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EXHIBIT 10.13
MASTER AGREEMENT
TECHNICAL SUPPORT SERVICES
This Master Agreement is entered into by and between Hewlett-Packard Company
("HP"), located at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and StarTek USA,
Inc. ("Seller"), located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
The Terms and Conditions herein constitute the Master Agreement for all call
center activity between HP and the Seller. To the extent that the terms and
conditions of a Program Specification Document are intended to supersede the
terms and conditions contained in this Master Agreement, the Program
Specification Document must expressly and clearly state which terms and
conditions in this Master Agreement are being superseded.
1. NOTICES
Any notices sent by the Seller pursuant to this Master Agreement are
to be sent to the HP address specified in this Agreement to the
attention of the contract manager.
2. CHOICE OF LAW
This Agreement shall be interpreted and governed in all respects by
the laws of the State of Idaho.
3. TERM
3.1. This shall be a twelve (12) month Agreement for the period of
December 1, 1997 to November 30, 1998, inclusive. Either
party may, at any time, terminate this Agreement in writing
upon sixty (60) days prior notice. If no such notice is
given, this Agreement will expire on the first (1st)
anniversary of the commencement date. HP shall be liable only
for payment in accordance with the provisions of this
Agreement for work performed prior to the effective date of
termination.
3.2. 60 days prior to the expiration date of this Agreement, HP and
the Seller will each provide notification to the other party
of their intent regarding continuation of the relationship.
This intent may include: renewal of the terms and conditions
contained in this document, re-negotiation of the terms and
conditions of the relationship, or termination of the
relationship.
3.3. If the expiration date of this Agreement is reached and HP and
the Seller are in the process of renegotiating the terms and
conditions of the relationship, the terms of this agreement
may be extended on a month-to-month basis contingent upon the
mutual written agreement of HP and the Seller.
4. DEFINITIONS
4.1. Definitions in addition to the terms defined in the Agreement:
4.1.1. "US PSD Support" - Hewlett-Packard's Products Support
Division in Boise, Idaho and Loveland, Colorado.
4.1.2. "CSC" - Hewlett-Packard's Customer Support Center in
Boise, Idaho and Loveland, Colorado.
4.1.3. "Customers" - end-users of Hewlett-Packard products
or services. Additionally, customers may be
Hewlett-Packard resellers, Hewlett-Packard employees,
HP OEMs (Original Equipment Manufacturers), HP TPMs
(Third Party Maintainers) and Hewlett-Packard sales
force representatives who are contacting Seller for
services specified in this agreement or in Program
Specific Documents.
4.1.4. "Program Specification Document" - Attachments to
this agreement that specify scope of work and pricing
for individual projects delivered by Seller.
4.1.5. "The Work" - The services performed by the Seller as
described in this Agreement and its attachments shall
hereinafter be referred to as "the work".
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4.1.6. "CIMS" - the Customer Information Management System
call tracking system owned by HP and used by Seller.
4.1.7. "SEARCH 97" - a knowledge base tool owned by HP and
used by Seller.
4.1.8. "Technician" or "Agent"- interchangeable terms
referring to a Seller employee whose primary
responsibility is answering Customer inquiries on HP
products or services.
4.1.9. "Talk-time" - the amount of time a Technician spends
talking to customers. This is measured on a per call
or per day basis.
4.1.10. "After call work time" or "Wrap up time"
interchangeable terms referring to the amount of time
spent by a Technician capturing call information
after the customer / Technician conversation has
ended.
4.1.11. "Transaction Time" - the sum of "talk time" plus
"wrap up time".
4.1.12. "Availability" - the amount of time when a Technician
is logged on to the phone system and is ready to
accept a call from a customer but there are no calls
from customers waiting to be handled.
4.1.13. "Idle" - the amount of time when an agent is logged
on to the phone system but is not ready to accept an
incoming call from a customer.
4.1.14. "Scheduled On-line time" - the amount of time a
Technician is scheduled to be on the phone ready to
take calls from customers.
4.1.15. "Off-line time" - the amount of time a Technician is
not scheduled to be on the phone ready to take calls
from customers.
4.1.16. "Silent Monitor" - a quality call measure performed
by listening to live agent calls as they happen.
This may be performed at any time but will occur at
least on a monthly basis.
4.1.17. "Current HP Products" - those HP products where
support is provided to the end user without charge.
4.1.18. "Fee Based Product" - those HP products where
supported is provided to end users for a fee.
4.1.19. "Minutes per Day" - total minutes for the month
divided by the number of days service was provided
during the month.
5. SERVICES PROVIDED
5.1. SERVICE DESCRIPTION
This Agreement covers the answering and processing of
telephone calls and facsimile requests from HP customers.
These processes shall all take place in a Seller owned
facility. A detailed listing of responsibilities is included
in the attached Program Specification Documents.
5.2. PRODUCTS
Seller will provide Services for all products listed on
Exhibits attached to the Program Specification Document. An
Exhibit for each Product and or Product family, for which
Seller will provide Services, may be attached to the Program
Document. The Exhibit may include but is not limited to: the
performance commitments, service level, hours of operation,
call tracking, training requirements and reporting
requirements and any other product specific services agreed
upon by the parties. Additional Products may be added to this
Agreement by Exhibit, at any time with mutual written consent
of parties.
5.3. CALL TRANSFERS AND CALL REFERRALS
The Seller may be required to transfer or refer the Customer
to other HP locations. These may include, but are not limited
to, transfers to the Customer Support Center, HP product
repair facilities, HP driver distribution facilities, HP
dealer locator services, and HP bulletin board services,
Service Parts ID (SPI), Direct Marketing Organization (DMO),
and Order Fulfillment Center (OFC). Details of call transfers
or referrals will be spelled out in the Program Specification
Documents.
6. RELATIONSHIP OF THE PARTIES
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6.1. The relationship of the parties to this Agreement is that of
owner and contracting firm.
6.2. Seller shall neither assign any rights nor delegate any duties
under this Agreement without the prior written consent of HP.
This prohibition extends to all assignments and delegations
that may be prohibited by agreement. Seller shall not
subcontract any of the work without the prior consent of HP.
If HP consents to the use of a subcontractor, such
subcontractor shall be bound by the terms and conditions of
this Agreement as an agent of the Seller.
6.3. The Seller shall be solely responsible for any and all
employment related taxes, insurance premiums, or other
employment benefits related to the Seller's performance of
services under this Agreement, and shall hold HP harmless on
account thereof.
7. TRANSPARENCY OF SELLER TO HP CUSTOMERS
The Seller will provide support in a manner in which the origin of the
support is transparent to HP Customers. Generally, Customers are not
to know whether they are speaking with HP or with the Seller acting on
behalf of HP.
7.1. Generically, technicians will answer the phone "Thank you for
calling Hewlett-Packard Support, my name is 'technician
name'". More specific salutations are included in the
attached Program Specification Documents.
7.2. In the event that a customer specifically asks the seller
technician of their employment status, the response shall be
"I am an employee of StarTek USA, Inc. who has contracted with
Hewlett-Packard to provide certain services".
8. HP BUSINESS FORECASTS
All business volume forecasts provided by HP pursuant to this
Agreement are only estimates, and shall not be construed to be
commitments to a certain level of business, and may be revised by HP
as business requirements change. All Forecasts are confidential.
9. PRICING
9.1. REVIEW PERIOD The price for project start-up costs,
facsimile services and teleservices is in U.S. dollars,
unless otherwise stated, and shall remain in effect during the
term of this Agreement. Price changes must be agreed to in
writing by both HP and Seller.
9.2. PAYMENT HP shall pay Seller fees for services detailed in
this Agreement in accordance with the fee schedules in the
Program Specification Documents. Seller shall ▇▇▇▇ HP at the
end of each calendar month, based upon actual costs incurred
during that month, and HP shall pay such invoices net 37 days
after receipt of an appropriate invoice from Seller.
10. PERSONNEL REQUIREMENTS AND SELLER EMPLOYEE CONDUCT
10.1. LIST OF PERSONNEL
10.1.1. Prior to the start of work, and subsequently as
personnel are added, Seller shall submit to HP a list
of Seller's personnel who will perform any portion of
the work. This list shall state the names of each
Seller employee assigned. Prior to granting new
personnel access to HP confidential information or
proprietary HP computer systems, Seller will ensure
that each Seller employee assigned is made aware of
and understands the Confidential Disclosure Agreement
between HP and the Seller and its applicability to
the Seller's employees.
10.2. SUPERVISION
All persons engaged in the work described in this Agreement
shall be subject to the direction, supervision, and control of
the Seller. Seller shall enforce strict discipline and good
order among Seller's employees and agents at all times during
the performance of this work. Seller shall assure that all
persons involved in the work are appropriately skilled for
that portion of the work assigned to them.
10.3. SELLER'S EMPLOYEE OBLIGATIONS
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When Seller employees are visiting an HP location, all
employees of the Seller are obliged and required to follow all
written/verbal HP plant, safety and security rules in place
while on the premises of HP.
10.4. SELLER EMPLOYEE CONDUCT
Seller employees who work directly with HP customers will be
required to understand and abide by certain sections of the HP
Standards of Business Conduct when interacting with HP
Customers on behalf of HP. The pertinent sections of the HP
Standards of Business Conduct are attached to this agreement
as Addendum B.
10.5. SELLER ACCESS TO HP PROPRIETARY DATABASES AND DOCUMENTATION
The Seller will, during the undertaking of the processes
defined in this agreement, have access to HP confidential and
proprietary databases and documentation which are necessary
for the successful completion of such processes. Seller's
obligations regarding treatment of this data are detailed in
the Electronic Communication Confidential Disclosure Agreement
(Addendum A).
11. INSPECTION AND AUDIT
11.1. HP shall have the right to physically inspect at will the
teleservices processes being performed by the Seller. HP
shall also have the right to perform audits to ensure that
customer service, quality, process, and business controls are
maintained. HP may perform this inspection either by
monitoring the seller's performance in person, at the seller's
place of business, or by remote silent monitoring of seller's
employees' incoming telephone calls from HP customers. HP's
inspection may be for any purpose reasonably related to this
Agreement including, without limitation, to assure Seller's
compliance with HP's quality requirements.
11.2. HP may periodically place simulated calls to the Seller as a
means of auditing the quality of the service provided by the
Seller.
11.3. HP may conduct periodic Customer surveys to determine the
quality of the service provided by the Seller.
11.4. In order to verify the financial stability of the Seller's
corporation, the Seller will provide HP with annual audited
financial results each year the technical support relationship
remains in effect.
11.5. HP may periodically audit StarTek USA, Inc.. These audits
will focus on both process and HP call volume issues. HP will
provide StarTek USA, Inc. 15 days advance notice prior to an
audit.
12. PHONE CALL RECORDING NOTIFICATION
12.1. If the initial phone call terminates within the Seller's phone
switch, the Seller's VRU must contain clear notification to
Customers that phone calls may be recorded. This notification
must occur immediately after the initial VRU salutation. This
notification and the timing thereof must comply with all
applicable laws, rules and regulations.
12.2. Sample VRU scripting:
"Thank you for calling Hewlett-Packard Technical Support. To
ensure high quality service, your call may be monitored or
recorded." Specific VRU scripting will be specified in the
attached Program Specification Documents.
13. HP EQUIPMENT
HP may provide equipment to Seller for the purposes of fulfilling the
requirements of this agreement. This equipment will remain the sole
property of Hewlett-Packard and shall only be provided to the Seller
on an "on loan" basis. In the event that HP does provide equipment or
other materials for use by Seller, the HP equipment shall:
13.1. Be clearly marked or tagged as property of HP.
13.2. Be subject to inspection by HP at any time.
13.3. Be used only in servicing HP customer needs.
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13.4. Be reasonably separated from other materials, tools, or
property of Seller or held by Seller.
13.5. Not be modified in any manner by Seller unless so directed by
HP.
13.6. Have periodic maintenance performed by Seller.
13.7. Be kept free of liens and encumbrances which may arise due to
actions of Seller.
13.8. Be returned, in good working condition, to HP promptly upon
HP's request or upon termination of this agreement.
13.9. The Seller will maintain an inventory list of HP owned
equipment and will audit the inventory of HP equipment
biannually. Results of the biannual inventory audit will be
reported to HP.
14. DISASTER RECOVERY
14.1. The Seller will have disaster recovery plans in effect at all
times and provide disaster recovery plans to HP upon request.
These will address the Seller's disaster avoidance plan and
contingency plans in the event phone service, computer
activity, or facility power is interrupted.
14.2. The Seller will notify HP immediately after identifying any
occurrence which has interrupted or will interrupt the ability
of the Seller perform the services described in this agreement
or the attached program specification documents.
15. INDEMNIFICATION
15.1. RESPONSIBILITIES OF PARTIES
a) Seller shall defend, indemnify and hold harmless HP from
and against any and all claims, losses, demands,
reasonable attorney fees, damages, liabilities, costs,
expenses, obligations, causes of action or suits;
b) For damage or injury (including death) to any person
(including employees) or damage to or loss of any
property;
o arising out of or resulting from any negligent or
criminal act or omission by the Seller or its
employees or agents;
o arising out of or relating to a failure by the Seller
to comply with any applicable federal, state or local
law, regulation, order, judgment or decree;
o arising out of or resulting from breach by the Seller
of obligations under this Agreement;
o arising out of any act by the Seller not authorized
by this Agreement.
15.2. NOTIFICATION
Seller shall promptly notify HP in writing if Seller becomes
aware of any matter as to which the above indemnification
obligation relates.
15.3. DEFENSE OF CLAIMS
HP shall promptly notify the Seller of the existence of any
claim, demand, or other matter requiring a defense to which
the Seller's obligations under this section would apply. HP
shall give the Seller a reasonable opportunity to defend the
claim, demand or matter at the Seller's own expense and with
counsel selected by the Seller and satisfactory to HP;
provided that HP shall at all times also have the right to
fully participate in the defense at its own expense. HP shall
provide Seller with reasonable assistance and information
necessary to respond to and defend such claim, comment, demand
or other matter. Any such claim, demand or other matter shall
not be settled or compromised without the consent of HP - such
consent will not be unreasonably withheld; If the Seller
shall, within a reasonable time after the receipt of the
notice, fail to defend, HP shall have the right, but not the
obligation, to undertake the defense, and to compromise or
settle, exercising reasonable business judgment, the claim,
demand or other matter on behalf, for the account and at the
risk of the Seller. If the claim is one
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that cannot by its nature be defended solely by the Seller
(including, without limitation, any federal or state
proceeding), HP shall make available, or cause to be made
available, all information and assistance that the Seller may
reasonably request as reasonably related to the defense of the
claim.
15.4. LIMITATION OF LIABILITY.
Seller's liability to HP customers herein shall in no event
exceed the liability that HP would have to its customers if HP
were providing the services to be performed by Seller
hereunder. NEITHER SELLER NOR HP SHALL BE LIABLE TO THE OTHER
FOR INCIDENTIAL, CONSEQUENTIAL, EXEMPLARY, INDIRECT OR SPECIAL
DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOSS OF
PROFITS, SAVINGS, OR REVENUES WHETHER OR NOT ADVISED OF THE
POSSIBILITY OF SUCH LOSS, HOWEVER CAUSED AND ON ANY THEORY OF
LIABILITY ARISING OUT OF THIS AGREEMENT.
16. EXCLUSIVITY
16.1. To ensure HP proprietary information, Seller will not perform
technical support activities for products of companies that
are direct competitors of the HP products covered in the
Program Specification Document at the same site. If Seller is
approached by a company whose competitors status with HP is
unclear, Seller will notify HP and HP will make the
determination of that company's competitor status.
16.2. While this Agreement is in effect, Seller Technicians will
perform service exclusively for HP. If the business under
this Agreement is insufficient to keep all Technicians
assigned hereto busy, such Agents shall be reassigned to
another HP project or programs pursuant to another program
specification document between HP or other division of HP and
Seller.
17. INFORMATION OWNERSHIP AND USE
17.1. During the term of this Agreement HP will supply significant
documentation to the Seller. Additionally, documentation and
information will be created, both by HP and the Seller. This
documentation and information will reside in various forms,
including: Search 97 database, HP developed support notes,
Seller developed support notes, call tracking systems, product
manuals, etc.
17.1.1. HP will retain ownership of all information provided
by HP.
17.1.2. HP will assume ownership of all information created
by the Seller as a result of the activity described
in this Agreement.
17.1.3. The Seller may not use HP documentation or
information for any activity outside those activities
intended by this Agreement.
17.1.4. Seller will provide HP with unlimited access to all
information held at the Seller's location that
directly relates to the Work or to HP.
17.2. All information provided by HP or collected by the Seller will
be considered confidential and will be handled by the Seller
as HP Confidential Information, otherwise described in section
18 of this Agreement.
17.3. HP reserves the right to review and approve or disapprove any
documentation created by the Seller for use in this project.
18. CONFIDENTIAL INFORMATION
18.1. CONFIDENTIAL DISCLOSURE AGREEMENT
A Confidential Disclosure Agreement must be in place and/or
updated and signed by the appropriate company representatives
when confidential information is shared and identified. The
consistent terms of any Confidential Disclosure Agreement are
hereby incorporated by reference in this Agreement.
18.2. DEFINITION OF CONFIDENTIAL INFORMATION
Seller shall not disclose to any person or entity, except as
necessary to perform work under this Agreement, any
confidential information of HP, whether written or oral, which
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Seller may obtain from HP or otherwise, discover. As used in
this article, the term "confidential information" shall
include, without limitation:
a) All information or data concerning or related to HP
products (including the discovery, invention, research,
improvement, development, manufacture, or sale of HP
products) or business operations (including sales costs,
profits, pricing methods, organizations, employee or
customer lists and processes, whether oral , written or in
computer readable format);
b) All forecasts for production, support, or service
requirements submitted by HP pursuant to this Agreement,
whether oral, written, or communicated in computer-readable
format; and
c) All HP software or other property of a confidential
nature, including without limitation, any and all software
tools and databases provided. Such software and any and
all copies thereof shall remain the sole property of HP.
18.3. RELATIONSHIP EXISTENCE
HP's expectation is that this relationship will remain
confidential. The existence of this relationship or terms of
this Agreement will not be disclosed without prior written
approval from an HP division general manager or HP vice
president except as may be required by the United States
Securities Laws or other laws, in which case Seller will
maximize HP's confidentiality which may be available under the
law.
18.4. SEPARATION OF BUSINESS
HP business and information related to HP business will be
physically and logically separated from other Seller business
and information. The Seller will provide proof of this
separation to HP.
18.5. ACCESS
Seller shall maintain all confidential information in strict
confidence. Seller shall take all reasonable steps to ensure
that no unauthorized person or entity has access to
confidential information, and that all authorized persons
having access to confidential information refrain from any
unauthorized disclosure. Seller may only use the confidential
information for the purposes set forth herein and for no other
purpose, and may only make copies of any software provided if
expressly authorized by HP in writing and in any case only as
reasonable necessary by Seller to perform its obligations
hereunder.
18.6. EXCLUSIONS
These provisions related to confidential information shall not
apply to any information that
a) Is rightfully known to Seller prior to disclosure by HP;
b) Is rightfully obtained by Seller from any third party
without any obligation of confidentiality;
c) Is made available by HP to the public without
restrictions;
d) Is disclosed by Seller with the prior written approval of
HP; or
e) Is independently developed by Seller.
18.7. DOCUMENTATION
HP shall provide any proprietary or non-proprietary
documentation to Seller regarding the products and parts
deemed necessary by HP to give customer service for such
products and parts. All documentation provided by HP or
created by the Seller as a result of this Agreement shall be
treated by the Seller as HP confidential information.
18.8. SURVIVAL OF SECTION
This section "Confidential Information" of this Agreement
shall survive the termination of this Agreement, and remain in
force perpetually unless HP agrees otherwise in writing.
19. CONTINGENCIES
19.1. DELAYING CAUSES
Seller shall not be liable for any delay in performance under
this Agreement caused by an act of God or any other cause
beyond Seller's control and without Seller's fault or
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negligence (collectively "delaying cause"). Seller shall, in
the event of a delaying cause, immediately give notice to HP
of that cause.
19.2. HP'S RIGHTS
In the event of a delaying cause, HP may elect in its sole
discretion to suspend the Agreement in whole or in part for
the duration of the delaying cause; or terminate this
Agreement or any part thereof.
20. DEFAULT
20.1. HP'S RECOURSE
If the Seller fails to perform or breaches any material
provision of this Agreement, HP may provide written notice to
the Seller of such failure to perform or breach, and Seller
must provide a written response within ten (10) days from HP's
written notice, and cure the failure to perform or breach
within thirty (30) days from the receipt of such written
notice or HP may terminate the whole or any part of this
Agreement. Further, if voluntary bankruptcy proceedings are
instituted against Seller and not discharged within sixty (60)
days, HP may, except as otherwise prohibited by United States
Bankruptcy laws, terminate the whole or any part of this
Agreement.
20.2. PROCUREMENT OF SERVICES
In the event that HP terminates this Agreement in whole or in
part, as provided in this section on Default, HP may procure,
upon such terms and in such manner as HP deems appropriate,
services similar to the services as to which this Agreement is
terminated. Seller shall reimburse HP upon demand for all
startup costs incurred by HP in purchasing such similar
services.
20.3. RIGHTS OF LAW
The rights and remedies granted to HP pursuant to this
Agreement are in addition to, and shall not be deemed to limit
or affect, any other rights or remedies available at law or in
equity.
21. PROGRAM CONTACTS
21.1. Written correspondence regarding this Master Agreement should
be addressed as follows:
If to HP:
Hewlett-Packard Company
Customer Support Center
Attn: ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇ ▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
If to Seller:
StarTek USA, Inc.
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Or:
▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
21.2. Electronic mail correspondence regarding this Master Agreement
should be addressed as follows:
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If to HP:
▇▇▇▇▇_▇▇▇▇▇▇▇▇@▇▇.▇▇▇
If to Seller:
▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
21.3. Telephone contacts regarding this Agreement are:
HP
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇
---------------------
FAX number (▇▇▇) ▇▇▇-▇▇▇▇
--------------------------
Seller
------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇
----------------------
FAX number (▇▇▇) ▇▇▇-▇▇▇▇
--------------------------
▇▇▇▇ ▇▇▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇
------------------------
FAX number (▇▇▇) ▇▇▇-▇▇▇▇
--------------------------
21.4. Contacts regarding specific work performed by the Seller shall
be called out in the Program Specification Documents.
22. USE OF THE HEWLETT-PACKARD NAME AND TRADEMARKS
22.1. The Fulfillment Contractor Trademark Agreement between StarTek
USA, Inc. (formally known as StarPak) dated May 6, 1991,
governs the use of HP trademarks by StarTek USA, Inc..
22.2. HP grants to Seller a personal non-exclusive license to use
the trademarks identified below in conjunction with the
services performed pursuant to this Agreement provided that
Seller and Seller's agents meet the HP quality requirements
set out in this Agreement or otherwise set by HP. In
connection with the use of these trademarks, Seller shall not
represent that Seller has any ownership in the Trademarks,
Seller will not attempt to register the ▇▇▇▇ in any form, and
the parties acknowledge that the use of the Trademarks shall
be only for the benefit of HP. HP may terminate this license
immediately if Seller does not meet the HP quality
requirements or if this agreement is terminated. Seller shall
indemnify HP from any cost, claims or damages arising from the
intentional acts of Seller or its agents relating to the use
of the Trademark in any manner except as permitted by this
Agreement.
22.3. Trademarks authorized for use by Seller: "HP",
"Hewlett-Packard".
23. PRECEDENCE
23.1. The provisions of this Agreement and the attached exhibits and
addenda hereto take precedence over the Seller's additional or
different terms and conditions, to which notice of objection
is hereby given.
23.2. This Agreement comprises the entire understanding between the
parties and supersedes any previous or contemporaneous
communications, representations, or contracts, whether oral or
written. No change or modification of any of the terms and
conditions herein shall be valid or binding on either party
unless in writing and signed by an authorized representative
of each party.
23.3. In the event of any conflict between the provisions of this
Agreement and any addenda or attachments, the order of
precedence is as follows:
23.3.1. This Agreement and any modifications to this
Agreement ;
23.3.2. The applicable addenda to this Agreement and any
modifications to the addenda;
Agreement for Technical Support 3/27/98 Hewlett-Packard/StarTek
Services Addendum C page 9 of 10
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23.3.3. Any Program Specification Documents for specific
work.
24. ADDENDA ATTACHED
All addenda to this Agreement shall be deemed a part of this Agreement
and incorporated herein. Terms which are defined in this Agreement,
and used in any addendum, have the same meaning in the addendum as in
the Agreement.
The following addenda are hereby made a part of this Agreement:
Addendum A -- Confidential Disclosure Agreement
Addendum B -- HP Standards Of Business Conduct
Addendum C -- HP Information Assets Access Agreement
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by
their duly authorized representatives.
Hewlett-Packard Company StarTek USA, Inc.
By: ▇▇▇▇ ▇▇▇▇▇ By: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: General Manager Title: Chief Operating Officer
Signature: /s/ ▇▇▇▇ ▇▇▇▇▇ Signature: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------------------- ---------------------------------
Date Signed: 1/7/98 Date Signed: 12/12/97
----------------------------------------- ---------------------------------
Agreement for Technical Support 3/27/98 Hewlett-Packard/StarTek
Services Addendum C page 10 of 10
