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EXHIBIT 10.28
SUPPLEMENTAL STARTEK PACIFIC, LTD.
MANUFACTURING AGREEMENT
THIS SUPPLEMENTAL STARTEK PACIFIC, LTD. MANUFACTURING AGREEMENT
("Agreement") is made and entered into effective as of January 1, 1998 (the
"Effective Date"), by and among STARTEK, INC., a Delaware corporation
("StarTek"), STARTEK PACIFIC, LTD., a Colorado corporation ("StarTek Pacific")
and MENTOR MEDIA PTE, LTD., a Singapore corporation ("Mentor Media").
RECITALS
1. StarTek and Microsoft Corporation ("Microsoft") are parties to that
certain Microsoft Corporation Manufacturing Agreement dated as of January 1,
1998 (the "Microsoft Contract") pursuant to which StarTek has agreed to perform
certain manufacturing services for Microsoft with respect to orders for
Microsoft software products as provided therein. StarTek Pacific performs the
manufacturing services for Microsoft pursuant to the Microsoft Contact.
2. StarTek Pacific and Mentor Media are parties to that certain StarTek
Pacific, Inc. Manufacturing Agreement dated as of January 1, 1998 ("Mentor Media
Agreement") pursuant to which Mentor Media has been retained as a subcontractor
to perform certain manufacturing services for StarTek and StarTek Pacific
pursuant to the Microsoft Contract.
3. The parties desire to enter into this Agreement to supplement and
amend the Mentor Media Agreement, as provided herein.
AGREEMENT
For good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:
1. Microsoft Contract. In accordance with Section 5 of the Microsoft
Contract and subject to the terms and provisions of the Mentor Media Agreement
now in effect, the following provisions shall govern the relationship of Mentor
Media, StarTek, StarTek Pacific and Microsoft pursuant to the Mentor Media
Agreement and this Agreement:
(a) Mentor Media acknowledges and agrees that Microsoft shall
be a third party beneficiary of the Mentor Media Agreement and this Agreement,
with rights to enforce the Mentor Media Agreement and this Agreement should
StarTek or StarTek Pacific fail to timely do so.
(b) Microsoft shall be entitled in its sole discretion to
evaluate Mentor Media, in person or in written form.
(c) Mentor Media shall halt reproduction of the product as
required under the Microsoft Contract or upon notice from StarTek, StarTek
Pacific or Microsoft of the termination or expiration of the Microsoft Contract.
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(d) It is the intention of Mentor Media, StarTek and Microsoft
that StarTek or StarTek Pacific shall be able to subcontract in Singapore,
provided StarTek or StarTek Pacific fully maintains quality standards and
protects Microsoft's property rights in Microsoft's intellectual property and
deliverables such that, in addition to Microsoft's recourse to StarTek under the
Microsoft Contract, Microsoft shall have rights enforceable directly against
Mentor Media pursuant to the Mentor Media Agreement and this Agreement.
2. Term and Termination. The term of this Agreement commenced effective
of the Effective Date and shall terminate on the date the Microsoft Contract
terminates.
3. General. StarTek shall have the right to assign the Mentor Media
Agreement and this Agreement and its rights and benefits under the Mentor Media
Agreement and this Agreement, and the terms of any agreement governed by the
terms thereof, without the prior written consent of the Mentor Media. This
Agreement shall be binding and inure to the benefit of the permitted successors
and assigns of the parties hereto.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
effective as of the day and year first above written.
STARTEK, INC., a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxxx
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Title: President and Chief Executive Officer
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STARTEK PACIFIC, LTD., a Colorado corporation
By: /s/ Xxxxxxx X. Xxxxxx
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Title: President and Chief Executive Officer
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MENTOR MEDIA PTE, LTD., a Singapore corporation
By: /s/ Xxxx Xxx Foo
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Title: Managing Director
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