Master Services Agreement

3.             TERM

3.1                              The Term of this WO shall commence on March 1, 2009 (“Effective Date”), and shall continue until midnight on February 28, 2011 (the “Initial Term). This WO may be terminated as allowed in the Agreement or in this WO.

4.             SERVICE SPECIFICATIONS AND REQUIREMENTS

4.1                               The deliverables to be delivered by Supplier to AT&T pursuant to this WO are listed in Exhibit A “Deliverables Matrix” (the “Deliverables”).

5.             AT&T SYSTEMS USE AND DOWNTIME

5.1                           Should AT&T systems become unavailable to Supplier, Supplier will follow the notification instructions contained in AT&T’s Downtime Policy as provided by AT&T. Supplier will utilize downtime forms to capture call information on the AT&T-provided downtime forms and will input into AT&T systems as soon as reasonably possible after restoration of the impacted systems. AT&T shall pay the applicable Billable Hour rate for this function.  Supplier shall be excused from Performance Standards for the duration of the system outage.

5.2                              If the telecommunications systems are in failure due to AT&T, AT&T may require Supplier’s CSRs to go into pure AUX state, whereby they are not receiving calls. AT&T 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.

5.3                              The AT&T system will be completely down during certain after-hour times and other scheduled times throughout the year for maintenance.  When practical, AT&T will advise Supplier of the scheduled maintenance at least [*] hours prior to the times and dates that the systems will not be available due to maintenance.

5.4                              Notwithstanding the foregoing, in the event of a Supplier system/telecommunications outage, Supplier will utilize CSRs’ [*]for offline work and training for the duration of the outage. AT&T will be charged only for [*] during the duration of a Supplier system outage.

6.             PERFORMANCE STANDARDS:

6.1                              AT&T and Supplier have developed the AHT, Repeat Calls, Availability, Customer Satisfaction, Occupancy, and Short Call standards set forth in this WO, (hereinafter “Performance Standards”) to ensure the delivery of high quality, efficient customer service. Subject to AT&T providing and Supplier receiving the forecasts set forth in Section 6.2 herein (“Forecast Process”).  Effective upon signature of this WO by both parties (“Execution Date”), Performance Standard s for Sites existing on the Execution Date shall begin the month following the Execution Date.  Furthermore, anytime a particular Site/Line Group increases by more than [*] percent ([*]%) over a [*] month period, Performance Standards shall not apply with respect to such Site/Line Group until [*] days after the incremental Site/Line Group 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 service credits and Supplier incentive pay with respect to such Performance Standards

PRIVATE/PROPRIETARY/LOCK

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.

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based on performance prior to such Performance Standards taking effect. Performance Standards hereunder shall be measured by Line Group at each Site and shall exclude calls handled by the IVR and those calls subject to waivers as set forth herein this WO.  Any services credits owed or incentive pay earned by Supplier shall only apply to the Services invoiced for the particular Site/Line Group subject to Exhibit D herein for which it was measured and shall be assessed to Billable Hours only.

6.2                              Call Volume Forecasting / Staffing .  Each month on a by Site/Line Group basis, AT&T shall provide Supplier [*] written forecasts to be used by Supplier as a guide for recruitment, planning and staffing activities.  The [*] written forecasts are as follows:

1.          [*] -Day Outlook Forecast with the required number of Full Time Equivalents (“FTEs”) by Site/Line group for recruitment purposes.

2.          [*] -Day Locked Forecast with the estimated daily number of calls and Average Handle Time (AHT) by Site/Line Group for planning purposes (“ [*] -DayLock”).

3.          [*] -Day Forecast with daily call arrival patterns by Site/Line Group.

Supplier shall provide FTE staffing pursuant to the mutually agreed upon [*] -Day Lock, which will include an assumption of initial Program training and on-the-job training (“Nesting”) pursuant to Exhibit E, by Site/Line Group.  Notwithstanding the foregoing, in the event that AT&T requests training or Nesting to extend beyond that defined in Exhibit E, and Supplier determines that the change will affect Supplier’s ability to staff accurately, the parties shall address the change subject to Section 4.22 (Change Management) of the Agreement.

The mutually agreed upon [*] -Day Lock represents a commitment by AT&T and Supplier with respect to call volume and staffing levels by Line Group.  Once the [*] -Day Lock is agreed to, AT&T agrees to compensate Supplier for the Billable Hours incurred for the applicable month which shall be no less than [*] percent ( [*] %) of the [*]-Day Lock, and it is Supplier’s responsibility to staff to [*]-Day Lock as mutually agreed upon.  In cases where Supplier has duplicate Line Groups across Sites, Supplier reserves the right to increase or decrease volumes at a Site level as long as the [*]-Day Lock remains unchanged.

Both AT&T and Supplier will need to agree upon the staffing requirements when the [*]-Day Lock represents +/- [*] % change from the previous [*]-Day Lock, as it may require additional new hire training.  The parties shall mutually agree upon adjusted staffing for the modified forecast volumes pursuant to Section 4.22 (Change Management) of the Agreement.  Notwithstanding the foregoing, in the event a Site staffing decrease is the lesser of (a)  [*] CSRs or (b)  [*] percent ( [*] %) of the site, Supplier shall have [*] days from receipt of written notice to decrease the [*]-Day Lock if it can demonstrate to AT&T’s reasonable satisfaction that such Site staffing decrease triggers notification requirements pursuant to the WARN Act.

a)                                       The Performance Standards outlined here in this WO may be changed by AT&T upon [*] days written notice to Supplier per the procedure outlined in Section 4.22 (Change Management) of the Agreement.

b)                                      Notwithstanding the foregoing, Supplier shall be waived for Performance Standards (with the exception of 6.3.4 and 6.3.5) and shall not be in breach under this WO or the Agreement to the extent caused by AT&T or if actual call volume for such Program exceeds or is less than the [*]-Day Lock for such Site/Line Group by more than [*] percent ( [*] %) or as otherwise set forth in this WO or the Agreement.

c)                                       Failure to meet the same Performance Standard at the same Site/Line Group for [*] consecutive months shall be considered a material default unless otherwise waived in accordance with the terms and conditions set forth herein.

PRIVATE/PROPRIETARY/LOCK

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.

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d)                                      Supplier shall provide at least [*] percent ([*]%) of the staffing pursuant to the [*]-Day Lock and in any case shall use reasonable efforts to achieve [*] percent ([*]%) of the staffing pursuant to the [*]-Day Lock, and AT&T shall provide at least [*] percent ([*]%) of the Billable Hours pursuant to the [*]-Day Lock.   If AT&T provides less than [*] percent ([*]%) of the Billable Hours to support the staffing requirements provided in the [*]-Day Lock, AT&T agrees to pay the difference to meet [*] percent ([*]%).

Supplier’s failure to meet [*] percent ([*]%) of committed staffing pursuant to the [*]- Day Lock per Site will result in [*].

6.3                                  Performance Standards:  The Customer Satisfaction, Occupancy, Average Handle Time and Repeat Calls Performance Standards shall apply to the Line Groups set forth in Exhibit D of this WO, and shall be subject to material default and the applicable AT&T service credit or Supplier earned incentive pay set forth herein.  The Occupancy, and Short Calls Performance Standards will not be subject to services credits or incentive pay, however, will be subject to material default.

6.3.1                         Customer Satisfaction:   For the purposes of this Performance Standard, Customer Satisfaction will be calculated based upon the combined performance results of First Call Resolution (“FCR”) GAP and Total Resolved each of which shall be subject to statistically valid sample sizes with a margin of error no greater than [*] percent ([*]%).  If the margin of error exceeds [*] percent ([*]%) for the month, the monthly measurement will be waived and shall be excluded from the monthly Performance Standard measurement.  In addition, AT&T or AT&T vendor site performance measurements with a margin of error greater than [*] percent ([*]%) shall not be included in the stack ranking.  In addition, Supplier shall be waived from the Customer Service Performance Standard and shall not be in breach or subject to an AT&T service credit if actual calls volumes exceed or are less than the [*]-Day Volume Forecast by more than [*] percent ([*]%), provided that Supplier is in compliance with the mutually agreed upon [*]-Day Lock.

FCR GAP is the percentage variance between the possible First Call Resolution score and the actual FCR score and is more particularly defined in Exhibit C attached hereto.  FCR GAP results will be ranked by AT&T sites providing the same services (“Like Sites”).  * FCR GAP shall be calculated as follows:

(Possible FCR — Actual First Call Resolution) / Possible First Call Resolution

Total Resolved is defined as the total number of surveys resulting in a customer’s primary issue was resolved by Supplier.

The FCR GAP and Total Resolved metrics will be reported on a monthly basis and shall be summed on a monthly basis to determine performance results.  The following methodology shall be used to determine penalty/premium associated with this Performance Standard:

Like Sites shall be ranked in accordance to the FCR GAP *

Like Sites shall be ranked in accordance to Total Resolved scores

The sum of the rankings shall be used to determine an overall score

The overall score (in ascending order) of all Like Sites shall be ranked

Illustrated as follows:

PRIVATE/PROPRIETARY/LOCK

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.

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NOTE:             Notwithstanding anything herein to the contrary, in the event Supplier’s Customer Satisfaction results fall into the bottom quartile of the Like Sites stack ranking however, Supplier meets the individual FCR Gap measurement of <=[*]% and a Total Resolved measurement of >=[*]% for the month, Supplier will receive a waiver for material default and shall not be subject to any invoice credit.

6.3.2                         Occupancy Rate Target of [*]%:   The Occupancy Rate will be measured monthly and shall be determined by subtracting total idle (waiting to serve) time from total logged in time and dividing the difference by total logged in time.  If actual volumes are [*] percent ([*]%) greater than or less than the [*]-Day Volume Forecast from AT&T and Supplier staffing levels are in accordance with Supplier forecast, the Occupancy Rate target will be waived.

6.3.3                         Average Handle Time (“AHT”) :  The AHT target by Site/Line Group shall be provided by AT&T on a [*] basis in the [*]-Day Lock and shall be measured monthly as it applies to material breach.  The AHT Performance Standard will be waived if the actual call volume is [*] percent ([*]%) greater than or less than [*] percent ([*]%) of the [*]-Day Volume Forecast. The AT&T service credits will be applied in the following fashion:

6.3.4                         Short Calls : The Short Call Target of [*] percent ([*]%) shall be measured [*].   The Short Call metric shall be measured by dividing the total number of calls with an AHT of [*] seconds or less by the total number of calls answered.

6.3.5                      Repeat Call Target of [*]% : (Repeat Calls) / (Calls Answered)  shall be measured [*] is defined as the percentage of calls handled by the CSR where the customer called back and was handled again by a different CSR within [*] calendar days.  Repeat calls are a non-CMS statistic generated externally from IVR call data. A repeat call occurs when a CTN touches an AT&T IVR more than once within [*] calendar days and is determined as follows:

PRIVATE/PROPRIETARY/LOCK

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.

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·                   Customer calls in and speaks to BEUC CSR #1

·                   CTN calls back within [*]and touches IVR (counted as repeat call towards BEUC CSR #1 when the customer speaks to BEUC CSR#2)

·                   CTN calls back within [*] and touches IVR (counted as repeat call towards BEUC CSR#2 when the customer speaks to BEUC CSR#3)

7.              CAP

The resulting Supplier earned incentive pay and AT&T service credits for the applicable Performance Standard measurement set forth herein Section 6 will only be applied to the applicable Site’s Line Group Billable Hours. The total AT&T service credit for all Performance Standards in aggregate in any month cannot exceed a maximum of [*] percent ([*]%) per Site invoice. The total Supplier earned incentive pay for all Performance Standards in aggregate in any month cannot exceed a maximum of a [*] percent ([*]%) per Site invoice.

8.               PERFORMANCE STANDARDS WAIVERS

8.1                               In addition to any other waivers set forth herein this WO, Supplier shall be excused for failures to meet any Performance Standard and shall not be in breach of this WO if such failure is caused by: a) AT&T; and/or b) thi