Exhibit 10.85
MASTER SERVICES AGREEMENT
Between
STARTEK
And
CINGULAR WIRELESS LLC
For
CALL CENTER SERVICES SUPPORT
V.3
Agreement No: GAMSA-STAR081106-00
Effective
* Material has been omitted pursuant to a request for confidential treatment
and such material has been filed separately with the Securities and Exchange
Commission. An asterisk within brackets denotes omissions.
PRIVATE/PROPRIETARY/LOCK
Contains private and/or proprietary information. May not be used or disclosed
outside Cingular or Supplier except pursuant to a written Agreement.
1
2.
SCOPE OF AGREEMENT
5
DURING THE TERM OF THIS AGREEMENT, CINGULAR MAY AUTHORIZE STARTEK TO
PERFORM WORK AS SPECIFIED IN A STATEMENT OF WORK ("SOW") ISSUED BY CINGULAR TO
STARTEK. STARTEK WILL BE SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN EACH
ORDER AND STARTEK WILL PERFORM THOSE SERVICES IN ACCORDANCE WITH THE TERMS OF
THE ORDER AND THIS AGREEMENT. PRICING SHALL BE BASED ON THOSE RATES NEGOTIATED
FOR EACH SOW.
5
3.
NON-EXCLUSIVE MARKET
5
4.
DEFINITIONS
5
5.
ACCESS
8
6.
AMENDMENTS AND WAIVERS
8
6.1 THIS AGREEMENT AND ANY SOW PLACED HEREUNDER MAY BE AMENDED OR
MODIFIED ONLY BY A WRITTEN DOCUMENT SIGNED BY THE AUTHORIZED REPRESENTATIVE OF
BOTH PARTIES; PROVIDED THAT THE PARTIES MAY, MUTUALLY AGREE UPON CHANGES TO THE
SCOPE OF WORK VIA THE CHANGE PROCESS DEFINED IN EXHIBIT 5.
8
7.
ASSIGNMENT
8
8.
CALL FLOW AND SCRIPT APPROVAL
9
8.1 CINGULAR SHALL BE RESPONSIBLE FOR AND MUST APPROVE SCRIPTS,
ORDER FORMS, AND REPORT FORMATS TO BE USED BY STARTEK FOR SERVICES PROVIDED
PURSUANT TO THIS SOW. IF STARTEK DESIRES ANY CHANGES WHATSOEVER TO THE
AFOREMENTIONED SCRIPTS, FORMS OR FORMATS, THEN STARTEK MUST OBTAIN CINGULAR'S
PRIOR WRITTEN APPROVAL OF SUCH CHANGES
9
9.
CANCELLATION AND TERMINATION
9
10.
COMPLIANCE WITH LAWS
10
11.
CUMULATIVE REMEDIES
10
12.
CONFLICT OF INTEREST
11
13.
CONSTRUCTION AND INTERPRETATION
11
14.
DELIVERY, PERFORMANCE, AND ACCEPTANCE
11
16.
EMERGENCY SUPPORT SERVICE
12
17.
FORCE MAJEURE
13
18.
GOVERNING LAW
13
19.
INDEMNITY
13
20.
INDEPENDENT CONTRACTOR
14
21.
INFORMATION
15
PRIVATE/PROPRIETARY/LOCK
Contains private and/or proprietary information. May not be used or disclosed
outside Cingular or Supplier except pursuant to a written Agreement.
2
Agreement Number: GAMSA-STAR081106-00
22.
INFRINGEMENT
15
23.
INSURANCE
16
25.
LICENSES AND PATENTS
18
26
LIMITATION OF LIABILITY
18
27.
M/WBE (AND APPENDICES)
18
28.
NON-INTERVENTION
19
33.
PREMISES VISITS
21
33.1. STARTEK SHALL ALLOW CINGULAR REPRESENTATIVES, AT NO CHARGE, TO
INSPECT THE LOCATIONS WHERE SERVICES ARE PERFORMED FOLLOWING AT LEAST
TWENTY-FOUR (24) HOURS PRIOR NOTICE TO STARTEK. SUCH INSPECTION SHALL INCLUDE,
BUT IS NOT LIMITED TO THE OPPORTUNITY TO OBSERVE THE PERFORMANCE OF THE SERVICES
AND INTERVIEW STARTEK CSR'S WHO PERFORM SERVICES FOR CINGULAR AS WELL AS TO
ANSWER AND/OR MONITOR LIVE CALLS PROVIDED THIS ACTIVITY DOES NOT SIGNIFICANTLY
INTERFERE WITH THE PRIMARY SERVICE ACTIVITY.
21
34.
PROGRAM MANAGEMENT
21
35.
PUBLICITY
22
36.
PURCHASES BY AFFILIATES
22
38.
RECORDS AND AUDITS
23
39.
RELEASES VOID
23
40.
REMOTE SILENT MONITORING
24
43.
RESPONSIBILITIES - CINGULAR
24
43.1 CINGULAR WILL DEVELOP, MAINTAIN AND UPDATE TRAINING MATERIALS