Exhibit 10.43
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
MANAGEMENT SERVICES AGREEMENT
INTRODUCTION
AGREEMENT is entered into on May 15, 1998 between ICT Group Inc. ("ICT"), 000
Xxxx Xxxxxx Xxxxx, Xxxxxxxxx, XX, 00000-0000 and Cellular Express, Inc., d/b/a
Boston Communications Group ("Client"), 000 Xxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX
00000.
BACKGROUND
ICT is in the business of providing call center services to the business
community. ICT and Client desire to enter into this Agreement pursuant to which,
ICT will furnish client with a call center in accordance with the terms and
conditions of the Agreement.
TERMS AND CONDITIONS
SECTION 1. SERVICE
1.1 Included Services. In consideration of the payment by Client to ICT of the
amounts due under this Agreement, ICT agrees that it will furnish the Client
with the specific Scope of Services described in Exhibit "A".
1.2 Supplemental Services. ICT may provide Supplemental Services, subject to
the availability and expertise of ICT personnel, at such additional cost for
such Supplemental Services as agreed by both parties. Any Supplemental Services
shall be provided in accordance with the terms and conditions of this Agreement
and shall be pursuant to an approved Service Enhancement Request (see Section
10).
SECTION 2. CERTAIN CLIENT OBLIGATIONS
2.1 Upon ICT's reasonable request, Client agrees to make its personnel,
including appropriate professional personnel, administrative personnel and other
employees, reasonably available for consultation at mutually convenient times in
order to assist ICT to perform its own obligations under this Agreement.
Confidential - Management Service Agreement -
SECTION 3. TERM
3.1 Subject to the events of termination of Section 14, the initial term of
this Agreement shall commence on August 1, 1998 (Effective Date) and continue
until August 1, 2003.
3.2 This Agreement shall automatically renew for a period of one (1) year
unless prior written notification is provided to either party 180 days prior to
expiration of this Agreement or any renewal thereof.
SECTION 4. QUALITY ASSURANCE
4.1 ICT agrees to use its best efforts at all times to provide prompt and
efficient service.
SECTION 5. CONFIDENTIALITY
5.1 ICT agrees that confidential information, so marked by Client, is the
property of the Client and that it will keep the information in a confidential
fashion and shall not disclose the same to any third party except as may be
provided elsewhere in this Agreement. All confidential material including
lists, scripts, product literature, etc., will be returned to the Client, as
requested, at the conclusion of this Agreement.
5.2 ICT further agrees that it shall use the confidential information only as
required to perform the services it is contracted to perform in connection with
this Agreement.
5.3 ICT further agrees that it shall limit the dissemination of the
confidential information within its own organization to such individuals whose
duties justify their need to know such information, and then only provided that
there is a clear understanding by such individuals of their need to maintain the
confidential and proprietary nature of such information and to restrict its uses
to the purposes specified herein.
5.4 Neither party shall have any liability to the other hereunder for
disclosures made pursuant to subpoena or court order, provided that the
receiving party has notified the non-receiving party of any such demands for
disclosure prior to disclosing such information to provide non-receiving party
an opportunity to challenge such demand. If Client desires to resist disclosure
for any reason, Client will defend such actions at Client's expense.
5.5 The terms of this Section shall survive the termination of this Agreement
for any reason.
Confidential - Management Service Agreement - 2
SECTION 6. WARRANTEES
6.1 ICT represents and warrants to Client that ICT has and will continue to
maintain all necessary licenses, permits or approvals required under this
Agreement in each and every jurisdiction having authority over the services ICT
performs under this Agreement, and that they will perform this agreement in
compliance with all local, state, federal and international laws and
regulations.
6.2 ICT agrees to conduct its services on behalf of Client in accordance with
all applicable federal, state and local laws governing advertising, marketing
practice and the transaction of business via mail, telephone and all other forms
involving the use of print or broadcast media. These include, but are not
limited to, the laws and regulations of the United States Postal Service,
Federal Communications Commission, Federal Trade Commission and the Federal
Reserve Board.
SECTION 7. INDEMNIFICATION
7.1 The undersigned Client does hereby indemnify, defend, and save harmless ICT
and its subsidiaries, affiliates, shareholders, officers, directors and
employees from any and all loss or liability arising from any and all
complaints, claims or legal actions, in any way resulting from any Client
products, and Client shall assume full responsibility for, and handling of, any
such complaint, claim or legal action as well as for payment of all expenses,
costs, counsel fees, judgment and/or settlements thereby incurred, except to
the extent that such complaint, claim or legal action, costs, counsel fees,
judgment or settlements result from or arise out of an act of commission or
omission by ICT, its agents and/or its employees. ICT shall notify Client
promptly of any complaint, claim or legal actions and shall cooperate in any
defense. ICT agrees that Client shall have sole control over such defense,
including but not limited to retaining counsel and all offers of settlement.
7.2 ICT does hereby indemnify, defend, and save harmless Client and its
subsidiaries, affiliates, shareholders, officers, directors and employees from
any and all loss or liability arising from any and all complaints, claims or
legal actions, which may result or arise out of ICT's performance under this
Agreement, and ICT shall assume full responsibility for, and handling of, any
such complaint, claim or legal action as well as for payment of all expenses,
costs, counsel fees, judgment and/or settlements thereby incurred, except to
the extent that such complaint, claim or legal action, costs, counsel fees,
judgment or settlements result from or arise out of an act of commission or
omission by Client, its agents and/or its employees. Client shall notify ICT
promptly of any complaint, claim or legal actions and shall cooperate in any
defense. Client agrees that ICT shall have sole control over such defense,
including but not limited to retaining counsel and all offers of settlement.
Confidential - Management Service Agreement - 3
SECTION 8. LIMITATION OF LIABILITY
8.1 NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY HEREUNDER FOR ANY INDIRECT,
INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES (INCLUDING WITHOUT LIMITATION, LOST
PROFITS, LOST FUTURE EARNINGS, LOST ECONOMIC ADVANTAGE) ARISING FROM OR RELATING
TO ANY DELAY, PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT, EVEN IF A
PARTY HAS BEEN ADVISED OF THE POSSIBILITY, AND EACH PARTY HEREBY WAIVES AND
RELEASES ANY SUCH CLAIMS FOR SUCH DAMAGES AGAINST THE OTHER PARTY.
SECTION 9. FINANCIAL TERMS
Pricing is based on the complexity, duration, type and volume of services
required. Specific prices for the program are included in Exhibit C attached
hereto.
9.1 For the Included Services and related expenses, ICT will invoice Client
thirty (30) days prior to the due date, and Client will pay ICT the amounts set
forth in the Pricing Schedule Exhibit "C" on the first business day of each
month during the term of this Agreement.
9.2 Supplemental Services shall be invoiced monthly as such Supplemental
Services are provided.
9.3 All amounts under this Agreement shall be due thirty (30) days from the
date of invoice. Without waiving any other right, balances of any kind (other
than disputed charges) past due in excess of thirty (30) days shall bear
interest at the lesser of Prime Rate plus three (3%) percent or the highest
rate permitted by law. The term "Prime Rate" means interest at a fluctuating
rate per annum which at all times shall be the lowest rate of interest generally
charged from time to time (determined as of the first business day of each week,
which rate shall remain in effect until the first business day of the
immediately succeeding week) by Summit Bancorp, Princeton, New Jersey, and
publicly announced as its so-called "prime rate".
9.4 ICT will at the annual anniversary date calculate any increases in charges
for equipment maintenance, insurance and facility Common Area Maintenance and
Real Estate Taxes cover by this agreement. ICT will xxxx the Client these
annual increase for payment as outlined in Section 9.1.
9.5 The obligation of Client to pay for services rendered in accordance with
the terms and conditions of this Agreement shall survive the termination of this
Agreement for any reason.
Confidential - Management Service Agreement - 4
SECTION 10. SERVICE ENHANCEMENT REQUEST
10.1 Client may request changes to, modifications of, and work in addition to
that identified pursuant to Exhibit "A" by submitting a written Service
Enhancement Request to ICT from time to time during the term of this Agreement.
ICT shall have the right to accept or reject the Client's Service Enhancement
Request, in its sole discretion. Upon the approval of a Service Enhancement
Request by ICT, the amount to be paid ICT under this Agreement and the time of
performance shall be adjusted as specified in the Service Enhancement Request.
All such work shall be executed under the terms and conditions specified in this
Agreement and all approved Service Enhancement Requests will be appended to this
Agreement in Exhibit "D".
SECTION 11. COOPERATION
11.1 The parties acknowledge and agree that performance under this Agreement
will require the continued definition and setting of priorities, the balancing
of competing tasks and schedules, and the adjustment of priorities over
different tasks and different schedules. The parties will periodically define
in writing, and mutually agree the activities, schedules, and deliverables and
relative priorities with respect thereto, during the term of this Agreement.
SECTION 12. RIGHT USE NAME
12.1 Each party hereby grants to the other party the right to use the other
party's name in government filings without the necessity of obtaining the other
party's approval for such use. Neither party will use the other party's name in
a press release or other public announcement without the other party's prior
written consent, such consent not to be unreasonably withheld or delayed.
SECTION 13. ASSIGNMENT
13.1 This Agreement shall not be assigned by either the Client or ICT without
the express prior written consent of the other party, such consent not to be
unreasonably withheld or delayed, and this Agreement shall be binding upon and
inure to the benefit of the parties and their respective successors and assigns.
SECTION 14. TERMINATION
14.1 This Agreement may be terminated:
a) By either party, to the extent permitted under applicable law, if the
other ceases to function as a going concern, becomes insolvent, makes
an assignment for the benefit of creditors, files a petition on
bankruptcy, permits a petition in the bankruptcy to be filed against
it and such
Confidential - Management Service Agreement - 5
petition is not dismissed within sixty (60) days of filing, or admits
in writing its inability to pay its debts as they mature, or if a
receiver is appointed over a substantial part of its assets;
b) By either party by reason of any other material breach of this
Agreement by other party which breach has not been remedied or cured
after at least (90) days written notice delivered by the aggrieved
party to the other party;
(I) By ICT for Client's failure to pay any amounts or other charges
within thirty (30) days from the payment due date, it being
understood by ICT that Client may elect to make payment to ICT
with an express reservation of rights to assure continued
performance by ICT under this Agreement pending resolution of any
disputes.
(II) By Client for ICT's failure to meet the performance standards
provided in Exhibit "A"
14.2 If Client terminates this Agreement for any reason, other than provided in
section 3.2 or section 14.1, Client will:
a) Assume the De Land facility lease for the balance of the 5 year term/1/
b) With respect to the Initial 100 Workstations:
--------------------------------------------
--------------------------
/1/ This presumes that lessor will; (i) permit Client to assume the
equipment & facility lease and; (ii) release ICT from further
obligation.
Confidential - Management Service Agreement - 6
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
(1) Assume the equipment lease [amortized at 5 years with fair market
value buyout at the end]/2/
(2) Pay ICT to Buyout the Initial 100 Workstations as follows:
Workstations are Non-Cancelable during the first 12 Months -
Client is responsible for the charges associated with 100
stations.
Buyout Charge for termination during [**]
Month 13 - Month 24:
Buyout Charge for termination during [**]
Month 25 - Month 36:
Buyout Charge for termination during [**]
Month 37 - Month 48:
Buyout Charge for termination during [**]
Month 49 - Month 60:
c) With respect to Additional Workstations:
----------------------------------------
(1) Assume the equipment lease [amortized at 5 years with fair market
value buyout at the end]/3/ beginning on the date of the
installation of such equipment
(2) Pay ICT to Buyout Additional Workstations as follows:
Workstations are Non-Cancelable during the first 12 Months -
Client is responsible for the charges associated with such
Additional Workstations beginning on the date of the installation
of such equipment.
Buyout Charge for termination during [**]/Workstation
Month 13 - Month 24:
Buyout Charge for termination during [**]/Workstation
Month 25 - Month 36:
-----------------------
/2/
/3/
Confidential - Management Service Agreement - 7
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
Buyout Charge for termination during [**]/Workstation
Month 37 - Month 48
Buyout Charge for termination during [**]/Workstation
Month 49 - Month 60:
d) Pay ICT all amounts due (subject to monthly minimums, if applicable)
through the date of termination for properly completed services received
by Client in accordance with the Scope of Services in Exhibit "A"; plus,
e) Pay ICT for all un-amortized, unpaid expenses, not covered under Section
14.2a, b, c and/or d, incurred on behalf of Client through the date of
termination including, but not limited to, applicable systems costs,
third party services, etc.
SECTION 15. INFORMAL DISPUTE RESOLUTION
15. Prior to the initiation of arbitration pursuant to Section 16, the parties
shall first attempt to resolve their dispute informally as follows:
a) Upon the written request of a Party, each Party shall appoint a
designated representative who does not devote substantially all of his
or her time to performance under this Agreement, whose task it will be
to meet for the purpose of endeavoring to resolve such dispute.
b) The designated representatives shall meet as often as they reasonably
deem necessary for each Party to gather and furnish to the other all
information with respect to the matter in issue which Parties believe
to be appropriate and germane in connection with its resolution. The
representatives shall discuss the problem and attempt to resolve the
dispute without necessity of any formal proceeding.
c) During the course of discussion, all reasonable requests made by one
Party to another for non-privileged information, reasonably related to
this Agreement, shall be honored in order that each of the Parties may
be fully advised of the other's position.
d) The specific format for the discussions shall be left to the discretion
of the designated representatives, but may include the preparation of
agreed-upon statements of fact or written statements of position.
Confidential - Management Service Agreement - 8
e) Arbitration for the resolution of a dispute shall not be commenced
until the earlier of:
(i) the designated representatives concluding in good faith that
amicable resolution through continued negotiation of the matter
does not appear likely; or
(ii thirty (30) days after the initial written request to appoint a
designated representative pursuant to Paragraph (i) above (this
period shall be deemed to run notwithstanding any claim that the
process described in this Section X1.(a) was not followed).
15. This Section 15 shall not be construed to prevent a Party from instituting,
and a Party is authorized to institute, litigation earlier than prescribed in
Subparagraph 15.1 to (i) avoid the application of any applicable limitations
period, (ii) preserve a superior position with respect to other creditors, or
(iii) seek immediate injunctive relief.
SECTION 16. ARBITRATION
16.1 Differences between the Client and ICT on which an Agreement cannot be
reached will be decided by arbitration. The arbitrators will determine the
interpretation of the Agreement in accordance with usual business and insurance
practices rather than strict technicalities.
16.2 Any arbitration shall be conducted in accordance with the rules of the
American Arbitration Association.
16.3 Either party may serve upon the other party by certified mail a written
demand that the claim, dispute or controversy, be arbitrated, specifying in
reasonable detail the nature of the dispute or claim to be submitted to
arbitration. The demand, which shall be effective upon receipt, shall be made
within a reasonable time after the claim, dispute or controversy has arisen. In
no event shall the demand for arbitration be made more than one year after the
claim or cause of action arises.
16.4 Within thirty (30) days after service of a demand for arbitration, the
parties shall agree upon three (3) arbitrators. These arbitrators must have no
past or present relationship with the parties to this Agreement. One of the
arbitrators is to be appointed by Client and one by ICT and these two
arbitrators will select a third. If the two are unable to agree on a third
within thirty (30) days, the choice will be left to the American Arbitration
Association (Philadelphia Office). The rules governing the procedure of any
arbitration hereunder shall be in accordance with the rules provided by the
American Arbitration Association.
Confidential - Management Service Agreement - 9
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
16.5 All arbitration hearings shall be held in Philadelphia, Pennsylvania.
Judgment upon the award rendered by the arbitration may be entered in any court
having jurisdiction thereof.
16.6 The arbitrators are not bound by rules of law. Their decision will be by
majority vote and no appeal will be taken from it.
16.7 The cost of the arbitration will be borne evenly by each party unless the
arbitrators decide otherwise.
SECTION 17. RELATIONSHIP
17.1 Nothing contained herein shall be construed to create the relationship of
employer and employee between ICT and Client or between Client and any of ICT's
employees or agents. It is the express intent of the parties hereto that ICT is
not an employee of Client for any purpose, but is an independent contractor for
all purposes and in all situations. ICT and ICT's employees shall not represent
that they are employees of Client, nor shall they in any manner hold themselves
out to be employees of Client.
17.2 Neither party shall have the right to enter into any Agreement or
commitment in the name of or on the behalf of the other, or to bind the other in
any respect whatsoever, unless specifically authorized in writing by the other.
SECTION 18. INSURANCE
18.1 ICT, at its expense, shall secure and maintain at all times during the
period of performance of this Agreement, insurance as set forth in Section 18.3
below.
18.2 Upon receipt of Client's written request for Certification of Insurance,
ICT shall provide Client with Certificates of Insurance with respect to the
insurance maintained by ICT as provided in Section 18.3 below.
18.3 ICT agrees to maintain comprehensive general liability insurance in the
following minimum amounts: Bodily Injury and Loss of Life --[**] per occurrence
and aggregate; Workers Compensation-Statutory Limits as required by Labor Code
of the State of Pennsylvania. ICT shall insure all contents of the call center
(except Client provided equipment) at full replacement value.
Confidential - Management Service Agreement - 10
SECTION 19. GOVERNING LAW
19.1 This Agreement shall be construed in all respects under the laws of the
Commonwealth of Pennsylvania. If any part of this Agreement shall be held to be
void or unenforceable, such part will be treated as severable, leaving valid the
remainder of this Agreement notwithstanding the part or parts found to be void
or unenforceable.
SECTION 20. GENERAL
20.1 Modifications. This Agreement can only be modified by a written Agreement
duly signed by the persons authorized to sign agreements on behalf of ICT and of
Client.
20.2 Severability of Provisions. If any provisions of this Agreement shall be
held to be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
be impaired thereby.
20.3 Limitations. No action, other than an action for non-payment, regardless
of form arising out of this Agreement may be brought by either party hereto more
than two (2) years after the cause of action has arisen.
20.4 Waivers. A waiver of a breach or default under this Agreement shall not be
a waiver of any other or subsequent breach or default. The failure or delay by
either party in enforcing compliance with any term or condition of this
Agreement shall not constitute a waiver of such term or condition unless such
term or condition is expressly waived in writing.
20.5 Force Majeure. Either party's failure to perform any of its obligations
hereunder, except for the obligation to pay monies when due hereunder, shall be
excused and shall not give rise to any claims for damages to the extent it is
caused by an event or occurrence beyond the reasonable control of such party
including, but not limited to, war, embargoes, government restrictions, riots,
severe weather or storms, floods, earthquakes, natural disasters, or other Acts
of God, strikes, power failures, power interruptions, nuclear or other civil or
military emergencies, or telecommunications or equipment failures or
interruptions caused by suppliers.
20.6 Captions. Captions contained in this Agreement are for reference purposes
only and do not constitute part of this Agreement.
20.7 Notices. All notices which are required to be given or submitted pursuant
to this Agreement shall be in writing and shall be sent by registered or
certified mail, return receipt requested, to the address set forth below or to
such other address as
Confidential - Management Service Agreement - 11
ICT or Client may from time to time designate by written notice delivered in
accordance with this Section.
ADDRESS FOR NOTICES TO CLIENT: ADDRESS FOR NOTICES TO ICT:
------------------------------ ---------------------------
Boston Communications Group, Inc. ICT Group, Inc.
000 Xxxxxx Xxxx, Xxxxx 000 000 Xxxx Xxxxxx Xxxxx
Xxxxxx, XX 00000 Xxxxxxxxx, XX 00000
Attention: General Counsel Attention: Chief Financial Officer
20.8 Authority: Each party represents that it has full power and authority to
enter into and perform this Agreement, and the person signing this
Agreement on behalf of it has been properly authorized and empowered to
enter into this Agreement.
SECTION 21. ENTIRE AGREEMENT
The parties acknowledge that this Agreement is the complete and exclusive
statement between the parties and no change or modification shall be made except
in writing.
CELLULAR EXPRESS, INC., D/B/A BOSTON ICT GROUP, INC.
COMMUNICATIONS GROUP
Accepted by: Xxxxx Xxxxxx Accepted by: Xxxxx X. Xxxxx
----------------------- ---------------------
Title: Vice President/GM Title: Sr. Vice President
----------------------------- ---------------------------
Signature: Signature:
------------------------- -----------------------
Date: Date:
------------------------------ ----------------------------
Confidential - Management Service Agreement - 12
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
EXHIBIT "A"
SCOPE OF SERVICES
for
CELLULAR EXPRESS, INC. D/B/A BOSTON COMMUNICATIONS GROUP
--------------------------------------------------------
OVERVIEW:
--------
ICT will supply Client with a turnkey call center for a 60 month term,
consisting initially of 100 seats, expandable to 150 seats within the initial
space allocation, and expansion up to 300 seats or more [with a minimum initial
step of 50 seats] if Client elects to add the additional 15,000 square feet of
space.
The center will occupy dedicated space within ICT's De Land, Florida facility
and will include the following:
FACILITY LEASE:............ Initial allocation is 15,000 sq. ft. space.
--------------- Client will have the right to add an
additional 15,000 sq. ft. to the initial
15,000 sq. ft.. Client must notify ICT, in
writing, 60 days prior to the first
anniversary of this agreement, if Client
decides to add the additional 15,000 sq.
ft.
........................... If Client elects to add the space but not
equip additional workstations for that
space, the space will remain as raw
space and Client will pay to ICT [**] per
month for this space commencing on the
first anniversary date of this agreement.
........................... If Client elects to add the space
equipped with workstations, then the
monthly charge for the additional space
will be equal to: [**] X the number of
workstations added /100. If more than 100
stations are added, there will be no charge
for the additional space. Client will be
charged for the workstations at the prices
specified in Exhibit "C".
Confidential - Management Service Agreement - 13
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Astersks denote omissions.
STATION RAMP UP:........... ICT will ramp delivery of the initial 100
---------------- workstations in accordance with the
following schedule:
Delivery Timeframe Total Stations Installed
------------------ ------------------------
Month 1 [**]
Month 2 [**]
Month 3 [**]
FURNISHINGS:............... Fully furnished managers office,
------------ conference room, break room and 1 or 2
training rooms [per each 15,000 sq. ft.
with floorplan and station layout by
mutual agreement]. Copier (Model OCE
2050), Fax machine (Pitney Xxxxx
9640), Agent / Supervisor chairs,
workstations e/w drawers [see attached
Illustration #3 & #4] and/or desks, etc.
CENTER WIRING:............. Each workstation equipped with 1 Data
-------------- Xxxx [category 5 wiring] and 1 Voice
Xxxx [category 3 wiring].
ADMIN. PHONE SYSTEM:....... Panasonic KX-T336 (or equivalent - see
-------------------- attached brochure) Key system to
support 20- 25 stations. Optional 4 port
voice mail.
ACD:....................... An Aspect CallCenter ACD sufficient to
---- serve the aggregate number of seats in
use by Client [see X. Xxxx spec dated
4/29/98 which is attached], station &
trunk cards as required. ACD
Management software, 2 hour service
response time provided by Aspect, etc.
Confidential - Management Service Agreement - 14
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
AGENT WORKSTATIONS:......... Client will provide the equipment. ICT
------------------- will setup and connect the equipment.
SUPERVISOR WORKSTATION:..... Client will provide the equipment. ICT
----------------------- will setup and connect the equipment.
ICT will provide Aspect Administrative
station software and installation.
DATA NETWORK:............... [**]
-------------
Client will supply the NT
Administrative server.
MAINTENANCE & INSURANCE:.... Coverage for ACD, Office Equipment
------------------------ and all other contents (except Client
provided equipment) at full replacement
value.
SYSTEM SUPPORT: [OPTIONAL].. Team of 2 system technicians with
--------------- manager support.
QA SUPPORT: [OPTIONAL]...... Team of 4 QA monitors feedback to
----------- CSR's and Client managers.
Confidential - Management Service Agreement - 15
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
EXHIBIT "C"
PRICING_
for
CELLULAR EXPRESS, INC. D/B/A BOSTON COMMUNICATIONS GROUP
--------------------------------------------------------
CALL CENTER ONLY - no staff
----------------
PER WORKSTATION PER MONTH
-------------------------
INITIAL 100 WORKSTATIONS [**]
------------------------
IV. Refer to Note 1
V. Rate includes cleaning service, utilities and taxes
ADDITIONAL WORKSTATIONS [over 100] [**]
-----------------------
VI. Refer to Notes 1 & 4
VII. Rate includes cleaning service, utilities and taxes
PC CONFIGURATION PROVIDED BY CLIENT
----------------
VIII. Refer to Note 2
ACD SYSTEM CONFIGURATION INCLUDED
------------------------
IX. Refer to Note 3
X. Upgrade to 200R
ADDITIONAL SERVICES:
--------------------
ADMIN. PHONE SYSTEM OPTIONS BILLED AT COST
---------------------------
XI. Example: 4 port voice mail
SYSTEMS SUPPORT - per month [**]
---------------------------
XII. Refer to Note 1
QA SUPPORT - per month [**]
----------------------
XIII. Refer to Note 1
Confidential - Management Service Agreement - 16
NOTES:
------
XIV. Supplied as outlined within Exhibit "A" - Scope of
Services
XV. Client will provide Agent and Supervisor
workstations and Network servers.
XVI. As outlined by X. Xxxx in "Aspect Equipment and
Feature List" dated 4/29/98
XVII. Termination provisions are described in Section
14.2 of the Management Services Agreement.
Confidential - Management Service Agreement - 17
EXHIBIT "D"
APPROVED SERVICE ENHANCEMENT REQUESTS
for
CELLULAR EXPRESS, INC. D/B/A BOSTON COMMUNICATIONS GROUP
--------------------------------------------------------
[To be provided]
Confidential - Management Service Agreement - 18
