EXHIBIT 10.41
CALL CENTER SERVICES AGREEMENT
BETWEEN UNITED PARCEL SERVICE OASIS SUPPLY CORPORATION
AND RMH TELESERVICES INC.
This Agreement ("Agreement") is entered into as of July 15, 2001
("Effective Date") by and between United Parcel Service OASIS Supply
Corporation ("UPS") and RMH Teleservices, Inc. ("RMH")(referred together
herein, as the "Parties" or separately, as a "Party").
RECITALS
WHEREAS, UPS is a company that offers its customers a parcel delivery
service;
WHEREAS, RMH is in the business of providing various customer service
support services;
WHEREAS, UPS desires to retain RMH to perform independent contractor
services for customer service support and customer service call center
functions and RMH agrees to provide such services to UPS according to the
terms of this Agreement;
NOW, THEREFORE, in consideration of the mutual provisions contained herein
and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, UPS and RMH hereby agree as follows:
DEFINITIONS. Defined terms shall have the meanings set forth in Schedule A
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(Definitions). Defined terms not appearing in Schedule A shall have the
meaning set forth elsewhere in the Agreement.
1. SERVICE.
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1.1. Services Description. The call center services to be provided by RMH
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under the terms of this Agreement shall consist of (i) handling and
resolving inbound UPS-related customer service inquiries, and related
services to UPS Customers ("Customer Service Call(s)" or "Call(s)")
whose calls are received and routed via the UPS network platform to a
customer service call center and (ii) any other services as mutually
agreed upon by the Parties. These functions will collectively be
referred to as the "Services". The Services shall be offered in
English and Spanish with other languages to be added.
1.2. Performance Standards. The Services provided by RMH shall be in
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accordance with UPS's Policies and Procedures and the performance
standards established on Schedule B. RMH agrees to comply with all
Policies and Procedures received by it. RMH acknowledges receipt of
Policies and Procedures by delivery to the appropriate RMH Authorized
Individual. Policies and Procedures and performance standards shall
be modified by UPS from time to time at UPS's reasonable discretion
and upon notice to RMH. All modifications will be consistent with the
Policies and Procedures and performance standards utilized by UPS for
its Internal Centers.
1.3. Changes to Services. UPS may request RMH to change the Services being
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performed by RMH under this Agreement through a written change
request ("Change Request"). RMH shall endeavor in good faith to
advise UPS as to the most cost-effective and efficient means of
implementing such Change Request. Upon UPS's approval of the costs
and ramp-up schedule associated with the Change Request(s), RMH shall
implement the Change Request(s) and UPS shall pay the appropriate
charges, if any, in accordance with the Change Request agreement(s)
of the Parties, as confirmed in a written amendment to this
Agreement.
2. RMH'S OBLIGATIONS.
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2.1. Implementation Date. RMH agrees to have all necessary preparation
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measures completed on or before July 15, 2001 or a later date if
agreed upon by the Parties (the "Implementation Date"), including,
but not limited to, staffing and training, necessary to implement the
Services.
2.2. Staffing. RMH shall provide all live support necessary to perform the
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Services at the Handle Minute Forecast and Work Hour Forecast. Upon UPS's
thirty day (30) notice to RMH, RMH's customer service support will operate
twenty four (24) hours a day, three hundred and sixty-five (365) days a
year. RMH shall be solely responsible for hiring, managing, and
compensating all CSRs, Supervisors, HR/Recruiters, Center Management and
Administrative Personnel necessary to perform the Services. Additionally,
RMH will be responsible for performing a background check prior to making
a job offer to anyone applying with RMH to perform Services for UPS. UPS
reserves the right to audit the selection process. RMH shall determine,
and be solely responsible for meeting the appropriate level of CSRs
necessary to provide the Services at the Work Hour Forecast as determined
in accordance with Paragraph 3.2 and in accordance with the performance
standards and Policies and Procedures.
2.3. Monitoring. Without prior notice to RMH, UPS shall have the right to
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monitor and record on-site at the Centers and to monitor and record
remotely outside the Centers, to the extent permitted by law and at UPS's
discretion, RMH's CSRs handling Calls and performing Services for UPS. UPS
shall share the results of its monitoring upon request by RMH. RMH agrees
that it will secure from all employees serving as CSRs under this
Agreement written consent (in the form attached hereto as Exhibit A) to be
monitored by RMH and UPS
2.4. Facilities. RMH shall support the Services at UPS's San Antonio, TX call
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center facility. RMH shall support additional UPS call volume at mutually
approved RMH call center locations (the UPS San Antonio facility and such
other mutually approved locations are hereinafter referred to as the
"Centers"). RMH shall be responsible for all costs associated with any
decision RMH initiates to open a new call center or consolidate or
relocate any RMH Center with the exception that UPS will be responsible
for providing equipment and/or software or as set forth herein. UPS must
approve any new, consolidated or relocated RMH Center in advance. UPS may,
at its sole discretion, shut down any Center facility operated by RMH upon
ninety (90) days written notice.
2.5. Equipment. RMH shall operate UPS Equipment, UPS Software or UPS
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Proprietary Software, only as directed by UPS. RMH shall not upgrade,
modify or otherwise alter UPS Equipment, UPS Software or UPS Proprietary
Software unless and until UPS gives RMH such direction. RMH shall utilize
UPS Equipment, UPS Software and UPS Proprietary Software only for the
performance of Services for UPS. RMH agrees to make UPS whole for loss or
damage to UPS Equipment, UPS Software or UPS Proprietary Software provided
by UPS for use in the Centers, to the extent such loss or damage results
from negligence or a failure to act or willful misconduct of an RMH
employee.
Except as provided herein to be provided by RMH, UPS shall be solely
responsible for and shall bear all costs and expenses with regard to
computer hardware and software; equipment, including, but not limited to,
telecommunications equipment, hardware and software; furniture; fixtures
and supplies required in the efficient performance of the Services. UPS is
also responsible for supplying and maintaining all other equipment
required for use in the operation of the Centers as hereinafter defined,
including, but not limited to stationary supplies, printing supplies,
office supplies, janitorial supplies, facilities supplies and other types
of equipment. RMH will supply RMH letterhead, photocopier paper, and all
other office supplies for their internal use.
In addition, RMH shall be responsible for contracting for food services.
Except to the extent of UPS' obligations hereunder, RMH will be
responsible for safe-guarding the work area, providing card controlled
access, (the cost of which will be borne by UPS) providing a safe work
environment, investigating security breaches and taking all commercially
reasonable remedial steps. RMH will also be responsible to properly
safeguard all equipment and related materials. This is to include UPS
Proprietary Software, other UPS Confidential or Proprietary Information
and documents, and/or other related systems, phone/communications lines
which use or access thereof which could cause loss to UPS. In the instance
where equipment is owned by UPS, RMH will ensure all equipment is
inventoried and signed for by RMH's authorized representative upon
installation and acceptance. At anytime thereafter, RMH retains
responsibility and liability for any equipment that is removed, exchanged,
or modified, until such time that equipment is signed for by an authorized
UPS representative releasing RMH of responsibility. RMH is required to
maintain a current equipment inventory listing subject to UPS audit at any
time. RMH's liability will include, but not be limited to, the replacement
cost of any missing equipment or materials and/or loss due to misuse or
unauthorized access or use of any materials, equipment or systems. UPS
personnel at all times will comply with RMH's Rules at the Centers.
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RMH will be responsible for all repairs and maintenance of headsets
and amplifiers. UPS will provide 75 new headsets in October 1, 2001
and each year thereafter. Amplifiers will be replaced as needed by
UPS, not to exceed 50 new units per year.
3. UPS OBLIGATIONS.
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3.1. Operational Coordination. UPS will be responsible for all aspects of
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routing Customer Service Calls to Centers. For customer service, UPS
will provide to RMH schedules for staffing requirements by Work Hour,
with the staffing requirements to be modified as necessary by UPS.
3.2. Work Hour Forecast. UPS shall provide RMH with a monthly Work Hour
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Forecast for a rolling three-month period. UPS may revise the Work
Hour Forecast at any time prior to fifteen (15) days before the first
day of each month. The monthly Work Hour Forecast can increase by up
to ten percent (10%), or decrease by up to ten percent (10%), based
on the previous month's Work Hour Forecast, taking into account work
days and Seasonality.
3.3. Customer Communications. UPS shall provide RMH with UPS-approved
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scripts, UPS product information, and UPS-approved responses to
specific consumer requests or objections.
3.4. Training. RMH shall be responsible for two (2) weeks of initial
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classroom training and one week of ABay training for each new CSR
hired ("Initial Training"). UPS and RMH agree that changes in the
length of new hire training will impact the price and will be
negotiated as required.
3.4.1. Initial Training. Should UPS require the addition of FTEs over the
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mutually agreed upon baseline FTEs, the Parties will mutually
agree upon the amount of additional FTEs needed. The baseline FTEs
has been mutually agreed to be [REDACTED DUE TO REQUEST FOR
CONFIDENTIAL TREATMENT] FTEs as of the date of this Agreement. UPS
shall pay for Initial Training for CSRs at a rate of [REDACTED DUE
TO REQUEST FOR CONFIDENTIAL TREATMENT] per Initial Training Hour
for all new hires over the agreed to baseline full-time equivalent
("FTE") productive CSRs. Under no circumstances shall UPS be
responsible for training expenses attributable to Attrition.
3.4.2. Ongoing Training. RMH will provide training that consists of an
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average of [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT]
hours per month per FTE CSR during a twelve(12) month period. In
the event UPS requires ongoing customer service training to exceed
[REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT] hours per FTE
CSR in any given calendar month, UPS shall compensate RMH as set
forth in Schedule C, per system hour "Base Rate" Training Hour for
each Training Hour exceeding the [REDACTED DUE TO REQUEST FOR
CONFIDENTIAL TREATMENT] hours per calendar month per FTE CSR.
3.5. Equipment and Software.
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3.5.1. Technology for the Centers. UPS shall provide all computer
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hardware and telecommunications equipment ("UPS Equipment"), and
computer and telecommunications software ("UPS Software"), as is
provided herein. Except as otherwise may be provided herein, UPS
shall be solely responsible for and shall bear all costs and
expenses with regard to the ownership, leasing and maintenance of
such hardware, software and equipment including, but not limited
to upgrades, enhancements and add-ons thereto. UPS shall provide
RMH with access to UPS' systems applicable to the UPS programs
being supported by RMH hereunder.
3.5.2. Workforce Management and other Software. RMH shall utilize the
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applications systems currently utilized at the Centers and
provided by UPS as of the effective date of this Agreement, and
shall, in conjunction and cooperation with UPS, work to ensure a
continuing smooth interface between the Center and UPS' other
operations. The Parties acknowledge and agree that UPS currently
utilizes TCS as its workforce management software and is
responsible for the licensing and maintenance of such software for
its use. In the event that UPS elects to change its internal
workforce management software from TCS or employs other technology
that will require an upgrade or additional hardware or software,
programming, implementation or training in the Centers, UPS will
provide such upgrade, additional hardware or software,
programming, implementation and training to the Centers at its
expense.
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3.5.3 Third Party Software. RMH will obtain UPS' approval prior to
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implementing any third party software, and related
documentation, database management systems, data and technical
information, in the performance of the Services which RMH will
not be able to license to UPS or its designee upon termination
of this Agreement as contemplated herein, unless RMH will be
able to provide UPS with an alternative that will permit UPS
or its designee to continue to perform the applicable systems
and Services after termination of this Agreement without
degradation of performance levels or reduction in
functionality.
3.5.4 RMH Equipment. RMH will provide personnel computers and email
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access for their Center Management and Administrative
Personnel at the Center.
3.6. UPS Personnel.
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3.6.1 UPS Operations Team. UPS shall assign UPS technical support
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personnel at the UPS Center to work with RMH during the term
of this Agreement. UPS shall be responsible for the UPS
Operations Team and other UPS personnel, including oversight
of UPS's own quality assurance and monitoring efforts,
operation of UPS's Equipment, UPS's Proprietary Software and
UPS's Software and for costs associated with UPS's management
staff. UPS personnel when present in Centers shall observe
RMH's safety and security procedures.
3.7 Telecommunication. UPS shall provide at their own cost, all
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telecommunications facilities, including voice and data that are
needed to conduct the day to day business of the operation as
described. RMH will be responsible for the cost of any telecom
facilities that they require for their internal use. UPS will
provide, within reason, adequate floor or wall spaces for the
termination of these facilities. The design and installation of any
RMH voice or data circuit that interconnect to any portion of the
UPS voice or data network must be pre-approved by UPS.
4. PAYMENT PROVISIONS.
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4.1. Customer Service and Telemarketing Compensation. UPS shall
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compensate RMH as set forth in Schedule C.
4.2. Weekly Invoices. UPS and RMH agree that invoices for Services will
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be handled in the following manner:
1. RMH will invoice UPS on a [REDACTED DUE TO REQUEST FOR
CONFIDENTIAL TREATMENT] basis for Services rendered during the
preceding [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT]
no later than [REDACTED DUE TO REQUEST FOR CONFIDENTIAL
TREATMENT] to the UPS site manager. The invoices will include
the applicable Base Rate for RMH personnel for each billable
hour expended.
2. All payments are due within [REDACTED DUE TO REQUEST FOR
CONFIDENTIAL TREATMENT] days of receipt of the invoice. Upon
receipt of the [REDACTED DUE TO REQUEST FOR CONFIDENTIAL
TREATMENT] invoice, UPS will process any undisputed invoice
through electronic wire transfer to the RMH-designated bank.
3. If UPS management has any questions or concerns regarding the
accuracy of the invoice, every effort will be made to resolve
the issue(s) and make any adjustments warranted within twenty-
four (24) hours from the time the invoice was originally
presented to UPS.
4. If any items remain in dispute after twenty (24) hours, the
reason for the dispute will be documented by UPS in writing and
the undisputed amount will be processed for payment.
5. No subsequent [REDACTED DUE TO REQUEST FOR CONFIDENTIAL
TREATMENT] invoices will be delayed as a result of a dispute of
a prior [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT]
invoice.
6. RMH will make every effort to complete research on any disputed
amounts as expeditiously as possible, but no later than ten (10)
days after the written explanation of the dispute is received.
After any RMH research is complete, any adjustments to an
invoice will be made on the next subsequent week's invoice to be
presented to UPS.
7. The UPS Operations Team and RMH Center Management and
Administrative Personnel, or their designees, have the
responsibility to resolve all disputed amounts within fifteen
(15) days of receipt of the invoice. Any disputes remaining
after such fifteen (15) days will be escalated as provided
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4.3. Taxes. UPS shall be responsible for the payment of sales, use or
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other taxes now or hereafter imposed on the Services by Federal,
state or local governments where such tax is either expressly
specified as a liability of a user or the custom is that the user
pays such tax.
4.4. Pricing Changes. The Parties agree that should minimum wage
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requirements directly impacting the CSRs performing Services under
this Agreement increase more than twenty percent (20%) over minimum
wage as of the Implementation Date, the Parties will mutually agree
to modify RMH's customer service pricing structure set out in
Schedule C to cover that
4.4.1. Annual Review. Annually in August or September of each year, the
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parties will review the UPS requirements in this Agreement and,
if mutually agreed by the parties, such contractual items as may
be appropriate will be adjusted for future Services (to be
implemented on or after the commencement of the next calendar
year) to reflect changes in circumstances, including without
limitation adjustments in wages, key metrics, Base Rates and
other charges, CS center assessments, quality score cards
(content and scoring) and other metrics and elements that affect
the UPS Business Plan and the Services.
5. RELATIONSHIP OF THE PARTIES.
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5.1. Independent Contractor. The Parties' relationship to each other in
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the performance of this Agreement is that of independent contractor.
Nothing in this Agreement will place the Parties in the relationship
of partners, joint ventures, principal-agent, employer-employee, or
joint employer and neither Party will have any right to obligate or
bind the other in any manner whatsoever nor represent to third
parties that it has any right to enter into any binding obligation on
the other's behalf.
5.1.1. UPS agrees not to terminate, discipline, evaluate or in any
manner promise any employee, independent contractor, agent or
vendor of RMH any term or condition of employment at the San
Antonio, TX call center.
5.1.2. Both parties agree to comply with all employment laws, including
but not limited to Title VII, FLSA, WARN, and state fair
employment laws.
5.2. RMH Employees. RMH shall be responsible for all staffing and
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selection, hiring, firing, disciplinary procedures, and other
employee relations matters associated with personnel hired by RMH to
perform Services under this Agreement. RMH shall be responsible for
all wages, salaries, benefits, workers compensation, unemployment
compensation and other amounts due RMH employees, management staff
and any other personnel, as well as the withholding of taxes, FICA,
and FUTA. UPS shall not have any responsibility for any employee-
related tax items and shall be indemnified and held harmless by RMH
from any liability, cost or expenses, including any interest,
penalties and attorney's fees that may be assessed against or
incurred by UPS in connection with RMH's failure to make any such
payment. RMH is responsible for all taxes, licenses, permits and
other requirements that may be imposed by federal, state or local law
on its business.
5.2.1. UPS shall have the right to require that RMH employees or agents
who do not perform in accordance with the standards or UPS
requirements in the Agreement above and that employees or agents
who flagrantly or repeatedly violate such standards or UPS
requirements shall be removed immediately from all performance
under this agreement.
5.2.2. RMH will replace that employee with a person of suitable ability
and qualifications. Nothing in this provision shall be deemed to
give UPS the right to require RMH to terminate any RMH
employee's employment; it is intended to give UPS only the right
to request that RMH discontinue using an employee in the
performance of the Services.
5.3. Employee Indemnification. RMH agrees to indemnify UPS against, and
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hold it harmless from and against, any claim, action or suit brought
for the recovery of damages, losses or payments of any kind
whatsoever (including attorneys' fees) arising from, or related to,
RMH's failure to make employee-related tax or withholding payments,
or related to any matter arising from the employment or discharge
from employment of individuals.
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5.4. UPS Competitive Information Until the expiration or termination date
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of this Agreement, RMH will not engage in the performance of services
similar to the Services on behalf of any parcel delivery company that
is not, as of the execution hereof, a current client of RMH,
including but not limited to Federal Express, Xxxxx, Airborne, or
United States Postal Service, unless it can be demonstrated to UPS in
its reasonable judgment acting in good faith that there is no
reasonable probability that the UPS Confidential or Proprietary
Information can be used to benefit its competitors.
6. TERM AND TERMINATION.
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6.1. The initial term of this Agreement will commence upon the Effective
Date July 15, 2001 and will continue until July 31, 2004 unless
terminated earlier pursuant to the provisions of this Agreement.
Thereafter, this Agreement will be renewed for additional one year
terms unless one Party gives the other Party at least one hundred
eighty (180) days written notice of intention to terminate prior to
the end of the current term.
6.2. Termination for Cause. If either Party defaults in the performance of
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any material duty or obligation under this Agreement and does not
substantially cure such default within thirty (30) days after being
given written notice specifying the default, then the Party not in
default may immediately terminate the Agreement.
6.3. Bankruptcy. If either Party hereto becomes or is declared insolvent
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or bankrupt, is the subject of any proceedings relating to its
liquidation, insolvency or for the appointment of a receiver or
similar officer for it, makes an assignment for the benefit of all or
substantially all of its creditors, or enters into an agreement for
the composition, extension or readjustment of all or substantially
all of its obligations, then the other Party may, by giving written
notice of such default to such Party, terminate this Agreement as of
the date specified in such notice of termination.
6.4. Orderly Transition. Upon the termination or expiration of this
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Agreement for any reason, RMH and UPS agree to exercise their best
efforts to perform an orderly and efficient transition to a successor
provider of Services.
6.5. Termination for Convenience. Either Party may terminate this
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Agreement for convenience upon one hundred eighty (180) days written
notice to the other Party.
6.6. Should UPS terminate this Agreement pursuant to Section 6.5, UPS
shall continue to provide monthly call volumes to RMH with respect to
the Agreement during the one hundred and eighty (180) days period
following its notice at a level not less than the Work Hour Forecast
provided under Paragraph 3.2 and in a volume that will permit RMH to
comply with all applicable employment laws. UPS will be responsible
for any cost and expense incurred by RMH related to any violation of
applicable employment laws in connection with a Termination for
Convenience by UPS pursuant to Paragraph 6.5.
7. UPS PROPERTY/OWNERSHIP OF WORK.
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7.1. Property of UPS. Unless the Parties otherwise agree in writing, any
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property including, but not limited to, documentation, reports, data,
training materials or other proprietary information, furnished to RMH
by UPS is, and shall remain, the property of UPS.
7.2. UPS Proprietary Software. UPS will provide RMH access to UPS
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proprietary operating system software and applications software ("UPS
Proprietary Software") loaded on the equipment to provide Services,
and all associated documentation which UPS deems necessary to the
provision of Services and will periodically update the same.
Ownership of any such software and/or documentation (including, but
not limited to all modifications, derivatives, and/or enhancements
thereto) provided by UPS to RMH hereunder shall remain the property
of UPS (including but not limited to, any copyrights, trade secrets
or other intellectual property rights therein.)
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7.3 RMH License Grant. With respect to software specifically developed by
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RMH at its cost solely to provide the Services ("Services Software"),
RMH hereby grants UPS, for the term of this Agreement and any
renewals hereof, a non-transferable, royalty-free, non-exclusive
license to use such Services Software and associated documentation
only in conjunction with the Services provided by RMH under this
Agreement and for no other purposes whatsoever. In the event the
Parties agree to extend the Agreement, the term of the license for
the Services Software shall be extended accordingly.
7.4. Third Party Changes. Subject to the provisions of this Section, in
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the event UPS desires to make or to have a third party make software
changes to the RMH equipment, RMH LAN and/or RMH file server, RMH
agrees to allow UPS, under RMH's supervision, to install or to have
installed at the Centers all such software changes, provided such
changes do not invalidate any warranties on the RMH Equipment. UPS'
right to such changes is subject to RMH's consent. If approval of the
provider of RMH Equipment is required, RMH shall use reasonable
efforts to obtain approval and shall provide UPS with a written copy
of any approval or disapproval. UPS will be responsible for
maintaining any such software changes and RMH shall not be
responsible for any failure to meet its obligations under the
Agreement in the event that such failure is caused by the UPS-
initiated software changes. RMH shall have no legal obligations with
respect to the UPS-initiated changes except as set forth in this
Section, and, notwithstanding any limitations or exclusions of
liability under this Agreement, UPS shall indemnify, defend and hold
harmless RMH from and against all claims, damages, liabilities, costs
and expenses (including reasonable attorneys' fees) arising in any
way out of such UPS-initiated changes or the installations thereof.
UPS hereby grants RMH, or shall cause the third party to grant to
RMH, for the term of this Agreement and any renewals hereof, a non-
transferable, royalty-free, non-exclusive license to use such
software at its Centers only and only in conjunction with the
provision of Services. All such UPS-initiated software changes
(except those made to UPS Proprietary Software) shall be the
exclusive property of RMH or its licensors, and UPS hereby assigns,
and shall cause any third parties contemplated by this Section 8.4 to
assign, all right, title and interest in and to such software changes
to RMH or its licensors, as applicable.
7.5. UPS Modifications. If UPS develops software modifications or
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enhancements to either UPS or RMH Equipment, LAN and/or file servers,
UPS shall grant RMH a non-transferable, royalty-free, non-exclusive
license to use such software modifications or enhancements at its
Centers only and only in conjunction with the provision of Services.
7.6. Return of UPS Property. All copies of any software, databases or
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documentation owned exclusively by UPS, or containing UPS
Confidential or Proprietary Information, shall be returned to UPS
immediately upon the termination of this Agreement, it being
acknowledged that RMH may retain any software, databases or
documentation exclusively owned by RMH, or licensed to RMH by an
entity other than UPS, if all UPS Confidential or Proprietary
Information is removed from the applicable software, databases and/or
documentation.
8. AUDITS. RMH will permit UPS, at UPS's expense, to audit any of RMH's
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systems, documents, processes, data, or reports related to the performance
of this Agreement or payments due under this Agreement. Such audits shall be
held at a time and place during normal business hours. Any information
obtained by UPS pursuant to an audit shall be subject to UPS's obligation to
keep such information confidential as more fully set forth in Section 11
hereto.
9. WARRANTIES AND REPRESENTATIONS.
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9.1. Workmanlike Manner. RMH warrants to UPS that the Services shall be
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performed in a workmanlike manner and generally in accordance with
the specifications and descriptions of such Services as set forth in
this Agreement.
9.2. RMH Representations and Warranties. RMH warrants and represents that
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it is not currently bound by any other agreements, restrictions or
obligations, nor will RMH assume any such obligations or
restrictions, which do or would in any way interfere or be
inconsistent with the Services to be furnished by RMH to UPS. RMH
warrants and represents that the signatory to this Agreement is
authorized to enter into this Agreement with UPS in all respects.
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9.3. UPS Representations and Warranties. UPS warrants and represents that
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it is not currently bound by any other agreements, restrictions or
obligations, nor will UPS assume any such obligations or restrictions
which do or would in any way interfere or be inconsistent with UPS's
obligations to RMH under this Agreement. UPS warrants and represents
that the signatory to this Agreement is authorized to enter into this
Agreement with RMH in all respects. UPS warrants and represents that
the UPS Software and UPS Proprietary Software or other intangibles
provided by UPS to RMH to utilize in performing the Services will not
infringe upon the proprietary rights of any third party.
10. CONFIDENTIALITY/PROPRIETARY INFORMATION.
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10.1. Confidentiality Agreements. Prior to performing Services on behalf of
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UPS, RMH and each RMH employee assigned to perform work under this
Agreement shall read, understand, adhere to, and sign a
Confidentiality and Nondisclosure Agreement (NDA) in the form
reviewed and approved by UPS.
10.2. Agreement to Keep Information Confidential. The Parties agree that
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any and all confidential information and/or proprietary information
relating to past, present and future activities, products, services,
business plans, business practices designated as confidential, or
information that by its nature is presumed to be confidential
("Confidential Information") (including UPS Customer lists, UPS card
numbers, UPS Customer names, addresses and billing data, call detail
and/or financial information, information relating to UPS Customers
or UPS Customer account information, and/or databases, as well as
other material specifically designated by UPS in writing as
confidential or proprietary) ("UPS Confidential or Proprietary
Information")) furnished or disclosed in the course of this
Agreement, or disclosed during the effective period(s) of other
Nondisclosure Agreement(s) in effect between the Parties, shall be
and remain UPS or RMH property, as the case may be. During the term
of this Agreement and for two (2) years thereafter, both Parties
agree not to reveal, disclose, divulge, sell, license, exchange,
lease or in any other way transfer the other Party's Confidential
Information to any third party. Neither Party shall use the other
Party's Confidential Information for any purposes other than the
Services to be performed hereunder without prior express written
permission of the other Party and shall limit its copying of such
Confidential Information to such purposes and shall not disclose any
such Confidential Information to anyone except its personnel to whom
such disclosure is necessary to carry out the purposes of this
Agreement. All such personnel shall be appropriately notified that
any such disclosure to them is made in confidence and shall be held
in confidence. In the event any such Confidential Information must be
disclosed by a Party to a third person for the purpose of allowing
the Party to provide the Services hereunder, the Party shall, prior
to disclosure, obtain the other Party's written permission and if
permission is granted, shall obtain from the third person a written
agreement regarding the confidentiality and specific use of the
Confidential Information, the terms of which shall be substantially
identical to those contained herein. Either Party shall forward a
copy of such third person's nondisclosure agreement to the other
Party upon written request.
10.3. Non-Confidential Information. The provisions of Paragraph 10.2 above
----------------------------
shall not apply to information that was previously known to the other
Party, free of any obligation to keep it confidential as evidenced by
written records, or information that is or has been disclosed in the
public domain, through no fault of the other Party, by third persons
who are under no obligation of confidence to either UPS or RMH, or
information independently developed by the other Party or obtained by
a third party. Any combination of Confidential Information disclosed
from UPS to RMH or RMH to UPS, shall not be deemed to be within the
foregoing exceptions merely because individual portions of such
combinations are disclosed or separately known in the public domain
or known by the other Party. Either Party may disclose Confidential
Information if obligated by Court order or governmental process after
providing the other Party with prior notice that Confidential
Information is being sought by legal process.
10.4. Injunctive Relief. Both Parties acknowledge that the Confidential
-----------------
Information under this Agreement constitutes unique, valuable and
special trade secret and business information of the respective
Parties, and that disclosure of such Confidential Information may
cause irreparable injury to UPS or RMH as the case may be.
Accordingly, the Parties acknowledge and agree that the remedy at law
for any breach of the covenants contained in Paragraph 10.2 of this
Agreement may be inadequate, and in recognition, agree that the other
Party shall, in addition, be entitled to seek injunctive relief and
reasonable attorneys' fees and other court costs and expenses, in the
event of a breach or threatened breach of any of the provisions of
this Section 10 of this Agreement, which relief shall be in addition
to and not in derogation of any other remedies which may be available
to the other Party as a result of such breach.
8
10.5. Compliance with Law. Either Party may file copies of this Agreement
-------------------
with a court or public agency, to the extent necessary to comply with
applicable law or regulation, including, without limitation, to
comply with mandatory filing under the rules and regulations of the
Securities and Exchange Commission and to the extent necessary in
connection with review by lending institutions, subject to
appropriate confidentiality restrictions and subject to Section 15.
The filing Party shall promptly notify the other Party of such
requirement
11. INDEMNIFICATION/LIMITATION OF LIABILITY.
---------------------------------------
11.1. RMH Indemnity. Subject to the limitations set forth in Paragraph
-------------
11.3, RMH agrees to indemnify, defend and hold harmless UPS, its
parent company, subsidiaries, affiliates, employees, agents and
assigns from and against all claims, complaints, causes of action,
liabilities, judgments, losses, penalties, costs and expenses
(including reasonable attorneys' fees of outside counsel) brought by
third parties that arise out of or in connection with (i.) its breach
of or default of any covenant or provision of this Agreement, (ii.)
the acts, errors, representations, misrepresentations, or negligence
of RMH, or its officers, employees, affiliates, or agents, or (iii.)
violation by RMH of a third party's trade secrets, proprietary
information, trademarks, copyright or patent rights in connection
with the performance of the Services.
11.2. UPS Indemnity. Subject to the limitations set forth in Paragraph
-------------
11.3, UPS agrees to indemnify, defend and hold harmless RMH, its
parent company, subsidiaries, affiliates, employees, agents and
assigns from and against all claims, complaints, causes of action,
liabilities, judgments, losses, penalties, costs and expenses
(including reasonable attorneys' fees of outside counsel) brought by
third parties that arise out of or in connection with (i.) its breach
of or default of any covenant or provision of this Agreement, (ii.)
the acts, errors, representations, misrepresentations or negligence
of UPS or its officers, employees, affiliates or agents, (iii.) RMH's
compliance with any Policies or Procedures specifically established
by UPS, (iv.) UPS's failure to provide products or services to its
Customers or any defect or deficiency in any products or services
provided by UPS to its Customers, or (v.) violation by UPS of a third
party's trade secrets, proprietary information, trademarks, copyright
or patent rights in connection with the performance of its
obligations under this Agreement.
11.3. Limitations on Liability. Neither party shall be liable to the other
------------------------
for any indirect, incidental, consequential, exemplary, punitive or
special damages, arising out of or related to this Agreement
including, without limitation, damages for loss of business profits,
business interruption, loss of business information, and the like,
even if such party has been advised of the possibility of such
damages. This Paragraph 11.3 shall not apply to either party's (a)
ability to obtain injunctive or other equitable relief, (b)
confidentiality obligations under Section 10.
11.4. Limitations on Warranties. This Agreement contains the only
-------------------------
warranties, express or implied, made by either party. Any and all
other warranties, express or implied, are expressly excluded and
declined. Each party disclaims any implied warranties, promises and
conditions of merchantability, fitness for a particular purpose,
whether as to the services or any deliverables.
12. INSURANCE. RMH shall maintain during the term of this Agreement all
---------
insurance and/or bonds required by law and as set forth herein, including
but not limited to: (i.) Workmen's Compensation Insurance as prescribed by
the law of the state in which the Services are performed; (ii.) Employer's
Liability Insurance with limits of at least [REDACTED DUE TO REQUEST FOR
CONFIDENTIAL TREATMENT] for each occurrence; (iii.) Comprehensive General
Liability Insurance and, if the use of automobiles is required,
comprehensive automobile liability insurance for owned, hired and non-owned
automobiles, with limits of at least [REDACTED DUE TO REQUEST FOR
CONFIDENTIAL TREATMENT] combined single limit for bodily injury, death, and
property damage; (iv.) Professional Liability and Errors and Omissions
Insurance covering RMH and UPS against damages caused by RMH of at least
[REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT] per occurrence; and
(v.) Fidelity bond coverage, covering acts of employee dishonesty of at
least [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT] per incident;
(vi.) such other "umbrella" and "excess" policy coverage which RMH or its
parent corporation may have in effect from time to time to cover the actions
of RMH, its employees and agents. UPS is to be named additional insured for
the purposes of this Agreement as its interests may appear. RMH shall, prior
to the start of work, furnish certificates or adequate proof of the
foregoing insurance. Further, RMH will ensure that each such certificate
shall state that the insurance will not be canceled or modified unless UPS
is given thirty (30) days prior notice of such modification or cancellation.
9
13. INTELLECTUAL PROPERTY.
---------------------
13.1. No License. Except as expressly provided in this Agreement, nothing
----------
in this Agreement shall be deemed to grant a Party any license,
sublicense, copyright interest, proprietary right or other claim
against or interest in the other Party's copyrights, patents, or
other intellectual property.
13.2. Use by Employees. Neither Party will use, or permit their respective
----------------
employees, agents and subcontractors to use, the trademarks, service
marks, logos, trade names or other proprietary designations of the
other Party, or the other Party's affiliates, whether registered or
unregistered, except in performance of the Services and obligations
under this Agreement, and with such other Party's prior written
consent.
14. PUBLICITY AND USE OF RMH's AND/OR UPS's NAME. The Parties agree that they
--------------------------------------------
will not make, and they will prevent any of their subcontractors from
making, without the prior written consent of the other Party, any news
release or public announcements which would confirm or deny the existence or
the terms and conditions of all or any part of this Agreement or any
discussions or negotiations culminating herein, or the fact or nature of
their participation hereunder, or any phase of any Services provided or
activity conducted hereunder including, but not limited to, such information
as the location of Centers, number of CSRs, and related Center Management
and Administrative Personnel or any other information, whether or not
Confidential or Proprietary Information, which would relate to or reflect on
the nature or quality of the Services or obligations provided pursuant to
this Agreement. RMH represents that it will not make a public filing
mentioning this Agreement unless such filing is mandatory under the
Securities and Exchange Commission Rules and Regulations. In the event RMH
is required under Securities and Exchange Commission Rules and Regulations
to make a mandatory public filing which will mention UPS or this Agreement,
RMH shall immediately notify UPS and RMH shall seek confidential treatment
from the Securities and Exchange Commission for any attachment to such
mandatory filing. Violation of this Paragraph shall be considered a material
breach and cause for termination under Section 6.
15. FRAUD PROCEDURES. RMH shall use reasonable efforts to take the following
----------------
measures to help minimize fraud:
15.1. Destruction of Notes. Destroy all CSR notes used at the Centers
--------------------
periodically as directed by UPS;
15.2. Investigation. Give UPS reasonable and appropriate assistance in the
-------------
investigation of fraud by an RMH employee and RMH will bear the
investigation, restitution, and recovery costs involved in any proven
cases of fraud;
15.3. Paperless Environment. Make reasonable efforts to establish and
---------------------
implement a standard operating procedure for maintaining a paperless
environment absent exigent circumstances;
15.4. Control Recordation of Authorization Codes. Establish and implement a
------------------------------------------
standard operating procedure to control the recordation of customer
authorization codes in any media except as jointly agreed upon by UPS
and RMH to support the delivery of Services and absent exigent
circumstances; and
15.5. Periodic Reviews. Allow UPS to make periodic reviews of RMH's fraud
----------------
procedures, as such procedures relate to fraud control hereunder.
16. FORCE MAJEURE.
-------------
16.1. Force Majeure. Neither Party shall be liable for a failure or delay
-------------
in performance of its obligations hereunder by reason of any
circumstance which is caused by an act of God, or other factors
beyond its reasonable control, including labor disputes, where such
delay or failure could not have been prevented by reasonable
precautions and cannot reasonably be circumvented by the Party
through the use of alternate sources, work-around plans, or other
means. During a force majeure occurrence, the non-performing Party
shall be excused from any further performance or observance of the
obligation(s) so affected for as long as such circumstances prevail
and such Party continues to use its best efforts to recommence
performance or observance whenever and to whatever extent possible
without delay. The failure or a delay of an equipment vendor shall
not be considered beyond the control of a Party. If either Party
becomes aware of any such factor that would cause a delay or failure
in performance, it shall immediately notify the other Party of the
existence of such factor and probable length of continuation thereof,
and no Party's failure or delay in performance will be excused under
this Section before such notice is provided.
10
17. DISPUTE RESOLUTION PROCEDURES. In the event of a dispute under this
-----------------------------
Agreement, other than a dispute related to the release of Confidential or
Proprietary Information, the Parties agree to take the following steps to
resolve the dispute:
17.1. RMH's Center Management and Administrative Personnel and UPS's
Operation Team will make good faith efforts to resolve the matter
before forwarding the matter to the next level;
17.2. If the matter is not resolved within 30 days by the respective teams
under Section 17.1, the matter will then be referred to the
respective Authorized Individuals named in Schedule D;
17.3. If the matter is not resolved within 14 days by the Authorized
Individuals under Section 17.2, the matter shall be referred to the
most senior Authorized Individuals for UPS and RMH.
18. GOVERNING LAW. This Agreement shall be interpreted, construed and governed
-------------
by the laws of the State of Georgia without regard to its conflict of law
provisions.
19. IMMIGRATION LAWS COMPLIANCE.
---------------------------
19.1. RMH warrants, represents, covenants and agrees that it will not
knowingly assign to perform Services under this Agreement any
individual who is an unauthorized alien under the Immigration Reform
and Control Act of 1986 or its implementing regulations.
19.2. In the event any RMH personnel performing Services under this
Agreement, or other individual(s) providing Services to UPS on
behalf of RMH under this Agreement, are discovered to be
unauthorized aliens, RMH will immediately remove such individuals
from performing Services and replace such individuals with
individuals who are, to RMH's knowledge, not unauthorized aliens.
20. NO ASSIGNMENT. This Agreement may not be assigned by any Party by operation
-------------
of law, or otherwise, except with the prior written consent of the other
Party. Neither Party shall voluntarily or by operation of law assign,
sublicense, transfer, encumber or otherwise dispose of all or any part of
its interest in this Agreement without the prior written consent of the
non-assigning Party. Any attempted assignment, sub-license, transfer,
encumbrance or other disposal without such consent shall be void and shall
constitute a material default and breach of this Agreement. A change in the
controlling interest of a Party shall not be deemed an assignment for
purposes of this section except if the holder of such controlling interest
is a competitor of UPS, its parent, subsidiaries or affiliates.
Notwithstanding the foregoing, either Party may assign, sublicense or
transfer its rights and obligations hereunder to an adequately capitalized
affiliate or subsidiary to which its relevant operations and assets are
transferred and which is not a competitor of UPS, its parent, subsidiaries
or affiliates.
11
21. NOTICES. Any notice, consent, approval, election or other communication
-------
provided for in this Agreement shall be in writing and shall be either (i)
personally delivered, (ii) sent by reputable overnight courier service
(charges prepaid), or (iii) sent via facsimile (with confirmation of
transmission) to the addresses listed below. The Parties agree that this
Section does not apply to regular operational communications:
If to UPS:
United Parcel Service OASIS Supply Corporation
00 Xxxxxxxx Xxxxxxx, XX
Xxxxx 000
Attention: Xxxxx Xxxxxxx
Xxxxxxx, Xxxxxxx 00000
Facsimile: 000-000-0000
With copies to:
United Parcel Service OASIS Supply Corporation. United Parcel Service OASIS Supply Corporation.
00 Xxxxxxxx Xxxxxxx, XX 00 Xxxxxxxx Xxxxxxx, XX
Xxxxx 000 Attention: Legal Department
Attention: Xxxxx Xxxxxx Xxxxxxx, Xxxxxxx 00000
Xxxxxxx, Xxxxxxx 00000
Facsimile: 000-000-0000
If to RMH:
RMH Teleservices, Inc.
00 Xxxxxx Xxxxxx
Xxxx Xxxx, XX 00000
Attention: Xxxx Xxxxxx
Facsimile: (000) 000-0000
With copies to:
RMH Teleservices, Incorporated
Wolf, Block Xxxxxx & Xxxxx-Xxxxx
0000 Xxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attention: Xxx Xxxxx, Esq.
Facsimile: (000) 000-0000
Any Party may change the address, person or facsimile number to which its
communications are sent by giving notice as provided for herein.
22. NO WAIVER. The failure of either Party in any one or more instances to
---------
insist upon strict performance of any of the terms and provisions of this a
waiver or relinquishment, to any extent, of the right to assert or rely
upon any such terms, provisions or options on any future occasion.
23. HEADINGS. The Section headings and numerical divisions contained in this
--------
Agreement are for reference purposes only and shall not affect in any
manner the meaning or interpretation of this Agreement. The use of the
words "shall" and "will" are intended by the Parties to have the same
meaning throughout this Agreement.
24. SEVERABILITY. If any of the provisions of this Agreement shall be invalid
------------
or unenforceable, such invalidity or unenforceability shall not invalidate
or render unenforceable the entire Agreement, but rather the entire
Agreement shall be construed as if not containing the particular invalid or
unenforceable provision or provisions, and the rights and obligations of
the Parties shall be construed and enforced accordingly.
12
25. ENTIRE AGREEMENT, AMENDMENTS, MODIFICATIONS, THIRD PARTY BENEFICIARIES AND
--------------------------------------------------------------------------
SURVIVAL.
--------
25.1. Entire Agreement. This Agreement shall become binding when executed
----------------
by both Parties. This Agreement constitutes the entire Agreement
between UPS and RMH with respect to the subject matter hereof and
supercedes any previous agreements or understandings with respect to
that subject matter.
25.2. Modification. This Agreement shall not be amended or modified in any
------------
manner, except by an instrument in writing signed by duly authorized
representatives of each of the Parties hereto.
25.3. No Third Party Beneficiaries. Except as specifically provided
----------------------------
herein, no person not a Party hereto shall have any interest herein
or be deemed a third party beneficiary hereof. This Agreement shall
not provide any person or entity not a Party to this Agreement with
any remedy, claim, liability, reimbursement, cause of action or
other right in addition to those existing without reference to this
Agreement.
25.4. Survival. Those provisions of this Agreement that require
--------
performance or impose obligations that extend beyond the terms of
this Agreement shall survive any termination or expiration of the
Agreement.
26. ORDER OF PRECEDENCE. In the event of an inconsistency between or among the
-------------------
textual provisions of the Agreement and/or the Schedules, the inconsistency
shall be resolved by giving precedence in the following order:
1. Text of Agreement
2. Schedules to the Agreement
27. COMPLIANCE WITH LAW.
--------------------
27.1. RMH Compliance. At all times during the term of this Agreement, RMH
--------------
shall fully comply, and be and remain in compliance, with all
applicable laws, rules and regulations, and the terms of this
Agreement relating to or affecting the performance of its
obligations hereunder, including, but not limited to, the federal
Telephone Consumer Protection Act and all state equivalent laws,
along with laws related to employment of labor, hours of labor,
working conditions, payment of wages, and payment of taxes, such as
unemployment, social security and other payroll taxes, and shall
secure and maintain in full force and effect all licenses, permits
and authorizations necessary for the performance of its obligations
hereunder. Additionally, RMH will fully comply with any requirements
imposed upon UPS by any regulatory body or court, whether by Order,
Judgment, Settlement or Consent Decree, as regards the Services.
27.2. UPS Compliance. At all times during the term of this Agreement, UPS
--------------
shall fully comply, and be and remain in compliance with all
applicable laws, rules and regulations, and the terms of this
Agreement relating to or affecting the performance of its
obligations hereunder, and shall secure and maintain in full force
and effect all licenses, permits and authorizations necessary for
the performance of its obligations hereunder.
27.3. Notification. Each Party shall immediately notify the other Party in
------------
writing of the commencement or threatened commencement of any
action, suit or proceeding, and the issuance or threatened issuance
of any order, writ, injunction or decree, involving its activities
under this Agreement.
13
28. SUBCONTRACT FLOW-DOWN. RMH agrees to comply with the following Federal
---------------------
Acquisition Regulation (FAR) clauses, to the extent that they are
applicable, which are incorporated in this Agreement by reference to
implement provisions of United States laws or Executive Orders.
28.1 FAR clauses applicable to all contracts:
(1) 48 CFR 52.222-26, Equal Opportunity (E.O. 11246);
(2) 48 CFR 52.222-35, Affirmative Action for Special Disabled
and Vietnam Era Veterans (38 U.S.C. 4212(a)); and
(3) 48 CFR 52.222-36, Affirmative Action for Handicapped workers
(29 U.S.C. 793)
28.2 Notwithstanding any other clause of this Agreement, RMH is not
required to include any FAR provision or clause, other than those
listed in (a) above, to the extent they are applicable (and as may be
required by an addenda to this paragraph to establish the
reasonableness of prices under FAR Part 15), in a subcontract at any
tier for commercial items or commercial components. Commercial item,
as used in this clause, has the meaning contained in the clause at 48
CFR 52.202-1, Definitions.
28.3 FAR clauses applicable to certain contracts as specified in each
clause:
(1) 48 CFR 52.203-6, Restrictions on Subcontractor Sales to the
Government, with Alternate I (41 U.S.C. 253g and 10 U.S.C.
2402);
(2) 48 CFR 52.219-8, Utilization of Small Business Concerns and
Small Disadvantaged Business Concerns (15 U.S.C. 637(d)(2)
and (3));
(3) 48 CFR 52.219-9, Small, Small Disadvantaged and Women-Owned
Small Business Subcontracting Plan (15 U.S.C. 637(d)(4));
(4) 48 CFR 52.222-37, Employment Reports on Special Disabled
Veterans and Veterans of the Vietnam Era (38 U.S.C. 4212);
and
(5) 48 CFR 52.222-41, Service Contract Act of 1965, as Amended
(41 U.S.C. 351, et seq.)
28.4 RMH shall include the terms of this clause, including this Paragraph
(28.4) in subcontracts awarded under this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement through their
authorized representatives.
RMH TELESERVICES, INC. UNITED PARCEL SERVICE
OASIS SUPPLY CORPORATION
/s/ Xxxx X. Xxxxxxx /s/ Xxxxx X. Xxxxxxx
------------------------------- -------------------------------
Signature Signature
Xxxx X. Xxxxxxx Xxxxx X. Xxxxxxx
------------------------------- -------------------------------
Name Name
EVP Sales & Marketing VP and General Manager
------------------------------- --------------------------------
Title Title
14
List of Schedules and Exhibits
Schedule A - Definitions
Schedule B - Performance Standards
Schedule C - Pricing
Schedule D - Authorized Individuals
Exhibit A - Consent Form
Exhibit B - Cost Model
15
Schedule A
DEFINITIONS
-----------
Terms appearing in initial capital letters shall have the meaning set forth in
this Schedule and/or as elsewhere set forth in the Agreement.
"ABay" shall mean a type of training that is split between "classroom" work
and time the CSR or is plugged into the ACD making or handling calls.
"ACD" shall mean automatic call distribution equipment.
"Agreement" means this Agreement for provision of Call Center Services between
United Parcel Service OASIS Supply Corporation and RMH Teleservices, Inc.,
including the principal agreement and all Schedules and Exhibits.
"Attrition" shall mean the loss of CSRs that results from normal business
events such as voluntary terminations, involuntary terminations, internal
promotions, internal demotions and retirements.
"Authorized Individuals" shall be those individuals identified in Schedule D
"Center Management and Administrative Personnel" shall mean RMH personnel
responsible for directing the activities of Centers.
"Customer " or "UPS Customer" shall mean a current or potential customer of
UPS.
"Customer Service Representative" or "CSR" shall mean an employee, agent or
independent contractor of RMH who has responsibility for providing Customer
Services at the Centers in accordance with the terms of this Agreement.
"HR Recruiter" shall mean an employee or independent contractor of RMH who has
responsibility for the recruitment of employee's to fill open positions at
the Center.
"Internal Centers" shall mean UPS's own customer service and telemarketing
call centers.
"LAN" shall mean local area network.
"Parties" shall mean UPS, Inc. and RMH Teleservices, Inc.
"Policies and Procedures" means the UPS Policies and Procedures for performing
telemarketing and customer service.
"Schedule Adherence" shall mean a comparison of actual CSRs versus planned
CSRs at each 1/4-hour time period.
"Seasonality" shall mean those periods where Services decrease due to the
holiday season, resulting in a reduced number of working days during the
holiday season months.
"Segment" shall mean a specified type of Customer Service Call.
"Supervisor" shall mean an employee or independent contractor of RMH who has
responsibility for first line supervision of CSR's.
"System Hour" shall mean hours for which CSRs logged into the UPS system or
switch providing service to UPS or its customer or available to provide such
services.
"Talk Time" shall mean the time involved in handling a call, starting when a
Call is seized by a CSR and ending when the Call is released by a CSR or is
otherwise disconnected as measured by the ACD.
"Training Hour" shall mean the time a CSR or is in UPS- specific training.
The term "Training Hour" does not include time spent by a CSR in Initial
Training, logged onto the system, scheduled breaks, means, on sick leave,
disability leave, family leave, vacation, jury duty or military service.
"Unavailable Time" shall mean the total time, in seconds, a CSR was logged in
to the ACD but unavailable to take Calls.
"Work Hour or System Hour" shall mean each hour that a CSR is logged onto the
system making a Call or waiting to make a Call as measured by the ACD. The
term "Work Hour" does not include time spent by a CSR in ongoing training,
meetings, pre-shift meetings, scheduled breaks, unscheduled breaks,
Unavailable Time, meals, on sick leave, disability leave, family leave,
vacation, jury duty or military service.
"Work Time" shall mean time spent by a CSR performing follow-up work on a Call
(account notation, etc.), as measured by the ACD. During Work Time, a CSR
is signed onto the ACD in the Work Time state and is not available to answer
a Call. The average of Work Time per Call Handled shall be known as "Average
Work Time" ("AWT') and shall be calculated by dividing total Work Time by
total Calls Handled.
16
SCHEDULE B
Performance Standards
---------------------
Domestic Quality Scorecard
[REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT]
Privileged and Confidential - Information contained herein is for the use of
intended personnel only. You are hreby notified that any use of information by
other than the intended personnel is strictly prohibited. If you are not the
intended recipient of this information, immediately return it to the appropriate
personnel
17
International Quality Scorecard
[REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT]
Privileged and Confidential - Information contained herein is for the use of
intended personnel only. You are hereby notified that any use of
information by other than the intended personnel is strictly
prohibited. If you are not the intended recipient of this information,
immediately return it to the appropriate personnel.
18
SCHEDULE C
Pricing
-------
[REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT]
19
SCHEDULE D
Authorized Individuals
----------------------
Authorized Individuals may be changed by a Party at any time pursuant to the
Notice Provisions in Section 21.
RMH Authorized Individuals
Xxxx Xxxxxxx CEO
Xxx Xxxxxxxxx COO
Xxxx Xxxxxx CFO
Xxxx Xxxxxxx EVP Sales & Marketing
Xxx XxXxxxx SVP Operations
United Parcel Service OASIS Supply Corporation. Authorized Individuals
Xxxxx Xxxxxxx Vice President Corporate Customer Service Centers
Xxxxx Xxxxxxx Operations Manager
Xxx Xxxxxxx Support Services Manager
Xxxxxxx Xxxxxxxx Operations Manager
Xxxxxxx Xxxxxx Finance Manager
Xxxxx Xxxxxx Vendor Manager
20