* 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.
20080122.003.C
GAMSA-STAR081106-00
Page 1 of 9
This Work Order
20080122.003.C (“WO”) is issued pursuant to the Master
Services Agreement No. GAMSA-STAR081106-00 dated October 1,
2006 (“Agreement”) between AT&T Mobility LLC f/k/a
Cingular Wireless LLC (“AT&T Mobility”) and StarTek
USA Inc. (“Supplier”) and the Agreement is incorporated
by reference herein. Capitalized terms used in this Work Order not
otherwise defined herein shall have the definitions specified in
the Agreement. If the Work Order conflicts with the terms and
conditions of the Agreement, the terms and conditions of the
Agreement shall control unless set forth in the “Special
Considerations” section of this Work Order in which case the
WO shall govern and control.
AT&T
Mobility hereby authorizes Supplier to perform the following
Services:
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1.1
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Supplier consumer customer services
representatives (“CSRs”) shall take and handle inbound
customer care inquiries by program (“Program”) as set
forth in Exhibit C in accordance with the AT&T Mobility
hours of operation set forth in Section 1.2 subject to
applicable laws at the rates set forth in Exhibit B. Any other
customer care activities, changes that result in the nature or
type, market or mix of calls to change, including any changes to
the mix of Program project(s) supported by Site as set forth in
Exhibit C attached hereto, shall be subject to Exhibit 5
of the Agreement.
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1.2
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Services shall be performed Monday
through Sunday, not including Holidays as set forth in
Exhibit B , at the hours of operations (“Hours of
Operation”) set forth in Exhibit D by site
(“Site”):
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Hours of Operation may be amended
from time to time as set forth in Exhibit 5 of the Agreement.
AT&T Mobility reserves the right to modify (decrease or
increase) Services Hours of Operation upon twenty
(20) calendar days written notice to Supplier. AT&T
Mobility agrees to utilize the Change in Scope procedures to effect
this change.
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2.
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PRIMARY CONTACT
INFORMATION
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2.1
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The
individuals listed in the table below will serve as primary contact
for the Program. Any changes will be done in accordance with
Exhibit 5 of the Agreement.
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AT&T
Mobility Contacts
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Supplier
Contact(s)
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[*]
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3.1
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The
Term of this Work Order shall commence on May 1, 2008
(“Effective Date”), and shall continue until midnight
on April 28, 2010 (the “Initial Term). The Work Order
may be terminated as allowed in the Agreement or in this Work
Order.
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4.
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SERVICE SPECIFICATIONS AND
REQUIREMENTS
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4.1
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The
deliverables to be delivered by Supplier to AT&T Mobility
pursuant to this Work Order are listed in Exhibit A
“Deliverables Matrix” (the
“Deliverables”).
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20080122.003.C
GAMSA-STAR081106-00
Page 2 of 9
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5.
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AT&T MOBILITY SYSTEMS USE AND
DOWNTIME
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5.1
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Should AT&T Mobility systems
become unavailable to Supplier, Supplier will follow the
notification instructions contained in AT&T Mobility’s
Downtime Policy as provided by AT&T Mobility. Supplier will
utilize downtime forms to capture call information on the AT&T
Mobility-provided downtime forms and will input into AT&T
Mobility systems as soon as reasonably possible after restoration
of the impacted systems. AT&T Mobility shall pay the applicable
[*] rate for this function. Supplier shall be excused from
Performance Standards for the duration of the system
outage.
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5.2
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If
the telecommunications systems are in failure due to AT&T
Mobility, AT&T Mobility may require Supplier’s CSRs to go
into pure AUX state, whereby they are not receiving calls. AT&T
Mobility shall still be charged the actual outage time incurred for
the amount of time affected. Supplier shall be excused from
Performance Standards for the duration of the outage.
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5.3
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The
AT&T Mobility system will be completely down during certain
after-hour times and other scheduled times throughout the year for
maintenance. When practical, AT&T Mobility will advise Supplier
of the scheduled maintenance at least twenty-four (24) hours prior
to the times and dates that the systems will not be available due
to maintenance.
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5.4
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Notwithstanding the foregoing, in
the event of a Supplier system/telecommunications outage, Supplier
will utilize CSRs’ [*] time for offline work and training for
the duration of the outage. AT&T Mobility shall not be charged
for unutilized hours for the duration of a Supplier system
outage.
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5.5
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Supplier shall advise the AT&T
Mobility Contact and/or Vendor Manager when any AT&T
Mobility-provided system is down for more than 5 minutes. Supplier
shall provide an escalation plan with mitigating action in the
event of systems disruption to be approved by AT&T Mobility by
Services launch.
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5.6
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Supplier will continue to provide
the Services under this Work Order if AT&T Mobility relocates
its operations to an interim or substitute facility or otherwise
implements any of its internal disaster recovery plans.
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5.7
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Failure to comply materially with
this Section constitutes a material breach of the
Agreement.
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6.
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PERFORMANCE
STANDARDS:
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6.1
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AT&T Mobility and Supplier have
developed the standards set forth in this Work Order, (hereinafter
“Performance Standards”) to ensure the delivery of high
quality, efficient customer service. Effective upon signature of
this Work Order by both parties (“Execution Date”),
Performance Standard measurements for Sites existing on the
Execution Date shall begin the month following the Execution Date,
or for the Performance Standards related to First Call Resolution
and Overall Customer Satisfaction, the next full or prorated per
complete months remaining, as the case may be, calendar quarter.
Performance Standards for Sites opening after the Execution Date
shall be applicable to Services performed from a particular
Site/Program [*] days after Site opening, or as outlined in the
Performance Measurements attached hereto as Exhibit E. Furthermore,
anytime a particular Site/Program increases by more than twenty
five percent (25%) over a two (2) month period (measured by
the 45-Day Lock FTE), Performance Standards shall not apply with
respect to such Site/Program until [*] after the incremental
Site/Program staff has been in Production handling customer calls.
Before the application of any of the Performance Standards, the
parties agree to meet and discuss in good faith changes to the
Performance Standards set forth and the relevant AT&T Mobility
invoice credits and Supplier earned debits or bonuses with respect
to such Performance Standards based on performance prior to such
Performance Standards taking effect. Performance Standards
hereunder shall be measured by Program at each Site and shall
exclude calls handled by the IVR and those calls subject to waivers
as set forth herein this Work Order. Any invoice credits owed or
debits earned by Supplier shall only apply to the Services invoiced
for the particular Site/Program subject to Section 1.1 herein for
which it was measured and shall be assessed to Customer Service
Experience (“CSE”) Program [*] in Production only. Any
invoice debits earned by Supplier will be used to offset AT&T
Mobility invoice credits only, except for Section 6.3.3 Occupancy
which may earn a true debit. Notwithstanding the foregoing,
Supplier may earn a Bonus subject to Sections 6.3.1 and 6.3.2.
AT&T Mobility invoice credits, Supplier earned debits to
AT&T Mobility invoice credits, and bonuses will be calculated
as set forth in Section 6.3 and shall be applied on a
quarterly basis.
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The information contained in this
Agreement is not for use or disclosure outside AT&T, Supplier,
their affiliated companies and their third party representatives,
except under written Agreement by the contracting
Parties.
20080122.003.C
GAMSA-STAR081106-00
Page 3 of 9
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6.2
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Call Volume Forecasting / Staffing.
Each month on a by Site/Program basis, AT&T Mobility shall
provide Supplier three (3) written forecasts to be used by
Supplier as a guide for recruitment, planning and staffing
activities. The three (3) written forecasts are as
follows:
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1. 90 Day
Outlook Forecast with the required number of Full Time Equivalents
(“FTEs”) by Site/Program for recruitment
purposes
2. 45 Day
Locked Forecast with the estimated daily number of calls by
Site/Program for planning purposes as well as forecasted
modification training for the applicable month (“45 Day
Lock”)
3. 15 Day
Forecast with daily call arrival patterns by
Site/Program
Supplier shall
provide FTE staffing pursuant to the mutually agreed upon 45 Day
Lock based upon the 90 Day Outlook Forecast, which will include an
assumption of the current training and nesting requirements set
forth in Exhibit D. Notwithstanding the foregoing, in the
event that AT&T Mobility requests training to extend beyond the
current requirements set forth in Exhibit D, the parties shall
address the change subject to Exhibit 5 of the
Agreement.
The mutually
agreed upon 45 Day Lock represents a commitment by AT&T
Mobility and Supplier with respect to staffing levels. Once the 45
Day Lock is agreed to, AT&T Mobility agrees to compensate
Supplier for the [*] incurred for the applicable month, and it is
Supplier’ responsibility to staff to the 45 Day Lock as
mutually agreed upon. In cases where Supplier has duplicate
Programs across Sites, AT&T Mobility and Supplier shall
mutually agree upon volume changes at a Site level as long as the
45 Day Lock remains unchanged. In the event that actual volumes are
less than the 45 Day Lock, Supplier will use reasonable best
efforts to ensure productive utilization of CSRs by offering
voluntary go home (“VGH”), internal training,
etc.
Each 15 Day
Forecast will be prepared on a Site/Program basis in thirty (30)
minute intervals and will include estimated call volumes, estimated
average handle times, estimated shrinkage percentages and, when
available, any other information which would be relevant for
Supplier in providing the Services.
Both AT&T
Mobility and Supplier will need to agree upon the volume forecasts
and related staffing when the 45 Day Lock represents +/- 15% change
from the previous 90 Day Outlook Forecast, as it may require
additional new hire training. The parties shall mutually agree upon
adjusted staffing for the modified forecast volumes pursuant to
Exhibit 5 of the Agreement. Notwithstanding the foregoing, in
the event a Site requires a reduction of more than forty-nine
(49) CSRs , Supplier shall have seventy (75) days from
receipt of written notice, or the minimum number of days required
to maintain compliance with the laws applicable in the affected
Site’s location, to comply with the AT&T Mobility
provided forecast.
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a)
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The
Performance Standards outlined in this Work Order may be changed by
AT&T Mobility upon thirty (30) days written notice to
Supplier per the procedure outlined in Exhibit 5, Management
Procedures for Change in Scope of the Agreement.
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b)
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Notwithstanding the foregoing
Performance Metrics and/or AT&T Mobility invoice credits under
this WO or the Agreement shall be waived to the extent they are
attributable to a failure caused by AT&T Mobility or if actual
call volume for the Program exceeds or is less than the 45 Day Lock
for such Site/Program by more than ten percent (10%) or as
otherwise set forth in this Work Order or the Agreement.
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c)
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Material failure to meet the same
Performance Standards at the same Site/Program for two
(2) consecutive months shall be considered a material
default.
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d)
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Supplier shall provide at least [*]
of the staffing pursuant to the 45 Day Lock and in any case shall
use reasonable efforts to achieve one hundred percent (100%) of the
staffing pursuant to the 45 Day Lock, and AT&T Mobility shall
provide at least [*] of the [*] pursuant to the 45 Day Lock. If
Supplier fails to staff at least [*] of the 45 Day Lock and the
shortage materially impacts AT&T Mobility’s ability to
provide services to its customers, Supplier’s failure will be
considered a material default. At the request of AT&T Mobility,
Supplier will provide a corrective action plan for such
breach.
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e)
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Supplier shall be excused from
Performance Metrics and/or AT&T Mobility invoice credits under
this SOW in the event the parties determine that the components
and/or assumptions used to determine the 45 Day Lock are inaccurate
resulting in Supplier failing to meet Performance Metrics. The
parties will mutually agree upon which component and/or assumption
is inaccurate, will correct and re-run current and future forecasts
utilizing the corrected components and/or assumptions. Variable
assumptions and/or components include, but shall not be limited to:
call volume, AHT assumption, occupancy, and modification/upgrade
training hours.
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The information contained in this
Agreement is not for use or disclosure outside AT&T, Supplier,
their affiliated companies and their third party representatives,
except under written Agreement by the contracting
Parties.
20080122.003.C
GAMSA-STAR081106-00
Page 4 of 9
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6.3
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Performance Metrics: The following
Performance Metrics shall be measured on a Site basis and shall
apply to the Customer Service Experience (“CSE”)
program only, and shall be subject to material default and the
applicable AT&T Mobility inv
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