Master Agreement For Call Center Services Between Verizon Corporate Services Group Inc.

3.1

“Affiliate” means, at any time, and with respect to any corporation, partnership, person or other entity, any other corporation, partnership, person or entity that at such time, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such first corporation, partnership, person, or other entity. As used in this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a corporation, partnership, person or other entity, whether through the ownership of voting securities, or by contract or otherwise.

3.2

“Authorization Letter” shall mean any service order, authorization letter, or other written communication and/or electronic transmission letters, in a form similar to the one appended hereto appended hereto as Exhibit B, which Verizon may issue to Supplier for the purchase of Service.

3.3

“Call Detail Information” shall be any information that pertains to the transmission of specific telephone calls, including: (a) for outbound calls, the number called and the time, location or duration of any call, and (b) for inbound calls, the number from which the call was placed and the time, location, or duration of any call.

3.4

“Customer Proprietary Network Information” or “CPNI” shall be as defined in 47 U.S.C. Section 222(h)(1)

3.5

“Personal Information” shall be information that, either alone or in combination with other data, identifies or uniquely relates to an individual, such as an individual’s name, social security number, financial account numbers (e.g., credit or debit card number or bank account information), account passwords and pass codes, driver’s license and/or government-issued identification number, mother’s maiden name, and healthcare records.

3.6

“Project” shall mean the work described in, and authorized, by an Authorization Letter.

3.7

“Project Leader” shall mean the single point of contact appointed by Verizon in an Authorization Letter issued by Verizon under this Agreement.

3.8

“Self-Help Code” means any back door, “time bomb,” drop-dead device or other software routine designed to disable a computer program automatically with the passage of time or under the positive control of a person other than a licensee of the program. Self-Help Code does not include software routines in a computer program, if any, designed to permit the licensor of the computer program (or other person acting by authority of the licensor) to obtain access to a licensee’s computer system(s) (e.g., remote access via modem) for purposes of maintenance or technical support.

3.9

“Services” shall mean the services required to support Verizon as further set forth in this Agreement, including in Exhibit A, Scope of Services, and in an Authorization Letter, which may include a Statement of Work.

3.10

“Scope of Services” shall mean a detailed description of the Services attached hereto as Exhibit A.

3.11

“Statement of Work” shall mean a detailed description of the specific tasks to be performed by Supplier pursuant to an Authorization Letter. An Authorization Letter may include a Statement of Work that details the specific Services to be performed by Supplier.

3.12

“Unauthorized Code” means any virus, Trojan horse, worm or any other software routines or hardware components designed to permit unauthorized access to disable, erase, or otherwise harm software, hardware, or data or to perform any other such actions. The term Unauthorized Code does not include Self-Help Code.

4.1

Verizon may purchase Service as set forth in Exhibit A, on a nonexclusive basis, pursuant to the terms and conditions set forth in this Agreement.

4.2

This is an as-ordered Agreement and does not by itself order any Service. Verizon shall order Service by submitting an Authorization Letter in accordance with the terms of this Agreement specifying the Service set forth in Exhibit A. An Authorization Letter may include a Statement of Work that details the specific Services to be performed by Supplier. Upon receipt of an Authorization Letter that conforms to this Agreement, Supplier shall provide Services in accordance with the terms and conditions of this Agreement.

5.1

Supplier shall furnish Service as specified in Authorization Letters, a sample of which is attached hereto as Exhibit B, as mutually agreed to by the Parties from time to time, setting forth, in detail, the specific tasks to be performed and the time frame within which they are to be performed. Verizon shall appoint a Project Leader in each Authorization Letter issued by Verizon under this Agreement. The Authorization letter shall reference this Agreement and contain the following information: the statement of work to be performed, the time and place for performance, the date of the Authorization Letter, compensation, the billing address, the Verizon contact and any other information required by Verizon.

5.2

An Affiliate that issues an Authorization Letter 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 . Default by one Affiliate shall not affect any other Affiliate party to this Agreement.

5.3

An existing Authorization Letter may be modified by Verizon through the issuance by Verizon of a Change Notice to Supplier in a form similar to the one appended here as Exhibit C. The Change Notice will detail any modifications to the price or the Services being performed, and will be mutually agreed upon in advance of implementing any such modification.

6.1.1

Verizon shall pay Supplier the amounts set forth in a Rate Schedule, which may be a part of Exhibit A or an Authorization Letter.

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6.1.2

In addition, Verizon may solicit an offer or proposal to perform Services on a competitive bid or quotation basis, which, if either is deemed acceptable to Verizon will be performed pursuant to a subsequently issued Authorization Letter. Verizon, in its sole discretion, reserves the right to reject any Supplier bid or quotation. In addition, with respect to any Services solicited via a competitive bid or request for quotation, no contract to perform such Services will exist between Verizon and Supplier unless and until an officer or other previously designated representative of Verizon issues and Authorization Letter to perform the Services.

6.1.3

The price(s) shall be firm for the Term except that Supplier may at any time decrease the prices. Supplier agrees that if Supplier’s list price or the price later offered to Verizon for a Service is lower than the stated price, then the stated price shall be lowered for all Services provided.

6.1.4

The prices specified in this Agreement are the total prices and there shall be no other charges whatsoever. Unless otherwise specified, the prices set forth in this Agreement or in an Authorization Letter include all incidental costs, including transportation, entertainment and the use of all necessary tools, products and equipment. The prices include all taxes except those which Supplier is required by law to collect from Verizon. Supplier is responsible for all of Supplier’s own overhead, equipment, tools, telephone calls, transportation, materials and any costs of any nature unless this Agreement specifically provides otherwise. Supplier may not charge Verizon for overtime work unless Verizon authorized the overtime work in writing in advance.

6.2.1

Invoices will be submitted monthly by Supplier to the person designated in the applicable Authorization Letter and will describe the Services rendered during the invoice period. Each invoice shall reference this Agreement and Verizon’s written notification of acceptance. The invoices will identify such details as set forth in an Authorization Letter. Supplier shall invoice Verizon for the Services no later than thirty (30) days from the last business day upon which the Services were performed. Verizon may dispute Supplier’s invoice pursuant to this provision based upon Supplier’s failure to invoice Verizon within the thirty (30) days.

6.2.2

Payments of undisputed amounts shall be made within forty-five (45) days from the date of receipt of each invoice. In the event Verizon elects to pay the undisputed amounts of an invoice within three (3) days after Verizon’s receipt of such invoice, Supplier shall grant to Verizon a discount equal to one and 25/100ths percent (1.25%) of the invoice amount that is paid by Verizon within such period (“Fast Pay Discount”). In the event Verizon disputes in good faith any portion of an invoice, Verizon will provide Supplier with written notice of such dispute within thirty (30) days after receipt of the invoice; such notice shall outline in reasonable detail the reasons for the good faith dispute. Upon receipt of a notice of dispute, Supplier shall issue a new invoice, minus the disputed portion, dated as of the same date as the original invoice and Verizon shall pay such new invoice within thirty (30) days. In the event Verizon (1) exercises its right to dispute an invoiced amount and requires Supplier to issue a corrected invoice due to such disputed amount, and (2) does not pay the original (uncorrected) invoice within the three (3) day period referenced herein, Verizon shall not be entitled to receive a Fast Payment Discount on such invoice or corrected invoice. Any disputed amounts, if unresolved by the Parties, shall be subject to Section 29, Dispute Resolution.

6.2.3

At Verizon’s option Supplier will do the following with respect to one or more Affiliates. Verizon may, at no additional cost to Verizon, require Supplier to accept purchase orders and submit invoices via the electronic Enterprise Order To Pay Solutions system interfacing with Verizon Purchasing and Accounts Payable Enterprise Resource Planning (“ERP”) systems. Enrollment by the Supplier will be at no cost to Supplier, unless Supplier requires system customization or modification. In the event modifications are required, a detailed quote of customization costs will be provided for review prior to implementation. Transactions made over the Enterprise Order To Pay Solutions system shall be governed by the terms and conditions of this Agreement.

6.2.4

Verizon acknowledges that lower than invoiced prices accepted as a result of a greater discount associated with faster payment via the electronic Enterprise Order To Pay Solutions system interfacing with Verizon Purchasing and Accounts Payable ERP systems are case-by-case decisions made by the Supplier and do not alter the stated prices or early pay discount in this Agreement.

7.1

Supplier shall allow Verizon and its authorized agents and representatives to audit Supplier’s records (in whatever form kept) that are directly related to the Services to verify Supplier’s compliance with all provisions of this Agreement as long as such audit does not violate any law. At Verizon’s request, the auditor shall have access to Supplier’s records that are directly related to the Services at reasonable times during the Term and during periods in which Supplier is required to maintain records. Supplier shall maintain complete records of all charges payable by Verizon under the terms of this Agreement for the later of four (4) years after termination of the Agreement and any additional period of applicability of the Agreement to an Order placed prior to termination. Such records shall specifically include, but are not limited to, timesheets. All such records shall be maintained in accordance with recognized accounting practices. The correctness of Supplier’s billing shall be determined by such audits. Prompt adjustments shall be made to compensate for any errors or omissions disclosed by such review or examination. If such review or examination determines that Verizon has made an overpayment in excess of seven and one-half percent (7.5%) of the amount properly due, then Supplier shall reimburse Verizon for the entire cost and expense of such review and examination.

7.2

Verizon shall further have the right, through its authorized representatives, during normal business hours and with two (2) days prior written notice, to inspect Supplier premises and watch Supplier representatives providing Services in order to verify Supplier’s conformance with this Agreement. Verizon shall take reasonable efforts to avoid or minimize the disruption of ongoing Services provided by Supplier personnel.

7.3

Verizon reserves the right to, or to have its authorized agents, examine all electronic mail messages, files and other data directly related to Supplier’s performance of the Services (“Data”), on Supplier’s information systems, networks and/or equipment to the extent that such Data originate, terminate or pass through Verizon’s information systems networks and equipment. Furthermore, Verizon reserves the right to monitor, or to have its authorized agent(s) monitor, such activity to determine if access is being abused, Data is secure, Supplier is using Verizon systems only for the purpose of fulfilling Supplier’s obligations under this Agreement, and/or if Supplier is in compliance with the security requirements as detailed in an Authorization Letter as may be amended from time to time.

7.4

Supplier shall fully cooperate and provide assistance to Verizon in the investigation and resolution of any complaints, claims, actions, or proceedings which may be brought by, or involve any, of Supplier’s employees, agents, subcontractors or other personnel.

7.5

Supplier shall reasonably cooperate and participate in such security testing as deemed necessary by Verizon to ensure that Verizon’s information is not vulnerable to unauthorized disclosure or misuse due to products, services and/or personnel provided by Supplier.

7.6

Verizon shall have the right to conduct risk assessments or inspections of Supplier’s equipment, systems, network and/or other facilities that will be used in connection with this Agreement. Verizon can nominate an agent to perform audits on behalf of Verizon. Verizon reserves the right to conduct unscheduled audits. Any and all such activities undertaken by Verizon and/or its agents shall be performed in a manner so as not to unreasonably interfere with Supplier’s normal business activities (including, but not limited to, Supplier’s performance of the Services).

7.7

Supplier is required to complete self audits of its own and its subcontractors’ (if any) facilities. Self audits shall identify vulnerabilities in its equipment, systems and/or other facilities. They shall identify controls to address such vulnerabilities and assess their adequacy.

7.8

If Supplier is itself a Certified Minority, Woman, Service Disabled Veteran and Person with Disability Owned and Controlled Business Enterprises (MWDVBE), as defined herein, Supplier shall retain its MWDVBE certification through the term of this Agreement. If there is a change in Supplier’s certification status, Supplier shall notify Verizon, in writing, within five (5) business days of the date of such change.

7.8.1

“Certified” means currently certified as MWDVBE by an authorized certifying body, such as the National Minority Supplier Development Council (NMSDC) or its affiliate regional councils, the Women’s Business Enterprise National Council (WBENC) or its affiliate regional councils, the California Public Utility Commission (CPUC) Clearinghouse, or other similar local, state, or federal certifying body.

7.8.2

“Control” means having overall fiscal/legal responsibility and exercising the power to make policy decisions.

7.8.3

“Owned” means that at least fifty-one percent (51%) of the business or, in the case of a publicly owned business, at least fifty-one percent (51%) of the stock is owned by a minority, woman or service-disabled veteran. Transfer of ownership to or purchase of an existing business by a minority, woman, or service-disabled veteran by a non-minority who remains actively involved in the operation of the business does not qualify as a MWDVBE.

7.8.4

“Minority-owned Business Enterprise” means a business concern which is Owned and Controlled by individuals who are members of a minority group and of which at least fifty-one percent (51%) of the net profits accrue to members of a minority group. Such minority groups include, but are not limited to, Black Americans, Hispanic Americans, Asian Pacific Americans (persons with origins from Japan, China, the Philippines, Vietnam, Korea, Samoa, Guam, the former U.S. Trust Territory of the Pacific Islands (Republic of Palau, the Commonwealth of the Northern Mariana Islands, Republic of the Marshall Islands, or Federated States of Micronesia), Laos, Cambodia (Kampuchea), Taiwan, Burma, Thailand, Malaysia, Indonesia, Singapore, Brunei, Macao, Hong Kong, Fiji, Tonga, Kiribati, Tuvalu, or Nauru); Subcontinent Asian Americans (persons with origins from India, Pakistan, Bangladesh, Sri Lanka, Bhutan, the Maldives Islands or Nepal); Native Americans (American Indians, Eskimos, Aleuts, and Native Hawaiians); and members of other groups designated by the U. S. Small Business Administration (SBA) as minorities.

7.8.5

“Women-owned Business Enterprise” means a business concern which is Owned and Controlled by a woman or women. Such women’s business enterprise shall further be classified as either minority or non-minority women-owned business, depending upon the greater portion of ownership.

7.8.6

“Service-disabled Veteran-owned Business Enterprise” means a business concern that is Owned by one or more service-disabled veterans or, in the case of a veteran with a permanent and severe disability, the spouse or permanent caregiver of such veteran.

7.8.7

“Service-disabled veteran” means a veteran, as defined in 38 U.S.C. §101(2), with a disability that is service-connected as defined in 38 U.S.C. §101(16).

7.8.8

“Persons with Disabilities-owned Business Enterprise” means a business concern that Owned and Controlled by an owner or owners who are disabled as defined by the Americans with Disabilities Act (ADA). This classification can also include agencies that employ fifty-one percent (51%) or more disabled persons.

7.9

If the Supplier is not itself a Certified Minority, Woman, Service Disabled Veteran and Person with Disability Owned and Controlled Business Enterprises (MWDVBE) as set forth in Section 7.8 above, then with respect to the Supplier’s compliance (as the Primary Supplier) with Minority, Woman, Service Disabled Veteran and Person with Disability-Owned Business Enterprises (MWDVBE) Utilization, Supplier agrees to provide opportunities for Certified MWDVBE suppliers and meet the requirements set forth in Exhibit D, Compliance with Minority, Woman, Service-Disabled Veteran and Person with Disability-Owned Business Enterprises (MWDVBE) Utilization.

7.10

Unless otherwise stated in an Authorization Letter or Statement of Work, Supplier shall provide performance reporting on each of the metrics listed below, except for Net Promoter Score which will be provided by Verizon to Supplier. The Authorization Letter or Statement of Work will provide the performance objectives, reporting formats and frequency of reports as required by the Services performed by Supplier.

7.10.1

Net Promoter Score (“NPS”) shall mean a measurement of a customer’s perception of Verizon service. Surveys asking a series of questions to selected customers who have recently received customer assistance from Verizon shall be conducted. Responses shall be scored between 0 and 10 and respondents shall be categorized as Promoters (9, 10), Passives (7, 8) or Detractors (0-6). NPS is calculated by subtracting the percentage of detractors from the percentage of promoters.

7.10.2

First Call Resolution (“FCR”) shall mean a percentage of first calls that result in resolution (no call backs within a defined period of time). FCR is calculated through a query of the standard ticketing system or ACD which tallies the number of tickets or calls created for the same customer within a measured period of time.

7.10.3

Average Speed of Answer (“ASA”) shall mean an average number of seconds a caller waits in queue as measured on the Supplier ACD before being picked up by an agent.

7.10.4

Call Handle Rate (“CHR”) shall mean a percentage of total number of calls offered less number of calls abandoned by callers who hang up before reaching an agent.

7.10.5

Average Handling Time (“AHT”) shall mean a measurement of the customer’s initiation of the call and including any hold time, talk time and related tasks that follow the transaction.

9.1

In performing Services, Supplier will comply, in all material respects, with the descriptions and representations as to the Services (including performance capabilities, accuracy, completeness, characteristics, specifications, configurations, standards, functions, and requirements) which appear herein and (if applicable) its employees will perform Services on time and further that Services will be in strict accordance with all applicable laws, codes, ordinances, orders, rules and regulations of local, state, and federal governments and agencies and instrumentalities, including, but not limited to, applicable wage and hour, safety and environmental laws, and all standards and regulations of appropriate governmental regulatory commissions and similar agencies.

9.2

All Services furnished by Supplier shall be performed (i) in a diligent, efficient and skillful manner, (ii) to the best of Supplier’s ability and (iii) at the highest professional standards in the industry, to Verizon’s reasonable satisfaction. Any substantial interruption or degradation of service, as reasonably determined by Verizon, will be considered below the highest level of performance accepted in the industry. Notwithstanding anything to the contrary contained in this Agreement, any dispute or controversy relating to whether any Services meet the highest level of performance accepted in the industry shall be decided by Verizon in its reasonable discretion.

9.3

All Services furnished by Supplier shall be free of defects for a period of one (1) year following acceptance of such Services. If within one (1) year from the acceptance of Services, any defect exists or arises, then, in each such case, upon receipt of notice of such defect, Supplier will promptly cause such defect to be repaired or remedied at Supplier’s sole cost and expense no later than a timeframe to be specified by Verizon, provided that the Parties agree that such defect is reasonably subject to cure. If Supplier fails to commence immediate repairs or remediation, then Verizon shall have the right, without prejudice to any other rights or remedies available to it, to make repairs. Verizon may also offset the cost against any amounts owed or to be paid by Verizon to Supplier or bill Supplier for the cost to make such repairs or remediation.

9.4

Supplier, including its employees, agents and contractors, has obtained and will maintain for the Term of this Agreement, any permits or approvals necessary for the performance of Supplier’s obligations in connection with the performance of the Services.

9.5

All goods provided and Services performed under this Agreement do not and will not give rise to or result in any infringement or misappropriation of any patent, copyright, trade secret, or any violation of any other intellectual property right of any third party.

9.6.1

Supplier represents and warrants that all of the prices, warranties, benefits, terms and conditions (collectively) granted to Verizon by Supplier hereunder are now and shall be, during the Term of this Agreement and any extensions thereof, no less favorable than the prices, warranties, benefits, terms and conditions (collectively) granted to Supplier’s other wireless and/or wireline telecommunications services customers under like circumstances.

9.6.2

If at any time during the term of this Agreement or any extension thereof, Supplier shall offer more favorable prices, warranties, benefits, terms, or conditions (collectively) for substantially the same or similar Services to other telecommunications services providers under like circumstances as those provided hereunder; then:

9.6.2.1

Supplier shall, within thirty (30) days after the effective date of such offering, notify Verizon of such fact in accordance with Section 25, Notices, and offer Verizon the more favorable offering and negotiate any additional differentiating factors; and

9.6.2.2

This Agreement and all applicable Authorization Letters shall be deemed to be automatically amended, effective retroactively to the effective date of the more favorable offering, and Supplier shall provide the same prices, warranties, benefits, terms and conditions to Verizon; and

9.6.2.3

Verizon shall have the right to decline to accept the offering, in which event such automatic amendment shall be deemed to be void.

9.7

Offshore Restrictions

9.7.1

Except with Verizon’s advance written consent, in no event shall Confidential Information regarding or pertaining to Verizon’s systems, infrastructure, employees, or customers be stored, transmitted, or accessed at, in, through, or from a site located outside the United States nor made available to any person who is located outside the United States unless such Confidential Information relates solely, directly and independently (i) to Verizon employees or customers located outside of the United States, or (ii) to voice or data communications of Verizon or its customers that originate and terminate outside the United States, or (iii) to Verizon systems and/or infrastructure dedicated to the provision of Verizon’s voice or data services outside the United States or (iv) be otherwise necessary for storage or access outside the United States in connection with security, back-up, disaster recovery, or related purposes as required by Verizon services specifications, security and/or technical requirements. This subsection shall not apply to Verizon Wireless Customer Data which shall solely be governed by the provisions of 9.7.3.

9.7.2.

Exceptions to 9.7.1 above will be granted, in Verizon’s sole discretion, (i) in writing; (ii) on a project-specific or statement-of-work-specific basis; (iii) following a review of the particular project or statement of work in accordance with the policies of the relevant Verizon business unit governing the placement of work with resources located outside the United States; (iv) subject to any conditions imposed by Verizon on the access to systems or data by such resources as a result of such review; and (v) in advance of the commencement of any work by such resources on the relevant project or statement of work.

9.7.3

Notwithstanding subsection 9.7.1 and 9.7.2 above, unless Supplier secures Verizon’ further, prior written consent, in no event (i.) shall Supplier provide, direct, control, supervise, or manage any voice or data communication with regard to Verizon customers that occurs between United States locations (or the United States portion of any international communication that may originate or terminate within the United States) from a location outside of the United States, nor (ii.) shall Verizon Customer Data be stored, transmitted, or accessed, from, at, in, or through a site located outside the United Stated without Verizon prior written consent. “Verizon Customer Data” shall include (a) any subscriber information, including, without limitation, name, address, telephone phone number or other personal information of the Verizon subscriber; (b) any call-associated data, including without limitation, the telephone number, internet address or other similar identifying designator associated with a communication; (c) any billing records; (d) the time, date, size, duration of a communication or physical location of equipment used in connection with a communication; or (e) the content of any Verizon customer communication.

9.7.4

Nothing in this Section is intended to nor shall it operate in derogation of any requirement imposed on Verizon by a governmental body or agency outside the United States.

9.8

Software Virus Protection

9.8.1

Supplier represents and warrants to Verizon that the Supplier software and Supplier systems do not contain or will not contain any Self-Help Code or any Unauthorized Code. Supplier shall remove promptly any such Self-Help Code or Unauthorized Code in the Supplier software of which it is notified or may discover. Supplier shall indemnify Verizon against any loss or expense arising out of any breach of this warranty.

9.8.2

Supplier also represents and warrants that there are no copy protections or similar mechanisms within the Supplier software, which will, either now or in the future, interfere with the grants made in this Agreement. Furthermore, Supplier represents and warrants unless: (1) requested in writing by Verizon and Verizon approves Supplier’s response, or (2) Supplier advises Verizon in writing that it is necessary to perform valid duties under this Agreement and authorized in writing by Verizon, Supplier software and Supplier systems shall: (a) contain no hidden files; (b) not replicate, transmit or activate themselves and any software without control of an authorized person operating computer equipment on which it resides; (c) not alter, damage or erase any data or computer programs without control of an authorized person operating the computer equipment on which they reside; and (d) contain no encrypted imbedded key, node lock, time out or other function, whether implemented by electronic, mechanical or other means, which restricts or may restrict use or access to any programs or data developed under this Agreement, based on residency on a specific hardware configuration, frequency of duration of use, of other limiting criteria (collectively “Illicit Code”). Should any Supplier software and Supplier systems have any of the foregoing attributes, and notwithstanding anything elsewhere in this Agreement to the contrary, Supplier shall be in default of this Agreement, and no cure period shall apply. It is agreed that a breach of the above representation and warranty will cause irreparable harm and injury and Verizon shall be entitled, in addition to any other rights and remedies it may have at law or in equity, to an injunction enjoining and restraining Supplier from doing or continuing to do any such act and any other violations or threatened violations of the Agreement. In addition to any other remedies available to it under this Agreement, Verizon reserves the right to pursue civil and/or criminal penalties available to it against the Supplier.

9.9

All representations, warranties and covenants of Supplier contained in this Section shall continue for the Term of this Agreement (including any renewal or extended term) and shall survive its termination.

10.1

Termination for Convenience. Verizon may terminate this Agreement or any Authorization Letter issued hereunder without cause, effective immediately, upon thirty (30) days written notice to Supplier and, in such event, Supplier shall receive payment only for Services that are fully completed or performed and in accordance with this Agreement on or before the date of termination.

10.2

Termination for Cause. In addition to the rights outlined in Section 10.1 above, this Agreement may be terminated, by written notice, but only in the following circumstances:

10.2.1

By Verizon for a material breach or default of any of the terms, conditions or covenants of this Agreement by Supplier, provided that such termination may be made only following the expiration of a thirty (30) day period during which Supplier has failed to cure such breach after having been given written notice of such breach; provided, however, Supplier has the opportunity to cure any breach no more than one (1) time within any given consecutive six (6) months period unless otherwise agreed to by Verizon.

10.2.2

By Verizon, effective immediately, upon written notice to Supplier, if any of the following events occurs:

10.2.2.1

Supplier files a voluntary petition in bankruptcy.

10.2.2.2

Supplier is adjudged bankrupt.

10.2.2.3

A court assumes jurisdiction of the assets of Supplier under a federal reorganization act.

10.2.2.4

A trustee or receiver is appointed by a court for all or a substantial portion of the assets of Supplier.

10.2.2.5

Supplier becomes insolvent or suspends its business.

10.2.2.6

Supplier makes an assignment of its assets for the benefit of its creditors except as required in the ordinary course of business.

10.2.2.7

The identity of Supplier’s business is materially changed by sale of its business, transfer of control of its outstanding stock, merger or otherwise.

10.2.2.8

Supplier fails to comply with its obligations under Section 9.7 (Offshore Restrictions), Section 12 (Confidential Information), Section 15 (Compliance with Laws), Section 20 (Permits) or Section 21.7 (Background Checks).

10.3

Termination shall not affect any Authorization Letter placed prior to the date of termination unless otherwise stated.

10.4

In the event that Verizon gives written notice of termination under this Agreement, then, if requested by Verizon, Supplier will perform reasonable transition Services for a period not to exceed one hundred twenty (120) days after termination of this Agreement. Such transition Services shall be performed and be chargeable per the rates specified in Exhibit A or an Authorization Letter.

10.5

The foregoing rights are in addition to, and not in limitation of, any other remedy Verizon may have at law or equity.

11.1

Supplier shall indemnify, defend and hold harmless Verizon, its parents, subsidiaries and affiliates, and its and their respective directors, officers, partners, employees, agents, successors and assigns (“Indemnified Parties”) from and against any claims, demands, lawsuits, liabilities, loss, cost or expenses (including, but not limited to, reasonable fees and disbursements of counsel and court costs), judgments, settlements and penalties of every kind (“IP Claims”) arising from or relating to any actual or alleged infringement or misappropriation of any patent, trademark, copyright, trade secret or any actual or alleged violation of any other intellectual property or proprietary rights arising from or in connection with the Services performed (including related products furnished hereunder) under this Agreement or their use. Notwithstanding anything to the contrary contained in this Agreement (including, but not limited to, Section 22), the provisions of this Section 11, shall govern the rights of Indemnified Parties with respect to indemnification for IP Claims.

11.2

The procedures set forth in Section 22 (Indemnification) shall apply in the case of IP Claims hereunder.

11.3

Without limitation of Sections 11.1 and 11.2, if sale, use or if applicable, distribution, of the products or Services becomes subject to an IP Claim, Supplier shall, at Verizon’s option and Supplier’s expense:

11.3.1

Procure for Verizon the right to use the products and/or Services; (including related products furnished hereunder);

11.3.2

Replace the Services (including related products furnished hereunder) with equivalent, non-infringing products and/or Services;

11.3.3

Modify the Services (including related products furnished hereunder) so they become non-infringing; or

11.3.4

Remove the Services (including related products furnished hereunder) and refund the purchase price, including transportation, installation, removal and other incidental charges.

12.1.1

The non-disclosure provisions set forth as Exhibit E shall apply to this Agreement. Absent written approval of Verizon, Supplier shall not disclose any Confidential Information, as defined in Exhibit E to any Affiliate ordering hereunder unless such information pertains to that Affiliate. Supplier shall not disclose such Confidential Information to agents, contractors or others without the prior written approval of Verizon; and in the event of such approval, Supplier shall obtain their written agreement, in a form acceptable to Verizon, to protect Confidential Information provided hereunder.

12.1.2

Supplier shall conform to all requirements of the Payment Card Industry (PCI) Data Security Standard which can be found at https://www.pcisecuritystandards.org .

(a)

Supplier acknowledges that it is responsible for the security of cardholder data that it possesses. “Cardholder data” and “sensitive authentication data,” as these terms are utilized in the PCI Standard, are Verizon’s Confidential Information and subject to the security and non-disclosure requirements of this Agreement, however, the requirements of the PCI Standard will control over any conflicting or inconsistent requirements elsewhere in this Agreement.

(b)

Supplier shall, in its contracts with all permitted subcontractors and agents in the provision of Services to Verizon, flow down the foregoing requirements. Such flow down shall include the requirement that each such subcontractor and agent acknowledges that it is responsible for the security of cardholder data that it possesses.

12.1.3

Supplier shall comply with the Confidentiality of Pennsylvania Customer Communications and Information Requirements, attached hereto as Attachment F, and incorporated herein by reference.

13.1.1

Supplier shall make prompt written disclosure to Verizon of all notes, designs, models, prototypes, drawings, data storage media, listings, deliverables, technical data, inventions, improvements, discoveries, computer software (including firmware), and other forms of technology or intellectual property made, conceived, developed or actually or constructively reduced to practice in connection with or pursuant to the terms and conditions of this Agreement, whether solely or jointly with others, and which are associated with, refer to, are suggested by, or result from any Services which Supplier may do or perform pursuant to this Agreement, or from any information obtained by Supplier from Verizon or in discussions and meetings with employees of Verizon or any of its Affiliates including any reports to be prepared by Supplier for Verizon under this Agreement, (“Work Product”). Supplier hereby agrees that all such Work Product are works made for hire exclusively for Verizon under the patent or copyright laws of the United States and shall become and remain the exclusive property of Verizon, and Verizon shall have the rights to use such for any purpose without any additional compensation to Supplier.

13.1.2

In the event any work conceived or first produced under this Agreement shall not be deemed to be a work made for hire exclusively for Verizon under the patent or copyright laws of the United States, Supplier hereby assigns and agrees to assign to Verizon its entire right, title and interest in and to (including the right to reproduce, modify, display, produce derivative works of, translate, publish, sell, use, dispose of, and to authorize others so to do, and the right to patent or copyright and to register such patent or copyright in Verizon’s or its nominee’s name) all Work Product. Supplier further agrees to assist Verizon in every proper way to protect Work Product, including, but not limited to, signing patent and copyright applications, oaths or declarations, and assignments in favor of Verizon relating to the Work Product, as well as such ancillary and confirmatory documents as may be required or appropriate to insure that such title is clearly and exclusively vested in Verizon, within the United States and in any and all foreign countries. Supplier further agrees to assist and cooperate with all efforts to enforce the rights of Verizon in such property against any third parties.

13.1.3

Further, Supplier grants to Verizon a royalty-free, nonexclusive, transferable, sublicensable, and irrevocable license to any and all patented or copyrighted or patentable or copyrightable works not conceived or first produced by Supplier in the performance of this Agreement, but which are incorporated in any materials furnished under this Agreement to Verizon by Supplier, provided that such license shall only be to the extent that Supplier has, or prior to completion of final settlement of this Agreement, may acquire, the right to grant such license without becoming liable to pay compensation to others solely because of such grant.

13.1.4

Supplier warrants and represents that it has or will have the right, through written agreements with all employees performing Services under or in connection with this Agreement, to secure for Verizon the rights called for in this Section. Further, in the event Supplier uses any subcontractor, consultant or other third party to perform any of the Services contracted for by this Agreement, Supplier agrees to enter into such written agreements with such third party, and to take such other steps as are or may be required to secure for Verizon the rights called for in this Section.

13.2.1

Title to all property owned by Verizon and furnished to Supplier shall remain in Verizon.

13.2.2

Any property owned by Verizon and in Supplier’s possession or control shall be used only in the performance of this Agreement unless authorized in writing by Verizon. Supplier shall adequately protect such property, and shall deliver or return it to Verizon or otherwise dispose of it as directed by Verizon.

13.2.3

Supplier shall be responsible for any loss of or damage to property owned by Verizon and in Supplier’s possession or control.

17.1

The rights, obligations, and other interests of Supplier shall not be assigned by Supplier, in whole or in part, without the prior written consent of Verizon, and any purported assignment of same shall be void and ineffective.

17.2

If Verizon sells, exchanges or otherwise disposes of all or a portion of the assets of, or Verizon’s interest in, any business unit in which Services are used, then Verizon shall have the right to assign to such third party all applicable licenses, warranties, maintenance schedules and rights granted under this Agreement with respect to such Service; provided that the third party agrees to be bound by all obligations of Verizon to Supplier that pertain to the Service. Notwithstanding the foregoing, Verizon shall have the right to assign this Agreement to any Affiliate.

19.1

Verizon shall, as required by law, pay all United States state and local sales and use tax or other similar United States transfer tax in the nature of sales or use tax, however denominated (each, a “Tax”), which is directly and solely attributable to purchases by Verizon from Supplier for consideration under this Agreement. Supplier shall bill such Tax to Verizon in the amount required by law, separately stating the amount and type of the billed Tax on the applicable invoice; Verizon shall pay such billed amount of Tax to Supplier; and Supplier shall remit such billed amount of Tax to the appropriate tax authorities as required by law; provided, however, that Supplier shall not bill to or otherwise attempt to collect from Verizon any Tax with respect to which Verizon provides Supplier with (i) an exemption certificate prepared in accordance with applicable law, (ii) a direct pay number, or (iii) other evidence, reasonably acceptable to Supplier, that such Tax does not apply. Except as provided in this Section 19.1, Supplier shall bear the costs of all import and export duties and other governmental fees and taxes of whatever nature with respect to all services supplied under this Agreement.

19.2

Upon request, Supplier shall provide Verizon with a list of those states for which Supplier does not bill and remit Taxes because Supplier does not have nexus with that state.

19.3

Supplier shall cooperate with Verizon so as to minimize the tax liability of Verizon, including, without limiting the generality of the foregoing, liability for Tax to be billed and collected under Section 19.1. Such cooperation shall include, without limiting the generality of the foregoing, the separate statement of taxable and nontaxable charges on all invoices.

19.4

Supplier shall cooperate with all reasonable requests of Verizon in connection with any contest or refund claim with respect to taxes. If Supplier incorrectly (in the opinion of Verizon) bills and collects Tax from Verizon and the taxing authority requires that any refund from the taxing authority be sought by the billing party, then, upon request from Verizon, Supplier shall seek the refund and remit to Verizon the amount of the refund actually obtained, together with interest, if any, actually received, promptly upon receiving such refund and interest, if any, from the taxing authority.

19.5

Except with respect to Taxes descr