EXHIBIT 10.9
CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE
BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.
SERVICES AGREEMENT
BETWEEN
AT&T WIRELESS SERVICES, INC.
AND
PHASE 2 SOLUTIONS, INC
Contract No. __________________
AT&T WIRELESS CONFIDENTIAL & PROPRIETARY
Use pursuant to Company instructions
SERVICES AGREEMENT
This Services Agreement ("Agreement"), dated as of the 2nd day of January, 2004
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(the "Effective Date") is made between AT&T Wireless Services, Inc., a Delaware
corporation, for itself, AWS Companies, and as agent for its operating
subsidiaries ("AWS"), and Phase 2 Solutions, Inc located at 0000 X. Xxxxxxxx,
Xxxxx 000, Xxxxxxxxxx, XX 00000, an Arizona corporation ("Provider").
In consideration of the mutual promises, covenants and agreements contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, hereby agree as follows:
1. Definitions.
As used in this Agreement, the following terms will have the meanings set forth
below:
A. "Arbitration Demand Notice" is defined in Section 18.3 of this Agreement.
B. "AWS Company or AWS Companies" means any entity that controls or is
controlled by, directly or indirectly, or is under common control with AWS,
where "control" and "controlled by" means the possession of the power to
influence the management and policies of such entity, whether through the
ownership of voting stock of such entity, by contract or otherwise.
C. "AWS Property" means physical and non-physical property, including
software, hardware, networks, IT systems and network connectivity.
D. "AWS Vendor Manager" means the individuals at AWS that are responsible for
managing the day to day operations of the work.
E. "Change Order" "means a written instrument prepared and signed by an
authorized representative of AWS and Provider stating their agreement upon
all of the following: (a) a change in the Work; and (b) the amount of the
adjustment in the compensation, if any.
F. "Compensation" means the amount AWS agrees to pay Provider for Services as
set forth in Exhibit B or the applicable Work Order.
G. "Competitive Service Entity" means a commercial mobile radio
telecommunications system provider that is a competitor to AWS.
H. "Deliverables means all inventions, discoveries, ideas, (whether patentable
or not), and all works and materials, including but not limited to
products, devices, computer programs, source codes, designs, files,
specifications, texts, drawings, processes, data or other information and
documentation and all rights incident thereto, in preliminary or final
form, and that are produced or developed (whether by Provider or its
employees, agents or contractors, and whether completed or in-progress)
pursuant to this Agreement.
I. "Force Majeure" means any act of God, strikes, lockouts or other industrial
disturbances, acts of the public enemy, acts of terrorism, wars, blockades,
insurrections, riots, epidemics, landslides, lightning, earthquakes, fires,
storms, floods, washouts, arrest and restraints of governments and people,
civil disturbances, and explosions.
J. "Indemnified Party or Indemnified Parties" means AWS, AWS Company, AWS
Partners and their respective directors, officers, employees, agents,
successors and assigns.
K. "Intellectual Property Rights" means any rights in any jurisdiction in the
world under any patents (including any application, registration,
extension, reexamination, reissue, continuation, or renewal patents),
copyrights (including any application, registration or renewal thereof),
mask work rights, trade secrets, trademarks (including any applications,
registrations and the goodwill associated therewith), service marks, trade
secret rights, trade dress, moral rights, or foreign equivalents of the
foregoing, and any other proprietary rights of any nature.
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L. "Marks" is defined in Section 21.2 of this Agreement.
M. "Nondisclosure Agreement" is defined in Section 16 of this Agreement.
N. "Persistent Connection" means connectivity achieved through a persistent
physical or logical connection (such as a virtual private network or a
frame relay connection).
O. "Pre-Existing Materials" is defined in Section 15.2 of this Agreement.
P. "Proprietary Materials" means all inventions, discoveries and ideas
(whether patentable or copyrightable or not), and all works and materials,
including but not limited to, products, tools, devices, computer programs,
source codes, processes, procedures, texts, designs, drawings,
documentation, engineering materials, specifications, data or other
information, in preliminary or final form, and on any media whatsoever
owned or controlled (by license or otherwise) by a party.
Q. "Services" means the services Provider will perform for AWS as described in
Exhibit A including any statement of work ("Statement of Work") as
described in Exhibit A Work Order.
R. "SSL" means secure socket layer protocol.
S. "Teleservices" means inbound and outbound call center services including,
without limitation, customer care, warranty exchange, sales, receivables,
activations and data entry.
T. "Term" is defined in Section 5 of this Agreement.
U. "Work" means the Services provided or to be provided by Provider to fulfill
Provider's obligations under the Agreement.
V. "Work Order ( or "Statement of Work")" means, for each project, the
specific written description of the Work to be performed by Provider and
the specific terms pursuant to which a particular Service will be provided
hereunder.
2. The Services.
2.1 Services. Provider will perform the Services described in Work Orders
(or Statement of Work documents) in accordance with the terms and
conditions of this Agreement. Provider will perform the Services in a
professional, workmanlike manner in compliance with all federal, state and
local laws and all standards and rules reasonably established by AWS from
time to time. Unless otherwise agreed by AWS in writing, Provider (a) will
provide all equipment and supplies necessary or appropriate to perform the
Services; and (b) will not subcontract any Services without AWS' prior
written approval. This Agreement does not grant Provider an exclusive right
or privilege to sell or otherwise provide to AWS any or all of the Services
which AWS may require and AWS may, without limitation, contract with any
third-party for the acquisition of comparable Services. Provider agrees
that purchases of Services by AWS under this Agreement will neither
restrict the right of AWS to cease purchasing Services, nor require AWS to
continue any level of such purchases of Services and that estimates or
forecasts furnished by AWS will not constitute commitments. AWS makes no
guarantee it will purchase any Services under this Agreement.
2.2 Materials. If AWS provides materials or equipment for Provider's use in
performing the Services, it will be specified in the particular Work Order
or Statement of Work. Provider will be liable for any loss or damage, other
than ordinary wear and tear, to AWS Property in Provider's possession or
control. In the event of any such loss or damage, Provider will pay AWS the
full current replacement cost of such equipment or AWS Property within
thirty (30) days after its loss or damage.
2.3 Work Order (or Statement of Work) During the term of this Agreement,
AWS may authorize Provider to perform Work for AWS as specified in Work
Orders or Statement of Work documents mutually agreed to by the parties.
Provider will perform the Work in accordance with the terms of the Work
Order or Statement of Work and this Agreement. Absent a valid Work Order or
Statement of Work, Provider is not obligated nor authorized to perform Work
for AWS and AWS is not obligated nor authorized to compensate Provider,
unless the parties mutually agree otherwise, in writing.
Provider agrees to perform all Work specified in the Orders in accordance
with the terms and conditions therein and meet all interim deadlines as
agreed by the parties. The Work must be performed to the reasonable
satisfaction of
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AWS, must be performed in accordance with the standards set forth in this
Agreement and must be performed in accordance with the applicable Work
Order or Statement of Work instructions. In return for the Work performed
by Provider, Provider is compensated at the rates set forth in each Work
Order or Statement of Work.
To be valid, all Work Orders and/or Statement of Work documents must be in
writing and contain the information set out below.
a) The incorporation, by reference, of this Agreement;
b) A description of the Work to be performed by Provider;
c) A description of the materials to he delivered by AWS;
d) Time periods or other such schedules for the performance of
the Work;
e) Quality or performance metrics;
f) The compensation provisions and schedule of payments;
g) The appropriate signatures of the authorized representatives
of AWS and Provider;
h) Reports to be furnished by Provider to AWS;
i) Forecasting process;
j) Training;
k) Systems and telecommunications requirements; and
I) Any other applicable terms.
Work Orders or Statement of Work documents constitute the only authorization for
Provider to take any action or expend any money on behalf of AWS, unless
otherwise agreed to in writing by the parties. Provider acknowledges and agrees
that Work cannot begin unless and until an authorized representative of each of
the parties properly executes a Work Order or Statement of Work. All Work Orders
and/or Statements of Work and other written agreements executed under this MSA
are subject to the terms and conditions of this Agreement including any
amendments thereto. Upon the expiration of the term stated in the Work Order,
Statement of Work or other writing signed by both parties, and unless otherwise
stated in each Work Order, Statement of Work or other writing signed by both
parties , the Work Order, Statement of Work or other writing signed by both
parties continues in effect on a month-to-month basis until terminated in
accordance with the terms of this Agreement. AWS will furnish Provider with any
information relevant to the Work to be performed tinder this Agreement. Any
information provided by AWS to Provider in this regard is Confidential
Information. Upon expiration or upon termination of this Agreement, Provider
must return to AWS all information furnished by AWS or Deliverable developed by
Provider on AWS' behalf.
AWS and Provider agree to meet with each other as needed, but not less than
quarterly and at their own expense to discuss planning and review progress of
the Work described in this Agreement.
3. Compensation.
AWS agrees to pay Provider the Compensation for the Services as defined in each
individual Work Order Or Statement of Work. All costs, expenses, charges, fees
or allocations of any kind, which may be due to Provider for the provision of
the Services, are included in the Work orders and/or Statements of Work.
4. Invoicing and Payment.
4.1 Invoice Submission. Provider will submit invoice(s) to AWS Accounts
Payable at the following address and AWS' project manager in strict
accordance with this Agreement.
AT&T Wireless Accounts Payable
X.X. Xxx 00000
Xxxxxxx Xxxxxxx, XX 00000-0000
4.2 Invoice Information. AWS will only be obligated to pay invoices
containing the following information:
a) invoice number,
b) Services and deliverables provided,
c) quantity and price of each line item,
d) sales tax, as applicable,
e) final total cost,
f) any work product created during the invoice period.
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Provider must submit all invoices to AWS within six (6) months after the
date the Services, Deliverables or goods covered by the invoice were
supplied to AWS. AWS will not pay and will not be responsible for any
invoices submitted after the expiration of this date.
In the event of a disputed invoice, AWS will pay the entire undisputed
amount of the invoice and include with the payment sufficient written
detail concerning the amount in dispute. AWS and Provider will use their
good faith efforts to reconcile the dispute within sixty (60) days of the
invoice date. To the extent AWS pays the entire invoice, in the event of a
dispute, AWS reserves the right to challenge and obtain reimbursement for
the disputed amount.
4.3 Sales and Use Taxes.
Unless otherwise agreed by the parties, all prices for products and
services are exclusive of sales tax, use tax, withholding tax, duties,
charges and any other taxes or similar levies imposed by any governmental
authority. Except for taxes based on Provider's gross receipts or net
income, AWS will reimburse Provider for all applicable taxes that arise in
any jurisdiction as a result of the transactions contemplated herein
including, without limitation, all sales, use, value added, consumption,
gross receipts (other than in lieu of net income tax), excise, stamp or
transfer taxes, duties and fees (collectively "Transaction Taxes"), however
designated. Transaction Taxes should be indicated as separate line items on
invoices presented to AWS either at the time an invoice is prepared for
products and services or on a supplemental invoice. Should Transaction
Taxes be invoiced on a supplemental invoice. AWS agrees to remit such taxes
provided an invoice is presented within sixty days of the date of the
original invoice. AWS specifically disclaims any liability for payment of
Transaction Taxes not invoiced within such sixty-day period.
For any products or services being purchased under this contract that AWS
determines, in good faith, to be exempt from applicable Transaction Taxes,
AWS agrees to provide Provider with a timely and complete exemption
certificate, should one be required by the taxing jurisdiction. Further,
AWS agrees to provide the appropriate exemption certificate to Provider
within forty-five days of AWS' receipt of an invoice for the products
and/or services purchased. Except as otherwise provided above, should
Supplier be required to pay any levies and/or fines, penalties or
assessments as a result of AWS' failure to comply with any applicable laws
or regulations governing payment of such levies or as a result of AWS'
failure to comply with any provision of this Agreement, the amount of any
payments so made, plus any interest, fines, or penalties levied thereon,
shall be promptly reimbursed by AWS upon submission of Supplier's invoice
thereof.
4.4 Payment. AWS will pay the undisputed amount of Provider's invoice in
full within forty-five (45) days of its receipt. Provider will issue
invoice(s) as defined in any applicable Work Order or Statement of Work
hereto, during the term of this Agreement.
5. Term.
Except for any applicable Exhibit, Work Order or Statement of Work attached
hereto, the term of this Agreement will commence on the Effective Date and,
unless otherwise terminated pursuant to Section 17 "Termination", will continue
into perpetuity ("Term").
6. Relationship of Parties.
Provider will perform the Services as an independent contractor, and this
Agreement will not be construed to create a partnership, joint venture or
employment relationship between Provider and AWS. Provider will not represent
itself to be an employee or agent of AWS or enter into any agreement on AWS'
behalf or in AWS' name. When providing Teleservices under this Agreement,
Provider must divulge its legal name and the nature of the relationship between
Provider and AWS. Provider will retain full control over the manner in which it
performs the Services and full control over the employment, direction,
compensation and discharge of all persons assisting it in performing the
Services. Provider and its employees will not be entitled to workers'
compensation, disability, retirement, insurance, stock options or any other
benefits afforded to employees of AWS. Employees or agents of Provider will in
no event be deemed to be employees or agents of AWS. Provider has not paid and
will not be required to pay any franchise fee or other fee to be a Provider for
AWS or to use AWS' name or other intellectual property. This Agreement does not
create any franchise between the parties.
6.1 Provider Employees Removal. In the event that any of Provider's
personnel performing Services under this Agreement are found to be
unacceptable to AWS due to AWS' reasonable belief that such Provider
personnel is/are not qualified to perform or is/are not performing the
Services as required under this Agreement, AWS will notify Provider. Upon
such notice, Provider and AWS will use appropriate measures to rectify the
situation, which may include the removal of said Provider personnel.
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6.2 Provider Personnel Information. In order to satisfy physical and
network security requirements for AWS, which may include both issuance of a
building access badge and picture ID badge to Provider personnel, Provider
and/or its personnel agree to provide any and all personal information
required by the AWS security department. This information includes, but is
not limited to, social security numbers. Provider personnel will not be
authorized to perform Services for AWS if Provider personnel refuse to
provide any and all information necessary to complete the process of
issuing a badge or acquiring network access. AWS will not be required to
pay Provider for the time spent trying to acquire a badge or network access
for Provider personnel while on premises at AWS.
Provider is responsible for notifying the AWS project manager of all
Provider information related to new hires, termination or changes in
information. This includes but is not limited to starting date, end date
and location changes.
7. Exclusivity.
Provider agrees that if it performs Teleservices for a Competitive Service
Entity, it will perform AWS' Work in a dedicated environment in accordance
with the following requirements:
o Seats in the call center where the Teleservices performed for AWS
must be physically separate from Teleservices performed for
Competitive Service Entities.
o Provider must maintain separate management structures for AWS
Work and Competitive Service Entities.
o Provider must physically segment AWS' Confidential Information
from all other clients' confidential data.
Provider's personnel who are involved in Teleservices Work for AWS must not
be used to "jump start" telemarketing programs for Competitive Service
Entities for a minimum of six (6) months following their completion of Work
covered by this Agreement. Notwithstanding the foregoing, the "jump start"
restriction shall not apply if (i) a sustained and material decrease in
AWS' volumes occurs which necessitates a material decrease in headcount
assigned to AWS' Work, or (ii) the parties otherwise mutually agree in
writing.
8. Safety
Provider Responsibility Provider is solely responsible for the conduct,
safety, and health of its employees, agents, subcontractors, and others
performing the Services under this Agreement, and any impact Provider may
have on the public in Provider's performance of the Services under this
Agreement. Provider represents that information provided to AWS with regard
to the safe conduct of its business, if requested by AWS, is accurate and
complete. Further, Provider will notify AWS immediately upon any change in
such information. Provider will comply with all applicable federal, state
and local safety laws and regulations and AWS policies including training,
posting, inspection and reporting requirements. These requirements include,
but are not limited to, posting of required Material Safety Data Sheets;
labeling, handling, transporting, storing and disposing of any hazardous
materials; training of all personnel regarding safety practices, and any
hazards identified; inspection of work sites for any unsafe conditions and
prompt correction of any such conditions identified. Provider's failure to
comply with this Section constitutes a material breach of this Agreement,
and without limitation to other remedies, subjects Provider to all rights
and remedies available to AWS under law and equity, including but not
limited to, immediate termination of this Agreement.
8.1 Notification to State and Federal Agencies and AWS. Provider is
responsible for notifying appropriate state and federal agencies within at
least four (4) hours of an incident resulting in any injuries, fatalities
or property and/or environmental damage required to be reported by
applicable laws or regulations. Federal OSHA plan states require
notification within eight (8) hours, but some state plan states require
notification within four (4) hours. Additionally, some state environmental
agencies require notification within fifteen (15) minutes. Provider will
also deliver an incident report within at least four (4) hours and Accident
Investigation Report within ten (10) business days to both the AWS project
manager and AWS Risk Management (PO Xxx 00000 Xxxxxxx, XX 98073-9761). In
addition, Provider must verbally report to 0-000-000-0000 within four (4)
hours of any event or occurrence involving any injury, fatality or property
and/or environmental damage reportable under any applicable law or
regulation. Provider is not authorized to allow access to AWS work sites
for inspection by any governmental agency such as OSHA or EPA without the
prior written approval of AWS.
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9. Indemnity.
Provider will indemnify, defend and hold harmless each indemnified part from and
against all losses, demands, claims, damages, expenses, judgments or
liabilities, including costs, attorneys' fees, taxes, fines, penalties, interest
or other awards, that may be imposed on, incurred by or asserted against any
Indemnified Party as a result of any claim arising from or in connection with
(i) Products supplied, Services performed and/or Deliverables provided pursuant
to this Agreement; (ii) Provider's breach or failure to fulfill any of the terms
and conditions of this Agreement, whether due to Provider's acts or failure to
act; (iii) any claims by Provider's employees for wages, salaries, fringe
benefits and other compensation and Provider's failure to pay all wages,
salaries, fringe benefits and other compensation of or claimed by Provider
employees including, without limitation, contributions to any employee benefit,
medical or savings plan and all payroll taxes with respect to such employees
including, without limitation, the withholding of all federal, state and local
income taxes, PICA, unemployment taxes and all other payroll taxes; (iv) the
alleged infringement of any intellectual Property Rights or any other
proprietary right; or (v) any wrongful or unlawful act or omission on the part
of Provider, its employees, agents or subcontractors. To the extent of the
indemnification provided in this Agreement, Provider expressly waives its
immunity under applicable industrial insurance laws with respect to injuries or
death suffered by Provider's personnel.
Provider agrees that in the event any of Provider's employees assert any form of
ownership or other rights in any Deliverables or Intellectual Property, then
Provider will defend, indemnify and hold harmless AWS from and against any and
all losses, damages, costs, expenses, liabilities, claims, actions and lawsuits
(including without limitation consultant, attorney and other legal fees) that
may be asserted against, incurred or suffered by, imposed on, or awarded against
AWS arising out of or in connection with any allegation, threat, demand or claim
(or settlement thereof) of such ownership or rights.
Provider agrees to defend any Indemnified Party, at AWS' request, with counsel
acceptable to AWS, against any claim. demand or suit for which Provider has
agreed to indemnify such Indemnified Party. The Indemnified Party may, at its
option, conduct the defense in any such claim, demand or suit, and Provider
agrees to cooperate fully with such defense. Provider will reimburse any
Indemnified Party for any and all reasonable costs, expenses, or attorneys' fees
incurred by the Indemnified Party in the defense of any claim or potential claim
for which indemnification may be sought under this Agreement. Such reimbursement
will occur in advance of the final disposition of the claim or potential claim
and within thirty (30) days of a request for reimbursement. AWS agrees to notify
Provider within a reasonable time of any written claims or demands against
Indemnified Party for which Provider is responsible under this Section. AWS'
failure to notify Provider on a timely basis will not excuse Provider from its
obligations hereunder if Provider has not been prejudiced thereby. Provider may
not compromise or settle any such action, suit, proceeding, claim or demand
without the prior written consent of AWS, which consent may not be unreasonably
withheld.
Nothing in this Agreement will prevent immediate resort by AWS to a court of
competent jurisdiction to enforce its rights under this Section.
10. Performance Metrics, Reports and Reviews and Liquidated Damages
10.1 Service Levels. All Service Level requirements are set forth in the
applicable Work Order and/or Statement of Work ("Service Levels").
10.2 Liquidated Damages. Provider acknowledges that its failure to comply
with the Service Levels set forth in the applicable Work Order and/or
Statement of Work placed pursuant to this Agreement will cause material
adverse affects and serious damage to AWS and on account of the great
difficulty if not impossibility of ascertaining and proving the amount of
such damage, Provider agrees to pay to AWS, as liquidated damages sustained
by AWS resulting from such delay or non-performance, and not as a penalty,
the amounts set forth in the applicable Work Order or Statement of Work.
AWS will have the right to offset amounts owed to it as liquidated damages
under this clause against any amounts owed to Provider under this
Agreement, under any orders placed pursuant to this Agreement.
10.3 Performance Reviews. Representatives of Provider and AWS will meet as
often as may be reasonably requested by either party, but no less often
than once each calendar quarter, to review Provider's performance of
Services under this Agreement and to discuss technical plans, financial
matters, system performance, service levels and for any other matters
related to this Agreement that may be reasonably requested by either party.
Provider will implement the necessary measurement and monitoring tools and
procedures required to measure and report its performance of the Services
against the applicable service levels. Such measurement and monitoring
shall permit reporting at a level of detail sufficient to verify compliance
with the service levels and shall be subject to audit by AWS. Provider will
provide AWS with information and access to such tools and procedures upon
request for
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purposes of verification. Provider and AWS will meet at least monthly to
review forecasts and other operational details for Services.
11. Provider's Representations and Warranties.
Provider represents and warrants that:
11.1 Compliance With Laws. Provider will: (i) comply with all federal,
state, and local laws, ordinances, regulations and orders, including, but
not limited to, all laws prohibiting harassment or discrimination of any
kind in the workplace and laws relating to health, safety and the
environment and, as applicable, laws applicable to Federal Contractors with
respect to its performance under this Agreement, all FCC rules, regulations
and tariffs, the Federal Trade Commission Telemarketing Sales Rule, 16 CFR
310, including without limitation, Provider's obligation to refrain from
abusive telemarketing practices, to make all required disclosures as set
forth in 16 CFR 310.4, and to maintain accurate and complete records of
Provider's telemarketing activities relating to AWS and otherwise, as set
forth in 16 CFR 310.5; (ii) file all required reports relating to such
performance (including, without limitation, tax returns); (iii) pay all
filing fees and federal, state and local taxes and government assessments
applicable to Provider's business as the same become due; (iv) pay all
amounts required under local, state and federal workers' compensation acts,
disability benefit acts, unemployment insurance acts and other employee
benefit acts when due; (v) maintain in effect during the Term of this
Agreement any and all federal, state and local licenses and permits which
may be required of Provider to conduct its business, and obtain all
permits, including, but not limited to, fire and environmental necessary
under this Agreement. Provider will provide AWS with such documents and
other supporting materials as AWS may reasonably request to evidence
Provider's continuing compliance with this Section. AWS will not be
responsible for any of the payments, obligations, taxes or benefits set
forth in this Section.
11.2 Federal Contractor Compliance. Provider represents and warrants that
no portion of the work required by this Agreement will be performed in a
facility listed on the Environmental Protection Agency's ("EPA's") List of
Violating Facilities on the date this Agreement was awarded unless and
until the EPA eliminates the facility from that listing.
Provider is aware that AWS is a federal contractor, and as such, AWS is
required to comply with the following federal regulations: (1) Section
713(b)(1) of Title VII of the Civil Rights Act of 1973, 29 CFR 1608, as
implemented by Federal Acquisition Regulation (FAR) 52.222-26, Equal
Opportunity, which includes compliance with the provisions of Executive
Order (E.O.) 11246, Affirmative Action Guidelines; (2) Section 402 of the
Vietnam Era Veterans Readjustment Act, as implemented by FAR 52.222-35,
Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam
Era, and Other Eligible Veterans; (3) the Americans with Disabilities Act,
as implemented by FAR 52.222-36, Affirmative Action for Workers with
Disabilities; (4) the Small Business Act, as amended, and as implemented in
FAR 52.219-8. Utilization of Small Business Concerns, and FAR 52.219-9,
Small Business Subcontracting Plan; and (5) the Service Contract Act of
1965, as amended, as implemented in FAR 52.222-41, Service Contract Act,
and all the associated federal and state law. To the extent this Agreement
is subject to such provisions, the provisions set forth are incorporated
herein by reference and Provider will comply with these obligations and
must identify itself as compliant and incorporate similar requirements as
part of every contract, subcontract, agreement, and/or purchase order it
executes under this Agreement.
11.3 Union Activities. Provider is not a party to any existing union
contract that purports to obligate AWS to the union, either as a successor
or assignee of Provider, or in any other way.
11.4 Deliverables. The Deliverables, including any Provider Proprietary
Materials included therein, and the exercise by AWS of its rights hereunder
with respect to such items, will not infringe upon, violate or
misappropriate any Intellectual Property Right, contract or other
proprietary right or interest of any third party.
11.5 Other Agreements. Provider's execution, delivery and performance of
this Agreement will not violate any employment, nondisclosure,
confidentiality, consulting or other agreement to which Provider is a party
or by which it may be bound.
11.6 Performance Standards. Provider will adhere to the highest ethical and
business standards and will perform the Services in a professional and
workmanlike manner in accordance with applicable professional standards.
11.7 Copy/Virus Protection. Provider warrants there will be no undisclosed
copy protection or similar mechanisms within any Deliverables and any
updates, upgrades, or new releases of such Deliverables, as delivered by
Provider to AWS, that will either now or in the future, interfere with the
use of the Deliverables. No Deliverables
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will, as delivered to AWS, contain any code or means designed to cause the
Deliverables to damage or destroy data, code, the Deliverables, firmware,
or hardware or any undisclosed means that cause the Deliverables to lock up
or cease to operate. Provider has removed any and all viruses, Trojan
horses, trap doors, back doors, caster eggs, worms, time bombs, cancelbots,
software locks, drop dead devices or other computer programming routines
that are intended to damage, detrimentally interfere with, surreptitiously
intercept or expropriate any system, data or personal information or which
would render inaccessible or impair in any way the operation of any
software or hardware or data which the software is designed to process or
use, or any other hardware, software or data attached to, resident on, or
accessible to the system on which the software is executed or stored.
11.8 Non-solicitation. AWS discourages contractors from offering gifts,
entertainment or other forms of remuneration to AWS' employees or
suppliers. If Provider is approached or solicited in any manner by an AWS
employee for a bribe, kick-back or other form of personal remuneration or
gain, gift or entertainment in exchange for AWS business, Provider will
contact AWS Business Security Department immediately at 0-000-000-0000.
Provider agrees that failure to report such solicitation to AWS Business
Security or Provider's participation in such solicitation constitutes a
material breach of this Agreement, and without limitation to other
remedies, subjects Provider to all rights and remedies available to AWS
tinder law and equity including, but not limited to, immediate termination
of this Agreement.
11.9 Computer Equipment. Any laptop, computer or other electronic device
provided by Provider for use in connection with the Services will he
configured to current AWS standards and requirements. Each electronic
device must have anti-virus software at least as protective as the version
currently being used by AWS and must not have any personal firewalls,
hacking or other destructive tools loaded. Provider will not use, seek or
obtain any unauthorized access to the AWS network.
11.10 Performance Warranty. Provider will perform the Services with all due
care and skill and in a competent, workmanlike and professional manner that
is (i) expected of a company experience in performing services of the
scope, type and complexity of the Services, and (ii) consistent with the
practices and standards found in the industry.
Provider will faithfully, honestly and diligently perform its obligations
under this Agreement, and, in providing Teleservices, will use its efforts
to promote and enhance the use of Service provided by or through AWS.
Provider will take no action inconsistent with the provisions of this
Agreement and, pursuant to the terms of any Work Order and/or Statement of
Work, in providing Teleservices, must support AWS' efforts in providing
Service to AWS' customers. In providing Teleservices, Provider will provide
timely, courteous and efficient service to AWS' customers and will be
governed in all dealings with members of the public by the highest
standards of honesty, integrity, ethical conduct and fair dealing. In
providing Teleservices Provider will refrain from any business practice,
promotion or advertising that may be injurious to the business of AWS.
Neither Provider nor any affiliate of Provider will resell AWS' Service(s).
11.12 Compliance with Policies and Procedures. AWS and Provider agrees to
comply with all applicable policies and procedures which may be found in
AWS' CCNet system, and/or as may provided by AWS' Vendor Management team
("Policies and Procedures") as may be modified by AWS in its sole
discretion at any time. Provider will ensure that Provider's personnel
comply with all Policies and Procedures. Provider's failure to comply with
any Policies and Procedures may subject Provider to monetary or other
penalties as detailed in the particular Policy or Procedure. AWS agrees to
send written notice to Provider of any new Policies and Procedures issued
by the AWS or of any changes to existing Policies and Procedures. If
Provider has access to CCNet, AWS may provide written notice by posting new
Policies or Procedures or changes to existing Policies and Procedures in
CCNet. If Provider determines that a new Policy or Procedure or a change to
an existing Policy or Procedure materially changes the terms and conditions
of this Agreement or any Work Order(s), then AWS and Provider shall utilize
the Change Management Process below.
11.13 Data Safety and Security Standards. Provider will maintain and
enforce at the Provider's service locations the information and data safety
and security procedures relevant to the Services that are at least equal to
the highest of the following: (i) procedures in effect at AWS' locations:
and (ii) any other procedures agreed upon by the Parties. Provider will be
responsible for any and all relevant physical security breaches at all
Provider service locations. Provider will maintain safeguards to prevent
both external and internal threats to AWS' information including
environmental threats, intentional destruction, accidental destruction such
as magnetic fields, file confusion, and employee access to information and
servers.
9
Provider will comply with all data security policies and procedures,
including computer asset protection, authentication, passwords, logon
ids, encryption, digital certificate management and similar
requirements as set forth in the applicable Statement of Work.
Provider will cooperate fully with AWS so that all software and
systems developed, designed or supported under this Agreement comply
with the policies, procedures and requirements as set forth in the
Applicable Statement of Work. Provider will establish and maintain
safeguards against the destruction, loss or alteration of data in
Provider's possession (the "Data Safeguards") that shall be no less
rigorous than the policies, procedures and requirements Provider
applies to its own data.
Provider will maintain appropriate safeguards, consistent with
prevailing industry standards, against the destruction, inappropriate
disclosure, wrongful access or use, loss or alteration of the AWS data
and AWS Property in Provider's possession. In any event, Provider will
maintain safeguards that are no less rigorous than those maintained by
Provider for its own information and property of a similar nature and,
in no event, less than a reasonable level of safeguards.
11.14 Provider Authority. Provider represents and warrants it has the
authority to enter into this Agreement. Provider remains primarily liable
for all Services provided under this Agreement and remains primarily liable
for all obligations under this Agreement regardless of whether Provider
performs the Services under this Agreement or whether Provider subcontracts
any of the Services, including, without limitation, to its affiliates.
Provider will only use approved subcontractors, including, without
limitation, its affiliates who have agreed in writing to be bound by the
provisions of this Agreement. and who have been pre-authorized by AWS for
use as a Subcontractor.
11.15 Right to Transfer Ownership of Deliverables and Intellectual
Property. Provider represents, covenants and warrants that each of
Provider's employees has assigned or is obligated to assign all of their
rights, if any, in any and all Deliverables and Intellectual Property
Rights, to Provider, either by operation of law or by valid and enforceable
written contract, and that Provider therefore has all rights and authority
necessary to transfer ownership to AWS of such Deliverables and
Intellectual Property Rights.
12 Change Management Process
AWS may at any time during the term of the Agreement or any Work Order or
Statement of Work hereto require new Policies and Procedures or require
additions, deletions or alterations to an existing Policy or Procedure or other
Work (all hereinafter referred to as a "Change"). This will be accomplished
through the Change Order process outlined below and Provider will use the Change
Order Form attached as Exhibit __. Within ten (10) business days after a written
request for a Change, Provider shall submit a response to AWS which shall detail
the reasons Provider believes it cannot comply with the Change as presented and
shall include any changes in Provider's costs or in the delivery or Work
schedule necessitated by the Change. AWS shall, within ten (10) business days of
receipt of the response either (i) agree with Provider's response, in which case
the parties shall amend the Policy or Procedure or the Work Order / Statement of
Work accordingly or excuse Provider, in writing, from complying with the
particular Policy or Procedure at issue, or (it) disagree with Provider's
response; in which case the parties shall utilize Informal Dispute Resolution as
outlined in Section 18.2. No Change shall be considered or implemented, nor
shall Provider be entitled to any compensation for work done pursuant to or in
contemplation of a Change, until the parties have resolved the Change pursuant
to steps (i) or (ii) above.
13 Suspected/Actual Fraud.
Provider's Director of Corporate Security is responsible for communicating with
AWS' Business Security Department in the event external or internal fraudulent
activity at a Provider's Call Center is suspected or detected by Provider. AWS'
Business Security Department is responsible for communicating with Provider's
Director of Corporate Security in the event external fraudulent activity or
internal fraudulent activity at Providers call center is suspected or detected
by AWS. "Internal Fraud" is defined as fraudulent activity that occurs with the
active and knowing participation of a Provider employee. In the event Internal
Fraud is suspected or detected, AWS and Provider agree to the following process:
13.1 The Provider's Director of Corporate Security must contact AWS' Vendor
Manager and appropriate security officer to inform them of the activity
(whether suspected or actual). In addition, AWS' security officer will,
within two (2) business days, notify Provider's Director of Corporate
Security of any suspected external or internal fraudulent activity at
Provider's Call Center and provide all documentation necessary for
Provider's Director of Corporate Security to investigate each such
suspected fraudulent activity ("Notification").
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13.2 Within two (2) weeks of the Notification, Provider must submit a
written report to AWS documenting the progress of the investigation into
the suspected or actual fraudulent activity.
13.3 If the fraudulent activity is within Provider's organization, within
four (4) weeks of the Notification, Provider must submit to AWS' security
officer the resolution of the incident, or a correction plan for AWS'
approval. Said correction plan will include any recommendations which
should be taken by AWS to alleviate the fraudulent activity from occurring
at Provider's Call Center. and may include a request for reports and/or
systems access to enable Provider to detect and or prevent such fraudulent
activity from occurring in the future.
13.4 Provider has thirty (30) days following the AWS' security officer's
written approval of the correction plan to execute the plan. If after
thirty (30) clays, the specific, Internal Fraudulent activity at issue at
Provider's Call Center which was the subject of the Notification continues
to occur, and AWS has complied with all reasonable requests contained in
the correction plan, then Provider will be subject to continuous
performance default as described in the Order.
13.5 Provider is liable for all proven damages suffered by AWS as a result
of the specific incident at issue as a result of the fraudulent activity.
Damages may include (but are not limited to) equipment costs, sales
commissions, shipping charges, toll charges, and reimbursement for
unauthorized credits, but shall not include AWS' investigation costs.
13.6 During any investigation, the Provider's Director of Corporate
Security or his designee must be available to meet with AWS' security
representatives on at least a weekly basis until the matter has been
resolved to AWS' satisfaction. Provider, through the Provider's Director of
Corporate Security, must comply with AWS' requests for information
regarding an ongoing investigation or provide a deliverable date within two
business days.
14 Insurance.
14.1 Requirements. Upon execution of this Agreement, Provider and its
subcontractors will have the insurance coverages with the limits of
liability set forth below and will maintain such insurance at their sole
expense. Except as otherwise provided herein, all coverages must be primary
and non-contributory, must be written on an occurrence basis and must be
maintained without interruption from the Effective Date of this Agreement
throughout the Term unless otherwise specified below. The insurance
policies providing such coverage will specifically refer to, and provide
insurance coverage for all of Provider's indemnity obligations under the
Indemnity Section of this Agreement.
14.1.1 Commercial General Liability Insurance including coverage for
premises, operations, independent contractors, personal injury, broad
form property damage, products & completed operations, liability
assumed under contract, including tort liability of another assumed in
a business contract, along with associated defense for at least one
(1) year after termination of this Agreement with annual limits of at
least *** per occurrence and in the aggregate. Such coverage will name
AWS, its affiliates and subsidiaries, its directors, officers,
employees, successors, assigns and, to the extent required the owner,
landlord or licensor of the Work site, as Additional Insureds. The
terms and conditions of the policy must be substantially similar to
Insurance Services Office Form CG 0001.
14.1.2 Worker's Compensation Insurance as prescribed by the law of the
state in which the work is performed and Disability Benefits Liability
in applicable states.
14.1.3 Employer's Liability Insurance with annual limits of at least
*** for each accident, for each employee by disease, and Policy limit
by disease.
14.1.4 Automobile Liability Insurance with annual coverage of at least
*** combined single limit and in the aggregate for Bodily Injury and
Property Damage per occurrence. Coverage must include Contractual
Liability, Owned, Non-Owned Leased, Hired Car Liability and associated
defense cost. AWS, its affiliates and subsidiaries, its directors,
officers, employees, successors and assigns and, to the extent
requested by AWS, the owner, landlord, or licensor of the Work site
will be named as Additional Insureds. Appropriate endorsements must be
attached if hazardous wastes are to be transported such as Insurance
Services Offices MCS 90 and CA 9948 Endorsements.
14.1.5 Errors and Omissions/Professional Liability Insurance claims
made policy with annual limits of at least *** per claim and in the
aggregate with endorsements for Contingent
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***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
Bodily Injury and Property damage Liability to cover the Services
under the Agreement. The policy must be maintained for a period of at
least one (1) year after the completion of the Agreement and evidenced
either by the renewal of the policy for one (1) year or by endorsement
or addition of an Extended Reporting period.
14.2 Certificates of Insurance. Provider must file certificates of
insurance acceptable to AWS with AWS upon execution of the Agreement. All
material coverage features of the policies must be included in the
information provided by the certificates of insurance. The certificates of
insurance and the insurance policies required hereunder must reflect AWS as
an Additional Insured with respect to all Services performed on behalf of
AWS. Failure by Provider to provide such certificate of insurance does not
constitute a waiver by AWS of these insurance requirements.
14.3 Notice of Cancellation/Rating of Insurer. The certificates and the
insurance policies required by this Agreement must not expire for at least
one (1) year from the date of issuance and must contain a provision that
coverage afforded under the policies will not he canceled or allowed to
expire unless AWS has received at least thirty (30) days prior written
notice. If any of the foregoing insurance coverage is required to remain in
force after final payment and is reasonably available, an additional
certificate evidencing continuation of this coverage must he submitted with
the final application for payment. The insuring company must be reputable,
admitted to do business in the state where the Provider is performing the
Services for AWS and have an A.M. Best rating of at least A minus VII.
14.4 Deductible Payment. Provider is responsible for all deductible
payments and self-insured retentions.
15 Ownership and Use of Proprietary Materials.
15.1 Deliverables. Unless otherwise agreed in writing by the parties AWS
will be the exclusive owner of all right, title, and interest in and to all
Deliverables, including all Intellectual Property Rights, excluding
Provider's Pre-Existing Materials, but including all enhancements,
modifications, and updates thereto that are paid for by AWS. All works
created in whole or in part by Provider under this Agreement will he deemed
"work made for hire" of AWS for all purposes of copyright law, and the
copyright will belong solely to AWS. To the extent that the Deliverable
does not qualify as a work made for hire under applicable law, and to the
extent that the Deliverable includes material subject to Intellectual
Property Right protection, Provider hereby assigns to AWS all Intellectual
Property Rights in and to the Deliverable, including, but not limited to,
all rights in and to any inventions and designs embodied in the Deliverable
or developed in the course of Provider's creation of the Deliverable. The
foregoing assignment includes a license under any current or future patents
owned or licensable by Provider to the extent necessary to combine the
Deliverable or any derivative works thereof with any hardware and software
of AWS. Provider, however, will be free to use its general knowledge,
skills and experience within the scope of its business that are used or
developed pursuant to this Agreement. Provider agrees that it will not
provide the Deliverables to any third party without AWS' prior written
consent.
15.2 Pre-Existing Materials. Subject to the license granted below, each
party will retain all Intellectual Property Rights in any Proprietary
Materials it owned or had an interest in prior to the earlier of the (a)
Effective Date of this Agreement or (b) the date on which Services
commenced under this Agreement ("Pre-Existing Materials") Unless expressly
stated herein, nothing in this Agreement will be deemed to imply a transfer
of ownership of the other party's Pre-Existing Materials. Notwithstanding
the terms set forth above in this provision, to the extent Pre-Existing
Material of Provider is embodied in any Deliverable, Provider grants AWS a
perpetual, non-exclusive, assignable, sub-licensable, royalty-free license
to use, modify, and enhance such Pre-Existing Material.
15.3 Further Acts. Provider will take such action (including, but not
limited to, the execution, acknowledgment, delivery and assistance in
preparation of documents or the giving of testimony) as may be requested by
AWS to evidence, transfer, vest or confirm AWS' right, title and interest
in the Deliverables.
15.4 Limitation. Notwithstanding any other provision of this Agreement to
the contrary, this Section will not obligate Provider to assign or offer to
assign to AWS any of Provider's rights in an invention for which no
equipment, supplies, facilities or trade secret information of AWS was used
and which was developed entirely on Provider's own time, unless (a) the
invention relates directly to the business of AWS or to AWS' actual or
demonstrably anticipated research or development; or (b) the invention
results from any work performed by Provider for AWS. This satisfies the
written notice and other requirements of state law.
15.5 Use. In no way limiting Provider's obligations tinder Section 16
"Nondisclosure Agreement," and except as required for Provider's
performance of the Services or as authorized in writing by AWS, Provider
will not use, disclose, publish or distribute any AWS Proprietary Materials
or remove any AWS Proprietary Materials from AWS'
12
15.6 Intellectual Property Assignment. To the extent Provider's employees
will be inventing or creating Intellectual Property for AWS and such rights
are not assigned to Provider, Provider will ensure such employees execute
the Assignment of Intellectual Property Rights attached hereto as Exhibit
G.
16 Nondisclosure Agreement.
As a condition to AWS' obligations under this Agreement, Provider agrees to
abide by all the terms and conditions of that certain Nondisclosure Agreement
dated as of November 7, 2003, between AWS and Provider (the "Nondisclosure
Agreement"), a copy of which is attached hereto and incorporated herein as
Exhibit C.
Notwithstanding the terms and conditions of the Nondisclosure Agreement, AWS may
share material, both orally and in written or electronic form, that contains
information of Provider with AWS Partners, provided that AWS and such AWS
Partners have a nondisclosure agreement in effect that provides Provider with
protections which are substantially similar to those provided by the
Nondisclosure Agreement.
17 Termination.
17.1 Termination for Cause. Either AWS or Provider may terminate this
Agreement upon the other party's material breach of this Agreement,
provided that (a) the non-breaching party will first have sent written
notice to the breaching party describing the breach in reasonable detail
and demanding that it be cured; (b) the breaching party does not cure the
breach within *** days following its receipt of such notice; and (c)
following the expiration of the *** day cure period, the non-breaching
party sends a second written notice to the breaching party indicating that
the non-breaching party has terminated this Agreement.
17.1.1 Material Breach. The following will be considered a material
breach of this Agreement:
a) the failure of either party to perform or observe any
material term, condition, or covenant to be performed by it
under this Agreement;
b) the execution of any assignment for the benefit of creditors
or the filing for relief by either party under any
applicable bankruptcy, reorganization, moratorium or similar
debtor relief laws:
c) the appointment of a receiver for Provider or AWS, or for
substantially all of their respective assets or properties;
and
(d) an unauthorized assignment of this Agreement.
17.1.2 Bankruptcy. If a proceeding is commenced under any provision of
the United States Bankruptcy code, voluntary or involuntary, by or
against either party, and this Agreement has not been terminated, the
non-debtor party may file a request with the bankruptcy court to have
the court set a date within sixty (60) days after the commencement of
the case, by which date the debtor party will assume or reject this
Agreement and the debtor party will cooperate and take whatever steps
necessary to assume or reject the Agreement by such date.
17.2 Termination for Convenience. AWS may terminate this Agreement at any
time upon thirty (30) days written notice to Provider.
17.2.1 Termination of Work Orders and/or Statement of Work. AWS may
terminate any Work Order/Statement of Work at any time upon sixty (60)
days notice to Provider. Termination of any Work Order/Statement of
Work issued under the Agreement will not terminate the Agreement and
the Agreement will continue in full force and effect after the
termination of the Work Order/Statement of Work.
17.3 Survival. All provisions of this Agreement that may reasonably be
interpreted or construed as surviving termination of the Agreement will
survive the termination of the Agreement.
17.4 Post Termination Cooperation. In the event this Agreement is
terminated prior to completion of the Services, Provider will cooperate in
the orderly transition to AWS or another contractor designated by AWS to
complete the Services.
13
***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
18 Dispute Resolution and Arbitration.
18.1 General. All disputes arising out of or related to this Agreement will
be resolved by binding arbitration in accordance with the procedures set
forth in this Section, and each party irrevocably waives any right to trial
by jury with respect to any such dispute.
18.2 Informal Dispute Resolution. The parties shall make all reasonable
efforts to resolve through good faith negotiations between their respective
principals any disputes, controversies or other matters in question between
the parties to this Agreement, arising out of, or relating to this
Agreement, or the alleged breach thereof, including any claim in which
either party is demanding monetary damages of any nature and under any
legal or equitable theory, including, but not limited to, negligence,
breach of contract, strict liability violation of any state, local or
federal law, or intentional acts or omissions by either party.
Specifically, if such a dispute, controversy or other matter arises between
the parties, the AWS Vendor Manager and the Provider Account Manager will
first attempt to reach an amicable resolution. If they are unable to
resolve such dispute within ten (10) business days, AWS and Provider shall
each promptly designate one representative with management authority (each
a "Management Representative") to use their reasonable best efforts to
resolve such dispute or to negotiate an appropriate modification or
amendment. If either party fails to designate a Management Representative
at its own initiative, it shall do so within three business days of a
written request from the other party to do so. Except as otherwise provided
in the termination provisions hereof or agreed to by the parties, neither
party shall be permitted to exercise any other remedies for twenty (20)
days following the date that both parties have designated a Management
Representative. If the issue cannot be successfully resolved by
negotiation, either party may submit the matter to mediation as set forth
in Section 11.4 by serving a Notice pursuant to Section 13. Nothing in this
section can be construed to preclude any party from seeking injunctive
relief in order to protect its rights pending the escalation or mediation
process. A request by a party to a court for such injunctive relief cannot
be deemed a waiver of the obligation to mediate. Nothing herein shall be
deemed to limit any right of a party to terminate this Agreement for any
default or breach by the other party. At the conclusion of the Section 11.3
Escalation and Section 11.4 Non-Binding Mediation processes, either party
shall have the right, in the event of a default, to any other remedies
available in law or in equity, but not limited to the right to seek
damages.
18.3 Demand for Arbitration. If the parties have failed to informally
resolve their disputes, either party may make a written demand for
arbitration (the "Arbitration Demand Notice") in accordance with the
Section "Notices." Except as otherwise set forth herein, any arbitration
will be conducted in accordance with CPR Institute for Dispute Resolution's
("CPR") Rules for Non-Administered Arbitration of Business Disputes then
prevailing. To the extent that the provisions of this Agreement and the
prevailing rules of CPR conflict, the provisions of this Agreement will
govern.
18.4 Selection of Arbitrator. Within fifteen (15) days after the
Arbitration Demand Notice, the parties will attempt to select a sole,
neutral arbitrator satisfactory to all parties. In the event the parties
are not able to jointly select an arbitrator within the fifteen (15) day
time period, the arbitrator will be selected in accordance with CPR's Rules
for Non-Administered Arbitration, as applicable.
18.5 Arbitrator's Authority. The arbitrator will have full power and
authority to determine issues of arbitrability and to interpret or construe
the applicable provisions of this Agreement and to fashion appropriate
remedies for breaches of this Agreement (including interim or permanent
injunctive relief); provided that the arbitrator will not have any right or
authority a) in excess of the authority of a court having jurisdiction over
the parties and the dispute would have absent this arbitration provision;
b) to award damages in excess of the types and limitation of damages found
in this Agreement; or c) to modify the terms of this Agreement. The award
of the arbitrator will be issued within thirty (30) days of the completion
of the hearing, and will be in writing and state the reasoning on which the
award was determined.
18.6 Applicable Law. The parties acknowledge that this Agreement evidences
a transaction involving interstate commerce. Federal Arbitration Act, 9
U.S.C. Section 1, et seq., will govern the interpretation, enforcement and
proceedings under this Section and judgment upon the award rendered by the
arbitrator may be entered by any court having jurisdiction thereof.
18.7 Confidentiality. Except as required by law or in order to enforce any
award, the parties will hold the existence, content and result of the
arbitration or any mediation in confidence. The existence and contents of
the entire Arbitration, including the award, will be deemed a compromise of
a dispute under Rule 408 of the Federal Rules of Evidence.
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19 Audits
19.1 Gaap Records. During the term of this Agreement and for a period of at
least two (2) years after completion of the Services provided, Provider
agrees to keep all usual and proper records and hooks of account and all
usual and proper entries relating to this Agreement in accordance with
generally accepted accounting principles. AWS may conduct an audit of
Provider's records applicable to Provider's business with AWS. Any such
audit will be conducted by a designated AWS auditor or by an independent
certified public accountant selected by AWS. The audit will be conducted
during regular business hours and will be conducted in such a manner as not
to unreasonably interfere with Provider's normal business activities. AWS
and Provider will meet to discuss any errors or omissions disclosed by the
audit, and prompt adjustment will be made to compensate for any errors or
omissions disclosed by such audit.
19.2 Costs. Any fees or costs incurred by an independent certified public
accountant will be paid for by AWS. In the event billing overcharges are
identified, and the overcharges represent more than five (5%) of the total
invoice amount, Provider will also reimburse AWS for reasonable audit costs
incurred and necessary to discover the overcharge within sixty (60) days of
AWS' receipt of an invoice for such fee.
19.3 Confidentiality. AWS recognizes and agrees that information learned
during an audit is confidential and that such information may be used only
in further disposition of the audit.
20 Notices.
All notices or demands given hereunder or required by law will be given in
writing, will refer to this Agreement and will be effective i) upon the date of
personal delivery if delivered by hand; ii) upon the date of receipt if
delivered by facsimile transmission or by recognized overnight courier; or iii)
three (3) days after deposit in the United States mail (registered or certified
mail, postage prepaid. return receipt requested). Any party may change such
address by giving the other party written notice of such change, referencing the
change as a modification to this paragraph of this Agreement.
AWS: AT&T Wireless Services, Inc.
Xxx: Supply Management
Fax: 000-000-0000
Delivery Address 00000 X.X. 00xx Xxx
Xxxxxxx, X A 98052
WITH A COPY AT&T Wireless Services, Inc.
TO:
Attn: Legal Department
0000 000xx Xxxxxx XX
Xxxxxxx, XX 00000
PROVIDER: Phase 2 Solutions Inc
Attn: Art Xxxx
0000 X. Xxxxxxxx Xx. Xxxxx 000
Xxxxxxxxxx, XX. 00000
Fax: 000-000-0000
21 Publicity and Use of Trademarks, Service Marks and Logos.
21.1 Publicity. Neither party will issue a news release, public
announcement, advertisement, or other form of publicity concerning the
existence of this Agreement or the Services to he provided hereunder
without obtaining the prior written approval of the other party, which may
be withheld in the other party's sole discretion.
21.2 Ownership. Provider will not use AWS' name or that of any AWS Company
or AT&T Corporation or any trademark, service xxxx or logo of AWS, AWS
Company or AT&T Corporation without AWS' express prior written permission
specifically relating to such use. The logo, brand or other trademark or
service xxxx ("Marks") of either party will remain the exclusive property
of that party and the other party has and will have no right to such Marks.
All use of the Marks of either party will be deemed to inure only to the
benefit of the owner of such Xxxx. Neither party without the express
written consent of the other party will have the right to use any of the
other party's Marks. Any approved use of the Marks of the other party will
be in accord with such party's policies regarding the use of such
15
Marks. This provision grants Provider no rights whatsoever to AWS and AT&T
Corporation's trademarks or trade names except as may be authorized under
this Agreement.
22 Network Connection.
Provider will be responsible for maintaining security for connectivity between
Provider and the AWS network. If the connectivity is achieved solely through the
Internet, Provider will use SSL, or reasonable equivalent, for the duration of
any session in which information is passed between Provider and AWS. The SSL
implementation must be approved by AWS in advance. If the connectivity is
achieved through Persistent Connection, then Provider must comply with all
reasonable security requirements and procedures established by AWS and provided
to Provider and must use an industry standard virus protection program on all
networks that Provider maintains that may be accessed by the Persistent
Connection. Provider will complete all connection forms provided by AWS prior to
the establishment of a Persistent Connection.
The Persistent Connection will be maintained for as long as necessary (but in
any case will terminate immediately upon termination or expiration of the
Agreement). AWS reserves the right to suspend or terminate the Persistent
Connection in its sole discretion without notice. In the event of termination or
suspension of the Persistent Connection, Provider will not be responsible for
performance of any obligations pursuant to this Agreement that cannot reasonably
be performed without the Persistent Connection.
Notwithstanding anything in this Agreement to the contrary and without
limitation as to nature or amount of damages, Provider will be liable for all
loss, costs and damages caused to the AWS network or other facilities through
the Persistent Connection.
23 Miscellaneous Provisions.
23.1 Inspections. Provider will permit AWS' representatives to obtain
reasonable access to the Provider's off -site facilities used to provide
the Services, for purposes of performing inspections or "walk-throughs" in
connection with activities relating to AWS' business. Provider shall not be
required to provide AWS' representatives with access to proprietary
information or technology of Provider, except on a confidential, "need to
know" basis properly documented in advance of the inspection. Additionally,
Provider will allow AWS to access Provider's systems for the purpose of
monitoring Provider's activities pursuant to fulfilling the requirements of
this Agreement.
23.2 Disaster Recovery. Provider maintains, and will continue to maintain
throughout the Term of this Agreement, a disaster recovery plan, a business
continuity plan and off-site disaster recovery capabilities that permit
Provider to recover from a disaster and continue providing Services and
Products to customers, including AWS, within a commercially reasonable
period. An executive summary of the current disaster recovery plan, which
may change from time to time, is attached hereto as Exhibit _. Provider
will test the operation and effectiveness of its disaster recovery plan at
least annually. Provider maintains, and will continue to maintain
throughout the Term of this Agreement, a backup power supply system to
guard against electrical outages.
23.3 Account Manager. Provider must designate a National Account Manager
for each Order executed under this Agreement. The National Account Manager
must be equipped with a cellular phone at Provider's expense.
23.3.1 Responsibilities & Duties. The National Account Manager will be
the liaison between AWS and Provider in order to:
a) manage Provider's performance under this Agreement;
b) insure that TeleServices are performed in accordance with
this Agreement and the applicable Work Order and/or
Statement of Work;
c) serve as the single point of contact throughout the term of
the Order;
d) meet with AWS Vendor Managers for formal business reviews
quarterly or as requested by either AWS or Provider;
e) Complete the AWS new hire training curriculum for the
program;
f) Be knowledgeable regarding billing processes for the
account.
While at AWS' facilities, the National Account Manager must wear designated
identification at all times and comply with all AWS regulations;
23.4 Attorneys' Fees/Cost/Remedies. If any dispute arises under this
Agreement, the substantially prevailing party will be entitled to recover
all its reasonable costs including, without limitation, expenses and
attorneys' fees incurred through conclusion of the dispute. These
provisions will not be construed to entitle any party other than Provider
or AWS to recover their costs.
16
The parties agree that damages may be inadequate to compensate for the
unique losses to be suffered in the event of a breach hereof, and that the
damaged party will be entitled, in addition to any other remedy it may have
under this Agreement or at law, to seek and obtain injunctive and other
equitable relief, including specific performance of the terms of this
Agreement without the necessity of posting bond. All rights and remedies
will be cumulative and not exclusive of any other rights or remedies.
23.5 Assignment. Provider may not assign or delegate this Agreement, in
whole or in part, without AWS' prior written consent. AWS may assign its
rights or delegate its duties hereunder in whole or in part, in AWS'
discretion, without Provider's prior written consent. All the terms and
provisions of this Agreement will be binding upon and inure to the benefit
of and be enforceable by the parties hereto and their respective successors
and permitted assigns.
23.6 Provider Liability for Acts of Personnel. Provider's obligations under
this Agreement will be binding upon anyone assigned by Provider to perform
Services for AWS, and Provider will be responsible for informing those
persons of such obligations and ensuring their compliance. A breach by such
persons will be deemed a breach of this Agreement by Provider.
23.7 Waivers. No delay or failure by any party hereto in exercising or
enforcing any of its rights or remedies hereunder, and no course of dealing
or performance with respect thereto, will constitute a waiver thereof. The
express waiver by a party hereto of any right or remedy in a particular
instance will not constitute a waiver thereof in any other instance.
23.8 Timely Performance. If Provider has knowledge of anything that may
prevent or threaten to prevent the timely performance of the Services under
this Agreement, Provider will immediately notify AWS, and provide all
relevant information concerning the delay or potential delay. Neither party
will be liable for failure to perform any obligations under this Agreement
to the extent such failure is caused by a Force Majeure event. In such
event, AWS may cancel all or portion of the P.O. or Release impacted by the
Force Majeure event.
23.9 Amendments. This Agreement will not be modified, either by amendment,
waiver or discharge of any provision of this Agreement, except i) by a
written agreement which specifically identifies this Agreement and the
provision intended to be amended; ii) is dated subsequent to the date of
this Agreement; and iii) is signed on behalf of Provider and by AWS' duly
authorized representative. Electronic signatures will not constitute a
"written agreement or handwriting" under this Agreement. Each such
amendment, waiver or discharge will be effective only in the specific
instance and for the specific purpose for which given. In addition to the
foregoing, any amendment to Section "Ownership and Use of Proprietary
Materials" must be i) signed in handwriting by both parties; it) contained
in a document separate from a purchase order, change order, statement of
work or similar document; and iii) specifically reference Section
"Ownership and Use of Proprietary Materials" of this Agreement and
explicitly state its intent to amend that section.
23.10 Choice of Law; Consent to Jurisdiction. This Agreement will be
governed in all respects by, and construed and enforced in accordance with,
the laws of the State of Washington, without regard to any rules governing
conflict of laws. The parties agree that venue for any suit, action or
proceeding with respect to this Agreement will lie exclusively in any court
of competent jurisdiction located in King County, Washington. The parties
agree that the venue for any arbitration with respect to this Agreement
will lie exclusively in King County, Washington.
23.11 Severability. If any provision of this Agreement is found to be
invalid, illegal or unenforceable in any jurisdiction, for any reason,
then, to the full extent permitted by law (i) all other provisions hereof
will remain in full force and effect in such jurisdiction and will be
liberally construed in order to carry out the intent of the parties hereto
as nearly as may be possible, (ii) such invalidity, illegality or
unenforceability will not affect the validity, legality or enforceability
of any other provision hereof, and (iii) any court or arbitrator having
jurisdiction therefore will have the power to reform such provision to the
extent necessary for such provision to be enforceable under applicable law.
23.12 Export Control. Provider acknowledges that any products, software,
and technical information (including, but not limited to, services and
training) provided hereunder are subject to the export control laws and
regulations of the United States. Provider acknowledges and agrees that it
will not ship, transfer, export or re-export these items, directly or
indirectly, to any countries that are subject to export restrictions under
the United States Export Administration Act (currently including but
necessarily limited to Cuba, the Federal Republic of Yugoslavia (Serbia and
Montenegro), Iran, Iraq, Libya, North Korea, and Syria). Provider further
agrees that it will not ship, transfer, export or re-export these items to
any third party whom Provider knows or has reason to know will utilize them
in the design, development or production of nuclear, chemical, or
biological weapons or to any third party who has been prohibited from
participating in U.S. export transactions by any federal agency in the U.S.
government.
17
23.13 Construction of Agreement. AWS and Provider cooperated in the
preparation of this Agreement and it will not be construed against or in
favor of any party by virtue of the identity, interest or affiliation of
its preparer. Unless the context indicates otherwise, the term "or" will be
deemed to include the term "and" and the singular or plural number will be
deemed to include the other. Captions are intended solely for convenience
of reference and will not be used in the interpretation of this Agreement.
23.14 Entire Agreement. This Agreement, its Exhibits and the Nondisclosure
Agreement between the parties constitute the entire agreement between AWS
and Provider with respect to their subject matters, and all prior or
contemporaneous oral or written communications, understandings or
agreements between AWS and Provider with respect to such subject matters
are hereby superseded in their entireties. In the event of any
inconsistency between this Agreement and any P.O. Blanket Purchase
Agreement, Releases, or other forms used under this Agreement by AWS,
Provider, or Provider's agents or subcontractors, or any additional terms
contained in such P.O.(s), Releases, or forms, the terms and conditions of
this Agreement will prevail. Electronic signatures will not constitute a
modification of this Agreement and will not constitute a "written agreement
or handwriting" under this Agreement. This Agreement cannot be modified
through any electronic means.
IN WITNESS WHEREOF, authorized representatives of the parties have executed this
Agreement dated as of the Effective Date.
AT&T Wireless Services, Inc. Phase 2 Solutions, Inc
By: /s/ Xxxx Xxxx By: /s/ Xxxxx Xxxxxxx
--------------------------------- ------------------------------------
Printed Name: Xxxx Xxxx Printed Name: Xxxxx Xxxxxxx
----------------------- --------------------------
Its: Commodity Manager Its: President
-------------------------------- -----------------------------------
Date: 01-07-04 Date: Jan 7, 2004
------------------------------- ----------------------------------
18
[AT&T Wireless Logo]
Statement of Work
to the
AT&T Wireless Services, Inc.
Master Services Agreement
Dated: January 2, 2004
This Statement of Work ("SOW") between AT&T Wireless Services, Inc. ("AWS") and
Phase 2 Solutions, Inc ("Phase 2 Solutions") is attached to and made part of the
AWS and Phase 2 Solutions Master Services Agreement effective January 2, 2004
("Agreement"). Unless otherwise defined herein, all capitalized terms in this
SOW have meanings set forth in the Agreement.
Phase 2 Solutions agrees for the term of this SOW that it will provide the
following Services and Deliverables to AWS' reasonable satisfaction, and in
accordance with the terms of this SOW:
I. TERM, PERFORMANCE METRICS, AWS WORK ORDER, SERVICES DESCRIPTION, VOLUME
FORECASTING, LOCATIONS, HOURS OF OPERATION, HOLIDAYS, USER IDS, AND CHARGES
A. Term
----
The term of this SOW will commence on January 19, 2004 and will continue
through January 19, 2007 unless sooner terminated in accordance with
Section 17 of the Agreement.
B. Services Description
--------------------
1. Performance Metrics
The performance metrics as detailed in Appendix D hereto ("Performance
Measurements") apply to all Services and Deliverables tendered under
this SOW.
2. AWS Work Order
AWS authorizes Phase 2 Solutions to perform Work in accordance with the
terms and conditions of the Agreement for AWS as specified in a unique Work
Order ("Campaign Delivery Package") that AWS may, from time-to-time, enter
into under this SOW. Such Campaign Delivery Package shall be attached
hereto as Appendix E, and shall describe the Work, Services and/or
Deliverables to be performed, its/their requirements, and the assigned AWS
Campaign Contact. AWS will send an electronic copy of the formal Campaign
Delivery Package to Phase 2 Solutions five (5) business days prior to the
start of a program or Campaign. If the information is not received by Phase
2 Solutions five (5) business days prior to incorporation into the required
modules, or in order to
[AT&T Wireless Logo]
complete required system modifications, or in order to meet staffing
requirements, AWS and Phase 2 Solutions will mutually negotiate a start
date for the program or Campaign based on Phase 2 Solution's receipt of the
Campaign Delivery Package.
3. Inbound and Outbound Telephone Services
Phase 2 Solutions will provide Inbound and Outbound consumer telephone
service programs and Campaigns ("Telemarketing Services") relative to
AWS Products and Services per the requirements of this SOW.
Telemarketing Services activities include but are not limited to, the
following:
a) Clarify program or Campaign offers as directed by AWS
b) Close program or Campaign offers per AWS instructions
c) Up-sell program or Campaign offers as directed by AWS
d) Work with existing Customers to preclude termination
e) Respond to coverage concerns in' a positive manner
f) Clarify Product and Service plans as required
g) Resolve subscriber issues relative to price plans (rate plan
changes)
h) Change rate plans as appropriate
i) Answer contract inquiries in a positive fashion
j) Accurately update account information
k) Resolve lost or stolen telephone issues in a positive manner
l) Add, change, or delete features and promotions per AWS
direction
m) Provide instructions for equipment and feature use
n) Migrate Customer accounts between billing applications
o) Up-sell equipment when appropriate
p) Transfer telephone calls to the appropriate AWS company
support group as required
4. Business Response Card Scanning
Customers may use Business Response Cards ("BRC") as one way to accept
AWS promotional offers. Phase 2 Solutions will process BRCs by
scanning them as requested by AWS in support of ongoing inbound and
outbound telemarketing efforts. When BRCs are used, Phase 2 Solutions
will read the barcode depicting the Customer's wireless telephone
number and specific offer; create the responder, MDE, and manual entry
files. Phase 2 Solutions will also retain and index an image of the
BRC for offer acceptance verification, as required. Phase 2 Solutions
will retain one electronic copy of the BRC image and send one
electronic copy to AWS for each program or campaign processed.
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5. Manual Provisioning
Phase 2 Solutions will perform manual data entry services as requested
by AWS in support of ongoing inbound and outbound telemarketing
efforts that includes, but is not limited to, the manual provisioning
of contract extensions, promotions, upgrades, and other changes to
Customer accounts. Additional AWS data entry only programs or
Campaigns will occur as requested. AWS will provide the files, process
flows, and manual data entry priorities to Phase 2 Solutions as part
of the Campaign Delivery Package as described in Appendix E.
C. Volume Forecasting
AWS shall plan programs and Campaigns on a week-by-week basis. The programs
or Campaigns are dynamic, both in their planning and in their required
execution. To accommodate the requirement of Phase 2 Solutions to provide
staffing, AWS will provide on a weekly basis and within plus or minus ten
percent (+/- 10%), the inbound and outbound telephone call, BRC, and manual
provisioning volume forecasts and requirements for a four (4) week period
(looking forward). Once AWS provides this forward forecast, AWS will use
the Change Management Process to request changes to the intra-month
forecast. Phase 2 Solutions will use this information in conjunction with
historic arrival information to staff their operations in support of AWS'
business requirements. Such staffing and operations shall at all times meet
the performance measurements defined in Appendix D hereto.
Phase 2 Solutions shall at all times manage the staffing at levels that are
appropriate to meet AWS' business requirements. AWS shall temporarily
relieve Phase 2 Solutions from meeting the performance measurements (as
defined in Appendix D) which are tied specifically to staffing levels when
actual business volumes exceed AWS' forecasts by ten percent (10%) or more.
If this should occur, AWS and Phase 2 Solutions shall, within twelve (12)
hours, mutually agree to a plan to accommodate the increased business
volumes, and Phase 2 Solutions will once again be required to comply with
all performance requirements as defined in Appendix D.
1. Staffing
The provisioning of qualified staffing throughout the term of this SOW
is the responsibility of Phase 2 Solutions who will work closely with
AWS to supply staffing levels that meet AWS' business needs. All
staffing levels must support the goals of AWS' specific programs,
business needs, and Campaigns. AWS will communicate changes to volume
forecasts to Phase 2 Solutions as soon as they become apparent, but
Phase 2 Solutions shall not rely upon such forecasts to determine
appropriate staffing levels. Such changes may include, but are not
limited to, program
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or Campaign response rate expectations, system failures that require
additional manual data entries, or external conditions that drive the
volume of inbound telephone calls to Phase 2 Solutions (for example,
mail drops, message services, etc.).
2. AWS Responsibilities
AWS will provide weekly volume forecast information to Phase 2
Solutions to be used solely as a guide for determining staffing
levels.
3. Phase 2 Solutions Responsibilities
Phase 2 Solutions will have ultimate responsibility for staffing
sufficiently in support of AWS' business requirements. Phase 2
Solutions will manage the staff, and will accommodate the actual
business volumes according to the performance measurements defined in
Appendix D.
D. Locations
---------
Phase 2 Solutions will perform the Services described hereunder at the
following location(s). Phase 2 Solutions will change the locations only
with AWS' prior written approval.
0000 Xxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
0000 Xxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
0000 X. Xxxxxxxxxx Xxxxxx
Xxxxx Xxxxx, XX 00000
0000 00xx Xxxxxx XX
Xxxxx, XX 00000
000 00xx Xxxxxx XX
Xxxxx, XX 00000
0000 Xxxxxx Xxxxx XX
Xxx Xxxxxx, XX 00000
0000 Xxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
E. Hours of Operation -- Inbound, Outbound, BRC Scanninq, and Manual
----------------------------------------------------------------------
Provisioning
------------
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Phase 2 Solutions will maintain the hours of operation for inbound and
outbound telephone services as defined in the Campaign Delivery Package.
Phase 2 Solutions will maintain a schedule necessary to meet AWS' business
requirements for BRC processing and Manual Provisioning to AWS'
satisfaction.
1. Hours of Operation Adjustments
AWS may change Phase 2 Solutions's Hours of Operation based on the
needs of a specific program or Campaign. AWS and Phase 2 Solutions
will use the Change Management process as documented in Appendix B to
request changes to the Hours of Operation.
2. AWS Responsibilities
AWS will request changes to the Hours of Operation no fewer than ten
(10) business days prior to the effective date of change.
3. Phase 2 Solutions Responsibilities
Phase 2 Solutions will staff to meet AWS' business requirements during
the Hours of Operation. If Phase 2 Solutions becomes aware of a
situation that suggests a change in the Hours of Operation (for
example, higher volumes of early or late IVR telephone calls), Phase 2
Solutions will contact AWS and request a change in the Hours of
Operation through the Change Management process.
F. Holidays
--------
Subject to local employment laws, AWS recognizes the following holidays:
1. New Year's Day
2. Memorial Day
3. Independence Day
4. Labor Day
5. Thanksgiving Day
6. Christmas Day
1. Changes to Holidays
AWS may request a change to the Holidays referenced above, based on
the needs of AWS, a specific program, or Campaign. AWS and Phase 2
Solutions will use the Change Management Process to request changes to
the Holiday services.
2. AWS Responsibilities
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AWS will request changes to services on holidays no fewer than ten
(10) business days prior to the effective date of change.
3. Phase2 Solutions Responsibilities
None
G. User IDs
--------
AWS will provide Training IDs to be used by Phase 2 Solutions employees
while those employees are in classroom training. AWS will provide
Production User IDs for all Phase 2 Solutions employees who qualify for,
and require access to AWS' systems.
1. Production User ID Process
Phase 2 Solutions and their employees will not reuse, share, or
transfer to another representative or individual Production User IDs
for any reason, unless authorized specifically by AWS in writing. AWS
may request the dismissal from AWS programs and Campaigns any Phase 2
Solutions employee(s) determined to be sharing an AWS Production User
ID, and Phase 2 Solutions will remove such employee immediately.
2. AWS Responsibilities
a) As appropriate, AWS shall provide Phase 2 Solutions
with training User IDs that provide access to the
required AWS training environment and systems.
b) As appropriate, AWS shall provide Phase 2 Solutions
with the Production User IDs within ten (10) business
days of Phase 2 Solutions's request for same for use by
those Phase 2 Solutions employees who have successfully
completed the training.
c) The continued and otherwise unauthorized use of AWS'
Production User IDs becomes the responsibility of AWS
two (2) business days following the written request by
Phase 2 Solutions to delete specific user privileges.
3. Phase 2 Solutions Responsibilities
a) Phase 2 Solutions shall reset the passwords of the
Training IDs upon completion of training for each Phase
2 Solutions user.
b) Phase 2 Solutions shall request Production User IDs
from AWS by the second day of training.
c) Phase 2 Solutions shall provide to AWS, within
twenty-four (24) hours of payroll separation or removal
from the AWS programs or Campaigns, the Production User
IDs of Phase 2 Solutions employees that leave Phase 2
Solutions, or that are no longer
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associated with an AWS program or Campaign.
H. Charges
-------
The service charges with respect to this SOW are set forth in Appendix A
("Charges") attached hereto. AWS is only obligated to reimburse or pay
Phase 2 Solutions for the Charges incurred during the performance of
Services in conformance to the performance criteria documented in any
Campaign Delivery Package(s) under this SOW. All terms of the Agreement
will apply for the Services rendered under this SOW. All Charges must
include any associated taxes.
II. SERVICE SPECIFICATIONS, REQUIREMENTS, AND PHASE 2 SOLUTIONS'S
RESPONSIBILITIES
A. Phase 2 Solutions will assign an Account Manager and a team of
administrative personnel, supervisors, and TSRs for managing AWS'
projects and activities required by this SOW.
1. In accordance with the terms and conditions of the
Xxxxxxxxx, Xxxxx 0 Solutions's Account Manager will have
responsibility for all aspects of AWS' account with Phase 2
Solutions. The Phase 2 Solutions Account Manager will act as
the single point-of-contact for AWS and will provide, at a
minimum the following services to AWS' satisfaction:
a) *** with AWS *** Hours of Operation;
b) *** coordination;
c) *** Phase 2 Solutions's *** and ** the *** or ***
of *** from ***;
d) *** the *** and *** of *** before sending to AWS
for ***;
e) *** and *** and *** and *** to *** or ***;
f) *** a *** as scheduled by AWS *** to the *** of
*** or ***;
g) ***, through ***, that Phase 2 Solutions *** as
documented in Appendix F attached hereto;
h) *** in AWS' *** as required by AWS, and
i) *** and *** the Phase 2 Solutions *** and *** with
AWS.
2. Phase 2 Solutions's Account Manager will monitor the daily
activity and
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suggest a "conversion-per-hour" goal for AWS.
3. The Phase 2 Solutions's Account Manager as well as
representatives from Phase 2 Solutions's Management
Information Services Department will participate in all
scheduled planning sessions with AWS.
B. Three (3) weeks prior to the start of any program or Xxxxxxxx, Xxxxx 0
Solutions's key technical representative will participate in a
conference call(s) with AWS personnel regarding file transmission
issues that include, but are not limited to, confirmation of file
transmission compliance. In the event that AWS requires an earlier
start date for a program or Campaign, AWS and Phase 2 Solutions will
negotiate a start date for the program or Campaign.
C. As applicable, AWS will provide a "Finder File" (Customer List) to
Phase 2 Solutions forty-eight (48) hours before the start of a
specific program or Campaign.
D. Phase 2 Solutions will develop Scripts to support its performance of
Telemarketing Services using program or Campaign specific documents
and information electronically provided by AWS. The AWS Campaign
Contact will approve Phase 2 Solutions's Scripts prior to Phase 2
Solutions use of the Scripts. Phase 2 Solutions will not make changes
to the approved Scripts unless Phase 2 Solutions obtains AWS' prior
written approval.
E. Phase 2 Solutions is responsible for the recruiting, hiring, training,
and the supervision of the required sales, administrative, and
management personnel while performing under this SOW. Phase 2
Solutions will acquire only those resources that possess the
appropriate skill sets for the work being performed as defined herein,
or as defined in individual Campaign Delivery Packages. Phase 2
Solutions is responsible for all costs associated with recruiting and
hiring personnel including the costs of background checks AWS requires
for all employees having access to AWS' systems.
F. Phase 2 Solutions will retain sufficient and qualified resources to
support AWS' marketing activities, new product introductions, and
promotions. Phase 2 Solutions understands that AWS' marketing
activities may include interim periods without active programs or
Campaigns.
G. Phase 2 Solutions is responsible for insuring that programs or
Campaigns are managed and monitored daily, and that Phase 2 Solutions
meets AWS' performance measurements as documented in Appendix D
attached hereto. This includes, but is not limited to, providing
motivational programs and incentives to Phase 2 Solutions personnel,
monitoring and analyzing individual TSR and overall program or
Campaign results, and taking appropriate corrective actions. When
requested by AWS, Phase 2 Solutions will provide individual TSR
performance results.
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H. Phase 2 Solutions will charge AWS for Hours worked according to the
Campaign Delivery Package. As used herein, the term "Hours" means the
actual hours worked that produce the throughput and quality of product
required under this SOW. Said Hours shall be limited to the programs
or Campaigns associated with this SOW and measured in tenth-of-an-hour
increments. Hours include *** on *** or *** or *** in the *** of the
***, or in the ***. The Hours include *** minutes of *** for *** hours
*** of *** and ***. Hours do not include *** or *** (that *** or ***).
I. Phase 2 Solutions agrees to provide local supervisors with substantial
telemarketing sales experience. Xxxxx 0 Solutions will *** a *** to
*** of *** to ***.
J. When conducting a program or Campaign that requires specific skill
sets (for example, a bilingual program or highly technical products or
services), AWS will define such skill sets in the Campaign Delivery
Package. Phase 2 Solutions is responsible for insuring that assigned
personnel possess the skills required; are fluent in the applicable
language, and possess the expertise or experience as is needed to meet
program or Campaign objectives as required under this SOW. When
conducting a bilingual program or Campaign targeted at the Xxxxxxxx
xxxxxx, Xxxxx 0 Solutions's shall ensure that its TSRs are fluent in
the Spanish language and speak the dialect of the targeted audience.
K. Phase 2 Solutions will perform the Services to meet the following
requirements of AWS:
1. Phase 2 Solutions's TSRs will log into a specific
application set each day ("log-in") that will limit their
access to only the telemarketing and informational portion
of the application. All management systems require each
person to log-in with their name and their unique password
and have access only to data based on their level of
authorization.
The *** will have a *** that includes, but is not
necessarily limited to, the following:
a) *** of ***;
b) *** the *** of ***;
c) *** in *** as appropriate;
d) *** through *** and ***;
e) *** and *** of *** containing ***;
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f) *** and *** from the ***, and
g) *** to ***.
Phase 2 Solutions will provide written certification of
their computer system operation on a semi-annual basis, and
will provide AWS with a copy of such certification as
requested by AWS.
2. Phase 2 Solutions will accept Finder Files in the format
specified by AWS in Appendix C attached hereto.
3. Phase 2 Solutions will **** with *** to ***.
4. Phase 2 Solutions agrees to accurately present to Customers
the features and benefits of AWS' Products and Services as
outlined in AWS' Scripts and on-line information. AWS will
pre-approve Phase 2 Solutions's contact approach and
strategy proposed to acquire, retain, or win-back Customers
prior to Phase 2 Solutions use of the Scripts. Phase 2
Solutions will not make changes to the approved Scripts
unless Phase 2 Solutions obtains AWS' prior written
approval. While *** are *** to be *** when *** and *** and
*** to *** a ***, the *** must *** as *** in the ***. Phase
2 Solutions's *** to an *** is a *** of the Agreement and
any *** or *** or *** by Phase 2 Solutions to *** to the ***
will ***, at its ***, to *** any ***, this SOW, and/or the
Agreement without *** Phase 2 Solutions.
5. Phase 2 Solutions will use Customer profile data to
establish call order priorities and, as pertinent
information becomes available, incorporate said pertinent
information into Scripts on an individual Customer basis.
6. Phase 2 Solutions agrees to contact only Customers in AWS'
Finder Files. Phase 2 Solutions will not reproduce or sell
to third parties all or any portion of AWS' Finder Files.
7. If Xxxxx 0 Solutions's *** to *** is *** because of ***, or
***, *** Phase 2 Solutions will *** the *** to Phase 2
Solutions's ***, and Phase 2 Solutions will *** the *** of
*** within the *** or *** as *** by ***in the ***. The ***
of *** shall be *** by the *** the *** or ***, and *** be
***
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*** to *** and ***.
8. Phase 2 Solutions will *** or *** by its ***. Phase 2
Solutions will *** of all *** or *** its ***, and will ***
such *** to *** on a ***. Phase 2 Solutions will not *** and
*** for *** and will not *** or *** in the ***.
9. Phase 2 Solutions will limit the scope of its conversation
and activity during all Customer contacts to the performance
of the Telemarketing Services covered by this SOW. Under no
circumstances will Phase 2 Solutions promote or advance
merchandise, labors, or interests of any person, enterprise,
or organization, other than those authorized by AWS in
writing, during any Customer contact made pursuant to this
SOW.
10. Phase 2 Solutions will *** to *** and *** whose format is
specified by AWS in Appendix C attached hereto. Phase 2
Solutions shall provide the files according to the following
schedule:
------------------------------------------------------
Report to AT&T Wireless
Campaign Contact Frequency
------------------------------------------------------
*** for *** and *** ***- by***PM Pacific Time
on the *** day
*** for ***, and *** ***- by *** PM Pacific Time
on the *** day
*** for *** As specified in the Campaign
Delivery Package
*** for *** and *** *** - by *** PM Pacific Time
on the *** day
*** As specified in the Campaign
Delivery Package
------------------------------------------------------
Phase 2 Solutions will notify AWS if system or network
problems prevent Phase 2 Solutions from performing the
on-time delivery of the Files referenced above. Phase 2
Solutions and AWS will mutually negotiate a date and time
for the delivery of any file(s) not provided as a result of
system unavailability as described herein.
11. Phase 2 Solutions and its contractors will keep confidential
and private the content of AWS and AWS Customer
communications and records. AWS' policy of confidentiality
extends to the identity of the parties, the communication
between the parties, and to the fact that the communication
took place. Phase 2 Solutions' TSRs, supervisors, and
account managers will keep confidential all information
received and
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reviewed while handling communications with AWS and AWS'
Customers.
12. Phase 2 Solutions will perform Inbound and Outbound
Telemarketing Services as specified in the Agreement and
SOW, unless modified by state or federal regulations, in
which case Phase 2 Solutions agrees to comply with all state
or federal regulations in contacting Customers.
13. Phase2 Solutions will review and comply with all current and
applicable Telephone Consumer Protection Act/Direct
Marketing Association ("TCPNDMA") compliance standards.
14. Phase 2 Solutions warrants that it will not block the
telephone number from a caller identification service when
using that number for telemarketing purposes on AWS' behalf.
15. Phase 2 Solutions is familiar with, understand the
requirements of, and will comply with all AWS guidelines and
all federal and individual state regulations governing
telemarketing practices in all states wherein Phase 2
Solutions performs its Telemarketing Services for AWS. This
includes, but is not limited to, the Telemarketing and
Consumer Fraud and Abuse Prevention Act, 15 U.S.C. Sections
6101-6108, and the federal Trade Commission regulations
issued thereunder at 16 C.F.R. Section 310.1. AWS will match
all Finder Files against its internal Do-Not-Call list and
remove all records that match that list. Phase 2 Solutions
will indemnify and hold harmless AWS for any violations by
Phase 2 Solutions of applicable AWS guidelines, federal
regulations, or individual state regulations per Section 9
of the Agreement.
16. Phase 2 Solutions will provide each AWS Campaign Contact
with access to on-line performance reports as specified in
Appendix D attached hereto.
17. Phase 2 Solutions will provide formal reports as specified
by AWS in the Campaign Delivery Packages and will provide
the reports according to the following schedule:
Report to AT&T Wireless Campaign Contact Frequency
-------------------------------------------------------------------
Performance Measurements - Includes ***, at *** Pacific Time
***, and ***
-------------------------------------------------------------------
18. Within five (5) business days following the close of any
program or Campaign, the Phase 2 Solutions Account Manger
will participate with the authorized AWS representative(s)
in a Campaign Wrap-up Meeting. The agenda of this meeting
includes, but is not limited to:
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a) Phase 2 Solutions will provide a detailed summary
of all Performance Measurements for the program or
Campaign;
(1) Day-of-week distribution
(2) Time-of-day distribution
b) Phase 2 Solutions will provide a detailed summary
of all costs associated with the program or
Campaign, and
c) Phase 2 Solutions will provide a detailed summary
of Lessons Learned from program or Campaign
execution
(1) Effectiveness of the following:
(a) Script
(b) AWS provided materials
(2) Quality Monitoring
(3) Training
L. Systems
-------
1. Compatibility
a) Phase 2 Solutions shall implement the necessary
technology infrastructure (at its own expense), to
support the completion of the Services and/or
creation of the Deliverables defined in this SOW.
Such infrastructure will at all times be, and
maintain compatibility with AWS' systems.
b) Xxxxx 0 Solutions will use *** and *** to *** ***
to another ***. This includes *** on a *** the ***
the ***, and then *** the telephone call.
2. AWS Responsibilities
a) AWS shall provide Phase 2 Solutions with access to
the necessary transactional systems. AWS will
specify the point-of-integration within AWS' data
center.
b) AWS shall provide the toll-free telephone numbers
required for each program, Campaign, or AWS point
of contact.
c) AWS shall provide "top-of-queue" queuing for ***
telephone calls to other AWS call centers.
3. Phase 2 Solutions Responsibilities
a) In accordance with the Agreement and this SOW,
Phase 2 Solutions will provision and maintain data
network connectivity between the Phase 2
Solutions' locations and the AWS network.
b) Phase 2 Solutions shall provide the Local Exchange
Carrier ("LEC") trunk lines into Phase 2
Solutions' locations.
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[AT&T Wireless Logo]
III. TRAINING
AWS may, from time to time, request that Phase 2 Solutions' Training Manager, or
other training resource, attend specific training at an AWS location. The
product of such training will be included in subsequent materials provided to
Phase 2 Solutions' trainees.
A. Initial Training
----------------
Phase 2 Solutions agrees to train Phase 2 Solutions's current personnel on
AWS specific systems and applications, and provide the initial training of
new Phase 2 Solutions personnel for each AWS program or Campaign.
1. AWS Responsibilities
a) AWS shall provide a Training Contact to act as the
single point-of-contact for Phase 2 Solutions's
Training Manager.
b) The AWS Training Contact will work with the Phase 2
Solutions Training Manager to create the written test,
certification test, and program or Campaign-specific
requirements.
c) In support of the initial implementation, AWS will
provide an electronic copy of training materials to
Phase 2 Solutions a minimum of fifteen (15) business
days prior to the beginning of training for
incorporation into the Phase 2 Solutions's training
modules and on-line knowledge management system.
2. Phase 2 Solutions Responsibilities
a) Phase 2 Solutions shall train its personnel at Phase 2
Solutions's facilities.
b) Phase 2 Solutions shall provide hardcopy materials as
required for individual classes.
c) The training classes will include, but are not limited
to, the following AWS approved materials:
(1) *** specific to AWS
(2) *** on the *** or ***
(3) *** training
(4) *** training
(5) ***
(6) *** test
(7) *** by Phase 2 Solutions's *** (*** test)
(8) *** of test
(9) *** and *** session
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[AT&T Wireless Logo]
d) Prior to allowing Xxxxx 0 Solutions *** to *** the ***,
Phase 2 Solutions will *** their *** to *** the *** and
*** of *** and *** as outlined in the *** by Phase 2
Solutions and *** by AWS.
e) After at least *** business day of ***, Phase 2
Solutions will *** each *** to *** test and *** test
with *** as defined in the Campaign Delivery Package.
f) Xxxxx 0 Solutions's TSRs will also take and pass, with
a minimum score as defined in the Campaign Delivery
Package, an oral Certification test of their
presentation skills and comprehension of AWS' Product
and Service benefits and features.
g) Once ***, Phase 2 Solutions *** the *** on the ***
before *** any *** or *** for ***. This *** will
include *** and the *** to *** while still *** a ***
with the ***.
h) Provide *** for any *** on *** who is *** to ***. Phase
2 Solutions will not *** for such ***.
B. New Program or Campaign Training
--------------------------------
For training required by changes to programs or new Campaigns, AWS will
make every effort to have the required information documented and
communicated to Phase 2 Solutions five (5) business days prior to the
program or Campaign start date.
1. AWS Responsibilities
The AWS Training Contact will provide relevant and specific training
materials in electronic form.
2. Phase 2 Solutions Responsibilities
Same as under Section III.A.2
IV. SALES ORDERS, VALIDATION, DIGITAL RECORDING, STORAGE, RETRIEVAL, AND
ACCEPTANCE
A. Phase 2 Solutions will *** every *** and *** the *** for a *** year
period from the *** of the *** or ***. If a *** for the ***, a Phase 2
Solutions *** must *** the *** and *** or the *** must *** to the ***
and
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[AT&T Wireless Logo]
*** the *** and *** a *** to *** the ***. In all *** must *** their
*** on the ***. AWS may *** and *** as *** as ***. Phase 2 Solutions
will *** and *** the *** using any of the following ***, or *** of
***. Phase 2 Solutions will *** to *** within *** hours of *** for
***.
B. Phase 2 Solutions will ***% of the *** prior to the *** day following
the *** to *** that a ***. Should a *** exceed ***%; Xxxxx 0 Solutions
will ***, at its ***, an ***% of that *** sales until the *** below
***%. Should AWS want more than ***% ***; Xxxxx 0 Solutions will ***
the *** as defined in Appendix A "Charges" attached hereto.
C. Phase 2 Solutions will randomly audit sales orders for completeness
and accuracy prior to transmission to AWS. Phase 2 Solutions will call
back for verification prior to shipment those Customers whos sales
orders are incorrect or are deemed questionable as to the Customer's
understanding.
D. Phase 2 Solutions will provide, on a daily basis, written feedback to
supervisors describing any discrepancies on the part of the TSR during
recording. Supervisors will discuss such discrepancies with the TSR
within twenty-four (24) hours from occurrence, and both the supervisor
and TSR will sign off on the discrepancy sheet to verify that the
discussion took place. Phase 2 Solutions will take remedial action
with any TSR who shows discrepancies within twenty-four (24) hours of
the discussion, and such remedial action will result in immediate
correction of the discrepancies identified.
E. Phase 2 Solutions shall use the AWS on-line data entry functions to
process Customer purchases of Products and/or Services.
V. QUALITY ASSURANCE, CUSTOMER COMPLAINTS, AND MONITORING
A. Quality Assurance
-----------------
1. During the term of the Agreement and this SOW, Phase 2
Solutions will assure quality in the Telemarketing Services
provided, as mutually agreed to by AWS and Phase 2 Solutions
in the performance of Phase 2 Solutions's obligations under
this SOW.
2. Phase 2 Solutions will conduct weekly meetings with focus
groups, including TSRs, supervisors, Phase 2 Solutions's
Quality Assurance Xxxxxxxxxx, Xxxxx 0 Solutions's Training
Department, and the Account
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[AT&T Wireless Logo]
Manager to obtain detailed feedback and recommendations on
the current AWS Telemarketing program or Campaign. Such
suggestions may include, but are not limited to: *** and
***, and *** of the ***. The Phase 2 Solutions *** and any
*** into a *** and *** to the ***.
B. Customer Complaints
-------------------
1. Phase 2 Solutions will resolve Customer complaints according
to AWS policies and report the resolution to AWS' Quality
Assurance Contact within*** hours from the date of the
complaint.
2. Upon AWS' request, Phase 2 Solutions will provide a *** to
obtain *** on *** such as *** or ***. Appendix A attached
hereto details the charges for this service.
C. Monitoring
----------
1. Phase 2 Solutions will use its Quality Assurance Department
to insure TSR quality standards. Phase 2 Solutions will use
personnel acting as "Telephone Monitors," who have the
responsibility of ascertaining that all TSRs accurately
represent program or Campaign presentations. Additionally,
the Telephone Monitors will ensure that all TSRs represent
all AWS Product and Service information with accuracy,
professionalism, courtesy, and concern, and that each TSR
establishes a level of interest, comfort, and trust with
each Customer contact. Phase 2 Solutions will monitor the
production and quality of *** a minimum of *** telephone
calls *** week for *** performing in excess of ***% of their
*** or *** times per *** for *** with a quality score below
***%. The Telephone Monitor will complete the *** documented
in Appendix F ("Quality Monitoring Form") attached hereto
that *** the *** on the ***. Phase 2 Solutions will *** of
the *** in the *** and give a *** of the *** to the ***. In
the event the TSR fails the monitoring session with a score
of less than *** percent (***%), the Telephone Monitor will
talk to the TSR and explain *** they *** and *** they *** to
*** to ***. The TSR will be *** to *** the ***.
2. Phase 2 Solutions will provide a *** to enable *** to call,
from any location, and *** in *** to the *** on *** or
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[AT&T Wireless Logo]
Campaigns. Phase 2 Solutions will not inform agents or team
leads *** of ***.
3. Phase 2 Solutions will provide *** with *** and *** at least
*** week prior to the *** date of each *** or ***.
4. Phase 2 Solutions will designate a Telephone Monitor to be
present and who will be prepared to conduct all scheduled
monitoring sessions. All monitoring sessions will begin
promptly at the scheduled times.
VI. REFERRALS TO AWS
Phase 2 Solutions may receive Customer requests for repairs or for merchandise
and labors that AWS has not authorized Phase 2 Solutions to sell or support.
A. AWS Responsibilities
--------------------
AWS will furnish Phase 2 Solutions with detailed and specific written
instructions concerning how TSRs must manage these requests.
B. Phase 2 Solutions Responsibilities
----------------------------------
Phase 2 Solutions will refer all such requests to AWS and will provide AWS
with the following information on the day in which such requests arise:
1. Customer's name
2. Customer's address
3. Customer's wireless telephone number
4. A specific description of the matter
Strict adherence to AWS' instructions regarding referrals is a
material term of the Agreement and this SOW.
VII. PREMISE VISITS
In accordance with the Agreement, AWS may visit any Phase 2 Solutions
telemarketing location. AWS will select the visit dates and Phase 2 Solutions
locations at random, and AWS is not required to notify Phase 2 Solutions in
advance of such premise visits. In addition to activities permitted in this SOW,
Phase 2 Solutions allows AWS to observe the performance of any TSRs providing
Telemarketing Services covered by this SOW and to interview the TSRs
representing AWS' products and services.
VIII. *** OF ***
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[AT&T Wireless Logo]
AWS has the right to request that Xxxxx 0 Solutions *** any *** from *** in an
*** or *** for ***. AWS' *** may *** this *** by *** Phase 2 Solutions's *** in
*** to *** a *** from its *** or ***. Thereafter, Phase 2 Solutions will ***
such *** within *** hours of *** of ***.
IX. TELEMARKETING "DO NOT CALL FILE"
According to the Telephone Consumer Protection Act, Phase 2 Solutions will enter
the information of Customers who do not want to be contacted by telephone for
the purpose of selling AWS' Products and Services into a "Do Not Call File" or
"Do Not Call or Write File." Phase 2 Solutions will enter this information into
AWS' database at the time of Customer contact, and will not attempt to contact
such Customers thereafter.
X. RECORDKEEPING
Phase 2 Solutions will keep for a period of twenty-four (24) months from the
date the record is produced, the following records relating to its activities:
A. The name, any fictitious name used, the last known home address and
telephone number, and the job title(s) for all current and former
employees directly involved in providing the Services.
B. All verifiable authorizations required by the federal Trade Commission
rules regarding telemarketing activities.
XI. MULTIPLE VENDORS
AWS may elect to have more than one supplier provide the Services. In the event
that AWS awards Services to multiple supplier organizations, Phase 2 Solutions
will work cooperatively so that there is consistency in providing Services to
AWS.
XII. BILLING DETAIL
The Agreement defines the process in which Phase 2 Solutions will provide an
Invoice to AWS. In addition, Phase 2 Solutions will provide program or
Campaign-level electronic billing detail to the AWS Invoice Contact and Campaign
Contacts according to the following schedule:
Report When What
---------------------------------------------------------------------------------------------------------
*** Billing Detail *** of the*** at *** Pacific Time ***, and *** for the
---------------------------------------------------------------------------------------------------------
*** Invoice -- The *** of *** the *** at *** *** or ***
---------------------------------------------------------------------------------------------------------
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[AT&T Wireless Logo]
Number 1 Pacific Time
---------------------------------------------------------------------------------------------------------
*** Billing Detail The *** of *** the *** at *** Pacific Time *** and *** or *** since the ***
- Number 1
---------------------------------------------------------------------------------------------------------
*** Invoice - *** of the *** at *** Pacific Time *** with *** or ***
Number 2
---------------------------------------------------------------------------------------------------------
*** Billing Detail *** of the *** at *** Pacific Time *** and *** by *** since the ***
- Number 2
---------------------------------------------------------------------------------------------------------
*** Billing Detail *** of the *** at *** Pacific Time *** and *** by *** or *** for the ***
- Summary
---------------------------------------------------------------------------------------------------------
*** Billing Detail *** after the *** of a *** or *** at the *** ***and *** by *** or *** for the ***
*** Section II.L.18
---------------------------------------------------------------------------------------------------------
XIII. AT&T WIRELESS and PHASE 2 SOLUTIONS CONTACTS
The AWS and Phase 2 Solutions Contacts are documented in Appendix G ("Contacts")
attached hereto.
XIV. REMEDIES for NON-PERFORMANCE
The following remedies for non-performance apply on a per Campaign or program
basis and AWS and Phase 2 Solutions will measure the Service Level on a
bi-weekly basis.
Service Level Matrix Goal Penalty Penalty Penalty
1st Consecutive 2nd Consecutive 3rd Consecutive
Reporting Period Reporting Period Reporting Period
------------------------------------------------------------------------------------
Blocked Calls ***%
----------------------------
Actual >***% ***% ***% ***%
>***% ***% ***% ***%
>***% ***% ***% ***%
----------------------------
Abandoned Calls ***%
----------------------------
Actual >***% ***% ***% ***%
>***% ***% ***% ***%
>***% ***% ***% ***%
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[AT&T Wireless Logo]
----------------------------
***
Report ***%
----------------------------
(*** go into *** after ***. ***is due *** Pacific Time the ***)
Actual <***% ***% ***% ***%
<***% ***% ***% ***%
<***% ***% ***% ***%
----------------------------
***
Score ***%
----------------------------
(*** will *** according to the *** of the *** herein)
Actual <***% ***% ***% ***%
***% ***% ***% ***%
***% ***% ***% ***%
----------------------------
*** ***%
----------------------------
Actual ***% ***% ***% ***%
***% ***% ***% ***%
***% ***% ***% ***%
--------------------------------------------------------------------------------
Total *** of *** ***% ***% ***%
--------------------------------------------------------------------------------
XV. ADDITIONAL TERMS AND CONDITIONS
A. Appendix B (attached hereto as "Change Management") documents the
Change Management Form used to request changes to the scope of service
required under this SOW. Each party must sign the Change Management
Form in writing prior to it becoming a valid contract document that
amends this SOW. This SOW and the Agreement complement each other;
however, in the event of an irreconcilable conflict in the terms
between the documents, the provisions of this SOW will have precedence
over the terms of the Agreement.
B. The authorized representatives sign below for their respective
organizations.
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[AT&T Wireless Logo]
The Agreement, this SOW and the Appendix(es) incorporated herein constitute the
entire agreement between the parties concerning the subject matter hereof, and
may not be amended except in a writing signed by both parties.
AWS as agent for AT&T Wireless Phase 2 Solutions, Inc.
Services, Inc.
------------------------------------- ----------------------------------------
Authorized Signature Authorized Signature
------------------------------------- ----------------------------------------
Printed Name Printed Name
------------------------------------- ----------------------------------------
Title Title
------------------------------------- ----------------------------------------
Date Date
4/13/2004 AT&T Wireless and Phase 2 Solutions Confidential Page 22 of 52
[AT&T Wireless Logo]
Appendix A: CHarges
Click on the imbedded Excel spread sheet to expand the Phase 2 Solutions pricing
for AT&T Wireless:
AT&T Wireless
Start Up & Fees
Pricing
---------------------------------------------------------------------------------------------------
Pricing seen in the following Work sheets for Voice, IVR, Data Entry include: Cost $
---------------------------------------------------------------------------------------------------
PROJECT MANAGEMENT $ _
LEAD MANAGEMENT $ _
MATERIALS $ _
REP. IMPROVEMENT TRAINING $ _
ONLINE REPORTING $ _
TELECOM. (ONGOING & SET UP) $ _
---------------------------------------------------------------------------------------------------
ADDITIONAL FOES FOR VOICE, IVR, DATA ENTRY INCLUDE: COST $
---------------------------------------------------------------------------------------------------
*** TRAINING $ *** PER ***
ATTRITION TRAINING $ *** NOT TO EXCEED ***%
BRC / OCR SET UP $ *** PER ***
BRC POSTAGE $ *** EQUAL TO ***
TECHNICAL FACILITATION $ *** PER ***
TRAVEL EXPENSE (IF REQUIRED BY AT&T WIRELESS I.E. TRAINING, TECH.
FACIL. TRAVEL) $ *** ***
HOURLY FEE (FOR NON-SALES CAMPAIGNS) $ *** PER ***
HOURLY FEE (TO HOLD REPS BETWEEN CAMPAIGNS) $ *** PER ***
***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
[AT&T Wireless Logo]
Appendix B
Campaign Change Management Form
[AT&T Wireless Logo]
Campaign Name:
Campaign Manager:
Reason for Request:
-----------------------
Proposed Change (Y/N)
-----------------------
-----------------------
Cost
-----------------------
Schedule
-----------------------
Scope
-----------------------
Description of Proposed Change: (A description of the change being proposed and
the rationale for the change).
Associated Campaign Delivery Package / Change Requests: (The Campaign Delivery
Package and Change Requests contained within this project).
Schedule:
---------------------------------------
Approved Dates New Dates
---------------------------------------
---------------------------------------
Start Date
---------------------------------------
End Date
---------------------------------------
Project Labor:
(Estimate of effort, in person days, required by each organization to implement
the change)
Change Costs:
-------------------------------------------------------------
Approved New
Budget Estimate
-------------------------------------------------------------
-------------------------------------------------------------
Total Labor Costs (from above) $ $
-------------------------------------------------------------
Non-Labor Costs: $
-------------------------------------------------------------
Hardware $ $
-------------------------------------------------------------
Software $ $
-------------------------------------------------------------
Professional Services / Vendor Payments $ $
-------------------------------------------------------------
Change Cost Total $ $
-------------------------------------------------------------
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[AT&T Wireless Logo]
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[AT&T Wireless Logo]
Accepted: Phase 2 Solutions, Inc
AT&T Wireless Services Inc
By: By: /s/ Xxxxx Xxxxxxx
--------------------------------- ------------------------------------
Time: Time: President
------------------------------- ----------------------------------
Date: Date: 4/14/2004
------------------------------- ----------------------------------
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[AT&T Wireless Logo]
Appendix C: Formats
Finder File - CMT Lead File Format, Version 3 5/19/03
--------------------------------------------------------------------------------------------------------
Wisdem Name Description Example Sql Data Type Required Data
--------------------------------------------------------------------------------------------------------
SID Customer sid 823 Decimal (16,0) Required
--------------------------------------------------------------------------------------------------------
Svc Wireless Phone Number 8015501111 Decimal (16,0) Required
--------------------------------------------------------------------------------------------------------
Svc_key Service's unique ID for 756801 Decimal (16,0) Required
WISDEM
--------------------------------------------------------------------------------------------------------
Acct Wireless Account Number 7100901457 Decimal (10,0) Required
--------------------------------------------------------------------------------------------------------
Name Full Name of individual Xxx Customer Varchar (30) Required
customer or user
--------------------------------------------------------------------------------------------------------
Attn_line_1 Attention Line 1 C/O AT&T Varchar (30) Optional
--------------------------------------------------------------------------------------------------------
Attn_line_2 Attention Line 2 Ste 200 Varchar (30) Optional
--------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxxx Xxxxxxx 222 Riverboat Varchar (30) Required
--------------------------------------------------------------------------------------------------------
City City Plain City Varchar (30) Required
--------------------------------------------------------------------------------------------------------
State State Code UT Varchar (2) Required
--------------------------------------------------------------------------------------------------------
Zip Zip 84020 Varchar (9) Required
--------------------------------------------------------------------------------------------------------
SS_last_4 Last 4 numbers of SS 1234 Varchar (4) Required
--------------------------------------------------------------------------------------------------------
Home_phone Home telephone # 8012665875 Varchar (10) Required
--------------------------------------------------------------------------------------------------------
Work_phone Work telephone # 8013135555 Varchar (10 Required
--------------------------------------------------------------------------------------------------------
Mkt_desc Market description Salt Lake City Varchar (40) Required
--------------------------------------------------------------------------------------------------------
District_desc District Description DIST Utah Varchar (40) Required
--------------------------------------------------------------------------------------------------------
3M_avg_rev Average 3 month revenue 124.99 Decimal(10,2) Required
--------------------------------------------------------------------------------------------------------
3M_avg_mou Average 3 month minutes of 1240 Int Required
use
--------------------------------------------------------------------------------------------------------
Current_RP Current Rate Plan name DOE $99.99 F175 Varchar (30) Required
--------------------------------------------------------------------------------------------------------
RP_access Current monthly access fee 99.99 Decimal (10,2) Required
--------------------------------------------------------------------------------------------------------
RP_included_mins Current rate plan included 1000 Int Required
minutes
--------------------------------------------------------------------------------------------------------
Contract_end_date Depicts the date on which 12/01/03 Date Required
current contract ends
--------------------------------------------------------------------------------------------------------
RP_REC_1 Recommended rate plan name 1 Varchar (30) Optional
--------------------------------------------------------------------------------------------------------
RP_REC_2 Recommended rate plan name 2 Varchar (30) Optional
--------------------------------------------------------------------------------------------------------
Promo_offer_1 Actual Offer Given to $50 Service Varchar (100) Required
Customer - See Cell Credit
--------------------------------------------------------------------------------------------------------
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[AT&T Wireless Logo]
--------------------------------------------------------------------------------------------------------
Matrix
--------------------------------------------------------------------------------------------------------
Promo_offer_2 Recommended promo or feature Varchar (100) Optional
name
--------------------------------------------------------------------------------------------------------
Cell Test Cell A Varchar (5) Required - If NULL
must be populated
with a ZERO.
--------------------------------------------------------------------------------------------------------
Subcell Test SubCell - Sub offer 1 Varchar (5) Required - If NULL
rolling up under main Test must be populated
Cell with a ZERO.
--------------------------------------------------------------------------------------------------------
Extract_date Date campaign data was 03/10/03 date Required
extracted from WISDEM
--------------------------------------------------------------------------------------------------------
LTV Score LTV Score - 1500 Int Required - If NULL
Amt_Monthly_Margin or not available
must be populated
with a ZERO.
--------------------------------------------------------------------------------------------------------
LTV Value LTV Score Value - VH Varchar (10) Required - if NULL
Amt_Potential_Margin or not available
must be populated
with "NA"
--------------------------------------------------------------------------------------------------------
Data Rate Plan Current Data Rate Plan name AT&T Wireless Varchar (40) Optional
Mobile Internet
--------------------------------------------------------------------------------------------------------
3M_avg_data 3-month average data usage 39.99 Decimal (10,2) Optional
--------------------------------------------------------------------------------------------------------
Data Offer 1 Recommended Data Offer 1 One Month Free Varchar (50) Optional
--------------------------------------------------------------------------------------------------------
Data Offer 2 Recommended Data Offer 2 Two Months Free Varchar (50) Optional
--------------------------------------------------------------------------------------------------------
GSM Customer Flag Flag indicating that the Y Varchar (2) Populate - N
current customer is a GSM
customer
--------------------------------------------------------------------------------------------------------
Macro Segment Macro Segment Small Business Varchar (20) Populate
--------------------------------------------------------------------------------------------------------
Responder File
Phase 2 Solutions warrants that the responder data shall follow the specified
format. Errors result from improperly formatted data which condition is
unacceptable to AWS. The file format shall be tab-delimited between fields and
CR/LF between records.
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[AT&T Wireless Logo]
Comma separated files (CSV) can be used only if embedded commas are removed.
Commas, even within quoted text, are unacceptable. To prevent problems with
commas, Phase 2 Solutions will use an alternate delimiter such as a semicolon or
tilde.
---------------------------------------------------------------------
COLUMN NAME DATA TYPE REQUIRED/OPTIONAL
---------------------------------------------------------------------
User ID varchar(50) e.g. BRC, IVR Required
---------------------------------------------------------------------
Date date(yyyy/mm/dd) Required
---------------------------------------------------------------------
Time time(hh:mm:ss) Required
---------------------------------------------------------------------
Campaign Contact Type varchar(20) Required
---------------------------------------------------------------------
Disposition varchar(5) Required
---------------------------------------------------------------------
Reason varchar(75) Optional
---------------------------------------------------------------------
Offer Support Code varchar(20) Optional
---------------------------------------------------------------------
Svc Key decimal(16,0) Required
---------------------------------------------------------------------
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[AT&T Wireless Logo]
Appendix D: Performance Measurement and Reporting
------------------------------------------------------------------------------------------------------------------------------------
Real-time
Measure Definition Measurement Objective Measure Historic
------------------------------------------------------------------------------------------------------------------------------------
Offered Calls Measures the number Inbound: (Offered Calls *** For each For each Campaign,
of originating - Test Calls) Campaign report by
telephone calls half-hour
offered to the IVR increment for
and the ACD. previous day with
summaries by week,
month, quarter,
and year
------------------------------------------------------------------------------------------------------------------------------------
Service Availability Measures the Inbound: All Trunks *** - Alert on event For each Campaign,
availability of Busy *** report by
supporting systems. Outbound: All Trunks *** - half-hour
Busy *** calls increment for
Computer system - Time *** - ***% ***(1) previous day with
system available for use summaries by week,
month, quarter,
and year Service
Availability for
Computer system is
measured over a
one (1) month
period.
------------------------------------------------------------------------------------------------------------------------------------
Abandoned Calls, Measures the number Inbound: Abandoned *** For each For each Campaign,
Immediately of Customers who hang Calls, Immediately Campaign report by
up before queuing. half-hour
increment for
previous day with
------------------------------------------------------------------------------------------------------------------------------------
----------
(1) AT&T Wireless computer systems are the responsibility of AT&T Wireless.
Phase 2 Solutions computer systems are the responsibility of Phase 2
Solutions.
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[AT&T Wireless Logo]
------------------------------------------------------------------------------------------------------------------------------------
Real-time
Measure Definition Measurement Objective Measure Historic
------------------------------------------------------------------------------------------------------------------------------------
summaries by week,
month, quarter,
and year
------------------------------------------------------------------------------------------------------------------------------------
IVR "Opt-out" Point A peg-count measure Inbound: *** None For each Campaign,
of the point the in Welcome report by counter
IVR script where the Enter MIN by day
Customer "opts-out" Enter SSN
or hangs-up. Offer Selection
Offer Confirmation
------------------------------------------------------------------------------------------------------------------------------------
IVR "Opt-out" Measures the number Inbound: *** For each For each Campaign,
Percentage of Customers who do (IVR Calls that Campaign report by
not complete their "opt-out" of IVR/IVR half-hour
IVR transaction. Calls)* (100) increment for
previous day with
summaries by week,
month, quarter and
year
------------------------------------------------------------------------------------------------------------------------------------
Already Accepted Measures the number Inbound: *** For each For each Campaign,
of Customers who call Already Accepted Campaign report by
but who have already half-hour
accepted their offer. increment for
previous day with
summaries by week,
month, quarter and
year
------------------------------------------------------------------------------------------------------------------------------------
IVR Completions Measures the number Inbound: IVR Completions *** For each For each Campaign,
of Customers who use Campaign report by
the IVR to accept half-hour
their offer. increment for
previous day with
summaries by
------------------------------------------------------------------------------------------------------------------------------------
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[AT&T Wireless Logo]
------------------------------------------------------------------------------------------------------------------------------------
week, month,
quarter and year
------------------------------------------------------------------------------------------------------------------------------------
Transfer to Agent Measures the number of Inbound: *** For each For each Campaign,
(Received Calls) telephone calls IVR Transfers to TSR Campaign report by
transferred from the half-hour
IVR. increment for
previous day with
summaries by week,
month, quarter,
and year
------------------------------------------------------------------------------------------------------------------------------------
After Hours Message Measures the number of Inbound: *** For each For each Campaign,
Customers who hear the After Hours Message Campaign report by
After Hours Message. half-hour
increment for
previous day with
summaries by week,
month, quarter,
and year
------------------------------------------------------------------------------------------------------------------------------------
Answered Immediately Measures the number of Inbound: *** For each For each Campaign,
Customers calls Handled Calls, Campaign report by
immediately answered Immediately half-hour
by TSRs. increment for
previous day with
summaries by week,
month, quarter,
and year
------------------------------------------------------------------------------------------------------------------------------------
Abandoned Calls Measures the number of Inbound: *** For each For each Campaign,
Customers who hang up Abandoned Calls, After Campaign report by
while in queue. Queuing half-hour
increment for
previous day with
------------------------------------------------------------------------------------------------------------------------------------
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[AT&T Wireless Logo]
------------------------------------------------------------------------------------------------------------------------------------
summaries by week,
month, quarter,
and year
------------------------------------------------------------------------------------------------------------------------------------
Abandoned Call Measures the Inbound: ***% For each For each Campaign,
Percentage percentage of callers (Abandoned Calls, After Campaign report by
who abandon. Queuing/ half-hour
Received Calls)* (100) increment for
previous day with
summaries by week,
month, quarter,
and year
------------------------------------------------------------------------------------------------------------------------------------
Average Time to Measures at what point Inbound: (Queue Time *** For each For each Campaign,
Abandon in time, on average, Before Abandoning)/ Campaign report by
that a caller abandons (Abandoned Interactions, half-hour
the queue. After Queuing) increment for
previous day with
summaries by week,
month, quarter,
and year
------------------------------------------------------------------------------------------------------------------------------------
Answered After Measures the number of Inbound: *** For each For each Campaign,
Queuing Customers calls Handled Calls, After Campaign report by
answered by TSRs after Queuing half-hour
queuing. increment for
previous day with
summaries by week,
month, quarter,
and year
------------------------------------------------------------------------------------------------------------------------------------
Average Time in Measures the average Inbound: (Queue time/ *** For each For each Campaign,
Queue time a Customer spends (Handled Calls, After Campaign report by
in queue. Queuing) half-hour
increment for
------------------------------------------------------------------------------------------------------------------------------------
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[AT&T Wireless Logo]
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previous day with
summaries by week,
month, quarter, and
year
------------------------------------------------------------------------------------------------------------------------------------
Longest Time in Measures the maximum Inbound: *** For each For each Campaign,
Queue time a Customer is in Maximum Delay Campaign report by half-hour
queue. increment for
previous day with
summaries by week,
month, quarter, and
year
------------------------------------------------------------------------------------------------------------------------------------
Average Speed of Measures the average Inbound: *** For each For each Campaign,
Answer time to answer a (Queue time)/ Campaign report by half-hour
telephone call. (Received Calls) increment for
previous day with
summaries by week,
month, quarter, and
year
------------------------------------------------------------------------------------------------------------------------------------
Average Talk Time Measures the average Inbound: *** For each For each Campaign,
time a Customer spends (Talk Time + Hold Time) Campaign report by half-hour
on hold or talking with / (Handled Calls, After increment for
a TSR. Queuing + Handled Calls, previous day with
Immediately) summaries by week,
Outbound: month, quarter, and
(Talk Time + Hold Time) year
/ (Right Party Contacts)
------------------------------------------------------------------------------------------------------------------------------------
Average Measures the average Inbound: *** For each For each
------------------------------------------------------------------------------------------------------------------------------------
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[AT&T Wireless Logo]
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Handle Time time TSRs spend (Queue time + Talk Time Campaign Campaign, report
on a telephone + Hold Time + After Call by half-hour
call. Work Time) / (Handled increment for
Calls, After Queuing + previous day with
Handled Calls, summaries by
Immediately) Outbound: week, month,
(Talk Time + Hold Time) quarter, and year
/ (Right Party Contacts)
------------------------------------------------------------------------------------------------------------------------------------
Conversions Measures the Inbound: *** For each For each
number of offer Conversions Campaign Campaign, report
accepts. Outbound: by half-hour
Conversions increment for
previous day with
summaries by
week, month,
quarter and year
------------------------------------------------------------------------------------------------------------------------------------
Agent Conversion Measures contacts Inbound: Inbound: For each For each
Percentage that conclude in (Conversions/ Received As defined for Campaign Campaign, report
the acceptance of Calls)* 100 in each by half-hour
the offer. Outbound: Campaign the increment for
(Conversions/Right Party specific previous day with
Contacts)*100 Campaign summaries by
Delivery week, month,
Package quarter and year
Outbound:
As defined for
each Campaign
in the
specific
Campaign
------------------------------------------------------------------------------------------------------------------------------------
IVR Completion Measures the Inbound: *** For each For each
Percentage percentage of (IVR Completions/ IVR Campaign Campaign, report
Customers who use Calls) by half-hour
the IVR to accept increment for
their
------------------------------------------------------------------------------------------------------------------------------------
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[AT&T Wireless Logo]
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offer. previous day with
summaries by week,
month, quarter and
year
------------------------------------------------------------------------------------------------------------------------------------
TSR Payroll Hours Measures the hours Inbound: *** For each For each Campaign,
worked by TSRs. Inbound TSR Payroll Campaign report by
Hours half-hour
Outbound: increment for
Outbound TSR Payroll previous day with
Hours summaries by week,
month, quarter and
year
------------------------------------------------------------------------------------------------------------------------------------
Dialed Calls Measures the number of Outbound: *** For each For each Campaign,
telephone calls dialed Dialed Calls Campaign report by
for a specific half-hour
outbound campaign. increment for
previous day with
summaries by week,
month, quarter and
year
------------------------------------------------------------------------------------------------------------------------------------
Non-Transferred Measures the reasons Outbound: *** For each For each Campaign,
Calls Dialed Calls are not Total for Campaign report by
transferred to TSRs. Non-Transferred Calls half-hour
with pegs counts for: increment for
Invalid Signal, FAX previous day with
Tone, Busy, No Answer, summaries by week,
Voice Mail Box, or month, quarter and
Abandoned Call year
------------------------------------------------------------------------------------------------------------------------------------
Non-Transferred Measures the Outbound: For each Campaign,
Percentage percentage of Dialed (Non-Transferred report by
Calls for a specific Calls/Dialed Calls)* 100 half-hour
------------------------------------------------------------------------------------------------------------------------------------
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[AT&T Wireless Logo]
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campaign that are not increment for
transferred to a TSR. previous day with
summaries by week,
month, quarter and
year
------------------------------------------------------------------------------------------------------------------------------------
Wrong Numbers Measures the number of Outbound: *** For each For each Campaign,
Dialed Calls that are Wrong Numbers Campaign report by
to a wrong number. half-hour
increment for
previous day with
summaries by week,
month, quarter and
year
------------------------------------------------------------------------------------------------------------------------------------
Right Party Contact Measures the number of Outbound: *** For each For each Campaign,
Dialed Calls that Right Party Contact Campaign report by
transfer to a TSR that half-hour
reach the person increment for
legally able to make a previous day with
decision. summaries by week,
month, quarter and
year
------------------------------------------------------------------------------------------------------------------------------------
Right Party Contact Measures the Outbound: *** For each For each Campaign,
Percentage percentage of Right (Right Party Contact/ Campaign report by
Party Contacts to (Dialed Calls - half-hour
Dialed Calls that Non-Transferred Calls - increment for
transfer to a TSR and Wrong Numbers))* 100 previous day with
reach to person summaries by week,
legally able to make a month, quarter and
decision. year
------------------------------------------------------------------------------------------------------------------------------------
Scheduled Call Backs Measures the number of Outbound: *** For each For each Campaign,
Dialed Calls to a Scheduled Call Backs Campaign report
------------------------------------------------------------------------------------------------------------------------------------
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[AT&T Wireless Logo]
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Right Party Contact by half-hour
that result in increment for
scheduling a future previous day with
call to complete the summaries by week,
offer. month, quarter,
and year
------------------------------------------------------------------------------------------------------------------------------------
Completed Offers Measures the number of Outbound: *** For each For each Campaign,
Dialed Calls to a Completed Offers Campaign report by
Right Party Contact half-hour
where the TSR increment for
completes the offer. previous day with
summaries by week,
month, quarter,
and year
------------------------------------------------------------------------------------------------------------------------------------
Completed Offers Measures the Outbound: *** For each For each Campaign,
Percentage percentage of (Completed Offers / Campaign report by
Completed Offers to a Right Party Contacts)* half-hour
Right Party Contact. 100 increment for
previous day with
summaries by week,
month, quarter,
and year
------------------------------------------------------------------------------------------------------------------------------------
Contacts Per Hour Measures the number of Inbound: *** For each For each Campaign,
contacts each TSR Received Calls/ Inbound Campaign report by
completes per hour. TSR Payroll Hours half-hour
Outbound: increment for
Right Party Contact/ previous day with
Outbound TSR Payroll summaries by week,
Hours month, quarter,
and year
------------------------------------------------------------------------------------------------------------------------------------
Average Measures the average Outbound: *** For each For each
------------------------------------------------------------------------------------------------------------------------------------
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[AT&T Wireless Logo]
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Available Time time a TSR was ready (Available Time / Dialed Campaign Campaign, report
to accept Calls, but Calls - Non-Transferred by half-hour
was not currently Calls - Wrong Numbers)) increment for
involved in Call work previous day with
summaries by week,
month, quarter,
and year
------------------------------------------------------------------------------------------------------------------------------------
List Penetration Measures the Outbound: *** For each For each Campaign,
completion percentage (((SIGMA) Dialed Calls) Campaign report by
of an outbound call / ((Start List Size) - half-hour
list. ((SIGMA) Non-Right Party increment for
Contact) - ((SIGMA) previous day with
Wrong Numbers) - summaries by week,
((SIGMA) Right Party month, quarter,
Contact))* 100 and year
------------------------------------------------------------------------------------------------------------------------------------
BRC Scans Measures the number of BRCs Scans *** None For each Campaign,
BRCs scans completed. report by day with
summaries by week,
month, quarter,
and year
------------------------------------------------------------------------------------------------------------------------------------
BRC Carryover At the end of the day, BRC Carry-over *** None For each Campaign,
measures the number of report by day with
BRCs carried over from summaries by week,
one day to the next. month, quarter,
and year
------------------------------------------------------------------------------------------------------------------------------------
BRC - Received Measures the number of BRC Received *** None For each Campaign,
BRCs received per day. report by day with
summaries by
------------------------------------------------------------------------------------------------------------------------------------
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[AT&T Wireless Logo]
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week, month,
quarter, and year
------------------------------------------------------------------------------------------------------------------------------------
Manual Provisioning At the end of the day, MP Carry-over *** None For each Campaign,
- Carry-over measures the number of report by
manual provisioning end-of-day with
records carried over summaries by week,
from one day to the month, quarter,
next. MP Carry-over and year
------------------------------------------------------------------------------------------------------------------------------------
Manual Provisioning Measures the number of MP Received *** None For each Campaign,
- Received manual provisioning report by day with
records received per summaries by week,
day. MP Received month, quarter,
and year
------------------------------------------------------------------------------------------------------------------------------------
Provisioned Measures the number of Provisioned *** None For each Campaign,
completed Manual report by day with
Provisioning records. summaries by week,
month, quarter,
and year
------------------------------------------------------------------------------------------------------------------------------------
Exception - Measures the number of ECA *** None For each Campaign,
Cancelled Accounts cancelled accounts report by day with
among the Manual summaries by week,
Provisioning records. month, quarter,
and year
------------------------------------------------------------------------------------------------------------------------------------
Exception - Already Measures the number of EAP *** For each For each Campaign,
Provisioned already provisioned Campaign report by day with
accounts among the summaries by
Manual Provisioning
------------------------------------------------------------------------------------------------------------------------------------
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[AT&T Wireless Logo]
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records. week, month,
quarter, and year
------------------------------------------------------------------------------------------------------------------------------------
Exception - Invalid Measures the number of EIRP *** None For each Campaign,
Rate Plan / Promo / invalid rate plan or report by day with
Feature promotion or features summaries by week,
among the Manual month, quarter,
Provisioning records. and year
------------------------------------------------------------------------------------------------------------------------------------
Exception - Measures the number of EDR *** None For each Campaign,
Duplicate Records duplicate records report by day with
accounts among the summaries by week,
Manual Provisioning month, quarter,
records. and year
------------------------------------------------------------------------------------------------------------------------------------
Exception - Measures the number of EUR *** None For each Campaign,
Unworkable Record unworkable records report by day with
accounts among the summaries by week,
Manual Provisioning month, quarter,
records. and year
------------------------------------------------------------------------------------------------------------------------------------
Manual Provisioning Measures the number of (Provisioned + ECA + *** None For each Campaign,
- Resolved manual provisioning EAP + EIRP + EDR + EUR) report by day with
records completed. MP summaries by week,
Resolved month, quarter,
and year
------------------------------------------------------------------------------------------------------------------------------------
MP Payroll Hours Measures the hours MP Payroll Hours *** For each For each Campaign,
worked by manual Campaign report by
provisioning personnel. half-hour
increment for
------------------------------------------------------------------------------------------------------------------------------------
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***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
[AT&T Wireless Logo]
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previous day with
summaries by week,
month, quarter,
and year
------------------------------------------------------------------------------------------------------------------------------------
MP Records per Hour Measures the average (MP Resolved / MP *** For each For each Campaign,
number of manual Payroll Hours) Campaign report by
provisioning records half-hour
worked per hour. increment for
previous day with
summaries by week,
month, quarter and
year
------------------------------------------------------------------------------------------------------------------------------------
Data Entry Errors Measures the percent (Data Entry Errors) / *** None For each Campaign,
per 1,000 Pieces of and rework in the (Provisioned / 1000) a weekly report
Work center. Also reports Types of Errors: peg with summaries by
on the types of errors. count month, quarter,
and year
------------------------------------------------------------------------------------------------------------------------------------
On-time Manual Measures the number of Based on Priority Plan *** None For each Campaign,
Processing manually processed in the Campaign a weekly report
records that were Delivery Package with summaries by
processed by priority month, quarter,
and year
------------------------------------------------------------------------------------------------------------------------------------
On-time Report Measures the (On-time Reports / *** None Report by day with
Generation percentage of on-time Total Reports)* 100 summaries by week,
generation of reports. month, quarter,
and year
------------------------------------------------------------------------------------------------------------------------------------
Contact Quality Assigns a value to the Call Quality Score For ***% None For each Campaign,
Score quality of individual a weekly report
contacts. with
------------------------------------------------------------------------------------------------------------------------------------
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[AT&T Wireless Logo]
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summaries by
month, quarter,
and year
------------------------------------------------------------------------------------------------------------------------------------
Monitored Call Measures the ratio of For each TSR: (Weekly *** telephone None For each Campaign,
Percentage monitored calls to Monitored Calls / Weekly calls per *** a weekly report
received calls. Received Calls) * 100 for *** with summaries by
performing in month, quarter,
excess of ***% and year
of their ***
or *** times
per *** for
*** with a ***
below ***%.
------------------------------------------------------------------------------------------------------------------------------------
Sales A measure of contacts (Sales / Received Calls) *** For each For each Campaign,
that result in the * 100 Campaign report by
sale of ancillary half-hour
items or agreements. increment for
previous day with
summaries by week,
month, quarter,
and year
------------------------------------------------------------------------------------------------------------------------------------
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***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
[AT&T Wireless Logo]
Appendix E: Campaign Delivery Package
-----------
Sample Sent
-----------
4/13/2004 AT&T Wireless and Phase 2 Solutions Confidential Page 21 of 52
[AT&T Wireless Logo]
Appendix F: Quality Monitoring Form
-----------------------------------------------------------------------------------------------------
# Category Score/Detail Out of
-----------------------------------------------------------------------------------------------------
QA Details
-----------------------------------------------------------------------------------------------------
TSR Name
-----------------------------------------------------------------------------------------------------
Supervisor Name
-----------------------------------------------------------------------------------------------------
Source Name
-----------------------------------------------------------------------------------------------------
QA Date
-----------------------------------------------------------------------------------------------------
Start Time
-----------------------------------------------------------------------------------------------------
Stop Time
-----------------------------------------------------------------------------------------------------
Customer Name
-----------------------------------------------------------------------------------------------------
***
-----------------------------------------------------------------------------------------------------
1 *** used *** when ***. ***
-----------------------------------------------------------------------------------------------------
*** and ***
-----------------------------------------------------------------------------------------------------
2 Used *** and *** of ***. ***
-----------------------------------------------------------------------------------------------------
3 Asked *** and ***. ***
-----------------------------------------------------------------------------------------------------
4 *** and *** of AT&T Wireless *** and ***. ***
-----------------------------------------------------------------------------------------------------
5 Used *** to *** (for example: *** that *** to *** *** this *** your ***
***).
-----------------------------------------------------------------------------------------------------
6 *** and *** for the ***. *** at *** in ***. ***
-----------------------------------------------------------------------------------------------------
7 Used the *** for the ***. ***
-----------------------------------------------------------------------------------------------------
8 *** AT&T Wireless *** and *** ***
-----------------------------------------------------------------------------------------------------
9 *** and ***. ***
-----------------------------------------------------------------------------------------------------
10 *** used *** and ***. ***
-----------------------------------------------------------------------------------------------------
*** and ***
-----------------------------------------------------------------------------------------------------
11 *** used *** when to *** and the ***. *** to *** the *** the *** and ***
*** to ***.
-----------------------------------------------------------------------------------------------------
12 *** did not ***, or *** or *** (for example: *** let me *** my ***, ***
etc.)
-----------------------------------------------------------------------------------------------------
13 *** treated *** with *** and *** did not *** or *** on any *** the ***. ***
*** the *** in a ***. *** did *** the ***.
-----------------------------------------------------------------------------------------------------
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[AT&T Wireless Logo]
-----------------------------------------------------------------------------------------------------
14 *** and ***. *** and ***. ***
-----------------------------------------------------------------------------------------------------
*** and ***
-----------------------------------------------------------------------------------------------------
15 *** and *** - *** ***
-----------------------------------------------------------------------------------------------------
***
-----------------------------------------------------------------------------------------------------
16 *** AT&T Wireless Customer ***
-----------------------------------------------------------------------------------------------------
17 ***. ***
-----------------------------------------------------------------------------------------------------
***
-----------------------------------------------------------------------------------------------------
1 ***. ***
-----------------------------------------------------------------------------------------------------
2 ***. ***. ***
-----------------------------------------------------------------------------------------------------
3 *** ***
-----------------------------------------------------------------------------------------------------
4 *** or ***. ***
-----------------------------------------------------------------------------------------------------
Points Available: 100
Points Received: 100
Total Percentage: 100.00%
4/13/2004 AT&T Wireless and Phase 2 Solutions Confidential Page 23 of 52
***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
[AT&T Wireless Logo]
Appendix G: Contacts
--------------------------------------------------------------------------------
AT&T Wireless
Services, Inc. Phase 2 Solutions
--------------------------------------------------------------------------------
Primary Representative Chief Financial Officer
--------------------------------------------------------------------------------
Name ***
--------------------------------------------------------------------------------
Address 0000 Xxxxxxxx Xxxx
--------------------------------------------------------------------------------
Suite 1000
--------------------------------------------------------------------------------
Xxxxxxxxxx, XX 00000
--------------------------------------------------------------------------------
E-mail address ***@xxxxx0xxxxxxxxx.xxx
--------------------------------------------------------------------------------
Telephone Number ***
--------------------------------------------------------------------------------
Cellular Telephone Number ***
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Designated Alternate Account Manager
--------------------------------------------------------------------------------
Name ***
--------------------------------------------------------------------------------
Address 0000 Xxxxxxxx Xxxx
--------------------------------------------------------------------------------
Suite 1000
--------------------------------------------------------------------------------
Xxxxxxxxxx, XX 00000
--------------------------------------------------------------------------------
E-mail Address ***@xxxxx0xxxxxxxxx.xxx
--------------------------------------------------------------------------------
Telephone Number ***
--------------------------------------------------------------------------------
Cellular Telephone Number ***
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Invoicing Chief Financial Officer
--------------------------------------------------------------------------------
Name ***
--------------------------------------------------------------------------------
Address 0000 Xxxxxxxx Xxxx
--------------------------------------------------------------------------------
Suite 1000
--------------------------------------------------------------------------------
Xxxxxxxxxx, XX 00000
--------------------------------------------------------------------------------
E-mail Address ***@xxxxx0xxxxxxxxx.xxx
--------------------------------------------------------------------------------
Telephone Number ***
--------------------------------------------------------------------------------
Cellular Telephone Number ***
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Training Training Manager
--------------------------------------------------------------------------------
Name ***
--------------------------------------------------------------------------------
Address 0000 Xxxxxxxx Xxxx
--------------------------------------------------------------------------------
Suite 1000
--------------------------------------------------------------------------------
Xxxxxxxxxx, XX 00000
--------------------------------------------------------------------------------
E-mail Address ***@xxxxx0xxxxxxxxx.xxx
--------------------------------------------------------------------------------
Telephone Number ***
--------------------------------------------------------------------------------
Cellular Telephone Number ***
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Quality Assurance Quality Assurance Supervisor
--------------------------------------------------------------------------------
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***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
[AT&T Wireless Logo]
--------------------------------------------------------------------------------
Name ***
--------------------------------------------------------------------------------
Address 0000 Xxxxxxxx Xxxx
--------------------------------------------------------------------------------
Suite 1000
--------------------------------------------------------------------------------
Xxxxxxxxxx, XX 00000
--------------------------------------------------------------------------------
E-mail Address ***@xxxxx0xxxxxxxxx.xxx
--------------------------------------------------------------------------------
Telephone Number ***
--------------------------------------------------------------------------------
Cellular Telephone Number ***
--------------------------------------------------------------------------------
4/13/2004 AT&T Wireless and Phase 2 Solutions Confidential Page 25 of 52
***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
[AT&T Wireless Logo]
Appendix H: Glossary
-----------------------------------------------------------------------------------------------------------------------
Term Definitiion Value
-----------------------------------------------------------------------------------------------------------------------
Abandoned Calls, After For Inbound programs or Campaigns, the number of Customers that abandon #
Queuing after queuing
-----------------------------------------------------------------------------------------------------------------------
Abandoned Calls, For Inbound programs or Campaigns, the number of Customers that abandon #
Immediately immediately
-----------------------------------------------------------------------------------------------------------------------
After Call Work Time For Inbound or Outbound programs or Campaigns, the time that a TSR spends to #, time
complete the Call after the Customer hangs-up interval
-----------------------------------------------------------------------------------------------------------------------
After Hours Message For Inbound programs or Campaigns, the number of Customers who receive an #
IVR message that they cannot transfer to a TSR because it is outside of
office hours
-----------------------------------------------------------------------------------------------------------------------
All Trunks Busy Time that all members of a specific trunk group were in use #, time
stamp
-----------------------------------------------------------------------------------------------------------------------
Already Accepted For Inbound programs or Campaigns, the number of Customers who receive an #
IVR message that they had already accepted their offer
-----------------------------------------------------------------------------------------------------------------------
Available Time For Inbound or Outbound programs or Campaigns, the time a TSR was ready to #, time
accept Calls, but was not currently involved in Call work interval
-----------------------------------------------------------------------------------------------------------------------
Business Response Card For Inbound programs or Campaigns, the number of pieces of work pending for #
Carry-over Business Response Card processing
-----------------------------------------------------------------------------------------------------------------------
Business Response Card For Inbound programs or Campaigns, the number of pieces of work received for #
Received Business Response Card processing
-----------------------------------------------------------------------------------------------------------------------
Business Response Card For Inbound programs or Campaigns, the number of pieces scanned for Business #
Scans Response card processing
-----------------------------------------------------------------------------------------------------------------------
Call Quality Score A numeric value assigned by Quality Assurance to indicate the quality of #
service for a given Call
-----------------------------------------------------------------------------------------------------------------------
Completed Offers For Outbound programs or Campaigns, the number of Customers who heard a #
complete offer from a TSR
-----------------------------------------------------------------------------------------------------------------------
Conversions For Inbound or Outbound programs or Campaigns, the number of program or #
campaign offer accepts
-----------------------------------------------------------------------------------------------------------------------
Data Entry Errors For Manual Provisioning Campaigns, the number of data entry errors #
-----------------------------------------------------------------------------------------------------------------------
Dialed Calls For Outbound programs or Campaigns, the number of telephone calls placed #
during a specified time period
-----------------------------------------------------------------------------------------------------------------------
Exception - Already For Manual Provisioning Campaigns, the number of records already provisioned #
-----------------------------------------------------------------------------------------------------------------------
4/13/2004 AT&T Wireless and Phase 2 Solutions Confidential Page 26 of 52
[AT&T Wireless Logo]
-----------------------------------------------------------------------------------------------------------------------
Term Definitiion Value
-----------------------------------------------------------------------------------------------------------------------
Provisioned
-----------------------------------------------------------------------------------------------------------------------
Exception - Cancelled For Manual Provisioning Campaigns, the number of records for cancelled #
Account accounts
-----------------------------------------------------------------------------------------------------------------------
Exception - Duplicate For Manual Provisioning Campaigns, the number of duplicate records #
Record
-----------------------------------------------------------------------------------------------------------------------
Exception - Invalid Rate For Manual Provisioning Campaigns, the number of records for invalid rate #
Plan / Promo / Feature plans, promotions, or features
-----------------------------------------------------------------------------------------------------------------------
Exception - Unworkable For Manual Provisioning Campaigns, the number of unworkable records #
Record
-----------------------------------------------------------------------------------------------------------------------
Handled Calls, After For Inbound programs or Campaigns, the number of Calls handled after queuing #
Queuing
-----------------------------------------------------------------------------------------------------------------------
Handled Calls, Immediately For Inbound programs or Campaigns, the number of Calls handled immediately #
-----------------------------------------------------------------------------------------------------------------------
Hold Time For Inbound programs or Campaigns, the time a Customer spends on hold #, time
interval
-----------------------------------------------------------------------------------------------------------------------
Inbound TSR Payroll Hours For Inbound programs or Campaigns, the number of payroll hours paid to TSRs #
-----------------------------------------------------------------------------------------------------------------------
IVR Calls For Inbound programs or Campaigns, the number of Calls answered by the IVR #
-----------------------------------------------------------------------------------------------------------------------
IVR Calls "Opt-out" Point For Inbound programs or Campaigns, a peg-count of what point in the IVR #, for each
script Customers "opt-out. These pointers include the following: Welcome, counter
Enter MIN, Enter SSN, Offer Selection, and Offer Confirmation.
-----------------------------------------------------------------------------------------------------------------------
IVR Calls That "Opt-out" For Inbound programs or Campaigns, the number of Calls where the caller #
of the IVR "opts-out" of the IVR
-----------------------------------------------------------------------------------------------------------------------
IVR Completions For Inbound programs or Campaigns, the number of Customers who use the IVR #
to accept their offer
-----------------------------------------------------------------------------------------------------------------------
IVR Transfers to TSR For Inbound programs or Campaigns, the number of Calls that transfer from #
the IVR to a TSR
-----------------------------------------------------------------------------------------------------------------------
Manual Provisioning For Manual Provisioning Campaigns, the number of payroll hours paid for data #
Payroll Hours entry
-----------------------------------------------------------------------------------------------------------------------
Manual Provisioning For Manual Provisioning Campaigns, the number of pieces of work pending #
Carry-over
-----------------------------------------------------------------------------------------------------------------------
Manual Provisioning For Manual Provisioning Campaigns, the number of pieces of work received #
-----------------------------------------------------------------------------------------------------------------------
4/13/2004 AT&T Wireless and Phase 2 Solutions Confidential Page 27 of 52
[AT&T Wireless Logo]
-----------------------------------------------------------------------------------------------------------------------
Received
-----------------------------------------------------------------------------------------------------------------------
Maximum Delay For Inbound programs or Campaigns, a peg count of the maximum time, in #, time
seconds, that a caller waits for a TSR to answer interval
-----------------------------------------------------------------------------------------------------------------------
Non-transferred Calls For Outbound programs or Campaigns, the number of dialed calls not #
transferred to a TSR
-----------------------------------------------------------------------------------------------------------------------
Non-transferred Calls For Outbound programs or Campaigns, a peg-count of why a dialed call was not #, for each
Pointers transferred to a TSR. These pointers include the following: Invalid counter
Signal, FAX Tone, Busy, No Answer, Voice Mail Box, and Abandoned
-----------------------------------------------------------------------------------------------------------------------
Offered Calls For Inbound programs or Campaigns, the number of offered Calls #
-----------------------------------------------------------------------------------------------------------------------
On-time Reports Number of billing detail, invoice, or performance reports delivered on time #
-----------------------------------------------------------------------------------------------------------------------
Outbound TSR Payroll Hours For Outbound programs or Campaigns, the number of payroll hours paid to TSRs #
on outbound programs or Campaigns
-----------------------------------------------------------------------------------------------------------------------
Provisioned For Manual Provisioning Campaigns, the number of completed Manual #
Provisioning records.
-----------------------------------------------------------------------------------------------------------------------
Queue Time For Inbound programs or Campaigns, the time an Customer spends in queue #, time
before a Service Representative handles the Call interval
-----------------------------------------------------------------------------------------------------------------------
Queue Time Before For Inbound programs or Campaigns, the number of queued Calls #, time
Abandoning interval
-----------------------------------------------------------------------------------------------------------------------
Queued Calls For Inbound programs or Campaigns, the number of queued Calls #
-----------------------------------------------------------------------------------------------------------------------
Received Calls For Inbound programs or Campaigns, the number of received Calls #
-----------------------------------------------------------------------------------------------------------------------
Right Party Contacts For Outbound programs or Campaigns, the number of dialed calls answered by #
the person legally able to make a decision.
-----------------------------------------------------------------------------------------------------------------------
Sales Number of program or Campaign contacts resulting in the sale of ancillary #
equipment or agreements
-----------------------------------------------------------------------------------------------------------------------
Scheduled Call Backs For Outbound programs or Campaigns, the number of dialed calls where the TSR #
schedules a call back with the Customer to complete their discussion of the
offer
-----------------------------------------------------------------------------------------------------------------------
Start List Size For Outbound programs or Campaigns, the starting size of the calling list #
-----------------------------------------------------------------------------------------------------------------------
Talk Time For Inbound or Outbound programs or Campaigns, the time during an Call that #, time
a TSR spends "talking" interval
-----------------------------------------------------------------------------------------------------------------------
Test Calls For inbound programs or Campaigns, the number of #
-----------------------------------------------------------------------------------------------------------------------
4/13/2004 AT&T Wireless and Phase 2 Solutions Confidential Page 28 of 52
[AT&T Wireless Logo]
-----------------------------------------------------------------------------------------------------------------------
telephone calls placed for test purposes
-----------------------------------------------------------------------------------------------------------------------
Total Reports Total number of billing detail, invoice, or performance reports for a #, time
specified time interval interval
-----------------------------------------------------------------------------------------------------------------------
Weekly Monitored Calls For Inbound or Outbound programs or Campaigns, the number of Calls monitored #
per week for quality assurance
-----------------------------------------------------------------------------------------------------------------------
Weekly Received Calls For Inbound or Outbound programs or Campaigns, the number of Received Calls #
per week
-----------------------------------------------------------------------------------------------------------------------
Wrong Numbers For Outbound programs or Campaigns, the number of dialed calls to wrong #
numbers
-----------------------------------------------------------------------------------------------------------------------
4/13/2004 AT&T Wireless and Phase 2 Solutions Confidential Page 29 of 52
