EXHIBIT 10(s)
MASTER SERVICES AGREEMENT
BETWEEN
SPRINT/UNITED MANAGEMENT COMPANY
AND
TELEPHONE ACCESS, INC.
This MASTER SERVICES AGREEMENT ("Agreement") effective January 1, 1997
("Effective Date"), between Sprint/United Management Company, a Kansas
corporation ("Sprint"), with offices located at 0000 Xxxxxxx Xxxxxxx Xxxxxxx,
Xxxxxxxx Xxxxxx and Telephone Access, Inc. dba TELAC, a Delaware corporation
("Supplier"), with offices at located at 0000 Xxxxxxxxx Xxxx., Xxxxx 0000,
Xxxxxxxxx XX, 00000.
The parties agree as follows:
1. SERVICES
1.1. This Agreement is for the provision of Services, including
incidental deliverables or goods, to Sprint by Supplier, as
authorized and specified in a written Contract Order,
described below.
1.2. Sprint will issue a written Contract Order to Supplier that
will include:
1.2.1. delivery or work performance location;
1.2.2. invoicing instructions;
1.2.3. incorporation of the terms of this Agreement; and
1.2.4. the contract number set forth in the upper right-hand
corner of this Agreement.
1.3. This Agreement does not authorize or commit Sprint to any
quantity or dollar amount of Services. Supplier may not
perform any Services without a Contract Order authorizing the
Services, signed by both Sprint and Supplier.
1.4. Supplier's performance will represent its best efforts and be
of the highest
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professional standards. Sprint may inspect Supplier's
performance and Supplier will facilitate inspection. Sprint's
inspection (or lack of inspection) will not be an acceptance
of Services or a waiver of any right or warranty or preclude
Sprint from rejecting defective Services.
1.5. Sprint may change the Services by additional or revised
drawings, specifications, exhibits or written change orders.
If Supplier believes the compensation should be modified as a
result of a change made by Sprint, Supplier must give Sprint
written notice of claim within 7 days after notice of Sprint's
change. Supplier must include with its notice a detailed
estimate of the effect on compensation and the Contract Order.
Supplier agrees to continue performance pending resolution of
its claim. Supplier waives any claim not made by Supplier in
accordance with this paragraph.
2. COMPENSATION
2.1. Rates. Sprint will pay Supplier in accordance with the billing
rate set forth in the applicable Contract Order.
2.2. Reimbursement. Supplier will be reimbursed for travel, living,
and other expenses authorized by Sprint in the Contract Order
at reasonable and actual costs. Travel and living expenses
will not be reimbursed unless they are in conformance with
Sprint's travel reimbursement policies.
2.3. All travel (coach and economy class only) which is to be
reimbursed by Sprint and/or its affiliates should be booked
through the Sprint Business Travel Center by calling * .
When making travel arrangements, please acknowledge that you
are a supplier for Sprint. Booking through the Sprint Business
Travel Center will allow for least cost to Sprint. The
passenger flight coupon and travel itinerary must be attached
to the Supplier's expense report.
2.4. The Supplier's travel (coach and economy class only)
expenditures should be
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appropriate to Sprint's business undertaken, and reasonable in
the judgment of both Sprint and the Supplier. Foreimbursement,
Supplier must submit original receipts greater
than * for meals (tear tab receipts are not accepted);
however, hotel, car rental, fuel for rental cars require
receipts regardless of the amount. Supplier will be reimbursed
for use of a personal vehicle for business purposes at the
current rate (based on current IRS regulations) in effect,
plus parking and toll fees. Supplier will utilize reasonable
parking facilities and rates. Parking receipts are required
for reimbursement of * or more.
2.5. Sprint will not reimburse Supplier for personal expenses
including long distance phone calls.
2.6. Taxes, Duties and Fees. Supplier is responsible for any local,
state or federal sales, use or other excise taxes upon the
fees to be paid by Sprint for the Services rendered by
Supplier. In the event the governing law does not permit
Supplier to absorb any such tax, such tax will be separately
stated on the invoice and will be paid by Sprint in addition
to the fees or other compensation owed supplier.
2.7. Invoicing, Itemization and Payment Procedures. The Contract
Order will state specific invoicing instructions.
2.8. Supplier will invoice twice per month. Invoices must be sent
in accordance with the invoicing instructions provided with
the Contract Order. Supplier must maintain and submit itemized
time records and expense reports with each invoice. Unless
stated otherwise in the Contract Order, undisputed amounts
will be paid within 30 days of receipt. Disputed amounts will
be paid, if owed, within 30 days of resolution of the dispute.
2.9. Right to Offset. Sprint, without waiver or limitation of any
rights, may deduct (pound)rom any amounts due Supplier in
connection with this Agreement, or any other Agreement between
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Supplier and Sprint, liquidated amounts owed by Supplier to
Sprint.
3. AFFILIATE TRANSACTIONS
3.1. This Agreement is entered into by Sprint on its own behalf and
for the benefit of all Sprint Corporation affiliated entities
("Sprint Affiliates"). The term Sprint Affiliate includes: a)
controlled Sprint Affiliates, meaning any entity in which
Sprint Corporation or its wholly-owned affiliates has
practical management control over the entity by virtue of
majority stock ownership or an equivalent ownership interest,
b) uncontrolled Sprint Affiliates, meaning any entity in which
Sprint Corporation directly or indirectly holds an equity or
similar interest, but the interest does not give practical
management control, or c) remote Sprint Affiliates, meaning
parent entities of joint ventures of which Sprint or Sprint
Affiliates are a part, telecommunications entities which have
an affiliation with those joint ventures, and business
customers of Sprint of Sprint Affiliates.
3.2. Any controlled Sprint Affiliate may automatically execute a
Contract Order under this Agreement. Upon approval by Sprint's
Materials & Services Management Department ("M&SM"), Supplier
will accept any uncontrolled Sprint Affiliate Contract Order,
and may not unreasonably reject that offer. Upon notice by
M&SM, any remote Sprint Affiliate Contract Order will be
subject to negotiation between the parties. Supplier will
refer inquiries regarding Contract Orders from remote and
uncontrolled Sprint Affiliates to M&SM at the address listed
below. All references to Sprint refer equally to Sprint
Affiliates executing Contract Orders with terms in accordance
with this Agreement. No commitment is made by Sprint or any
Sprint Affiliate, nor any liabilities accepted, except that is
set forth in a properly signed Contract Order. All
communications and invoices must be directed to the Affiliate
issuing the Contract Order under the instructions issued in
the Contract
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Order. Services performed on behalf of any Sprint Affiliate
will be billed to or collected from only that Affiliate. Only
the Sprint Affiliate issuing a specific Contract Order under
this Agreement will incur any obligation or liability to
Supplier for any claim which may arise from or relate to that
Contract Order.
3.2.1. Sprint Materials and Services Management Department
Sprint Affiliate Contract Order ATTN: Lead Negotiator
000 Xxxx 000xx Xxxxxx Xxxxxx Xxxx, XX 00000
4. TERM AND TERMINATION
4.1. The term of this Agreement begins on the Effective Date and
ends December 31, 2001. The terms of this Agreement will
continue in effect for any Contract Order that is outstanding
at the time of termination under this Agreement or expiration
of the term.
4.2. This Agreement and any Contract Order may be terminated, in
whole or in part, at any time with notice from Sprint without
cause. Supplier will cease work on the termination date in
Sprint's notice and take all reasonable actions to minimize
expenses applicable to terminated work. *
4.3. Sprint may terminate this Agreement and any Contract Order,
upon * days prior written notice to Supplier upon the
occurrence of one or more of the following:
4.3.1. In the event Supplier's productivity is, for one
month, * or less of the performance standards set
forth in the applicable Contract Order.
4.3.2. In the event Supplier's productivity is for any one
month at least * but less than * of the
Performance Standards set forth in the applicable
Contract Order, provided that Sprint has given
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Supplier * days notice of such failure to meet
Performance Standards and Supplier has failed to cure
such failure and meet the * level during the 30
days.
4.3.3. In the event Supplier submits to Sprint unconfirmed
sales in excess of the levels set forth in the
applicable Contract Order.
4.3.4. In the event of insolvency of Supplier or the
institution of voluntary or involuntary proceedings
in bankruptcy or under other insolvency laws, or in
the event Supplier enters into a receivership, or
makes an assignment or other arrangement with
creditors for all or substantially all of its assets.
4.3.5. In the event of an assignment or attempted assignment
by Supplier of all or any interest or right under
this Agreement without the prior written consent of
Sprint.
4.3.6. In the event of a civil judgment against Supplier or
any officer, director or major stockholder of Suppler
which in the opinion of Sprint, adversely affects the
interests of the parties.
4.3.7. In the event there is any change in control or
ownership of Supplier, whereby any new single owner
has the authority to appoint a member of the
corporate board of directors. Supplier must give
Sprint no less than * days written notice of any
such change.
4.3.8. In the event that there is a significant change in
the Supplier's management team dedicated to the
performance of the Services pursuant to this
Agreement. Supplier's management team is composed of
Xxxx Xxxxx,
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Xxxxxxx Xxxxx, Xxxxx Xxxxxxxx, Xxxxx Xxxxx, Xxxxx
Xxxxxx and Xxxx Xxxxxx.
4.4. Upon termination of this Agreement or any Contract Order,
Supplier must, within * days, return all data,
equipment, materials, and properties of Sprint.
5. INDEPENDENT CONTRACTOR
5.1. Supplier must comply with laws, regulations and orders
relating to equal employment opportunity, workers'
compensation, unemployment compensation and FICA. Upon
request, Supplier will furnish Sprint with its EEO policies
and procedures, verification of workers' compensation,
unemployment compensation, FICA and the number of hours any
individual performs Services for Sprint within any 12
consecutive month period.
5.2. Supplier, its subcontractors, employees or agents are
independent contractors for all purposes and at all times.
Supplier has the responsibility for, and control over, the
means and details of performing the Services, subject to
Sprint's inspection. Supplier will provide all training,
hiring, supervising, hours of work, work policies and
procedures, work rules, compensation, payment for expenses and
discipline and termination of its employees.
5.3. Sprint will incur no responsibility or obligation to
employees, agents, subcontractors or other parties utilized by
Supplier to perform the Services set forth in this Agreement.
Such person or parties will, at all times, remain employees,
agents or subcontractors (whichever is applicable) of
Supplier.
5.4. Supplier is solely responsible for payment of wages, salaries,
fringe benefits and other compensation of, or claimed by,
Supplier's employees including, without limitations,
contributions to any employee benefit, medical or savings plan
and is responsible for all payroll taxes including, without
limitation, the withholding and payment of
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all federal, state and local income taxes, FICA, unemployment
taxes and all other payroll taxes. Supplier is also solely
responsible for compliance with applicable Workers'
Compensation laws with respect to maintenance of workers'
compensation coverages on Supplier's employees. Supplier will
indemnify and defend Sprint from all claims by any person,
government or agency relating to payment of taxes and
benefits, including without limitation, any penalties and
interest which may be assessed against Sprint. Supplier will
similarly indemnify and defend Sprint from all claims by any
person or governmental agency which arise directly or
indirectly from any failure by Supplier to comply with
applicable Workers' Compensation laws with respect to
maintenance of Workers' Compensation coverage on Supplier's
employees.
5.5. If Sprint determines that an employee, agent, or Subcontractor
provided by Supplier is not providing satisfactory service,
Sprint will advise Supplier and may require Supplier to remove
that individual or Subcontractor. In the case of Supplier's
employees, such request shall apply only to such employee's
performance of the Services under this Agreement and shall not
be intended nor construed by Supplier as directing or
suggesting that Supplier terminate or discipline said
employee. The employee's employment status with Supplier is in
all circumstances a matter solely between the employee and
Supplier. Sprint will only pay for Services actually performed
by the removed individual or Subcontractor prior to Sprint's
notice for removal and not for transportation, per diem,
mobilization or other costs associated with replacing an
individual or Subcontractor.
5.6. Supplier will require its employees, agents and subcontractors
to comply with the terms and conditions of this Agreement.
6. PROPRIETARY INFORMATION
6.1. Supplier acknowledges that while performing this Agreement it
may have access to
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Sprint-owned trade secrets, including but not limited to
products, planned products, service or planned service,
suppliers, customers, prospective customers, data, financial
information, computer software, processes, methods, knowledge,
inventions, ideas, marketing promotions, discoveries, current
or planned activities, research, development or other
information relating to Sprint's business activities or
operations or those of its customers or suppliers
("Proprietary Information").
6.2. This Agreement creates a confidential relationship between
Sprint and Supplier. Supplier will keep Proprietary
Information confidential and, except as authorized by Sprint
in writing, Supplier may only use Proprietary Information to
perform the Services as required under this Agreement, and may
only make copies necessary for performing the Services. Sprint
will label all Proprietary Information as proprietary to
Sprint. Upon cessation of work, or upon Sprint's request,
Supplier will return all documents and other materials in
Supplier's control that contain or relate to Proprietary
Information.
6.3. Sprint may require signed Non-Disclosure Agreements from
Supplier's employees, agents or subcontractors.
6.4. Proprietary Information does not include information that
Supplier can demonstrate by written documentation:
6.4.1. is rightfully known to Supplier prior to negotiations
leading to this Agreement;
6.4.2. is independently developed by Supplier without any
reliance on Proprietary Information; or
6.4.3. is or later becomes part of the public domain or is
lawfully obtained by Supplier from a third party.
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6.5. Supplier agrees that during the performance of Services
Supplier will not perform the same or substantially similar
services for any competitor of Sprint or any affiliate or
subsidiary of a Sprint competitor in the same location where
Supplier is performing Services for Sprint. The above
notwithstanding, Supplier may continue performing competitor's
services at the same locations at volumes not to exceed *
hours per month, for the same products and in the same
languages for services Supplier performed during * ,
and so long as the services are not performed by the same
TSR's, Supervisors, or management personnel as are providing
Services to Sprint. This provision will only become effective
upon the issuance of at least one Contract Order under this
Agreement. For the purposes of this Agreement, Supplier shall
not be considered a competitor of Sprint Telecenters, Inc. or
Asian American Council.
6.6. Supplier acknowledges that disclosure of Proprietary
Information by Supplier will cause irreparable injury to
Sprint, its customers and other suppliers, that is
inadequately compensable in monetary damages. Accordingly,
Sprint may seek injunctive relief in any court of competent
jurisdiction for the breach or threatened breach of this
section, in addition to any other remedies in law or equity.
7. OWNERSHIP
7.1. All equipment, materials, drawings, software or data of every
description that Supplier receives directly or indirectly from
Sprint or from a third party on behalf of Sprint, or that is
paid for, in whole or in part, by Sprint, is the property of
Sprint ("Sprint-owned"). Supplier must xxxx all such property
as Sprint-owned, and must return all Sprint-owned property to
Sprint upon Sprint's request, or upon the termination or
expiration of this Agreement, whichever is earlier. Supplier
is responsible and must account for all Sprint-owned property,
and bears the risk of loss while the property is in Supplier's
possession. Sprint-owned
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property may only be used in Supplier's performance of this
Agreement. Sprint may inspect any agreements and associated
records including invoices by which Supplier acquires
Sprint-owned property.
7.2. Supplier must promptly disclose and assign to Sprint all
intellectual property generated directly at Sprint's expense,
conceived or developed under this Agreement, including but not
limited to Proprietary Information, inventions conceived or
reduced to practice as a result of this Agreement and any
resulting patents. Any works of authorship in any form of
expression, including but not limited to manuals and software
developed under this Agreement and paid for by Sprint, are
works for hire and belong exclusively to Sprint. Supplier
warrants to Sprint that Supplier's employees are subject to
agreements which will secure Sprint's rights under this
section.
7.3. Supplier grants to Sprint a fully paid-up, worldwide license
to utilize any work previously owned by Supplier but delivered
to Sprint under this Agreement.
8. SUPPLIER WARRANTIES
8.1. Individuals assigned to provide Services will have the
expertise, skills, training and professional education to
perform the Services in a professional manner.
8.2. Sprint will receive clear title to all goods incidental to
Services performed as defined in the applicable Contract
Order.
8.3. Supplier warrants Services and goods to conform to the
Contract Order specifications. Any materials and equipment
that may be provided will be state of the art and in good
working order. At Sprint's request and at no charge, Supplier
will promptly correct defects or provide replacement Services
for any non-conforming Services. If Supplier fails to correct
defects or replace Services within * days after written
notice, Sprint may do so and charge Supplier for the cost
incurred.
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8.4. To the best of its knowledge, after investigation, neither
Supplier nor its personnel has any existing obligation that
would violate or infringe upon the rights of third parties,
including property, contractual, employment, trademark, trade
secrets, copyright, patent, proprietary information and
non-disclosure rights, that might affect Supplier's ability to
fulfill Supplier's obligations under this Agreement.
8.5. Supplier will not disclose or deliver any proprietary
information of Supplier or any third party (such as software
and documentation) to Sprint except pursuant to a written
license agreement.
8.6. Neither Supplier, nor any of Supplier's employees or agents,
has offered or given anything of value to Sprint employees or
agents to secure this Agreement.
8.7. The prices stated for Services are at least as favorable as
those charged to any other of Supplier's customers for the
same or similar services.
8.8. Inspection, test acceptance, payment or use by Sprint of the
Services furnished do not affect Supplier's warranty
obligations.
9. SAFETY
9.1. Supplier will comply with all Occupational Safety & Health Act
(OSHA) regulations and all other applicable federal, state and
local rules and regulations which may apply to performance of
the Services. Supplier must immediately notify Sprint by
telephone (followed by written confirmation within 24 hours)
of any product or material used in providing Services which
fails to comply with any applicable safety rules or standards
of any government agencies (including the Environmental
Protection Agency) or which contains a defect which could
present a substantial risk to the public health or of injury
to the public or the environment.
9.2. If Supplier's work under this Agreement involves performance
on Sprint's or its
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customers' premises, Supplier must take necessary precautions
to prevent injury to persons or property during the work and
adhere to security procedures of Sprint or its customers.
9.3. Supplier is prohibited from carrying weapons or ammunition
onto Sprint's premises or using or carrying weapons while
performing work on Sprint's behalf or attending
Sprint-sponsored activities. Supplier further agrees to comply
with any postings or notices located at Sprint's premises
regarding safety, security or weapons.
10. SUBCONTRACTS
10.1. Contractor may not subcontract any portion of the Services,
without Sprint's prior written consent, and will remain fully
liable for the work performed and for the acts or omissions of
the subcontractor.
11. FEDERAL REQUIREMENTS
11.1. Federal Acquisition Requirements. If Sprint or the federal
government determines that this Agreement supports specific
requirements included in a Sprint contract or subcontract with
the federal government, Supplier will be subject to certain
federal procurement regulations contained in Sprint's contract
or subcontract. Supplier will be subject only to federal
procurement regulations that must be included in all
subcontracts as a matter of law.
11.2. Subcontracting Opportunities. Supplier must make an accounting
of dollars that are subcontracted to firms that are Small
Businesses under Small Disadvantaged Businesses, or
Women-Owned Businesses under Small Business Administration
regulations. These dollars will be reported in writing to the
following address:
Small Business Coordinator
Sprint
000 X. 000xx Xxxxxx
Xxxxxx Xxxx, XX 00000
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12. LIABILITY AND INDEMNIFICATION
12.1. Supplier agrees to release, irrevocably and forever, Sprint,
and will defend, pay all judgments, expenses, and costs
(including attorney fees) and generally indemnify, defend and
hold Sprint harmless from all liability, suit, claim or
proceeding ("claims") resulting from the performance or
non-performance of this Agreement brought against Sprint by
any person for any damage, loss or destruction of any kind,
including, without limitation, loss to any property or for any
personal injury, including, without limitation, death,
defamation and invasion of privacy, to any person, including
without limitation any personnel of Sprint or Supplier, to the
extent the loss, destruction, injury or death results or
allegedly results, from the act, negligence, error, omission
or willful misconduct or breach of this Agreement by Supplier.
12.2. Supplier, to the extent it is responsible, agrees to handle
and defend all claims brought against Sprint or Sprint's
customers, including without limitation, Sprint's lessees,
bailees, transferees and assigns, so far as based on any claim
that the Services performed, or the goods furnished or
manufactured by Supplier in the course of this Agreement or
any resulting use or sale of any work, Service or goods
constitutes an infringement of any patent or copyright of any
country, or misappropriation of any trade secret, or
constitutes a breach of any moral right, right of publicity,
or intellectual property right.
12.3. If, as the result of Supplier's infringement as set out above,
the sale or use of the goods or Services is enjoined, Supplier
must, at Sprint's option and Supplier's expense, either:
12.3.1. procure for Sprint and its customers the right to use
the goods or Services; or
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12.3.2. replace the goods or Services with equivalent
non-infringing goods or Services; or
12.3.3. modify the goods or Services so they become
non-infringing; or
12.3.4. remove the goods or Services and refund the purchase
price, including transportation, installation,
removal and other incidental charges.
12.4. Sprint will notify Supplier in writing of any claims, and will
provide information, assistance and authority for Supplier's
handling and defense of the claim.
12.5. Notwithstanding Supplier's obligations to handle and defend
all claims as set forth above, Sprint may, at Sprint's sole
option, take whatever action it deems reasonable and
appropriate in the handling, defense, or settlement of any
claim. However, Sprint will notify Supplier in writing of any
proposed settlement of a claim. Supplier will be bound to
indemnify Sprint for the proposed settlement amount, unless
within * days of notice, Supplier brings an arbitration
action to determine whether or not the proposed settlement
amount is reasonable. Sprint will not be precluded from
settling any claim, but Supplier will only be required to
indemnify Sprint for the amount held to be reasonable and
apportioned to Supplier's fault, by the arbitration
proceeding.
12.6. Except for the indemnity provisions of this Agreement, neither
party will be liable to the other for special, indirect or
consequential loss or damage whether or not such loss or
damage is caused by the fault or negligence of that party, its
employees, agents, or subcontractors.
13. INSURANCE
13.1. Supplier will obtain and maintain during the term of this
Agreement with financially reputable insurers, licensed to do
business in all jurisdictions where work is performed
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and that are reasonably acceptable to Sprint, not less than
the following insurance:
13.2. Workers' Compensation as required under any Workers'
Compensation or similar law in the jurisdiction where work is
performed, with an Employer's Liability limit of not less
than * per accident.
13.3. Commercial General Liability, including coverage for
Contractual Liability and Products/Completed Operations
Liability, with a limit of not less than * combined single
limit per occurrence for bodily injury, personal injury and
property damage liability, naming Sprint as an additional
insured.
13.4. Business Auto insurance covering the ownership, maintenance or
use of any owned, non-owned or hired automobile with a limit
of not less than * combined single limit per accident
for bodily injury and property damage liability, naming Sprint
as an additional insured.
13.5. "All Risk" Property insurance covering not less than the full
replacement cost of Supplier's and subcontractor's, if any,
personal property while on a Sprint work location.
13.6. Certificates of Insurance. Supplier must, as a material
condition of this Agreement, prior to commencement of any work
and prior to any renewal of insurance, deliver to Sprint a
certificate of insurance, satisfactory in form and content to
Sprint, evidencing that the above insurance is in force and
will not be canceled or materially altered without first
giving Sprint 30 days prior written notice.
13.7. Nothing contained in this section limits Supplier's liability
to Sprint to the limits of insurance certified or carried.
14. RIGHT OF AUDIT
14.1. Supplier will maintain all records pertaining to Services
performed for a period of at
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least 3 years after final payment. Sprint may audit, copy and
inspect the records at reasonable times during the term of
this Agreement and for the 3-year period to verify costs.
14.2. Sprint or its authorized representative will have the right to
audit Supplier's performance under this Agreement.
15. NOTICE
15.1. Communications relating to this Agreement except for delivery
or invoicing instructions set forth in the Contract Order,
must be identified by the Contract number, and the Contract
Order number and communicated by certified mail, return
receipt requested, telex, facsimile or overnight mail to the
following addresses or as may be later designated by written
notice of the other party:
Sprint: *
Sprint
00000 Xxxxxxxx Xxxxx
Xxxxxx Xxxxxx 00000
Mailstop KSLNXA0120
Phone: *
Fax: *
Supplier: Xxxx Xxxxxx
Telac
0000 Xxxxxxxxx Xxxx
Xxxxx 0000,
Xxxxxxxxx XX, 00000
Phone: 000-000-0000
Fax: 000-000-0000
16. ARBITRATION
16.1. Arbitration. Any dispute arising out of or relating to this
Agreement, including any issues relating to arbitrability or
the scope of this arbitration clause, will be finally settled
by arbitration in accordance with the rules of the American
Arbitration Association applying the substantive law of Kansas
without regard to any conflict of laws provision. The
arbitration will be governed by the United States Arbitration
Act, 9
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U.S.C. ss. 1, et seq., and judgment upon the award rendered by
the arbitrator(s) may be entered by any court with
jurisdiction. The arbitration will be held in the Kansas City,
Missouri metropolitan area. The arbitrator(s) are not
empowered to award damages in excess of compensatory damages
and each party waives any damages in excess of compensatory
damages.
16.2. Notwithstanding the foregoing, Sprint may bring a claim for
injunctive relief as provided in Section 6.6 in any court of
competent jurisdiction without first submitting the claim to
arbitration.
16.3. Continuing Performance. Supplier agrees to continue
performance during the pendency of any dispute, unless
performance is terminated by Sprint under Section 4.
16.4. Limitation of Claims. No claim for payment for Services may be
brought by Supplier after Sprint has made final payment to
Supplier. Claims made by Supplier may only be brought against
the Sprint Affiliate which issued the Contract Order giving
rise to the claim.
17. GENERAL
17.1. Supplier Performance. Time is of the essence in Supplier's
performance. Sprint is not obligated to pay for Services
performed or goods delivered which do not conform to the
Contract Order.
17.2. Material/Mechanic's Lien. Supplier will promptly pay for all
services, materials, equipment, labor used under this
Agreement, and will hold Sprint harmless from all losses,
expenses, and liabilities connected with Supplier's failure to
promptly pay for services, materials equipment or labor and
will keep Sprint premises free of claims or liens. Supplier
will furnish Sprint with a list of all its subcontractors
before work is performed on premises by subcontractors.
Supplier will furnish Sprint with lien waivers from all
subcontractors.
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17.3. Ethics Code. Supplier agrees to comply with Sprint's Code of
Ethics, where applicable, a copy of which is attached to this
Agreement and is incorporated in this Agreement.
17.4. Assignment. Sprint may assign this Agreement to any Sprint
Affiliate without the consent of Supplier. Otherwise, the
parties agree that this Agreement is personal in nature and
neither party may assign this Agreement or any of its rights
or delegate its obligations without the prior written consent
of the other party.
17.5. Governing Law. This Agreement is governed by and construed in
accordance with the laws of the State of Kansas without regard
to any conflict of laws provision.
17.6. Laws and Regulations. Supplier will comply with all local,
municipal, state, federal and governmental laws, orders, codes
and regulations in the performance of this Agreement and any
Contract Orders.
17.7. Permits and Licenses. Supplier will obtain and keep current at
Supplier's expense all governmental permits, certificates and
licenses (including professional licenses, if applicable)
necessary for Supplier to perform the Services.
17.8. Waiver. The waiver of a breach of any term or condition of
this Agreement will not constitute the waiver of any other
breach of the same or any other term.
17.9. Severability. If any provision of this Agreement is held to be
unenforceable, the remaining provisions will remain in effect,
to be construed as if the unenforceable provisions were
originally deleted.
17.10. Survival. Numbered provisions 6, 7, 8, 10, 12, 13, 14, 16.1,
17.5, and 17.11 will survive the termination or expiration of
this Agreement, in addition to any other provisions that by
their content are intended to survive the performance,
termination or cancellation of this Agreement.
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17.11. Publicity. Supplier will not, without Sprint's prior written
consent:
17.11.1. make any news release, public announcement, denial or
confirmation of this Agreement or its subject matter;
or
17.11.2. in any manner advertise or publish the fact of this
Agreement.
17.12. Remedies. All rights and remedies of the parties, in law or
equity, are cumulative and may be exercised concurrently or
separately. The exercise of one remedy will not be an election
of that remedy to the exclusion of other remedies.
21
18. ENTIRE AGREEMENT
18.1. This Agreement, together with the Contract Orders, constitutes
the entire Agreement between Sprint and Supplier with respect
to the subject matter contained and supersedes all inquiries,
proposals, agreements, negotiations and commitments, whether
written or oral prior to the Effective Date. This Agreement
may not be amended or modified except by written document
signed by both parties. In the event of an inconsistency
between the terms of this Agreement and those of a Contract
Order, the provisions of the Contract Order control.
SIGNED:
SPRINT/UNITED MANAGEMENT COMPANY TELEPHONE ACCESS, INC.
dba TELAC
-------------------------------- -----------------------------------
(signature) (signature)
-------------------------------- -----------------------------------
(print name) (print name)
-------------------------------- -----------------------------------
(title) (title)
-------------------------------- -----------------------------------
(date) (date)
------------------------------------------------
* Confidential portion of Exhibit 10(s) that has been omitted and filed
separately with the Securities and Exchange Commission.
TELEPHONE ACCESS, INC.
CONTRACT ORDER NO. CK7113401
This Contract Order is issued pursuant to the Master Services Agreement (the
Agreement) number CM7113400 between Sprint/United Management Company, a Kansas
corporation ("Sprint"), with offices located at 0000 Xxxxxxx Xxxxxxx Xxxxxxx,
Xxxxxxxx Xxxxxx and Telephone Access, Inc. dba TELAC, a Delaware corporation
("TELAC"), with offices at located at 0000 Xxxxxxxxx Xxxx., Xxxxx 0000,
Xxxxxxxxx, XX, 00000.
Pursuant to this Contract Order and the terms of the Agreement, TELAC agrees to
supply and perform certain services related to the project as set out more fully
below, in consideration of the payment by Sprint at the rates set out.
This contract order is for a specific project within the market(s) defined by
Sprint as the Asian-American Markets. The services TELAC will provide for this
market concentration will include Third Party Verification.
1. Project
1.1. Telephone Service Representatives (TSRs) employed by TELAC
shall receive or make calls on 800 numbers set up by Sprint
and attempt to sell Sprint's telecommunications services to
potential customers and to gather from potential customers
certain information reasonably requested by Sprint. TELAC
shall use Sprint's telecommunications network for all callers
on the 800 Numbers.
1.2. Outbound telemarketing is limited to 9:00 am to 9:00 pm local
time of destination of call, Monday through Sunday. No calls
made on legal holidays or on agreed upon traditional ethnic
holidays.
1.3. Sprint will provide leads, in sufficient quantity, on 6250
BPI, 9 track magnetic tape or other mutually acceptable
mediums.
1.4. TELAC shall provide a dedicated project manager at no cost to
oversee and manage the TSRs and to act as the primary contact
with Sprint.
1.5. TELAC shall make available to Sprint a dedicated work space
(with reasonable privacy and access to a telephone, analog
line
2
and electrical outlets) on TELAC's premises for use by
Sprint's project manager during reasonable visits to TELAC's
premises. TELAC may utilize such work space for other purposes
when Sprint's project manager is not visiting TELAC's
premises.
1.6. TELAC shall provide, at no cost, at least one Quality
Development Representative "QDR" per 25 TSRs (defined as the
TELAC employee(s) who are responsible for quality development
of the services provided hereunder).
1.7. Supplier's QDRs will monitor each (TSR) at least once per
shift.
1.8. To the extent permitted by law and at Sprint's expense, Sprint
may remote monitor the TSRs.
1.9. Sprint will make E-mail available between Sprint and TELAC, at
no charge.
1.10. TELAC shall transmit orders to Sprint daily through mutually
agreed upon data transmission method.
1.11. TELAC shall provide terminals, telephones and any other
equipment necessary to bring connectivity to each desktop.
1.11.1. TELAC shall provision and support all TSR workstation
hardware for connection to Sprint owned AS400
controllers.
1.11.2. TELAC shall bear all costs associated with the
purchase and operation of the TSR workstations. Such
workstations shall be connected in a local area
network ("LAN") with sufficient security to prevent
unauthorized access to Sprint information, and have
at least the following characteristics:
*
3
1.11.3. TELAC phone equipment shall posses the ability to
display unique DNIS of incoming call to the
individual TSR workstation for specific script
adherence.
1.11.4. TELAC shall be responsible for the cost of all
facility telephone hardware and software. Sprint
shall provide Tl's and CSU's/DSU's. The CSU/DSU will
be the Sprint Demarc.
1.11.5. TELAC shall be responsible for all voice connections
and equipment past the CSU/DSU.
1.11.6. *
1.11.7. TELAC shall provide compatibility with Sprint's
network routing product for acceptance of inbound
overflow calls.
1.12. Supplier shall provide the following written reports to
Sprint:
1.12.1. Daily Sales Report (format provided by Sprint).
1.12.2. Weekly and monthly sales forecasts, planned sales
activities reports.
1.12.3. Customer complaints and disposition, as required.
1.12.4. A monthly reconciliation of work done on the lead
lists is to be sent to Sprint no later than the fifth
workday after the end of the preceding month. This
reconciliation needs to be program specific.
1.13. Supplier will transmit all sales within * hours, and will
transmit sales on-line or batch daily. Supplier will transmit
a minimum of * of all outbound orders using the on-line
verification transfer process.
1.14. If a customer requests information Supplier will provide that
customer's name, address, phone number, and type of
information the customer wants within 24 hours of the request
to Sprint for fulfillment.
4
1.15. Sprint will verify all sales transmitted within * hours.
After * hours, if Sprint cannot contact the customer the
sale will go to the ballot letter verification process, if
applicable. Sprint will make no less than * contact
attempts in the * hour window. If any unusual
circumstances exist with the account that will affect Sprint's
ability to verify the account within the * hour window,
that information must be noted in the note field on the sale
transmission by Supplier. Supplier shall comply with Sprint's
direction on the order in which leads or prospects supplied by
Sprint should be contacted. Supplier will have the ability to
target leads by time zone.
1.16. Supplier may make no more than * attempts to contact
prospective leads supplied by Sprint. Additionally, Supplier
may only contact customers once, unless specifically requested
by the customer, or in the event a second contact is required
to ensure the quality of the sale.
2. Term
2.1. The initial Term of this Contract Order shall commence on
January 1, 1997 and end on June 30, 1999. Unless one of the
Parties gives notice to the other of its intent to either
renegotiate or terminate this Contract Order at least ninety
(90) days prior to the end of the initial Term or any
successive Term, this Contract Order shall be automatically
renewed for a Term of twelve months.
2.2. Upon the expiration of the Term or earlier termination of this
Contract Order:
2.2.1. both parties shall cooperate in the orderly
winding-up of their relationship under this Contract
Order;
2.2.2. for a period not to exceed * days and subject
to the parties' mutual agreement as to the amounts of
the applicable charges, TELAC shall assist Sprint by
providing any Services set forth in this Contract
Order as requested by Sprint subject to payment (or
prepayment if requested by TELAC) by Sprint of the
charges applicable hereunder at the mutually agreed
upon amounts; and
5
2.2.3. both parties will coordinate the return or
destruction of Proprietary Information as provided in
Section 7 of the Master Agreement.
3. Services and Rates
3.1. TELAC shall provide Sprint with the following Services and Sprint shall
pay TELAC for such Services at the particular rates also identified.
3.1.1. TSR Services. "TSRs" are TELAC personnel that are designated
by TELAC to receive and respond to inbound telephone inquiries
from, and to initiate and conduct outbound telephone inquires
to, customers regarding Sprint programs and/or other products
or services and to perform other services mutually agreed
upon, including without limitation, data entry. this Contract
Order, TSRs shall include working supervisor TSRs. TELAC shall
provide the following "TSR Services":
3.1.1.1. TELAC's TSRs shall, pursuant to the terms of this
Contract Order, comply with all scripts (which may
include credit card verification procedures.)
3.1.1.2. * "Station Time" shall be the time that a
trained TSR is signed into the Rockwell Dialer/ACD
system and is ready and available to perform TSR
Services and to perform call wrap-up procedures.
*
If for any reason the TELAC automated
operating system that tracks Station Time is not
functioning or otherwise does not track Station Time,
then Station Time will be calculated manually by
TELAC, subject to Sprint's audit rights hereunder.
3.1.2. Training. As used herein, "Trainee" shall mean TELAC TSRs and
QDRs needing Sprint Product training, and "Training" shall
mean training of Trainees with respect to the Services to be
provided by TELAC to Sprint hereunder, including without
limitation new programs and product training and new hire
training. Sprint shall reasonably determine the amount of
training required for any particular program or product. Any
training required above the designated amount shall not be
charged to Sprint. Sprint
6
shall not be responsible to pay for training of new TSRs that,
as a result of turnover (not attributable to Sprint), who are
hired specifically to replace previously trained TSRs. TELAC
will inform Sprint in advance on necessary Training.
3.1.2.1. *
3.1.3. Travel. TELAC will be reimbursed for travel, living, and
other expenses, outside the normal course of business if
authorized by Sprint in the Contract Order at reasonable and
actual costs. Travel and living expenses will not be
reimbursed unless they are in conformance with Sprint's travel
reimbursement policies and approved by Sprint in writing, as
set out in the Agreement.
3.2. Incentives.
TELAC shall, at its sole expense, pay TSRs and other TELAC personnel
performing services under this Contract Order monetary and/or
non-monetary incentives similar to those incentives offered directly by
TELAC (which are not reimbursed by any one person) to TELAC personnel
performing similar services for other similar TELAC clients. Such
incentive programs shall be designed to, among other things, reward
call handling efficiencies, quality and accuracy.
3.3. Bonus.
Sprint may, at Sprint's sole expense and discretion, offer and pay
monetary and/or non-monetary bonuses to TELAC for its performance of
Services under this Contract Order. While the parties recognize and
agree that Sprint may in its sole discretion modify and/or terminate
any such bonus programs, such modifications and/or terminations may not
be applied by Sprint retroactively to performance incentives previously
agreed to by the parties. Sprint agrees to make all bonus payments to
TELAC and shall not make direct payments of cash or other incentives
directly to TELAC personnel.
4. Invoicing
4.1. Invoices submitted by TELAC will describe the Services
rendered during the invoice period, will identify any other
authorized expenses incurred in the performance of Services
hereunder, and will make reference to the Master Agreement and
this Contract Order number. All invoices will be sent to the
following address or to such other address as designated by
Sprint in writing:
7
ORIGINAL: Sprint
00000 Xxxxxxxx
Xxxxxx, XX 00000
Attention: Finance
Phone: *
Fax: *
5. Staffing Levels
5.1. Sprint will provide to TELAC, at least fifteen (15) days in
advance, the projected hours, designated by language and
environment, as well as the Sales Per Hour, that Sprint wants
TELAC to provide during the coming calendar month.
6. Performance Standards
6.1. In performing the Services, TELAC agrees to meet the following
Performance Standards. Performance Standards may be modified
by mutual agreement of the parties. All Performance Standards,
as applicable, shall be measured on a weekly basis, as
described below. All Performance Standards shall be measured
at the Project level and not at the individual TSR level.
6.2. Performance Standard for Sales Per Hour (SPH) is to be defined
as number of "A"-Status sales per TSR station hour billed.
6.3. An "A" status sale shall represent an order that has achieved
a rating as an "active" (A-Status) account in Sprint's XXXX
system.
6.4. An "unconfirmed" sale shall represent an order that has been
canceled because of Sprint's verification processes, and must
not be subject to revocation by either the customer or the
local exchange company based on a claim that the order was
unauthorized. At minimum, verification will confirm the
following order information with the customer which placed the
order:
6.4.1. Order confirmed;
6.4.2. Confirmation that the customer was sold an
appropriate Sprint service;
6.4.3. Name, address and phone number confirmed;
8
6.4.4. Customer's understanding and willingness to pay local
exchange company PIC change charge confirmed.
6.5. The following minimum performance standards shall apply:
6.5.1. Outbound:
6.5.1.1. An "A"-Status SPH per TSR station hour as
defined by Sprint * days prior to each
new month. SPH may vary by program.
6.5.1.2. Unconfirmed sales must not exceed * of
total monthly sales.
6.5.2. Inbound:
6.5.2.1. Handle an average number of calls per TSR
station hour, as defined by Sprint in
writing * days prior to each new month.
Average handled per hour may vary by
program.
6.5.2.2. An "A"-Status close ratio as defined by
Sprint in writing * days prior to each
new month. Close ratios may vary by program.
6.5.2.3. Abandonment rate not to exceed * in any
month
6.5.2.4. Unconfirmed sales must not exceed * of
total monthly sales
6.6. TELAC and Sprint will review TELAC's performance under this
Contract Order in comparison to the Performance Standards at
least monthly and determine the priorities and plans for the
execution of future work. The reviews will be prepared in any
reasonable format to meet the needs of Sprint. TELAC and
Sprint will mutually agree on any changes to the Performance
Standards at this time.
9
10
7. Incorporation of Terms of Master Agreement
7.1 This Contract Order is entered into by the parties pursuant to
the Master Services Agreement, Xxxxxxxx Xxxxxx XX0000000. All
of the terms, provisions and conditions of the Master Services
Agreement are hereby incorporated herein and made a part
hereof as if such terms, provisions and conditions were fully
set forth in this Contract Order. By their execution and
delivery of this Contract Order, the parties hereby reaffirm
all of the terms, provisions and conditions of the Master
Services Agreement.
SIGNED
SPRINT/UNITED MANAGEMENT COMPANY TELEPHONE ACCESS, INC.
-------------------------------- -----------------------------
(Signature) (Signature)
-------------------------------- ------------------------------
(Print Name) (Print Name)
-------------------------------- ------------------------------
(Title) (Title)
--------------------------------- ------------------------------
(Date) (Date)
-------------------------------------------
* Confidential portion of Exhibit 10(s) that has been omitted and filed
separately with the Securities and Exchange Commission.
11
TELEPHONE ACCESS, INC.
CONTRACT ORDER NO. CK7113402
This Contract Order is issued pursuant to the Master Services Agreement (the
Agreement) number CM7113400 between Sprint/United Management Company, a Kansas
corporation ("Sprint"), with offices located at 0000 Xxxxxxx Xxxxxxx Xxxxxxx,
Xxxxxxxx Xxxxxx and Telephone Access, Inc. dba TELAC, a Delaware corporation
("TELAC"), with offices at located at 0000 Xxxxxxxxx Xxxx., Xxxxx 0000,
Xxxxxxxxx, XX, 00000.
Pursuant to this Contract Order and the terms of the Agreement, TELAC agrees to
supply and perform certain services related to the project as set out more fully
below, in consideration of the payment by Sprint at the rates set out.
This contract order is for a specific project within the market(s) defined by
Sprint as the College and Domestic Markets. The services TELAC will provide for
this market concentration will include Outbound and Inbound Sales.
1. Project
1.1. Telephone Service Representatives (TSRs) employed by TELAC
shall receive or make calls on 800 numbers set up by Sprint
and attempt to sell Sprint's telecommunications services to
potential customers and to gather from potential customers
certain information reasonably requested by Sprint. TELAC
shall use Sprint's telecommunications network for all callers
on the 800 Numbers.
1.2. Outbound telemarketing is limited to 9:00 am to 9:00 pm local
time of destination of call, Monday through Sunday. No calls
made on legal holidays or on agreed upon traditional ethnic
holidays.
1.3. Sprint will provide leads, in sufficient quantity, on * track
magnetic tape or other mutually acceptable mediums.
1.4. TELAC shall provide a dedicated project manager at no cost to
oversee and manage the TSRs and to act as the primary contact
with Sprint.
1.5. TELAC shall make available to Sprint a dedicated work space
(with reasonable privacy and access to a telephone, analog
line and electrical outlets) on TELAC's premises for use by
Sprint's
12
project manager during reasonable visits to TELAC's premises.
TELAC may utilize such work space for other purposes when
Sprint's project manager is not visiting TELAC's premises.
1.6. TELAC shall provide, at no cost, at least one Quality
Development Representative "QDR" per * (defined as the TELAC
employee(s) who are responsible for quality development of the
services provided hereunder).
1.7. Supplier's QDRs will monitor each (TSR) at least once per
shift.
1.8. To the extent permitted by law and at Sprint's expense, Sprint
may remote monitor the TSRs.
1.9. Sprint will make E-mail available between Sprint and TELAC, at
no charge.
1.10. TELAC shall transmit orders to Sprint daily through mutually
agreed upon data transmission method.
1.11. TELAC shall provide terminals, telephones and any other
equipment necessary to bring connectivity to each desktop.
1.11.1. TELAC shall provision and support all TSR workstation
hardware for connection to Sprint owned *
controllers.
1.11.2. TELAC shall bear all costs associated with the
purchase and operation of the TSR workstations. Such
workstations shall be connected in a local area
network ("LAN") with sufficient security to prevent
unauthorized access to Sprint information, and have
at least the following characteristics:
*
1.11.3. TELAC phone equipment shall posses the ability to
display unique DNIS of incoming call to the
13
individual TSR workstation for specific script
adherence.
1.11.4. TELAC shall be responsible for the cost of all
facility telephone hardware and software. Sprint
shall provide * .
1.11.5. TELAC shall bc responsible for all voice connections
and equipment past the CSU/DSU.
1.11.6. TELAC shall provide controllers, * to connect to
Sprint's * .
1.11.7. TELAC shall provide compatibility with Sprint's
network routing product for acceptance of inbound
overflow calls.
1.12. Supplier shall provide the following written reports to
Sprint:
1.12.1. Daily Sales Report (format provided by Sprint).
1.12.2. Weekly and monthly sales forecasts, planned sales
activities reports.
1.12.3. Customer complaints and disposition, as required.
1.12.4. A monthly reconciliation of work done on the lead
lists is to be sent to Sprint no later than the fifth
workday after the end of the preceding month. This
reconciliation needs to be program specific.
1.13. Supplier will transmit all sales within * hours, and will
transmit sales on-line or batch daily. Supplier will transmit
a minimum of * of all outbound orders using the on-line
verification transfer process.
1.14. If a customer requests information Supplier will provide that
customer's name, address, phone number, and type of
information the customer wants within * hours of the
request to Sprint for fulfillment.
1.15. Sprint will verify all sales transmitted within * hours.
After * hours, if Sprint cannot contact the customer the
sale will go to
14
the ballot letter verification process, if applicable. Sprint
will make no less than * contact attempts in the * hour
window. If any unusual circumstances exist with the account
that will affect Sprint's ability to verify the account within
the * hour window, that information must be noted in the
note field on the sale transmission by Supplier. Supplier
shall comply with Sprint's direction on the order in which
leads or prospects supplied by Sprint should be contacted.
Supplier will have the ability to target leads by time zone.
1.16. Supplier may make no more than 10 attempts to contact
prospective leads supplied by Sprint. Additionally, Supplier
may only contact customers once, unless specifically requested
by the customer, or in the event a second contact is required
to ensure the quality of the sale.
2. Term
2.1. The initial Term of this Contract Order shall commence on
January 1, 1997 and end on June 30, 1999. Unless one of the
Parties gives notice to the other of its intent to either
renegotiate or terminate this Contract Order at least * days
prior to the end of the initial Term or any successive Term,
this Contract Order shall be automatically renewed for a Term
of twelve months.
2.2. Upon the expiration of the Term or earlier termination of this
Contract Order:
2.2.1. both parties shall cooperate in the orderly
winding-up of their relationship under this Contract
Order;
2.2.2. for a period not to exceed * days and subject
to the parties' mutual agreement as to the amounts of
the applicable charges, TELAC shall assist Sprint by
providing any Services set forth in this Contract
Order as requested by Sprint subject to payment (or
prepayment if requested by TELAC) by Sprint of the
charges applicable hereunder at the mutually agreed
upon amounts; and
2.2.3. both parties will coordinate the return or
destruction of Proprietary Information as provided in
Section 7 of the Master Agreement.
15
3. Services and Rates
3.1. TELAC shall provide Sprint with the following Services and Sprint shall
pay TELAC for such Services at the particular rates also identified.
3.1.1. TSR Services.
"TSRs" are TELAC personnel that are designated by TELAC to
receive and respond to inbound telephone inquiries from, and
to initiate and conduct outbound telephone inquires to,
customers regarding Sprint programs and/or other products or
services and to perform other services mutually agreed upon,
including without limitation, data entry. this Contract Order,
TSRs shall include working supervisor TSRs. TELAC shall
provide the following "TSR Services":
3.1.1.1. TELAC's TSRs shall, pursuant to the terms of this
Contract Order, comply with all scripts (which may
include credit card verification procedures.)
3.1.1.2. * "Station Time" shall be the time that a trained TSR
is signed into the Rockwell Dialer/ACD system and is
ready and available to perform TSR Services and to
perform call wrap-up procedures.
*
If for any reason the TELAC automated
operating system that tracks Station Time is not
functioning or otherwise does not track Station Time,
then Station Time will be calculated manually by
TELAC, subject to Sprint's audit rights hereunder.
3.1.2. Training.
As used herein, "Trainee" shall mean TELAC TSRs and QDRs
needing Sprint Product training, and "Training" shall mean
training of Trainees with respect to the Services to be
provided by TELAC to Sprint hereunder, including without
limitation new programs and product training and new hire
training. Sprint shall reasonably determine the amount of
training required for any particular program or product. Any
training required above the designated amount shall not be
charged to Sprint. Sprint shall not be responsible to pay for
training of new TSRs that, as a result of turnover (not
attributable to Sprint), who are hired specifically to replace
previously trained TSRs. TELAC will inform Sprint in advance
on necessary Training.
16
3.1.2.1. *
3.1.3. Travel. TELAC will be reimbursed for travel, living, and other
expenses, outside the normal course of business if authorized
by Sprint in the Contract Order at reasonable and actual
costs. Travel and living expenses will not be reimbursed
unless they are in conformance with Sprint's travel
reimbursement policies and approved by Sprint in writing, as
set out in the Agreement.
3.2. Incentives.
TELAC shall, at its sole expense, pay TSRs and other TELAC personnel
performing services under this Contract Order monetary and/or
non-monetary incentives similar to those incentives offered directly by
TELAC (which are not reimbursed by any one person) to TELAC personnel
performing similar services for other similar TELAC clients. Such
incentive programs shall be designed to, among other things, reward
call handling efficiencies, quality and accuracy.
3.3. Bonus.
Sprint may, at Sprint's sole expense and discretion, offer and pay
monetary and/or non-monetary bonuses to TELAC for its performance of
Services under this Contract Order. While the parties recognize and
agree that Sprint may in its sole discretion modify and/or terminate
any such bonus programs, such modifications and/or terminations may not
be applied by Sprint retroactively to performance incentives previously
agreed to by the parties. Sprint agrees to make all bonus payments to
TELAC and shall not make direct payments of cash or other incentives
directly to TELAC personnel.
4. Invoicing
4.1. Invoices submitted by TELAC will describe the Services
rendered during the invoice period, will identify any other
authorized expenses incurred in the performance of Services
hereunder, and will make reference to the Master Agreement and
this Contract Order number. All invoices will be sent to the
following address or to such other address as designated by
Sprint in writing:
ORIGINAL: Sprint
00000 Xxxxxxxx
Xxxxxx, XX 00000
Attention: Finance
Phone: *
17
Fax: *
5. Staffing Levels
5.1. Sprint will provide to TELAC, at least * days in advance, the
projected hours, designated by language and environment, as
well as the Sales Per Hour, that Sprint wants TELAC to provide
during the coming calendar month.
6. Performance Standards
6.1. In performing the Services, TELAC agrees to meet the following
Performance Standards. Performance Standards may be modified
by mutual agreement of the parties. All Performance Standards,
as applicable, shall be measured on a weekly basis, as
described below. All Performance Standards shall be measured
at the Project level and not at the individual TSR level.
6.2. Performance Standard for Sales Per Hour (SPH) is to be defined
as number of "A"-Status sales per TSR station hour billed.
6.3. An "A" status sale shall represent an order that has achieved
a rating as an "active" (A-Status) account in Sprint's XXXX
system.
6.4. An "unconfirmed" sale shall represent an order that has been
canceled because of Sprint's verification processes, and must
not be subject to revocation by either the customer or the
local exchange company based on a claim that the order was
unauthorized. At minimum, verification will confirm the
following order information with the customer which placed the
order:
6.4.1. Order confirmed;
6.4.2. Confirmation that the customer was sold an
appropriate Sprint service;
6.4.3. Name, address and phone number confirmed;
6.4.4. Customer's understanding and willingness to pay local
exchange company PIC change charge confirmed.
6.5. The following minimum performance standards shall apply:
18
6.5.1. Outbound:
6.5.1.1. An "A"-Status SPH per TSR station hour as
defined by Sprint * days prior to each
new month. SPH may vary by program.
6.5.1.2. Unconfirmed sales must not exceed 5% of
total monthly sales.
6.5.2. Inbound:
6.5.2.1. Handle an average number of calls per TSR
station hour, as defined by Sprint in
writing * days prior to each new
month. Average handled per hour may vary by
program.
6.5.2.2. An "A"-Status close ratio as defined by
Sprint in writing * days prior to
each new month. Close ratios may vary by
program.
6.5.2.3. Abandonment rate not to exceed * in any
month
6.5.2.4. Unconfirmed sales must not exceed * of
total monthly sales
6.6. TELAC and Sprint will review TELAC's performance
under this Contract Order in comparison to the
Performance Standards at least monthly and determine
the priorities and plans for the execution of future
work. The reviews will be prepared in any reasonable
format to meet the needs of Sprint. TELAC and Sprint
will mutually agree on any changes to the Performance
Standards at this time.
19
7. Incorporation of Terms of Master Agreement
7.1. This Contract Order is entered into by the parties pursuant to
the Master Services Agreement, Xxxxxxxx Xxxxxx XX0000000. All
of the terms, provisions and conditions of the Master Services
Agreement are hereby incorporated herein and made a part
hereof as if such terms, provisions and conditions were fully
set forth in this Contract Order. By their execution and
delivery of this Contract Order, the parties hereby reaffirm
all of the terms, provisions and conditions of the Master
Services Agreement.
SIGNED
SPRINT/UNITED MANAGEMENT COMPANY TELEPHONE ACCESS, INC.
-------------------------------- -----------------------------
(Signature) (Signature)
-------------------------------- ------------------------------
(Print Name) (Print Name)
-------------------------------- ------------------------------
(Title) (Title)
--------------------------------- ------------------------------
(Date) (Date)
-------------------------------------------
* Confidential portion of Exhibit 10(s) that has been omitted and filed
separately with the Securities and Exchange Commission.
20
21
TELEPHONE ACCESS, INC.
CONTRACT ORDER NO. XX0000000
This Contract Order is issued pursuant to the Master Services Agreement (the
Agreement) number CM7113400 between Sprint/United Management Company, a Kansas
corporation ("Sprint"), with offices located at 0000 Xxxxxxx Xxxxxxx Xxxxxxx,
Xxxxxxxx Xxxxxx and Telephone Access, Inc. dba TELAC, a Delaware corporation
("TELAC"), with offices at located at 0000 Xxxxxxxxx Xxxx., Xxxxx 0000,
Xxxxxxxxx, XX, 00000.
Pursuant to this Contract Order and the terms of the Agreement, TELAC agrees to
supply and perform certain services related to the project as set out more fully
below, in consideration of the payment by Sprint at the rates set out.
This contract order is for a specific project within the market(s) defined by
Sprint as GI Market. The services TELAC will provide for this market
concentration will include Sales.
1. Project
1.1. Telephone Service Representatives (TSRs) employed by TELAC
shall receive or make calls on 800 numbers set up by Sprint
and attempt to sell Sprint's telecommunications services to
potential customers and to gather from potential customers
certain information reasonably requested by Sprint. TELAC
shall use Sprint's telecommunications network for all callers
on the 800 Numbers.
1.2. Outbound telemarketing is limited to 9:00 am to 9:00 pm local
time of destination of call, Monday through Sunday. No calls
made on legal holidays or on agreed upon traditional ethnic
holidays.
1.3. Sprint will provide leads, in sufficient quantity, on 6250
BPI, 9 track magnetic tape or other mutually acceptable
mediums.
1.4. TELAC shall provide a dedicated project manager at no cost to
oversee and manage the TSRs and to act as the primary contact
with Sprint.
1.5. TELAC shall make available to Sprint a dedicated work space
(with reasonable privacy and access to a telephone, analog
line and electrical outlets) on TELAC's premises for use by
Sprint's
22
project manager during reasonable visits to TELAC's premises.
TELAC may utilize such work space for other purposes when
Sprint's project manager is not visiting TELAC's premises.
1.6. TELAC shall provide, at no cost, at least one Quality
Development Representative "QDR" per * TSRs (defined
as the TELAC employee(s) who are responsible for quality
development of the services provided hereunder).
1.7. Supplier's QDRs will monitor each (TSR) at least once per
shift.
1.8. To the extent permitted by law and at Sprint's expense, Sprint
may remote monitor the TSRs.
1.9. Sprint will make E-mail available between Sprint and TELAC, at
no charge.
1.10. TELAC shall transmit orders to Sprint daily through mutually
agreed upon data transmission method.
1.11. TELAC shall provide terminals, telephones and any other
equipment necessary to bring connectivity to each desktop.
1.11.1. TELAC shall provision and support all TSR workstation
hardware for connection to Sprint owned *
controllers.
1.11.2. TELAC shall bear all costs associated with the
purchase and operation of the TSR workstations. Such
workstations shall be connected in a local area
network ("LAN") with sufficient security to prevent
unauthorized access to Sprint information, and have
at least the following characteristics:
*
1.11.3. TELAC phone equipment shall posses the ability to
display unique DNIS of incoming call to the
23
individual TSR workstation for specific script
adherence.
1.11.4. TELAC shall be responsible for the cost of all
facility telephone hardware and software. Sprint
shall provide Tl's and CSU's/DSU's. The CSU/DSU will
be the Sprint Demarc.
1.11.5. TELAC shall be responsible for all voice connections
and equipment past the CSU/DSU.
1.11.6. TELAC shall provide controllers, * to connect to
Sprint's * computer.
1.11.7. TELAC shall provide compatibility with Sprint's
network routing product for acceptance of inbound
overflow calls.
1.12. Supplier shall provide the following written reports to
Sprint:
1.12.1. Daily Sales Report (format provided by Sprint).
1.12.2. Weekly and monthly sales forecasts, planned sales
activities reports.
1.12.3. Customer complaints and disposition, as required.
1.12.4. A monthly reconciliation of work done on the lead
lists is to be sent to Sprint no later than the fifth
workday after the end of the preceding month. This
reconciliation needs to be program specific.
1.13. Supplier will transmit all sales within * hours, and will
transmit sales on-line or batch daily. Supplier will transmit
a minimum of * of all outbound orders using the on-line
verification transfer process.
1.14. If a customer requests information Supplier will provide that
customer's name, address, phone number, and type of
information the customer wants within * hours of the request
to Sprint for fulfillment.
1.15. Sprint will verify all sales transmitted within * hours.
After * hours, if Sprint cannot contact the customer the sale
will go to
24
the ballot letter verification process, if applicable. Sprint
will make no less than * contact attempts in the * hour
window. If any unusual circumstances exist with the account
that will affect Sprint's ability to verify the account within
the * hour window, that information must be noted in the
note field on the sale transmission by Supplier. Supplier
shall comply with Sprint's direction on the order in which
leads or prospects supplied by Sprint should be contacted.
Supplier will have the ability to target leads by time zone.
1.16. Supplier may make no more than * attempts to contact
prospective leads supplied by Sprint. Additionally, Supplier
may only contact customers once, unless specifically requested
by the customer, or in the event a second contact is required
to ensure the quality of the sale.
2. Term
2.1. The initial Term of this Contract Order shall commence on
January 1, 1997 and end on June 30, 1999. Unless one of the
Parties gives notice to the other of its intent to either
renegotiate or terminate this Contract Order at least *
days prior to the end of the initial Term or any successive
Term, this Contract Order shall be automatically renewed for a
Term of twelve months.
2.2. Upon the expiration of the Term or earlier termination of this
Contract Order:
2.2.1. both parties shall cooperate in the orderly
winding-up of their relationship under this Contract
Order;
2.2.2. for a period not to exceed * days and subject to
the parties' mutual agreement as to the amounts of
the applicable charges, TELAC shall assist Sprint by
providing any Services set forth in this Contract
Order as requested by Sprint subject to payment (or
prepayment if requested by TELAC) by Sprint of the
charges applicable hereunder at the mutually agreed
upon amounts; and
2.2.3. both parties will coordinate the return or
destruction of Proprietary Information as provided in
Section 7 of the Master Agreement.
25
3. Services and Rates
3.1. TELAC shall provide Sprint with the following Services and Sprint shall
pay TELAC for such Services at the particular rates also identified.
3.1.1. TSR Services. "TSRs" are TELAC personnel that are designated
by TELAC to receive and respond to inbound telephone inquiries
from, and to initiate and conduct outbound telephone inquires
to, customers regarding Sprint programs and/or other products
or services and to perform other services mutually agreed
upon, including without limitation, data entry. this Contract
Order, TSRs shall include working supervisor TSRs. TELAC shall
provide the following "TSR Services":
3.1.1.1. TELAC's TSRs shall, pursuant to the terms of this
Contract Order, comply with all scripts (which may
include credit card verification procedures.)
3.1.1.2. * "Station Time" shall be the time that a trained TSR
is signed into the Rockwell Dialer/ACD system and is
ready and available to perform TSR Services and to
perform call wrap-up procedures.
*
If for any reason the TELAC automated
operating system that tracks Station Time is not
functioning or otherwise does not track Station Time,
then Station Time will be calculated manually by
TELAC, subject to Sprint's audit rights hereunder.
3.1.2. Training.
As used herein, "Trainee" shall mean TELAC TSRs and QDRs
needing Sprint Product training, and "Training" shall mean
training of Trainees with respect to the Services to be
provided by TELAC to Sprint hereunder, including without
limitation new programs and product training and new hire
training. Sprint shall reasonably determine the amount of
training required for any particular program or product. Any
training required above the designated amount shall not be
charged to Sprint. Sprint shall not be responsible to pay for
training of new TSRs that, as a result of turnover (not
attributable to Sprint), who are hired specifically to replace
previously trained TSRs. TELAC will inform Sprint in advance
on necessary Training.
26
3.1.2.1. *
3.1.3. Travel. TELAC will be reimbursed for travel, living, and other
expenses, outside the normal course of business if authorized
by Sprint in the Contract Order at reasonable and actual
costs. Travel and living expenses will not be reimbursed
unless they are in conformance with Sprint's travel
reimbursement policies and approved by Sprint in writing, as
set out in the Agreement.
3.2. Incentives.
TELAC shall, at its sole expense, pay TSRs and other TELAC personnel
performing services under this Contract Order monetary and/or
non-monetary incentives similar to those incentives offered directly by
TELAC (which are not reimbursed by any one person) to TELAC personnel
performing similar services for other similar TELAC clients. Such
incentive programs shall be designed to, among other things, reward
call handling efficiencies, quality and accuracy.
3.3. Bonus.
Sprint may, at Sprint's sole expense and discretion, offer and pay
monetary and/or non-monetary bonuses to TELAC for its performance of
Services under this Contract Order. While the parties recognize and
agree that Sprint may in its sole discretion modify and/or terminate
any such bonus programs, such modifications and/or terminations may not
be applied by Sprint retroactively to performance incentives previously
agreed to by the parties. Sprint agrees to make all bonus payments to
TELAC and shall not make direct payments of cash or other incentives
directly to TELAC personnel.
4. Invoicing
4.1. Invoices submitted by TELAC will describe the Services
rendered during the invoice period, will identify any other
authorized expenses incurred in the performance of Services
hereunder, and will make reference to the Master Agreement and
this Contract Order number. All invoices will be sent to the
following address or to such other address as designated by
Sprint in writing:
ORIGINAL: Sprint
00000 Xxxxxxxx
Xxxxxx, XX 00000
Attention: Finance
Phone: *
27
Fax: *
5. Staffing Levels
5.1. Sprint will provide to TELAC, at least * days in advance,
the projected hours, designated by language and environment,
as well as the Sales Per Hour, that Sprint wants TELAC to
provide during the coming calendar month.
6. Performance Standards
6.1. In performing the Services, TELAC agrees to meet the following
Performance Standards. Performance Standards may be modified
by mutual agreement of the parties. All Performance Standards,
as applicable, shall be measured on a weekly basis, as
described below. All Performance Standards shall be measured
at the Project level and not at the individual TSR level.
6.2. Performance Standard for Sales Per Hour (SPH) is to be defined
as number of "A"-Status sales per TSR station hour billed.
6.3. An "A" status sale shall represent an order that has achieved
a rating as an "active" (A-Status) account in Sprint's XXXX
system.
6.4. An "unconfirmed" sale shall represent an order that has been
canceled because of Sprint's verification processes, and must
not be subject to revocation by either the customer or the
local exchange company based on a claim that the order was
unauthorized. At minimum, verification will confirm the
following order information with the customer which placed the
order:
6.4.1. Order confirmed;
6.4.2. Confirmation that the customer was sold an
appropriate Sprint service;
6.4.3. Name, address and phone number confirmed;
6.4.4. Customer's understanding and willingness to pay local
exchange company PIC change charge confirmed.
6.5. The following minimum performance standards shall apply:
28
6.5.1. Outbound:
6.5.1.1. An "A"-Status SPH per TSR station hour as
defined by Sprint * days prior to each new
month. SPH may vary by program.
6.5.1.2. Unconfirmed sales must not exceed * of
total monthly sales.
6.5.2. Inbound:
6.5.2.1. Handle an average number of calls per TSR
station hour, as defined by Sprint in
writing * days prior to each new month.
Average handled per hour may vary by
program.
6.5.2.2. An "A"-Status close ratio as defined by
Sprint in writing * days prior to each new
month. Close ratios may vary by program.
6.5.2.3. Abandonment rate not to exceed * in any
month
6.5.2.4. Unconfirmed sales must not exceed * of
total monthly sales
6.6. TELAC and Sprint will review TELAC's performance under this
Contract Order in comparison to the Performance Standards at
least monthly and determine the priorities and plans for the
execution of future work. The reviews will be prepared in any
reasonable format to meet the needs of Sprint. TELAC and
Sprint will mutually agree on any changes to the Performance
Standards at this time.
29
7. Incorporation of Terms of Master Agreement
7.1. This Contract Order is entered into by the parties pursuant to
the Master Services Agreement, Xxxxxxxx Xxxxxx XX0000000. All
of the terms, provisions and conditions of the Master Services
Agreement are hereby incorporated herein and made a part
hereof as if such terms, provisions and conditions were fully
set forth in this Contract Order. By their execution and
delivery of this Contract Order, the parties hereby reaffirm
all of the terms, provisions and conditions of the Master
Services Agreement.
SIGNED
SPRINT/UNITED MANAGEMENT COMPANY TELEPHONE ACCESS, INC.
-------------------------------- -----------------------------
(Signature) (Signature)
-------------------------------- ------------------------------
(Print Name) (Print Name)
-------------------------------- ------------------------------
(Title) (Title)
--------------------------------- ------------------------------
(Date) (Date)
--------------------------------------------
* Confidential portion of Exhibit 10(s) that has been omitted and filed
separately with the Securities and Exchange Commission.
30
31
TELEPHONE ACCESS, INC.
CONTRACT ORDER NO. CK7113404
This Contract Order is issued pursuant to the Master Services Agreement (the
Agreement) number CM7113400 between Sprint/United Management Company, a Kansas
corporation ("Sprint"), with offices located at 0000 Xxxxxxx Xxxxxxx Xxxxxxx,
Xxxxxxxx Xxxxxx and Telephone Access, Inc. dba TELAC, a Delaware corporation
("TELAC"), with offices at located at 0000 Xxxxxxxxx Xxxx., Xxxxx 0000,
Xxxxxxxxx, XX, 00000.
Pursuant to this Contract Order and the terms of the Agreement, TELAC agrees to
supply and perform certain services related to the project as set out more fully
below, in consideration of the payment by Sprint at the rates set out.
This contract order is for a specific project within the market(s) defined by
Sprint as the Latino Market. The services TELAC will provide for this market
concentration will include Outbound and Inbound Sales, Loyalty, and Winback.
1. Project
1.1. Telephone Service Representatives (TSRs) employed by TELAC
shall receive or make calls on * numbers set up by Sprint
and attempt to sell Sprint's telecommunications services to
potential customers and to gather from potential customers
certain information reasonably requested by Sprint. TELAC
shall use Sprint's telecommunications network for all callers
on the 800 Numbers.
1.2. Outbound telemarketing is limited to 9:00 am to 9:00 pm local
time of destination of call, Monday through Sunday. No calls
made on legal holidays or on agreed upon traditional ethnic
holidays.
1.3. Sprint will provide leads, in sufficient quantity, on * track
magnetic tape or other mutually acceptable mediums.
1.4. TELAC shall provide a dedicated project manager at no cost to
oversee and manage the TSRs and to act as the primary contact
with Sprint.
1.5. TELAC shall make available to Sprint a dedicated work space
(with reasonable privacy and access to a telephone, analog
line and electrical outlets) on TELAC's premises for use by
Sprint's
32
project manager during reasonable visits to TELAC's premises.
TELAC may utilize such work space for other purposes when
Sprint's project manager is not visiting TELAC's premises.
1.6. TELAC shall provide, at no cost, at least one Quality
Development Representative "QDR" per * (defined as the TELAC
employee(s) who are responsible for quality development of the
services provided hereunder).
1.7. Supplier's QDRs will monitor each (TSR) at least once per
shift.
1.8. To the extent permitted by law and at Sprint's expense, Sprint
may remote monitor the TSRs.
1.9. Sprint will make E-mail available between Sprint and TELAC, at
no charge.
1.10. TELAC shall transmit orders to Sprint daily through mutually
agreed upon data transmission method.
1.11. TELAC shall provide terminals, telephones and any other
equipment necessary to bring connectivity to each desktop.
1.11.1. TELAC shall provision and support all TSR workstation
hardware for connection to Sprint owned *
controllers.
1.11.2. TELAC shall bear all costs associated with the
purchase and operation of the TSR workstations. Such
workstations shall be connected in a local area
network ("LAN") with sufficient security to prevent
unauthorized access to Sprint information, and have
at least the following characteristics:
*
1.11.3. TELAC phone equipment shall posses the ability to
display unique DNIS of incoming call to the
33
individual TSR workstation for specific script
adherence.
1.11.4. TELAC shall be responsible for the cost of all
facility telephone hardware and software. Sprint
shall provide Tl's and CSU's/DSU's. The CSU/DSU will
be the Sprint Demarc.
1.11.5. TELAC shall be responsible for all voice connections
and equipment past the CSU/DSU.
1.11.6. TELAC shall provide controllers, * cards and *
software to connect to Sprint's AS400 computer.
1.11.7. TELAC shall provide compatibility with Sprint's
network routing product for acceptance of inbound
overflow calls.
1.12. Supplier shall provide the following written reports to
Sprint:
1.12.1. Daily Sales Report (format provided by Sprint).
1.12.2. Weekly and monthly sales forecasts, planned sales
activities reports.
1.12.3. Customer complaints and disposition, as required.
1.12.4. A monthly reconciliation of work done on the lead
lists is to be sent to Sprint no later than the fifth
workday after the end of the preceding month. This
reconciliation needs to be program specific.
1.13. Supplier will transmit all sales within * hours, and will
transmit sales on-line or batch daily. Supplier will transmit
a minimum of * of all outbound orders using the on-line
verification transfer process.
1.14. If a customer requests information Supplier will provide that
customer's name, address, phone number, and type of
information the customer wants within * hours of the request
to Sprint for fulfillment.
1.15. Sprint will verify all sales transmitted within * hours.
After * hours, if Sprint cannot contact the customer the sale
will go to
34
the ballot letter verification process, if applicable. Sprint
will make no less than * contact attempts in the * hour
window. If any unusual circumstances exist with the account
that will affect Sprint's ability to verify the account within
the 48 hour window, that information must be noted in the note
field on the sale transmission by Supplier. Supplier shall
comply with Sprint's direction on the order in which leads or
prospects supplied by Sprint should be contacted. Supplier
will have the ability to target leads by time zone.
1.16. Supplier may make no more than * attempts to contact
prospective leads supplied by Sprint. Additionally, Supplier
may only contact customers once, unless specifically requested
by the customer, or in the event a second contact is required
to ensure the quality of the sale.
2. Term
2.1. The initial Term of this Contract Order shall commence on
January 1, 1997 and end on June 30, 1999. Unless one of the
Parties gives notice to the other of its intent to either
renegotiate or terminate this Contract Order at least * days
prior to the end of the initial Term or any successive Term,
this Contract Order shall be automatically renewed for a Term
of twelve months.
2.2. Upon the expiration of the Term or earlier termination of this
Contract Order:
2.2.1. both parties shall cooperate in the orderly
winding-up of their relationship under this Contract
Order;
2.2.2. for a period not to exceed * days and subject to the
parties' mutual agreement as to the amounts of the
applicable charges, TELAC shall assist Sprint by
providing any Services set forth in this Contract
Order as requested by Sprint subject to payment (or
prepayment if requested by TELAC) by Sprint of the
charges applicable hereunder at the mutually agreed
upon amounts; and
2.2.3. both parties will coordinate the return or
destruction of Proprietary Information as provided in
Section 7 of the Master Agreement.
35
3. Services and Rates
3.1. TELAC shall provide Sprint with the following Services and Sprint shall
pay TELAC for such Services at the particular rates also identified.
3.1.1. TSR Services.
"TSRs" are TELAC personnel that are designated by TELAC to
receive and respond to inbound telephone inquiries from, and
to initiate and conduct outbound telephone inquires to,
customers regarding Sprint programs and/or other products or
services and to perform other services mutually agreed upon,
including without limitation, data entry. this Contract Order,
TSRs shall include working supervisor TSRs. TELAC shall
provide the following "TSR Services":
3.1.1.1. TELAC's TSRs shall, pursuant to the terms of this
Contract Order, comply with all scripts (which may
include credit card verification procedures.)
3.1.1.2. * "Station Time" shall be the time that a
trained TSR is signed into the Rockwell Dialer/ACD
system and is ready and available to perform TSR
Services and to perform call wrap-up procedures.
*
If for any reason the TELAC automated
operating system that tracks Station Time is not
functioning or otherwise does not track Station Time,
then Station Time will be calculated manually by
TELAC, subject to Sprint's audit rights hereunder.
3.1.2. Training. As used herein, "Trainee" shall mean TELAC TSRs and
QDRs needing Sprint Product training, and "Training" shall
mean training of Trainees with respect to the Services to be
provided by TELAC to Sprint hereunder, including without
limitation new programs and product training and new hire
training. Sprint shall reasonably determine the amount of
training required for any particular program or product. Any
training required above the designated amount shall not be
charged to Sprint. Sprint shall not be responsible to pay for
training of new TSRs that, as a result of turnover (not
attributable to Sprint), who are hired specifically to replace
previously trained TSRs. TELAC will inform Sprint in advance
on necessary Training.
36
3.1.2.1. *
3.1.3. Travel. TELAC will be reimbursed for travel, living, and other
expenses, outside the normal course of business if authorized
by Sprint in the Contract Order at reasonable and actual
costs. Travel and living expenses will not be reimbursed
unless they are in conformance with Sprint's travel
reimbursement policies and approved by Sprint in writing, as
set out in the Agreement.
3.2. Incentives.
TELAC shall, at its sole expense, pay TSRs and other TELAC personnel
performing services under this Contract Order monetary and/or
non-monetary incentives similar to those incentives offered directly by
TELAC (which are not reimbursed by any one person) to TELAC personnel
performing similar services for other similar TELAC clients. Such
incentive programs shall be designed to, among other things, reward
call handling efficiencies, quality and accuracy.
3.3. Bonus.
Sprint may, at Sprint's sole expense and discretion, offer and pay
monetary and/or non-monetary bonuses to TELAC for its performance of
Services under this Contract Order. While the parties recognize and
agree that Sprint may in its sole discretion modify and/or terminate
any such bonus programs, such modifications and/or terminations may not
be applied by Sprint retroactively to performance incentives previously
agreed to by the parties. Sprint agrees to make all bonus payments to
TELAC and shall not make direct payments of cash or other incentives
directly to TELAC personnel.
4. Invoicing
4.1. Invoices submitted by TELAC will describe the Services
rendered during the invoice period, will identify any other
authorized expenses incurred in the performance of Services
hereunder, and will make reference to the Master Agreement and
this Contract Order number. All invoices will be sent to the
following address or to such other address as designated by
Sprint in writing:
ORIGINAL: Sprint
00000 Xxxxxxxx
Xxxxxx, XX 00000
Attention: Finance
Phone: *
37
Fax: *
5. Staffing Levels
5.1. Sprint will provide to TELAC, at least * days in advance,
the projected hours, designated by language and environment,
as well as the Sales Per Hour, that Sprint wants TELAC to
provide during the coming calendar month.
6. Performance Standards
6.1. In performing the Services, TELAC agrees to meet the following
Performance Standards. Performance Standards may be modified
by mutual agreement of the parties. All Performance Standards,
as applicable, shall be measured on a weekly basis, as
described below. All Performance Standards shall be measured
at the Project level and not at the individual TSR level.
6.2. Performance Standard for Sales Per Hour (SPH) is to be defined
as number of "A"-Status sales per TSR station hour billed.
6.3. An "A" status sale shall represent an order that has achieved
a rating as an "active" (A-Status) account in Sprint's XXXX
system.
6.4. An "unconfirmed" sale shall represent an order that has been
canceled because of Sprint's verification processes, and must
not be subject to revocation by either the customer or the
local exchange company based on a claim that the order was
unauthorized. At minimum, verification will confirm the
following order information with the customer which placed the
order:
6.4.1. Order confirmed;
6.4.2. Confirmation that the customer was sold an
appropriate Sprint service;
6.4.3. Name, address and phone number confirmed;
6.4.4. Customer's understanding and willingness to pay local
exchange company PIC change charge confirmed.
6.5. The following minimum performance standards shall apply:
38
. 6.5.1. Outbound:
6.5.1.1. An "A"-Status SPH per TSR station hour as
defined by Sprint * days prior to each new
month. SPH may vary by program.
6.5.1.2. Unconfirmed sales must not exceed * of
total monthly sales.
6.5.2. Inbound:
6.5.2.1. Handle an average number of calls per TSR
station hour, as defined by Sprint in
writing * days prior to each new month.
Average handled per hour may vary by
program.
6.5.2.2. An "A"-Status close ratio as defined by
Sprint in writing * days prior to each
new month. Close ratios may vary by program.
6.5.2.3. Abandonment rate not to exceed * in any
month
6.5.2.4. Unconfirmed sales must not exceed * of
total monthly sales
6.6. TELAC and Sprint will review TELAC's performance under this
Contract Order in comparison to the Performance Standards at
least monthly and determine the priorities and plans for the
execution of future work. The reviews will be prepared in any
reasonable format to meet the needs of Sprint. TELAC and
Sprint will mutually agree on any changes to the Performance
Standards at this time.
39
7. Incorporation of Terms of Master Agreement
7.1. This Contract Order is entered into by the parties pursuant to
the Master Services Agreement, Xxxxxxxx Xxxxxx XX0000000. All
of the terms, provisions and conditions of the Master Services
Agreement are hereby incorporated herein and made a part
hereof as if such terms, provisions and conditions were fully
set forth in this Contract Order. By their execution and
delivery of this Contract Order, the parties hereby reaffirm
all of the terms, provisions and conditions of the Master
Services Agreement.
SIGNED
SPRINT/UNITED MANAGEMENT COMPANY TELEPHONE ACCESS, INC.
-------------------------------- ------------------------------
(Signature) (Signature)
-------------------------------- ------------------------------
(Print Name) (Print Name)
-------------------------------- ------------------------------
(Title) (Title)
--------------------------------- ------------------------------
(Date) (Date)
---------------------------------------------
* Confidential portion of Exhibit 10(s) that has been omitted and filed
separately with the Securities and Exchange Commission.
