Low Speed Data (Frame Relay & Private Line) Ordering 20070105.006.S.009 Between Startek, Inc. And AT&T Services, Inc. Proprietary Information The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their...
Exhibit 10.19
| * | 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. |
Low Speed Data (Frame Relay & Private Line) Ordering
20070105.006.S.009
Between
Startek, Inc.
And
AT&T Services, Inc.
Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.
Order No. 20070105.006.C
Order No. 20070105.006.S.009
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Order No. 20070105.006.S.009
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General Agreement Order No. 20070105.006.S.009
This Order, effective on the date when signed by the last Party (“Effective Date”) is by and
between Startek, Inc., a Delaware corporation (“Supplier”) and AT&T Services, Inc., a Delaware
corporation (“AT&T”), each of which may be referred to in the singular as “Party” or in the plural
as “Parties,” and shall be governed pursuant to the terms and conditions of Agreement Number
20070105.006.C. Any terms and conditions in this Order that modify or change the terms and
conditions of Agreement Number 20070105.006.C shall apply to this Order only.
| 1. | Description of Material and/or Services: |
Supplier shall provide Data Ordering services and Data Ordering Support Services to AT&T as
determined by AT&T (“Program”), pursuant to Attachment A entitled “STATEMENT OF WORK”,
dated April 1, 2008 (“Work”) attached hereto and hereby made a part of this Order.
| 2. | Duration of Order: |
This Order will continue in effect for a term expiring on March 31, 2010, unless it is
Cancelled or Terminated before that date. The Parties may extend the term of this Order
beyond that date by mutual written agreement. The terms and conditions of this Order cover
all Services started prior to the execution of this Order, from April 1, 2008 up until
execution of this Order.
| 3. | Location: |
Supplier shall perform the Work at the following locations: Greeley CO and Grand Junction,
CO.
| 4. | Pricing: |
The following Pricing schedule shows the amounts to be paid to Supplier for the various
Work to be performed under this Order.
Full Time Equivalent (“FTE”) Order Specialists (“OS”) Monthly, the AT&T and Supplier will
mutually determine and agree in writing to the FTE headcount quantity of Order Specialists
based on [*] pursuant to “Section C — Volume and Forecasting Process of Attachment A” to be
invoiced according to the rates below. Invoices shall be submitted monthly based on [*]
and shall exclude any non-production activity, including but not limited to the following:
lunchtime, break time, holidays, vacations and sick-time.
Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.
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Order No. 20070105.006.S.009
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Billable [*] Rates:
The following rates shall apply to billable Order Specialist FTEs:
The following rates are based on [*]
The following rates are based on [*]
| Description | 1 - 75 FTEs | 76 - 125 FTEs | 125 + FTEs | |||||||||
Order Specialist FTE [*]
Rate* |
$ | [*] | $ | [*] | $ | [*] | ||||||
[*] Training — pursuant
to Section D Training |
$ | [*] | $ | [*] | $ | [*] | ||||||
LSSD Billing Validation
Team* |
$ | [*] | ||||||||||
| * | Any FTEs supporting similar type programs, whether added specifically to this
Order or issued under a separate Order will be added to this Orders existing FTE
headcount and the cumulative volume of FTEs will be used to determine applicable
volume tiered pricing for this Order. For Example: AT&T enters into a separate
Order with Startek to provide 40 FTEs to support another similar type Data program.
The existing 107 FTEs under this Order will then be compensated at the next
volume tiered price of $[*] since the total combined FTE head count, i.e.147, is at
the next volume tier rate threshold. |
|
| * | Supplier agrees that the rates provided above are all inclusive of the costs for
the Program, which include, but are not limited to the following items, and no
other charges shall be billed to AT&T. |
| 1. | Training [*] |
|
| 2. | Dedicated Area Managers |
|
| 3. | Dedicated AT&T GBS Reports Analyst |
|
| 4. | Dedicated AT&T GBS Process Managers |
|
| 5. | Dedicated AT&T GBS Escalation Managers |
|
| 6. | Travel and Living |
|
| 7. | Pagers |
|
| 8. | Programming (e.g. scripting, legacy programming and all programming production
support and maintenance functions) |
|
| 9. | Program / Account management functions and personnel |
|
| 10. | Development and issuance of reports |
|
| 11. | Recruiting of Order Specialist |
|
| 12. | Processing Downtime Forms |
|
| 13. | System Access and Requirements |
|
| 14. | Systems — Managing and maintaining equipment and access |
|
| 15. | Postage |
|
| [*] | ||
| 17. |
Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.
Order No. 20070105.006.C
Order No. 20070105.006.S.009
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Order No. 20070105.006.S.009
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Holiday [*]:
AT&T agrees to compensate Supplier [*] for work performed by Order Specialist
headcount during the Holidays shown in Section I Holidays that were previously
approved by AT&T in writing.
Where the parties are to mutually agree on the headcount quantity, [*] or the course of
conduct or activity under this Order, or any other provisions of this Order where the
parties may need to mutually agree, in the event the parties cannot mutually agree within
ten (10) business days, Supplier agrees to carry out the expressed requests of AT&T
provided such requests are not unreasonable. In addition, the parties agree to also
promptly escalate to the next level of management for resolution.
| 5. | Invoices/Billing Information: |
If Supplier is enabled to transact business with AT&T using the internet-based Ariba
Supplier Network (“ASN”), Supplier agrees to submit invoices in electronic form to AT&T’s
Accounts Payable organization through the ASN. If Supplier is not so enabled, it agrees to
submit invoices to AT&T Accounts Payable, XX Xxx 00000, Xx. Xxxxx, XX 00000-0000.
Invoices against this Order shall reflect billing number [TBD] exactly as shown, and shall
be submitted to AT&T’s Program Representative shown herein. Supplier shall ensure that
AT&T’s Technical Representative actually receives such invoices no later than the tenth
(10th) of each month for the prior month’s service in the format requested by
AT&T. In addition, Supplier shall provide AT&T, by no later than the 25th of each month,
with an estimate of current month’s billing including the amount being accrued and details
as to how the amount is being calculated. Such estimate shall be provided via email to
AT&T’s delegate [*]
Invoice charges (including any training expenses) shall be in accordance with the rates
shown in Section 4 Pricing of this Order.
[*] Supplier shall provide a document with each invoice which details the following:
| • | Headcount [*] by name, hire date, and months on Program as defined in the Statement
of Work. |
Training — Supplier shall provide the following back-up documentation, as requested
by AT&T, supporting all training expenses previously approved by AT&T in writing and billed
to AT&T. This documentation shall specify the following information for each training
class included in the billed training expense:
| • | Name or other designation of the training class |
| • | Program Request Form (PRF) to which the training is billed. If training is
cross-promotional (directed by AT&T in writing, and for the benefit of multiple AT&T
programs), Supplier will provide a copy of the PRF from AT&T directing the allocation
of the resulting expense across the affected programs, as well as a list of the
programs across which the expense is to be allocated. The cross-promotional training
expense will be allocated, as directed by AT&T, by Supplier across the affected
programs (PRF’s) |
Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.
Order No. 20070105.006.C
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Order No. 20070105.006.S.009
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| • | Name of the contact at AT&T who directed Supplier to conduct the training |
| • | Length, in hours per agent, of the training material covered in the class |
| • | Start-date of the training class |
| • | End-date of the training class |
| • | Number of agents beginning the class |
| • | Number of agents completing the class |
| • | Other supporting information as requested by AT&T |
The aforementioned information shall be presented in a consistent format satisfactory to
AT&T for each invoice. Supplier will attach this information, along with other required
back-up data, to the back of a copy of the corresponding invoice.
| 6. | Maximum Expenditure: |
The maximum expenditures for this Order shall not exceed [*] over the life of the Order.
Subject to this maximum, the total amount payable by AT&T for the Work shall be determined
by applying the stated rate of applicable compensation set forth in this Order. AT&T shall
not be required to pay for Work in excess of this
maximum unless Supplier has first secured an amendment to this Order authorizing the
increased expenditure.
| 7. | Program Manager/Point of Contact: |
AT&T’s Program Representative is:
[*]
| 8. | AT&T Contract Manager: |
[*]
9. Supplier Point of Contact:
[*]
Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.
Order No. 20070105.006.C
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| 10. | Orderly Transition: |
For the purposes of this Order, “Section 3.27 Orderly Transition” of Order No. 20070105.006.C
is hereby deleted in its entirety and replaced with the following:
ORDERLY TRANSITION
In the event of expiration, Cancellation or Termination of this Order, wherein all or some
portion of the Work will be either discontinued, performed by AT&T itself, or performed
elsewhere for AT&T, Supplier agrees to provide to the extent requested by AT&T in writing,
for a period not to exceed eighteen (18) months, its full cooperation in the orderly
transition of the Work to AT&T or elsewhere, or its discontinuance. Such orderly
transition may include but not necessarily be limited to: (1) transitioning customer
accounts and providing current Customer Account Profiles including reducing OS FTEs to such
number as AT&T may request from time to time, during any such transition period, (2)
packing and preparing for shipment any materials or other inventory to be transferred, (3)
provision of reports, training manuals, files, and similar media necessary for continuation
of the Work transferred, and (4) continuation of Work at reducing levels if necessary
during the transition period and at reduced levels if Work is transferred in part. AT&T
will only pay compensation for FTE activities which have been specifically authorized and
directed by AT&T in writing pursuant to this clause, and such payment, if any, will be at
the rates set forth in the PRICING
SCHEDULE. AT&T will provide thirty (30) days advance written notice to Supplier of
customer accounts to be transitioned or terminated. In no event shall Supplier
discontinue performing services for customer accounts or reduce, increase or vary, the
associated FTEs without AT&T’s expressed written consent.
| 11. | Dispute Resolution — Mediation |
| a. | The Parties will attempt in good faith to promptly resolve any controversy or
claim arising out of or relating to this Order through negotiations between authorized
representatives of the Parties, before resorting to other remedies available to them. |
| b. | If a controversy or claim should arise which is not settled as specified in
Subsection a., representatives of each Party who are authorized to resolve the
controversy or claim will meet at a location designated by AT&T, at least once, and
will attempt to, and are empowered to resolve the matter. Either representative may
request this meeting within fourteen (14) days of such request (the “first meeting”). |
| c. | Unless the Parties otherwise agree, if the matter has not been resolved
within twenty-one (21) days of the first meeting, the representatives shall refer the
matter to more senior representatives, who shall have full authority to settle the
dispute. Such senior representatives will meet for negotiations within fourteen (14)
days of the end of the twenty-one (21) day period referred to above, at a site
designated by AT&T. Three (3) business days prior to this scheduled meeting, the
Parties shall exchange memoranda stating the issue(s) in dispute and their positions,
summarizing the negotiations which have taken place, and attaching relevant documents. |
Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.
Order No. 20070105.006.C
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| d. | If more than one (1) meeting is held between the senior representatives, the
meeting shall be held in rotation at the offices of Supplier and AT&T. |
| e. | If the matter has not been resolved within thirty (30) days of the first
meeting of the senior representatives (which period may be extended by mutual
agreement), the Parties will attempt in good faith to resolve the controversy or claim
in accordance with the American Arbitration Association’s then current Commercial
Mediation Rules. |
12. TITLE TO MATERIAL FURNISHED BY AT&T
Supplier acknowledges and agrees that AT&T has and shall have at all times all right, title and
interest in material furnished directly or indirectly to Supplier by AT&T under this Agreement
(referred to in this clause as “AT&T Material”). Supplier shall, within ten (10) days of
receipt of the AT&T Material, notify AT&T in writing of any claims for quantity variation or
quality problems in the AT&T Material furnished to Supplier. Supplier assumes responsibility
for any loss or damage to such AT&T Material and shall be liable for the full actual value of
the AT&T Material. Supplier shall store the AT&T Material safely, indoors in protected areas
approved by AT&T at Supplier’s facility located at Greeley, CO or Grand Junction, CO. If
Supplier removes all or any part of the AT&T Material from one building to another, Supplier
shall continue to be responsible for loss and damage and Supplier shall give AT&T at least ten
(10) days advance notice, in writing, of the removal except when the removal is required to
protect the AT&T Material from damage or loss.
AT&T may inspect, inventory and authenticate the account of the AT&T Material during Supplier’s
normal business hours. Supplier shall provide AT&T access to the premises wherein all such
AT&T Material is located. The AT&T Material shall be kept segregated in an area marked
“PROPERTY OF AT&T”. For purposes of this clause, the term “AT&T” shall be deemed to mean AT&T
Services, Inc. or the AT&T affiliated or associated company which owns the AT&T Material, as
applicable.
Supplier shall bear the risk of loss for all AT&T Material shipped by Supplier.
Supplier shall not allow any security interest, lien, tax lien or other encumbrance
(collectively referred to as “encumbrance”) to be placed on any AT&T Material. Supplier shall
give AT&T immediate written notice should any third party attempt to place or place an
encumbrance on such AT&T Material. Supplier shall indemnify and hold AT&T harmless from any
such encumbrance. Supplier shall, at AT&T’s request, promptly execute a “protective notice”
UCC-1 form and all other documents reasonably necessary to enable AT&T to protect its interest
in such AT&T Material. The parties agree that this Agreement shall constitute the security
agreement required by the UCC of the appropriate state.
The obligations assumed by Supplier with respect to the AT&T Material are for the protection of
AT&T’s property. If Supplier defaults in carrying out Supplier’s obligations under this
Agreement, then, at no cost to AT&T and upon twenty-four (24) hours notice to Supplier, AT&T
may Cancel this Agreement in whole or in part or withdraw all or any part of the AT&T Material,
or both. Supplier shall, at AT&T’s option, return to AT&T or hold for AT&T’s disposition any
or all of such AT&T Material in Supplier’s possession at (a) the completion of the order, (b)
expiration, Cancellation or Termination of this Agreement, or (c) the withdrawal of AT&T
Material, as provided above.
Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.
Order No. 20070105.006.C
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| 13. | Name of Affiliate Ordering Services: |
AT&T Operations, Inc.
IN WITNESS WHEREOF, the Parties have caused this Order to be executed, which may be
in duplicate counterparts, each of which will be deemed to be an original instrument,
as of the date the last Party signs.
STARTEK, INC.
|
AT&T Services, Inc. | |||
By: /s/ Xxxxxxx X. Xxxxx
|
By: /s/ Xxxxx Xxxxxxxx | |||
Printed Name: Xxxxxxx X. Xxxxx
|
Printed Name: Xxxxx Xxxxxxxx | |||
Title: COO
|
Title: Vice President, Global Strategic Sourcing | |||
Date: 5 June 2008
|
Date: 5/23/08 | |||
| On behalf of AT&T Operations, Inc. |
Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.
