COMCAST AND XXXXXXX. XXX CONFIDENTIAL
COMCAST AND XXXXXXX. XXX CONFIDENTIAL · Avaya Session Manager – This device is signaled via SIP from the E-SBC to determine which PBX/CM to send the call. · Avaya Communication Manager – One-X Agent registers via H.323 to the Avaya CM PBX then CM connects call to outsourcer One-X agent via SIP signaling to the telecommuter mode One-X Agent. When agent answers ring, media is established over the SIP infrastructure (SBCs). The PBX routes the call either to an outsourcer One-X Agent or Comcast Call Center agents. · Comcast co-located router(s) installed at the outsourcer location – Provides the network connectivity from Comcast routed network to outsourcer Session Border Controller (SBC) to facilitate the SIP signaling and audio media to connect calls to the One-X Agent desktop/phone in addition to providing the routing for data traffic to the outsourcer that includes analytics and the path for One-X Agents to register back to the Comcast PBXs via H.323 signaling and keep-alives. · Comcast co-located firewall(s) – Provides the security demarcation between Comcast sensitive data and the outsourcer network. · Avaya Call Management System (CMS) - database, administration, and reporting application to helps Comcast and outsourcer vendors identify operational issues and take immediate action to solve them. Division and Call center managers can view data and receive customized threshold and exception alerts, all in real time. They can also view historical reports to help them analyze trends, establish performance benchmarks, and plan new marketing or customer-service campaigns. · E-Workforce Management - Workforce Management provides forecasting and scheduling capabilities to contact centers. eWFM analyzes contact center agent performance as well as contact center performance trends. Automatically forecasts staffing requirements to meet call volumes and automating agent scheduling, Workforce Management ensures that businesses have the right workforce, with the right skills, to better serve customers. · Call Recording - Provides the capability to record, store, and play back voice interactions. Synchronizes agent’s on-screen activity to the audio recording, and provides agent performance evaluation tools for a complete view of customer interactions and their quality. · One-X Agent - Avaya one-X® Agent is a contact center agent desktop application that provides the outsourcer’s call center agent the IP telephony VoIP connections. Outsourcer One-X Agent registers back to the Comcast Avaya...
COMCAST AND XXXXXXX. XXX CONFIDENTIAL 1.3 Subject to the terms of an SOW, Comcast reserves the right to: (i) add to, alter or subtract from the Services, including, but not limited to the Operation Hours, upon thirty (30) days prior written notice to Vendor provided, however, that Vendor shall have the right to terminate this Agreement and/or any SOW affected by such change within ninety (90) days following receipt of notice of any change in Vendor’s sole discretion and (ii) perform the same or similar types of Services itself or utilizing third parties. SECTION II COMCAST PRODUCTS All policies, procedures, scripts, descriptions, terms, conditions and prices utilized by Vendor for the Comcast Products shall be the policies, procedures, scripts, descriptions, terms, conditions and prices authorized by Comcast in writing or otherwise provided in writing to Vendor by Comcast. Vendor shall not under any circumstances utilize other policies, procedures, scripts, descriptions, terms, conditions and prices for any Comcast Product without the prior written authorization of Comcast. Comcast reserves the right to add to, alter or subtract from the Comcast Products as well as any policies, procedures, scripts, descriptions, terms or conditions related thereto upon prior written notice to Vendor. SECTION III INVOICING AND COMPENSATION 3.1 Comcast will pay Vendor the base compensation for the Services set forth in a SOW. In addition to the base compensation, if a SOW provides for a Bonus Rate if Vendor meets or exceeds the Service Level Target(s) (as both terms are defined in the applicable SOW) for the fiscal month, Comcast will pay Vendor additional compensation as set forth in the SOW. The Bonus Rate is determined by multiplying the achieved Bonus percentage set forth in the SOW by the Productive Hours Rate set forth in the SOW. 3.2 Vendor will provide Comcast with an itemized monthly invoice for the Services stating the Productive Hours Rate, Training Rate and Overtime Rate (to the extent such are provided for and defined in the applicable SOW), along with any other information that Comcast may request from time to time. If applicable, invoices for Bonus Rate payments due to Vendor (the “Bonus Invoice”) shall be submitted monthly by Vendor no later than ten (10) business days after Vendor sends to Comcast Vendor’s invoice for Productive Hours, Training and Overtime Hours. Vendor shall submit all invoices to Comcast electronically in accordance with Comcast's electronic payment policies...
COMCAST AND XXXXXXX. XXX CONFIDENTIAL 3.3 All undisputed charges shall be payable within [***] days of Comcast’s receipt, subject to Comcast’s review and verification of Vendor’s invoice and Bonus Invoice. In the event that Comcast disputes any charges on a Vendor’s invoice or Bonus Invoice, Comcast shall provide to Vendor in writing the amounts of the charges in dispute along with a brief description of the basis for the dispute. Comcast and Vendor shall each act in good faith and use commercially reasonable efforts to promptly resolve such disputed charges.
COMCAST AND XXXXXXX. XXX CONFIDENTIAL 4.7 Vendor shall implement and comply with Security Protocols established by Comcast and attached hereto as Exhibit A. Upon reasonable prior notice, Comcast may audit Vendor for compliance with the Security Protocols. Any cost of audit shall be borne by Comcast, except in the event that a material breach of the Security Protocols is discovered during any audit, Vendor shall reimburse Comcast for the reasonable costs incurred in performing such audit. Comcast reserves the right to amend such Security Protocols from time to time as deemed necessary in its sole discretion, provided that Vendor shall have thirty (30) days from the date Comcast notifies Vendor of such change to either: (i) implement changes; or (ii) if such changes would result in substantial costs to Vendor or would otherwise adversely impact the provision of Services by Vendor hereunder, contact Comcast in order for the parties to discuss and mutually resolve such requested changes. Any failure to comply with Security Protocols (or amended Security Protocols, after such thirty (30) day period) shall be deemed a material breach of this Agreement, giving rise to Comcast’s right to immediately terminate this Agreement in its sole discretion without notice or opportunity to cure. The parties agree that it may be difficult, if not impossible, to determine damages in the event of a material breach of the Security Protocols. Vendor agrees to pay as liquidated damages, and not as a penalty, an amount equal to [***], in the event any material breach of the Security Protocols occurs. Such amount shall be in addition to any other obligation of Vendor, including, but not limited to, the indemnification obligations set forth in Section VI below, entitled “Indemnification, Limitation of Liability.” The parties agree that this amount is reasonable and commensurate with the anticipated loss to Comcast resulting from such breach and is agreed to as a fee, not a penalty.
COMCAST AND XXXXXXX. XXX CONFIDENTIAL 4.10 Except as otherwise set forth in this Agreement or a SOW, Vendor is solely responsible for furnishing all equipment, software, systems, tools, documentation, licenses, permits, approvals, supplies and other tangible and intangible items necessary to provide the Services and perform its obligations under this Agreement. 4.11 Vendor will monitor and record its compliance with the Service Level Guarantees (as defined in an applicable SOW) on an on-going basis throughout the Term of this Agreement. Vendor shall use a Comcast approved (or if made available to Vendor by Comcast, a Comcast supplied monitoring tool (e.g., Click2Coach, Witness, or NICE)) that is equipped to monitor calls with both voice and screen capture. Vendor shall conduct periodic support reviews with Comcast upon the prior written request of Comcast.
COMCAST AND XXXXXXX. XXX CONFIDENTIAL 4.22 Vendor shall ensure skilled network facility repair personnel are available 7 days a week, 24 hours a day, 365 days a year to manage of Vendor’s network facilities (the “Network Personnel”). The Network Personnel shall have detailed knowledge of all systems used by Vendor to provide the Services and be capable of providing support and information to identify and resolve issues related to the Vendor’s network facilities. Network Personnel shall be on duty thirty (30) minutes prior to the start of the Operation Hours (as defined in the applicable SOW) until thirty (30) minutes after the end of the Operation Hours as well as during any installation or maintenance of Vendor’s network facilities. Vendor shall provide Comcast with information regarding an outage of Vendor’s network facilities as soon as such information is available, including, but not limited to, the anticipated timeframe for resolution of the outage. Vendor shall provide the name, telephone number, facsimile number and electronic mail address of Vendor contacts to whom any telecommunications or network outage or latency problems are to be directed.
COMCAST AND XXXXXXX. XXX CONFIDENTIAL 5.8 If applicable to an SOW, Comcast shall provide Vendor with sixty (60) days advance written notice of the Service Level Targets (as defined in the SOW) for each fiscal month, other than Line Adherence, which shall be as specified in the SOW. 5.9 Promptly following the Effective Date, Comcast shall provide Vendor with a master copy of relevant documentation and materials for the Comcast Products as applicable to the Services. Alternatively, Comcast may provide such information electronically. Vendor may copy and circulate copies of such materials to its personnel who will be performing the Services provided it preserves the intellectual property marks or confidentiality marks contained on such materials. Vendor shall cease the use of and return the master copy and any and all copies of such documentation and materials to Comcast upon the termination of this Agreement as well as those materials developed by Vendor specific to the Services containing Comcast Proprietary Information.
COMCAST AND XXXXXXX. XXX CONFIDENTIAL 6.2 Notwithstanding anything in this Agreement to the contrary, if a Fine (as defined below) is charged or owed due to Vendor’s failure to make the PCI Environment (as defined below) PCI Compliant as set forth in Exhibit A, Vendor will indemnify, defend, and hold Comcast harmless from and against such Fine. If a Fine is charged or owed due in material part to Comcast, including Comcast’s hardware, software, network (excluding the services provided by another service provider/vendor), Vendor will have no indemnity obligations related to such Fine, provided that Vendor has notified Comcast that it is unable to be PCI Complaint due to Comcast prior to the assessment of such Fine. If a Fine is charged or owed partially due to Vendor’s failure to make the PCI Environment PCI Compliant, Vendor shall only be liable for Vendor’s proportionate amount of such Fine as determined based on any specific percentage attribution of causation determined by the entity charging, determining, or owed the Fine, or if no such attribution is specified, on a pro rata basis between Vendor and the other parties identified as responsible for such failure. A “Fine” shall mean any administrative or breach based fines or penalties levied against Comcast specifically for its failure to be PCI compliant. “PCI Environment” shall mean any Vendor systems that have, or substantially support Vendor systems which have, cardholder data. 6.3 EXCEPT FOR DAMAGES RESULTING FROM A PARTY’S (1) GROSS NEGLIGENCE, INTENTIONAL ACTS, CRIMINAL OR FRAUDULENT ACTS OR (2) A PARTY’S OBLIGATION TO INDEMNFIFY THE OTHER PARTY HEREUNDER, OR (3) A PARTY’S BREACH OF SECTION X (RELATING TO CONFIDENTIALITY) OF THIS AGREEMENT (IN EACH CASE, WITH RESPECT TO WHICH THESE LIMITATIONS SHALL NOT APPLY), UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY (WHETHER BASED IN CONTRACT, TORT, OR OTHER LEGAL OR EQUITABLE GROUNDS) FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), INCLUDING BUT NOT LIMITED TO, LOSS REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. EXCEPT FOR DAMAGES RESULTING FROM A PARTY’S (1) BREACH OF PAYMENT OBLIGATIONS IN RELATION TO FEES DUE, (2) A PARTY’S OBLIGATION TO INDEMNFIFY THE OTHER PARTY HEREUNDER, OR (3) A PARTY’S BREACH OF SECTION X (RELATING TO CONFIDENTIALITY) OF THIS AGREEMENT (IN EACH CASE, WITH RESPECT TO WHICH THESE LIMITATIONS SHALL NOT APPLY), UNDER NO CIRCUMSTANCES ...
COMCAST AND XXXXXXX. XXX CONFIDENTIAL 10.4 Vendor shall not use any trademark, service xxxx, trade name, or other name or logo of Comcast in any advertising or publicity and shall not issue any public statement concerning this Agreement or the Services rendered hereunder without the prior written consent of Comcast. Notwithstanding any other provision of this Agreement, Vendor may disclose such information as may be expressly required under applicable law without such consent from Comcast, provided that Vendor promptly (prior to such disclosure to the extent possible) notifies Comcast in writing of any such disclosure required by law, including any notices received by Vendor requiring such disclosure. Further, Vendor may disclose the existence of this Agreement and discuss non-confidential information, including qualitative information customarily discussed by public companies in relation to material agreements and large customers, in its public releases and filings required by the Security Exchange Commission, and investor relations and corporate communications.
