Exhibit 10.38
EXECUTION COPY
Agreement No: 750-03610-2002
TELESERVICE MASTER AGREEMENT
FOR
Call Center Customer Services
between
Cellco Partnership d/b/a Verizon Wireless
and
APAC Customer Services, Inc.
Proprietary and Confidential.
Execution Copy
Agreement No. 750-03610-2002
TABLE OF CONTENTS
1. PARTIES
5
2. TERM
5
3. DEFINITIONS
5
4. SCOPE
6
5. ORDERS
7
6. PAYMENT AND BILLING
7
7. RECORDS AND AUDITS
9
8. ACCEPTANCE
10
9. WARRANTIES, SERVICES & SUPPORT
10
10. TERMINATION
12
11. INFRINGEMENT
13
12. CONFIDENTIAL INFORMATION
14
13. PUBLICITY AND DISCLOSURE
14
14. COMPLIANCE WITH LAWS
14
15. FORCE MAJEURE
15
16. ASSIGNMENT
15
17. TAXES
15
18. SUBCONTRACTING
16
19. PLANT AND WORK RULES AND RIGHT OF ACCESS
16
Proprietary and Confidential.
2
Execution Copy
Agreement No. 750-03610-2002
20. INDEMNIFICATION
17
21. INSURANCE
18
22. RELATIONSHIP OF PARTIES
19
23. NOTICES
19
24. NONWAIVER
20
25. SEVERABILITY
20
26. LIMITATION OF LIABILITY
21
27. SECTION HEADINGS
21
28. SURVIVAL OF OBLIGATIONS
21
29. CHOICE OF LAW AND JURISDICTION
21
30. ENTIRE AGREEMENT
21
31. SIGNATURES
22
EXHIBIT A STATEMENT OF WORK Call Center General Services Project
23
1. SCOPE OF SERVICES
23
2. QUALITY STANDARDS
25
3. SECURITY
26
4. FRAUD
26
5. CARE OF PROPERTY
26
6. STAFFING AND SCHEDULING
26
7. DISASTER RECOVERY PLAN
30
8. COMPANY CALL CENTER(S)
30
9. SYSTEMS AND DATA
31
10. COLLATERAL AND MATERIALS
32
11. TRAINING AND RECRUITMENT
29
Proprietary and Confidential.
3
Execution Copy
Agreement No. 750-03610-2002
12. PROGRAM MANAGEMENT
33
13. REPORTING AND ANALYSIS
34
14. ESCALATION PROCEDURES
34
Attachment A1 - Description of Programs
35
EXHIBIT B FORM AUTHORIZATION LETTER FOR A DELIVERABLE PROJECT
37
EXHIBIT C NON-DISCLOSURE
39
EXHIBIT D RATE SCHEDULE
41
EXHIBIT E SERVICE LEVEL COMMITMENTS
42
EXHIBIT F REPORTING STANDARDS
46
EXHIBIT G ESCALATION PROCESS
50
EXHIBIT H QUALITY SURVEY FORM
50
EXHIBIT I QUALITY STANDARDS
48
EXHIBIT J SECURITY REQUIREMENTS
54
EXHIBIT J-1 INDIVIDUAL REPRESENTATIVE RESPONSIBILITIES
59
EXHIBIT K VERIZON WIRELESS CLAIMS WAIVER
60
EXHIBIT L CUSTOMER SERVICE REPRESENTATIVE ("CSR") JOB PROFILE
61
EXHIBIT M TECHNOLOGY REQUIREMENTS
62
EXHIBIT N SCHEDULE OF AUTHORIZATIONS
66
Proprietary and Confidential.
4
Execution Copy
Agreement No. 750-03610-2002
MASTER AGREEMENT FOR CALL CENTER CUSTOMER SERVICES
1.
PARTIES.
This Master Agreement for Call Center Customer Services ("Agreement") is made
between APAC Customer Services, Inc., an Illinois corporation, with offices at
Six Parkway North, Deerfield, Illinois 60015 ("Company") and Cellco Partnership
d/b/a Verizon Wireless, a Delaware general partnership, having an office and
principal place of business at 180 Washington Valley Road, Bedminster, New
Jersey 07921 on behalf of itself and its Affiliates ("Verizon Wireless").
An Affiliate that issues an Order may enforce the terms and conditions of this
Agreement with respect to any Service purchased by such Affiliate as though it
were a direct signatory to the Agreement.
2.
TERM.
This Agreement shall commence as of February 1, 2003 (the "Effective Date").
Unless terminated in accordance with Section 10 this Agreement shall continue in
effect until January 31, 2004 (the "Initial Term").