EXHIBIT 10.11
CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE
BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.
MASTER SERVICES AGREEMENT
This Master Services Agreement by and between eTelecare International, Inc.
("Provider"), a corporation registered in the Philippines and located at 00xx
Xxxxx, Xxxxxxxx Xxxxxx, Xxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxx, Xxxxxx and Dell
Products L.P., a Texas limited partnership, located at Xxx Xxxx Xxx, Xxxxx Xxxx,
Xxxxx 00000 is effective as of April 1, 2002. This Master Services Agreement and
its Schedules, Addenda, Exhibits, and Attachments, as so identified, shall be
hereinafter collectively referred to as the "Agreement."
1. INTRODUCTION or similar taxes for which Dell shall be
obligated to pay Provider. For
This Agreement sets forth the terms performance under this Agreement through
and conditions under which Dell June 30, 2002, Dell shall pay Provider
Products L.P. and Dell Computer thirty (30) days after Dell's receipt of
Corporation's ("DCC") subsidiaries a proper invoice. For performance under
and affiliates (hereinafter this Agreement on or after July 1, 2002,
collectively referred to as "Dell") all invoices for Services received by
shall purchase from Provider the Dell will be accumulated, upon receipt,
services set forth in the applicable for a period from the 16th day of a
Addendum or Schedule (the month to the 15th day of the following
"Services"). The terms and conditions month (the "Accumulation Period"). Dell
of this Agreement shall apply to all will pay invoices received during the
services purchased by Dell from Accumulation Period net 50 days from the
Provider. For the purpose of this end of such Accumulation Period (EOAP
Agreement, Services includes without 50). No invoice can be dated prior to
limitation all incidental services the date the Services reflected in such
and tasks necessary to perform invoice are provided to Dell. Dell will
acceptable Services and provide have no liability for any taxes based on
acceptable deliverables (including Provider's net assets or income or for
without limitation any software or which Dell has an appropriate resale or
other goods provided in connection other exemption. Provider will have the
with the provisioning of Services) option of EFT payment with EOAP50 terms.
and/or documentation that accompany
the deliverables (hereinafter 4.3 Provider agrees to invoice Dell
collectively referred to as the within thirty (30) days after it has
"Deliverables"). performed the services for which it has
the right to invoice under the terms of
2. TERM this Agreement. The invoice must be
itemized and shall include without
Unless sooner terminated hereunder, limitation: (i) a reference to the
this Agreement shall continue for an applicable Order number; and (ii) the
initial term of two (2) years, relevant Services and times of
beginning on the Effective Date, and performance. Proper original invoices
then will be automatically renewed shall be mailed to the address below
for additional successive one (1) unless otherwise set forth in an
year terms unless Dell provides Addendum or Schedule:
notice of expiration ninety (90) days
prior to the end of any term. Dell Products L.P.
Accounts Payable
3. TIMES OF PERFORMANCE X.X. Xxx 000000
Xxxxxx, XX 00000
Provider will provide to Dell the
Services according to the time and 4.4 Provider acknowledges and agrees
manner specified in this Agreement, that Dell has the right to withhold any
or applicable Addendum or Schedule as applicable taxes from any royalties or
executed by both parties. The other payments due under this Agreement
purchase of Services will only be if required by any government authority.
made and commenced upon issuance of a Without limiting the foregoing, if Dell
Dell purchase order ("Order") Products L.P. is purchasing
referencing this Agreement, or any products/services from Provider on
applicable Addendum or Schedule. behalf of a subsidiary or affiliate of
Dell Computer Corporation, Provider
4. PAYMENT acknowledges and agrees that Dell
Products L.P. may withhold from any
4.1 For performance of the Services, royalties or payments due for such
upon Acceptance (as set forth below), products/services any applicable taxes
Dell will pay the Price (or Fees) set incurred by Dell Products L.P. that
forth in the applicable Addendum or result from Dell Products L.P. providing
Schedule. such products/services to the applicable
Dell Computer Corporation subsidiary or
4.2 Unless otherwise stated in an affiliate.
Addendum or Schedule, all payments
shall be stated (and payments made)
in United States dollars and are
exclusive of applicable sales, use
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4.5 Agreed prices, discounts, charges MERCHANTABILITY AND FITNESS FOR A
and other terms will be at least as PARTICULAR PURPOSE.
favorable as the prices, discounts,
charges and other terms of other 7. INDEMNITY
customers, purchasing similar
services or products under 7.1 PROVIDER INDEMNITY
substantially similar terms and ------------------
conditions.
7.1.1 PROVIDER AGREES TO DEFEND,
5. ACCEPTANCE INDEMNIFY, AND HOLD HARMLESS DELL
PRODUCTS L.P., DCC, AND ANY OF DCC'S
In performance of the Services, SUBSIDIARIES OR AFFILIATES, AND THEIR
Provider agrees to provide Dell with RESPECTIVE DIRECTORS, OFFICERS,
the Deliverables set forth in the EMPLOYEES, REPRESENTATIVES, AND AGENTS
applicable Addendum or Schedule. (THE "INDEMNITEES") FROM AND AGAINST ANY
These Deliverables shall meet the AND ALL CLAIMS, ACTIONS, DEMANDS, LEGAL
criterion (the "Acceptance PROCEEDINGS, LIABILITIES, DAMAGES,
Criterion") set forth in the LOSSES, JUDGMENTS, AUTHORIZED
applicable Addendum or Schedule. Dell SETTLEMENTS, COSTS OR EXPENSES,
will, in accordance with the INCLUDING WITHOUT LIMITATION REASONABLE
applicable Addendum or Schedule, ATTORNEYS' FEES, (THE "DAMAGES") ARISING
advise Provider of Dell's acceptance OUT OF OR IN CONNECTION WITH ANY ALLEGED
or rejection. OR ACTUAL:
6. WARRANTY (i) INFRINGEMENT BY PROVIDER AND/OR A
DELIVERABLE(S) OF A COPYRIGHT, PATENT,
6.1 Provider represents and warrants TRADEMARK, TRADE SECRET OR OTHER
on an ongoing basis that: PROPRIETARY OR INTELLECTUAL PROPERTY
RIGHT OF ANY THIRD PARTY;
(a) Services will: comply with the
description of Services set forth in (ii) CLAIM THAT PROVIDER AND/OR GOODS
the applicable Addendum or Schedule; AND DELIVERABLES PROVIDED UNDER THIS
comply with all of the other terms AGREEMENT HAS CAUSED BODILY INJURY
and conditions of this Agreement; and (INCLUDING DEATH) OR HAS DAMAGED REAL OR
be performed in good and workmanlike TANGIBLE PERSONAL PROPERTY;
manner by a skilled and qualified
staff in accordance with industry (iii) BREACH OF ANY OF PROVIDER'S
standards; WARRANTIES CONTAINED IN THIS AGREEMENT;
(b) Per any Deliverables provided in (iv) ANY VIOLATION BY PROVIDER OF ANY
performance of the Services, Dell GOVERNMENTAL LAWS, RULES, ORDINANCES, OR
will acquire good and marketable REGULATIONS; AND/OR,
title to the Deliverables;
(v) CLAIM BY OR ON BEHALF OF PROVIDER'S
(c) All Deliverables delivered SUBCONTRACTORS, SUPPLIERS, OR EMPLOYEES
hereunder will conform to any FOR SALARY, WAGES, BENEFITS OR OTHER
Provider specifications including any COMPENSATION.
specifications set forth in an
applicable Addendum, Schedule or 7.1.2 NOTWITHSTANDING ANYTHING ELSE TO
Order for a period as specified in THE CONTRARY IN THIS AGREEMENT AND
the applicable Addendum or Schedule, SUBJECT TO SECTION 7.3 BELOW, PROVIDER
or for one (1) year from Acceptance SHALL ASSUME FULL RESPONSIBILITY FOR ANY
of the Deliverable by Dell if not AND ALL DAMAGES RELATED TO ITS
specified in the applicable Addendum INDEMNIFICATION OBLIGATION UNDER THIS
or Schedule; SECTION 7.
(d) It has all the rights and 7.1.3 PROVIDER WILL PROVIDE THE ABOVE
licenses in the Deliverables INDEMNITY EVEN IF LOSSES ARE DUE, OR
necessary to allow Dell to use the ALLEGED TO BE DUE, OR ALLEGED TO BE DUE,
Deliverables without restriction or IN PART TO ANY INDEMNITEE'S CONCURRENT
additional charge;
(e) This Agreement (including without
limitation the delivery of
Deliverables and performance of the
Services) does not violate any
applicable law (including without
limitation all applicable import or
export regulations and all licensing
or permitting requirements) or breach
any other Agreement to which Provider
is a party or bound.
6.2 EXCEPT AS EXPRESSLY SET FORTH IN
THIS AGREEMENT, NEITHER DELL NOR
PROVIDER MAKES ANY OTHER EXPRESS OR
IMPLIED WARRANTIES, INCLUDING BUT NOT
LIMITED TO, IMPLIED WARRANTIES OF
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NEGLIGENCE OR OTHER FAULT, BREACH OF LIMITATION REASONABLE ATTORNEYS' FEES,
CONTRACT OR WARRANTY, OR STRICT (THE "DAMAGES") ARISING OUT OF OR IN
LIABILITY WITHOUT REGARD TO FAULT; CONNECTION WITH ANY ALLEGED OR ACTUAL:
PROVIDED, HOWEVER, THAT PROVIDER'S
CONTRACTUAL OBLIGATION OF (i) CLAIM THAT DELL HAS CAUSED BODILY
INDEMNIFICATION SHALL NOT EXTEND TO INJURY (INCLUDING DEATH) OR HAS DAMAGED
THE PERCENTAGE OF THE THIRD PARTY REAL OR TANGIBLE PERSONAL PROPERTY UNDER
CLAIMANT'S DAMAGES OR INJURIES OR THE THIS AGREEMENT;
SETTLEMENT AMOUNT ATTRIBUTABLE TO THE
INDEMNITEE'S NEGLIGENCE OR OTHER (ii) BREACH OF ANY DELL WARRANTIES
FAULT, BREACH. OF CONTRACT OR CONTAINED IN THIS AGREEMENT;
WARRANTY, OR TO STRICT LIABILITY
IMPOSED UPON INDEMNITEE AS A MATTER (iii) ANY VIOLATION BY DELL OF ANY
OF LAW. GOVERNMENTAL LAWS, RULES, ORDINANCES, OR
REGULATIONS; AND/OR,
7.14 IN THE EVENT OF ANY SUCH CLAIMS,
DELL SHALL: (1) PROMPTLY NOTIFY (v) CLAIM BY OR ON BEHALF OF DELL'S
PROVIDER, (2) AT PROVIDER'S EXPENSE, SUBCONTRACTORS, SUPPLIERS, OR EMPLOYEES
REASONABLY COOPERATE WITH PROVIDER IN FOR SALARY, WAGES, BENEFITS OR OTHER
THE DEFENSE THEREOF, AND (3) NOT COMPENSATION.
SETTLE ANY SUCH CLAIMS WITHOUT
PROVIDER'S CONSENT WHICH PROVIDER 7.2.2 NOTWITHSTANDING ANYTHING ELSE TO
AGREES NOT TO UNREASONABLY WITHHOLD. THE CONTRARY IN THIS AGREEMENT AND
PROVIDER SHALL KEEP DELL INFORMED AT SUBJECT TO SECTION 7.2.3 BELOW, DELL
ALL TIMES AS TO THE STATUS OF SHALL ASSUME FULL RESPONSIBILITY FOR ANY
PROVIDER'S EFFORTS AND CONSULT WITH AND ALL DAMAGES RELATED TO ITS
DELL (OR DELL'S COUNSEL) CONCERNING INDEMNIFICATION OBLIGATION UNDER THIS
PROVIDER'S EFFORTS; AND PROVIDER SECTION 7.
SHALL NOT SETTLE THE CLAIM WITHOUT
DELL'S PRIOR WRITTEN CONSENT, WHICH 7.2.3 DELL WILL PROVIDE THE ABOVE
SHALL NOT BE UNREASONABLY WITHHELD. INDEMNITY EVEN IF LOSSES ARE DUE, OR
ALLEGED TO BE DUE, IN PART TO ANY
7.1.5 IN ADDITION TO PROVIDER'S INDEMNITEE'S CONCURRENT NEGLIGENCE OR
OBLIGATIONS AND LIABILITIES ABOVE, IF OTHER FAULT, BREACH OF CONTRACT OR
AN INFRINGEMENT CLAIM IS MADE OR WARRANTY, OR STRICT LIABILITY WITHOUT
APPEARS LIKELY TO BE MADE ABOUT A REGARD TO FAULT; PROVIDED, HOWEVER, THAT
DELIVERABLE, PROVIDER SHALL, AT DELL'S CONTRACTUAL OBLIGATION OF
DELL'S OPTION, EITHER: PROCURE FOR INDEMNIFICATION SHALL NOT EXTEND TO THE
DELL THE RIGHT TO CONTINUE TO USE THE PERCENTAGE OF THE THIRD PARTY CLAIMANT'S
DELIVERABLE; MODIFY THE DELIVERABLE DAMAGES OR INJURIES OR THE SETTLEMENT
SO THAT IT IS NO LONGER INFRINGING; AMOUNT ATTRIBUTABLE TO THE INDEMNITEE'S
OR REPLACE IT WITH A NON-INFRINGING NEGLIGENCE OR OTHER FAULT, BREACH OF
DELIVERABLE. IF NONE OF THESE CONTRACT OR WARRANTY, OR TO STRICT
ALTERNATIVES IS COMMERCIALLY LIABILITY IMPOSED UPON INDEMNITEE AS A
REASONABLE, DELL SHALL RETURN OR MATTER OF LAW.
DESTROY, AT PROVIDER'S OPTION, ANY
DELIVERABLES POSSESSED BY DELL FOR A 7.2.4 IN THE EVENT OF ANY SUCH CLAIMS,
REFUND OF THE PURCHASE PRICE FOR THE PROVIDER SHALL: (1) PROMPTLY NOTIFY
SERVICES. DELL, (2) AT DELL'S EXPENSE, REASONABLY
COOPERATE WITH DELL IN THE DEFENSE
7.2 DELL INDEMNITY THEREOF, AND (3) NOT SETTLE ANY SUCH
-------------- CLAIMS WITHOUT DELL'S CONSENT WHICH DELL
AGREES NOT TO UNREASONABLY WITHHOLD.
7.2.1 DELL AGREES TO DEFEND, DELL SHALL KEEP PROVIDER INFORMED AT ALL
INDEMNIFY, AND HOLD HARMLESS TIMES AS TO THE STATUS OF DELL'S EFFORTS
PROVIDER, AND ITS RESPECTIVE AND CONSULT WITH PROVIDER (OR PROVIDER'S
DIRECTORS, OFFICERS, EMPLOYERS, COUNSEL) CONCERNING DELL'S EFFORTS; AND,
REPRESENTATIVES, AND AGENTS (THE DELL SHALL NOT SETTLE THE CLAIM WITHOUT
"INDEMNITEES") FROM AND AGAINST ANY PROVIDER'S PRIOR WRITTEN CONSENT.
AND ALL CLAIMS, ACTIONS, DEMANDS,
LEGAL PROCEEDINGS, LIABILITIES,
DAMAGES, LOSSES, JUDGMENTS,
AUTHORIZED SETTLEMENTS, COSTS OR
EXPENSES, INCLUDING WITHOUT
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WHICH SHALL NOT BE UNREASONABLY 10.2 Either party may immediately
WITHHELD. terminate this Agreement by giving
written notice to the other party if the
8. LIMITATION OF LIABILITY other party is insolvent or has a
petition brought by or against it under
8.1 EXCEPT FOR BREACH OF THE TERMS the insolvency laws of any jurisdiction;
SET FORTH IN XXXXXXXX0.0 if the other party makes an assignment
("INDEMNITY") AND 12.3 for the benefit of creditors; if a
("CONFIDENTIALITY"), NEITHER DELL NOR receiver, trustee or similar agent is
PROVIDER WILL BE LIABLE FOR ANY appointed with respect to any property
INDIRECT, INCIDENTAL, OR or business of Dell.
CONSEQUENTIAL DAMAGES OF ANY TYPE,
INCLUDING LOST PROFITS, OR LOST DATA, 10.3 Upon termination or expiration of
ARISING OUT OF OR IN CONNECTION WITH this Agreement, an Addendum, a Schedule
THIS AGREEMENT OR THE SERVICES, EVEN or an Order. or portion of an Addendum,
IF A PARTY HAS BEEN ADVISED BY THE Schedule or Order, Provider will, in
OTHER. PARTY OF THE POSSIBILITY OF addition to any other obligation of
THE DAMAGE AND EVEN IF A PARTY Provider on termination or expiration:
ASSERTS OR ESTABLISHES A FAILURE OF
ESSENTIAL PURPOSE OF ANY LIMITED a) Cease all performance of the Services
REMEDY PROVIDED IN THIS AGREEMENT. and furnish to Dell all Deliverables and
work in progress; and
8.2 EXCEPT FOR BREACH OF THE TERMS
SET FORTH IN SECTION 7.1 (" PROVIDER b) Return to Dell all copies of any
INDEMNITY") AND 12.3 confidential or proprietary information
("CONFIDENTIALITY"), PROVIDER'S TOTAL of Dell, and cease all use of these
LIABILITY ARISING OUT OF THIS materials.
AGREEMENT AND THE SERVICES UNDER ALL
THEORIES OF LIABILITY SHALL BE 11. INTELLECTUAL PROPERTY RIGHTS
LIMITED TO $5,000,000.00.
11.1 Provider's Intellectual Property:
9. OFFSET OBLIGATIONS ----------------------------------
To the extent that the *** Work Product
Orders issued by Dell pursuant to (as defined in Section 11.2 below)
this Agreement are placed with the incorporates or requires for use
expectation of potential acquisition pre-existing works owned by or licensed
of credit for current and/or to *** or works developed independently
anticipated future offset obligations from Provider's obligations hereunder
of Dell or Dell Computer Corporation, (the "Licensed Materials"), *** hereby
or their designated assignees to acknowledges *** ownership of the
various governments around the world. Licensed Materials; and *** acknowledges
Supplier agrees to reasonably assist that it does not have any ownership
Dell or Dell Computer Corporation, or interest in such Licensed Materials.
their designated assignees in their With respect to the Licensed Materials,
efforts to secure offset credit from unless otherwise set forth in an
these governments in an amount equal Addendum or Schedule, *** hereby grants
to the value of the applicable to *** an irrevocable, non-exclusive,
in-country content of the orders worldwide, royalty-free license to: (i)
placed under this Agreement. use, execute, produce, display, perform,
copy, distribute (internally or
10. TERMINATION externally) copies of, and prepare
derivative works based upon the Licensed
10.1 Unless expressly set forth in an Materials and their derivative works,
applicable Addendum or Schedule, Dell and (ii) authorize others to do any,
may terminate for convenience this some, or all of the foregoing.
Agreement, any Addendum or portion of
Addendum, any Schedule or portion of 11.2 *** Work Product: Except for the
Schedule, Order or Services performed -----------------
under an Order at any time for any Licensed Materials, *** agrees that the
reason upon ninety (90) days written *** shall constitute the work product of
notice to Provider *** (the "*** Work Product").
Additionally, other than the Licensed
10.1 Either party may terminate this Materials. *** Work Product shall
Agreement; any Addendum, any further include without limitation: all
Schedule, Order, Services, or portion *** developed with respect to the
of Services in the event the other creation of-***.
party defaults in the performance of
any of its duties and obligations and
the default is not cured within
thirty (30) days after written notice
is given to the defaulting party.
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***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
11.3 All *** Work Product is solely 12.3 Confidentiality: Any confidential
and exclusively the property of ***. ---------------
To the extent any *** Work Product information that will be disclosed by
qualifies as a "work made for hire" either parry related to this Agreement
under applicable copyright law, it shall be disclosed pursuant to the terms
will be considered a "work made for and conditions of the
hire" under applicable copyright law, ___________________Non-disclosure
it will be considered a work made for Agreement (#___________) between
hire and the copyright will be owned _______________ and ________________.
solely and exclusively by ***. To the Notwithstanding anything contrary in the
extent that any *** Work Product is terms of the applicable Non-disclosure
not considered a "work made for hire" Agreement, any trade secrets or other
under applicable copyright law, *** proprietary information of Dell, whether
hereby assigns and transfers all of oral, visual or written, shall
its right, title and interest in and constitute confidential information of
to the *** Work Product to ***. *** Dell even if not marked as such.
agrees to take any action and fully Provider shall xxxx all Deliverables
cooperate with ***, as *** may including without limitation any interim
request to effect the provisions of or final status reports, updates, or
this Section. Furthermore, *** shall presentations, exclusively as "Dell
ensure that its employees, Confidential" and shall not xxxx, or
subcontractors, representatives, jointly-xxxx, such Deliverables as
agents or other contractors engaged "Provider Confidential." Further,
to perform Services hereunder comply Provider's obligation to preserve the
with the terms of this Agreement confidentiality of such trade secrets or
particularly this Section 11. proprietary information shall continue
in perpetuity. The terms and conditions
11.4 Provider will, as part of the of this Agreement shall be deemed to be
*** Work Product, disclose promptly confidential information. Provider will
in writing *** all of the *** Work not use the name of Dell nor any Dell
Product and document all intellectual trademarks, trade names, service marks,
property rights as *** personnel may or quote the opinion of any Dell
direct. Furthermore *** shall, upon employee in any advertising,
request, provide to *** any or all of presentations or otherwise without first
the *** Work Product. obtaining the prior written consent of
an officer of Dell.
12. GENERAL
12.1 Disputes: Before initialing a 12.4 Insurance: Provider will obtain and
-------- ---------
lawsuit against the other mixing to a at all times during the tam of this
dispute or claim herein, Dell and Agreement maintain at its own expense,
Provider agree to first work in good with insurance companies acceptable to
faith to resolve between themselves Dell, the minimum insurance coverages
such dispute or claim arising out of stated in Exhibit A to this Agreement.
or relating to this Agreement. To
this end, either party may request 12.5 Compliance: Dell is an Affirmative
that each party designate an officer ----------
or other management employee with Action/Equal Opportunity Employer. Since
authority to bind the party to meet Dell transacts business with the United
to resolve the dispute or claim. If, States Government, the Equal Opportunity
after meeting, the parties are still Clauses at 41 CFR sections 60-1.4(a),
unable to resolve the dispute or 60-250.5(a) and 60-741.5(a) are hereby
claim, then the parties agree to incorporated and, if applicable,
submit the matter to mandatory Provider shall comply with FAR 52.212-3.
mediation. During this resolution Offer or Representations and
process, each party will honor the Certifications-Commercial Items, and FAR
other's reasonable requests for 52-219-8, Utilization of Small Business
non-privileged and relevant Concerns.
information. This paragraph will not
apply if: (i) the expiration of the 12.5.1 Subcontractors: If subcontractors
statute of limitations for a cause of --------------
action is imminent; or (ii) are engaged to provide any Products or
injunctive or other equitable relief Services pursuant to this Agreement, in
is necessary to mitigate damages. addition to any specific diversity goals
specified in a Schedule or Amendment,
12.2 Survival of Terms: Regardless of Provider will use commercially
----------------- reasonable efforts to engage businesses
the circumstances of termination or that are, (i) certified as minority or
expiration of this Agreement or any women owned by a third party
Addendum or Schedule or portion certification agency acceptable by Dell,
thereof, the provisions of Sections 6 or (ii) fifty-one (51%) percent owned,
("Warranty"), 7 ("Indemnity"), 8 controlled, operated and managed by
("Limitation of Liability"), 11 women or members of a minority group
Intellectual Property Rights') and 12 including African Americans, Hispanic
("General") will survive the Americans, Native Americans, Asian
termination or expiration and Indian Americans, Asian-Pacific
continue according to their terms. Americans.
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***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
12.6 Records: Provider will maintain DELAWARE, U.S.A. AND HEREBY AGREES THAT
------- ANY SUCH COURT SHALL BE A PROPER FORUM
accurate and legible records in FOR THE DETERMINATION OF ANY DISPUTE
English during the term of this ARISING HEREUNDER.
Agreement and, at a minimum, for five
(5) years or that period prescribed 12.11 Notices: Any notice or other
by Applicable Law or Regulation, -------
thereafter and will grant to Dell communication (other than telephone,
reasonable access to and copies of, maintenance or support or requests for
any information reasonably requested maintenance or support) required or
by Dell with respect to Provider's permitted by this Agreement shall be in
performance under this Agreement, writing in English delivered by
including information regarding certified or registered mail, return
Provider's performance under this receipt requested, postage prepaid and
Agreement, including information addressed as follows or to such other
regarding Provider's efforts to addresses as may be designated by notice
comply with Section 12.5.1. from one party to the other, or as set
forth in an Addendum or Schedule, all
12.7 Remedies: Except as may be such notices being effective on the date
-------- received or, if mailed as set above,
otherwise provided in this Agreement, three (3) days after the date of
the rights or remedies of the parties mailing:
hereunder are not exclusive, and
either party shall be entitled If to Dell:
alternatively or cumulatively,
subject to the other provisions of Dell Products, L.P.
this Agreement, to damages for One Dell Way
breach, to an order requiring Xxxxx Xxxx, Xxxxx 00000
specific performance, or to any other Attention:
remedy available at law or in equity. cc: General Counsel
12.8 Independent Contractors: The If to Provider:
------------------------ eTelecare International, Inc.
parties are independent contractors 000 X. Xxxxxxxxxx Xxxxx Xxxxx X
and neither party is an employee, Xxxxxxxx, XX 00000
agent, servant, representative, Attn: Dell Program Manager
partner, or joint venturer of the
other. Neither party has the right or 12.12 Severance: Whenever possible, each
ability to bind the other to any ---------
agreement with a third party or to provision of this Agreement will be
incur any obligation or liability on interpreted in such a manner as to be
behalf of the other party without the effective and valid under applicable
other party's written consent. law, but if any provision of this
Provider will be solely responsible Agreement is found to violate a law, it
for all materials and work until will be severed from the rest of the
Acceptance by Dell, and Dell will Agreement and ignored and a new
have no direction (except in the provision deemed added to this Agreement
results to be obtained) or control of to accomplish to the extent possible,
Provider, or any person employed by the intent of the parties as evidence by
or contracted for by Provider. the provision so severed. The headings
used in this Agreement have no legal
12.9 Amendments; Waivers: No waiver effect.
--------------------
of any term or condition is valid 12.13 Non-Exclusive: Nothing in this
unless in writing and signed by -------------
authorized representatives of both Agreement shall require Dell to purchase
parties, and will be limited to the from Provider any or all of its
specific situation for which it is requirements for services that are the
given. No amendment or modification same or similar to the Services provided
to this Agreement shall be valid hereunder, and Dell may purchase similar
unless set forth in writing and or identical services form others.
signed by authorized representatives Furthermore, Provider agrees to
of both parties. cooperate and work with Dell and any
other providers that Dell may engage in
12.10 GOVERNING LAW: THIS AGREEMENT connection with the provision of
-------------- Services at Dell's expense.
WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE 12.14 Assignment: This Agreement may not
OF TEXAS, EXCLUSIVE OF ANY PROVISIONS ----------
OF THE UNITED NATIONS CONVENTION ON be assigned by Provider in whole or in
THE INTERNATIONAL SALE OF GOODS AND part, even by
WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW. EACH OF DELL AND
PROVIDER HEREBY IRREVOCABLY SUBMITS
TO THE EXCLUSIVE JURISDICTION OF THE
FEDERAL AND STATE COURTS OF THE STATE
OF
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operation of law, in a merger or the subject matter contained herein, and
stock or asset sale, without the merges all prior discussions and
express written permission of Dell. agreements, both oral and written,
Such consent shall not be between the parties. Each party agrees
unreasonably withheld. Provided that that use of pre-printed forms,
Dell expressly permits the assignment including, but not limited to email,
or continue to do business with the purchase orders, acknowledgments or
succeeding entity without providing invoices, is for convenience only and
its express permission, the terms and all pre-printed terms and conditions
conditions of this Agreement shall stated thereon, except as specifically
apply with respect to the succeeding set forth in this Agreement, are void
entity. Any attempted assignment and of no effect. Unless otherwise
contrary to the preceding will be expressly set forth in an Addendum,
null and void. Exhibit, Attachment or Schedule, as so
designated, in the event of conflict
12.15 Entire Agreement: This between this Master Services Agreement
------------------- and any Addendum, Exhibit, Attachment or
Agreement, its attached Addenda, Schedule, the terms of this Master
Exhibits, Attachments, and Schedules, Services Agreement shall prevail.
as so designated, set forth the
entire agreement and understanding of
the parties relating to
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives as of the day and year first
written hereto.
DELL PRODUCTS L.P. ETELECARE INTERNATIONAL, INC.
By: /s/ Xxxxx Xxxxxx By: /s/ Xxxxx Xxxxxx
--------------------------------- ------------------------------------
Printed Name: Xxxxx Xxxxxx Printed Name: Xxxxx Xxxxxx
----------------------- --------------------------
Title: Services, Vice President Title: President
------------------------------ ---------------------------------
Date: 5-07-02 Date: 4-5-02
------------------------------- ----------------------------------
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AMENDMENT
to
MASTER SERVICES AGREEMENT
between
ETELECARE INTERNATIONAL, INC.
and
DELL PRODUCTS L.P.
DATED: October __, 2005
This amendment (the "Amendment") to the Master Services Agreement
between eTelecare International, Inc. ("eTelecare") and Dell Products L.P.
("Dell"), dated April 1, 2002 (the "MSA"), is made by eTelecare and Dell
effective as of October-, 2005.
WHEREAS, eTelecare and Dell are entering into a revised Schedule Al to
the MSA and the parties wish to amend the termination rights in the MSA in
connection therewith.
NOW THEREFORE, for and in consideration of the agreements set forth
below, eTelecare and Dell agree as follows:
The MSA is amended as follows:
Section 10.01 of the MSA (for clarity, the first Section 10.1)
-------------- ------------
shall be deleted and replaced in its entirety with:
"Unless expressly set forth in an applicable Addendum, Schedule
or Order, either party may terminate for convenience this
Agreement or any Addendum, Schedule or Order, at any time for any
reason without cause, penalty or payment of any termination fees,
upon ninety (90) days written notice to the other party."
Terms defined in the MSA shall have the same meaning when used in this
Amendment. Except as amended herein, all of the terms and conditions of the MSA
shall continue in full force and effect.
IN WITNESS WHEREOF, eTelecare and Dell have each caused this Amendment
to be executed and delivered by its duly authorized representative.
DELL PRODUCTS L.P. ETELECARE INTERNATIONAL, INC.
By: /s/ [Illegible] By: /s/ Xxxxx Xxxxxxxx X. Xxxxxxxxx
--------------------------------- ------------------------------------
Name: [Illegible] Name: Xxxxx Xxxxxxxx X. Xxxxxxxxx
------------------------------- ----------------------------------
Title: VP/G.M. - Dell Services Title: [Illegible]
------------------------------ ---------------------------------
DOC. NO. 42
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PAGE NO. 10
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BOOK NO. LXII [Notary stamp]
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SERIES OF [Illegible]
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SCHEDULE A1
Statement of Work - ACS Management Technical Support Services
--------------------------------------------------------------------------------
This Schedule A1 replaces Schedule A in its entirety between eTelecare
International and Dell Products L.P. dated April 1, 2002 and is subject to the
terms and conditions of the Master Services Agreement (the "Agreement") between
eTelecare International ("Provider") and Dell Products L.P. ("Dell") dated April
1, 2002. This Schedule is effective October 1, 2005.
1) Definitions:
-----------
a) ***: ***, a subcomponent of the BPI process through which
---
problems are identified and remedied without a full BPI project
implementation, the ***, and ***.
b) AHT: Average handled time; includes talk, hold and wrap/after
---
call work.
c) AMPR: Average Minutes Per Resolution: The time required for
----
Provider to resolve a customer's issue will be measured as the
Average Minutes Per Resolution ("AMPR"). AMPR will be measured
using the following method: Inbound Average Handling Time (AHT)
divided by the product of Resolution Rate times the Logging
Percentage; AHT / (RR * L%). For the purposes of this measurement
the Logging Percentage shall not exceed 100%. All statistics are
by LOB, e.g. Dimension, Inspiron, etc.
d) ASA: Average Speed of Answer. Average time to answer all calls
---
handled to the queue.
e) ***: ***
---
f) Outbound Calls: Calls initiated by Provider (or initiated by a
---------------
Customer at the request of Provider) to ensure customer initiated
call closure.
g) Call logging rate: percent of inbound Calls logged, measured as
-----------------
number of inbound and repeat inbound call logs divided by inbound
and repeat calls handled.
h) Call: A single incident seeking telephone customer service for
----
any supported product. The Call is measured from when the
telephone is answered for a single transaction, to when the
transaction is complete and the telephone is disconnected.
i) CE Modifier: Responses of Somewhat, Very and Extremely Satisfied
-----------
in the Dell third-party Customer Experience ("CE") Survey.
j) Customer: A customer of Dell calling on a telephone for customer
--------
service.
k) ***: ***.
---
l) Distribution Of Work ("DOW"): Day of Week/Intraday weekly call
----------------------------
arrival percentage forecast by interval consistent with the
monthly *** that is provided by Dell.
m) External Problem Resolution ("XPR") - the percentage of customers
-----------------------------------
answering "yes" to the question, "Do you consider your problem
resolved?"
n) FCR: First Call Resolution: percent of customers responding to
---
e-mail survey whose issue was resolved in one call.
o) FTE: Full Time Equivalent, as calculated in attachment 2.
---
p) Month: Dell's fiscal months will be used for monthly calculations
-----
and invoicing in this contract.
q) Offered Call: Inbound and repeat inbound calls sent by Dell to be
------------
handled by Provider
r) Operational Lock: Provider's monthly performance goals. See
-----------------
Section 8 for definition.
s) Outbound Cap: upper limit of outbound minutes with respect to
-------------
inbound minutes
t) Percent Dissatisfied - the percentage of customers rating a 1, 2,
--------------------
or 3 as the overall satisfaction level to the question, "Please
rate your overall satisfaction with your call to Dell Technical
Support" in the Dell third-party CE Survey.
u) Percent Neutral - the percentage of customers rating a 4, 5, or 6
---------------
as the overall satisfaction level to the question, "Please rate
your overall satisfaction with your call to Dell Technical
Support".
v) PPM: Price per minute of average handle time.
---
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w) Quarter: Dell's fiscal quarter will be used for quarterly
-------
calculations and invoicing in this contract.
x) Resolution: An inbound customer case log that does not have a
----------
subsequent inbound case logged in the next seven (7) days is
defined as having achieved Resolution.
y) Resolution Rate: Number of unique tags achieving resolution
----------------
divided by number of inbound and repeat inbound call logs
z) Service Level: % of calls answered in X seconds compared to calls
-------------
offered.
aa) *** ("***"): Defined in Section ***
-----------
bb) Tech Roster: A list of current TSR's providing Services for the
-----------
Dell account. Each TSR will have a unique identification number.
cc) Technical Support Representative ("TSR"): A Provider employee
-------------------------------------------
that performs Services for this Schedule.
dd) Ticket to Entry: A process control or cost control metric in the
---------------
Incentive Based Pricing Grid (see Attachment 1), intended to be
achievable and, if the goal is missed, indicative of problems in
process or cost control.
ee) Transfer Rate: % of calls handled by Provider that are redirected
-------------
to another Dell queue.
2) Term & Termination
------------------
The initial term of this Schedule shall be one (1) year beginning
on the Effective Date. This Schedule will automatically renew for
additional successive one year periods unless (a) one party
informs the other of its intent to let the Schedule expire ninety
(90) days before the end of the then-current term or (b) this
Schedule is terminated in accordance with the following
paragraph.
This schedule may be terminated (i) in accordance with the terms
of the Agreement or (ii) by either party, for any reason, without
cause, penalty or payment of any termination fees, on ninety (90)
days written notice to the other party.
3) Scope of Services
-----------------
Provider will provide technical support to Dell customers in the
form of a telephone support queue for core and specialty
products.
The hours of Service shall be set by *** to *** up to *** a *** a
*** a ***. The Services will be provided in a manner as similar
as is reasonably possible to the way in which Dell provides its
own telephone customer services and in conjunction with the
requirements of Attachments 2, 3, and 4.
4) Call Volumes (Minutes)
----------------------
a) Forecasting: Dell will provide a *** of the *** of *** on a ***
for ***. The *** are the ***. The *** of the *** are the updated
*** from the previous ***. The *** are an *** for minutes Dell
will provide during that month.
b) For example, *** Dell will provide a *** for *** and ***. *** for
*** represents the ***. ***
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*** for *** represents the ***. *** for *** represents the ***.
c) Dell may increase the *** at any time by giving Provider thirty
(30) day's notice and Provider will make commercially viable
efforts to comply with the new ***. Dell will incorporate the
staffing and training lead-times as part of this forecasting
process. Provider will keep Dell up to date with recruiting
pipeline on a monthly basis.
d) In the event that *** exceed the *** by *** than ***%, Dell will
*** the *** and ***. The *** will *** in *** unless *** by Dell.
Dell shall *** the *** which *** the *** which *** is ***.
e) Staffing: Provider is responsible for hiring and/or training of
sufficient staff and acquiring incremental infrastructure to
support the *** provided the average *** headcount growth,
measured Dell quarter over Dell quarter, does not exceed 10%.
f) During each Dell quarter, Provider will hire and train TSRs (for
attrition replacement on current headcount (baseline HC number).
Provider will hire and train increased headcount requirement not
exceeding 10% average headcount, measured Dell quarter over Dell
quarter. Dell will *** the *** of *** it *** and *** in *** of
***% *** over *** from ***. These forecast and/or staffing change
requests must be provided to Provider in an agreed upon written
form. Provider will make commercially reasonable efforts to
accommodate Dell's request. Such ramp requests will be
implemented upon mutual written agreement of the parties. With
regards to ***, when *** to *** in ***%, then Provider *** for
*** are ***. Any changes to these ramp requests will also be
implemented upon mutual written agreement of the parties.
g) Subject to Section 10b, Dell will provide the DOW to Provider
seven (7) days before the beginning of every week. The DOW
provides guidance on Day of Week/Intraday call arrival
percentages. Provider will staff according to those percentages,
subject to the terms of this Section 4. Provider shall provide
feedback to Dell if Provider's historical analysis leads to
different call interval arrival percentages.
h) Capacity Forecast: Provider is *** for *** with a *** for each
*** for *** within *** days *** of the ***. This *** the *** and
*** provided by ***. Dell will *** this *** to help ***.
i) Routed Calls: Dell will distribute Calls to Provider using the
Dell telecom solution. The number of Calls Provider will handle
will be determined as a percentage of the Dell Call forecast in
conjunction with the ***. All Calls offered to Provider via the
Dell telecom solution during the agreed upon hours of operation
will be accepted and routed to Provider's TSR's, subject to the
terms of this Section 4.
j) Call Management System Access: Provider will continue to provide
Dell with real time access to phone support queues, including
continued access to existing accounts for Call Management System
(CMS) as required by Dell. This access to the Call Management
Systems will continue to be delivered ***.
5) Support Requirements
--------------------
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a) Call Tracking System: Provider shall log 100% of contacts with
end user utilizing tools defined by Dell and in accordance with
Dell's policies. Dell will provide the necessary network access
required to connect to the system with end user. Dell will
provide data connectivity and access to a US based location.
Provider will be *** for all *** and *** from *** its ***.
b) Reporting: Provider will provide the reports listed in Attachment
2. Dell agrees to provide Provider with timely and consistent
reporting as defined in Attachment 2. Provider is required to
deliver Call Center Daily Reports prior to 7:00 a.m. CST daily
for the previous day's business. Requirements for the formats of
those reports will be provided and updated by Dell as required.
c) Equipment and Software: Dell will provide a limited number of
computers with associated application software (and maintenance
parts for those computers) as required in Provider's lab for
training. These systems will be returned to Dell at the
termination of the Schedule in like condition, excluding normal
wear and tear from their daily use. Provider shall replace any
components or units that are lost due to damage beyond normal
wear and tear and theft. Provider shall also maintain an
inventory of equipment to communicate to Dell upon request. Dell
may at any time require that these systems undergo service
including the replacement of all or part of a system. Dell will
endeavor to give appropriate notice to Provider of any such
service and schedule with Provider at a mutually agreeable time.
Provider is responsible for providing all other equipment
required by its employees to perform services and to meet Dell's
system requirements. The minimum requirement as of the effective
date is a Pentium III system running Microsoft supported OS with
no latency due to desktop configuration with hard drive or
memory. These requirements may change as systems are enhanced.
Dell shall perform baseline performance testing of Provider
system response time. During the performance of the services,
Provider shall *** its *** as ***, to *** no greater than ***%
*** (i) the *** or (ii) the *** of *** like ***. All *** of ***
and *** will *** the *** of *** and *** in the ***. Provider will
utilize Dell systems for all TSR equipment requirements.
d) Knowledge Base and Technical Support Tools: Provider will access
Dell's technical support knowledge base and technical support
tools, collectively the "support Documentation," via the
Internet. Ownership and responsibility for content of these and
all other requisite Dell tools will remain with Dell. Dell will
provide login access to this data if needed. Whether marked as
such or not, for purposes of the Agreement and this Schedule, all
such Support Documentation is proprietary and confidential to
Dell and Provider may disclose this information on to Customers
and only in the provision of the Services. Any other disclosure
of such Support Documentation is a breach of the Agreement. The
Provider shall log all customer contacts utilizing the tools
defined by Dell in accordance to Dell standards.
e) Workspace: Provider will provide workspace, access to a
telephone, and wireless and wired high-speed network connectivity
for up to five (5) Dell staff members at Provider's call center
site. Dell reserves the right to review any Dell Supporting
facilities and processes at any time.
f) Tech Roster: Provider will keep its complete Dell support Tech
Roster current at all times.
g) Documentation: Provider shall retain documents related to the
Services as required for a period of three (3) years after the
termination of this Agreement. Upon termination of this Schedule,
Provider will return, insurance and shipping paid, all Dell
provided materials at Provider's expense.
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h) Escalation: Provider will follow the procedures for escalating
customer problems internally or to Dell Management in a mutually
agreed upon process.
i) Continuous Improvement: Provider agrees to work with Dell and
other Providers towards the continuous improvement of the
Services. This includes, but is not limited to, the sharing of
information such as metrics, best practices, training materials
and all other intellectual property, as defined in the Agreement
pertaining to the Services for the purposes of improving quality
and reducing cost of Services provided.
j) Quality (Call Recording): Provider must have the ability to
record randomly or specifically selected complete calls with
recording quality sufficient to audit for process adherence and
quality. Provider must upload recorded calls with index files per
Dell's identified sample size requirements (currently one call
per rep per week uploaded to Dell's ValueChain).
k) Compliance Training: Provider will ensure 100% of its TSRs have
completed and understand Dell required compliance training, to
include at a minimum: Export Compliance; Customer Privacy; and,
if required, Product Safety and Nexus training.
l) Certification: As soon as *** after the ***, and no *** after
***, Provider must meet one of the following:
i. Hold current ***.
ii. *** its *** with the *** for ***.
Provider will *** annually to ensure *** with ***. At a ***, the
*** must *** to all *** of the *** and *** that include *** of
*** and ***.
Provider shall *** the *** of these *** with ***. Provider and
Dell shall *** to a *** by *** will *** any ***. Any *** by
Provider *** with this *** are the *** of ***.
m) ***: Provider must make *** to *** within its ***.
i. Each *** must have *** that have a *** of ***, and ***
requirements and goals.
ii. The procedures for *** must be *** as ***, and in a ***
all *** and ***.
iii. Provider must *** that it *** an *** that *** to ***
and *** in its ***.
iv. *** that *** in *** must be *** and *** must be *** to
***.
v. Any *** of the *** or *** via *** and ***. All such ***
are *** to ***.
vi. All *** shall be *** across *** and ***. Where *** or
*** dictate *** or *** may be *** upon *** from ***
vii. *** of any *** or *** or *** from *** via the
*** / *** body.
viii.*** of *** shall be completed in accordance with *** to
*** and include *** and *** as ***, and in accordance
with the *** process outlined in section 15.
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ix. Provider will *** the *** internally or to *** in a
***.
n) ***: Provider must *** a *** for *** the *** not *** requirements
and goals.
i. Provider *** to *** with *** and *** in ***; including,
but not limited to, the *** of *** such as *** and ***,
as defined in the Agreement pertaining to the ***
ii. Provider shall *** and *** a *** and ***.
iii. Any *** related *** of *** require *** of a ***. ***
are subject to ***. *** for establishing *** is ***
days from the *** of *** of ***.
1. Provider must *** and *** to *** to *** its
*** and ***.
iv. Provider *** to *** a *** with *** available to the
***. In addition, Provider shall *** and *** at *** to
*** the *** to *** or *** requirements of the SOW.
o) *** (***): Provider will *** an *** at a ***, to *** and *** in
Provider services, and *** as *** of *** for ***.
p) Business Continuity and Recovery Plan (BCRP): Provider will
establish and maintain contingency plans, recovery plans and
proper risk controls to ensure Supplier's/Provider's continued
performance under this Agreement. The plans must be in place
within 30 calendar days after the Effective Date of this Schedule
and shall include, but not be limited to, testing, control
functions, accountability and corrective actions to be
immediately implemented, if necessary. Provider agrees to grant
access to the plans to Dell at a mutually agreeable time.
6) Organization Responsibilities
-----------------------------
a) Provider will maintain all rosters up-to-date in real-time, to
include but not limited to the following tools:
i. Training Portal (Dell's on-line web-based training
resource site) - Provider must maintain the Tech Roster
real-time in Dell's training portal.
ii. Escalations on Demand (EOD) - Provider must enter an
individual profile real-time for each TSR.
iii. eTalk - Provider must update Dell's eTalk Advisor's
roster weekly by close of business Thursday.
b) To the extent required and permitted by any applicable law, rules
or regulations, Provider shall obtain all necessary permissions
from and provide all required notices to employees and
contractors employed in providing Services to Dell and take other
necessary steps that will allow Dell or any third party
contractor of Dell to store, transmit, use and otherwise process
the applicable personal information of such employees and
contractors for the purpose of
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onboarding the same and for any other legitimate business
purposes without restriction as to the country location of the
facilities where such data may be transmitted and processed.
7) Floor Support (Ownership)
-------------------------
Dell *** to *** the ***, ***, with *** which was *** by *** to
*** with *** to *** or *** these ***. The *** is *** to *** and
***. Provider *** not to *** the *** and *** with any ***.
Provider may use the *** or *** other *** or *** so long as ***
or *** the *** and *** and with ***. Dell and Provider will ***
to *** which *** in ***.
The *** Includes:
a. Provider will continue to *** per site as *** in the ***.
The *** for *** and ***.
b Provider will *** its ***, as *** in the ***, such that ***
is *** to *** of no ***.
c. For the purpose of *** in *** Provider will *** and *** a
*** of *** and *** to its *** to *** in *** and ***, as ***
to *** the *** in ***.
d. Provider will *** to *** a *** for the *** of *** to the
***. Subject to Section 4, *** to *** during *** is *** and
*** not *** to ***
e. Provider will *** to *** the *** to *** to *** having ***.
8) Operational Lock:
----------------
a) Operational Lock: Dell shall provide to Provider in writing, at
least seven calendar (7) days before the beginning of a month,
the parameters under which the Services will be performed for the
following month, the "Operational Lock", by Line of Business (as
identified in the chart below; also "LOB"), at the enterprise
level. The Operational Lock will include: (i) AMPR Lock, (ii)
Resolution Rate lock, (iii) CE Lock (iv) Bonus and Incentive lock
for Tickets to Entry as defined in item 1 of Attachment 1, (v)
Logging Percentage; If Dell fails to provide the Operational Lock
to Provider at least seven (7) days before the beginning of a
month, the previous month's Operational Lock will apply.
b) The *** will be as follows:
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--------------------------------
*** of *** *** Percentage
--------------------------------
*** ***% of *** minutes
--------------------------------
*** ***% of *** minutes
--------------------------------
*** ***% of *** minutes
--------------------------------
*** ***% of *** minutes
--------------------------------
Any changes will be handled by addendum process provided in Section
15.
c) Average Minutes Per Resolution ("AMPR"): The time required for
Provider to resolve a customer's issue will be measured as the
Average Minutes Per Resolution ("AMPR"). AMPR will be measured
using the following method:
i. Inbound Average Handling Time (AHT) divided by the
product of Resolution Rate times the Logging
Percentage; AHT / (RR * L%). For the purposes of this
measurement the Logging Percentage shall not exceed
***%.
d) Provider's *** to the *** and *** will determine *** for a *** as
described in Attachment 1.
e) For the *** of *** after the Effective Date, the *** shall be no
lower than the ***, by ***, for ***; *** and ***. For the *** of
*** after the Effective Date, the *** shall be no higher than the
*** by ***, for *** and *** or *** at the ***.
f) The Operational Lock shall be applied uniformly for similar LOB
queues across all Dell badged sites and those of all providers in
order to improve overall enterprise performance. Enterprise
performance is the performance of all similar LOB queues at all
Dell badged and provider sites.
g) Dell will continue to set quarterly goals, with the Operational
Lock setting the monthly parameters to achieve the quarterly
goals. These monthly adjustments to the Operational Lock shall be
feasible and based on enterprise best practice as evidenced by
actual performance data which shall be shared by Dell with all
sites, including those of all partners. In the event the
previous month's actual performance is not available, the most
recent 8 weeks of data will be used.
9) Rates; Fees, and Invoicing:
--------------------------
a) The *** will be ***. The *** will be *** of ***.
b) The *** will be ***, the ***, and *** to *** in the ***.
c) An ***, in *** to the *** is defined in Attachment 1: *** Grid.
d) *** listed by ***:
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-------------------------------------
Price Per
*** Total *** Minutes ***
-------------------------------------
1 *** minutes per *** $***
-------------------------------------
2 *** minutes per *** $***
-------------------------------------
3 *** minutes per *** $***
-------------------------------------
4 *** minutes per *** $***
-------------------------------------
5 *** minutes per *** $***
-------------------------------------
6 *** minutes per *** $***
-------------------------------------
7 *** minutes per *** $***
-------------------------------------
e) For ***, the *** in the *** will be *** the *** of ***.
f) Pricing will be invoiced as Price per ***:
i. Fees for *** are calculated as: *** of *** the ***
times the *** the *** or *** the *** determined above.
ii. Fees for *** will be the *** of ***, or the *** the ***
of *** the *** determined above.
g) ***: Dell will *** for *** to the above pricing table and
definitions. In the case of a *** (not *** any *** to ***), ***
will *** the *** to the *** described below, *** the *** was ***
by *** and not *** by ***:
*** days *** by ***%
*** days *** by ***%
*** days *** by ***%
*** days ***
h) Minimum Monthly Commitment: The *** shall be *** to *** the ***.
The *** of *** will be no less than *% of the ***. Dell may ***
in *** that *** be *** to *** if:
i. Provider's *** a *** of *** than *** days is *** the
*** metrics no. 12 and 15 in Attachment 2.
- or -
ii. Provider's *** a *** of *** than *** days is *** the
*** and *** metrics listed in Attachment 2.
This *** until *** is *** to *** such ***. Dell and Provider
shall *** to the *** on which its *** and the *** will ***. For
example, if Provider *** such a *** at the *** of *** and *** and
*** that *** is *** on ***, the *** only to the *** of *** for
*** through *** for the ***.
i) Training: Provider may *** at *** the *** for *** of ***. Subject
to Section 4, *** and *** will *** by ***. The *** of *** will
*** the ***
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*** of *** and *** be *** in the ***, *** as *** in section 4.f.
*** will *** be *** for *** who *** with *** as defined in
Attachment 2 and *** be *** by ***. *** will be *** for all ***
for *** not *** and *** as listed in Attachment 2.
j) Telecommunications Charges and Data Connectivity: Dell will be
*** for the *** of *** and *** of *** to a ***. Provider will ***
and *** with *** the *** and *** at their *** and the *** and ***
from *** to ***. Dell will install adequate circuit capacity at
Provider's US based location and will be billed directly by its
carrier for any charges relating to their use. Any *** by *** as
*** of the *** and *** from *** to the *** shall *** the *** of
***. Dell will *** for only the *** for ***.
k) Custom Reporting: Provider will be responsible for generating all
needed standard call center reporting to Dell at no additional
cost. Provider will provide *** per month of *** or *** to *** at
***.
l) Other Fees: Subject to the terms of this Schedule, ***, and ***
and ***. The parties must mutually agree in writing to other fees
for other products or services.
m) Invoice Verification and Payment Dispute Resolution: Provider
will present a monthly xxxx to Dell for timely verification,
approval and payment. After xxxx verification and approval, Dell
will remit the xxxx as invoice to accounts payable where both
parties have the right to audit for 180 days. In the event of a
payment dispute between Dell and Provider concerning fees, Dell
and Provider have 90 days to negotiate in good faith and provide
timely resolution to any payment dispute using the dispute
resolution process outlined in the Agreement. Provider agrees to
retain a minimum of 5 years of data to assist with internal
process audits and share data as requested.
10) Required Performance Metrics
----------------------------
a) Provider shall meet the Performance Metrics Goals and reporting
requirements listed in Attachment 2. If Dell's *** by more than
***%, Performance Metric Goals *** the *** of *** to *** and ***.
b) Interval Performance Staffing
Each site is responsible for staffing to handle Dell's call
volume throughout the day according to the DOW. Dell will send
each site the DOW approximately 7 days prior to the start of a
new call week. Dell Providers are responsible to handle their
interval-handle plan (interval forecast) based on the capacity
model that Dell requires. If Dell Providers are *** to meet ***,
it *** or *** as defined in Attachment 1. This requirement will
be *** by the *** metric.
*** is test:
1. If a *** or ***% of *** on the *** for a *** they ***
for that ***.
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2. If *** than ***% of *** on the ***, for a given
interval, and *** is ***%, they *** for that ***.
The *** for a *** the *** of *** by the *** that the *** was ***
to ***.
11) Business Review
---------------
Provider will review performance of the services as required by
Dell. On a quarterly basis, Dell and Provider will meet at a
location determined by Dell to review the previous quarter's
business performance. Provider will host weekly calls with Dell
for issue identification, status updates and review of other
mutual concerns. The Provider will actively participate in the
Dell ACS Operational and Quality / Customer Experience governance
process to include weekly working sessions and periodic
management reviews. Daily operational calls may be held if
requested by Dell.
12) Recognition
-----------
a) Quarterly Recognition Events
Provider will hold quarterly recognition events for the Dell
account employees working in support of this Schedule for
quarters in which Provider meets its quarterly goals.
l. Dell and Provider agree to *** the *** of *** up ***
upon *** to *** per ***.
2. Provider agrees to match this amount and provide
documentation after each event in support of the
expenses.
b) Ongoing Recognition
1. Dell will provide a *** for *** of *** per *** up to
*** per *** of this Schedule.
2. Provider *** to *** this ***.
3. Provider will *** a *** to Dell *** were ***.
c) Third Party Incentive Provider:
1. Dell may *** a *** through a *** for *** in *** of this
Schedule.
2. Provider will *** to the *** and *** for the ***.
13) Quality Monitoring
------------------
a) Provider will provide Dell with a phone number with which Dell or
any designated Dell Third Party auditor may call in at any time
to remotely monitor random Calls.
b) Provider will host quality-calibration sessions with Dell. The
frequency and agenda of these meetings will be determined by
Dell. Calibration targets are to be within 95% on jointly audited
Calls.
c) Provider must resolve all issues of non-compliance to audit
criteria according to Dell's recommended progressive discipline.
14) Use of the Dell Name
--------------------
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a) Provider may not under any circumstances *** or *** the ***.
b) All *** and any *** in the *** provided in section 18, by ***,
must *** to such ***.
c) Dell may ***, ***.
15) Change Management
-----------------
Dell may at any time modify or amend this Schedule upon thirty
(30) days written notice to Provider. Said notice shall describe
the requested modifications in detail sufficient to permit
Provider to submit to Dell, within 10 business days, an estimate
of the cost and schedule impacts to effect the modifications.
Provider shall implement the modifications only upon written
authorization from both parties. Provider shall invoice Dell only
for costs incurred after receiving written authorization. Costs
incurred by Provider before receiving written authorization shall
be the responsibility of Provider.
Provider shall provide notice to Dell of all Leadership changes
at Process Leader and above at least 10 days in advance of any
change.
16) Damages related to Fraud/Data Security
--------------------------------------
a) Except to the extent of Dell's negligent or intentional conduct
and/or failure to maintain customary security measures, Provider
agrees to reimburse Dell for any and all actual damages related
to fraud on the part of a Provider's employee. This includes, but
is not limited to, items such as improper use of customer credit
cards and employees dispatching Dell equipment improperly to
themselves or others.
b) Provider agrees to maintain a list of Provider's employee
passwords to all Dell applications.
c) Provider will provide 15 days notice for all new employee access
requests.
d) Provider will provide notice to Dell within 24 hours of any
employee termination to remove their access to Dell systems and
applications.
e) Provider may not allow employees to share passwords without
written agreement from Dell to do so.
f) Provider agrees to immediately report Fraud so that Dell can
remove their access to Dell systems and applications.
g) Provisions of this Section 16 shall be subject to the terms and
limitations set forth in the Agreement.
17) Export Compliance
-----------------
a) Provider agrees to ensure all Agents on the Dell account are
trained in Dell required Export Compliance procedures. All agents
will be re-certified every year.
b) Details are provided in Attachment 5 - Export Compliance.
c) Provider agrees to maintain a certified export compliance
trainer, trained and certified by Dell, onsite for all new hire
classes.
18) Dell Area
---------
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SCHEDULE A1
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--------------------------------------------------------------------------------
Provider agrees to maintain the *** in a *** of its *** and
agrees that *** will be *** into the ***, or *** in the ***.
Provider will allow Dell to display Dell related banners and
signs in the area to promote the Dell brand name and employee's
association with the account.
19) Location
--------
a) Services shall be provided in *** of *** at *** in support of
this Schedule.
b) Provider may not move the Dell account to a new facility without
express permission from Dell in the form of a signed letter by an
authorized Dell representative; such permission will not be
unreasonably withheld or delayed.
e) Provider must provide 30 days written notice prior to requesting
to move the Dell account to a new facility.
d) Provider will be responsible for any actual costs incurred as a
result of moving the account to an alternate location.
Schedule A1 Schedule A1
Agreed and Accepted: Agreed and Accepted:
Etelecare International Dell Products L.P.
By: /s/ Xxxxx Xxxxxxxx X. Xxxxxxxxx By: /s/ X.X. Cotshoit
--------------------------------- ------------------------------------
Name: Xxxxx Xxxxxxxx X. Xxxxxxxxx Name: X.X. Cotshoit
------------------------------- ----------------------------------
Title: VP - Philippine Operations Title: VP/GM Dell Services
------------------------------ ---------------------------------
Date: January 13, 2006 Date: 11/29/05
------------------------------- ----------------------------------
DOC. NO. 41
____
PAGE NO. 10
____
BOOK NO. LXII [Notary stamp]
____
SERIES OF 200a
____
CONFIDENTIAL & PROPRIETARY
Page 13 of 21
***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
SCHEDULE A1
Statement of Work - ACS Management Technical Support Services
--------------------------------------------------------------------------------
ATTACHMENT 1- INCENTIVE BASED PRICING GRID
Dell will pay fees to Provider on a Dell fiscal month basis according to a rate
based on the following criteria:
The base rate for handling the monthly call volume will be the rate stated in
Section 8 as per the volume grid. This base rate will be adjusted monthly
(increased or decreased) based on actual monthly performance in the following
categories:
1) Incentive Tickets to Entry:
--------------------------
----------------------------------------------------------------------------------------------------------
Metric: Minimum Requirement How to Measure
----------------------------------------------------------------------------------------------------------
Ownership Audit As defined in the Number of successes divided by the total number of
Operational Lock compliance opportunities, as determined by independent
audit.
----------------------------------------------------------------------------------------------------------
Email Capture Rate ***% Number of valid e-mail addresses plus number of
"customer-refused" email entries divided by the total
number of calls logged.
----------------------------------------------------------------------------------------------------------
Dispatch Value per As defined in the As defined in Attachment 2
Resolution Operational Lock
----------------------------------------------------------------------------------------------------------
*** Performance or ***% As defined in the Schedule. *** shall apply for queues
Service Level Percent that are dynamically routed between sites. Service Level
shall apply for queues that are solely serviced by Provider.
----------------------------------------------------------------------------------------------------------
2) Operational Lock Performance:
----------------------------
Provider's performance will be measured against the monthly Operational Lock for
contact handling efficiency (AMPR), and Customer Experience (CE). If Provider's
CE performance meets or exceeds the Operational Lock, Provider may be eligible
for a Bonus.
----------------------------------------------------------------------------------------------------------
*** ***
----------------------------------------------------------------------------------------------------------
AMPR *** Provider will *** to *** by***% of *** *** to ***:
----------
for ***% *** the *** to the ***. In Provider may *** for ***% of the *** for ***% ***
addition, provider *** its ***% for *** its *** the *** to the ***. *** will not ***%.
to *** not ***. *** will not ***%.
----------------------------------------------------
*** to ***:
----------
Provider *** its *** to ***% for *** to *** not
***. ***will not ***%.
----------------------------------------------------------------------------------------------------------
AMPR *** Provider *** its *** to *** by ***% of *** to ***:
----------
*** for ***% *** the *** to the ***. In Provider's *** will be ***% for ***% that its *** to
addition, provider *** its *** by ***% the ***. *** will not ***%
for *** to *** not ***. *** will not
***%.
----------------------------------------------------
*** to ***:
----------
Provider *** its *** to ***% for *** to *** not
***. *** will not ***%.
----------------------------------------------------------------------------------------------------------
3) Metrics and Goals:
-----------------
1. Dell shall reserve the sole right to change the goals and tickets to
entry in this attachment, in advance, in accordance with the
Operational Lock process.
2. Goals and tickets to entry will be by Line of Business ("LOB");
bonuses and invoice reduction will be applied to individual LOB's
3. Dell may provide a temporary waiver for one or more tickets to entry
upon written approval by a Dell Director or above.
4. Dell shall reserve the sole right to change the bonus and incentive
scaling numbers, in advance, in accordance with the Operational Lock
process, provided:
a. The CE bonus scaling shall not be less than ***% if Bonus for
***% of CE -and-
b. The maximum possible invoice reduction shall-not exceed the
maximum possible bonus.
c. The maximum bonus or penalty shall not exceed the ***% agreed to
above without the Providers written agreement.
5. Dell agrees it will change its SLA levels, penalties and/or incentives
in good faith based on practices of like services.
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SCHEDULE A1
Statement of Work - ACS Management Technical Support Services
--------------------------------------------------------------------------------
ATTACHMENT 2
PERFORMANCE METRICS GOALS AND REPORTING
------------------------------------------------------------------------------------------------------------------------------------
Performance Level
-------------------------
Minimum Reporting
Type of Service -------------------------------
Criteria Definition Criteria Goal Level How to Measure Frequency Form Recipient
------------------------------------------------------------------------------------------------------------------------------------
1. Transfer % of calls Accuracy Established Established o Number of calls Weekly Report Dell will
Rate handled by LOB by by LOB by transferred divided report to
resulting in a Qtr Qtr by the number of provider
transfer. calls in a specific
queue or LOB.
------------------------------------------------------------------------------------------------------------------------------------
2. Agent The percentage Accuracy Established Established o Count repeat Calls Weekly Report Dell will
Resolve of successful by LOB by by LOB by by the same asset report to
Rate First Time Qtr Qtr tag # for any reason provider
Resolves within seven (7)
lasting seven days and divide by
(7) days with total Calls
no repeat Calls
------------------------------------------------------------------------------------------------------------------------------------
3. Dispatch % of calls Accuracy Monitor Monitor only o Number of service Weekly Report Dell will
Rate handled only current no dispatches divided report to
resulting in a current goal by number of calls Provider
dispatch no goal handled.
------------------------------------------------------------------------------------------------------------------------------------
4. Dispatch Total value of Accuracy To be To be o Total value of Monthly Report Dell
Value per Dispatches determined determined Dispatches divided Relationship
Resolution divided by monthly monthly by total Resolutions Outsource
total Manager
Resolutions
------------------------------------------------------------------------------------------------------------------------------------
5. Process Score Accuracy ***% or *** ***% o Average of agent Monthly Report Dell
Audit determined by scores using Dell Relationship
Monitoring quality Quality Evaluation Outsource
Score monitoring form. Manager
group for both
process and
technical
accuracy
------------------------------------------------------------------------------------------------------------------------------------
6. Repeat Accurately and Accuracy Established Established o Number of repeat Weekly Report Dell will
Dispatch correctly set by LOB by by LOB by dispatches divided report to
Rate up service call Qtr Qtr by the number of Provider.
(correct DPS initial dispatches.
type, part,
address,
contract
information,
and clear
comments on
service
provided to CPT.
------------------------------------------------------------------------------------------------------------------------------------
7. Resolution Percentage of Accuracy To be To be o Number of unique Monthly Report Dell
Rate inbound calls determined determined tags achieving Relationship
achieving in in resolution divided Outsource
resolution (no Operational Operational by number of inbound Manager
subsequent Lock Lock and repeat inbound
calls in 7 call logs
days).
------------------------------------------------------------------------------------------------------------------------------------
8. E-mail Number of Customer ***% ***% *** o E-mail addresses TBD Report Dell
Addresses E-mail Experience collected by Relationship
Collected addresses Technicians from Outsource
collected from customers for Manager
customers Customer Surveys
------------------------------------------------------------------------------------------------------------------------------------
9. Executive Number of Customer ***% ***% o Measure of amount of Monthly Report Dell will
Escalations customer Experience escalations reaching report to
escalations REC as a percentage provider
of total call volume
at LOB
------------------------------------------------------------------------------------------------------------------------------------
10. Percent Survey score of Customer Established Established o Survey of end Weekly Report Dell will
Satisfied end customers Experience by LOB by by LOB by customer report to
Qtr Qtr satisfaction by provider
Technician
------------------------------------------------------------------------------------------------------------------------------------
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SCHEDULE A1
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--------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
11. Abandon Calls dropped Effectiveness ***% *** ***% *** o # of Calls dropped Daily Report Dell
Rate after reaching after reaching the Relationship
the queue queue divided by Outsource
total number of Manager
Calls offered to the
queue minus short
Calls (short Calls
abandon with less
than 15 seconds of
wait time)
------------------------------------------------------------------------------------------------------------------------------------
12. *** % successful Effectiveness ***% *** ***% *** o # of successful Daily Report Dell will
intervals over intervals divided by report to
the number of total number of Provider
total intervals intervals for a 24
worked. hour period. A
successful interval
is defined as any
interval where 100%
of calls consistent
with the DOW
forecast, or 100% of
calls less than the
DOW forecast are
handled by the
Provider.
------------------------------------------------------------------------------------------------------------------------------------
13. Service Percentage of Effectiveness 1. ***% *** 1. ***% *** o 1. % of calls Daily Report Dell
Level calls answered 2. ***% *** 2. ***% *** answered within 2 Relationship
within 2 minutes out of calls Outsource
Minutes offered Manager
o 2. % of calls
answered within 10
minutes out of calls
offered
------------------------------------------------------------------------------------------------------------------------------------
14. Resource Plan for Staffing ***% ***% o 100% of needs over 3 Monthly Report Dell
Allocation planned FTEs adequacy month period of *** Relationship
Plan and seat Outsource
capacity Manager
------------------------------------------------------------------------------------------------------------------------------------
15. Average Average time to Timeliness *** *** o Average wait time of Daily Report Dell
Speed of answer all all calls offered to Relationship
Answer calls handled queue calls Outsource
(ASA) to the queue expressed in Manager
minutes.
------------------------------------------------------------------------------------------------------------------------------------
16. On-Time Accurate Timeliness ***% ***% o Accurate reports N/A N/A N/A
Reports reports received on time.
delivered to
Dell when they
are due
------------------------------------------------------------------------------------------------------------------------------------
17. Training Update on new Training *** days *** days o Preliminary test Monthly Report Dell
hire and new adequacy scores of ***% Relationship
product training Outsource
o *** Manager
o *** after training
------------------------------------------------------------------------------------------------------------------------------------
18. Average Handle Time in Volume *** *** o # Of minutes/seconds Daily Report Dell
Handle minutes/seconds divided by # of Relationship
Time total handled Calls. Outsource
Manager
o Begin measure when
the Call is answered
by a live agent.
o Handle Time --
Includes talk, hold,
and wrap time. Does
not include queue
time.
------------------------------------------------------------------------------------------------------------------------------------
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SCHEDULE A1
Statement of Work - ACS Management Technical Support Services
--------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
19. Logging % of inbound Volume ***% [TBD FOR o Number of inbound Monthly Report Dell will
Percentage and repeat AMPR OR OPS call logs divided by report to
inbound Calls LOCK] number of inbound Provider
logged vs. of and repeat calls
inbound and handled.
repeat inbound
Calls answered o Dell will count
Calls answered using
ACD and Calls logged
using Dells call
tracking system*.
o By definition,
Logging Percentage
shall not exceed
100%.
*Tracking system to
include both Dellserv
logs (w/ case numbers)
and DPS logs (does not
generate case
numbers)?
------------------------------------------------------------------------------------------------------------------------------------
20. Number of # of Calls Volume ***% Calls ***% o # of Calls offered Daily Report Dell
Calls offered and of the *** to the switch Relationship
Offered / answered Outsource
Answered o # of Calls answered Manager
by a live agent
------------------------------------------------------------------------------------------------------------------------------------
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SCHEDULE A1
Statement of Work - ACS Management Technical Support Services
--------------------------------------------------------------------------------
ATTACHMENT 3
*** REQUIREMENTS
*** Requirements for *** to be *** - in a ***.
----------------------------------------------
If Dell *** will be ***, then the following requirements must be met:
o *** of *** to and from *** must be ***, i.e. ***.
o For the ***
o For *** of ***
o All Dell *** will be *** in ***
o *** to the *** will be *** and *** that *** or *** Dell's ***.
o *** will not be *** for *** or ***
o *** at ***
o *** of ***
o User *** to *** their ***
o *** every *** days
o *** of at least *** (*** from *** the ***)
o *** to the *** can only be *** from *** (this is *** the ***)
o *** of the ***to Dell
o *** must be *** that *** with *** which *** without Dell ***.
o Provider's *** can not be *** from *** than *** and ***.
o Provider *** with *** will have a ***.
o All *** that will be *** to *** with *** will ***. (*** and/or ***)
o Provider's *** is *** to *** by ***. (a *** will be ***)
o There will be *** of the ***, if *** are *** to be the*** as *** etc. The
*** will be *** is *** by *** and *** to *** within ***. (***)
o There *** at *** of *** to *** of *** from ***.
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SCHEDULE A1
Statement of Work - ACS Management Technical Support Services
--------------------------------------------------------------------------------
ATTACHMENT 4
I/T REQUIREMENTS FOR CALL CENTER OUTSOURCE PROVIDERS
Unless otherwise approved in writing by Dell, Provider shall ensure that the
following Dell I/T requirements are met prior to site activation:
Data Connectivity:
o No *** are *** to ***.
o *** must have *** to ***. These *** must have***, etc. to *** our ***.
o *** must *** of *** from *** to ***: *** for ***. This *** will ***% ***
for *** and *** upon ***.
o *** must ***. Dell ***.
o *** must ***, and ***, an ***, ***, etc. Included in this must be ***.
o *** and *** over *.
o *** not exceed ***.
o ***. (*** is for *** to ***).
o Dell will *** it *** for the *** to *** in the *** (in one of the ***).
o Dell *** and *** and *** of ***.
o Provider must *** are *** to ***. There will be *** for *** and *** for
***, Dell *** Dell ***. Dell *** will *** a ***. *** the Dell *** will be
*** the ***. All other *** will be *** to ***. Provider must ***. Dell
will *** of *** prior to *** the ***.
Call Center Equipment:
o *** must *** from *** only.
o Dell prefers that the physical ACD host equipment is located in the U.S.
(does not apply to phones).
o Dell will provide hardware and software for ICM Peripheral Gateways;
outsource Provider will collocate these servers with their ACD and provide
public IP addresses.
o All *** must be *** on *** at *** (these vary by switch type).
o *** does not *** with *** with *** and ***. *** must *** of *** and *** in
the ***.
o *** must *** etc. for *** (*** etc., e.g.).
o *** than one *** (no *** etc.). For example, you can not *** to an *** in
*** and *** that *** and another in ***. An example of an acceptable
infrastructure would be for a *** that *** on a ***.
o All upgrades to the ACD, CMS, and any switch related peripherals like
MAP-D/CVLAN, should be approved by and scheduled/coordinated with Dell as
these could impact the outsourcer's ability to perform business on Dell's
behalf. An *** that *** an *** to *** on ***.
o If calls sent vs. received exceed ***% in *** and *** be *** by a ***, a
*** $0*** be *** by *** said *** be *** to a *** with *** or *** as ***
by ***.
o Outsource Provider must purchase and maintain DS3 multiplexing equipment
where appropriate.
General:
o No *** of calls.
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SCHEDULE A1
Statement of Work - ACS Management Technical Support Services
--------------------------------------------------------------------------------
o All *** of *** from ***. *** to *** up to a $*** to *** upon ***. If ***
than *** after the ***, the *** $*** due to ***.
o If applicable due to a DS3 or larger circuit lease, outsource Provider must
provide Dell with accurate Carrier Facility Assignments (CFA) within 5
business days of Dell's request. *** caused by *** to meet *** will *** a
$*** per *** until *** are *** up or *** by all *** but ***.
o Outsource Provider must provide dedicated voice and data engineering
contacts and maintain an escalation list up to CEO level.
o Outsource Provider must notify Dell I/T Operations of any major I/T changes
that could impact their ability to service Dell's customers at least 5
business days before the proposed change date. All changes require Dell
written approval prior to implementation. Dell will not reasonably withhold
any approvals, but reserves the right to reschedule the proposed changes.
o Outsource Provider's I/T staff will make virus and patch policies available
to Dell I/T staff. Dell will provide gap analysis if they are not deemed
acceptable.
o Outsource Provider will grant access the physical location for site audits
of infrastructure, or for maintenance of Dell-owned equipment.
o Outsource partner's data network will have no single point of failure in
terms of network hardware. For partners doing business with Dell
internationally, all data networks shall have diverse and redundant paths
between Outsource Partner US Collocation facility and far-end contact
center. *** that *** in *** (from *** to *** this ***) will *** in a ***
$*** for each ***.
Data Center Facility Requirements:
o The electrical primary service shall be obtained from the local Utility
Company. Electrical primary service shall consist of electrical primary
service from two substations (service from different transformers in the
same substation may be acceptable) if available in the campus electrical
service. Service to the site is preferred to be underground. The
utilization of an automatic transfer switch set at 4 seconds shall be
utilized to automatically transfer electrical primary services. The
transfer switch shall serve pad-mounted switchgear that shall serve an
underground loop feed service to switches serving service transformers.
Underground electrical service from the pad-mounted switches to the service
transformer shall be radial and shall not be more than twenty feet in
length. The electrical service transformer shall be pad mounted. Future
electrical loads shall be taken into consideration.
o UPS will be required for the data center and shall be supplied from a
solid-state static UPS system. The UPS will be located in a temperature
controlled room separate from the data center raised floor area. Provide
50% spare capacity for the UPS. Input voltage shall be 480/277 volts 3phase
and ground with an output voltage of 480/277 volts 3 phase and ground. The
UPS output shall be rated at .9 power factor. The UPS shall have integral
maintenance bypass switchgear. The battery system shall utilize C&D 1000
series sealed batteries. The battery strings shall have a (15) minute
rating. The battery strings shall be rack mounted and be located adjacent
to the UPS on the raised floor area. The UPS will require a connection to
the Site Scan System. The UPS shall be complete with all controls,
switchgear, UPS, batteries racks and any additional items as required,
Provisions shall be made for UPS equipment based on the programmed
expansion.
o Grounding shall be in accordance with NEC article 250-81 (or local
equivalent). The grounding electrode system resistance shall not exceed 5
ohms. The data center shall have a bare grounding conductor installed below
grade around the perimeter of the data center. The bare grounding conductor
shall be bonded to the structural columns, pier reinforcement steel, and
foundation reinforcement steel for structural items located within and
around the data center. The bare grounding conductor shall be bonded to the
building grounding electrode system.
o Data center should be an isolated, secure room with controlled access. It
should not be located near any water hazards (restroom, water pipe, etc).
Drains should drain away from data center. A pre-action dry pipe fire
protection system should be installed.
o Multiple cable entrances should be available to the building.
CONFIDENTIAL & PROPRIETARY
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SCHEDULE A1
Statement of Work - ACS Management Technical Support Services
--------------------------------------------------------------------------------
ATTACHMENT 5
Export Compliance Requirements
Export/Import Compliance
1. Provider acknowledges that the shipped goods licensed or sold under this
agreement, and the transaction contemplated by this agreement, which may
include technology and software, are subject to the customs and export
control laws and regulations of the United States ("U.S.") and may also be
subject to the customs and export laws and regulations of the country in
which the products are manufactured and/or received. Provider agrees to
abide by those laws and regulations. Further, under U.S. law, the goods
shipped pursuant to this agreement may not be sold, leased or otherwise
transferred to restricted end-users or to restricted countries. In
addition, the shipped goods may not be sold, leased or otherwise
transferred to, or utilized by an end-user engaged in activities related to
weapons of mass destruction, including without limitation, activities
related to the design, development, production or use of nuclear weapons,
materials, or facilities, missiles or the support of missile projects, and
chemical or biological weapons. Provider agrees not to provide any written
regulatory certifications or notifications on behalf of Dell without first
seeking prior written approval from Dell.
2. Provider further acknowledges that under U.S. export control laws and
regulations, technology is specific information necessary for the
development, production, or use of a product and that an export of
technology or source code (except encryption source code) may be deemed to
take place when it is released to any foreign national, with certain
exceptions, wherever located. Technology may be released for export in
various situations, including without limitation, when it is made available
to foreign nationals for visual inspection, when exchanged orally, or when
made available by practice or application under the guidance of persons
with knowledge of the technology. If a license or prior authorization is
required under U.S. export control laws and regulations for any such
transfer, Provider agrees that it shall be Provider's responsibility to
apply for any such license or prior authorization.
CONFIDENTIAL & PROPRIETARY
Page 21 of 21
Addendum 1 "Wireless and Dispatch Support" to
Schedule A1 - ACS Management Technical Support Services
This Addendum 1 is made to the Schedule A1 ("Schedule") between eTelecare
International ("Provider') and Dell Products L.P. ("Dell") with an effective
date of October 1, 2005. The following modified and added terms and conditions
are made a part of the Agreement effective May 1, 2006.
Wireless & Dispatch Support:
Dell and Provider agree to implement a queue to support Dell's wireless
customers ("Wireless Queue). Dell and provider further agree to implement a
queue to support Dell's dispatch process ("Dispatch Queue"). Except to the
extent modified by this Addendum 1, Provider shall provide the Support Services
to Dell pursuant to the terms and conditions set forth in Schedule. The
following modifications are made to the terms of the Schedule only with regards
to the Wireless Queue and Dispatch Queue. These terms shall not apply to another
other service provided under the Schedule, amendments to the Schedule or other
addendums to the Schedule.
1. For the Dispatch Queue only, the requirements of, Section 7)b. are modified
such that Provider may *** a *** including *** for *** of no ***.
2. Provider shall *** required to *** for *** as required in Section 7)c.
3. For the Wireless Queue and Dispatch Queue, the following sections of the
Schedule relating to fees for services and limits on fees shall not apply:
***. Therefore, fees for these services are calculated as:
i) Total number of inbound calls handled times inbound AHT times the base
per-minute rate.
ii) Fees for outbound calls are calculated as: Total number of outbound
minutes handled times the base per-minute rate.
iii) The per-minute rates for calls are:
---------------------------------
Agent *** Rate
---------------------------------
ACS Dispatch Status L1 $***
---------------------------------
ACS Wireless L1 $***
---------------------------------
4. Attachment 1 to the Schedule, "*** Grid" which provides for *** and ***
shall not apply to the ***.
All other terms and conditions of the Schedule shall remain the same.
Agreed and Accepted: Agreed and Accepted:
eTelecare International Dell products L.P.
By: /s/ X. Xxxxxxxx X. Xxxxxxxxx By: /s/ Xxxxx X. Xxxxxxx
--------------------------------- ------------------------------------
Name: Xxxxxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxx
------------------------------- ----------------------------------
Title: VP - PHIL. OPERATIONS Title: VP Dell
------------------------------ ---------------------------------
Date: July 10, 2006 Date: 6/1/06
------------------------------- ----------------------------------
DOC. NO. 11
___________
PAGE NO. 04 [Notary stamp]
___________
BOOK NO. LXV
___________
SERIES OF [Illegible]
___________
***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
Amendment 1 "HSB Support" to
Schedule A1 - ACS Management Technical Support Services
This Amendment 1 is made to the Schedule A1 between eTelecare International
("Provider") and Dell Products L.P. ("Dell") with an effective date of October
1, 2005. The following modified and added terms and conditions are made a part
of the Agreement effective May 1, 2006.
1) Home and Small Business Level 2 Support - Dell and Provider agree as
---------------------------------------
follows to implement the Home and Small Business ("HSB") level 2 support
queue:
a) Xxxxxxx 0, Xxxx & Xxxxxxxxxxx is amended as follows:
i) Paragraphs 1 and 2 are deleted and replaced with the following.
"The initial term of this Schedule shall be two (2) years
beginning on the Effective Date of Amendment 1 to the Schedule.
This Schedule will automatically renew for additional ninety (90)
day periods unless (a) one party informs the other of its intent
to let the Schedule expire ninety (90) days before the end of the
then-current term.
If, during any given invoice period, (1) Provider fails to meet
Dell's quarterly customer experience ("CSAT") requirements for
the L2 Queue as defined in the table below, or (2) Provider's
AMPR is more than 10% higher than the enterprise average for like
lines of business/consumer set/business process, (hereinafter
referred to as a "Deficiency" or "Deficiencies"), Dell may,
within 30 days of the date of the invoice for the invoice period
in question, provide written notice to Provider to cure such
Deficiency within ninety (90) days of the date of the notice by
(1) meeting the monthly CSAT goal and/or AMPR cap for one full
month during such 90 day period, and (2) achieving an AMPR
performance of no worse than 10% higher than the AMPR lock. If
Dell provides such notice to cure and if Provider fails to cure
in the manner and within the time provided herein, Dell may
terminate the L2 Queue. In the event Dell exercises its right to
terminate the L2 Queue in accordance with this paragraph, Dell
shall provide written notice of its intent to so terminate, upon
which the L2 Queue shall ramp down in equal increments over a six
(6) month period commencing on the date of Dell's notice of its
intent to terminate.
To the extent there are any conflicts between the Agreement and
this Schedule with regards to termination of the L2 Queue, this
Schedule shall apply.
-------------------------------------------------------------------------------
Quarter FY07Q2 FY07Q3 FY07Q4 FY08Q1 FY08Q2 FY08Q3 FY08Q4 FY09Q1
-------------------------------------------------------------------------------
CSAT 59% 69% 79% XXX XXX XXX XXX TBD
-------------------------------------------------------------------------------
On or before one month prior to the beginning of each fiscal
year, Dell will provide Provider quarterly CSAT goals for that
fiscal year."
b) Section 1, Definitions and Section 8 Operational Lock are amended as
follows:
i) Paragraph 1( c ) AMPR and 8( c) Average Minutes Per Resolution
are deleted and replaced with the following:
"c) AMPR: Average Minutes Per Resolution: The time required for
----
Provider to resolve a customer's issue will be measured as the
Average Minutes Per Resolution
CONFIDENTIAL & PROPRIETARY
Amendment 1 "HSB Support" to
Schedule A1 - ACS Management Technical Support Services
("AMPR"). AMPR will be measured using the following method: the
sum of total inbound and outbound handle time minutes divided by
the total number of resolutions achieved. All statistics are by
line of business, customer set and like business process set,
e.g. Dimension Consumer with handle in place initiative (POD")."
ii) The definition y) Resolution: is deleted and replaced with the
following:
"x) Resolution: An inbound customer case log on a service tag
that does not have a subsequent inbound or outbound case logged
on the same service tag in the next seven (7) days is defined as
having achieved Resolution. In addition, in the case that an
outbound case is logged and seven (7) days pass without a
subsequent inbound or outbound log on that same service tag, the
outbound case log will be reported as having achieved resolution
for the last inbound case log prior to the outbound log."
c) Section 3, Scope of Services, is amended as follows; the first
paragraph is deleted and replaced with the following:
"Provider will provide support to Dell's customers in its Home
and Small Business ("HSB") division in the form of a *** for ***,
to include *** and *** in its Philippines and North America
locations. All Provider agents in the North America location for
the *** will be *** and ***. In the Philippines location, not
less that *** will be ***.
d) Section 4.e, Staffing, is amended as follows; at the end of the
paragraph the following is added:
"For the L2 queue Dell shall provide a six (6) month weekly ***
for volumes corresponding to the agent ramp below, provided that
Provider maintains adequate staffing to handle the ***. Once
fully ramped, the weekly forecast through the *** will not vary
by more than *** or *** from the ***. No less than seven days
prior to the beginning of each calendar month, Dell, as a matter
of course, will provide a rolling six (6) month weekly *** and a
rolling twelve month non-binding *** for the purposes of
long-term planning for each L2 queue by LOB which shows the
portion anticipated to be allocated to the Provider in subsequent
locks.
If Provider is unable to staff to meet the minimum guarantee in
any given month (e.g., the ramp up period), Dell will be invoiced
only for the minutes actually handled.
Provider agrees to make commercially reasonable efforts to
provide agents to achieve the ramp in the table below. Provider
agrees to make commercially reasonable efforts to accelerate that
portion of the ramp to be located in North
CONFIDENTIAL & PROPRIETARY
***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
Amendment 1 "HSB Support" to
Schedule A1 - ACS Management Technical Support Services
America. Headcount numbers below are directional indicators as to
forecasted calls handled; the process referenced in item d) above
will be used.
-------------------------------------------------------------------------
May '06 June '06 July '06 August '06 September '06 October '06
-------------------------------------------------------------------------
*** *** *** *** *** ***
-------------------------------------------------------------------------
e) Section 7, Floor Support (Ownership) is modified as follows; a sixth
item (f) is appended to the list of ***:
"f. Provider will *** that its *** for *** such that *** to each
*** of no ***. Provider will staff the necessary escalation
specialist, L3 and other support personnel in order to achieve
Dell's goals for Resolve in 2."
f) Section 9, Rates,; Fees, and invoicing, is amended as follows:
i) Item d) Base Rate listed by Invoiced Volume Grid, is deleted and
replaced with the following:
"d)
---------------------------------
Agent *** Rate
---------------------------------
ACS X0 - Xxxxxxxxxxx x***
---------------------------------
XXX X0 - Xxxxxxxxxxx $***
---------------------------------
ACS L2 - United States $***
---------------------------------
Dell may request, in writing and in advance, that Provider agents
participate in special activities such as test queues, pilots, or
other Dell support activities. In the event that such activities
are requested and supported, Provider shall *** at the *** of ***
the *** above provided that *** and *** in *** on the *** of ***
that will be *** in the *** of ***. *** or *** by *** from ***
that *** the ***. Provider will provide electronic time tracking
and back-up materials in its invoice to support the hours
reported. *** that are *** under *** may not *** as ***, such ***
to ***, and *** from ***. *** will apply towards any *** may ***,
at the rate of *** per ***."
ii) Item f)(i) is deleted and replaced with the following
"f) Pricing will be invoiced as a price ***:
Fees for inbound calls are calculated as: *** of ***
the *** of the *** or the *** the ***. In addition, if
Provider's *** is more than *** over the ***, Provider may
*** for the *** of *** the ***.
CONFIDENTIAL & PROPRIETARY
***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
Amendment 1 "HSB Support" to
Schedule A1 - ACS Management Technical Support Services
Formula:
***
Example (in minutes):
----------------------------------------------------------------
Actual AMPR AMPR Cap Minutes Over (Cap + ***%) Billable***
----------------------------------------------------------------
*** *** *** ***
----------------------------------------------------------------
*** *** *** ***
----------------------------------------------------------------
*** *** *** ***
----------------------------------------------------------------
*** *** *** ***
----------------------------------------------------------------
iii) Item g) Ramp Relief is amended as follows: "For new North America
L2 sites only, Dell will waive the AMPR cap for the first 90
days."
iv) Item i) Training is amended as follows. The first sentence is
deleted and replaced with. "Provider may charge Dell at an *** of
*** the *** for *** of ***. Dell will be charged an ***of *** the
*** for *** on *** and *** with *** to *** in ***. Provider is
responsible for all *** with *** and ***."
v) The following paragraph shall be inserted in Section 9 as Item
m):
"Provider shall use commercially reasonably efforts to allocate
its invoices to various business units or divisions within Dell,
in the manner which Dell may, from time to time, direct, and
issue invoices to such business units or divisions separately,
provided that such allocation and separate invoicing is feasible
and not cost prohibitive to Provider."
2) All other terms and conditions of the Agreement shall remain the same.
Agreed and Accepted: Agreed and Accepted:
etelecare International Dell products L.P.
By: /s/ X. Xxxxxxxx X. Xxxxxxxxx By: /s/ Xxxxx X. Xxxxxxx
--------------------------------- ------------------------------------
Name: Name: Xxxxx X. Xxxxxxx
------------------------------- ----------------------------------
Title: Title: VP
------------------------------ ---------------------------------
Date: Date: 6/1/06
------------------------------- ----------------------------------
DOC. NO. 266
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PAGE NO. 55
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BOOK NO. [Illegible] [Notary stamp]
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SERIES OF [Illegible]
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CONFIDENTIAL & PROPRIETARY
***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
