EXHIBIT 99.19
[VERSO TECHNOLOGIES LOGO]
VERSO TECHNOLOGIES, INC.
MASTER SERVICE AGREEMENT
This Agreement ("Agreement") is made as of January 21, 2005 by and between
Verso Technologies, Inc. ("Verso"), with an address of 000 Xxxxxxxx Xxxxxxx,
Xxxxx 000, Xxxxxxx, XX 00000 and NACT Acquisition, Inc. ("Customer"), with an
address of 000 Xxxx 0000 Xxxxx, Xxxxx, XX, 00000
The parties agree as follows:
1. SCOPE OF AGREEMENT. Verso and Customer have agreed that Verso shall
perform certain transition and call center services for Customer in
connection with Customer's acquisition of assets from Verso and its
affiliated entities pursuant to an Asset Purchase Agreement of even date
herewith. The services to be performed by Verso are set forth in one or
more Statements of Work each signed by both parties and attached as
exhibits to this Agreement (collectively, the "SOWs" or individually, the
"SOW"). This Agreement shall govern the SOWs and all services performed
thereunder. In the event of a conflict between an SOW and this Agreement,
this Agreement shall govern.
2. PERFORMANCE OF SERVICES. Subject to the terms and conditions of this
Agreement, Verso agrees to perform the services set forth in the SOWs and
Customer agrees that Verso is authorized to perform such services for
Customer.
3. PAYMENT TERMS. Verso shall invoice Customer as provided in each SOW. If
the SOW does not include invoice and payment provisions, (a) Verso shall
invoice Customer on a monthly basis for all service performed under the
SOW, and (b) payment shall be made by Customer no later than 30 days after
the date of the invoice. Under all SOWs, Customer shall be responsible for
paying all sales, use, value-added, and excise taxes in connection with
the services.
4. LATE CHARGES. Late payments under all SOWs will bear a late charge of one
and one-half (1.5) percent per month until paid. Customer shall pay all of
Verso's costs incurred to collect delinquent payments under any SOW,
including reasonable attorneys' fees.
5. OUT OF POCKET EXPENSES. Customer shall pay out-of-pocket expenses of Verso
as set forth in the SOWs. Such amounts shall be due 30 days after the date
of invoices issued therefore.
6. WARRANTIES AND LIABILITY.
VERSO WARRANTS THAT WORK WILL BE PERFORMED IN A PROFESSIONAL AND
WORKMANLIKE MANNER CONSISTENT WITH INDUSTRY STANDARDS AND SUBSTANTIALLY IN
ACCORDANCE WITH THE DESCRIPTION SET FORTH IN THE SOW.
CUSTOMER ACKNOWLEDGES AND AGREES THAT THE WARRANTY SET FORTH ABOVE IS THE
ONLY WARRANTY MADE TO CUSTOMER WITH REGARD TO THE SERVICES UNDER THE SOWS
AND THIS AGREEMENT, AND THAT SUCH WARRANTY IS MADE IN LIEU OF ALL OTHER
WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
VERSO SHALL NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OF
USE, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL,
EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, WITHOUT
LIMITATION, LOST PROFITS OR LOST DATA) REGARDLESS OF THE FORM OF ACTION,
WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. VERSO'S TOTAL CUMULATIVE
LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT, THE SOWS, OR THE
SERVICES, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE
AMOUNT OF FEES PAID BY PURCHASER TO VERSO UNDER THIS AGREEMENT FOR THE
TWELVE MONTH PERIOD PRIOR TO THE DATE THE CLAIM
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ACCRUED. MULTIPLE CLAIMS SHALL NOT EXPAND THIS LIMITATION. THIS SECTION
SHALL BE GIVEN FULL EFFECT EVEN IF THE WARRANTY PROVIDED IN THIS SECTION
IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
7. TERMINATION. This Agreement shall be effective upon completion or
termination of all of the SOWs entered into under this Agreement. The term
of each SOW shall be as set forth in the SOW. A party may terminate this
Agreement effective upon 30 days' written notice if the other party is in
breach of any term of this Agreement and fails to cure such breach within
the 30 day notice period. Failure to pay invoices on a timely basis under
an SOW two times or more in any 12-month period shall be grounds for
immediate termination of this Agreement by Verso. Termination of this
Agreement shall result in termination of all of the SOWs then in effect.
If Verso terminates this Agreement as provided in this paragraph, Verso
shall be entitled to payment of all amounts owed under this Agreement on
all SOWs through the effective date of termination, including, without
limitation, any applicable late fees.
8. RELATIONSHIP OF PARTIES. Verso is an independent contractor of the
Customer.
9. CONFIDENTIALITY. Each party acknowledges that it may be exposed to
confidential and proprietary information of the other party including,
without limitation, software products and other technical information,
functional and technical specifications, and other information labeled as
confidential or proprietary information ("Confidential Information").
Confidential Information does not include information already known or
independently developed by the recipient or information in the public
domain through no wrongful act of the recipient, or information received
by the recipient from a third party who was free to disclose it. Each
party agrees not to divulge, disclose, or communicate in any manner any
Confidential Information to any third party without the prior written
consent of the other party and to use the Confidential Information only
for purposes of performing under this Agreement. Each party will protect
the Confidential Information of the other party and treat it as
confidential for a period of 3 years after it was disclosed. All data and
information regarding the calls processed by the call center shall be
considered the Confidential Information of the Customer and copies shall
be delivered to Customer upon its request.
10. UNAUTHORIZED DISCLOSURE OF INFORMATION. If either party has disclosed (or
has threatened to disclose) Confidential Information in violation of this
Agreement, the other party shall be entitled to seek an injunction to
restrain the violating party from disclosing, in whole or in part, such
Confidential Information. Such equitable relief shall not limit the
parties' ability to pursue other remedies, including a claim for losses
and damages.
11. SURVIVAL AFTER TERMINATION. The following provisions of this Agreement
shall survive the termination or expiration of this Agreement: 6, 7, 9, 10
and 11.
12. NOTICES. All notices required or permitted under this Agreement shall be
in writing and shall be deemed delivered when delivered in person or 3
days after deposited in the United States mail, sent via certified mail,
addressed as follows:
Company:
Customer:
Contract Administrator
Verso Technologies, Inc. NACT Acquisition, Inc
000 Xxxxxxxx Xxxxxxx, Xxxxx 000 192 West 0000 Xxxxx
Xxxxxxx, XX 00000 Xxxxx, XX 00000
Either party may change such address from time to time by providing
written notice to the other in the manner set forth above.
13. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
parties with respect to the performance of the services in the SOWs. This
Agreement may not be assigned by either party without the other party's
prior written consent, not to be unreasonably withheld or delayed.
14. AMENDMENT. This Agreement can only be modified by a written Agreement duly
signed by both parties. Each SOW can only be modified in accordance with
the provisions set forth in the SOW. No oral statements, before or after
the date of this Agreement, shall have the effect of in any way expending
the warranties contained herein, or of modifying the limitation of
liabilities contained herein.
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15. SEVERABILITY. If any provision of this Agreement shall be held to be
invalid or unenforceable for any reason, the remaining provisions shall
continue to be valid and enforceable. If a court finds that any provision
of this Agreement is invalid or unenforceable, but that by limiting such
provision it would become valid and enforceable, then such provision shall
be deemed to be written, construed, and enforced as so limited.
16. WAIVER. The failure of either party to enforce any provision of this
Agreement shall not be construed as a waiver or limitation of that party's
right to subsequently enforce and compel strict compliance with every
provision of this Agreement.
17. FAX COUNTERPARTS. A facsimile of this Agreement and notices sent according
to any notice identified therein, shall be treated as "original"
documents.
18. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Georgia without regard to
conflict of laws principles.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date set forth above.
VERSO TECHNOLOGIES, INC. NACT ACQUISITION, INC.
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxxxxx X. Xxxxxxxx
-------------------------------- --------------------------------
Name: Xxxxxx X. Xxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx
------------------------------- -------------------------------
Title: Executive Vice President and Title: Vice President
Chief Financial Officer -------------------------------
-------------------------------
Date: 1/21/2005 Date: 1/21/2005
------------------------------- ------------------------------
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EXHIBIT A TO MASTER SERVICE AGREEMENT
STATEMENT OF WORK FOR CALL CENTER SERVICES
GENERAL DESCRIPTION OF WORK
SERVICES
Verso will provide a call center outsourced solution utilizing Verso's
call center located at 000 Xxxxxxxx Xxxxxxx in Atlanta, Georgia. Services
Verso will provide to NACT under this SOW are:
- Call Center Services
- Account Management
TOOLS/RESOURCES
1. NACT CRM System (Clientele) (provided by NACT)
2. NACT's Customer Information Spreadsheet (provided by NACT)
3. Internet Access (provided by Verso)
4. Reference Manuals (provided by NACT)
5. Training Materials (provided by NACT)
6. NACT's Knowledgebase Material (provided by NACT)
7. WebConnect Internet CS system (provided by NACT)
GENERAL ASSUMPTIONS
1. This SOW supersedes all pre-existing SOWs, proposals, summaries and
addendums relating to the provision of call center and account
management services. Any modifications or changes to this SOW must
follow the change control process defined in section 5.2.
2. Every six months, Verso will provide an operations activity summary
and process and procedure flow charts for the designated services
called out in this Statement of Work.
3. This SOW assumes an average monthly call volume of 1200 calls which
includes NACT and Yahoo. If the call volume exceeds this level, the
parties will enter into a change order as provided in section 5.2.
4. This SOW assumes approximately 5 minute average handle time per
call. If the average handle time exceeds this level, the parties
will enter into a change order as provided in section 5.2.
5. The Service Level Agreements in this SOW (SLAs) shall not apply when
failure to meet them is caused by the acts or omissions of NACT or
its manufacturers, vendors, or carriers.
6. The SLAs shall not apply when failure to meet them is caused by acts
of God or other issues outside of the control of Verso, or by NACT
outages and communication downtime.
7. Verso will provide a work force to meet the provisioning of services
and attainment of SLAs contained in each of the service categories
in this SOW. The Operations Director will manage the daily
re-allocation of excess capacity and re-deployment to cover over
capacity categories.
8. Verso management and NACT management personnel will mutually develop
a training curriculum for inclusion in the Verso Standard Operation
Procedure (SOP) orientation guides that will provide guidance to the
support personnel and ensure coverage of all potential escalation
issues.
9. Verso will hold all responsibility for selection and management of
Verso personnel necessary to fulfill the scope contained in the SOW.
10. NACT will provide all information and access to knowledge holders
required for Verso to fulfill the scope contained in this SOW.
11. NACT will provide support for NACT owned telephony system and
Customer Information Spreadsheet.
12. Verso services, described in this SOW, are limited to the United
States, District of Columbia and Canada. However, the Verso Help
Desk function will accept calls from outside the U.S. where the
English language and Spanish language are the consistent medium of
communication.
13. Verso requires 30 days advance notice to contract for additional
personnel to handle additional responsibilities which are not
defined in this SOW and where increased call volume is anticipated.
Any requirement for additional personnel will be handled through the
change control process identified in section 5.2 of the SOW.
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14. NACT will provide Verso reasonable network and system access to
perform assigned duties.
15. Verso and NACT will mutually develop and maintain procedural and
reference documentation.
VERSO HOURS OF OPERATION
1. General
a. Unless noted otherwise, standard hours are 8:00 a.m. to
5:00 p.m. EST, Monday though Friday, excluding Verso
observed holidays
2. Exceptions
Function Exception
-------- ---------
Call Center 7x24 coverage required
VERSO OBSERVED HOLIDAYS
New Year's Day Memorial Day
Independence Day Labor Day
Thanksgiving Day Day after Thanksgiving Day
Christmas Eve Day Christmas Day
CALL CENTER
DESCRIPTION OF SERVICE - CALL CENTER
Verso will provide on-site Call Center personnel at Verso's location in
Atlanta, GA. These personnel will provide a single-point-of-contact (SPOC)
for clients to access the services contained in this SOW.
Verso Help Desk support agents will provide first calls acceptance for
NACT's customers, as they call for customer services as provided by NACT
under their support contacts. Verso Help Desk will enter the customers
request into NACT's Clientele trouble ticket management system, and then
based upon the severity of the issue, transfer the call directly to NACT's
customer service personnel or mainline operator during NACT's CS operating
hours or to the on-call personnel in after hour situations. Verso Help
Desk will also provide Customer Services for Yahoo/Moneygram customer as
outlined in the current Viewing Yahoo! Account Information document.
TOOLS - CALL CENTER/RESOURCES
1. Interactive Voice Response Unit (IVRU) - Call routing system
(provided by Verso).
2. NACT CRM System (Clientele) (provided by NACT)
3. System reference manuals (provided by NACT).
4. ACD phones (provided by Verso)
5. Knowledgebase (provided by Verso)
6. Internet Access (provided by Verso)
7. NACT's Customer Information Spreadsheet (provided by NACT)
8. WebConnect Internet CS system (provided by NACT)
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KEY ASSUMPTIONS - CALL CENTER
1. Average call handle time is 5 minutes.
2. Verso will implement a new call flow process including call
escalation to a subject matter expert on the Help Desk after five
minutes' call duration average. This will be done to achieve call
resolution goals.
TECHNOLOGY IMPLEMENTATION ASSUMPTIONS
1. Verso will not implement significant technology initiatives within
six months of contract signature.
2. NACT will own all knowledge base data relating to its products under
this SOW.
3. NACT will maintain ownership of its existing technology and any
technology implemented at NACT's expense for the duration of this
contract.
RESPONSIBILITY MATRIX - CALL CENTER
Help Desk Verso NACT
--------- ----- ----
1. Provide ACD system to receive all client calls and ongoing X
maintenance and support
2. Provide IVRU call routing system. X
3. Provide IVRU voice programming and ongoing functionality X
4. Develop and maintain support agent scripts. X X
5. Develop and maintain call flow and escalation processes. X X
6. Provide analysts software that is required to perform the X
assigned duties.
7. Develop and maintain procedural and reference documentation X X
(overall Help Desk operations).
8. Knowledge base implementation/management X X
9. Develop, maintain and produce reporting as defined in SOW X X
10. Provide and maintain call management software to monitor X
ACD activity.
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SERVICE LEVEL SPECIFICATIONS
MINIMAL ACCEPTABLE LEVEL
CALL CENTER SLAS DESCRIPTION OF SLA OF PERFORMANCE RESOURCE RANGE
---------------- ------------------ -------------- --------------
Answer time The average time it takes a Help Desk Target - 100% N/A
Analyst to answer an inbound ACD
Average answer call. The SLA is valid as long as the Minimally acceptable - 95%
speed of inbound call volume to the Verso Help
180 seconds Desk does not exceed 150 calls per day. Unacceptable - <90%
SLA measurements based on monthly data.
Abandonment Rate Percentage of caller that hang up Target - 100% N/A
prior to speaking with agent
Less than 10% Minimally acceptable - 95%
Unacceptable - <90%
SLAS MEASURED AND REPORTED MONTHLY.
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CALL FLOW
[FLOW CHART]
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ACCOUNT MANAGEMENT
DESCRIPTION OF SERVICE - ACCOUNT MANAGEMENT
Verso will provide an Account Manager to the NACT account, to be located
at the Verso campus.
SUMMARY OF ACTIVITIES - ACCOUNT MANAGEMENT
ACCOUNT MANAGER
1. Single point of contact for relationship management.
2. Issue escalation and resolution.
3. Change management authority.
4. Interface to Verso senior executive management.
OPERATIONS MANAGER
1. Management of service delivery.
2. Developing and delivery of training.
3. Ensuring compliance with Verso and NACT standards.
4. Development of procedures to achieve quality and SLAs.
5. Define escalation policy and practices for problem resolution.
6. Reporting on team performance.
7. Personnel management.
8. Developing and implementing process improvement plans.
9. Management of facilities and security.
10. Development and maintenance of operational procedures.
11. Management of Verso capital assets.
12. Management of third party relationships.
13. Development and implementation of resource allocation and scheduling
plan.
SUPERVISORS
1. Policy and procedures compliance management.
2. Direct management of technical support resources.
3. Management of training certifications and scheduling.
4. Management of quality and SLAs.
5. Management of resource allocation and scheduling.
6. Management of escalation issues.
7. Ensures operation consistency of service.
8. Prepare and deliver prescribed reporting.
9. Attends roll call and escalation meetings.
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RESPONSIBILITY MATRIX - ACCOUNT MANAGEMENT
Account Management Verso NACT
------------------ ----- ----
1. Provide a single-point-of-contact for policy
creation and resolution of escalated issues. X X
2. Provide functional group interface for Verso line
managers. X
3. V.P. of Business Development is responsible for
Operational Excellence and Success at NACT. X
4. Conduct Quarterly account reviews with appropriate
parties. X
5. Provide performance score sheets based on Service
level attainment on a monthly basis. X
SERVICE IMPLEMENTATION
DESCRIPTION OF SERVICE - SERVICE IMPLEMENTATION
Verso will provide implementation services required to establish the
outsourced offering described in sections 4 and 5.
SUMMARY OF ACTIVITIES - SERVICE IMPLEMENTATION
1. Acquire/Develop support documentation.
2. Become familiar with NACT products and offerings.
3. Understand and refine escalation requirements.
4. Identify third party resources required to complete tasks.
5. Establish call routing scheme.
6. Define ACD reporting.
7. Establish telephony access from provider.
8. Educate training and support staff on products and documented
procedures.
9. Test documented processes.
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6.3 RESPONSIBILITY MATRIX - SERVICE IMPLEMENTATION
Service Implementation Verso NACT
---------------------- ----- ----
1. Identify Agent Skills Required (Technical, Language) X
2. Provide any support FAQ's X
3. Identify a Trainer X X
4. Identify best training strategy (lead agent, onsite, etc.) X X
5. Create Training Aids X X
6. Provide Training Materials X
7. Ensure Knowledge Transfer to Knowledgebase X
8. Provide test accounts for training and testin X X
9. Provide any tools/software needed to analyst to perform duties X X
10. Identify best method to connect to current technologies X X
11. Provide access to current technologies Passwords X
12. Identify any licensing issues X X
13. Outline Knowledgebase owner/administration X X
14. Outline telephony requirements/needs 800#, Local ANI, X X
Porting Issues for existing number, etc...
15. Identify IVRU functionality X
16. Establish recordings/verbiage to be used X X
17. Channel Contact Requirements and Information (Email, Fax, Chat) X X
18. Identify any technology needed for off hours support X X
(routing, recordings etc)
19. Identify any CRM needs X X
20. Identify any CTI needs X X
21. Identify any tools/software needed to perform duties X X
22. Define Levels of Support X X
23. Define Hardware to be supported (include limit of support) X X
24. Define Software to be supported (include limit of support) X X
25. Identify Points of Contact X X
26. Establish escalation procedures (Customer Escalations) X X
27. Establish escalation procedures (Misrouted Calls Escalations) X X
28. Establish escalation procedures (Technical Escalations) X X
29. Establish escalation procedures (Vendor Escalations) X X
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30. Outline specific call flows i.e. xxxxx 0 xxxxx 0 xxxxx 0 etc... X X
31. Develop Agent Scripts X X
CHANGE CONTROL PROCESS
A Change control form must be completed for changes, requested by either
Verso or NACT, from what is detailed in this SOW. To become effective, the
form must be signed by both parties. The Verso Account Manager has the
responsibility for managing changes for the required scope, cost, schedule
and quality of work. A sample of the change control form to be completed
is included in this section.
The following chart outlines Verso's approval for change control.
Verso
Sr. VP, Advanced Application Services
Chief Financial Officer, Verso Technologies, Inc.
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VERSO/NACT CHANGE CONTROL FORM (SAMPLE)
CHANGE REQUEST #: _________________
PROJECT: _____________________ PROJECT MANAGER: _____________________
CUSTOMER IMPACTED: _____________________ DATE SUBMITTED: _____________________
TYPE OF CHANGE:
SERVICE LEVEL SCOPE OF SERVICE OPERATION/ PROCEDURES OTHER
_____________
REQUESTED BY CUSTOMER CONTACT DELIVERY MANAGER
NAME___________________ NAME___________________ NAME _____________________
STATE CURRENT SERVICE __________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
PROPOSED CHANGE ________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
IMPACT STATEMENT _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
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________________________________________________________________________________
IMPLEMENTATION DATE ESTIMATED IMPLEMENTATION APPROVAL INT______ YES NO
___/___/___ DAYS 30-60-90 OTHER______
SIGNATURE
__________________________________________DATE ___/___/___/
SIGNATURE OUTSOURCE VENDOR MANAGEMENT
__________________________________________DATE ___/___/___/
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CHANGE CONTROL PROCESS
All requests for changes to the Deliverables or delivery schedules are subject
to the procedures set out in this section.
A. Customer may request change to the Deliverables or delivery schedules in
accordance with the following procedures:
B. Using the Change Request attached to this Statement of Work, Customer
shall notify Verso in writing of a requested change specifying the change
with sufficient details to enable Verso to evaluate it ("Change Request").
C. Within 14 days following the date of receipt of such a Change Request,
Verso shall provide to Customer a preliminary estimate at the then current
standard rates that Verso charges for services of a similar nature and
payment terms shall be in accordance with the Master Services Agreement.
D. Within the timeframe specified in the preliminary estimate ("Response
Period") Customer will notify Verso in writing whether or not to proceed
with Change Request. If Customer notifies Verso in writing not to proceed
within the Response Period, then the Change Request shall be deemed
withdrawn and Verso shall take no further action. If Verso has not
received any notice within the Response Period, then Customer shall be
deemed to have advised Verso not to proceed.
E. If Customer notifies Verso in writing to proceed with the Change Request
within the Response Period, Verso will prepare a Change Control Document
in accordance with the Preliminary Estimate which: (i) assesses the impact
of the change on the total cost of the applicable deliverables, delivery
schedules, other deliverables and any other areas which in the opinion of
Verso are likely to be affected by the requested change; and (ii)
incorporates a description of the requested change and its cost.
F. The price stated in the Change Control Document shall be deemed increases
to any limit of maximum expenditure specified in this Agreement or the
Schedules.
TERMS AND CONDITIONS
SERVICE PRICING ASSUMPTIONS
1. Implementation charge: No Charge
2. Monthly Support Fee (see chart below)
MONTHLY
VOLUME MONTHLY OVER MINIMUM
(MINUTES) FEE PRICE PER MINUTE
3500 $3,500 $1.00
3. The term of the agreement will be one (1) year with automatic
renewal if not terminated 60 days prior to renewal date. Verso may
increase the monthly service fee for a new service year if it
provides NACT with notice of the new pricing 90 days prior to the
renewal date.
4. All telecom charges will be paid by NACT.
5. All monthly service fees will be paid in advance. Overages will be
billed in the following month.
6. Payment for the base contracted services will be NET (30) from the
date of a invoice. NACT will continuously strive to pay NET fifteen
(15) when possible. NACT will pay one and a half percent on all past
due invoices and will be included on the following months invoice.
BILLING PROCESS
1. Call Center and Account Management services are included in the per
month fee and will be billed monthly.
2. Upon approval, the Accounts Payable Agent processes the check and
mails it using U.S. Mail to Verso's Lock Box.
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STATEMENT OF WORK APPROVAL
The signature below of an authorized Customer representative indicates
acceptance of the terms and conditions of this SOW by Customer. A signature by
an authorized Verso representative below indicates Verso's agreement to perform
the defined work under the terms of this SOW.
AGREED TO: AGREED TO:
NACT ACQUISITION, INC. VERSO TECHNOLOGIES, INC.
By: /s/ Xxxx Xxxx By: /s/ Xxxxxx X. Xxxxxxx
----------------------------- -----------------------------
(Authorized Signature) (Authorized Signature)
Name: Xxxx Xxxx Name: Xxxxxx X. Xxxxxxx
-------------------------- --------------------------
(Print)
Title: Chief Executive Officer Title: Executive Vice President and
-------------------------- Chief Executive Officer
-------------------------
Date: 1/21/2005 Date: 1/21/2005
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PRODUCT LISTING
NACT Pre-Paid Platform
NTS
YAHOO/Moneygram Pre-paid customer service.
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