Change Control
    
    
    208.4
    
    Additional Terms and Conditions Complete
Inability to Deliver Services from Current
Location
    
    
    21APPENDIX A  PRICING
    
    
    25APPENDIX B  TECHNICAL ESCALATION PROCEDURES
    
    
    29APPENDIX C VOICE AND DATA CONNECTIVITY
    
    
    35APPENDIX D  CONSUMERINFO.COM TOLL-FREE NUMBERS
    
    
    36APPENDIX E  CONSUMERINFO.COM IVR ANNOUNCEMENTS
    
    
    37APPENDIX F  CONSUMERINFO.COM CALL FLOW DIAGRAM
    
    
    39APPENDIX G  CONSUMERINFO.COM EMAIL ADDRESSES
    
    
    40APPENDIX H  EMAIL ROUTING
    
    
    41
    SOW #1
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LogoPEOPLESUPPORT
 1. Introduction This Statement of Work # 1 (SOW # 1), dated as of May 29, 2003 describes the Services that
PeopleSupport will provide to Client. This SOW # 1 is entered into pursuant to that Master
Services Agreement between PeopleSupport, Inc. and Consumerlnfo.com, Inc. dated as of June ___, 2003
(the Agreement). This SOW # 1 supersedes all prior functional and technical understandings,
whether written or oral, between PeopleSupport and Client regarding the matters addressed herein.
All capitalized terms used herein and not otherwise defined herein shall have the meanings assigned
to them in the Agreement. Overview of Services
PeopleSupport will provide inbound Voice and Email response for customer service. Email support
will be provided using PeopleSupports eShare system, in conjunction with other supporting systems
and applications. Voice support will be provided for Clients customer calls routed to
PeopleSupport phone system. In addition PeopleSupport will engage in outbound calls to support
inbound voice services in accordance with this SOW # 1. Program Overview
Voicemail and Email OperationsOperating Model
    
    
    OutsourcedSolutions and Services
    
    
    Inbound Voice and EmailPeopleSupport Support Hours
    
    
    VOICE: 6am-6pm Mon-Fri PST, Sat and Sun 8am-5pm PSTEMAIL: 24X7Service Level Agreements (as
further described in section 3 and
appendix a of this agreement)
    
    
    VOICE SUPPORT:Customer Service     ***     ***     ***     ***Retention     ***     ***     ***     ***     ***     ***ESCALATIONS BACK TO CLIENT     ***EMAIL SUPPORT:     ***     ***
    SOW #1
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LogoPEOPLESUPPORT
 Program Overview
Voice and Email OperationsClient Operating Hours
    
    

6pm - 6pm Mon-Fri PST, Sat and Sun 8am-5pmLanguages Supported
    
    
    99% of contacts in English, an d1% in SpanishClient Application Platforms
    
    
    Client Provided Web Based Applications: Customer Account Management Tools:******
 2. Client Requirements  General Statement PeopleSupport shall perform the Services in accordance with and consistent with the following
Client functional, technical and operational requirements: PeopleSupport will provide outsourced customer care and retention services to Client from the
PeopleSupport offices in ***. Once the full transition has taken place, the
Parties anticipate that PeopleSupport will service millions of Client customer call center
transactions per year. Client currently supports these customer transactions ***. PeopleSupport will monitor Consumerlnfo.com project progress and performance via daily phone calls
with key management personnel, daily call monitoring sessions, daily and monthly reporting, weekly
meetings and monthly and/or quarterly operations reviews with senior PeopleSupport staff.
Performance requirements are being set at the levels being achieved by the current Client
operation(s). PeopleSupport will be paid ***, with the opportunity for PeopleSupport
*** by *** customer retention performance ***. 3. Solution Overview PeopleSupport will provide voice and email support services for the Clients Customer Care and
Product Support. PeopleSupport customer service representatives (eReps) will assist Clients
customers with the following business programs:    SOW #1
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LogoPEOPLESUPPORT
 TouchProgram
    
    
    Systems Used
    
    
    Tasks
    
    
    PointsCustomer Care and
Product Support
    
    
    Ø   ***Ø   ***
    
    
    Ø   ***
    
    
    Ø   Inbound VoiceØ   EmailRetention
    
    
    Ø   ***Ø   ***
    
    
    Ø   ***
    
    
    Ø   Inbound Voice
 3.1 Inbound Voice Support Processes
PeopleSupport will provide inbound voice support response for Client. Inbound voice support will
consist of live voice response to resolve customer service, product support and low level technical
support issues. PeopleSupport shall provide support and perform the following inbound voice support processes:  1.
    eRepÔ will utilize *** web-based CRM application.2.
    eRepÔ will *** processes and tools ***, a copy of which will be
forwarded to PeopleSupport prior to signing of this SOW # 1.3.
    eRepÔ will process the issue using the systems and processes taught during
training.4.
    eRepÔ will interact with the customer resolving their request.5.
    Once request is resolved, eRepÔ will place appropriate customer contact notes,
contact type and disposition information into the customers record in the client-provided
web based CRM application in accordance with the Client training manual. The above processes are required for inbound Voice support. Significant changes to these
requirements will be subject to a documented and agreed upon Change Order. 3.2 Email Support Processes
PeopleSupport will provide email support for Clients customer service. These email inquiries will
be routed from Clients web site and free form email and consist of general customer service,
product support, and low-level technical support inquiries. PeopleSupport shall provide support to and perform the following email support processes:  1.
    Customers will email inquiries from Clients web site.2.
    Email will be routed to PeopleSupport email system in accordance with Section 6.3.
    eRepÔ will ***.4.
    eRepÔ will ***. eReps will ***.5.
    If an appropriate *** is not available, eRepÔ will ***.6.
    eRepÔ will *** using ***.7.
    When eRepÔ is ***, *** eRep will deliver ***.8.
    Once a *** is resolved, eRepÔ ***, excluding ***.    SOW #1
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LogoPEOPLESUPPORT
  9.
    ***. The above processes are required for email support. Changes to these requirements will be subject
to a documented and agreed upon Change Order. 3.3 Outbound Voice Processes
PeopleSupport eReps will perform outbound calls on Clients behalf for the following processes:  1.
    If additional information is needed to complete an inbound transaction, the eRep will
*** the customer or provide requested information in order to complete the
request. Details will be addressed in training documentation. 3.4 Other Back-Office Processes
Client and PeopleSupport may mutually agree to have PeopleSupport eReps perform other processes.
These processes will need to be mutually agreed to in writing using a Change Order that will amend
the requirements defined in this SOW # 1. 3.5 Support Escalation Process
Client acknowledges that there will be situations where PeopleSupport eReps, supervision and
management will be unable to resolve a voice or email inquiry. In such circumstances, the issue
will be assigned to the appropriate internal Client department who will resolve the issue in
accordance with established policies and procedures. A detailed Contact escalation process will be
documented in the Client provided training manual. PeopleSupport staff will be trained to handle
escalations from eReps. As a result, *** not exceed *** received ***. 3.6 Minimum Performance Requirements
PeopleSupport shall perform the Services in accordance with the following minimum performance
requirements for all programs:  Ø
    Inbound Voice SLAs
On *** basis, PeopleSupport will *** received by PeopleSupport ***.Average agent occupancywill be ***.Average handle time (AHT)will be ***.AHT Call Calculation:*** time plus *** time plus ***the total *** of ***.Average Agent Occupancy Calculation:***.Ø
    Inbound Email SLAs
On a monthly basis, PeopleSupport shall process and/or respond *** for any given day
***. *** and, on average, eReps are required to complete at *** is
based on *** specified in Appendix A of this SOW # 1, provided that there are always
emails in the queue.Completed emails:***.Ø
    Retention SLAs
On a monthly basis, PeopleSupport shall retain customers as described. PeopleSupport will:  o
    ***    SOW #1
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LogoPEOPLESUPPORT
  o
    ***o
    ***  Definitions:  
    ***.
    Saved***.
    Not Saved***.
    ***.
    Net Save Rate***  UNLESS OTHERWISE INDICATED, ALL RETENTION DATA
COLLECTION AND RETENTION REPORTING WILL BE DONE
*** ACCESS TO WHICH WILL BE PROVIDED TO
PEOPLESUPPORT.  Ø
    PeopleSupport assumes the above requested service
level requirements are currently achieved by Clients
internal contact center.Ø
    As part of ramp-up, Client agrees to waive the Service
Level adherence requirements for *** days following
the initial live-date.Ø
    PeopleSupport is not responsible for delays in meeting
the service levels arising from any Client provided
telecommunication, software applications, materials,
equipments or Client operational delays.Ø
    Current email service level targets are based on
Clients existing mix of email categories (e.g., Consumer
Service, Consumer Question, and Cancellation). Material
changes impacting the existing mix may impact
PeopleSupports ability to maintain agreed upon service
levels.Ø
    Service Level Review Process. In the event
PeopleSupport fails to achieve any Service Level specified
in this SOW # 1 during any measurement period,
PeopleSupport and Client shall cause their respective
project managers to initially *** Client receipt
of PeopleSupports service level report to discuss the
identified Service Level failure(s) and the causes for such
failure(s). PeopleSupport then shall provide to Client
*** initial meeting a written report that shall
detail a remedial action plan designed to prevent
subsequent failures with respect to such Service Level(s).
*** PeopleSupport submission of such report to
Client, Client and PeopleSupport shall meet to discuss such
report and mutually agree to an appropriate action plan or
required adjustments to the Services or Service Levels.In addition, Client shall indicate to PeopleSupport *** the conclusion of the foregoing
process whether Client has determined that one or more Service Level failures constitutes a
material breach of this SOW # 1 and/or the Agreement pursuant to and in accordance with
Agreement Sections 2B.1. or 2B.4. otherwise it shall be deemed waived by Client. 3.7 Volume Forecasting and Service Level Agreement
In order for PeopleSupport to properly staff the Clients account, Client agrees to provide
PeopleSupport ***, divided into half-hour increments, of the number of Voice and Email
sessions Client will deliver to PeopleSupport for each program.    SOW #1
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LogoPEOPLESUPPORT
 Each weekly forecast submission is considered locked ***. For example, ***.
Those weeks will be ***, which will then be ***, and so on. PeopleSupport will develop a staffing and capacity plan that will allow the forecast to be
increased or decreased by Client *** any given week without requiring additional ramp up /
ramp down or training. PeopleSupport will staff Client team to meet the above stated Minimum
Service Requirements. Should Client fail to deliver a forecast for a given week, the last week of
the last forecast shall be extended forward one week and be considered locked. Client must receive written confirmation of acceptance of such forecast (Support Target) from its
PeopleSupport Account Manager before the forecast is deemed accepted by PeopleSupport.
PeopleSupport shall not be obligated to meet the agreed upon performance objectives and service
levels in the event the actual volume of sessions received by PeopleSupport is more than
*** for such point of contact or program, but will use best efforts to support Clients
resource requirements. 3.8 Adjustment to Forecasts and Ramp-Up Processes
PeopleSupport will develop a capacity plan such that the respective Support Target may be increased
or decreased by Client by up to *** for a particular week without requiring additional
ramp-up / ramp-down or training. All adjustments made to the Support Targets must be delivered to
PeopleSupport Account Manager and are not deemed accepted by PeopleSupport until the Account
Manager provides Client with written confirmation of acceptance.    SOW #1
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LogoPEOPLESUPPORT
 In no event shall PeopleSupport be required to staff to volumes, patterns and handle time estimates
and/or service levels, which are unreasonable or cannot reasonably and/or practically be achieved
during the timeframe requested. 3.8.1 Substantial Volume Increases
If Client requires a volume increase in the number of contacts supported by PeopleSupport (i.e.,
***, a mutually agreed upon ramp up period will be planned:  a)
    To facilitate the appropriate collection of human and technical resources to handle a
Substantial Volume Increase, Client must provide reasonable notice to PeopleSupport, but
*** written notice *** before the start of the Substantial Volume
Increase. The proposed Substantial Volume Increase requirements shall be reasonable under
the circumstances and the available resources and technical infrastructure.b)
    PeopleSupport will present Client with a Change Order outlining a detailed capacity
ramp up plan (Ramp up Plan) for Clients approval. Client must approve the capacity plan
and the terms of the Change Order before PeopleSupport commences with the ramp up. These
Change order will also include the revised Performance Objectives and Service Levels during
the ramp-up.c)
    Client acknowledges and agrees that change orders would require certain ramp up
periods. During such ramp up periods, PeopleSupport will use commercially reasonable
effort to achieve service levels, if any, associated with the change orders but will not be
held responsible for achieving such service levels until the applicable ramp up period has
expired. 3.8.2 Volume Decreases
Notwithstanding Section 3.7 above, if ***, Clients minimum financial obligation to
PeopleSupport shall continued to be as set forth on Appendix A. 3.8.3 Forecasts for Special Promotions and Advertising
Client will provide PeopleSupport with notice of and forecasts related to all media and program
promotions (including, but not limited to, radio, television, direct mail, Internet and other
media) within a reasonable amount of time before release of the promotion so that PeopleSupport can
make appropriate staffing or other adjustments. PeopleSupport shall not be obligated to meet
performance objectives in the event the actual volume of sessions received by PeopleSupport
***. However, PeopleSupport shall remain responsible for standard SLAB and performance
standards if volume is within the locked-in forecast level or any excess volume ***. 3.9 PeopleSupport Operational Capacity Planning
PeopleSupport will work closely with Clients Work Force Management team to plan capacity, and to
develop operational plans. Based on the volume forecasts provided by Client in the 6-Week Support
Forecasts, PeopleSupport will provide Client with a weekly capacity forecast reflecting the number
of eReps required to handle the forecasted volume of contacts in accordance with its performance
objectives and service levels (Weekly Capacity Plan). The Weekly Capacity Plan will factor in
PeopleSupports analysis of actual contact volumes, historical performance, existing and new-hire
resources and special circumstances (holidays, seasonality and attrition factors).    SOW #1
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  3.10
    Key Personnel: The personnel listed below are the key personnel referenced in section
10.b.1 of the master services agreement. Item
    
    
    DescriptionKey Personnel (per section 10.b.1 of MSA)
    
    
    1.     Account                                        Manager
2.     Operations                                        Manager
3.     Trainer
4.     Supervisors
 4. Training The training phase of the outsourcing program is crucial to PeopleSupports ability to provide
Client with quality service. This section details the PeopleSupport initial and ramp-up training
process and the on-going program updates or changes training associated with this component of the
Services. 4.1 Training Approach
Client will make available to PeopleSupport all existing relevant and applicable training and
research documentation, training materials, and the knowledge base. Client and PeopleSupport will
jointly participate in the training needs analysis process with members from both teams to identify
learning objectives and determine the scope of the training effort. This process will start within
1 week following the execution of this SOW # 1. PeopleSupport will develop a customized training program for the Services with the following capabilities:  
    Utilize the Client trainers and facility for the Train-the-Trainer session.
    Provide instructors with extensive background in customer service/technical support, as
well as stand up classroom training experience.
    Provide basic customer service and communications training, Client product/program
training and pre-certification of agents prior to performing support for Client.
    Establish a training and QA structure that supports Clients program requirements.
    Create a separate training environment that resembles the live Client environment,
including individual workstations equipped with Clients applications. Client will be responsible for ***. 4.2 Ongoing Training after Live Date
Increases in the volume of services provided and/or significant changes to Clients
policies/procedures, products, or service offerings will require post-implementation training.
PeopleSupport will conduct at no charge a needs analysis to determine if any course development
material must be prepared, and to scope out how long the training should take so that PeopleSupport
can appropriately schedule the training. PeopleSupport will recommend training updates when deemed
necessary to provide the highest level of quality. Client must provide PeopleSupport with all
existing requested and relevant ongoing    SOW #1
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LogoPEOPLESUPPORT
 training materials a minimum
of *** business days in
advance of the training date. PeopleSupport will provide all new hire training orientation and
Client will be responsible for all additional training costs. Reasons for needing post-implementation training include, but are not limited to the following:  
    New delivery mechanisms
    New product/service
introductions
 
    System changes
    Policy changes
 
    Procedure changes
    Changes to support provided
   Client may request PeopleSupport to provide additional training on updated material and other newly
introduced Client system. Any training provided to Client for this purpose is subject to the
training rates listed in Appendix A of this SOW # 1. Client will be responsible for ***
for *** activity. PeopleSupport will be responsible for any training costs or fees caused by attrition not as a
result of a planned ramp down. 4.3 Staffing Profile and Training Timelines 
    College education.
    Strong desire to work in a call center environment.
    Strong verbal communication skills.
    Strong listening, analytical, communication, and organization skills.
    Must be a team player and have the ability to work well in a team environment.
    Professional, courteous, informative and efficient.
    Exemplary written skills including correct spelling, grammar and punctuation.
    Detail-oriented.
    Proactive.
    Able to deal with angry, irate or abusive customers.
    Ability to conform to FCRA regulations.
    Ability to remain current on internal work processes and procedures.
    Sales (retention skills).
    High degree of business and personal ethics.
    Working knowledge of Windows and web-based application experience. The PeopleSupport eReps staffed on Clients account will possess general product support, sales
(retention) and customer service skills. Implementation timelines may be reassessed or revised if the scope of the project changes after
Client and PeopleSupport mutually agree upon the learning objectives and training plan and/or if
the Client deliverable timelines are not met. Here is a proposed timeline for the training dates and program ramp-up phases: *** Based on Clients requirements (initial volume and turnaround SLA), PeopleSupport will initially
train approximately ***. PeopleSupport will utilize the following operational ratios in
support of Clients program: ***    SOW #1
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LogoPEOPLESUPPORT
 During Phase 1, the current customer service *** deployed. ***, and
access to the application will be provided ***. ***, Client will implement and
provide a new *** used by PeopleSupport eReps. PeopleSupport agrees to provide no
***. 4.4 Transition of post-Pilot Volume
The Parties currently anticipate *** will be transitioned *** after the pilot
launch, *** as described in sections *** of this SOW # 1. 5. Quality Assurance PeopleSupport will provide a comprehensive quality management and assurance process to support
and continually improve the quantity, speed and effectiveness of the Services, including but not
limited to the following components:  
    A custom Quality Assurance (QA) program designed for the Clients program. Program will be in place and will commence upon
pilot launch.
    Program may be modified at Clients discretion.
    A dedicated QA team who together with an eReps supervisor will conduct QA monitoring.
    Weekly voice and email coaching calibrations between PeopleSupport QA/Operations Team and the Client.
    The frequency of monitoring will be commensurate with individual eRep performance scores.
    Development of action plan for agents/teams that fall below the Client QA standard.
    A Best Practices Training manual to be developed
and rolled out to all eReps within *** days of pilot launch.
    A program and eRepÔ score card providing metrics and performance against goals
    Monitoring of contact type/disposition and account notes compliance across the program PeopleSupport utilizes and maintains an in-house quality assurance manual. The quality assurance
manual is used to document internal and custom client processes and procedures. PeopleSupport and
Client will work together to regularly update the QA manual based on the close loop feedback
mechanism and through the Calibration Sessions. ***. Quality goals will be established
within *** business days after Live Date of any new program and reviewed quarterly. Both
Parties will mutually agree to maintain a quality monitoring system. 5.1 Quality Assurance Review Process
Quality Assurance reviewing will be conducted by the PeopleSupport QA department and the Operation
Supervisors or Operation Shift Lead. Each month the QA Analyst will have a target number of
sessions to complete. The Analyst may conduct a review through the use of email transcripts or
voice recorded sessions. During an email review session, *** up using PeopleSupports data warehouse and for the
voice QA review session, the eReps voice session is either ***. Sessions are analyzed
and scored by QA Analyst on the QA Score Sheet. After this process, the QA Analyst meets with the
eRep to deliver targeted feedback on his/her performance and provides coaching, if necessary. QA
Score Sheet results detailing individual and team performance are reported to the Supervisors in
the weekly team reports. The detailed individual and team performance QA sheets and trending
analysis will be provided to Client on a weekly basis.    SOW #1
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 In addition, Operation Supervisors review a sample of sessions on a weekly basis. This review
process, is similar to the QA process and is documented on the same score sheet. The feedback is
given to the
eRep either immediately or during a later review session. The Supervisor provides positive
feedback or any necessary coaching. If remedial action is required, the Production Supervisor may
recommend and coordinate implementation of coaching from a PeopleSupport Subject Matter Expert,
listening to other eReps during sessions, or providing additional focused training.    SOW #1
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LogoPEOPLESUPPORT
 6. Technology 6.1 Technology Architecture and Specifications
This section outlines the technical requirements for the integration of systems and technologies in
support of Clients operation at PeopleSupports environment as required for PeopleSupport
provision of the Services. See Appendix C for a diagram illustrating the agreed voice and data connectivity architecture
between Client and PeopleSupport facilities. 6.2 Voice Technology Support***. Calls will be routed from the
PeopleSupport Los Angeles PBX to the PeopleSupport *** PBX
operations centers using PeopleSupports network. PeopleSupport provides the
routing and delivery of all calls to the *** center utilizing our
dedicated private and ***. Call Routing
PeopleSupport will provide and support the following VDNs and routing requirements to support the
Client: See Appendix D for list of toll-free numbers used by Client Consumer Direct. ***. ***. For calls that are routed directly to PeopleSupport from Clients *** of recording time
for each VDN. ***. Any changes to these recordings will be subject to a documented
Change Order. ***. See Appendix E for list of Consumerlnfo.com Announcements and Appendix F for Consumerlnfo.com call
flow diagram. ***. ***. Real Time Call Monitoring
PeopleSupport *** and call monitoring *** for all of its ***.
*** monitoring *** can be *** and from *** for prior
*** with ***. Client will be provided with live call monitoring capability by
dialing into PeopleSupports PBXs. *** and *** volumes *** be *** portal *** application.
Client will be able to retrieve hourly call volume statistics from PeopleSupports Intellicenter
Analytics portal. In addition, *** access *** to observe ***.
*** will be provided with *** application. *** portal is the
*** activity for ***.    SOW #1
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LogoPEOPLESUPPORT
 6.3 Email Technology Support
PeopleSupport will provide support for Clients email by using ***. PeopleSupport shall
provide support for the following Client mailboxes: Upon ***, all *** will be *** to ***. It will be *** to *** these *** to a designated ***.
*** will *** listed above. Any *** may *** a *** and
***. *** will also *** to be *** for ***. PeopleSupport shall provide support to Client using a dedicated mail server and a ***.
*** and *** shall have *** that is also *** for ***. *** will *** all *** for a *** of *** less
*** of the ***. *** will *** only to the *** from which the *** was
***. In other words, *** be *** to *** to *** and
*** be *** to *** the ***. See Appendix G for a list of all ConsumerInfo.com email addresses. *** shall *** provide *** of ***. In addition, ***
shall *** beyond *** if *** by the ***. *** will
*** to ***, and ***. *** will *** with ***
and *** to *** and run the ***. It shall *** to ***
on ***. *** will ***to be used ***. *** will not have any
*** beyond ***. See Appendix H for email system architecture diagram and routing. 6.4 Data Connectivity
***. 6.5 Client Applications
PeopleSupport utilizes the following applications supplied by Client to provide customer service
for Clients customers: 1. ***. 2. ***. 6.6 Reporting and Data Feed
PeopleSupport will provide *** secure web site containing the Intellicenter Analytics
portal. Client may access all of its reports for its account through the Intellicenter. All
reports are ***. If Client wishes to have reports generated on information not included
in the PeopleSupport standard reporting package, PeopleSupport can provide custom reporting. The
requirements, cost, and time frame required for development will be determined by the
Implementation Project Manager and will be submitted to Client in writing for approval prior to
commencement of development. Information available on the Client Portal will be maintained on the Portal for the following
periods of time: ***. It is *** to *** and *** such
*** for ***. For a ***, *** will ***. Standard Reporting Package Includes all reports as described and in accordance with the
PeopleSupport Report Dictionary.    SOW #1
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LogoPEOPLESUPPORT
 In addition to standard PeopleSupport reports available in the Intellicenter portal, Client would
like to have the following custom reports for any program requiring hourly pricing: 1. *** report (*** and ***)
2. *** report (*** and ***)
3. *** report (***) 6.7 Escalation of Technology issues
PeopleSupport and Client agree to follow the Technical Escalation Procedures attached hereto as
Appendix B for any technical issues that may arise affecting Clients customer service operations. 7. Security 7.1 CLIENT SECURITY REQUIREMENTS A. Security
PeopleSupport will use *** comply with the following: (a) use current security to protect the
PeopleSupport telecommunications system and any computer system or network device that
PeopleSupport uses to provide ***. B. Intrusion Detection
PeopleSupport will use commercially reasonable efforts to use and follow the following intrusion
detection services and procedures: (a) provide intrusion detection services to detect unauthorized
access to or unauthorized activity on the PeopleSupport telecommunications system as well as
networks, computer systems and network devices associated with the use of and access to the
Clients call management systems and databases. PeopleSupport will ensure that all intrusion
detection measures and systems are maintained and functional on a *** basis. Intrusion detection services shall include, at minimum, network-based intrusion detection
and active monitoring of appropriate computer system access logs and (b) notify Client as soon as
reasonably possible of any detected, potential or suspected intrusions in violation of this
subsection B. C. Virus Protection
PeopleSupport will use commercially reasonable efforts to use and follow the following computer
virus detection/scanning services and procedures: (a) employ, implement and maintain the then
current commercially available computer virus detection/scanning program (including, without
limitation, a feature to prevent the spread of computer viruses between parties which access or
exchange data or files through network connectivity) prior to sending any data, files or other
material to Client and/or accessing or submitting the same to Clients call management systems
(singularly or collectively Data Sending) and, upon detecting an actual, potential or suspected
computer virus, notify Client and according to agreed upon escalation procedure in Appendix B cease
Data Sending and shall not resume the same until the computer virus has been eliminated or
contained to the satisfaction of Client, and (b) install and use such computer virus
detection/scanning on all Data Sending mechanisms as well as at any other points reasonably
requested by Client.    SOW #1
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LogoPEOPLESUPPORT
 D. Access Control
PeopleSupport will use commercially reasonable efforts to use and follow the following access
control services and procedures: (a) implement measures to restrict electronic access to Clients
call management systems to only authorized personnel; that are subject to nondisclosure agreements
for the protection of Client information (b) ensure that all eReps and other PeopleSupport
personnel who access or submit material to Clients call management systems are uniquely identified
to and authenticated by the PeopleSupport hosted systems and Clients call management systems
(PeopleSupport shall not use any form of generic or shared user identifier); (c) enforce the
principle of least privilege, namely, that authorized personnel only have the level of access to
Clients call management systems required to perform their job functions in providing services to
Client; (d) in addition to any application, database or operating system level access controls,
encrypt all data identified by Client as sensitive or confidential, using strong, industry
standard encryption technology, e.g., 3-DES or Blowfish (all encryption mechanisms employed by
PeopleSupport must be approved in advance, in writing, by Client); (e) restrict access to all
Clients customers or providers data, personally identifiable information, and other data
identified by Client as sensitive or confidential stored on backup media, in hardcopy form or
in any other format to only those employees who require such access to accomplish their job
functions in performing the Services and store such data in a physically secure location; (f)
remove all Client data and data identified as sensitive or confidential from any media, whether
magnetic, optical or any other form, before disposing of such media (By way of example only, and
without limitation, an acceptable form of data removal for magnetic media would be degaussing.);
and (g) Unless receiving prior written permission, PeopleSupport will enforce a paper destruction
rule in the Consumer Direct contact center. Sensitive and private customer information will be
destroyed immediately after there is no longer need for that information, i.e. at the end of the
customer interaction. E. Data Integrity
PeopleSupport will use commercially reasonable efforts to provide the following data communication
security services: (a) safeguard the confidentiality and integrity of all Client or user data being
transmitted over any form of data network; (b) implement and maintain strong, industry standard
encryption techniques for all cases in which Clients data identified as sensitive or
confidential are transmitted over any data network (for example, SSL for Web browser sessions, or
PGP file encryption for bulk data transfers); (c) for all cases in which PeopleSupport shall
require administrator, root or super-user access to Clients call management systems and databases
from some other system, perform such access via an encrypted session such as SSH; (d) not allow
network access from any party other than authorized employees of PeopleSupport, Client and third
parties designated by Client by any means except via the public Internet. F. Notice and Logs
PeopleSupport shall report actual or potential security violations or incidents that impact Client
to Client ***. G. Client Security Requirements
The service requirements, functions, security features and other requirements set forth in
Subsections A. through F. above, inclusive, shall be referred to singularly or collectively as
the Client Security Requirements. 7.2 PEOPLESUPPORT SECURITY PRACTICES
A.PeopleSupport shall disclose to Client PeopleSupports physical, personnel, communications, data
and operational and security policies, procedures and methodologies and all hardware, software,
telecommunications and other technology used to implement such policies, procedures and
methodologies, including, without limitation, those related to network firewalls, access control,
system    SOW #1
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 administration and maintenance, intrusion detection, virus detection and eradication, data
encryption, data backup, system restoration, redundant systems, backup power and disaster recovery
used by PeopleSupport to meet the Client Security Requirements (singularly or collectively,
PeopleSupport Security Practices). B.To the extent required, PeopleSupport *** in its PeopleSupport Security Practices to meet the
Client Security Requirements. During such period, Client may conduct a review and audit of
PeopleSupports Security Practices. At the conclusion of such audit (Security Audit Completion),
Client may advise PeopleSupport of suggested modifications or additions to its PeopleSupport
Security Practices in order to comply with the Client Security Requirements. PeopleSupport agrees
that beginning upon the Security Audit Completion it will use commercially reasonable efforts to
comply with the Client Security Requirements. In addition, PeopleSupport agrees to work with
Client to implement acceptable recommendations that Client makes with respect to the PeopleSupport
Security Practices. In the event the Parties cannot agree upon appropriate ***. C.*** normal business hours so as not to materially effect PeopleSupports operation of its
business, to determine PeopleSupports state of compliance with respect to obligations set forth in
this Section. 7.3 Network Security Ø
    ***Ø
    ***Ø
    ***Ø
    ***Ø
    ***Ø
    PeopleSupport will provide advance notice, in writing,
of any desire to relocate Clients contact service
operations to a new or different facility(s). Any services
rendered in any of the outsourcer facility other than the
initially agreed upon Primary Facility, must meet the
standards of performance and competency specified herein,
with no degradation, starting at the time the operations to
other facilities, including but not limited to installation
of the necessary telecommunications facilities. 7.4 eRep Background Check
***. Client must approve any individual that has identified issues. Upon hiring, each
PeopleSupport eRep signs proprietary information, nondisclosure and inventions agreements. ***. 7.5 eRep (non) Documentation of Customer Data
In general, eReps should not need to write down customer information and should be discouraged from
doing so; however, in some instances it may be necessary. eReps must not have access to paper and
writing implement at their station, rather eReps should utilize an erasable white-board type
documentation system. 8. Timeline, Resources and Assumption *** # 1 and the Agreement, PeopleSupport will prepare and deliver to Client a project plan
(the Project Plan) that contains the critical path dates that each party must meet in order for
PeopleSupport to adhere to the implementation deadlines. PeopleSupport and Client will mutually
agree upon the Live Date set forth in the Project Plan. Client will make reasonable efforts to
cooperate and work with PeopleSupport to deliver any Client dependant materials delineated in the
agreed upon Project Plan. The following timelines will be subject to Client meeting all milestone
obligations.    SOW #1
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 *** 8.1 Client Project Team
In support of Clients program, PeopleSupport will conduct conference calls and request information
from a Client-appointed single point of contact and other Client personnel. Client agrees to:  
    Make appropriate Client personnel available to PeopleSupport on a timely basis and
upon reasonable request, including a single point of contact with authority to make
decisions, discuss and resolve day-to-day issues, to assist in completing deliverables
as set forth in the mutually agreed Project Plan and for coordinating additional
resources and sign-off as required.
    Client will assign a technical resource to the project to oversee the connectivity,
application access and voice/data network integration projects. Client and PeopleSupport personnel will accept responsibility for their assigned tasks and will
complete them within the specified schedule. Any delays caused by the unavailability of Client
resources or completion of requests may adversely affect the project schedule, and PeopleSupports
adherence to Service Levels and Performance Objectives. PeopleSupports failure to perform its
responsibilities or obligations under this SOW or to meet the service levels shall be excused if
and to the extent such PeopleSupport non-performance is caused by Client or its employees and/or
subcontractors (excluding PeopleSupport and its subcontractors) wrongful action or breach of its
obligations under this SOW, but only if (i) PeopleSupport promptly notifies Client of such wrongful
action or breach and its inability to perform under such circumstances, (ii) PeopleSupport provides
Client with a reasonable opportunity to correct such wrongful action or breach and thereby avoid
such PeopleSupport non-performance, and (iii) PeopleSupport uses commercially reasonable efforts to
perform notwithstanding Clients wrongful action or material breach. 8.2 Assumptions 
    *** will *** the *** to *** in ***.
    *** will be *** for all ***.
    *** will be *** for the *** to ***.
    *** will *** on the ***.
    *** will *** and *** at ***.
    *** will *** the *** to *** the ***.
    *** and *** will *** and ***, *** will *** with *** at ***.
    *** will be *** for *** and *** with *** for *** to ***. 8.3 Change Management and Change Control
PeopleSupport and Client recognize that the dynamic nature of Clients business model may
necessitate that material changes be made to processes outlined herein. Both Parties agree that
all changes shall follow the PeopleSupport Change order procedure and may be subject to applicable
fees. This SOW # 1 may be signed in counterparts, which together shall constitute original one document.
This SOW # 1 may be signed via facsimile signatures.    SOW #1
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 8.4 Additional Terms and Conditions Complete Inability to Deliver Services from Current Location
*** to provide the *** will *** of the *** to *** by *** at the ***. *** and *** that *** will ***
time to ***. *** upon with the *** within ***of then have been ***. *** to *** to *** in *** in
*** to *** of *** as of the *** upon *** and *** upon *** to ***.    SOW #1
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 IN WITNESS WHEREOF, the Parties have caused their duly authorized representatives to execute and
meet the deliverables outlined in this SOW # 1. ***SignaturePrint NameTitleDate******

Signature***

Print NameTitleDate
    SOW #1
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 Appendix A  Pricing ***    SOW #1
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 Appendix B  Technical Escalation Procedures Primary Technical *** *** have provided the following *** that are *** technical *** and escalations: Client Technical Escalation Information *** NOTE: Name of mailbox subject to change PeopleSupport Technical Escalation Information ***    SOW #1
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LogoPEOPLESUPPORT
 Purpose and Scope This document serves as the standard PeopleSupport Client Escalation Procedure. This procedure
documents both Client and PeopleSupport responsibilities with regards to notification, ongoing
communication and correction of problems arising from an outage in services caused by systems and
internal operational elements under the control of PeopleSupport or caused by external elements
outside of the direct control of PeopleSupport. Policies and procedures for system backup and recovery are stated in the PeopleSupport Backup and
Offsite Storage Policies document. Event Notification PeopleSupport shall provide initial notice to a designated Client representative by telephone,
email, pager or comparable notification service *** becoming aware of an event that has caused or
may cause an unscheduled outage or security breach problem. Client must provide a valid pager
number, fax number, voice mail or email address to PeopleSupport Helpdesk for this purpose. Client is solely responsible for providing accurate contact information for Clients designated
point of contact. In the event Client first becomes aware of such outage or security breach event,
Client shall promptly provide initial notice to PeopleSupport via the assigned PeopleSupport
Helpdesk Number provided to Client. In the event of critical outages, status reports about the
event will continue on the hour until either the event has been resolved or both PeopleSupport and
Client have determined a course of action that does not require continued notification. Client Technical Support PeopleSupport will provide 7x24 customer service in support of Clients customer service solution
via email, voice and voice mail for the purpose of these Client Escalation Procedures. The
customer service center can be used to log problem reports or request assistance with system usage.
Details of PeopleSupport and Client responsibility for the applications and services are outlined
in the SOW. Monitoring Services Monitoring Services refer to the ability of PeopleSupport to observe the performance and
availability of system, application and network components of the customer service solution in
real-time and identifying problems with such components that indicate an outage of services.
PeopleSupport will perform 7x24 system-level monitoring, including polling of the hardware,
operating system and applications in order to detect abnormal system conditions. Key system
metrics monitored by PeopleSupport include:  
    Hardware malfunctions
    Server uptime
    File System and Space utilization
    CPU utilization
    Memory utilization
    Application Service availability
    Wide-Area network uptime
    Intrusion Detection and logging    SOW #1
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LogoPEOPLESUPPORT
 For equipment directly under the control of PeopleSupport, PeopleSupport utilizes hardware sparing
and redundant equipment whenever possible to address malfunctioning equipment outages. Problem Categories and Priorities
PeopleSupport has established a standard problem management procedure to identify, categorize and
track problems with the operational and hosted solutions under its direct control. Problems are
categorized and prioritized by order of importance to our Clients. PeopleSupport assigns a case
number to the problem when a client initiates a problem report by notifying the PeopleSupport
Helpdesk. The PeopleSupport Helpdesk can be reached at numbers listed at the beginning of this document. There are four categories of problems ranging from Emergency (Priority 1) to Assistance (Priority
4.) Priority 1  Emergency:***: *** Priority 2  Critical:***: *** Priority 3  Non-Critical:***. Priority 4  Assistance:***. Problem Resolution Response Times
The following table indicates PeopleSupports problem resolution goals. These resolution goals
apply to all problems related to systems and services under the direct control of PeopleSupport. Problem resolution or workaround time commences after the problem has been identified and
reproduced by PeopleSupport. A Call Back procedure is followed by PeopleSupport to notify clients
affected by priority 1-3 problems. Clients must provide PeopleSupport Helpdesk with up to date
contact information and a preferred method of communication for all notifications. Clients
primary contact shall have the authority to make decisions on behalf of Client to facilitate a
rapid resolution of all problems. *** In priority 1 and priority 2 cases that are as a result of PeopleSupport system problems,
PeopleSupport shall work around the clock until a resolution or workaround is reached. All priority 1 problems are escalated internally as follows: *** In priority 3 cases, PeopleSupport shall use commercially reasonable efforts to notify the Client
and resolve problems as quickly as is reasonably practical. Resolution to problems with priority 4
depends on the scope and nature of the request (typically a programming or enhancement request) and
cannot be accurately forecasted. If a problem cannot be resolved permanently, a temporary
resolution will be implemented to the extent possible based on mutual agreement with Client.    SOW #1
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 Escalation and Problem Resolution Procedures  Ø
    If the Source of the Problem is External to PeopleSupport When there is a site and/or system problem that is external to or otherwise not the
responsibility of PeopleSupport (such as unavailability of the Client Web Site or
back-end application system or tools):  A)
    Client shall notify the PeopleSupport Helpdesk within one hour of
noticing the outage.B)
    PeopleSupport will troubleshoot the problem as appropriate to
determine the impact of the problem to systems and networks under the control
of PeopleSupport. If the problem is as a result of systems and facilities
outside the control of PeopleSupport, Client shall assign a designated resource
to PeopleSupport to address the problem within a mutually agreed upon
timeframe.C)
    PeopleSupport shall contact Clients designated support staff to
inquire about the problem periodically until the problem is resolved. Clients
designated support entity must be listed at the beginning of this document.D)
    Clients designated support staff shall respond to PeopleSupport
inquiries with timely updates in 60-minute intervals until the problem is
resolved.E)
    In the event of a technical problem with Clients call tracking system,
email management system, or any Client system directly used by PeopleSupport
eReps, problems may have a direct impact on PeopleSupports ability to meet the
agreed upon service levels. In such cases, PeopleSupport reserves the right to
waive the agreed upon Service Level measures or customer care as long as the
problem remains unresolved by the Client.  Ø
    If the Source of the Problem is Internal to PeopleSupport   A)
    Client shall contact the PeopleSupport Helpdesk to report an exact
detail of the problem as soon as Client notices the problem. A PeopleSupport
Helpdesk Analyst will receive the call and open a ticket for the problem under
an assigned priority. In the event that an Analyst is not reachable, a voice
mail or Page may be left for the on-call support analyst at PeopleSupport. The
Helpdesk shall return all voice mails and pages within 30 minutes.B)
    PeopleSupport Analysts will troubleshoot the problem as appropriate
to determine if the problem is related to systems and networks under the
control of PeopleSupport. If the problem is as a result of systems and
facilities under the control of PeopleSupport, a designated resource from
PeopleSupport will be assigned to address the problem.C)
    PeopleSupport Analyst shall notify Clients designated point of contact
within one hour of noticing an outage.D)
    PeopleSupport Analyst shall provide Client with updates in 60-minute
intervals until the problem is resolved.E)
    In the event of a major catastrophic impact to Clients operation at
PeopleSupport caused by systems under PeopleSupports direct control,
PeopleSupport shall exercise the Clients agreed to Disaster Recovery plan to
resolve the problem. Scheduled Maintenance Policy
To maintain and enhance PeopleSupports hosted applications, network infrastructure and
communication systems, we have established a ***. The time periods below represent a designated    SOW #1
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 window of time that scheduled and routine maintenance activity may be planned without prior notice.
PeopleSupport will attempt to minimize the impact of the scheduled maintenances as much as
possible without impacting systems future uptime and availability. Though the systems might not
become unavailable *** during the scheduled times listed below, clients should assume and plan for
momentary outages during these timeframes accordingly. *** In addition to regularly scheduled maintenance, PeopleSupport may at times perform emergency
maintenance. Whenever possible, PeopleSupport shall make commercially reasonable efforts to
provide Client *** notification of all scheduled maintenance procedures arising from emergencies. Modification of Escalation Procedures Client acknowledges that from time to time, PeopleSupport may be required to modify terms and
conditions of this Client Escalation Procedure as required by third-party vendors. PeopleSupport
shall notify Client of any such Required Modification. Client shall
have *** business days to
review such modification and notify PeopleSupport of its acceptance or rejection of same. Failure
to affirmatively reject shall be deemed an acceptance under this section.    SOW #1
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 Appendix C  Voice And Data Connectivity ***    SOW #1
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 Appendix D  ConsumerIfo.com toll-free numbers ***    SOW #1
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 Appendix E  ConsumerInfo.com IVR Announcements ***    SOW #1
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 Appendix F  ConsumerInfo.Com Call Flow Diagram ***    SOW #1
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 Appendix G  ConsumerInfo.Com Email Addresses ***    SOW #1
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 Appendix H  Email routing ***: ***  1.
    *** will submit ***.2.
    *** will then *** across ***.3.
    *** will be *** from the *** in the *** hosted ***. *** consists of an *** and ***. *** to
the *** through *** on their ***.4.
    *** will be sent from *** to the ***. *** will then *** through the ***.5.
    ***.    SOW #1
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