10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2007

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to           

Commission file number 1-12793

StarTek, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	84-1370538 (I.R.S. employer Identification No.)
44 Cook Street, 4th Floor Denver, Colorado (Address of principal executive offices)	80206 (Zip code)

(303) 399-2400
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which Registered
Common Stock, $.01 par value	New York Stock Exchange, Inc.

Securities registered pursuant to Section 12(g) of the Act:
None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ   No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filed, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o   Accelerated filer þ   Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes o   No þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock, $0.01 Par Value — 14,725,791shares as of May 1, 2007.

STARTEK, INC.

FORM 10-Q

INDEX

PART I FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)
		Condensed Consolidated Statements of Operations for the three months ended March 31, 2007, and 2006.
		Condensed Consolidated Balance Sheets as of March 31, 2007 and December 31, 2006.
		Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2007, and 2006.
		Notes to Condensed Consolidated Financial Statements
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.	Quantitative and Qualitative Disclosures About Market Risk
Item 4.	Controls and Procedures
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings
Item 1a.	Risk Factors
Item 5.	Other Information
Item 6.	Exhibits
SIGNATURES
Exhibit 10.90
Exhibit 10.91
Exhibit 10.92
Exhibit 10.93
Exhibit 10.94
Exhibit 10.95
Exhibit 10.96
Exhibit 10.97
Exhibit 10.98
Exhibit 31.1
Exhibit 32.1

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Part I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

STARTEK, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(Dollars in thousands, except per share data)
(Unaudited)

	Three Months Ended March 31,
	2007			2006
Revenue	$	57,647		$	57,105
Cost of services		48,737			47,333
Gross profit		8,910			9,772
Selling, general and administrative expenses		9,392			7,573
Operating (loss) profit		(482	)		2,199
Net interest and other income		188			533
(Loss) income before income taxes		(294	)		2,732
Income tax benefit (expense)		105			(596	)
Net (loss) income	$	(189	)	$	2,136
Net (loss) income per share:
Basic	$	(0.01	)	$	0.15
Diluted	$	(0.01	)	$	0.14
Dividends declared per common share	$	—		$	0.36

See notes to condensed consolidated financial statements.

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STARTEK, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Dollars in thousands)

	As of
	March 31,			December 31,
	2007			2006
ASSETS
Current assets:
Cash and cash equivalents	$	19,377		$	33,437
Investments		16,070			5,933
Trade accounts receivable, less allowance for doubtful accounts of $10 and $16, respectively		49,211			46,364
Income tax receivable		1,811			1,281
Prepaid expenses and other current assets		2,640			3,009
Total current assets		89,109			90,024
Property, plant and equipment, net		58,630			60,101
Long-term deferred tax assets		4,925			4,444
Other assets		1,171			1,166
Total assets	$	153,835		$	155,735
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	3,400		$	6,061
Accrued liabilities:
Accrued payroll		6,730			6,798
Accrued compensated absences		4,980			4,146
Accrued health insurance		164			77
Other accrued liabilities		660			338
Current portion of long-term debt		5,518			5,654
Short-term deferred income tax liabilities		1,321			754
Grant advances		923			173
Other current liabilities		335			329
Total current liabilities		24,031			24,330
Long-term debt, less current portion		9,148			10,314
Other liabilities		1,927			2,709
Total liabilities		35,106			37,353
Stockholders’ equity:
Common stock, 32,000,000 non-convertible shares, $0.01 par value, authorized; 14,725,791 and 14,695,791shares issued and outstanding at March 31, 2007 and December 31, 2006, respectively		147			147
Additional paid-in capital		61,858			61,669
Cumulative translation adjustment		1,346			1,222
Unrealized (loss) gain on investments available for sale		(13	)		1
Unrealized gain (loss) on derivative instruments		2			(235	)
Retained earnings		55,389			55,578
Total stockholders’ equity		118,729			118,382
Total liabilities and stockholders’ equity	$	153,835		$	155,735

See notes to condensed consolidated financial statements.

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STARTEK, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Dollars in thousands)
(Unaudited)

	Three Months Ended
	March 31,
	2007			2006
Operating Activities
Net (loss) income	$	(189	)	$	2,136
Adjustments to reconcile net (loss) income to net cash provided by operating activities
Depreciation		4,227			3,895
Non-cash compensation cost		189			54
Deferred income taxes		(127	)		130
Realized loss (gain) on investments		1			(21	)
Gain on sale of assets		—			(123	)
Changes in operating assets and liabilities:
Trade accounts receivable, net		(2,681	)		(3,237	)
Prepaid expenses and other assets		368			(805	)
Accounts payable		(2,283	)		1,851
Income taxes receivable, net		(531	)		982
Accrued and other liabilities		1,151			(2,384	)
Net cash provided by operating activities		125			2,478
Investing Activities
Purchases of investments available for sale		(11,250	)		(62,100	)
Proceeds from disposition of investments available for sale		1,090			70,602
Purchases of property, plant and equipment		(2,567	)		(7,531	)
Proceeds from disposition of property, plant and equipment		—			343
Net cash provided by (used in) investing activities		(12,727	)		1,314
Financing Activities
Proceeds from stock option exercises		—			823
Principal payments on borrowings		(1,381	)		(624	)
Dividend payments		—			(5,268	)
Net cash used in financing activities		(1,381	)		(5,069	)
Effect of exchange rate changes on cash		(77	)		48
Net decrease in cash and cash equivalents		(14,060	)		(1,229	)
Cash and cash equivalents at beginning of period		33,437			17,425
Cash and cash equivalents at end of period	$	19,377		$	16,196
Supplemental Disclosure of Cash Flow Information
Cash paid for interest	$	215		$	49
Income taxes paid	$	548		$	877
Change in unrealized gain on investments available for sale, net of tax	$	(14	)	$	55

See notes to condensed consolidated financial statements.

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STARTEK, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share data)

1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. These financial statements reflect all adjustments (consisting only of normal recurring entries, except as noted) which, in the opinion of management, are necessary for fair presentation. Operating results during the three months ended March 31, 2007, are not necessarily indicative of operating results that may be expected during any other interim period of 2007 or the year ending December 31, 2007.

The consolidated balance sheet as of December 31, 2006, was derived from audited financial statements at that date, but does not include all information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the StarTek, Inc. annual report on Form 10-K for the year ended December 31, 2006.

Certain reclassifications have been made to 2006 information to conform to 2007 presentation.

Unless otherwise noted in this report, any description of “us” refers to StarTek, Inc. and our subsidiaries. Unless otherwise indicated, currency translations into U.S. dollars are calculated using prevailing foreign currency exchange rates as of March 31, 2007.

New Accounting Pronouncements

In July 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109” (“FIN 48”). This Interpretation was effective for our fiscal year beginning January 1, 2007. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 requires the recognition of penalties and interest on any unrecognized tax benefits. Our policy is to reflect penalties and interest as part of income tax expense as they become applicable. The adoption of FIN 48 had no impact on our consolidated financial statements. We file numerous consolidated and separate income tax returns in the United States federal jurisdiction and in many state jurisdictions. We also file returns in Canada. No returns are currently under audit and no extensions of statute of limitations have been granted.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“FAS No. 157”). FAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. The Statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. We are currently evaluating FAS No. 157 and have not yet determined the impact, if any, that adoption of FAS No. 157 will have on our consolidated results of operations, financial condition or cash flows.

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2. Net Income Per Share

Basic and diluted net income per common share is computed on the basis of our weighted average number of common shares outstanding, as determined by using the calculations outlined below:

	Three Months Ended
	March 31,
	2007			2006
Net (loss) income	$	(189	)	$	2,136
Weighted average shares of common stock		14,695			14,636
Dilutive effect of stock options		—			187
Common stock and common stock equivalents		14,695			14,823
Net income per basic share	$	(0.01	)	$	0.15
Net income per diluted share	$	(0.01	)	$	0.14

Diluted earnings per share is computed on the basis of our weighted average number of common shares outstanding plus the effect of dilutive outstanding stock options and non-vested restricted stock using the treasury stock method. Anti-dilutive securities totaling 756,770 and 271,955 in the three months ended March 31, 2007, and 2006, respectively, were not included in our calculation because the stock options’ exercise prices were greater than the average market price of the common shares during the periods presented.

3. Investments

As of March 31, 2007, investments available for sale consisted of corporate medium-term notes, corporate floating rate notes and taxable auction rate notes having an aggregate cost basis of $16,094 and an estimated fair value of $16,070. The estimated fair value of these notes included gross unrealized losses of $24 and no gross unrealized gains. All of the investments in our portfolio as of March 31, 2007, had contractual maturities of one year or less.

As of December 31, 2006, investments available for sale consisted of corporate medium term notes and corporate floating debt with a cost basis of $5,937 and an estimated fair value of $5,933. The estimated fair value of these notes included gross unrealized losses of $4 and no gross unrealized gains. All of the investments in our portfolio as of December 31, 2006, had contractual maturities of one year or less.

We had no investments at March 31, 2007, and December 31, 2006, that had carried unrealized losses for longer than twelve months and no securities were deemed other-than-temporarily impaired during either period. We were not invested in any trading securities as of March 31, 2007, or December 31, 2006.

4. Principal Clients

The following table represents the concentration of revenue from continuing operations for our principal clients. Please note that in late 2006, two of our clients, AT&T Corp. and Cingular Wireless, LLC, completed a merger, thereby further concentrating our revenue base. As a result, percentages shown in the following table may differ from those previously reported as we have combined the two entities in our calculations below. Revenue concentration by client was as follows:

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	Three Months Ended
	March 31,
	2007			2006(1)
AT&T, Inc. (formerly Cingular Wireless, LLC and AT&T Corp.)		53.0	%		56.5	%
T-Mobile, a subsidiary of Deutsche Telekom		19.5	%		22.4	%

⁽¹⁾ Data shown above for AT&T, Inc. for 2006 has been adjusted from amounts previously reported on Form 10-Q for Cingular Wireless, LLC and AT&T Corp. due to the recent merger these two clients.

During the first quarter of 2007, we entered into a new master agreement with AT&T, Inc. related to those services previously provided to AT&T Corp. prior to the merger between AT&T and Cingular. We also entered into various amendments and an order under this master agreement, extending each to March 31, 2008.

Our contract with AT&T, Inc. (through our contract with Cingular Wireless, LLC), expired in December 2006 and a significant portion of the contract, including the customer care and accounts receivable management portions of the contract, has been extended through May 31, 2007, but has not yet been renewed. The remaining portion of the contract relating to the Cingular business, constituting the business care services portion of the contract, was renewed in December 2006 and expires in November 2008.

The loss of a principal client and/or changes in timing or termination of a principal client’s product launch, volume delivery or service offering would have a material adverse effect on our business, revenue, operating results, and financial condition. To limit our credit risk, management from time to time will perform credit evaluations of our clients. Although we are directly impacted by the economic conditions in which our clients operate, management does not believe substantial credit risk existed as of March 31, 2007.

5. Comprehensive Income

FAS No. 130, “Reporting Comprehensive Income,” establishes standards for reporting and display of comprehensive income. Comprehensive income is defined essentially as all changes in stockholders’ equity, exclusive of transactions with owners. The following represents the components of other comprehensive income:

	Three Months Ended
	March 31,
	2007			2006
Net (loss) income	$	(189	)	$	2,136
Other comprehensive income (loss):
Foreign currency translation adjustments, net of tax		124			(115	)
Change in fair value of derivative instruments		237			(265	)
Change in unrealized (loss) gain on available for sale securities, net of tax		(14	)		55
Comprehensive income	$	158		$	1,811

We enter into foreign exchange contracts to hedge our anticipated operating commitments that are denominated in foreign currencies. The contracts cover periods commensurate with expected exposure, generally within six months, and are principally unsecured foreign exchange contracts. The market risk exposure is essentially limited to risk related to currency rate movements. During the three months ended March 31, 2007, and 2006, these hedging commitments resulted in unrealized gains of $4 and losses of $221, respectively, which have been recorded in other comprehensive income. These hedging commitments did not result in a realized gain or loss during the three months ended March 31, 2007. These hedging commitments resulted in $248 of realized gains which were recognized in our consolidated statement of income during the three months ended March 31, 2006.

6. Income Taxes

Our effective tax rate for the first quarter of 2007 increased to 35.7% from 21.8% during the first quarter of 2006. During the three months ended March 31, 2006, the settlement of an outstanding tax audit allowed us to release $410 of a reserve previously established for this audit. The release of this reserve had a positive effect on basic and diluted earnings per share for the three months ended March 31, 2006, of $0.03.

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7. Litigation

We and six of our present and former directors and officers have been named as defendants in West Palm Beach Firefighters’ Pension Fund v. StarTek, Inc., et al. (U.S. District Court, District of Colorado) filed on July 8, 2005, and John Alden v. StarTek, Inc., et al. (U.S. District Court, District of Colorado) filed on July 20, 2005. Those actions have been consolidated by the federal court. The consolidated action is a purported class action brought on behalf of all persons (except defendants) who purchased shares of our common stock in a secondary offering by certain of our stockholders in June 2004, and in the open market between February 26, 2003, and May 5, 2005 (the “Class Period”). The consolidated complaint alleges that the defendants made false and misleading public statements about us and our business and prospects in the prospectus for the secondary offering, as well as in filings with the SEC and in press releases issued during the Class Period, and that the market price of our common stock was artificially inflated as a result. The complaints allege claims under Sections 11 and 15 of the Securities Act of 1933, and under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. The plaintiffs in both cases seek compensatory damages on behalf of the alleged class and award of attorneys’ fees and costs of litigation. We believe we have valid defenses to the claims and intend to defend the litigation vigorously. On May 23, 2006, we and the individual defendants moved the court to dismiss the action in its entirety. Two stockholder derivative lawsuits related to these aforementioned claims were also filed against various of our present and former officers and directors on November 16, 2005, and December 22, 2005, alleging breach of fiduciary duty, abuse of control, gross mismanagement, waste of corporate assets, and unjust enrichment. The derivative actions, which have been consolidated, name us as a nominal defendant. On April 18, 2006, we and the individually named defendants filed a motion to dismiss the derivative actions.

It is not possible at this time to estimate the possibility of a loss or the range of potential losses arising from these claims. We may, however, incur material legal fees with respect to our defense of these claims. The claims have been submitted to the carriers of our executive and organization liability insurance policies. The policies have primary and excess coverage that we believe will be adequate to defend this case and are subject to a retention for securities claims. These policies provide that we are responsible for the first $1,025 in legal fees. As of May 1, 2007, we had incurred legal fees related to these suits of more than 90% of our $1,025 deductible.

We have been involved from time to time in other litigation arising in the normal course of business, none of which is expected by management to have a material adverse effect on our business, financial condition or results of operations.

8. Share-Based Compensation

We maintain two equity compensation plans, the StarTek, Inc. Stock Option Plan and the Directors’ Option Plan (together, “the Plans”), for the benefit of certain of our directors, officers and employees. The compensation cost that has been charged against income for those plans, as well as for restricted stock granted outside of those plans, for the three months ended March 31, 2007 and 2006, was $189 and $54, respectively, and is included in selling, general and administrative expense. The total income tax benefit recognized in our Condensed Consolidated Statements of Operations related to share-based compensation arrangements was $67 and $20 for the three months ended March 31, 2007 and 2006, respectively.

The StarTek, Inc. Stock Option Plan was formed in 1997 and is designed to provide stock options, stock appreciation rights, and incentive stock options (cumulatively referred to as “options”) to key employees, officers, directors (other than non-employee directors), consultants, other independent contractors and any named subsidiary designated in the plan as a participant. On May 7, 2007, our stockholders voted to increase the number of shares available under the option plan such that the option plan stipulates that up to 2,588,000 options may be granted to eligible participants and that each option is convertible to one share of StarTek, Inc. common stock. Options awards are made at the discretion of the compensation committee of the board of directors of StarTek, Inc. (the “Committee”), which is composed entirely of non-employee directors. Unless otherwise determined by the Committee, all options granted under the option plan vest 20% annually beginning on the first anniversary of the options’ grant date and expire at the earlier of: (i) ten years (or five years for participants owning greater than 10% of the voting stock) from the options’ grant date; (ii) three months after termination of employment for any reason other than cause or death; or (iii) six months after the participant’s death; or (iv) immediately upon termination for cause. We have made exceptions to these vesting provisions for certain of our executive officers and employees, which were subject to approval by the compensation committee of the board of directors. For options granted under the option plan on and after June 12, 2006, the compensation committee established a vesting schedule whereby options granted on or after such date would vest as to 25% of the shares on the first anniversary of the date of grant and 2.0833% of the shares each month thereafter for 36 months, unless otherwise approved by the compensation committee.

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The Director’s Option Plan was established to provide stock options to non-employee directors who are elected to serve on the StarTek, Inc. board of directors (the “Board”) and who serve continuously from commencement of their term (the “Participants”). On May 7, 2007, our stockholders approved an amendment to the plan such that the Directors’ Option Plan provides for stock options to be granted for a maximum of 152,000 shares of common stock. Also pursuant to this stockholder approval, each Participant is granted options to acquire 6,000 shares of common stock upon election to serve on the Board and is automatically granted options to acquire 6,000 shares of common stock on each date they are re-elected to the Board, typically coinciding with each annual meeting of stockholders. All options granted under the Director Option Plan fully vest upon grant and expire at the earlier of: (i) the date when the Participant’s membership on the Board is terminated for cause; (ii) ten years from option grant date; or (iii) one year after the Participant’s death.

On January 1, 2006, we adopted Statement of Financial Accounting Standards No. 123(R), “Share-Based Payment” (“FAS No. 123(R)”) using the modified prospective method. Under the guidelines of FAS No. 123(R), pro forma disclosure is no longer an alternative. We use the Black-Scholes method for valuing stock-based awards. The assumptions used to determine the value of our stock-based awards under the Black-Scholes method are summarized below:

	Three Months Ended March 31,
	2007
Risk-free interest rate	4.66% — 4.74%
Dividend yield	—
Expected volatility	44.41% — 44.86%
Expected life in years	4.7

No ranges are provided for the three months ended March 31, 2006, because there were no stock option grants during that period. The risk-free interest rate for periods within the contractual life of the option is based on either the four year or seven year U.S. Treasury strip yield in effect at the time of grant. Expected life and volatilities are based on historical experience, which we believe will be indicative of future experience.

A summary of option activity under the Plans as of March 31, 2007, and changes during the quarter then ended is presented below:

						Weighted Average		Aggregate
				Weighted Average		Remaining		Intrinsic Value
	Shares			Exercise Price		Contractual Term		(000s)
Outstanding as of January 1, 2007		940,200		$	18.58
Granted		544,500			9.93
Exercised		—			—
Forfeited		(256,119	)		13.81
Outstanding as of March 31, 2007		1,228,581		$	15.74		8.4	$	76
Exercisable as of March 31, 2007		449,301		$	23.68		6.3	$	—

The weighted average grant date fair value of options granted during the three months ended March 31, 2007, was $4.39. No options were granted during the three months ended March 31, 2006. No options were exercised during the three months ended March 31, 2007. The total intrinsic value of options exercised during the three months ended March 31, 2006, was $301. The fair value of nonvested shares is determined based on the closing trading price of our common shares on the grant date.

As of March 31, 2007, there was $2,678 of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the Plans. That cost is expected to be recognized over a weighted-average period of 4.4 years. The total fair value of shares vested during the three months ended March 31, 2007, and 2006, was $462 and $34, respectively.

On January 5, 2007, Mr. A. Laurence Jones was granted 30,000 restricted shares pursuant to his appointment as President and Chief Executive Officer. These shares were not granted under either the StarTek, Inc. Stock Option Plan nor the Directors’ Option Plan. The restricted shares are subject to forfeiture and lapse as to 10,000 shares on January 5, 2008 and as to 20,000 shares on January 5, 2011, provided that the restrictions on the 20,000 share tranche may lapse earlier pursuant to certain performance criteria. The performance criteria specify that the 20,000 share tranche may vest as to 10,000 shares upon certification by the compensation committee that Mr. Jones achieved at least 80% performance of specified criteria for the 2008 fiscal year and 10,000 shares upon certification by the compensation committee that Mr. Jones achieved at least 80% performance of specified criteria for the 2009 fiscal year.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

All statements contained in this Form 10-Q that are not statements of historical facts are forward-looking statements that involve substantial risks and uncertainties. Forward-looking statements are preceded by terms such as “may,” “will,” “should,” “anticipates,” “expects,” “believes,” “plans,” “future,” “estimate,” “continue,” “intends,” “budgeted,” “projections,” “outlook” and similar expressions. The following are important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, risks relating to our revenue from our principal clients, concentration of our client base in the communications industry, consolidation in the communications industry, trend of communications companies to out-source non-core services, management turnover, dependence on and requirement to recruit qualified employees, labor costs, need to add key management personnel and specialized sales personnel, considerable pricing pressure, capacity utilization of our facilities, collection of note receivable from sale of Supply Chain Management Services platform, inability to utilize current capital loss carry-forwards, defense and outcome of pending class action lawsuit, lack of success of our clients’ products or services, risks related to our contracts, decreases in numbers of vendors used by clients or potential clients, inability to effectively manage growth, risks associated with advanced technologies, highly competitive markets, foreign exchange risks and other risks relating to conducting business in Canada, lack of a significant international presence, potentially significant influence on corporate actions by our largest stockholder, volatility of our stock price, geopolitical military conditions, interruption to our business, increasing costs of or interruptions in telephone and data services, compliance with SEC rules, inability to renew or replace sources of capital funding, fluctuations in the value of our investment securities portfolio, and variability of quarterly operating results. These factors include risks and uncertainties beyond our ability to control, and in many cases we cannot predict the risks and uncertainties that could cause actual results to differ materially from those indicated by use of forward-looking statements. Similarly, it is impossible for management to foresee or identify all such factors. As such, investors should not consider the foregoing list to be an exhaustive statement of all risks, uncertainties, or potentially inaccurate assumptions. All forward-looking statements herein are made as of the date hereof, and we undertake no obligation to update any such forward-looking statements. All forward-looking statements herein are qualified in their entirety by information set forth in Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Risk Factors” appearing in our Annual Report on Form 10-K for the year ended December 31, 2006.

Unless otherwise noted in this report, any description of “us” or “we” refers to StarTek, Inc. and our subsidiaries. Financial information in this report is presented in U.S. dollars.

Executive Overview

StarTek is a leading provider of high value business process outsourcing services to the communications industry. We partner with our clients to meet their business objectives and improve customer retention, increase revenues and reduce costs through an improved customer experience. Our robust solutions leverage industry knowledge, best business practices, highly skilled agents, proven operational excellence and flexible technology. The StarTek comprehensive service suite includes customer care, sales support, complex order processing, accounts receivable management, technical support and other industry-specific processes. We provide these services from 19 operational facilities in the US and Canada.

Our business is providing high-end customer service offerings through the effective deployment of people and technology such that our clients can focus on their core business and preserve capital. Our service offering includes customer care, sales support, complex order processing, accounts receivable management and other industry-specific processes. We are well positioned to help our clients implement the convergence of product lines, including wireline, wireless, cable and broadband. Under each service offering, we deliver a transparent extension of our clients’ brands. Our success is driven by our people, who we believe are industry trained experts in providing the communications industry with proven business practices and solutions to help our clients achieve their business goals. Our ability to deliver exceptional service to our clients is enhanced by our technology infrastructure. Through our technology, we are able to rapidly respond to ever-changing client demands in a tailored, yet cost-effective and efficient, manner. We are capable of handling large call volumes at each of our contact centers through our reliable and scalable contact center solutions. We staff our IT personnel such that we can support our infrastructure and still have the capability to design programs to meet the specific needs of our clients.

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We seek to become a market leader in providing high-value services to clients in the communications industry. Our approach is to develop relationships with our clients that are partnering and collaborative in nature and create industry-based solutions to meet our clients’ business needs. Our belief is that our company is differentiated based on our industry expertise, our reputation for operational excellence, our flexible technology, and our people. To be a leader in the market, our strategy is to:

• grow our existing client base by deepening and broadening our relationships,

• add new clients in the communications segment and continue to diversify our client base,

• improve the profitability of our business through operational improvements and securing higher margin business,

• add new services to broaden our offering to the communications segment and

• make prudent acquisitions to expand our business scale and service offerings.

Compared to the first quarter of 2006, we experienced a slight increase in revenue in the first quarter of 2007 driven by growth in new and existing client revenue, offset by staffing pressures in certain of our facilities. Our gross and operating margins declined as a result of higher costs associated with the support of new call centers that were not yet in operation during the first quarter of 2006. Operating margins were further affected by severance expense in the first quarter of 2007. First quarter 2007 net loss and diluted loss per share were $0.2 million and $0.01, respectively.

Our cash, cash equivalents and investments declined $3.9 million from December 31, 2006, to $35.4 million as of March 31, 2007, due to the timing of cash receipts and cash payments. Working capital remained relatively flat at $65.1 million as of March 31, 2007, compared to $65.7 million at December 31, 2006.

Results of Operations

The following table sets forth certain unaudited condensed consolidated income statement data as a percentage of revenue from continuing operations (dollars in thousands):

	Three Months Ended March 31,
	2007					2006
Revenue	$	57,647		100.0	%	$	57,105		100.0	%
Cost of services		48,737		84.5	%		47,333		82.9	%
Gross profit		8,910		15.5	%		9,772		17.1	%
Selling, general and administrative expenses		9,392		16.3	%		7,573		13.3	%
Operating (loss) profit		(482	)	-0.8	%		2,199		3.9	%
Net interest and other income		188		0.3	%		533		0.9	%
(Loss) income from operations before income taxes		(294	)	-0.5	%		2,732		4.8	%
Income tax benefit (expense)		105		0.2	%		(596	)	-1.0	%
Net (loss) income	$	(189	)	-0.3	%	$	2,136		3.7	%

Revenue. First quarter 2007 revenue of $57.6 million was relatively flat compared to the same period of 2006. Revenue was positively impacted by three main factors: the opening of two new sites at the end of the first quarter of 2006, the addition of two new clients in the latter half of 2006, and revenue growth from existing clients. Together, these factors increased revenue by approximately $7.4 million. However, this was offset by declines in revenue resulting from staffing difficulties caused by local economic pressures at some of our sites, the closure of our facility in Petersburg, Virginia in January 2007 and fewer operating hours related to our largest client.

Cost of Services and Gross Profit. During the first quarter of 2007, cost of services increased $1.4 million over the first quarter of 2006. Gross profit declined $0.9 million between the same periods. Gross margin declined from 17.1% during the first quarter of 2006 to 15.5% during the first quarter of 2007. Driving this decline was lower agent headcount resulting from the aforementioned factors and increased fixed costs associated with supporting new call center facilities. These declines were partially offset by incremental gross profit generated by the addition of two new clients in the latter half of 2006 and growth from existing clients.

Selling, General and Administrative Expenses. Selling, general and administrative expenses increased $1.8 million, or 24.0%, during the first quarter of 2007 compared to the same quarter of 2006. This increase was driven by approximately $0.8 million in severance costs related to the departure of our former Chief Executive Officer and former Chief Information Officer during the first quarter of 2007 as well as certain recurring expenses

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Operating Profit. The first quarter of 2007 generated an operating loss of $0.5 million compared to operating profit of $2.2 million during the same quarter of 2006. The decline was driven by increased selling, general and administrative costs and declines in gross margin, as discussed previously.

Net Interest and Other Income. Net interest and other income declined $0.3 million, or 64.7%, during the first quarter of 2007 compared to the same period in the previous year. This decline was driven by higher debt servicing costs related to two long-term debt facilities entered into in November 2006.

Income Tax Expense. During the first quarter of 2007, we realized a tax benefit of $0.1 million resulting from a loss before income taxes of $0.3 million. Our effective tax rate for the first quarter of 2007 was 35.7%, representing an increase from the first quarter of 2006, when our effective tax rate of 21.8% due to the release of a $0.4 million reserve related to the favorable settlement of an outstanding tax audit.

Net Income. Our business generated a net loss of $0.2 million during the first quarter of 2007 compared to net income of $2.1 million in the same period of 2006. This loss was driven by declines in gross margin and increases in selling, general and administrative expense, as described previously.

Liquidity and Capital Resources

As of March 31, 2007, we had working capital of $65.1 million, which was relatively unchanged from $65.7 million at December 31, 2006. Cash generated from operating activities was $0.1 million.

We have historically financed our operations, liquidity requirements, capital expenditures, and capacity expansion primarily through cash flows from operations, and to a lesser degree, through various forms of debt and leasing arrangements. In addition to funding basic operations, our primary uses of cash typically relate to capital expenditures to upgrade our existing information technologies and service offerings, investments in our facilities and, historically, the payment of dividends. We believe that cash flows from operations and cash provided by short-term borrowings, when necessary, will adequately meet our ongoing operating requirements and scheduled principal and interest payments on existing debt. Any significant future expansion of our business may require us to secure additional cash resources. Our liquidity could be significantly impacted by large cash requirements to expand our business or a decrease in demand for our services, particularly from any of our principal clients, which could arise from a number of factors, including, but not limited to, competitive pressures, adverse trends in the business process outsourcing market, industry consolidation, adverse circumstances with respect to the industries we service, and any of the other factors we describe more fully in the “Risk Factors” section in our Annual Report on Form 10-K for the year ended December 31, 2006.

Net Cash Provided by Operating Activities. Net cash provided by operating activities declined $2.4 million for the three months ended March 31, 2007, compared to the same period in 2006. This decline was largely attributable to declines in accounts payable and net income as well as increases in income taxes receivable, offset by increases in accrued liabilities and decreases in prepaid expenses. The decline in accounts payable and increase prepaid expenses were largely the result of the timing of payments made to our vendors. The increase in income tax receivable is due to first quarter estimated tax payments exceeding actual tax liability during the quarter. The increase in accrued liabilities during the first quarter of 2007 is largely the result of accruals for severance payments while the decline in accrued liabilities during the first quarter of 2006 was largely the result of the timing of payroll payments.

Net Cash Provided By (Used In) Investing Activities. Net cash used in investing activities was $12.7 million during the first three months of 2007 compared to net cash provided by investing activities of $1.3 million in the same period of 2006. This change was driven by changes in our investment activity. In the first quarter of 2007, investment activity resulted in $10.2 million of net purchases as we continued to invest cash generated by operations. During the first quarter of 2006, investment activity resulted in net proceeds of $8.5 million and purchases of property, plant and equipment resulted in a cash expenditure of $7.5 million as we invested in the build-out of three new call center facilities.

During the remainder of 2007, we plan to use our capital expenditures for continued information technology infrastructure improvements and development of new service offerings. We may use our capital expenditures towards further capacity expansion when and if it is needed. Our actual capital expenditures may vary depending on the infrastructure required in order to give quality service to our clients based on our continual assessment of capacity needs. We believe our existing facilities are adequate for our current operations, but additional capacity expansion, including opening additional facilities, may be required to support our future growth. While we strive to make the best use of the operating facilities we have, management intends to maintain a certain amount of excess capacity to enable us to readily provide for the needs of new clients and the increasing needs of existing clients.

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Net Cash Used in Financing Activities. In January 2007, our board of directors announced that we would not be paying a dividend for the foreseeable future. This, in turn, drove a $3.7 million decline in our net cash used in financing activities during the three month period ended March 31, 2007, when compared with the same period in 2006.

Outstanding Debt. We currently have four debt facilities in use: a $10.0 million secured equipment loan, a $10.0 million unsecured revolving line of credit, a $9.6 million Canadian dollar secured equipment loan and a $4.9 million secured promissory note:

$10.0 Million Secured Equipment Loan. Borrowings under the $10.0 million secured equipment loan bear interest at a fixed rate of 3.65% per annum. The loan is secured by certain furniture, telephone and computer equipment. As of March 31, 2007, we had $2.4 million outstanding under this loan, all of which was classified as current portion of long-term debt.

Line of Credit. We also maintain a $10.0 million unsecured line of credit with Wells Fargo Bank, N.A. (the Bank) which we use to finance regular, short-term operating expenses. The last day under which the Bank will make advances under the line of credit will be June 30, 2007. Borrowings under this line of credit bear interest at either a fluctuating rate per annum that is 1% below the Prime Rate or at a fixed rate per annum determined by the Bank to be 1.5% above LIBOR. The interest rate on this facility was 7.25% as of March 31, 2007. Under this line of credit, we must generate net profit after tax of at least $1 on a rolling four-quarter basis, measured quarterly, and are not permitted to incur net losses in any two consecutive quarterly periods. We were required to hold a tangible net worth of $94.7 million at March 31, 2007, and at the close of each subsequent quarter, we are required to have a minimum tangible net worth equal to the minimum tangible net worth we were required to have at the end of the prior fiscal period plus 25% of net income (if positive). No amounts were outstanding under this line of credit as of March 31, 2007, and we were in compliance with all of our debt covenants related to this facility.

Canadian Dollar Secured Equipment Loan. On November 17, 2006, StarTek Canada Services, Ltd., one of our subsidiaries, borrowed approximately $9.6 million Canadian dollars from Wells Fargo Equipment Finance Company, Inc. These borrowings are guaranteed by StarTek, Inc. and our subsidiary, StarTek USA, Inc., and are secured by fixed assets and tenant improvements at certain of our Canadian facilities. Under the guarantee agreement, if StarTek Canada Services, Ltd. fails to pay its obligations under the loan agreement when due, the loan guarantors agree to punctually pay any indebtedness, along with interest and certain expenses incurred on behalf of Wells Fargo Equipment Finance Company, Inc. to enforce the guarantee, to Wells Fargo Equipment Finance Company, Inc. The loan will be repaid in 48 monthly installments of $225 thousand, which reflects an implicit annual interest rate of 5.77%. We may elect to prepay amounts due under this loan provided that we notify Wells Fargo Equipment Finance Company, Inc. at least 30 days prior in writing and that we pay a prepayment premium, as stipulated in the loan agreement. As of March 31, 2007, we had $8.9 million Canadian, or $7.7 million U.S. dollars, outstanding under this loan.

Secured Promissory Note. On November 17, 2006, our subsidiary, StarTek USA, Inc., borrowed approximately $4.9 million from Wells Fargo Equipment Finance, Inc. The loan will be repaid with interest in 48 monthly installments of $115 thousand. The borrowings bear interest at an annual rate of 6.38% and are secured by fixed assets and tenant improvements at certain of our U.S. facilities. The borrowings may be repaid early without penalty. As of March 31, 2007, approximately $4.5 million was outstanding under this note. The promissory note is guaranteed by StarTek, Inc. and our subsidiary, StarTek Canada Services, Ltd. Under the guarantee agreement, if StarTek USA, Inc. fails to pay its obligations under the loan agreement when due, the guarantors agree to full and prompt payment of each and every debt, liability and obligation of every type and description that StarTek USA, Inc. may now or in the future owe.

Dividend Information. On January 22, 2007, our board of directors announced it would not declare a quarterly dividend on our common stock in the first quarter of 2007, making the dividend paid in November 2006 the last quarterly dividend that will be paid in the foreseeable future. We plan to invest in growth initiatives in lieu of paying dividends. We had been paying quarterly dividends since August of 2003.

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Contractual Obligations. Other than operating leases for certain equipment and real estate and commitments to purchase goods and services in the future, in each case as reflected in the table below, we have no off-balance sheet transactions, unconditional purchase obligations or similar instruments and we are not a guarantor of any other entities’ debt or other financial obligations, other than the Canadian Dollar Secured Equipment Loan and the Secured Promissory Note, as described previously. The following table presents a summary, by period, of the future contractual obligations and payments we have entered into as of March 31, 2007:

	Less Than		One to Three		Four to		More than
	One Year		Years		Five Years		Five Years		Total
Long-term debt (1)	$	5,518	$	6,722	$	2,426	$	—	$	14,666
Operating leases (2)		3,828		7,462		5,302		1,614		18,206
Purchase obligations (3)		5,607		1,437		—		—		7,044
Total contractual obligations	$	14,953	$	15,621	$	7,728	$	1,614	$	39,916

(1)	Long-term debt consists of our $10.0 million, 3.65% fixed rate equipment loan, our Canadian dollar secured equipment loan and our secured promissory note as discussed previously, and debt associated with our Greeley North facility, which is forgiven at a rate of $26 thousand per year as long as we remain in the facility.
(2)	We lease facilities and equipment under various non-cancelable operating leases.
(3)	Purchase obligations include commitments to purchase goods and services that in some cases may include provisions for cancellation.

Other Factors Impacting Liquidity. Effective November 4, 2004, our board of directors authorized purchases of up to $25 million of our common stock. The repurchase program will remain in effect until terminated by the board of directors and will allow us to repurchase shares of our common stock from time to time on the open market, in block trades and in privately-negotiated transactions. Repurchases will be implemented by the Chief Financial Officer consistent with the guidelines adopted by the board of directors from time to time and will depend on market conditions and other factors. Any repurchased shares will be made in accordance with SEC rules. We have not yet repurchased any shares pursuant to this board authorization.

Our business currently has a high concentration on a few principal clients. The loss of a principal client and/or changes in timing or termination of a principal client’s product launch or service offering would have a material adverse effect on our business, liquidity, operating results, and financial condition. These client relationships are further discussed in Note 4 “Principal Clients,” to our Consolidated Financial Statements, which are included at Item 1, Financial Information, of this Form 10-Q. To limit our credit risk, management from time to time will perform credit evaluations of our clients. Although we are directly impacted by the economic conditions in which our clients operate, management does not believe substantial credit risk existed as of March 31, 2007.

Although management cannot accurately anticipate effects of domestic and foreign inflation on our operations, management does not believe inflation has had, or is likely in the foreseeable future to have, a material adverse effect on our results of operations or financial condition.

Variability of Operating Results

Our business has been seasonal only to the extent that our clients’ marketing programs and product launches are geared toward the holiday buying season. For the remainder of 2007, we anticipate lower variations in quarterly revenue than has historically been the case. However, we have experienced and expect to continue to experience some quarterly variations in revenue and operating results due to a variety of factors, many of which are outside our control, including: (i) timing and amount of costs incurred to expand capacity in order to provide for volume growth from existing and future clients; (ii) changes in the volume of services provided to principal clients; (iii) expiration or termination of client projects or contracts; (iv) timing of existing and future client product launches or service offerings; (v) seasonal nature of certain clients’ businesses; and (vi) cyclical nature of certain high technology clients’ businesses.

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Because we service relatively few large clients, the availability of cash is highly dependent on the timing of cash receipts from accounts receivable. As a result, from time to time, we borrow cash from our line of credit to cover short-term cash needs. These borrowings are typically outstanding for a short period of time before they are repaid. However, our debt balance can fluctuate significantly during any given quarter as part of our ordinary course of business. Accordingly, our debt balance at the end of any given quarter is not necessarily indicative of the debt balance at any other time during that period.

Critical Accounting Estimates

In preparing our condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, management must undertake decisions that impact the reported amounts and related disclosures. Such decisions include the selection of the appropriate accounting principles to be applied and assumptions upon which accounting estimates are based. Management applies its best judgment based on its understanding and analysis of the relevant circumstances to reach these decisions. By their nature, these judgments are subject to an inherent degree of uncertainty. Accordingly, actual results may vary significantly from the estimates we have applied.

Our critical accounting estimates are consistent with those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2006. Please refer to Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our Annual Report on Form 10-K for the year ended December 31, 2006, for a complete description of our Critical Accounting Estimates.

Item 3: Quantitative and Qualitative Disclosure About Market Risk

In the normal course of business, we are exposed to certain market risks related to changes in interest rates and other general market risks, equity market prices, and foreign currency exchange rates. We have established an investment portfolio policy which provides for, among other things, investment objectives and portfolio allocation guidelines. This policy was last amended in October 2006. All of our investment decisions are currently supervised or managed by our Chief Financial Officer.

This discussion contains forward-looking statements subject to risks and uncertainties. Actual results could vary materially as a result of a number of factors, including but not limited to, changes in interest and inflation rates or market expectations thereon, equity market prices, foreign currency exchange rates, and those factors set forth in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations — Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2006.

Interest Rate Sensitivity and Other General Market Risks

Cash and Cash Equivalents. At March 31, 2007, we had $19.4 million in cash and cash equivalents. Approximately $10.6 million of this cash was invested in various money market funds, overnight investments and commercial paper which matures within the first three months following March 31, 2007, at a combined weighted average interest rate of approximately 5.40%. Cash and cash equivalents are not restricted. We consider cash equivalents to be short-term, highly liquid investments readily convertible to known amounts of cash, and so near their maturity they present insignificant risk of changes in value because of changes in interest rates. We do not expect any substantial loss with respect to our cash and cash equivalents as a result of interest rate changes, and the estimated fair value of our cash and cash equivalents approximates original cost.

Outstanding Debt. We currently have four debt facilities in use: a $10.0 million secured equipment loan, a $10.0 million unsecured revolving line of credit, a $9.6 million Canadian dollar secured equipment loan and a $4.9 million secured promissory note:

$10.0 Million Secured Equipment Loan. Borrowings under the $10.0 million secured equipment loan bear interest at a fixed rate of 3.65% per annum. As of March 31, 2007, we had $2.5 million outstanding under this loan.

Line of Credit. From time to time, we may borrow under our $10.0 million line of credit for general corporate purposes, including working capital requirements, capital expenditures, and other purposes related to expansion of our capacity. At March 31, 2007, we had no amounts outstanding on this line of credit. Borrowings under this line of credit bear interest at the lender’s prime rate less 1%, which was 7.25% as of March 31, 2007, although for certain borrowings, we may elect to pay a fixed rate equal to LIBOR plus 1.5%. We believe a hypothetical 10.0% increase in interest rates would not have a material adverse effect on our financial position. Increases in interest rates would, however, increase interest expense associated with future variable-rate borrowings by us, if any. We have not historically hedged our interest rates with respect to this or any of our other loans and we do not expect to hedge these rates in the future. As of March 31, 2007, we were in compliance with the all financial covenants pertaining to our line of credit. This line of credit is renewed every two years at the option of Wells Fargo and was last renewed in June of 2005. See Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2006.

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Canadian Dollar Secured Equipment Loan. On November 17, 2006, StarTek Canada Services, Ltd., one of our subsidiaries, borrowed approximately $9.6 million Canadian dollars from Wells Fargo Equipment Finance Company, Inc. These borrowings are guaranteed by StarTek, Inc. and our subsidiary, StarTek USA, Inc., and are secured by fixed assets and tenant improvements at certain of our Canadian facilities. The loan will be repaid in 48 monthly installments of $225 thousand, which reflects an implicit annual interest rate of 5.77%. We may elect to prepay amounts due under this loan provided that we notify Wells Fargo Equipment Finance Company, Inc. at least 30 days prior in writing and that we pay a prepayment premium, as stipulated in the loan agreement. As of March 31, 2007, we had $8.9 million Canadian dollars, or $7.7 million U.S. dollars, outstanding under this loan.

Secured Promissory Note. On November 17, 2006, our subsidiary, StarTek USA, Inc., borrowed approximately $4.9 million from Wells Fargo Equipment Finance, Inc. The promissory note is guaranteed by StarTek, Inc. and our subsidiary, StarTek Canada Services, Ltd. The loan will be repaid with interest in 48 monthly installments of $115 thousand. The borrowings bear interest at an annual rate of 6.38% and are secured by fixed assets and tenant improvements at certain of our U.S. facilities. The borrowings may be repaid early without penalty. As of March 31, 2007, approximately $4.5 million was outstanding under this note.

Investments Available for Sale. At March 31, 2007, we had investments available for sale which, in the aggregate, had a cost basis and a fair market value of $16.1 million. At March 31, 2007, investments available for sale consisted of corporate medium-term notes, corporate floating rate notes and taxable auction rate notes. Our investment portfolio is subject to interest and inflation rate risks and will fall in value if market interest and/or inflation rates or market expectations relating to these rates increase.

The fair market value of and estimated cash flows from our investments in corporate debt securities are substantially dependent upon the credit worthiness of certain corporations expected to repay their debts to us. If such corporations’ financial condition and liquidity adversely changes, our investments in these bonds would be materially and adversely affected.

The table below provides information as of March 31, 2007, about maturity dates and corresponding weighted average interest rates related to certain of our investments available for sale:

	Weighted
	Average
	Interest																	Fair
	Rates			1 Year		2 Years		3 Years		4 Years		5 Years		Thereafter		Total		Value
Corporate debt securities		5.79	%	$	16,094		—		—		—		—		—	$	16,094	$	16,070
Total				$	16,094		—		—		—		—		—	$	16,094	$	16,070

Our cash and cash equivalents also included approximately $10.6 million in commercial paper with maturities of less than three months that bear interest at a weighted average rate of 5.40%.

Management believes we have the ability to hold the foregoing investments until maturity, and therefore, if held to maturity, we would not expect the future proceeds from these investments to be affected, to any significant degree, by the effect of a sudden change in market interest rates. Declines in interest rates over time will, however, reduce our interest income derived from future investments.

Foreign Currency Exchange Risks

Our Canadian subsidiary’s functional currency is the Canadian dollar, which is used to pay labor and other operating costs in Canada. If an arrangement provides for us to receive payments in a foreign currency, revenue realized from such an arrangement may be lower if the value of such foreign currency declines. Similarly, if an arrangement provides for us to make payments in a foreign currency, cost of services and operating expenses for such an arrangement may be higher if the value of such foreign currency increases. For example, a 10% change in the relative value of such foreign currency could cause a related 10% change in our previously expected revenue, cost of services, and operating expenses. If the international portion of our business continues to grow, more revenue and expenses will be denominated in foreign currencies, which increases our exposure to fluctuations in currency exchange rates.

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Approximately 40.6% of our expenses during the first quarter of 2007 were paid in Canadian dollars. A portion of our Canadian operations generate revenues denominated in U.S. dollars. During the first quarter of 2007, we purchased $20.0 million in Canadian dollars for $17.1 million in U.S. dollars under Canadian dollar forward contracts with Wells Fargo Bank in order to hedge our foreign currency risk with respect to these costs. We did not realize a gain or loss related to these forward contracts. As of March 31, 2007, we had $4 thousand in derivative assets associated with foreign exchange contracts. As of March 31, 2007, we had contracted to purchase $10.0 million Canadian dollars to be delivered periodically through June 2007 at a purchase price which is no more than $8.8 million and no less than $8.3 million. We plan to continue to hedge our exposure to fluctuations in the Canadian dollar relative to the U.S. dollar, primarily through the use of forward purchase contracts.

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures.

As required by Rule 13a-15(b) under the Securities Exchange Act of 1934 (the “Exchange Act”), management, with the participation of our chief executive officer and interim chief financial officer, evaluated the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, our chief executive officer and interim chief financial officer concluded that our disclosure controls and procedures were effective as of March 31, 2007.

Changes in internal controls over financial reporting.

There was no change in our internal control over financial reporting that occurred during the quarter ended March 31, 2007, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

We and six of our present and former directors and officers have been named as defendants in West Palm Beach Firefighters’ Pension Fund v. StarTek, Inc., et al. (U.S. District Court, District of Colorado) filed on July 8, 2005, and John Alden v. StarTek, Inc., et al. (U.S. District Court, District of Colorado) filed on July 20, 2005. Those actions have been consolidated by the federal court. The consolidated action is a purported class action brought on behalf of all persons (except defendants) who purchased shares of our common stock in a secondary offering by certain of our stockholders in June 2004, and in the open market between February 26, 2003, and May 5, 2005 (the “Class Period”). The consolidated complaint alleges that the defendants made false and misleading public statements about us and our business and prospects in the prospectus for the secondary offering, as well as in filings with the SEC and in press releases issued during the Class Period, and that the market price of our common stock was artificially inflated as a result. The complaints allege claims under Sections 11 and 15 of the Securities Act of 1933 (the “Securities Act”), and under Sections 10(b) and 20(a) of the Exchange Act. The plaintiffs in both cases seek compensatory damages on behalf of the alleged class and award of attorneys’ fees and costs of litigation. We believe we have valid defenses to the claims and intend to defend the litigation vigorously. On May 23, 2006, we and the individual defendants moved the court to dismiss the action in its entirety. Two stockholder derivative lawsuits related to these aforementioned claims were also filed against various of our present and former officers and directors on November 16, 2005, and December 22, 2005, alleging breach of fiduciary duty, abuse of control, gross mismanagement, waste of corporate assets, and unjust enrichment. The derivative actions, which have been consolidated, name us as a nominal defendant. On April 18, 2006, we and the individually named defendants filed a motion to dismiss the derivative actions.

It is not possible at this time to estimate the possibility of a loss or the range of potential losses arising from these claims. We may, however, incur material legal fees with respect to our defense of these claims. The claims have been submitted to the carriers of our executive and organization liability insurance policies. The policies have primary and excess coverage that we believe will be adequate to defend this case and are subject to a retention for securities claims. These policies provide that we are responsible for the first $1.0 million in legal fees. As of May 1, 2007, we had incurred legal fees related to these suits of more than 90% of our $1.0 million deductible.

We have been involved from time to time in other litigation arising in the normal course of business, none of which is expected by management to have a material adverse effect on our business, financial condition or results of operations.

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Item 1a. Risk Factors

There have been no material changes in our risk factors from those disclosed in our 2006 Annual Report on Form 10-K.

Item 5. Other Information

On May 2, 2007, StarTek, Inc. (StarTek) and AT&T Services, Inc. (AT&T) entered into a Tier III Service Management Order and Statement of Work (“Tier III Service SOW”). The Tier III Service SOW authorizes StarTek to provide specified services to AT&T in exchange for fees as specified in the Tier III Service SOW. The Tier III Service SOW was effective as of April 1, 2007 and terminates on March 31, 2008, and is governed by the Master Agreement entered into on January 26, 2007, which is included as Exhibit 10.90 to this Form 10-Q.

Also on May 2, 2007, StarTek and AT&T entered into a High Speed Service Delivery Order and Statement of Work (“HSSD SOW”). The HSSD SOW was effective as of February 1, 2007 and terminates on March 31, 2008, and is governed by the Master Agreement entered into on January 26, 2007, which is included as Exhibit 10.90 to this Form 10-Q. The Tier III Service SOW authorizes StarTek to provide specified services to AT&T in exchange for fees as specified in the Tier III Service SOW. The HSSD SOW provides that AT&T will provide 30 days advance written notice to StarTek of any customer accounts to be transitioned or terminated in the event of expiration or termination of the HSSD SOW by either party.

On May 3, 2007, StarTek USA, Inc. (StarTek USA) and T-Mobile USA, Inc. (T-Mobile) entered into an Amendment No. 2 to the T-Mobile USA Service Partner Services Agreement dated August 1, 2005 and amended June 23, 2006. The Amendment provides, among other things, that in the event of termination, except when termination is a result of the failure of T-Mobile to pay undisputed invoices for services performed by StarTek USA, StarTek USA agrees to cooperate with T-Mobile to effectuate an orderly transition of the business and to provide services as stipulated in the exhibits to the contract pursuant to a schedule mutually agreeable to the parties for a reasonable period of time not to exceed 120 days from the date of termination.

Also on May 3, 2007, StarTek USA and T-Mobile entered into the Statement of Work — Smart Access/Pay in Advance (“T-Mobile SOW”) to the T-Mobile USA Service Partner Services Agreement dated August 1, 2005 and amended June 23, 2006 and May 3, 2007. The T-Mobile SOW authorizes StarTek to provide specified services to AT&T in exchange for fees as specified in the T-Mobile SOW. The T-Mobile SOW was effective as of April 1, 2007.

19

Item 6. Exhibits

Exhibit No.		Description
	10.78†	Employment Agreement between StarTek, Inc. and A. Laurence Jones (incorporated herein by reference to Form 8-K filed with the Securities and Exchange Commission on January 8, 2007).
	10.79†	Option Agreement between StarTek, Inc. and A. Laurence Jones (incorporated herein by reference to Form 8-K filed with the Securities and Exchange Commission on January 8, 2007).
	10.80†	Restricted Stock Agreement between StarTek, Inc. and A. Laurence Jones (incorporated herein by reference to Form 8-K filed with the Securities and Exchange Commission on January 8, 2007).
	10.81†	Separation Agreement by and between StarTek, Inc. and Steven D. Butler (incorporated herein by reference to Form 8-K filed with the Securities and Exchange Commission on January 23, 2007).
	10.84†	Amendment No. 5 to StarTek, Inc. Stock Option Plan (incorporated by reference to Form 10-K filed with the Securities and Exchange Commission on March 15, 2007).
	10.85&	Master Services Agreement between StarTek USA, Inc. and Cingular Wireless LLC (incorporated by reference to Form 10-K filed with the Securities and Exchange Commission on March 15, 2007).
	10.86	Amendment dated March 1, 2007, to Call Center Services Statement of Work between StarTek USA, Inc. and AT&T Mobility, LLC (f/k/a Cingular Wireless, LLC) (incorporated by reference to Form 10-K filed with the Securities and Exchange Commission on March 15, 2007).
	10.87	Confidential Severance Agreement and General Release by and between StarTek USA, Inc. and Steven R. Boyer (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on March 22, 2007).
	10.90&	Contact Call Center Agreement between StarTek, Inc. and AT&T Services, Inc.
	10.91&	Amendment No. 4 to LSSD Ordering and Provisioning Order by and between StarTek, Inc. and AT&T Services, Inc.
	10.92&	Amendment No. 2 to ACS Order by and between StarTek, Inc. and AT&T Services, Inc.
	10.93&	Amendment No. 5 to Nodal Voice Ordering and Provisioning Order by and between StarTek, Inc. and AT&T Services, Inc.
	10.94&	Prime Local Order by and between StarTek, Inc. and AT&T Corp.
	10.95&	General Authorization Work Order by and between StarTek, Inc. and AT&T Services, Inc.
	10.96	Offer letter for Susan L. Morse dated January 23, 2007.
	10.97	Offer letter for D. Michael Clayton dated February 14, 2007.
	10.98	Offer letter for Mary Beth Loesch dated January 23, 2007.
	31.1	Certification of A. Laurence Jones pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32.1	Written Statement of the Chief Executive Officer and Chief Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).

†	Management contract or compensatory plan or arrangement.
&	Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission.

20

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.

/s/ A. LAURENCE JONES	President, Chief Executive Officer and Interim Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)	Date: May 8, 2007
A. Laurence Jones
/s/ Sylvia A. Church	Vice President and Controller (Principal Accounting Officer)	Date: May 8, 2007
Sylvia A. Church

21

Exhibit Index

Exhibit No.		Description
	10.78†	Employment Agreement between StarTek, Inc. and A. Laurence Jones (incorporated herein by reference to Form 8-K filed with the Securities and Exchange Commission on January 8, 2007).
	10.79†	Option Agreement between StarTek, Inc. and A. Laurence Jones (incorporated herein by reference to Form 8-K filed with the Securities and Exchange Commission on January 8, 2007).
	10.80†	Restricted Stock Agreement between StarTek, Inc. and A. Laurence Jones (incorporated herein by reference to Form 8-K filed with the Securities and Exchange Commission on January 8, 2007).
	10.81†	Separation Agreement by and between StarTek, Inc. and Steven D. Butler (incorporated herein by reference to Form 8-K filed with the Securities and Exchange Commission on January 23, 2007).
	10.84†	Amendment No. 5 to StarTek, Inc. Stock Option Plan (incorporated by reference to Form 10-K filed with the Securities and Exchange Commission on March 15, 2007).
	10.85&	Master Services Agreement between StarTek USA, Inc. and Cingular Wireless LLC (incorporated by reference to Form 10-K filed with the Securities and Exchange Commission on March 15, 2007).
	10.86	Amendment dated March 1, 2007, to Call Center Services Statement of Work between StarTek USA, Inc. and AT&T Mobility, LLC (f/k/a Cingular Wireless, LLC) (incorporated by reference to Form 10-K filed with the Securities and Exchange Commission on March 15, 2007).
	10.87	Confidential Severance Agreement and General Release by and between StarTek USA, Inc. and Steven R. Boyer (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on March 22, 2007).
	10.90&	Contact Call Center Agreement between StarTek, Inc. and AT&T Services, Inc.
	10.91&	Amendment No. 4 to LSSD Ordering and Provisioning Order by and between StarTek, Inc. and AT&T Services, Inc.
	10.92&	Amendment No. 2 to ACS Order by and between StarTek, Inc. and AT&T Services, Inc.
	10.93&	Amendment No. 5 to Nodal Voice Ordering and Provisioning Order by and between StarTek, Inc. and AT&T Services, Inc.
	10.94&	Prime Local Order by and between StarTek, Inc. and AT&T Corp.
	10.95&	General Authorization Work Order by and between StarTek, Inc. and AT&T Services, Inc.
	10.96	Offer letter for Susan L. Morse dated January 23, 2007.
	10.97	Offer letter for D. Michael Clayton dated February 14, 2007.
	10.98	Offer letter for Mary Beth Loesch dated January 23, 2007.
	31.1	Certification of A. Laurence Jones pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32.1	Written Statement of the Chief Executive Officer and Chief Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).

†	Management contract or compensatory plan or arrangement.
&	Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission.

22

EX-10.90

EXHIBIT 10.90

Contact Center Agreement

No. 20070105.006.C

Between

Startek, Inc.

And

AT&T Services, Inc.

*  Material has been omitted pursuant to a request for confidential treatment and such material has been filed separately with the Securities and Exchange Commission. An asterisk within brackets denotes omissions.

Contact Call Center Agreement
Startek General Agreement

TABLE OF CONTENTS

1.0 Preamble	5
1.1 Preamble and Effective Date	5
1.2 Scope of Agreement	5
1.3 Term of Agreement	5
2.0 Definitions	5
2.1 Accept or Acceptance	5
2.2 Acceptance Date	5
2.3 Affiliate	6
2.4 Agreement	6
2.5 Call Center Services	6
2.6 Cancel or Cancellation	6
2.7 Deliver	6
2.8 CPI	6
2.9 Delivery Date	6
2.10 Documentation	6
2.11 Information	7
2.12 Laws	7
2.13 Liability	7
2.14 Material	7
2.15 Offshore Services	7
2.16 Order	7
2.17 Privacy Laws	7
“Privacy Laws” means Laws relating to data privacy, trans-border data flow or data protection.	7
2.18 SDN Blocked Persons List	7
2.19 Services	8
2.20 Specifications	8
2.21 Termination	8
2.22 Work	8
3.0 General Terms	8
3.1 Affiliate	8
3.2 Amendments and Waivers	8
3.3 Assignment	9
3.4 Cancellation and Termination	9
3.5 Codes of Conduct	10
3.6 Compliance with Laws	11
3.7 Government Contract Provisions	14
3.8 Conflict of Interest	14
3.9 Construction, Interpretation and Incidental Expenses	16
3.10 Cumulative Remedies	17
3.11 Delivery, Performance and Acceptance	17
3.12 Entire Agreement	17
3.13 Force Majeure	17
3.14 Governing Law	18

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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TABLE OF CONTENTS

3.15 Indemnity	18
3.16 Information	20
3.17 Infringement of Third Party Intellectual Property Rights	21
3.18 Insurance	22
3.19 Invoicing and Payment	24
3.20 Licenses and Patents	26
3.21 Limitation of Liability	26
3.22 MBE/WBE/DVBE (and Appendices):	26
3.23 MBE/WBE/DVBE Cancellation:	26
3.24 [*]	27
3.25 Non-Exclusive Market	28
3.26 Notices	28
3.27 Orderly Transition	29
3.28 Price	29
3.29 Publicity	30
3.30 Quality Assurance	30
3.31 Records and Audits	30
3.32 Representatives	30
3.33 Severability	31
3.34 Survival of Obligations	31
3.35 Taxes	31
3.36 Third Party Administrative Services	32
3.37 Title to Work Products	33
3.38 Warranty	34
3.39 Work Orders	35
4.0 Special Terms	36
4.1 Access	36
4.2 Background Check	36
4.3 AT&T Electronic Privacy Policy	37
4.4 Customer Contact	37
4.5 Electronic Data Interchange (EDI)	38
4.6 Ethical Guidelines	38
4.7 Fraud — Slamming & Cramming	39
4.8 Independent Contractor	39
4.9 Information — Customer	40
4.10 Inspection of Work	42
4.11 Notice of Release of Information or Breach of Security	42
4.12 Offshore Transfer or Processing of AT&T Data.	42
4.13 Previous Services for AT&T	43
4.14 Reimbursable Expenses	44
4.15 Requirements for Access to AT&T’s System(s) and/or Databases:	44
4.16 Ownership of Hardware and Software	44
4.17 Subcontractors	44
4.18 Work Done By Others	45

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

3

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Startek General Agreement

TABLE OF CONTENTS

Appendices	46
Appendix A — Description of Services and Deliverables	46
Appendix B — Price(s)	47
Appendix C — Prime Supplier MBE/WBE/DVBE Participation Plan	48
Appendix D — MBE/WBE/DVBE Results Report	51
Appendix E — Vendor Expense Policy — If Applicable	52
Appendix F — Additional Requirements	60
Appendix G — Worker Agreement	64
Appendix H — Quality Assurance Standards and Guidelines	67
Appendix I — Agreement Regarding Non-Employment Status with AT&T	73
Appendix AA — Background Checks	75
Exhibit A — AT&T Code of Conduct	79
Exhibit B — Texas Code of Conduct	81
Attachment 1. Business Continuity/Disaster Recovery Checklist	1

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

4

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1.0 Preamble

1.1 Preamble and Effective Date

This Agreement, effective on the date when signed by the last Party (“Effective Date”), is between Startek, Inc., a Delaware corporation (hereinafter referred to as “Supplier”), and AT&T Services, Inc., a Delaware corporation (hereinafter referred to as “AT&T”), each of which may be referred to in the singular as “Party” or in the plural as “Parties.”

1.2 Scope of Agreement

Subject to the terms and conditions of this Agreement, Supplier shall provide to AT&T the Material and Services described in Appendix A, pursuant to and in conformance with Orders submitted by AT&T. The maximum applicable price for the Material and Services is specified in Appendix B. Supplier agrees that the Material and Services shall strictly conform to the Specifications contained herein or in an Order.

1.3 Term of Agreement

a.

This Agreement is effective on the date the last Party signs and, unless Terminated or Canceled as provided in this Agreement, shall remain in effect for three (3) year(s) (the “Initial Term”).

b.

After the Initial Term, this Agreement shall continue on a month-to-month basis until Terminated by either Party upon thirty (30) days prior written notice to the other setting forth the effective date of such Termination. The Termination, Cancellation or expiration of this Agreement shall not affect the obligations of either Party to the other Party pursuant to any Order previously executed hereunder, and the terms and conditions of this Agreement shall continue to apply to such Order as if this Agreement were still in effect.

2.0 Definitions

2.1 Accept or Acceptance

“Accept” or “Acceptance” means AT&T’s acceptance of the Material or Services ordered by AT&T and provided by Supplier as specified in the Section entitled Delivery, Performance, and Acceptance. AT&T’s Acceptance shall occur no earlier than Supplier’s Delivery of Material and/or Services in strict compliance with the Specifications.

2.2 Acceptance Date

“Acceptance Date” means the date on which AT&T Accepts Services.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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2.3 Affiliate

“Affiliate” means (i) a company, whether incorporated or not, which owns, directly or indirectly, a majority interest in either Party (a “parent company”), and (ii) a company, whether incorporated or not, in which a five percent (5%) or greater interest is owned, either directly or indirectly, by: (i) either Party or (ii) a parent company.

2.4 Agreement

“Agreement” means the written agreement between the Parties as set forth in this document and the attached appendices and shall include the terms of such other documents as they are incorporated by express reference in this document and the attached appendices.

2.5 Call Center Services

“Call Center Services” means the following services, which may include, but not be limited to: inbound and outbound customer care service, technical support, order processing, account maintenance, Third Party Verification (“TPV”), Interactive Voice Response (“IVR”) and general inbound and outbound telemarketing.

2.6 Cancel or Cancellation

“Cancel” or “Cancellation” means the occurrence by which either Party puts an end to this Agreement or Orders placed under this Agreement for breach by the other and its effect is the same as that of “Termination” and, except as otherwise provided for herein, the canceling Party also retains any remedy for breach of the whole Agreement or any unperformed balance.

2.7 Deliver

“Deliver or Delivery” means Supplier’s obligation to provide Services that strictly conform to the Specifications. Supplier shall be deeded to have completed Delivery when it causes the Services to strictly conform to the Specifications.

2.8 CPI

"CPI” means customer proprietary information.

2.9 Delivery Date

“Delivery Date” means the date on which the Parties agree Supplier is scheduled in this Agreement or an Order to complete its Delivery.

2.10 Documentation

“Documentation” includes user and system manuals, training materials in machine readable or printed form, and Supplier’s written Specifications.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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2.11 Information

“Information” means all ideas, discoveries, documents, prints, tapes, disks, data programs, concepts, know-how, trade secrets, techniques, designs, specifications, drawings, sketches, models, manuals, samples, tools, computer programs, technical information, and other confidential business, customer or personnel information or data, whether provided orally, in writing, or through electronic or other means.

2.12 Laws

“Laws” shall have the meaning specified in the Section, Compliance with Laws.

2.13 Liability

“Liability” means all losses, damages, expenses, costs, penalties, fines, and fees, including reasonable attorneys’ fees and consulting fees, arising from or incurred in connection with a claim or cause of action related to performance or omission of acts under this Agreement or any Order, including, but not limited to, claims or causes of actions brought by third parties.

2.14 Material

“Material” means a unit of equipment, apparatus, components, tools, supplies, material, Documentation, or Software purchased or licensed hereunder by AT&T or provided by Supplier in connection with the Services provided hereunder.

2.15 Offshore Services

"Offshore Services” has the meaning given to it in Section 4.12.

2.16 Order

“Order” means such purchase orders, work orders, forms, memoranda or other written or electronic communications as may be delivered to Supplier for the purpose of ordering Material and Services hereunder.

2.17 Privacy Laws

“Privacy Laws” means Laws relating to data privacy, trans-border data flow or data protection.

2.18 SDN Blocked Persons List

"SDN Blocked Persons List” means the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the United States Department of the Treasury, as it is updated, or such other list of the United States as may replace, or be of similar subject matter to, the Specially Designated Nationals and Blocked Persons list.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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2.19 Services

“Service(s)” means any and all labor or service provided in connection with this Agreement or an applicable Order, including, but not limited to, consultation, engineering, installation, removal, maintenance, training, technical support, repair and Call Center Services. The term “Service” shall also include any Material, including any documentation, provided by Supplier in connection with providing the Services.

2.20 Specifications

“Specifications” means (i) Supplier’s applicable specifications and descriptions, including any warranty statements, and (ii) AT&T’s requirements, specifications, and descriptions specified in, or attached to, this Agreement or an applicable Order, which shall control over an inconsistency with Supplier’s specifications and descriptions.

2.21 Termination

“Termination” means the occurrence by which either Party, pursuant to the provisions or powers of this Agreement or laws and regulations, puts an end to this Agreement and/or Orders placed under this Agreement other than for breach. On Termination all executory obligations are discharged, but any right based on breach of performance survives except as otherwise provided herein.

2.22 Work

“Work” means all Material and Services, collectively, that Supplier is supplying pursuant to Orders placed under this Agreement.

3.0 General Terms

3.1 Affiliate

Supplier agrees that an Affiliate may place Orders with Supplier which incorporate the terms and conditions of this Agreement, and that the term “AT&T” shall be deemed to refer to an Affiliate, when an Affiliate places an Order with Supplier under this Agreement. An Affiliate will be responsible for its own obligations, including, but not limited to, all charges incurred in connection with such Order. The Parties agree that nothing in this Agreement will be construed as requiring AT&T to indemnify Supplier, or to otherwise be responsible, for any acts or omissions of an Affiliate, nor shall anything in this Agreement be construed as requiring an Affiliate to indemnify Supplier, or to otherwise be responsible, for the acts or omissions of AT&T.

3.2 Amendments and Waivers

This Agreement and any Orders placed hereunder may be amended or modified only through a subsequent written document signed by the Parties; provided that AT&T may, at any time, make changes to the scope of Work, and Supplier shall not unreasonably withhold or condition its consent. An equitable adjustment shall be made if such change substantially affects the time of performance or the cost of the Work to be performed under this Agreement. Such cost adjustment shall be made on the basis of the actual cost of the Work, unless otherwise agreed in writing. No course of dealing or failure of either Party to strictly enforce any term, right or condition of this Agreement shall be construed as a general waiver or relinquishment of such term, right or condition. A waiver by either Party of any default shall not be deemed a waiver of any other default.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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3.3 Assignment

Supplier shall not assign any right or interest under this Agreement or delegate or subcontract any Work or other obligation to be performed or owed under this Agreement without the prior written consent of AT&T. All Work performed by Supplier’s subcontractor(s) at any tier shall be deemed Work performed by Supplier.

Neither Party may assign, delegate, subcontract or otherwise transfer its rights or obligations under this Agreement, except with the prior written consent of the other Party; provided, however, that AT&T will have the right to assign this Agreement to any Affiliate without securing the consent of Supplier, and both Parties may assign their respective right to receive money due hereunder. Any assignment or transfer for which consent is required hereby and which is made without such consent will be void. It is expressly agreed that any assignment of money will be void if (i) the assignor fails to give the non-assigning Party at least thirty (30) days prior written notice, or (ii) the assignment imposes or attempts to impose upon the non-assigning Party additional costs or obligations in addition to the payment of such money, or (iii) the assignment attempts to preclude AT&T from dealing solely and directly with Supplier in all matters pertaining to this Agreement, or (iv) the assignment denies, alters or attempts to alter any of the non-assigning Party’s rights hereunder.

3.4 Cancellation and Termination

a. Cancellation:

1. If either Party fails to cure a material default under this Agreement or applicable Order within thirty (30) days after written notice, then, in addition to all other rights and remedies, the Party not in default may Cancel this Agreement and/or the Order under which the default occurred. Notwithstanding anything else in this Agreement, if the material default is a breach of the Compliance with Laws Section of this Agreement, the Party not in default may, upon providing written notice, Cancel the Agreement immediately. Additional provisions for Cancellation of Orders hereunder are set forth in this Agreement.

2. If Supplier is the Party in default, AT&T may Cancel any Orders which may be affected by Supplier’s default without any financial obligation or Liability on the part of AT&T whatsoever, except to pay for the value of any Materials and/or Services retained by AT&T. If AT&T elects to return any Material, or reject any Services, Supplier shall be responsible for, and shall reimburse AT&T for any cost incurred in connection with promptly returning Material and restoring AT&T’s site to its original condition. Supplier shall also promptly refund amounts, if any, previously paid by AT&T for such Material and/or Services. Upon removal and restoration and AT&T’s receipt of any such reimbursement and refund, title to any such Materials, which had previously passed to AT&T, shall revert to Supplier.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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b.	Termination:
	AT&T may Terminate this Agreement or any Order in whole or in part, at any time, upon written notice to Supplier. In such event, or if Supplier Cancels this Agreement or Order as a result of AT&T’s failure to cure a material default, AT&T shall pay Supplier its actual and direct costs incurred to provide the Materials and Services ordered by AT&T but no more than a percentage of the Services performed or Materials Delivered, less reimbursements, including salvage or resale value, of Materials or Services affected. If requested, Supplier agrees to substantiate such costs with proof satisfactory to AT&T. In no event shall AT&T’s Liability exceed the price of any Materials or Services Ordered hereunder, provided that AT&T shall have no Liability for Materials not specially manufactured for AT&T pursuant to any Order which is Terminated at least thirty (30) days prior to the Delivery Date. After the receipt of AT&T’s payment for any Services, Supplier shall deliver the physical embodiments, if any, of such Services. The foregoing statement of AT&T’s Liability states the entire Liability of AT&T and Supplier’s sole remedy for AT&T’s Termination for convenience, or Supplier’s Cancellation for material default.
c.	Partial Cancellation and Termination:
	Where a provision of this Agreement or the applicable Laws permit AT&T to Terminate or Cancel an Order, such Termination or Cancellation may, at AT&T’s option, be either complete or partial. In the case of a partial Termination or Cancellation AT&T may, at its option, accept a portion of the Materials or Services covered by an Order and pay Supplier for such Materials or Services at the unit prices set forth in such Order. The right to Cancel an Order shall also include the right to Cancel any other related Order.
d.	The Termination, Cancellation or expiration of this Agreement shall not affect the obligations of either Party to the other Party pursuant to any Order previously executed hereunder, and the terms and conditions of this Agreement shall continue to apply to such Order as if this Agreement were still in effect.

3.5 Codes of Conduct

a.	Supplier agrees to comply with AT&T’s Code of Conduct (“AT&T Code”), attached as Exhibit A. Further, for all contacts with consumer and/or businesses in Texas, Supplier agrees to comply with the Code of Conduct contained in the Texas Substantive Rules Applicable to Telecommunications Service Providers (“Texas Code”), attached as Exhibit B.
b.	Supplier further agrees that its officers, and all employees and agents (if any) with responsibility for any customer contact shall be trained on and agree in writing to be bound by the terms of the AT&T Code and the Texas Code of Conduct.
c.	Before allowing an employee or agent to make and customer contact on behalf of AT&T Texas, Supplier agrees to train each employee and agent on the provisions of the AT&T Code and the Texas Code, and to obtain signed acknowledgement by the employee and/or agent of his/her training on, review and understanding of the AT&T Code and the Texas Code.
d.	Employees and agents not selling to customers in Texas are not required to be trained on the Texas Code. Supplier will maintain employee- and agent-specific records of training, including dates trained and the identity of the trainer, and will provide AT&T Texas with copies of such records upon request. All training will be repeated annually for each employee and agent.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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e. Supplier shall not permit any employee to contact Texas consumers and/or businesses on behalf of AT&T Texas unless and until (s)he completes successfully all training. Supplier will ensure that its employees use Company scripting in all sales.

3.6 Compliance with Laws

a.	Compliance by Supplier. Supplier represents and warrants that, with respect to the provision of the Services and the performance of its other legal and contractual obligations hereunder, it is and shall be in compliance with all applicable Laws on the Effective Date and shall remain in compliance with such Laws for the entire term of this Agreement, including identifying and procuring applicable permits, certificates, approvals and inspections required under such Laws. If a charge of non-compliance by Supplier with any such Laws occurs, Supplier shall promptly notify AT&T of such charge. Notwithstanding anything to the contrary contained herein, Supplier shall at all times during the term of this Agreement provide the Services solely from geographic regions from which Supplier is permitted under United States Law to provide the Services and from which AT&T is permitted under United States Law to receive the Services.
b.	Compliance with FCC Docket No. 96-115. Notwithstanding and without limiting any other provisions of this Agreement, Supplier represents and warrants that, with respect to the provision of the Services and the performance of its other legal and contractual obligations hereunder, it shall be in compliance with any Laws based on 47 U.S.C. § 222 (including the rules and orders issued from Federal Communications Commission’s (“FCC”) CC Docket No. 96-115) and any Laws addressing similar subject matters, and shall remain in compliance with such Laws for the entire term of this Agreement, including identifying and procuring applicable permits, certificates, approvals and inspections required under such Laws.
c.	Compliance Data and Reports. Supplier shall provide AT&T with data and reports in Supplier’ possession necessary for AT&T to comply with all Laws applicable to the Services.
d.	Software, Equipment, Systems and Materials Compliance. Supplier covenants that the Software, Equipment, Systems and Materials owned, provided or used by Supplier in providing the Services are in compliance with all applicable Laws on the Effective Date and shall remain in compliance with such Laws for the entire term of this Agreement.
e.	Notice of Laws. Supplier shall notify AT&T of any Laws and changes in Laws applicable to the provision of the Services and shall identify the impact of such Laws and changes in Laws on Supplier’ performance and AT&T’s receipt and use of such Services. Supplier also shall maintain familiarity with the legal and regulatory requirements applicable specifically to the provision of telecommunication, data, information and other services by AT&T and the eligible recipients and shall bring additional or changed requirements to AT&T’s attention. Subject to its non-disclosure obligation under other customer contracts, Supplier shall make commercially reasonable efforts to obtain information regarding such requirements from other customer engagements and to communicate such information to AT&T in a timely manner. With respect to those Laws applicable to AT&T or the eligible recipients as providers of telecommunication, data, information, or other services, AT&T shall retain the right, in its sole discretion, to interpret and determine the impact of such Laws on the Services to be provided by Supplier. At AT&T’s request, Supplier Personnel shall participate in AT&T provided regulatory compliance training programs.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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f.	AT&T Notice of Laws. AT&T shall notify Supplier of any changes of Laws specific to the External Performance Measures as AT&T becomes aware of such changes of Laws and to the extent such notification was provided internally before the Commencement Date to the Transitioned Personnel or AT&T business units responsible for performing the services replaced by the Service in accordance with applicable related law.
g.	Changes in Laws. Supplier shall, at its own expense, comply with all Laws and changes in Laws (including Laws specifically applicable to AT&T or the eligible recipients as providers of telecommunication services to the extent Supplier receives notice of such Laws from AT&T or as otherwise provided in this Section 3.6) and shall implement upon AT&T approval any necessary modifications to the Services prior to the deadline imposed by the regulatory or governmental body having jurisdiction for such requirement or change.
h.	Compliance with Data Privacy Laws. Without limiting any other provisions of this Agreement, with respect to any AT&T Personal Data, Supplier shall comply with all Laws under applicable Privacy Laws (as well as Laws with respect to any CPNI or CPI). Supplier shall also provide AT&T with such assistance as AT&T may reasonably require to fulfill its responsibilities under the respective applicable Privacy Laws. In addition, Supplier shall comply with all applicable AT&T Privacy Policies, as amended from time to time. Such laws may be referenced at http://att.sbc.com/gen/privacy-policy?pid=2506.
i.	Compliance with Export Control Laws. The Parties expressly acknowledge their obligation to comply with all applicable Laws regarding export from the United States of computer hardware, software, technical data or derivatives thereof, as such Laws may be modified from time to time. In their respective performance of the activities contemplated under this Agreement, neither party will directly or indirectly export (or re-export) any computer hardware, software, technical data or derivatives of such hardware, software or technical data, or permit the shipment of same: (a) into any country to which the United States has embargoed goods; (b) to anyone on the U.S. Treasury Department’s List of Specially Designated Nationals, List of Specially Designated Terrorists or List of Specially Designated Narcotics Traffickers, or the U.S. Commerce Department’s Denied Parties List; or (c) to any country or destination for which the United States government or a United States governmental agency requires an export license or other approval for export without first having obtained such license or other approval. Each Party will reasonably cooperate with the other and will provide to the other promptly upon request any end-user certificates, affidavits regarding re-export or other certificates or documents as are reasonably requested to obtain approvals, consents, licenses and/or permits required for any payment or any export or import of products or services under this Agreement. To the extent within Supplier’ control, Supplier shall be responsible for, and shall coordinate and oversee, compliance with such export Laws in respect of such items exported or imported hereunder. This Section 3.6(i) shall not relieve Supplier of its obligation to perform the Services as provided herein, but such performance shall be undertaken in a manner complying with such Laws. Further, a change of any such Law shall not constitute a force majeure event pursuant to Section

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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3.13. The provisions of this Section 3.6(i) will survive the expiration or termination of this Agreement for any reason.

j.	FCPA Compliance. Without limiting any other provision of this Agreement, in all activities associated with the performance of the Services, Supplier shall perform in a manner consistent with the requirements of the FCPA. The FCPA prohibits the payment or offering anything of value to a government official or political party or candidate for the purpose of corrupting the exercise of an individual’s duties and attempting to influence that individual to provide or retain business. AT&T may, from time to time, in its sole discretion, require that Supplier sign a certification statement providing that, in performing the Services, (i) Supplier has complied with and will continue to comply with the FCPA; (ii) Supplier has not made or caused to be made any offer or payment, directly or indirectly, to any government official or political party or candidate; (iii) Supplier has otherwise engaged in no activity which would result in a violation by AT&T of the FCPA; and (iv) such other representation to AT&T as AT&T deems necessary to ensure compliance with the FCPA.
k.	Executive Order Compliance. Supplier’ obligation to comply with all Laws includes the procurement of permits, certificates, approvals, inspections and licenses, when needed, in the performance of this Agreement.
l.	Responsibility. Supplier shall be responsible for any fines or penalties imposed on Supplier, AT&T or the eligible recipients resulting from any failure of Supplier or its Subcontractors to comply with applicable Laws or respond in a timely manner to changes in such Laws.
m.	Termination. In the event that there is any change in Laws that results in AT&T incurring significantly increased charges in accordance with this Agreement or otherwise significantly affects Supplier’ ability to perform the Services, then AT&T may at its option terminate this Agreement by giving Supplier at least thirty (30) days prior notice and designating a date upon which such termination shall be effective. Supplier shall not be entitled to Termination for Convenience Charges in connection with a termination on this basis.
n.	Other Compliance. Notwithstanding the provisions further stated in this Agreement, Supplier is obligated to comply with the Federal Trade Commission (“FTC”) Telemarketing Sales Rules under §16CFR Part 310 as well as the FCC Telephone Consumer Protection Act (“TCPA”). Supplier agrees to follow all federal, state and local regulatory laws, rules and guidelines and shall notify AT&T immediately of any instances of noncompliance thereof.
o.	Indemnity. Supplier shall defend, indemnify and hold the AT&T harmless from and against any and all loss, cost, damage or liability, including but not limited to reasonable attorneys fees and costs, arising from or in connection with any failure of Supplier or any of its agents, contractors or subcontractors to so comply with any applicable law, tariff, rule or order. Supplier will notify AT&T of any lawsuit or any complaint, including any inquiry of any federal or state government agency, alleging any violation of or non-compliance with any law, tariff, rule or order including, but not limited to, the Telemarketing Rules. Any failure by Supplier or any of its agents, contractors or subcontractors to comply with any law, tariff, rule or order shall constitute a material breach of this Agreement and grounds for immediate Cancellation of this Agreement by AT&T.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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p. No Additional Charges. Supplier shall perform the obligations of Supplier under this Section 3.6 at no additional charge to AT&T.

3.7 Government Contract Provisions

a. To the extent that Supplier’s performance is subject to certain executive orders (including E.O. 11246 and E.O.13201) and statutes (including Section 503 of the Rehabilitation Act of 1973, as amended; the Vietnam Era Veteran’s Readjustment Assistance Act of 1974; and the Jobs for Veterans Act) pertaining to government contractors, Supplier shall:

1. comply with such executive orders and statutes, and their implementing regulations, as amended from time to time; and

2. fulfill the obligations of a contractor under the clauses incorporated by this Section.

b. This Section incorporates the following clauses:

1.	“Affirmative Action For Workers With Disabilities” (at 48 CFR 52.222-36);
2.	“Employment Reports On Special Disabled Veterans, Veterans Of The Vietnam Era, and Other Eligible Veterans” (at 48 CFR 52.222-37);
3.	“Equal Employment Opportunity” (at 48 CFR 52.522-26);
4.	“Equal Employment Opportunity Clause “ (at 41 CFR §60-1.4(a));
5.	“Equal Opportunity For Special Disabled Veterans And Veterans of the Vietnam Era” (at 41 CFR §60-250.5);
6.	“Equal Opportunity For Special Disabled Veterans, Veterans Of The Vietnam Era, And Other Eligible Veterans” (at 48 CFR 52.222-35);
7.	“Equal Opportunity For Workers With Disabilities” (at 41 CFR §60-741.5);
8.	“Notice Of Employee Rights Concerning Payment Of Union Dues Or Fees” (at 29 CFR § 470.2);
9.	“Notification Of Employee Rights Concerning Payment Of Union Dues Or Fees” (at 48 CFR 52.222-39).
10.	“Prohibition of Segregated Facilities” (at 48 CFR 52.522-21);
11.	“Small Business Subcontracting Plan” (at 48 CFR 52.219-9); and
12.	“Utilization Of Small Business Concerns” (at 48 CFR 52.219-8).

c. If an Order includes a statement that performance is intended for a government contract and incorporates additional government contracting provisions, Supplier shall also fulfill the obligations of a contractor or offeror under those additional provisions.

3.8 Conflict of Interest

a. In the event Supplier provides Services during the term of this Agreement to any person, firm or entity which provides Call Center Services, other than corporate affiliates of AT&T, including without limitation any telecommunications companies (local or long distance) or their affiliates, (“Competitors”), Supplier shall notify AT&T of such potential conflicts and shall pursue the following safeguards during the term of this Agreement.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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1. In the event Supplier operates out of more than one call center, any activities performed for a Competitor shall be performed out of a different call center from which Supplier is performing Call Center Services on behalf of AT&T. In the event Supplier operates out of one call center, Supplier shall ensure all personnel providing Services hereunder are physically segregated (through secured access) from personnel providing services on behalf of a Competitor.

In addition, Supplier agrees to perform the Work:

• With separate management structures on AT&T projects.

• In independent database facilities/MIS staff.

• Service representatives (“SR”) on AT&T’s projects shall not share break rooms with SRs on projects for other local and long-distance carriers, cable television service providers, internet service providers, DSL service providers, pager service providers, or cellular/wireless service providers.

• Both Supplier’s management and SR employees who worked on AT&T programs shall not work on competitive telemarketing for local or long distance carriers, cable television service providers, internet service providers, DSL service providers, pager service providers, or cellular/wireless service providers that is similar to the Services performed for AT&T, for a minimum of twelve (12) months upon completion of Services subject to this Agreement.

2.	Supplier shall initiate and maintain strict building security for the protection of AT&T’s information while in Supplier’s control and shall limit access to operating areas and information to those with a need for such access. Such security procedures shall be subject to inspection and approval by AT&T.
3.	No SR, supervisor or account manager having any staff or oversight role with respect to call center personnel performing services on behalf of a competitor may have any strategic or creative role with respect to Services performed on behalf of AT&T. No SR, supervisor, account manager having any staff or oversight role with respect to Call Center personnel performing services on behalf of AT&T may have any strategic or creative role with respect to Services performed on behalf of a Competitor.
4.	No information, including but not limited to information furnished to Supplier in connection with this Agreement and the request for proposal, shall be shared between Supplier’s Call Center personnel, managers, supervisors or executives who are involved both in this Agreement and Supplier’s agreement with a competing provider of telecommunications or telecommunications related services.
5.	All information regarding AT&T’s programs, performance, procedures, scripts, data and methodologies will be regarded as Confidential Information and shall not be shared with competing programs.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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b.

If at any time during the period of this Agreement Supplier fails to comply with the safe guards set forth in paragraph a above or if Supplier, its parent company or any of its affiliates seeks permission from the appropriate regulatory authority to offer or otherwise commences procedures to provide telecommunications services in competition with AT&T or any of its affiliates, Supplier shall immediately notify AT&T. Upon receipt of such notice AT&T may, at its sole reasonable discretion, terminate this Agreement without further notice or Liability to Supplier other than amounts due for services performed as of the effective termination date.

c.

Supplier represents and warrants that no officer, director, employee, or agent of AT&T has been or will be employed, retained or paid a fee, or otherwise has received or will receive any personal compensation or consideration, by or from Supplier or any of Supplier’s officers, directors, employees, or agents in connection with the obtaining, arranging, or negotiation of this Agreement or other documents entered into or executed in connection with this Agreement.

3.9 Construction, Interpretation and Incidental Expenses

a.	The language of this Agreement shall in all cases be construed simply, as a whole and in accordance with its fair meaning and not strictly for or against any Party. The Parties agree that this Agreement has been prepared jointly and has been the subject of arm’s length and careful negotiation. Each Party has been given the opportunity to independently review this Agreement with legal counsel and other consultants, and each Party has the requisite experience and sophistication to understand, interpret and agree to the particular language of the provisions. Accordingly, in the event of an ambiguity in or dispute regarding the interpretation of this Agreement, the drafting of the language of this Agreement shall not be attributed to either Party.
b.	Article, section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. The use of the word “include” shall mean “includes, but is not limited to.” The singular use of words shall include the plural and vice versa. All obligations and rights of the Parties are subject to modification as the Parties may specifically provide in an Order. “Services” and “Software” shall be treated as “goods” for purposes of applying the provisions of the Uniform Commercial Code (“UCC”). If there is an inconsistency or conflict between the terms in this Agreement and in an Order, the terms in the Order shall take precedence for that Order only.
c.	Except as expressly provided otherwise in this Agreement or in an Order, expenses that Supplier incurs in providing Material and/or performing Services as well as all of Supplier’s other obligations hereunder and the cost of all related products, equipment and work necessary for AT&T to use the Material and/or Services for their intended purpose are included in Supplier’s prices for such Materials and Services. Accordingly, in no event are such Supplier expenses or costs separately reimbursable by AT&T. Supplier shall immediately notify AT&T if Supplier knows or has reason to believe that AT&T has been or will be required, as a result of activity arising out of or related to this Agreement, by any court or administrative agency of the United States or any state or by any legal process, to respond to any subpoena, search warrant, discovery or other directive under the authority of such court, administrative agency or process in connection with any proceeding or investigation in which Supplier or any of its Affiliates, officers, directors, agents, employees, or subcontractors is involved. Whether or not such notice is given by Supplier, if AT&T is not a party to such proceeding, Supplier shall assist AT&T in AT&T’s attempt to reduce the burdens of compliance with any such directive, and, Supplier shall

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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reimburse any and all reasonable expenses incurred by AT&T and its Affiliates in complying with any such directive, including, but not limited to, attorneys’ fees, travel and lodging expenses and an hourly labor rate as determined by AT&T, in its sole discretion, to estimate consistent with Generally Accepted Accounting Principles and Practices (“GAAP”) the fully-loaded hourly compensation and benefits payable to employees or agents for all time spent by them in responding to such matters. If not reimbursed within thirty (30) days after AT&T’s invoice therefore, AT&T may deduct, set-off or recoup such expenses from any payments to Supplier under this Agreement or any other agreement with AT&T or its Affiliates.

3.10 Cumulative Remedies

Except as specifically identified as a Party’s sole remedy, any rights of Cancellation, Termination, Liquidated Damages or other remedies prescribed in this Agreement, are cumulative and are not exclusive of any other remedies to which the injured Party may be entitled. Neither Party shall retain the benefit of inconsistent remedies.

3.11 Delivery, Performance and Acceptance

Services performed by Supplier shall be deemed to be Accepted by AT&T when Services are performed to AT&T’s satisfaction. Payments, including progress payments, if any, shall not be construed as Acceptance of Services performed up to the time of such payments. AT&T shall notify Supplier of any Services considered to be unsatisfactory. Supplier shall, at no charge to AT&T, take prompt action to correct such unsatisfactory Services. If such unsatisfactory Services have not been corrected within a reasonable time (not to exceed [*] working days from date of notification), AT&T may, in addition to all other rights and remedies provided by law or this Agreement, Cancel this Agreement and/or any affected Order.

3.12 Entire Agreement

The terms contained in this Agreement and in any Orders, including all exhibits, appendices and subordinate documents attached to or referenced in this Agreement or in any Orders, constitute the entire integrated Agreement between Supplier and AT&T with regard to the subject matter contained herein. This Agreement supersedes all prior oral and written communications, agreements and understandings of the Parties, if any, with respect hereto. Acceptance of Material or Services, payment or any inaction by AT&T, shall not constitute AT&T’s consent to or Acceptance of any additional or different terms from those stated in this Agreement, except for terms in an Order inserted by AT&T and signed by both Parties. Estimates furnished by AT&T are for planning purposes only and shall not constitute commitments. Supplier covenants never to contend otherwise. No oral promises or statements have induced either Party to enter into this Agreement.

3.13 Force Majeure

a. A Party is excused from performing its obligations under this Agreement or any Order if, to the extent that, and for so long as:

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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	such Party’s performance is prevented or delayed by an act or event (other than economic hardship, changes in market conditions, insufficiency of funds, or unavailability of equipment and supplies) that is beyond its reasonable control and could not have been prevented or avoided by its exercise of due diligence; and
	such Party gives written notice to the other Party, as soon as practicable under the circumstances, of the act or event that so prevents such Party from performing its obligations.
b.	By way of illustration, and not by limitation, acts or events that may prevent or delay performance (as contemplated by this section) include: acts of God or the public enemy, acts of civil or military authority, terrorists acts, embargoes, epidemics, war, riots, insurrections, fires, explosions, earthquakes, floods, and labor disputes (even if AT&T is involved in the labor dispute).
c.	If Supplier is the Party whose performance is prevented or delayed, AT&T may elect to:

i.

Terminate, in whole or in part, the Agreement and the affected Order, without any liability to Supplier, or

ii.

suspend the Agreement and the affected Order or any part thereof for the duration of the delay; and (at AT&T’s option) obtain Material and Services elsewhere and deduct from any commitment, under such Agreement or Order, the quantity of the Material and Services obtained elsewhere or for which commitments have been made elsewhere; and resume performance under such Agreement or Order when Supplier resumes its performance; and (at AT&T’s option) extend any affected Delivery Date or performance date up to the length of time Supplier’s performance was delayed or prevented. If AT&T does not give any written notice, within thirty (30) days after receiving notice under this Section that Supplier’s performance has been delayed or prevented, this option (ii) will be deemed to have been selected.

3.14 Governing Law

This Agreement and its performance and all disputes between the Parties of any nature whatsoever arising out of or in connection with the subject matter hereof shall be governed by the Laws of the State of Texas exclusive of its choice of law provisions. The United Nations Convention on Contracts for the International Sales of Goods shall not apply to this Agreement

3.15 Indemnity

a. TO THE FULLEST EXTENT PERMITTED BY LAW, SUPPLIER SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS AT&T AND ITS AFFILIATES (INCLUDING THEIR EMPLOYEES, OFFICERS, DIRECTORS, AGENTS AND CONTRACTORS) AGAINST ANY LIABILITY ARISING FROM OR INCIDENTAL TO SUPPLIER’S OBLIGATIONS UNDER THIS AGREEMENT OR THE MATERIAL OR SERVICES PROVIDED BY SUPPLIER, INCLUDING (i) INJURIES TO PERSONS, INCLUDING DEATH OR DISEASE, (ii) DAMAGES TO PROPERTY, INCLUDING THEFT, (iii) SUPPLIER’S FAILURE TO COMPLY WITH ALL LAWS, AND (iv) LIENS ON AT&T’S PROPERTY.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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b.	IT IS THE INTENT OF THE PARTIES THAT THIS INDEMNITY APPLY REGARDLESS OF WHETHER OR NOT SUCH LIABILITY WAS CAUSED IN PART BY AT&T’S OWN NEGLIGENCE OR THAT OF THE OTHER PARTIES INDEMNIFIED UNDER THIS SECTION, EXCLUDING ONLY ANY LIABILITY ARISING FROM THE SOLE NEGLIGENCE OF AT&T. THIS INDEMNITY SHALL SURVIVE THE DELIVERY, INSPECTION AND ACCEPTANCE OF THE MATERIAL OR SERVICES.
c.	IF ANY SERVICES PERFORMED IN OHIO OR ANY OTHER STATE WHICH PROVIDES EMPLOYER IMMUNITY FROM EMPLOYEE CLAIMS UNDER WORKERS COMPENSATION STATUTES OR SIMILAR LAWS, STATUTES OR CONSTITUTIONAL PROVISIONS, IT IS EXPRESSLY AGREED THAT SUPPLIER HEREBY WAIVES ANY IMMUNITY FROM ITS OBLIGATIONS TO DEFEND, INDEMNIFY AND HOLD HARMLESS AT&T AND ITS AFFILIATES AGAINST ANY CLAIMS BY EMPLOYEES OF SUPPLIER, WHICH IMMUNITY WOULD OTHERWISE ARISE BY OPERATION OF SUCH LAW, STATUTE OR CONSTITUTIONAL PROVISION (In Ohio, Ohio Revised code 4123.74 and 4123.741 and Section 35, Article, II, Ohio Constitution).
d.	AT&T SHALL NOTIFY SUPPLIER WITHIN A REASONABLE PERIOD OF TIME OF ANY WRITTEN CLAIM, DEMAND, NOTICE OR LEGAL PROCEEDINGS (“CLAIM”) FOR WHICH SUPPLIER MAY BE RESPONSIBLE UNDER THIS INDEMNITY OBLIGATION. A DELAY IN NOTICE SHALL NOT RELIEVE SUPPLIER OF ITS INDEMNITY OBLIGATION, EXCEPT TO THE EXTENT SUPPLIER CAN SHOW IT WAS PREJUDICED BY THE DELAY.
e.	SUPPLIER SHALL ASSUME, AT ITS EXPENSE, THE SOLE DEFENSE OF THE CLAIM THROUGH COUNSEL SELECTED BY SUPPLIER AND SHALL KEEP AT&T FULLY INFORMED AS TO THE PROGRESS OF SUCH DEFENSE. UPON REASONABLE REQUEST OF SUPPLIER AND AT SUPPLIER’S EXPENSE, AT&T SHALL COOPERATE WITH SUPPLIER IN THE DEFENSE OF THE CLAIM. AT ITS OPTION AND EXPENSE, AT&T MAY RETAIN OR USE SEPARATE COUNSEL TO REPRESENT IT, INCLUDING IN-HOUSE COUNSEL. SUPPLIER SHALL MAINTAIN CONTROL OF THE DEFENSE, EXCEPT THAT IF THE SETTLEMENT OF A CLAIM WOULD ADVERSELY AFFECT AT&T, SUPPLIER MAY SETTLE THE CLAIM AS TO AT&T ONLY WITH ITS CONSENT, WHICH CONSENT SHALL NOT BE WITHHELD OR DELAYED UNREASONABLY. SUPPLIER SHALL PAY THE FULL AMOUNT OF ANY JUDGMENT, AWARD OR SETTLEMENT WITH RESPECT TO THE CLAIM AND ALL OTHER EXPENSES RELATED TO THE RESOLUTION OF THE CLAIM, INCLUDING COSTS, INTEREST AND REASONABLE ATTORNEYS’ FEES. IF AT&T IS REQUIRED TO TAKE ANY ACTION TO ENFORCE ITS INDEMNITY RIGHTS UNDER THIS AGREEMENT, OR TO ASSUME THE DEFENSE OF ANY CLAIM FOR WHICH IT IS ENTITLED TO RECEIVE AN INDEMNITY UNDER THIS AGREEMENT, BECAUSE OF SUPPLIER’S FAILURE TO PROMPTLY ASSUME SUCH DEFENSE, THEN AT&T MAY ALSO RECOVER FROM SUPPLIER ANY REASONABLE ATTORNEYS’ FEES (INCLUDING COST OF IN-HOUSE COUNSEL AT MARKET RATES FOR ATTORNEYS OF SIMILAR EXPERIENCE) AND OTHER COSTS OF ENFORCING ITS INDEMNITY RIGHTS OR ASSUMING SUCH DEFENSE.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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f. SUPPLIER AGREES NOT TO IMPLEAD OR BRING ANY ACTION AGAINST AT&T OR AT&T’S EMPLOYEES BASED ON ANY CLAIM BY ANY PERSON FOR PERSONAL INJURY OR DEATH THAT OCCURS IN THE COURSE OR SCOPE OF EMPLOYMENT OF SUCH PERSON BY SUPPLIER AND RELATES TO SUPPLIER’S PERFORMANCE UNDER THIS AGREEMENT.

3.16 Information

a.	During the course of this Agreement AT&T, may provide Supplier with information that AT&T wishes to be treated confidentially. “Confidential Information” means any information or data disclosed by AT&T (“Disclosing Party”) to Supplier (the “Recipient”) that (i) if in tangible form or other media that can be converted to readable form is clearly marked as confidential, proprietary or private when disclosed or (ii) if oral or visual, is identified as confidential, proprietary or private when disclosed and is summarized in a writing so marked and delivered within ten days following such disclosure.
b.	Confidential Information also includes any information, including, but not limited to data files, customer lists, correspondence and other records, and service availability, furnished to Supplier orally, visually or in writing under or in contemplation of this Agreement, or to which Supplier has access through performance of this Agreement including, without limitation, information maintained pursuant to Section, Retention of Records of Appendix F attached hereto.
c.	The terms Disclosing Party and Recipient include each Party’s corporate affiliates that disclose or receive Confidential Information. The rights and obligations of the parties hereto therefore also shall inure to such affiliates and may be directly enforced by or against such affiliates.
d.	The Recipient shall:

1. use the Confidential Information only for the purposes of this Agreement;

2. restrict disclosure of the Confidential Information to employees of the Recipient and its affiliates with a “need to know” and not disclose it to any other person or entity without the prior written consent of the Disclosing Party;

3. advise those employees who have access to the Confidential Information of their obligations with respect thereto; and

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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4. copy the Confidential Information only as necessary for those employees who are entitled to receive it, and ensure that all confidentiality notices are reproduced in full on such copies. For purposes of this Agreement, “employees” includes third parties retained by the parties for temporary administrative, clerical or programming support. A “need to know” means that the employee requires the Confidential Information to perform her or her responsibilities in connection with this Agreement.

e. The obligations of this section shall not apply to Confidential Information that the Recipient can demonstrate:

1.	is or becomes available to the public through no breach of this Agreement;
2.	was previously known by the Recipient without any obligation to hold it in confidence;
3.	is received from a third party free to disclose such information without restriction;
4.	is independently developed by the Recipient without the use of Confidential Information of the Disclosing Party;
5.	is approved for release by written authorization of the Disclosing Party, but only to the extent of such authorization;
6.	is required by law or regulation to be disclosed, but only to the extent and for the purposes of such required disclosure; or
7.	is disclosed in response to a valid order of a court of other governmental body of the United States or any political subdivisions thereof, but only to the extent of and for the purposes of such order, and only if the Recipient first notifies the Disclosing Party of the order and permits the Disclosing Party to seek an appropriate protective order.

f. Supplier agrees that an impending or existing violation of these confidentiality provisions would cause the Disclosing Party irreparable injury for which it would have no adequate remedy at law, and agree that the Disclosing Party shall be entitled to seek immediate injunctive relief prohibiting such violation, in addition to any other rights and remedies available to it.

3.17 Infringement of Third Party Intellectual Property Rights

a.

Supplier agrees to defend, indemnify and hold AT&T harmless from and against any Liability, including increased damages for willful infringement, that may result by reason of any infringement, or claim of infringement, of any trade secret, patent, trademark, copyright or other proprietary interest of any third party based on the normal use or installation of any Material or Services furnished to AT&T.

b.

Supplier represents and warrants that it has made reasonable independent investigation to determine the legality of its right to sell or license the Material or provide Services as specified in this Agreement.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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c. In addition to Supplier’s other obligations set forth in this Section, if an injunction or order is obtained against AT&T’s use of any Material or Service, or, if in Supplier’s opinion, any Material or Service is likely to become the subject of a claim of infringement, Supplier will, at its expense:

1. Procure for AT&T the right to continue using the Material or Service; or

2. After consultation with AT&T, replace or modify the Material or Service to make it a substantially similar, functionally equivalent, non-infringing Material or Service.

d.	If the Material or Service is purchased or licensed, and neither (c)(1) nor (c)(2), above, is possible, in addition to AT&T’s other rights, AT&T may Cancel the applicable Order and require Supplier to remove, or cause the removal and return of, such Material or Service from AT&T’s location and refund any charges paid by AT&T.
e.	In no event will AT&T be liable to Supplier for any charges after the date that AT&T no longer uses any Material or Service because of actual or claimed infringement.
f.	Supplier agrees to defend or settle, at its own expense, any action or suit for which it is responsible under this Section. AT&T agrees to notify Supplier promptly of any claim of infringement and cooperate in every reasonable way to facilitate the defense. Supplier shall afford AT&T, at its own expense and with counsel of AT&T’s choice, an opportunity to participate on an equal basis with Supplier in the defense or settlement of any such claim.

3.18 Insurance

a. With respect to Supplier’s performance under this Agreement, and in addition to Supplier’s obligation to indemnify, Supplier shall:

i. maintain the minimum insurance coverages and limits required by this Section and any additional insurance and/or bonds required by law.

1.	at all times during the term of this Agreement and until completion of all Work associated with this Agreement, whichever is later; and
2.	with respect to any coverage maintained in a “claims-made” policy, for two (2) years thereafter;

ii.

require each subcontractor that may perform Work under this Agreement or enter upon the Work site to maintain the same coverages and limits listed in this Section from the time when the subcontractor begins Work, throughout the term of the subcontractor’s Work and, with respect to any coverage maintained on a “claims-made” policy, for two (2) years thereafter;

iii.

procure the required insurance from an insurance company eligible to do business in the State where Work will be performed and having and maintaining a Financial Strength Rating of “A” or better and a Financial Size Category of “VIII” or better, as rated in the A.M. Best Key Rating Guide for Property and Casualty Insurance Companies, except that, in the case of Workers’ Compensation insurance, Supplier may procure insurance from the state fund of the state where Work is to be performed; and

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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iv. deliver to AT&T certificates of insurance stating the types of insurance and policy limits, with a cancellation clause amended to read as follows: “The issuing company will endeavor to provide at least 30 days advance written notice of cancellation or non-renewal to AT&T”. Supplier shall deliver such certificates:

1.	prior to commencement of any Work;
2.	prior to expiration of any insurance policy required in this Section; and
3.	for any coverage maintained on a “claims-made” policy, for two years following the term of this Agreement or completion of all Work associated with this Agreement, whichever is later.

b. The insurance coverage required by this Section includes:

i.	Workers’ Compensation insurance with benefits afforded under the laws of the state in which the Work is to be performed and Employers Liability insurance with minimum limits of:
	$1,000,000 for Bodily Injury — each accident $1,000,000 for Bodily Injury be disease — policy limits $1,000,000 for Bodily Injury by disease — each employee To the fullest extent allowable by law, the policy must include a waiver of subrogation endorsed in favor of AT&T, its Affiliates, and their directors, officers and employees.
	Commercial General Liability insurance written on Insurance Services Office (ISO) Form CG 00 01 10 01 or later, with minimum limits of:
	$2,000,000 General Aggregate limit $1,000,000 each occurrence limit for all bodily injury or property damage incurred in any one (1) occurrence $1,000,000 each occurrence limit for Personal Injury and Advertising Injury $2,000,000 Products/Completed Operations Aggregate limit $1,000,000 each occurrence limit for Products/Completed Operations
ii.	The total limit may be met with any combination of primary and Umbrella/Excess Liability limits. The Commercial General Liability insurance policy must:

1.	be endorsed to include AT&T, its Affiliates, and their directors, officers, and employees as Additional Insureds. Supplier shall provide a copy of the Additional Insured endorsement to AT&T prior to Work being performed. A copy of the Additional Insured endorsement must be provided at each Commercial General Liability policy renewal;
2.	include a waiver of subrogation endorsed in favor of AT&T, its Affiliates, and their directors, officers and employees; and
3.	be primary and non-contributory with respect to any insurance or self-insurance that is maintained by AT&T.

iii.	Automobile Liability insurance with minimum limits of $1,000,000 combined single limit per accident for bodily injury and property damage, extending to all owned, hired, and non-owned vehicles.
iv.	Fidelity or Crime insurance with minimum limits of $1,000,000 each occurrence.
v.	Professional Liability (Errors & Omissions) insurance with minimum limits of $1,000,000 each wrongful act.
vi.	Internet Liability and Network Protection (Cyberrisk) insurance with minimum limits of $1,000,000 each wrongful act.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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3.19 Invoicing and Payment

a.	Except as otherwise specified in an Order, Supplier shall be compensated in accordance with the terms and at the rates specified in Appendix B, Price(s), attached hereto. Supplier shall render an invoice every month for each month on or before the fifth (5th) business day after the end of the prior month for hours worked during that prior month. Each invoice shall provide numbers of hours Services were performed during the month, the hourly rate (or other applicable rate as agreed to by the parties in writing) and shall be supported by detailed reports as required hereunder. Invoices shall separately itemize all charges, including those not otherwise covered by the hourly rate (including, but not limited to, clerical or administrative charges), and the number of hours billed to AT&T by month, with a description of the activities performed during that month.
b.	AT&T shall pay all properly rendered invoices 1%/ten net forty five days of receipt. If AT&T disputes an invoice, it shall pay the undisputed portion in a timely fashion but shall not be obligated to pay the disputed portion until the parties have resolved the dispute. AT&T’s failure to pay the undisputed portion in a timely fashion shall not be deemed a waiver of its right to contest the disputed charges.
c.	Supplier shall have thirty (30) days from the date a payment is sent to the Supplier, to notify AT&T, in writing, of any inaccuracies in the payment, including sufficient back-up information for AT&T’s consideration. If AT&T does not receive notification within such thirty (30) day period, Supplier may not thereafter make any claim for a payment that was not identified.
d.	Supplier shall mail invoice(s) with copies of any supporting documentation as may be required, including but not necessarily limited to, Order detail, Order Number, and Purchase Order Number to enable AT&T to readily verify that invoiced amounts reflect work performed against said Order, Order Number, and Purchase Order Number. The Material and Services shall be delivered free from all claims, liens, and charges whatsoever.
e.	AT&T shall not pay for any travel or miscellaneous expenses incurred by Supplier in its performance of its obligations under this Agreement unless prior written agreement is provided to Supplier by AT&T. In such event, Supplier shall comply with the section 4.14 Reimbursable Expenses. AT&T does not commit to any quantity or volume of Services during the term of this Agreement.
f.	AT&T may deduct any setoff or recoupment claims that it or its Affiliates may have against Supplier from amounts due or to become due to Supplier, whether under this Agreement or otherwise. Supplier shall pay any amount due to AT&T or its Affiliates that is not applied against the invoiced amounts within thirty (30) days after written demand by AT&T.
g.	If an Order or an Appendix specifies that Supplier may submit invoices for progress payments prior to Acceptance, Supplier is permitted to submit invoices at the end of each month and AT&T will make progress payments to the Supplier at [*] day intervals. Such progress payments shall not exceed [*] percent ([*]%) of satisfactorily completed Work at the time of billing, as determined by AT&T. Supplier agrees to use such progress payments for expenses incurred for Services or Material used in performance of the Order for AT&T.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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h.

Supplier agrees to accept standard, commercial methods of payment and evidence of payment obligation including, but not limited to credit card payments, Purchasing Cards, AT&T’s purchase orders, and electronic fund transfers, in connection with the purchase of the Services.

i.

Each month, Company shall be entitled to the discounts shown in the table below, based on the cumulative value of all work performed by Contractor during the month for all Orders issued under this Agreement. Any discounts shall be submitted as a separate credit memo to be issued against the applicable Order in which the credit applies and must be issued by the end of the month in which the invoice was issued. If no further payments are owed to Contractor under an applicable Order that is either cancelled, terminated or expired, and a credit is still owed, Contractor shall issue a check to Company for such credit within thirty (30) days after such termination or expiration.

Monthly Value of Work
Performed by Contractor	Monthly Volume
($M)	Discount
[*]	[*]
[*]	[*]
[*]	[*]
[*]	[*]
[*]	[*]
[*]	[*]
[*]	[*]
[*]	[*]
[*]	[*]
[*]	[*]

Example of discount:

Value of work performed by Contractor for all Orders issued under this Agreement for January was $[*]; based on the above chart, Company shall be entitled to a [*]% credit for all such Orders. Therefore, Contractor shall issue credits memos in the month of February for each such Orders (e.g. value of work performed under Order No. 20020124.5.S.6/ PO149992 was $[*], therefore, Contractor shall issue a credit memo under PO149992 in the amount of $[*] ($[*] x [*]%); value of work performed under Order No. 20020124.5.S.5/ PO150008 was $[*], therefore, Contractor shall issue a credit memo under PO150008 in the amount of $[*] ($[*] x [*]%), etc.

For purposes of tracking applicable discounts, Contractor shall submit a [*] report by no later than the [*], via email, to Company’s Contract Manager, [*] and the Technical Representative designated in the Order, or such other person(s) as Company may designate in writing. Such report shall contain a Monthly Summary of Discounts by Month/Year; Dollar Value of Work Performed, Volume Discount%, and Credit/Discount Amount applied to each program. . Company’s reserves the right to alter the method in which these discounts will be administered.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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3.20 Licenses and Patents

No licenses, expressed or implied, under any patents, copyrights, trademarks or other intellectual property rights are granted by AT&T to Supplier under this Agreement.

3.21 Limitation of Liability

AT&T will not be liable for consequential, incidental, special or punitive damages, or for loss of revenue or profit in connection with the performance or failure to perform this Agreement, regardless of whether such Liability arises from breach of contract, tort or any other theory.

3.22 MBE/WBE/DVBE (and Appendices):

a.

Supplier commits to goals for the participation of MBE/WBE and DVBE firms (as defined in the Section entitled “MBE/WBE/DVBE Cancellation”) as follows: [*] percent ([*]%) annual MBE participation; [*] percent ([*]%) annual WBE participation; and [*] percent ([*]%) annual DVBE participation. These goals apply to all annual expenditures by any entity pursuant to this Agreement with Supplier.

b.

Attached hereto and incorporated herein as Appendix C is Supplier’s completed Participation Plan outlining its MBE/WBE/DVBE goals and specific and detailed plans to achieve those goals. Supplier will submit an updated Participation Plan annually by the first week in January. Supplier will submit MBE/WBE/DVBE Results Reports [*] by the end of [*], using the form attached hereto and incorporated herein as Appendix D. Participation Plans and Results Reports will be submitted to AT&T’s Prime Supplier Program Manager.

3.23 MBE/WBE/DVBE Cancellation:

a.

Supplier agrees that falsification or misrepresentation of, or failure to report a disqualifying change in, the MBE/WBE/DVBE status of Supplier or any subcontractor utilized by Supplier, or Supplier’s failure to comply in good faith with any MBE/WBE/DVBE utilization goals established by Supplier, or Supplier’s failure to cooperate in any investigation conducted by AT&T, or by AT&T’s agent, to determine Supplier’s compliance with this Section, will constitute a material breach of this Agreement. In the event of any such breach, AT&T may, at its option, Cancel this Agreement upon thirty (30) days notice. Supplier acknowledges and agrees that AT&T’s right to Cancel is absolute and unconditional, and AT&T shall not be subject to Liability, nor shall Supplier have any right to suit for damages as a result of such Cancellation.

b.

For purchases under this Agreement by AT&T California, AT&T California affiliates, and any other entity operating principally in California (collectively “California Affiliates”), Minority and Women Business Enterprises (MBEs/WBEs) are defined as businesses which satisfy the requirements of paragraph d. below and are certified as MBEs/WBEs by the California Public Utilities Commission Clearinghouse (“CPUC-certified”).

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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c.	For purchases under this Agreement by any entity that is not a California Affiliate, MBEs/WBEs are defined as businesses which satisfy the requirements of paragraph d. below and are either CPUC-certified or are certified as MBEs/WBEs by a certifying agency recognized by AT&T.
d.	MBEs/WBEs must be at least fifty-one percent (51%) owned by a minority individual or group or by one or more women (for publicly-held businesses, at least fifty-one percent (51%) of the stock must be owned by one or more of those individuals), and the MBEs/WBEs’ management and daily business operations must be controlled by one or more of those individuals, and these individuals must be either U.S. citizens or legal aliens with permanent residence status. For the purpose of this definition, minority group members include male or female Asian Americans, Black Americans, Filipino Americans, Hispanic Americans, Native Americans (i.e., American Indians, Eskimos, Aleuts and Native Hawaiians), Polynesian Americans, and multi-ethnic (i.e., any combination of MBEs and WBEs where no one specific group has a fifty-one percent (51%) ownership and control of the business, but when aggregated, the ownership and control combination meets or exceeds the fifty-one percent (51%) rule). “Control” in this context means exercising the power to make policy decisions. “Operate” in this context means actively involved in the day-to-day management of the business and not merely acting as officers or directors.
e.	For purchases under this Agreement by California Affiliates, Disabled Veteran Business Enterprises (DVBEs) are defined as business concerns that satisfy the requirements of paragraph g. below and are certified as DVBEs by the California State Office of Small and Minority Business (OSMB). The DVBE must be a resident of the State of California, and must satisfy the requirements of paragraph g. below.
f.	For purchases under this Agreement by any entity that is not a California Affiliate, DVBEs are defined as any business concern that satisfies the requirements of paragraph g. below and is either a defined DVBE for purchases by California Affiliates, or is certified as a DVBE by a certifying agency recognized by AT&T.
g.	The DVBE must be (i) a non publicly-owned enterprise at least fifty-one percent (51%) owned by one or more disabled veterans; or (ii) a publicly-owned business in which at least fifty-one percent (51%) of the stock is owned by one or more disabled veterans; or (iii) a subsidiary which is wholly owned by a parent corporation, but only if at least fifty-one percent (51%) of the voting stock of the parent corporation is owned by one or more disabled veterans; or (iv) a joint venture in which at least fifty-one percent (51%) of the joint venture’s management and control and earnings are held by one or more disabled veterans. In each case, the management and control of the daily business operations must be by one or more disabled veterans. A disabled veteran is a veteran of the military, naval or air service of the United States with a service-connected disability. “Management and control” in this context means exercising the power to make policy decisions and actively involved in the day-to-day management of the business and not merely acting as officers or directors.

3.24 [*]

[*]

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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3.25 Non-Exclusive Market

It is expressly understood and agreed that this Agreement does not grant Supplier an exclusive privilege to provide to AT&T any or all Material and Services of the type described in this Agreement, nor does it require AT&T to purchase or license any Material or Services. It is understood, therefore, that AT&T may contract with other manufacturers and suppliers for the procurement or trial of comparable Material and Services and that AT&T may itself perform the Services described herein.

3.26 Notices

a. Each Party giving or making any notice, consent, request, demand, or other communication (each, a “Notice”) pursuant to this Agreement must give the Notice in writing and use one of the following methods, each of which for purposes of this Agreement is a writing: in person; first class mail with postage prepaid; Express Mail, Registered Mail, or Certified Mail (in each case, return receipt requested and postage prepaid); internationally recognized overnight courier (with all fees prepaid); facsimile; or email. If notice is given by e-mail, it must be confirmed by a copy sent by any one of the other methods. Each Party giving Notice shall address the Notice to the appropriate person (the “Addressee”) at the receiving Party at the address listed below:

To:	Startek, Inc. 44 Cook Street, Suite 400 Denver, Colorado 80218 Attn: [*], President, CEO and acting Chief Financial Officer Phone: [*] Email: [*]
To:	AT&T Services, Inc. One AT&T Way Bedminster, NJ 07921 Attn: [*] Phone: [*] Email: [*]

b. A Notice is effective only if the Party giving notice has complied with the foregoing requirements of this Section and the Addressee has received the notice. A Notice is deemed to have been received as follows:

1.	If a Notice is delivered by first class mail, five (5) days after deposit in the mail;
2.	If a Notice is furnished in person, or sent by Express Mail, Registered Mail, or Certified Mail, or internationally recognized overnight courier, upon receipt as indicated by the date on the signed receipt;

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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3. If a Notice is sent by facsimile, upon receipt, by the Party giving or making the Notice, of an acknowledgment or transmission report generated by the machine from which the facsimile was sent, indicating that the facsimile was sent in its entirety to the Addressee’s facsimile number; and

4. If a Notice is sent by e-mail, upon successful transmission to the receiving machine, if such Notice is sent in time to allow it to be accessible by the Addressee before the time allowed for giving such notice expires, and a confirmation copy is sent by one of the other methods.

c. The addresses and facsimile and telephone numbers to which notices or communications may be given to the Addressees of either Party may be changed by written notice given by such Party to the other pursuant to this Section.

3.27 Orderly Transition

In the event of expiration, Cancellation or Termination of this Agreement or Order, in whole or in part, wherein all or some portion of the Work will be performed by AT&T itself or elsewhere, Supplier agrees to provide its full cooperation in the orderly transition of the Work to AT&T or elsewhere, including, but not necessarily limited to packing and preparing for shipment any materials or other inventory to be transferred, provision of reports, files and similar media necessary for continuation of the Work transferred, continuation of Work at reducing levels if necessary during a transition period and at reduced levels if Work is transferred in part. Prices for additional Work such as packing and preparation for shipment, and revision of prices resulting from revised volumes, if necessary, shall be proposed by Supplier and shall be mutually agreed upon by the parties.

3.28 Price

a.

Material and Services shall be furnished by Supplier in accordance with the prices set forth in Appendix B, attached hereto and made a part hereof, pursuant to a signed Order, or pursuant to firm prices which are quoted by Supplier for such Material and Services, whichever price is lower. The prices for all Material and Services in Appendix B are subject to change only in accordance with this Agreement, which changes must be in writing and signed by both Parties. If Supplier at any time makes a general price decrease, Supplier shall promptly notify AT&T in writing and extend such decrease to AT&T effective on the date of such general price decrease. The prices in Appendix B are not subject to increase during the Initial Term of this Agreement.

b.

After the first 12 months of the Initial Term of this Agreement, and each subsequent 12 month. period thereafter, Supplier commits to proactively, through improved processes, supply line economies and other cost reduction methods, [*] for Material and Services as provided hereunder to AT&T, by at least [*] percent ([*]%) each year. The Parties shall measure such [*] by comparing the prices specified in Appendix B for the current 12 months. term to the total prices for the previous 12 month term.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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3.29 Publicity

Supplier shall not use AT&T’s or its Affiliates’ names or any language, pictures, trademarks, service marks or symbols which could, in AT&T’s judgment, imply AT&T’s or its Affiliates’ identity or endorsement by AT&T, its Affiliates or any of its employees in any (i) written, electronic or oral advertising or presentation or (ii) brochure, newsletter, book, electronic database or other written matter of whatever nature, without AT&T’s prior written consent (hereafter the terms in subsections (i) and (ii) of this Section shall be collectively referred to as “Publicity Matters”). Supplier will submit to AT&T for written approval, prior to publication, all Publicity Matters that mention or display AT&T’s or its Affiliates’ names, trademarks or service marks, or that contain any symbols, pictures or language from which a connection to said names or marks may be inferred or implied.

3.30 Quality Assurance

Quality assurance requirements may be set forth in an Order. Supplier will monitor each employee a minimum of [*] sessions per [*]. A session is defined as three (3) calls monitored. Remote voice monitoring needs to be available to AT&T upon request at any time. This monitoring will be the responsibility of Supplier to provide.

3.31 Records and Audits

Supplier agrees that it shall:

a.	Maintain complete and accurate records related to the Material and Services provided by Supplier to AT&T, including records of all amounts billable to and payments made by AT&T in accordance with Generally Accepted Accounting Principles and Practices, uniformly and consistently applied in a format that will permit audit;
b.	Retain such records and reasonable billing detail for a period of at least three (3) years from the date of final payment for Material and Services;
c.	Provide reasonable supporting documentation to AT&T concerning any disputed invoice amount within thirty (30) calendar days after receipt of written notification of such dispute; and
d.	Permit AT&T and its authorized representatives to inspect and audit during normal business hours the charges invoiced to AT&T. Should AT&T request an audit, Supplier will make available any pertinent records and files to AT&T during normal business hours at no additional charge.

3.32 Representatives

AT&T’s Agreement Representative is Kathy Holzer-Muniz or such other persons as may be designated in writing by AT&T from time to time. Supplier’s Representative is Chris Paoletti CONTACT or such other person as may be designated in writing by Supplier from time to time. Supplier shall provide a single point of contact to resolve any billing disputes.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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3.33 Severability

If any provision of this Agreement is held invalid or unenforceable, such invalidity or non-enforceability shall not invalidate or render unenforceable any other portion of this Agreement. The entire Agreement will be construed as if it did not contain the particular invalid or unenforceable provision(s), and the rights and obligations of Supplier and AT&T will be construed and enforced accordingly.

3.34 Survival of Obligations

Obligations and rights in connection with this Agreement, which by their nature would continue beyond the Termination, Cancellation or expiration of this Agreement, including, but not limited to, those in the Sections entitled “Compliance with Laws,” “Indemnity,” “Independent Contractor,” “Information,” “Information-Customer”, “Insurance,” “Infringement of Third Party Intellectual Property Rights” “Publicity,” “Severability,” and “Warranty,” will survive the Termination, Cancellation or expiration of this Agreement.

3.35 Taxes

a.	Supplier may invoice AT&T the amount of any federal excise taxes or state or local sales taxes imposed upon the sale of Material or provision of Services as separate items, if applicable, listing the taxing jurisdiction imposing the tax. Installation, labor and other non-taxable charges must be separately stated. AT&T agrees to pay all applicable taxes to Supplier which are stated on and at the time the Material or Service invoice is submitted by Supplier. Supplier agrees to remit taxes to the appropriate taxing authorities. Supplier agrees that it will honor properly prepared retail sales tax exemption certificates, which AT&T may submit, pursuant to the relevant Sales/Use tax provisions of the taxing jurisdictions.
b.	Supplier agrees to pay, and to hold AT&T harmless from and against, any penalty, interest, additional tax, or other charge that may be levied or assessed as a result of the delay or failure of Supplier, for any reason, to pay any tax or file any return or Information required by law, rule or regulation or by this Agreement to be paid or filed by Supplier. Supplier agrees to pay and to hold AT&T harmless from and against any penalty or sanction assessed as a result of Supplier doing business with any country subject to U.S. trade restrictions.
c.	Following the issuance of an Order, Supplier shall within twenty (20) days (but in no event later than two (2) weeks before commencement of Work under the applicable Order) present AT&T a schedule of taxes and fees that Supplier proposes to collect from AT&T. Upon AT&T’s request, the Parties shall consult with respect to the basis and rates upon which Supplier shall pay any taxes or fees for which AT&T is obligated to reimburse Supplier under this Agreement. If AT&T determines that in its opinion any such taxes or fees are not payable, or should be paid on a basis less than the full price or at rates less than the full tax rate, Supplier shall make payment in accordance with such determinations and AT&T shall be responsible for such determinations. If collection is sought by the taxing authority for a greater amount of taxes than that so determined by AT&T, Supplier shall promptly notify AT&T. Supplier shall cooperate with AT&T in contesting such determination, but AT&T shall be responsible and shall reimburse

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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	Supplier for any tax, interest, or penalty in excess of its determination. If AT&T desires to contest such collection, AT&T shall promptly notify Supplier. If AT&T determines that in its opinion it has reimbursed Supplier for sales or use taxes in excess of the amount which AT&T is obligated to reimburse Supplier, AT&T and Supplier shall consult to determine the appropriate method of recovery of such excess reimbursements. Supplier shall credit any excess reimbursements against tax reimbursements or other payments due from AT&T if and to the extent Supplier can make corresponding adjustments to its payments to the relevant tax authority. At AT&T’s request, Supplier shall timely file any claims for refund and any other documents required to recover any other excess reimbursements, and shall promptly remit to AT&T all such refunds and interest received.
d.	If any taxing authority advises Supplier that it intends to audit Supplier with respect to any taxes for which AT&T is obligated to reimburse Supplier under this Agreement, Supplier shall (i) promptly so notify AT&T, (ii) afford AT&T an opportunity to participate on an equal basis with Supplier in such audit with respect to such taxes and (iii) keep AT&T fully informed as to the progress of such audit. Each Party shall bear its own expenses with respect to any such audit, and the responsibility for any additional tax, penalty or interest resulting from such audit shall be determined in accordance with the applicable provisions of this Section. Supplier’s failure to comply with the notification requirements of this Section shall relieve AT&T of its responsibility to reimburse Supplier for taxes only if Supplier’s failure materially prejudiced AT&T’s ability to contest imposition or assessment of those taxes.
e.	In addition to its rights under subsection d. above with respect to any tax or tax controversy covered by this Section, AT&T will be entitled to contest, pursuant to applicable law and tariffs, and at its own expense, any tax previously billed that it is ultimately obligated to pay. AT&T will be entitled to the benefit of any refund or recovery of amounts that it had previously paid resulting from such a contest. Supplier will cooperate in any such contest, provided that all costs and expenses incurred in obtaining a refund or credit for AT&T shall be paid by AT&T.
f.	If either Party is audited by a taxing authority or other governmental entity, the other Party agrees to reasonably cooperate with the Party being audited in order to respond to any audit inquiries in an appropriate and timely manner, so that the audit and any resulting controversy may be resolved expeditiously.

3.36 Third Party Administrative Services

Supplier acknowledges that a third party vendor will be performing certain administrative functions associated with this Agreement pursuant to a contract between AT&T and the third party vendor. These administrative functions include, but are not limited to the following:

a.	Tracking of certificates of insurance
b.	Providing financial analysis
c.	Verifying supplier diversity certification
d.	Supplier profile information

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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Supplier agrees to cooperate with such third party vendor to facilitate its performance of these administrative functions, including Supplier’s provision of data requested from time to time by the third party vendor. Further, notwithstanding any other provision of this Agreement, Supplier agrees that AT&T may provide to such third party vendor confidential Information regarding Supplier, subject to confidentiality obligations. Supplier agrees to pay the third party vendor an annual fee for the performance of these administrative functions, which annual fee shall not exceed [*] dollars and a one time set-up fee of [*] Dollars ($[*]).

3.37 Title to Work Products

a.	All right, title and interest in and to all tangible and intangible Work and Work products developed or produced under this Agreement by or on behalf of Supplier for AT&T, whether comprising or incorporated in specifications, drawings, sketches, models, samples, data, computer programs, reports, documentation or other technical or business information, and all right, title and interest in and to patents, copyrights, trade secrets, trademarks and other intellectual property derived from such Work and Work products are hereby assigned by Supplier to AT&T and are hereby agreed by Supplier to be transferred to AT&T or otherwise vested therein, effective when first capable of being so assigned, transferred or vested. Supplier shall obligate its employees, subcontractors and others to provide, and shall supply to AT&T at no extra cost, all such assignments, rights and covenants as AT&T deems appropriate to assure and perfect such transfer or other vesting. All Work and Work products shall be provided to AT&T as required herein or on Cancellation, Termination or completion of this Agreement, whichever is earlier, unless Supplier is requested in writing to do otherwise. All such Work and Work products shall be considered and arranged to be a “Work made for hire” to the extent allowed by law.
b.	The Work and Work products developed or produced under is Agreement shall be the original Work of Supplier, unless AT&T’s Representative has consented in writing to the inclusion of Work or Work products owned or copyrighted by others (hereafter “Included Works”). In requesting such consent, Supplier shall notify AT&T of the scope of the rights and permissions Supplier intends to obtain for AT&T with respect to such included Works and modify the scope of same as requested by AT&T. Copies of all rights and permissions, clearly identifying the Included Works to which they apply, shall be supplied to AT&T promptly after their acquisition.
c.	AT&T shall not acquire title hereunder to any intangible Work or Work products preexisting execution of this Agreement and not developed or produced in anticipation hereof.
d.	Supplier agrees, for itself and its affiliates, not to assert patents and copyrights owned or controlled by Supplier or any parent thereof or subsidiary of either against AT&T, its affiliates, and its or their direct or indirect customers, in connection with any Work product or other subject matter directly or indirectly derived from Work done hereunder.
e.	During the course of this Agreement, Supplier will receive information from AT&T and others, including lists of customers and potential customers for communications services. All customer lists and all customer information derived by Supplier in connection with the performance of services are the property of AT&T, and shall, at the conclusion or other Cancellation, Termination of this Agreement, be returned to AT&T or, at AT&T’s option, destroyed. At such time, any lists or information derived from lists which are contained in any databases in Supplier’s possession shall be scrubbed by Supplier, including deletion of names, addresses,

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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telephone numbers and any telecommunications-related information. In order to protect AT&T information, Supplier agrees that after the expiration or other Cancellation or Termination of this Agreement, Supplier shall not use its database to provide services to any other local or long distance carrier, cable television service provider, pager service provider, or cellular/wireless service provider for a period of [*] days. During the first [*] days or sooner following expiration or other Cancellation or Termination of this Agreement, Supplier agrees that AT&T shall verify that the databases have been cleansed as directed above through an audit done by a AT&T designated individual. This audit will be performed when Supplier indicates the databases have been thoroughly cleansed. AT&T also reserves the right to audit the databases [*] within the [*] days following for the same purpose. Supplier agrees that any failure to comply with these obligations will cause irreparable injury to AT&T.

f.

All other materials provided by AT&T or prepared by the Supplier in connection with this Agreement, including, but not limited to, training materials, scripts, rebuttals, rate charts, plans, methods and procedures, and promotional materials (e.g. banners) shall be returned to AT&T at the conclusion or other Cancellation or Termination of this Agreement.

3.38 Warranty

a.	Supplier warrants to AT&T that any Services provided hereunder will be performed in a first-class, professional manner, in strict compliance with the Specifications, and with the care, skill, and diligence, and in accordance with the applicable standards, currently recognized in Supplier’s profession or industry. If Supplier fails to meet applicable professional standards, Supplier will, without additional compensation, promptly correct or revise any errors or deficiencies in the Services furnished hereunder.
b.	The warranty period for Services shall be the longer of the warranty period stated in the Order, the Specifications, or one year. The warranty period shall commence upon Acceptance.
c.	Supplier represents and warrants that: There are no actions, suits, or proceedings, pending or threatened, which will have a material adverse effect on Supplier’s ability to fulfill its obligations under this Agreement; it will immediately notify AT&T if, during the term of this Agreement, Supplier becomes aware of any action, suit, or proceeding, pending or threatened, which may have a material adverse effect on Supplier’s ability to fulfill the obligations under this Agreement or any Order; it has all necessary skills, rights, financial resources, and authority to enter into this Agreement and related Orders and to provide or license the Services, including that the Services will not infringe any patent, copyright, or other intellectual property; no consent, approval, or withholding of objection is required from any entity, including any governmental authority with respect to the entering into or the performance of this Agreement or any Order; the Services will be provided free of any lien or encumbrance of any kind; it will be fully responsible and liable for all acts, omissions, and Work performed by any of its representatives, including any subcontractor; that all representatives, including subcontractors, will strictly comply with the provisions specified in this Agreement; and it will comply with the terms of this Agreement or Order, including those specified in any Appendix or Appendices thereto.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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d.	All warranties will survive inspection, acceptance, payment and use. These warranties will be in addition to all other warranties, express, implied, or statutory. Supplier will defend, indemnify, and hold AT&T harmless for a breach of these warranties.
e.	If at any time during the warranty period for Material or Services AT&T believes there is a breach of any warranty, AT&T will notify Supplier setting forth the nature of such claimed breach. Supplier shall promptly investigate such claimed breach and shall either (i) provide Information satisfactory to AT&T that no breach of warranty in fact occurred or (ii) at no additional charge to AT&T, promptly take such action as may be required to correct such breach. If the required corrective action is to re-perform the Services and/or repair the Material, and if Supplier fails or refuses to make such repairs and/or re-perform such Services, then, in addition to any other remedies, AT&T shall have the right, at its option, either (1) to perform such Services and to repair such Material, at Supplier’s expense; or (2) to receive a full refund of any amounts paid for such Material and Services.
f.	If a breach of warranty has not been corrected within a commercially reasonable time, or if two or more breaches of warranty occur in any sixty (60) day period, AT&T may Cancel the applicable Order.

3.39 Work Orders

a. AT&T may order Material and Services by submitting Work Orders in connection with this Agreement.

1.	A description of the Services, including any numerical/alphabetical identification referenced in the applicable price list;
2.	The requested Delivery Date and/or performance schedule of the Services;
3.	The applicable price(s);
4.	The location to which invoices are to be rendered for payment; and
5.	AT&T’s Work Order number.
6.	The maximum total expenditure authorized.

b.	The terms in this Agreement shall apply to Work Orders submitted in connection with this Agreement. In the event of a conflict or inconsistency between this Agreement and any Work Order, the Work Order shall control for purposes of that Work Order.
c.	Except as otherwise provided in an Work Order as described above, Supplier shall provide Material or Services for Supplier in accordance with the “Quality Assurance Standards and Guidelines” set forth in Appendix H.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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4.0 Special Terms

4.1 Access

a.	When appropriate, Supplier shall have reasonable access to AT&T’s premises during normal business hours, and at such other times as may be agreed upon by the Parties to enable Supplier to perform its obligations under this Agreement. Supplier shall coordinate such access with AT&T’s designated representative prior to visiting such premises. Supplier will ensure that only persons employed by Supplier or subcontracted by Supplier will be allowed to enter AT&T’s premises. If AT&T requests Supplier or its subcontractor to discontinue furnishing any person provided by Supplier or its subcontractor from performing Work on AT&T’s premises, Supplier shall immediately comply with such request. Such person shall leave AT&T’s premises immediately and Supplier shall not furnish such person again to perform Work on AT&T’s premises without AT&T’s written consent. The Parties agree that, where required by governmental regulations, Supplier will submit satisfactory clearance from the U.S. Department of Defense and/or other federal, state or local authorities.
b.	AT&T may require Supplier or its representatives, including employees and subcontractors, to exhibit identification credentials, which AT&T may issue to gain access to AT&T’s premises for the performance of Services. If, for any reason, any Supplier representative is no longer performing such Services, Supplier shall immediately inform AT&T. Notification shall be followed by the prompt delivery to AT&T of the identification credentials, if issued by AT&T. Supplier agrees to comply with AT&T’s corporate policy requiring Supplier or its representatives, including employees and subcontractors, to exhibit their company photo identification in addition to the AT&T issued photo identification when on AT&T’s premises.
c.	Supplier shall ensure that its representatives, including employees and subcontractors, while on or off AT&T’s premises, will perform Work which (i) conform to the Specifications, (ii) protect AT&T’s Material, buildings and structures, (iii) does not interfere with AT&T’s business operations, and (iv) perform such Services with care and due regard for the safety, convenience and protection of AT&T, its employees, and property and in full conformance with the policies specified in the AT&T Code of Business Conduct, which prohibits the possession of a weapon or an implement which can be used as a weapon (a copy of the AT&T Code of Business Conduct is available upon request).
d.	Supplier shall ensure that all persons furnished by Supplier work harmoniously with all others when on AT&T’s premises.

4.2 Background Check

Supplier shall comply with the requirements of Appendix AA entitled Background Checks.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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4.3 AT&T Electronic Privacy Policy

Supplier and all Supplier Personnel shall abide by the following policy AT&T has established for all electronic information systems:

a.	AT&T electronic and computer resources are provided for the transaction of company business. The policy of AT&T with respect to information in electronic media (including but not limited to programs, databases, files, e-mail records) is no different from the policy concerning paper records. While AT&T at all times retains the right to inspect, record and/or remove all information made or kept by employees utilizing company resources, such inspection, recording, or removing takes place only on the basis of company need. Need includes but is not limited to management’s determination that reasonable cause exists for belief that laws, AT&T policies or management directives have been, are being, or may be broken or violated.
b.	Protection of AT&T systems/networks: Supplier and all Supplier Personnel shall follow all AT&T policies/AT&T Personal Data, Supplier shall provide AT&T with such assistance as AT&T may reasonably require to fulfill its responsibilities under the respective applicable Privacy Laws.
c.	AT&T Personal Data shall mean that portion of AT&T Data that is subject to any Privacy Laws. “Privacy Laws” shall mean Laws relating to data privacy, trans-border data flow or data protection such as the implementing legislation and regulations of the European Union member states under the European Union Directive 95/46/EC.

4.4 Customer Contact

a.	Contact by Supplier of AT&T’s customers in any form, including but not limited to face-to-face contact, telephone contact, e-mail contact, and written contact (individually and collectively: “contact”), shall be only as set forth in this Agreement.
b.	Prior to Supplier, or Supplier’s subcontractor, if any, having contact in any form with AT&T’s customers pursuant to this Agreement, Supplier must submit a script, creative media or recital, as applicable, that describes specifically what will be communicated during the contact with AT&T’s customer. Approval of the script, creative media or recital, which will not be unreasonably withheld, must be obtained prior to the customer contact being initiated.
c.	Supplier, or Supplier’s subcontractor, if any, shall not change or otherwise deviate from the approved script, creative media or recital without the prior written approval of AT&T.
d.	Supplier shall ensure that all employees and the employees of subcontractors, if any, who have any direct contact with AT&T’s customers under this Agreement complete and sign the Worker Agreement, Appendix G, prior to such contact under this Agreement.
e.	Except as specifically authorized by this Agreement, Supplier shall not contact AT&T’s customers directly for the purpose of selling Services similar to those covered under this Agreement.
f.	Failure on the part of Supplier, or Supplier’s subcontractors, if any, to comply with this provision will be considered a material breach of this Agreement and AT&T may, in addition to remedies available under this Agreement and in-law, immediately cancel this Agreement and/or the governing Schedule for default.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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4.5 Electronic Data Interchange (EDI)

a.

The Parties shall exchange Orders, payments, acknowledgements, invoices, remittance notices, and other records (“Data”) electronically, in place of tangible documents, and agree to exchange such Data in accordance with the Telecommunications Industry Forum EDI Guidelines for use of American National Standards Institute (ANSI) Accredited Standards Committee X12 transaction sets, unless they mutually agree to a proprietary format or another standard such as Extensible Markup Language (XML).

b.

The following additional conditions apply to any such exchanges:

1. Garbled Transmissions: If any Data is received in an unintelligible, electronically unreadable, or garbled form, the receiving Party shall promptly notify the originating Party (if identifiable from the received Data) in a reasonable manner. In the absence of such notice, the originating Party’s record of the contents of such Data shall control.

2. Signatures: Each Party will incorporate into each EDI transmission an electronic identification consisting of symbol(s) or code(s) (“Signature”). Each Party agrees that any predetermined Signature of such Party included in or affixed to any EDI transmission shall be sufficient to verify such Party originated, “signed” and “executed” such transmission. No Party shall disclose to any unauthorized person the Signatures of the Parties hereto.

3. Statute of Frauds: The Parties expressly agree that all Data transmitted pursuant to this clause shall be deemed to be a “writing” or “in writing” for purposes of the Uniform Commercial Code (“UCC”). Any such Data containing or having affixed to it a Signature shall be deemed for all purposes: (i) to have been “signed” and “executed”; and (ii) to constitute an “original” when printed from electronic files or records established and maintained in the normal course of business.

4. Method of Exchange: Exchange of Data will be made by direct electronic or computer systems communication between AT&T and Supplier or by indirect communications using a third party service provider (“Provider”) or Value Added Network (“VAN”) to translate, forward and/or store such Data. Each Party shall be responsible for the cost(s) and associated cost(s) of any Provider or VAN with which it contracts.

4.6 Ethical Guidelines

Supplier shall provide the Service and all related Material and Services to AT&T while abiding by the Society of Competitive Intelligence Professionals’ Code of Ethics and all applicable laws. In obtaining competitive business information, it may be necessary for Supplier to contact AT&T’s competitors. Supplier shall follow AT&T’s ethical guidelines as set forth below when contacting a AT&T competitors:

a. Supplier will not say anything misleading, deceptive or untrue.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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b.	Supplier will not enter into any agreement fraudulently, i.e., order services and then cancel before the service is installed or completed.
c.	Supplier will always give its name to the competitor, if requested.
d.	Supplier will provide its name and client if asked or, as an alternative, provide the option of terminating the discussion.
e.	Supplier will not provide the competitor with prices, pricing policies, or any sensitive or confidential or proprietary information of AT&T in exchange for competitive information.
f.	Supplier must obtain AT&T’s prior written authorization, including authorization for funding, for any project requiring services by a third-party consultant, payment of any fees in addition to those contemplated by this Agreement, or execution of any other agreement that would require the payment of any additional fees by AT&T to Supplier.

Any failure of Supplier to abide by these guidelines will constitute a material breach of this Agreement, entitling AT&T to pursue all available remedies at law or in equity.

4.7 Fraud — Slamming & Cramming

a. Supplier agrees to take necessary steps to ensure employees or subcontractors are not involved in fraudulent practices, including, but not limited to, cramming or slamming.

1.	Cramming occurs when a customer is charged for products or services they have not ordered or may not have ever received.
2.	Slamming is the unauthorized and illegal changing of a customer’s telecommunications service provider without his or her knowledge or permission. It can affect local and long-distance service provider choices.

b. In addition to all other remedies available under this Agreement and in-law, AT&T reserves the right to require the immediate termination of any subcontractor Supplier retains who does not follow these anti-fraud provisions.

4.8 Independent Contractor

Supplier hereby represents and warrants to AT&T that:

a.	Supplier is engaged in an independent business and will perform all obligations under this Agreement as an independent contractor and not as the agent or employee of AT&T;
b.	Supplier’s personnel performing Services shall be considered solely the employees of Supplier and not employees or agents of AT&T;

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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c.	Supplier has and retains the right to exercise full control of and supervision over the performance of the Services and full control over the employment, direction, assignment, compensation, and discharge of all personnel performing the Services;
d.	Supplier is solely responsible for all matters relating to compensation and benefits for all of Supplier’s personnel who perform Services. This responsibility includes, but is not limited to, (i) timely payment of compensation and benefits, including, but not limited to, overtime, medical, dental, and any other benefit, and (ii) all matters relating to compliance with all employer obligations to withhold employee taxes, pay employee and employer taxes, and file payroll tax returns and information returns under local, state and federal income tax Laws, unemployment compensation insurance and state disability insurance tax Laws, social security and Medicare tax Laws, and all other payroll tax Laws or similar Laws with respect to all Supplier personnel providing Services;
e.	Supplier will indemnify, defend, and hold AT&T harmless from all Liabilities, costs, expenses and claims related to Supplier’s failure to comply with the immediately preceding paragraph;
f.	Supplier shall ensure that all individuals who provide Services under this Agreement sign an “Agreement Regarding Non-Employment Status with AT&T” in the form attached hereto as Appendix I, and shall deliver an executed copy to AT&T no later than the commencement of performance of such Services.

4.9 Information — Customer

a.

For the purposes of this Section, “Customer Information” includes, but is not limited to, customer name, address, e-mail address, and/or phone number (listed or unlisted); personal information concerning a customer, including birth date, social security number, drivers license, credit card information, bank account, account number or personal identification numbers; information concerning a customer’s calling patterns, call details, records of incoming or outgoing calls, or minutes of use or other use of AT&T’s services; information related to payments, credit status, and transactions with AT&T; demographic information; or aggregate customer data — including aggregate data with individual identifying information deleted,; and customer proprietary network information (“CPNI”) (as that term is defined in Section 222 of the Communications Act of 1934, 47 U.S.C.222, as amended (“Section 222”)), which includes information available to AT&T by virtue of AT&T’s relationship with its customers as a provider of telecommunications service and may include: the quantity, technical configuration, location, type, destination, amount of use of telecommunications service subscribed to, and information contained on the telephone bills of AT&T’s customers pertaining to telephone exchange service or telephone toll service received by a customer of AT&T. Except as provided herein, as between Supplier and AT&T, title to all Customer Information shall be in AT&T. Except as otherwise provided herein, no license or rights to any Customer Information are granted to Supplier hereunder.

b.

Supplier acknowledges that Customer Information received may be subject to certain privacy laws and regulations and requirements, including requirements of AT&T. Supplier shall consider Customer Information to be private, sensitive and confidential. Accordingly, with respect to Customer Information, Supplier shall comply with all applicable privacy laws and regulations and requirements, including, but not limited to, the CPNI restrictions contained in Section 222. Accordingly, Supplier shall:

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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1. not use any CPNI to market or otherwise sell products to AT&T’s customers, except to the extent necessary for the performance of Services for AT&T or as otherwise approved or authorized by AT&T in this Agreement or in writing;

2. make no disclosure of Customer Information to any party other than AT&T, except to the extent necessary for the performance of Services for AT&T or except such disclosure required under force of law; provided that Supplier shall provide AT&T with notice immediately upon receipt of any legal request or demand by a judicial, regulatory or other authority or third party to disclose or produce Customer Information; Supplier shall furnish only that portion of the Customer Information that is legally required to furnish and shall provide reasonable cooperation to AT&T should AT&T exercise efforts to obtain a protective order or other confidential treatment with respect to such Customer Information.

3. not incorporate any Customer Information into any database other than in a database maintained exclusively for the storage of AT&T’s Customer Information;

4. not incorporate any data from any of Supplier’s other customers, including Affiliates of AT&T, into AT&T’s customer database;

5.	make no use whatsoever of any Customer Information for any purpose except to comply with the terms of this Agreement;
6.	make no sale, license or lease of Customer Information to any other party;

7. restrict access to Customer Information to only those employees of Supplier that require access in order to perform Services under this Agreement;

8. implement and comply with a data security plan, approved in advance in writing by AT&T, and other procedures as may be agreed by AT&T and Supplier relative to the security of Customer Information at all times in performing Services hereunder;

9. prohibit and restrict access or use of Customer Information by any of Supplier’s other customers, Supplier’s Affiliates, or third parties except as may be agreed otherwise by AT&T; and

10. promptly return all Customer Information to AT&T upon expiration, Termination or Cancellation of this Agreement or applicable schedule or Order, unless expressly agreed or instructed otherwise by AT&T.

11. immediately notify AT&T upon Supplier’s awareness of (i) any breach of the above-referenced provisions, (ii) any disclosure (inadvertent or otherwise) of Customer Information to any third party not expressly permitted herein to receive or have access to such Customer Information, or (iii) a breach of, or other security incident involving, Supplier’s systems or network that could cause or permit access to Customer Information inconsistent with the

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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above-referenced provisions, and such notice shall include the details of the breach, disclosure or security incident. Supplier shall fully cooperate with AT&T in determining, as may be necessary or appropriate, actions that need to be taken including, but not limited to, the full scope of the breach, disclosure or security incident, corrective steps to be taken by Supplier, the nature and content of any customer notifications, law enforcement involvement, or news/press/media contact etc., and Supplier shall not communicate directly with any AT&T customer without AT&T’s consent, which such consent shall not be unreasonably withheld.

4.10 Inspection of Work

AT&T may have inspectors at the job site to inspect the performance and quality of the Work and to ensure Supplier’s compliance with the plans and Specifications of the Order and with the terms and conditions of this Agreement. Any AT&T inspectors, employees or agents, however, shall have no authority to direct or advise Supplier concerning the method or manner by which the Work is to be performed. Supplier has sole authority, responsibility and control over the Work and shall exercise its full responsibilities as an independent contractor. Supplier will provide safe access to the Services at all times for AT&T’s inspection.

4.11 Notice of Release of Information or Breach of Security

a.	Supplier, which shall include any employees, agents, or subcontractor it may utilize to fulfill this agreement, shall provide immediate notice to AT&T in the event Supplier becomes aware of (1) any unauthorized (whether intentional or unintentional) release by Supplier, of Customer Proprietary Network Information (“CPNI”) or other Customer Personal Information (“CPI”) of any AT&T customer to any person or entity other than the customer to which such CPNI pertains or (2) any unauthorized acquisition by any person or entity of computerized or hard-copy data that compromises the security, confidentiality, or integrity of any CPNI or other CPI of any AT&T customer maintained by or in the possession of Supplier.
b.	For purposes of this clause, Customer Proprietary Network Information / CPNI shall mean information as contained in 47 U.S.C. 222 of the Federal Telecommunications Act (1996).
c.	For purposes of this clause, Customer Personal Information / CPI shall include, but shall not be limited to, information such as a customer’s first name or initial and last name in combination with any potentially sensitive personally identifiable information such as the customer’s (a) social security number, (2) driver’s license number, (3) credit card number, (4) bank account number, (5) credit report information, or (6) password or account code.

4.12 Offshore Transfer or Processing of AT&T Data.

a. Supplier represents and warrants that, to the extent that its performance of the Services includes the transfer, storage or processing outside of the United States of AT&T Data or other performance of the Services outside of the United States, such Services (the “Offshore Services”) will be (i) performed in accordance with the Agreement and Laws (including Privacy Laws) of the United States, European Union (if applicable) and any jurisdiction in which the Offshore Services are performed and (ii) performed such that Laws permit the transfer of the AT&T data back into the United States, and future performance of the Services within the United States, without any additional cost to AT&T or authorization or permission of any Entity or government.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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b.	In the event that new Laws or changes in Laws (including as contemplated in Section 3.6): (i) require that any such Services be performed within the United States or any other jurisdiction; (ii) prohibit the performance of any Services as Offshore Services; or (iii) require that the AT&T data used in connection with such Offshore Services be transferred back to the United States or restrict such AT&T data from being transferred to or from, or processed in, stored in or accessed from any jurisdiction (collectively, “Offshore Impact”), all such additional costs required in order to cause the Services to be performed in accordance with Laws shall be the sole responsibility of Supplier. In such event, Supplier shall perform all necessary tasks in order to continue to perform the Services, including any Offshore Services, in compliance with Laws, including, as required by Laws, the performance of any or all Services within the United States. Upon the event of an Offshore Impact, the Parties will discuss and consider whether to allow Supplier to increase Prices, provided that AT&T will not be required to consent to any such increase.
c.	Supplier represents and warrants that, to the extent that Offshore Services are performed and to the extent that AT&T data is transferred to, processed or stored outside, or accessed from outside of the United States and in addition to its other obligations under this Agreement, Supplier shall store and process AT&T data and store and operate all application software in a secure environment designed, monitored and administered to prevent the violation of Laws or this Agreement. In addition, Supplier shall establish, and require all Supplier personnel to comply with, stringent policies and rules regarding the removal of AT&T data or application software from Supplier facilities and otherwise requiring Supplier personnel to act in accordance with this Agreement and Laws, and Supplier shall establish physical and logical measures to ensure that such policies and rules are followed. Under no circumstances shall AT&T data or application software used in Offshore Services be removed from Supplier facilities.
d.	If Supplier subsequently misses a Minimum Service Level for [*] consecutive months or for more than [*] months in a [*] month period, at AT&T’s option, and without limiting any other rights of AT&T, Supplier shall establish a level of Supplier Personnel and Managed Third Parties performing Services outside of the United States to no more than [*] percent ([*]%) (calculated on an FTE basis), at no cost to AT&T.

4.13 Previous Services for AT&T

a.

Supplier will determine whether each individual who performs Services for AT&T has performed Work as an employee or temporary worker for AT&T, or any AT&T Affiliate, in the six (6) months preceding the individual’s proposed commencement of Work for AT&T. Supplier will provide AT&T with written notice of any individuals who meet the foregoing criteria. AT&T may require that Supplier provide another individual to perform the Work.

b.

Supplier will ensure that no individual providing Services in connection with an Order submitted by AT&T provides Services to AT&T for more than [*] consecutive [*], unless AT&T provides written authorization for the individual to perform Services for more than [*] consecutive [*].

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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4.14 Reimbursable Expenses

AT&T is not responsible for any travel, meal or other business related expense incurred by Supplier whether or not incurred in its performance of its obligations under this Agreement, unless reimbursement of expenses is expressly authorized in this Agreement or an Order pursuant to this Agreement. If reimbursement of expenses is so authorized, in order to be reimbursable, each and every such expense must comply with the requirements of AT&T’s Vendor Expense Policy attached hereto and incorporated herein as Appendix E. Supplier must provide in a timely manner receipts and other documentation as required by the Vendor Expense Policy and such additional documentation or information requested by AT&T to substantiate expenses submitted by Supplier for reimbursement.

4.15 Requirements for Access to AT&T’s System(s) and/or Databases:

If requested by AT&T, for each employee or temporary worker of Supplier or Supplier’s subcontractors requesting access to AT&T’s systems and/or databases, Supplier will provide to AT&T (1) for all persons working in the US or US citizens working abroad, the persons social security number or (2) for all other persons, a unique identifier for each person. The social security number or unique identifier will be used by AT&T solely to identify the person accessing AT&T’s system to ensure compliance with this Agreement, including without limitation Section 4.9 “Information -Customer”. AT&T will provide each such employee or temporary worker a unique user ID for access to AT&T systems. This unique user ID may only be used by the individual to whom it is assigned so AT&T can identify the person accessing AT&T’s system to ensure compliance with this Agreement.

4.16 Ownership of Hardware and Software

Supplier agrees that any hardware or software provided by AT&T to execute this project shall at all times remain the property of AT&T. Supplier will return all of the hardware and software to AT&T upon Termination, Cancellation or expiration of this Agreement, or on demand by AT&T, in good condition, ordinary wear and tear accepted.

4.17 Subcontractors

a. Use of Subcontractors. Supplier shall not subcontract any of its responsibilities without AT&T’s prior written approval, which may be withheld in AT&T’s sole discretion.

Prior to entering into a subcontract with a third party for the Services, Supplier shall (i) give AT&T reasonable prior notice specifying the components of the Services affected, the scope of the proposed subcontract, the identity and qualifications of the proposed Subcontractor and the reasons for subcontracting the work in question; and (ii) obtain AT&T’s prior written approval of such Subcontractor. AT&T also shall have the right during the term of this Agreement to revoke its prior approval of a Subcontractor and direct Supplier to replace such Subcontractor as soon as possible at no additional cost to AT&T; provided, however, that AT&T shall discuss AT&T’s concerns regarding the Subcontractor with Supplier prior to such revocation and shall otherwise exercise its right to revocation in a manner that provides Supplier a reasonable opportunity to mitigate potential negative impacts on the Services resulting from AT&T’s revocation and Supplier’ replacement of the Subcontractor; provided, further, that notwithstanding the foregoing

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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proviso, at any time, if AT&T reasonably believes a Subcontractor will create legal liability to AT&T or an eligible recipient, AT&T may immediately revoke its prior approval of the Subcontractor and Supplier shall, upon AT&T’s request, replace (or cause to be replaced) as promptly as possible such Subcontractor with a replacement Subcontractor of suitable ability and qualifications, without cost to AT&T. Supplier may, subject to AT&T’s prior consent, which shall not be unreasonably withheld, update an approved Subcontractor, as listed herewith, in accordance with this Section 4.17.

b.

Supplier Responsibility. Supplier shall be responsible for any failure by any Subcontractor or Subcontractor personnel to perform in accordance with this Agreement or to comply with any duties or obligations imposed on Supplier under this Agreement to the same extent as if such failure to perform or comply was committed by Supplier or Supplier employees. Supplier shall guarantee the performance of all such Subcontractors and Subcontractor personnel providing any of the Services hereunder. Supplier shall be AT&T’s sole point of contact regarding the Services, including with respect to payment.

4.18 Work Done By Others

If any part of Supplier’s Work is dependent upon work performed by others, Supplier shall inspect and promptly report to AT&T any defect that renders such other work unsuitable for Supplier’s proper performance. Supplier’s silence shall constitute approval of such other work as fit, proper and suitable for Supplier’s performance of its Work.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed, which may be in duplicate counterparts, each of which will be deemed to be an original instrument, as of the date the last Party signs.

Startek, Inc.	AT&T Services, Inc.
By:	By:
Printed Name:	Printed Name:	Richard Steadman
Title:	Title:	Director, Global Strategic Sourcing
Date:	Date:

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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Appendices

Appendix A — Description of Services and Deliverables

Supplier shall provide the following Services:

Supplier shall perform for AT&T inbound and/or outbound Call Center Services as described in the applicable Order which may include other types of services. Services may also include solicitation of orders, addressing customer service requests, collecting data and issuing reports, and set forth in this Agreement (hereinafter collectively “Services”).

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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Appendix B — Price(s)

Supplier shall provide the Services, including any applicable deliverables, for the following:

To be outlined in each applicable Order.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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Appendix C — Prime Supplier MBE/WBE/DVBE Participation Plan

YEAR REPORTING:                     

PRIME SUPPLIER NAME:

ADDRESS:

COMPANY E-MAIL:

TELEPHONE NUMBER:

DESCRIBE GOODS OR SERVICES BEING PROVIDED UNDER THIS AGREEMENT:

DESCRIBE YOUR M/WBE-DVBE OR SUPPLIER DIVERSITY PROGRAM AND THE PERSONNEL DEDICATED TO THAT PROGRAM:

THE FOLLOWING, TOGETHER WITH ANY ATTACHMENTS, IS SUBMITTED AS AN MBE/WBE/DVBE PARTICIPATION PLAN.

1. GOALS

A. WHAT ARE YOUR MBE/WBE/DVBE PARTICIPATION GOALS?

MINORITY BUSINESS ENTERPRISES (MBEs)

WOMAN BUSINESS ENTERPRISES (WBEs)

DISABLED VETERAN BUSINESS

ENTERPRISES (DVBEs)

B. WHAT IS THE ESTIMATED ANNUAL VALUE OF THIS CONTRACT WITH:

AT&T Midwest

AT&T West (NV)

AT&T West (CA)

AT&T East

AT&T Southwest

AT&T Yellow Pages

ASI (AT&T Advanced Solutions)

AT&T Datacomm

AT&T Long Distance

AT&T Telecom

AT&T Internet Services

AT&T MSI

AT&T Services

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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AT&T Operations

Other

	Note: Indicate dollar award(s) as it applies to this contract (i.e. Pacific Bell, SWBT, and/or Affiliate).
C.	WHAT ARE THE DOLLAR AMOUNTS OF YOUR PROJECTED MBE/WBE/DVBE PURCHASES?

MINORITY BUSINESS ENTERPRISES (MBEs)

WOMAN BUSINESS ENTERPRISES (WBEs)

DISABLED VETERAN BUSINESS

ENTERPRISES (DVBEs)

SEE MBE/WBE/DVBE CANCELLATION CLAUSE IN AGREEMENT FOR DEFINITIONS OF MBE, WBE, AND DVBE.

2. LIST THE PRINCIPAL GOODS AND SERVICES TO BE SUBCONTRACTED TO MBE/WBE/DVBEs OR DELIVERED THROUGH MBE/WBE/DVBE VALUE-ADDED RESELLERS.

DETAILED PLAN FOR USE OF MBE/WBE/DVBEs AS SUBCONTRACTORS,
DISTRIBUTORS, VALUE-ADDED RESELLERS

For every product and service you intend to use, provide the following information. (attach additional sheets if necessary)

Company
Name Classification
(MBE/WBE/DVBE) Products/Services
to be provided $ Value Date to Begin

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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3.	SUPPLIER AGREES THAT IT WILL MAINTAIN ALL NECESSARY DOCUMENTS AND RECORDS TO SUPPORT ITS EFFORTS TO ACHIEVE ITS MBE/WBE/DVBE PARTICIPATION GOAL(S). SUPPLIER ALSO ACKNOWLEDGES THE FACT THAT IT IS RESPONSIBLE FOR IDENTIFYING, SOLICITING AND QUALIFYING MBE/WBE/DVBE SUBCONTRACTORS, DISTRIBUTORS AND VALUE-ADDED RESLLERS.
4.	THE FOLLOWING INDIVIDUAL, ACTING IN THE CAPACITY OF MBE/WBE/DVBE COORDINATOR FOR SUPPLIER, WILL:

A.	ADMINISTER THE MBE/WBE/DVBE PARTICIPATION PLAN
B.	SUBMIT SUMMARY REPORTS
C.	COOPERATE IN ANY STUDIES OR SURVEYS AS MAY BE REQUIRED, IN ORDER TO DETERMINE THE EXTENT OF COMPLIANCE BY THE SUPPLIER WITH THE PARTICIPATION PLAN

NAME:

TITLE:

TELEPHONE NUMBER:

AUTHORIZED SIGNATURE:

DATE:

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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Appendix D — MBE/WBE/DVBE Results Report

[Result Table*]

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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Appendix E — Vendor Expense Policy — If Applicable

1.0 GENERAL

AT&T Vendor Expense Policy (VEP) provides guidelines to be followed by all vendors of AT&T in requesting reimbursement for business travel, meals and other business related expense. Expenses outside this policy are not reimbursable.

The following principles apply to requests for expense reimbursement:

When spending money that is to be reimbursed, vendors must ensure that an AT&T Company (“Company”) receives proper value in return. Prudent and proper judgment must be used in reporting and approving business expenses.

The concept that a vendor and their employees are ‘entitled’ to certain types or amounts of expenditures while conducting business with the Company is erroneous. Personal expenditures reported for reimbursement should be billed exactly as they were incurred. The use of averages for any type expenditure or combination of expenditures is not permitted except as specifically provided or documented in a contract.

Every vendor and AT&T employee who certifies or approves the correctness of any voucher or bill should have reasonable knowledge the expense and amounts are proper and reasonable. In the absence of the adoption of such policy, or existing contractual agreements, these guidelines are considered the minimum requirements for requesting reimbursement of Company funds. These policies should be included in any new or renewed contract with a contractor or consultant.

Deviations from this VEP must be approved in writing by the sponsoring Senior Manager or Officer of an AT&T company.

Employees should refer to the Section entitled “Payments” in the Schedule of Authorizations For Affiliates of AT&T Communications, Inc. for appropriate vendor invoice authorization approval levels.

Receipts should be requested and reviewed for any unusual or out of the ordinary expenses or where the approver cannot make a reasonable determination on the propriety of the transaction without a receipt.

The origination of a given expenditure for business purposes is the responsibility of the vendor incurring the expense and the authorization of that expense is the responsibility of the appropriate level of AT&T management in accordance with the Schedule of Authorizations For Affiliates of AT&T Communications, Inc.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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1.1 Non-Reimbursable Expenses

The following expenses are considered non-reimbursable:

• Airline club membership fees, dues, or upgrade coupon

• Meals not consistent with AT&T employee policy

• Annual credit card fees

• Barber/Hairstylist/Beautician Expenses

• Car rental additional fees associated with high speed toll access programs

• Car Washes

• Entertainment expenses

• Health Club and Fitness facilities

• Hotel Safe rental

• Upgrades on airline fees

• Excessive tips, i.e., in excess of 15% of cost of meal or services, excluding tax

• PC, cell phone, and other vendor support expenses

• Meals not directly required to do business on the AT&T account (e.g. vendors cannot voucher lunch with each other simply to talk about AT&T)

• In-flight drinks

• Magazines & newspapers

• Personal entertainment

• Expenses associated with spouses or other travel companions

• Office expenses of vendors

• Surcharges for providing fast service (not related to delivery charges such as Fedex, UPS, etc.). AT&T expects all vendors to complete the terms of contracts in the shortest period practicable. Charges for shortening the timeframe in which contracts are fulfilled are not permissible.

• Vendors may not submit expenses to cover meals or expenses for an AT&T employee, whether in a home location or on official travel

• Travel purchased with prepaid air passes.

• Birthday cakes, lunches, balloons, and other personal celebration/recognition costs

• Break-room supplies for the vendor, such as coffee, creamer, paper products, soft drinks, snack food

• Water (bottled or dispensed by a vendor)

• Clothing, personal care, and toiletries

• Laundry (except when overnight travel is required for 7 or more consecutive nights)

• Flight or rental car insurance

• Flowers, cards and gifts

• Hotel pay-per-view movies, Video Games and/or mini bar items

• High speed internet access in hotels (added to 3.5)

• Lost luggage

• Traffic or Parking Fines

• Tobacco Products

• Medical supplies

• Membership fees to exercise facilities or social/country clubs

• Movies purchased while on an airplane

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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• Phone usage on airline unless business emergency

Failure to comply with the above mentioned restrictions will result in the Company refusing payment of charges or pursuing restitution from the vendor.

2.0 RESPONSIBILITIES

2.1 Vendor’s Responsibility

AT&T’s sponsoring client managers will ensure that vendors have been covered on this policy prior to incurring any expenditures. Vendors and their sponsoring client managers are responsible for clarifying any questions or uncertainties they may have relative to reimbursable business expenses.

It is mandatory that financial transactions are recorded in a timely manner. Out-of-pocket business expense(s) for vendors that are not submitted for reimbursement within 90 calendar days from the date incurred are considered non-reimbursable. Company managers who are responsible for approving reimbursable expenses of vendors should ensure they are submitted and approved in a timely manner.

2.2 AT&T Sponsoring Management Responsibility

Prior to authorizing reimbursement to the vendor for expenditures, it is the responsibility of the AT&T managers authorizing the payment to determine that:

• The expenditure is reasonable and for a legitimate business purpose.

• The expenditure complies with the policies contained in this document, the Code of Business Conduct, and other applicable Company practices.

• All expenses are reviewed through Payment.Net or on form AT&T-4472APA and that expenses are prepared in accordance with proper accounting details.

In addition, the sponsoring AT&T managers are responsible for ensuring the Vendor Expense Policy has been communicated to each vendor, and that the information contained herein is proprietary/confidential information and ensures its security and confidentiality. The Vendor must agree to maintain this information in confidence.

3.0 TRAVEL POLICY

Vendors must first consider the feasibility of using videoconferencing or teleconferencing as an alternative to travel. Travel that is to be reimbursed by AT&T should be incurred only as necessary.

AT&T reserves the right to dispute any expense submittal and if not verifiable as valid may reject reimbursement. Reimbursements will be made to vendor only after expenses are verified as valid.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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3.1 Travel Authorization

Travel requiring overnight stays must be approved by the sponsoring AT&T senior manager (5^th level or above) and should be approved only if it is necessary for the vendor to travel to perform required work.

3.2 Travel Reservations

Vendors are expected to procure the most cost efficient travel arrangements, preferably equivalent to the AT&T discount rate. AT&T does not reimburse for travel purchased with prepaid air passes.

3.3 Travel Expense Reimbursement

Vendor travel expenses incurred for company business are reimbursable only as specified in these guidelines. Travel expenses may include the following:

• transportation (airfare or other commercial transportation, car rental, personal auto mileage, taxi and shuttle service)

• meals and lodging

• parking and tolls

• tips/porter service (if necessary and reasonable)

Vendors who stay with friends or relatives or other vendor employees while on a Company business trip will NOT be reimbursed for lodging, nor will they be reimbursed for expenditures made to reciprocate their hospitality by buying groceries, being host at a restaurant, etc.

The expense must be ordinary and necessary, not lavish or extravagant, in the judgment of the AT&T sponsoring management. Any reimbursement request must be for actual expenditures only.

3.4 Air Travel Arrangements

Vendors must select lowest logical airfare (fares available in the market at the time of booking, preferably well in advance of trip to attain lowest possible airfare). Vendors shall book coach class fares for all domestic travel at all times. First class bookings are not reimbursable. Vendors can request business class when a single segment of flight time (“in air time” excluding layovers or ground time) is greater than 5 hours, or when flights are intercontinental.

3.5 Hotel Arrangements

AT&T has established Market-Based Room Rate Guidelines for vendors to reference when making hotel reservations (see Addendum A). Vendors are expected to abide by these guidelines when making hotel arrangements. AT&T will only reimburse vendors up to the established room rate guideline in each market, or for actual hotel lodging charges incurred, whichever is less.
There must be a strong business justification for incurring any cost for internet access, and a request for reimbursement must be accompanied by a detailed explanation regarding reason for charge.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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Note: Vendors must indicate the number of room nights on the transaction line when invoicing for reimbursement of hotel expenses. Copies of all hotel bills must be made available for any invoice containing lodging charges.

3.6 Ground Transportation

While away from their home location overnight, vendors are expected to utilize rapid transit or local shuttle service. If the hotel provides a complimentary shuttle, vendors are to use this service before paying for transportation. If complimentary service is not provided a taxi or other local transportation is reimbursable as a business expense. Tips provided to taxi drivers cannot exceed 15% of the value of the total fare.

A rental car is appropriate when the anticipated business cost is less than that of other available public transportation. Except to the extent necessary to accommodate several travelers and/or luggage requirements, vendors will not be reimbursed for automobile rentals other than economy or mid-sized/intermediate models.

“Loss Damage Waiver” and “Extended Liability Coverage” are not considered reimbursable. Prepaid fuel or refueling charges at the time of return are not reimbursable.

Rental cars should be refueled before returning to the rental company, since gas purchased through the rental company carries an expensive refueling service charge.

3.7 Use of Personal Vehicle

When use of personal vehicle is required, the currently applicable IRS mileage rate for miles driven for the business portion of the trip should be the maximum used to determine the amount to be reimbursed.

3.8 Parking

If airport parking is necessary, vendors must use long term parking facilities. Additional costs for short term, valet or covered parking are not reimbursable.

3.9 Entertainment

Entertainment expense is not reimbursable to vendors. Entertainment includes meal expense involving AT&T personnel, golf fees, tickets to events and related incidental expenses. Hotel charges for a pay-per-view movie, individual sightseeing tours, or other individual activities (i.e., golf, sporting event, movie, etc.) are not reimbursable.

3.10 Laundry and Cleaning

Reasonable laundry charges during business trips of seven or more consecutive nights are reimbursable based on actual expenses incurred.

3.11 Communications

The actual cost of landline telephone calls for AT&T business are reimbursable. The use of AT&T products is required when available.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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AT&T will not reimburse vendors for cell phone bills. With prior consent of the sponsoring AT&T Senior Manager, only individual calls that exceed a vendor’s rate plan that are necessary to conduct business for AT&T may be reimbursed.

Charges for high speed internet access are not reimbursable.

3.12 Business Meals (Travel and Non-Travel)

Vendors are expected to find reasonably priced dining alternatives. As a general rule, vendors are expected to spend $42.00 or less per day inclusive of tax and gratuity. This includes all meals, beverages and refreshments purchased during the day. Requests for reimbursement should break out the amount for meals and list the related number of travel days. If breakfast is offered as part of the hotel accommodation rate, no additional reimbursement will be permitted for breakfast. Vendors may not submit expenses to cover meals or expenses for an AT&T employee, whether in a home location or on official travel.

AT&T managers authorizing invoices will be held accountable for ensuring that vendors are following this policy and are spending Company funds economically.

3.13 Flowers, Greeting Cards, Gifts and Incentive Awards

The cost of gifts, flowers, birthday lunches, or greeting cards is considered a personal expense and is not reimbursable. For example, vendors making a donation or providing a gift for a fund-raiser for AT&T may not submit such an expense to AT&T for reimbursement.

3.14 Loss or Damage to Personal Property

The Company assumes no responsibility for loss or damage to a vendor’s personal property during business functions or hours.

3.15 Publications

Subscriptions to or purchases of magazines, newspapers and other publications are not reimbursable.

ADDENDUM A

2006 AT&T Hotel Room Rate Only Guidelines

City	State	Guideline		City	State	Guideline		City	State	Guideline		City	State	Guideline
Anchorage	AK	$	225	Orlando	FL	$	110	Minneapolis	MN	$	135	Oklahoma City	OK	$	110
Fairbanks	AK	$	155	Tampa	FL	$	155	Cape Girardeau	MO	$	90	Tulsa	OK	$	90
Ketchikan	AK	$	155	Alpharetta	GA	$	155	Chesterfield	MO	$	90	Pittsburg	PA	$	135
Fayetteville	AR	$	90	Atlanta	GA	$	135	Creve Coeur	MO	$	90	Memphis	TN	$	110
Hot Springs	AR	$	90	Augusta	GA	$	135	Earth City	MO	$	90	Nashville	TN	$	110
Little Rock	AR	$	90	Lawrenceville	GA	$	90	Fenton	MO	$	110	Abilene	TX	$	110
North Little Rock	AR	$	90	Norcross	GA	$	110	Festus	MO	$	90	Amarillo	TX	$	110

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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City	State	Guideline		City	State	Guideline		City	State	Guideline		City	State	Guideline
Mesa	AZ	$	135	Alton	IL	$	90	Jefferson City	MO	$	90	Austin	TX	$	110
Phoenix	AZ	$	135	Arlington Heights	IL	$	110	Joplin	MO	$	90	Beaumont	TX	$	90
Tempe	AZ	$	110	Chicago	IL	$	135	Kansas City	MO	$	110	Bedford	TX	$	110
Tucson	AZ	$	135	Collinsville	IL	$	90	Maryland Heights	MO	$	90	Corpus Christi	TX	$	110
Anaheim	CA	$	110	Downers Grove	IL	$	90	Pacific	MO	$	90	Dallas	TX	$	135
Arcadia	CA	$	155	Hoffman Estates	IL	$	110	Poplar Bluff	MO	$	90	El Paso	TX	$	110
Bakersfield	CA	$	90	Joliet	IL	$	90	Sikeston	MO	$	90	Harlingen	TX	$	90
Barstow	CA	$	135	Matteson	IL	$	90	Springfield	MO	$	90	Hereford	TX	$	90
Buena Park	CA	$	110	Mt. Vernon	IL	$	90	Saint Louis	MO	$	110	Houston	TX	$	135
Burbank	CA	$	135	Oak brook	IL	$	135	Durham	NC	$	135	Irving	TX	$	110
Burlingame	CA	$	175	Oak Lawn	IL	$	110	Basking Ridge	NJ	$	175	Lubbock	TX	$	90
Carson	CA	$	110	Peoria	IL	$	90	Bridgewater	NJ	$	200	McAllen	TX	$	90
Chico	CA	$	90	Rosemont	IL	$	135	Cranbury	NJ	$	155	Odessa	TX	$	90
Corona	CA	$	110	Schaumburg	IL	$	110	Edison	NJ	$	135	Paris	TX	$	90
Culver City	CA	$	110	Springfield	IL	$	90	Iselin	NJ	$	155	Plano	TX	$	110
Dublin	CA	$	110	West Dundee	IL	$	90	Morristown	NJ	$	175	Richardson	TX	$	135
Eureka	CA	$	90	Willowbrook	IL	$	90	Parsippany	NJ	$	175	San Antonio	TX	$	135
Fresno	CA	$	110	Anderson	IN	$	90	Piscataway	NJ	$	135	The Woodlands	TX	$	135
Garden Grove	CA	$	110	Bloomington	IN	$	110	Princeton	NJ	$	135	Tyler	TX	$	90
Hayward	CA	$	90	Columbus	IN	$	90	Red Bank	NJ	$	135	Victoria	TX	$	90
Irvine	CA	$	135	Crawfordsville	IN	$	90	Secaucus	NJ	$	110	Waco	TX	$	90
Long Beach	CA	$	135	Ft. Wayne	IN	$	90	Short Hills	NJ	$	250	Salt Lake City	UT	$	135
Los Angeles	CA	$	135	Indianapolis	IN	$	155	Somerset	NJ	$	135	Chantilly	VA	$	155
Milpitas	CA	$	110	Marion	IN	$	90	Teaneck	NJ	$	200	Arlington	VA	$	250
Montebello	CA	$	110	Merrillville	IN	$	90	Tinton Falls	NJ	$	135	Fairfax	VA	$	175
Oakland	CA	$	135	New Albany	IN	$	90	Warren	NJ	$	155	Falls Church	VA	$	225
Ontario	CA	$	110	South Bend	IN	$	90	Whippany	NJ	$	200	Sterling	VA	$	155
Pasadena	CA	$	155	Overland Park	KS	$	90	Pahrump	NV	$	90	Vienna	VA	$	200
Pleasanton	CA	$	135	Topeka	KS	$	90	Reno	NV	$	110	Bellevue	WA	$	155
Rancho Cordova	CA	$	135	Wichita	KS	$	90	Buffalo	NY	$	135	Seattle	WA	$	155
Riverside	CA	$	135	Baton Rouge	LA	$	110	New York	NY	$	375	Appleton	WI	$	90
Sacramento	CA	$	110	New Orleans	LA	$	155	Syracuse	NY	$	135	Brookfield	WI	$	110
San Carlos	CA	$	110	Boston	MA	$	250	White Plains	NY	$	200	Eau Claire	WI	$	90
San Diego	CA	$	135	Cambridge	MA	$	200	Tarrytown	NY	$	200	Milwaukee	WI	$	90
San Francisco	CA	$	200	Framingham	MA	$	155	Vestal	NY	$	175	New Berlin	WI	$	90
San Gabriel	CA	$	135	Tewksbury	MA	$	110	Canton	OH	$	90	Oak Creek	WI	$	90
San Jose	CA	$	135	Ann Arbor	MI	$	90	Cleveland	OH	$	110	OshKosh	WI	$	90
San Leandro	CA	$	135	Deaborn	MI	$	90	Columbus	OH	$	135	Pewaukee	WI	$	110
San Luis Obispo	CA	$	110	Detroit	MI	$	135	Cuyahoga	OH	$	110
San Ramon	CA	$	200	Flint	MI	$	90	Dayton	OH	$	90
Santa Ana	CA	$	110	Grand Blanc	MI	$	90	Dublin	OH	$	110
Stockton	CA	$	90	Grand Rapids	MI	$	90	Grove City	OH	$	90
Torrance	CA	$	110	Grandville	MI	$	110	Hillsboro	OH	$	110
Walnut Creek	CA	$	155	Lansing	MI	$	110	Hudson	OH	$	90
Denver	CO	$	155	Livonia	MI	$	110	Independence	OH	$	110
Meriden	CT	$	110	Marquette	MI	$	90	Lancaster	OH	$	90
New Haven	CT	$	135	Plymouth	MI	$	110	Pinkerington	OH	$	90
Windsor	CT	$	110	Port Huron	MI	$	90	Poland	OH	$	90

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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City	State	Guideline		City	State	Guideline		City	State	Guideline		City	State	Guideline
Washington	DC	$	250	Saginaw	MI	$	90	Reynoldburg	OH	$	90
Wilmington	DE	$	200	Saint Ignace	MI	$	90	Richfield	OH	$	90
Coral Gables	FL	$	225	Southfield	MI	$	135	Springfield	OH	$	90
Ft. Lauderdale	FL	$	155	Stevenville	MI	$	90	Toledo	OH	$	90
Jacksonville	FL	$	135	Troy	MI	$	90	Youngstown	OH	$	90
Miami	FL	$	110	St Louis Park	MN	$	110	Muskogee	OK	$	90

Cities not listed on this Top City Hotel Room Rate Only Guideline Matrix, default to $110.00 nightly rate

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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Appendix F — Additional Requirements

In connection with performing its obligations under this Agreement, Supplier and AT&T shall each, at its own expense, be responsible for compliance with all foreign, federal, state and local laws, rules and regulations including but not limited to The Telephone Consumer Protection Act and the Telemarketing and Consumer Fraud and Abuse Prevention Act and all rules and regulations issued thereunder (individually and collectively referred to as “Telemarketing Rules”). Supplier will notify AT&T of any lawsuit or any complaint, including any inquiry of any federal or state government agency having jurisdiction, alleging any violation of or non-compliance with the Telemarketing Rules.

a. Do Not Call Procedures

1. AT&T’s Responsibilities:

i. AT&T shall be responsible for excluding all AT&T customers who have requested to be placed on AT&T’s internal do not call lists from customer lists furnished by AT&T to Supplier.

2. Supplier’s Responsibilities:

i.	Supplier shall comply with all state, federal, and Direct Marketing Association (DMA) rules in regard to Do Not Call (DNC) lists and procedures.
ii.	Supplier shall obtain all state, federal, and DMA lists directly from these entities. Supplier shall obtain required updates to the DNC lists at the time intervals required by the respective entity.
iii.	Supplier shall load the state, federal, and DMA DNC lists into the Supplier’s server on time and in compliance with any timing intervals required by state or federal laws. Prior to calling customers, Supplier shall scrub all lists provided by AT&T and any lists obtained from other sources against all state, federal, and DMA DNC lists. Supplier shall remove all matches from its calling lists and shall not call any such matches. Supplier shall not call any outbound leads that match state, federal, or DMA DNC lists.
iv.	Supplier shall report to AT&T any matches found between lists provided by AT&T and state, federal and DMA DNC lists (“Matched Leads”). Supplier shall report to AT&T the customer telephone number, the AT&T list on which the matching names appear, and the DNC list on which the matching names appear.
v.	Supplier shall return Matched Leads to AT&T. Supplier shall not call Matched Leads or provide Matched Leads to any other entity. Supplier shall return Matched Leads via the normal lead close process. Supplier shall close out Matched Leads and mark them as non-contacts.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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vi.

Supplier shall provide AT&T with a list of all customers, including their names and telephone numbers, who have indicated to Supplier a desire to be excluded from future AT&T telephone or written solicitations, or who have indicated that they have signed up for a federal or state DNC list, so that AT&T may update its internal do not call lists.

vii.

Supplier represents and warrants that it shall strictly comply with the foregoing procedures and that it shall reimburse AT&T for the cost of AT&T’s defense and for any and all remedies, fines or penalties of any kind that may be imposed on AT&T arising from or related to Supplier’s breach of its warranty to ensure that all calling lists have been reviewed against the applicable state, federal and DMA DNC lists and that all Matched Leads have been removed from the calling lists prior to the commencement of any telemarketing. Failure of Supplier to comply with the foregoing provisions will be considered a material breach of the Agreement, and AT&T may, in addition to all other available legal and equitable remedies, immediately Cancel the Agreement and/or any applicable Order for default, without incurring any Liability whatsoever to Supplier for such Cancellation.

b.

Retention of Records

Supplier shall maintain, in accordance with the requirements of the Telemarketing Rules, for a minimum period of [*] months from the date of any sale of Telecommunications Services hereunder, the name (including any fictitious name used), the last known home address and telephone number, and job title of all current and former employees of Supplier directly involved in any such sale. In addition, Supplier is also responsible for maintaining for a minimum period of [*] months from the date of sale of any Telecommunications Service, the following records.

1.	backup audio-tapes of all audible sales confirmations; and
2.	electronic records reflecting sales information, tracked by specific customer and product sold.

	All such Customer order information must be maintained for the period specified above and Supplier must have the capability to retrieve such information within [*] business days of AT&T’s request. The foregoing record retention requirements shall not be deemed to relieve or delegate AT&T’s responsibilities and obligations under the Telemarketing Rules, including without limitation, the obligation to retain customer sales records in accordance with 16 CFR Part 310.5.
c.	Site and Operations Review
	For purposes of ensuring compliance with this Appendix, AT&T shall be entitled to, upon [*] hours advance notice to Supplier and during business hours, interview and/or observe Supplier’ s people performing Services. In addition, Supplier grants to AT&T the right from time to time, without advance notice, to enter Supplier’s premises either in person or through the use of remote telephone monitoring (shadow monitoring) capabilities during normal business hours for the purpose of observing Supplier’s personnel in their performance of marketing and selling Telecommunications Services; provided, however, AT&T shall not unreasonably interfere with Supplier’s business operations, including the marketing and selling of Telecommunications Services. Furthermore, Supplier grants to AT&T the right, without advanced notice, to enter Supplier’s premises to audit data handling processes and storage.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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	AT&T also reserves the right to audit any and all records, information or materials of Supplier pertaining to the Services provided hereunder and to review SR performance reports and length of service records of SRs assigned to perform Services under this Agreement on behalf of AT&T. AT&T shall provide [*] hours’ notice, verbal or written, of its intent to conduct said audit and/or review.
d.	Use of Data
	Data files, including but not limited to customer lists, customer account information, correspondence and other records are considered Confidential Information and will remain the sole property of AT&T and/or its parent company, subsidiaries or affiliates. Supplier acknowledges the importance of maintaining security and confidentiality of all AT&T data files and agrees to prevent unauthorized transfer, disclosure, or use of these data files by any person or entity not a party of this Agreement. AT&T may monitor the use of these data files in any manner to prevent the improper or unauthorized use of the data, and such monitoring may include, but is not limited to, onsite inspection of the entire Supplier facility at any time. AT&T may use decoy names and addresses. Supplier agrees to ensure that it will not retain, after completion of any job in connection with which data files were provided, all or any portion of the data files, except customer sales records as described in Appendix F (b), “Retention of Records,” of this Appendix, in any manner whatsoever, nor permit any parent, subsidiary, affiliate, third party, agent, employee or contractor, or their respective agents or employees to do so unless prior written permission is obtained from a duly authorized representative of AT&T. Supplier may not use the data files for any purpose other than in connection with the work performed under this Agreement.
e.	Customer Complaints
	Supplier shall notify AT&T of any customer complaints received by Supplier arising out of or as a result of Services provided by Supplier. Supplier shall use diligent efforts to resolve the complaint at no additional cost to AT&T within [*] hours of receipt thereof, whether notified thereof by the customer or AT&T. AT&T shall use reasonable efforts to cooperate with Supplier in resolving such disputes, including providing any information in its possession pertaining to the customer’s account records, as necessary. If Supplier has not resolved a customer complaint, to the extent it involves AT&T Telecommunications Services within [*] business hours of receipt thereof, AT&T may intervene and resolve such complaint to the customer’s satisfaction. If the customer’s complaint arises from Supplier’s error, Supplier shall use its best efforts to correct the error; provided, however, Supplier shall secure the prior consent of AT&T’s Telemarketing Vendor Manager or his/her designee before proposing a solution to the customer which would impose any obligation on AT&T. Supplier’s failure to courteously and professionally represent AT&T and/or promptly and fairly resolve customers’ complaints shall constitute a material breach of this Agreement.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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f.	Training
	Supplier shall be responsible for training its personnel, including additional training upon the introduction of new Telecommunications Services, provided AT&T furnishes to Supplier required source training material. Supplier will provide to AT&T a written statement and assurance that its personnel have successfully completed AT&T’s training requirements before permitting its personnel to promote, market and sell Telecommunications Services. In addition, Supplier shall be responsible for all attrition training. As part of its training responsibilities, Supplier shall notify its personnel of any changes in Telecommunications Services, including any changes in rates for Telecommunications Services and the effective date thereof within [*] hours of receipt of such notice from AT&T.
g.	Price Lists and Information
	AT&T shall supply Supplier with information necessary for the marketing and promoting of Telemarketing Services, such information not to be unreasonably withheld. All such information furnished hereunder shall be subject to the confidentiality and use restrictions set forth in Section 3.16 Information, hereof. AT&T reserves the right in its sole discretion to add, change or withdraw Telecommunications Services at any time. AT&T shall provide advance notice to Supplier of any changes, from time-to-time, of availability, dates and locations of Telecommunications Services as well as potential changes to rates or charges. AT&T further agrees to review and approve in a timely manner all materials developed by Supplier for accuracy of information and consistency with AT&T’ systems and procedures, consent not to be unreasonably withheld.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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Appendix G — Worker Agreement

Worker Agreement

1.	This Agreement is between AT&T and the individual named below (“Worker”) who will provide services for the benefit of AT&T under the terms and conditions of the agreement named below between AT&T and Worker’s employer (“Supplier”) as an employee or independent contractor of Supplier. This Agreement covers Worker’s services to be provided for the benefit of AT&T.
2.	Worker acknowledges and agrees that Worker’s opportunity to work for the benefit of AT&T and receive payment for the same are contingent on Worker’s acceptance and compliance with the provisions of this Agreement.
3.	Worker understands that during the course of Worker’s work with AT&T, Worker may have access to “Information” that belongs to AT&T, its customers, or other parties and may be subject to laws regarding secrecy of communications and that unauthorized disclosure of such Information may be harmful or prejudicial to the interest of AT&T. Such “Information” may be in written, graphic or other tangible form. The term “Information” includes, but is not limited to: all proposals, research, records, reports, recommendations, manuals, findings, evaluations, forms, reviews, information, or other material or data originated or prepared by Supplier in the performance under the agreement named below between AT&T and Supplier. Additionally, the term “Information” includes customer information that includes, but is not limited to: customer name, address, phone number, information concerning a customer’s calling patterns, unlisted customer numbers, aggregate customer data with individual identifying information deleted, and “customer proprietary network information” which includes information available to AT&T by virtue of the AT&T’s relationship with it’s customers as a provider of telecommunications service and may include: the quantity, technical configuration, location, type, destination, amount of use of telecommunications service subscribed to, and information contained on the telephone bills of AT&T’s customers pertaining to telephone exchange service or telephone toll service received by a customer of AT&T. Worker acknowledges and agrees:

a. That all such Information remains the exclusive property of AT&T and Worker agrees to return all copies of such Information to AT&T at AT&T’s request;

b. That unless such Information was previously known to Worker free of any obligation to keep it confidential, or has been or is subsequently made public by AT&T or a third party, it shall be kept confidential by Worker, shall be used only in performing under the agreement named below between AT&T and Supplier, and may not be used for other purposes except such terms as may be agreed upon between AT&T and Supplier in writing;

c. Not to disclose, copy, publish, or in any way use, directly or indirectly, such Information for Worker’s purposes or the purposes of others, unless such disclosure or use is required for the performance of services for AT&T under this Agreement or unless such disclosure or use is expressly authorized in writing by AT&T;

d. To keep such Information in a secure environment to prevent the inadvertent disclosure of such Information to others; and

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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e. Upon the cancellation or termination of this Agreement to promptly deliver to Supplier all Information furnished to Worker in connection with the performance of Services under this Agreement.

4. Worker understands that during the course of Worker’s engagement with AT&T, Worker may have contact with AT&T’s customer(s). Worker acknowledges and agrees:

a. That contact by Worker of AT&T’s customer(s) shall be solely for the purpose of performing under the agreement named below between AT&T and Supplier;

b.	That prior to Worker initiating contact in any form with AT&T’s customer(s) pursuant to this Agreement, Worker must be in receipt of a script, creative media or recital, as applicable, approved by AT&T, that details specifically what will be communicated during the contact with AT&T’s customer(s);
c.	That during contact with AT&T’s customer(s), Worker will not change or otherwise deviate from the approved script, creative media or recital without the prior written approval of AT&T; and
d.	Not to use any “customer proprietary network information” as defined in paragraph 3 of this Agreement to market or otherwise sell any other service or equipment to AT&T’s customers. As used herein the term “equipment” includes, but is not limited to, various telephone sets and adjunct devices.

5. Worker agrees to not engage in any fraudulent practices, including, but not limited to, cramming or slamming.

a.	cramming occurs when charges for products or services a customer hasn’t ordered or may not have ever received appear on their bill.
b.	slamming is the unauthorized and illegal changing of a consumer’s or business’ telecommunications service provider without his or her knowledge or permission. It can affect local and long-distance service provider choices.

6.	This Agreement shall be effective as of the date executed below, and shall remain in effect notwithstanding Worker’s termination of employment with Supplier or termination of Worker’s engagement with AT&T.
7.	The interpretation of this Agreement shall be governed by the laws of the State of Texas.
8.	In the event that a court of competent jurisdiction rules that any portion of this Agreement is invalid or unenforceable, then the remaining portions shall remain in full force and effect.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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Worker:		Date:
	Signature
Printed Name:		Employee Number:

Name of Supplier:

Number of Agreement between AT&T and Supplier:

Effective Date of Supplier Agreement:

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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Appendix H — Quality Assurance Standards and Guidelines

This Appendix sets forth certain quality assurance standards and guidelines that may be applicable to all Material and Services provided to AT&T by Supplier and pursuant to an Order(s) issued hereunder. The term “Representative” shall mean Supplier’s Representative, also may be known as Customer Care Employee “CCE”, Customer Care Associate “CCA”, or Customer Service Representative “CSR”, etc. as designated in the Order. Whenever the term “telemarketing” shall appear, it shall also mean “teleservices”.

Notwithstanding anything contained herein, AT&T may at any time waive or modify any or all of the following quality assurance standards and guidelines, at the sole discretion of AT&T. Such waiver or modification shall only apply if specifically provided for in writing by AT&T in an Order issued pursuant to this Agreement.

AUTOMATIC OR PREDICTIVE DIALING

Supplier agrees to provide automatic or predictive dialing capability as required by AT&T for all outbound Programs. Supplier’s abandonment rate for calls utilizing predictive dialers shall not exceed DMOQs set forth in the Order or Direct Marketing Association (“DMA”) Guidelines whichever is lower.

BUSINESS CONTINUITY/DISASTER RECOVERY

1. Prior to the commencement date of this Agreement, Supplier shall provide AT&T with a written Business Continuity Plan (hereinafter “Plan”) as described below, which is subject to AT&T’s review and acceptance. Once accepted by AT&T, Supplier shall not amend or modify such Plan without AT&T’s express written consent. Such Plan shall include procedures to allow conversion to an alternate manual or mechanized operation within fifteen (15) minutes of a major service affecting interruption (e.g., power outage, weather-related shut downs, etc.). In the event any telecommunications services or processes are not operating properly, Supplier shall take immediate action in accordance with Supplier’s approved Plan to rectify the disruption. Such Plan, once agreed to and accepted by AT&T, shall be incorporated by reference to this Agreement.

The Plan shall specify service and network procedures and safeguards, including:

• Adherence to AT&T’s Disaster Recovery and Incident Management Standards Checklist shown on Attachment 1.

• Primary and secondary center and system support contacts. This list shall include Contact name, title, Contact’s business phone and home phone numbers, and pager and cellular numbers if applicable. Any changes shall be immediately reported to AT&T.

• A reliability design known as “N+1” which has a minimum of N+1 Universal Power Supply (“UPS”) with N+1 battery power feed to supply uninterrupted power service in the event commercial Alternating Current (“AC”) is lost. The UPS feed shall provide adequate power sufficient to allow time for emergency AC generators to be successfully engaged. The emergency generators shall operate until commercial power is restored.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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• Adequate fire suppression equipment and systems at all locations where AT&T Work is performed per local regulatory or governmental codes.

• Appropriate documented evacuation plans and procedures.

2.

Supplier shall notify AT&T within [*] of a service affecting interruption.

3.

Every 12th month, Supplier shall perform a comprehensive assessment of its Plan for service and disaster recovery preparedness, and present its findings and recommendations to AT&T for AT&T’s approval within thirty (30) days of completion of the assessment. The assessment shall be performed by a professional disaster recovery specialist accredited by the Disaster Recovery Institute, or equivalent. Upon approval by AT&T, Supplier shall promptly make, at its sole cost and expense, such recommendations to the Plan, or such other changes that AT&T may require.

DATA ENTRY

Supplier warrants that all data entry received will be “accurate” when submitted for processing. An order is accurate if there is no deviation between the original customer request and the actual order issued and the order contains all information necessary to process such order. Supplier shall document the quality of orders by using error management reports and comparing, in a daily sample, the actual records of customer request to the actual order issued to determine accuracy of Work performed. AT&T may assess order accuracy according to its sales validation process.

MASTER DATA CONNECTION AGREEMENT (“MDCA”) REQUIREMENT

Supplier agrees to sign AT&T’s Master Data Connection Agreement (“DCA”) which will be provided by AT&T and which describes the details of the data network connectivity between the two companies, including support contacts, roles and responsibilities and communication media. This DCA shall be in such form and with such terms and conditions as may be required by AT&T.

DEDICATED EMPLOYEES

Supplier shall perform the Work using dedicated employees (“Dedicated Employee”). A “Dedicated Employee “ is defined as Supplier’s employees, including Representatives, supervisors, trainers, quality analysts, etc. who shall only work on AT&T’s Program(s) defined in an Order(s) issued under this Agreement.

If specifically provided for in an Order, the Work may be performed by a “Shared Employee” as described below:

(a) Supplier’s Representatives and other employees specified by AT&T may work on other AT&T Program(s) described in other Order(s) while working on the Program(s) specified in the Order; or

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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(b) Supplier’s Representatives and other employees specified by AT&T may work on other AT&T and/or non-AT&T Program(s) while working on the Program(s) specified in the Order.

IN-CONTROL PROCESS REVIEW

In-Control Process Review may be conducted by AT&T with Supplier. Supplier agrees to cooperate with AT&T in all respects to any such process review. This process has been designed to provide reasonable assurance regarding the achievement of objectives in the following categories:

• Effectiveness and efficiency of operations

• Reliability of financial reporting

• Compliance with applicable laws and regulations

In-Control Process Reviews may be shared with Supplier at AT&T’s sole discretion. In instances where significant or material control deficiencies are encountered, Supplier shall respond with a corrective action plan, for AT&T’s approval, no later than [*] working days following the review of findings or such other times as may be designated by AT&T. The corrective action plan shall describe specific time frames and work plans to correct the control deficiencies, and shall assign a single point of contact/responsibility for correcting the deficiencies. If such plan does not meet AT&T’s approval, Supplier shall promptly make, at its sole cost and expense, any changes and/or modifications to the Plan that AT&T may require. The issuance and/or acceptance by AT&T of such plan shall not relieve Supplier of any of its performance obligations herein or described in AT&T’s Orders nor shall it excuse any liability for damages caused by Supplier’s failure to comply with any terms of this Agreement.

MARKET DATA

Supplier shall obtain, retain and provide to AT&T upon request the market data and customer information that AT&T determines is reasonably required to conduct its business, including, but not limited to, such information described in an Order.

QUALITY AUDITS

AT&T reserves the right, at its expense, to conduct quality control reviews operational audits and performance reviews of the marketing and related activities performed by Supplier under this Agreement. Such reviews may be done at any time during business hours by (1) visiting the facility where the Work is performed; and (2) verifying Work quality levels; and/or (3) conducting daily remote observations and other activities reasonably related to obtaining information for quality control review purposes. Supplier agrees to cooperate fully with AT&T in any review AT&T may perform, including providing AT&T with information and explaining procedures and operations about which AT&T may have questions.

STAFFING

a) Staffing Requirements:

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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Supplier represents and warrants its Representatives shall possess the following minimum skill sets:

• Excellent verbal communication (clear, crisp speech)

• Excellent judgment and decision making skills

• Good keyboard typing/PC skills

• Rudimentary mathematics skills, including but not limited to the ability to calculate and/or re-rate consumer bills

• High attention to detail

• Ability to overlap skills

• Minimum of a high school degree

• Good listening skills

b) Span of Control:

Unless otherwise directed in an Order, Supplier shall maintain at least [*] supervisor to [*] Representatives. AT&T must approve any span of control that is greater than [*] supervisor to [*] Representatives in advance and in writing.

c) System Site Trouble Coordinator:

a. Required Skills: Supplier shall designate a System Site Trouble Coordinator (“Trouble Coordinator”) at each location possessing the following skills:

i.	Working knowledge of AT&T’s Methods & Procedures Manual (“M&Ps”).
ii.	Good customer telephone techniques
iii.	Excellent trouble shooting skills (e.g. determining the difference between user error and system error)
iv.	Knowledge of the trouble reporting and escalation procedures when calling AT&T
v.	Knowledge of AT&T applications and appropriate M&Ps
vi.	Knowledge of Supplier’s internal network
vii.	Knowledge of AT&T’s ID administration process

b. Responsibilities: The Trouble Coordinator will have the responsibility to ensure that all system problems are reported to AT&T. The Trouble Coordinator must provide the following information to the AT&T when reporting trouble:

i.

A description of the problem (e.g. multiple examples should be provided as appropriate), the name of the implicated hardware or devices (e.g., presentation server, application server, etc.), the specific error message, the customer account number (if appropriate), the scope of the problem (e.g., number of users experiencing the problem), User ID of the user experiencing the problem, the steps taken to log on to the system in question, and an explanation of the steps/key strokes taken prior to the problem.

ii.

The Trouble Coordinator must first attempt to recreate the problem and document it with an example before calling the AT&T. This may help to determine if the problem is system driven, user driven, or M&P driven. If the Trouble Coordinator is unable to recreate the problem, the Trouble Coordinator should still contact the AT&T for counsel and determine if a trouble ticket should be created.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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iii. If additional information is needed, after the trouble ticket is created, Supplier must respond back to AT&T within [*] hours. The additional information must have the trouble ticket number from when Supplier originally contacted the AT&T.

d) Technical Project Team:

Supplier shall assign a Technical Project Team and a Technical Project Manager with expertise in the systems and software utilized for the Work.

e) Staffing Control:

AT&T may, at any time, request immediate removal and replacement of any Representative(s), or other employee of Supplier (e.g. trainers, supervisors, etc.) for performance reasons. Supplier shall, at Supplier’s sole expense, remove and replace such Representative(s) or employee(s). Supplier shall not reassign such Representative(s) or employee(s) to any AT&T Program(s).

f) Point of Contact:

Supplier shall provide a single point of contact that AT&T may contact to resolve all issues related to the Work. This individual shall be knowledgeable about daily operational issues, possess good interpersonal skills, and have the ability and authority to discuss, investigate and resolve Work related issues. AT&T recommends that Supplier appoint an individual with these qualifications at each location.

USE OF AT&T TELECOMMUNICATION SERVICES

Supplier shall conduct all Services for AT&T utilizing AT&T’s voice and data lines. These services must be acquired through the appropriate AT&T Account Team and not through a reseller of AT&T’s services. Supplier shall provide sufficient documented support to satisfy these requirements, and will be subject to audits.

VOICE AND APPLICATION ACCESS- QUALITY MONITORING REQUIREMENTS

Supplier shall provide AT&T, pursuant to applicable law, with a means to remotely monitor (i.e. provide remote access to its trunk lines in order to randomly monitor calls handled by Supplier’s Representatives) calls handled at Supplier’s facilities without the intervention of Supplier’s personnel to insure adherence to AT&T’s standards for quality and customer satisfaction. Quality requirements include, but are not necessarily limited to, positioning the offer, AT&T branding, not making false claims, appropriate notification to Customer of fulfillment time for service.

Supplier shall make the necessary system and process changes at no cost to AT&T to insure that Representatives are not aware that AT&T’s quality observer is monitoring the Representatives calls. However, Supplier shall ensure that Representatives are aware that from to time to they may be observed without them knowing. At a minimum, Supplier shall monitor every Representative every

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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[*] calling days, or such other intervals as may be directed by AT&T in an Order, for compliance with the standards set forth in this Agreement.

If requested by AT&T, Supplier shall, at no cost to AT&T, provide AT&T with the capability to remotely view the Representatives use of systems when servicing a call. Supplier agrees that these remote views shall provide real-time images of the Representatives workstation desktop, enabling the observer to correlate the Representatives flow through system screens with the conversation of the monitored call. Such capability shall be implemented by Supplier within a mutually agreed upon timeframe.

Supplier shall provide a list of IDs and locations of Representatives who are currently logged into the Supplier’s systems and who are handling customer inquiry calls for AT&T within [*] or less when requested by AT&T’s quality monitoring observers. Supplier shall provide such list via secured web access or via access to Supplier’s workforce management system.

WORK LOCATIONS

Supplier shall perform the Work at the location(s) specifically set forth in an Order. If Supplier requests that the Work be performed at another Supplier location(s), Supplier shall obtain sixty (60) days prior written authorization from AT&T for such call flow change and such change shall be at Supplier’s sole and exclusive cost. The notification shall include Supplier’s migration plan recommendations that shall include running parallel processes to guarantee DMOQs are met. AT&T reserves the right to accept and/or reject such request at its sole discretion.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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Appendix I — Agreement Regarding Non-Employment Status with AT&T

This Agreement (“Agreement”) dated ___is made by the individual named below (“I” or “me”), who is engaged to perform work at ___[Insert name of AT&T company that worker will be doing work for.]___(“AT&T Company”), as a worker of ___ (“Supplier”) under the terms and conditions of the agreement named below, between Supplier and <!AT&T!> .

I.	Status
	I have been engaged by Supplier to provide services to AT&T Company. I may be hired by Supplier as a full or part-time employee, a temporary worker, or as an independent contractor. I understand that no employment relationship between me and the AT&T Company is created by this Agreement or by my agreement with the Supplier to provide services to Supplier or AT&T Company.
	I acknowledge and agree that Supplier shall be solely responsible for all payments to me including payment of compensation, premium payments for overtime, bonuses, and other incentive payments, if any, and payments for vacation, holiday, sick days or other personal days, if any. Also, I will be solely responsible for negotiating and agreeing with Supplier for participation in any Supplier benefit plans, including any pension, savings, or health and welfare plan. Unless AT&T Company expressly provides otherwise in writing, I further understand and agree that I am not eligible to participate in or receive any benefits under the terms of the AT&T Company’s pension plans, savings plans, health plans, vision plans, disability plans, life insurance plans, stock option plans, or any employee benefit plan sponsored by the AT&T Company for any period of time. I understand and agree that the cash payments and benefits which I receive from Supplier shall represent the sole compensation to which I am entitled, and that Supplier will be solely responsible for all matters relating to compliance with all employer tax obligations arising from the performance of Services in connection with this Agreement. These tax obligations include but are not limited to the obligation to withhold employee taxes under local, state and federal income tax laws, unemployment compensation insurance tax laws, state disability insurance tax laws, social security and Medicare tax laws, and all other payroll tax laws or similar laws.
I.	Work Policies and Rules

1. I agree that during the performance of my services I will not violate AT&T Company work rules and policies, including but not limited to those specified in the AT&T Code Of Business Conduct.

2. I understand that it is my responsibility to ensure that my personal conduct and comments in the workplace support a professional environment which is free of inappropriate behavior, language, joke or actions which could be perceived as sexual harassment or as biased, demeaning, offensive, derogatory to others based upon race, color, religion, national origin, sex, age, sexual orientation, marital status, veteran’s status or disability. I further agree to refrain from words or conduct that is threatening and/or disrespectful of others.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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3. If AT&T Company provides me access to its computer systems, I agree (a) to use such systems in a professional manner, (b) to use such systems only for business purposes and solely for the purposes of performing under the agreement named below, (c) to use such systems in compliance with AT&T Company’s applicable standards and guidelines for computer systems use, and (d) to use password devices, if applicable and if requested by AT&T Company. Without limiting the foregoing, AT&T Company property, including but not limited to Intranet and Internet services, shall not be used for personal purposes or for any purpose which is not directly related to the business which is the subject of the agreement named below. I acknowledge and agree that I must have a valid AT&T Company business reason to access the Intranet and/ or the Internet from within AT&T Company’s private corporate network.

III. Administrative Terms

1. This Agreement shall be effective as of the date executed below, and shall remain in effect notwithstanding my termination of employment with Supplier or termination of my work at AT&T Company.

2. In the event that any provision of this Agreement is held to be invalid or unenforceable, then such invalid or enforceable provisions shall be severed, and the remaining provisions shall remain in full force and effect to the fullest extent permitted by law.

I have read, understand and agree to abide by this Agreement.

By:	Date:
Print Name:	Social Security #:
Address:

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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Appendix AA — Background Checks

a. Definitions. As used in this Appendix, the terms set forth below shall have the following meanings:

1.	Access shall mean direct or indirect access, whether physical, virtual, or otherwise, to any of AT&T’s employee or customer Information or any of AT&T’s or AT&T’s customer’s (i) premises, (ii) systems or software, or (iii) networks.
2.	Background Check, with respect to any Supplier Person, shall mean:

Supplier’s;

(a) [*],

(b) [*],

(c) [*], and

(d) [*].

3.	Arraigned or Convicted, with respect to a Supplier Person, shall mean that such person is awaiting trial for or has been convicted (i) of a felony, or (ii) of a misdemeanor involving (a) violence, (b) sexually related conduct, or (c) burglary, theft, fraud or other financial crimes.
4.	Claims shall mean claims, investigative actions, suits, or proceedings for Losses.

5. Criminal Background Check, with respect to any Supplier Person, shall mean (i) a criminal background check of such person covering each [*], and (ii) a search of each Registry to determine whether such person is identified as a Sex Offender.

6. Drug Screen, with respect to any Supplier Person, shall mean the testing of such person for the use of illicit drugs, including the cannabinoids, cocaine, amphetamines, opiates, and phencyclidine.

7. Identification Credentials, with respect to any Supplier Person, shall mean indicia of such person’s identity, including his or her date of birth, Social Security Number (and/or, if applicable, other national identification number), country of citizenship (and, if applicable, status in U.S. as an alien permanent resident, holder of an HB1 visa, etc.), and employment history during the Period.

8. Include (all forms thereof) shall mean include without limitation by virtue of enumeration.

9. Losses shall mean losses, damages, fines, penalties, liabilities (e.g., settlements and judgments) and expenses (e.g., interest, court costs, and reasonable attorneys’ and other third party fees and expenses and other litigation expenses) that may be or actually are suffered, incurred, or sustained by AT&T or to which AT&T becomes subject.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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10.	Period, with respect to Supplier’s Background Check of any Supplier Person, shall mean the [*] years preceding such background check.
11.	Registry shall mean each registry or compilation, including each website, maintained by each federal or state agency that identifies or sets forth a registry of convicted Sex Offenders.
12.	Resolved, with respect to any arrest or conviction reported by a Supplier Person to Supplier or Supplier’s subcontractor or agent, shall mean that Supplier has reviewed such arrest or conviction and has taken appropriate action with respect thereto.
13.	Self-Reporting, with respect to any Supplier Person, shall mean formal written requirements and procedures of Supplier or Supplier’s subcontractor or agent that require such person to report arrests and convictions to Supplier or such subcontractor or agent.
14.	Sex Offender shall mean any person identified or registered as a convicted sex offender in any Registry.
15.	Supplier Person shall mean each employee or temporary worker of (i) Supplier, (ii) each subcontractor of Supplier, and (iii) each agent of Supplier.
16.	Specified Service shall mean any Service that permits or requires Access.

b. Background Checks of Supplier Persons Performing Specified Services

1. In each case to the extent permissible under applicable law, including any such law governing the rehabilitation of offenders or restricting the disclosure of drug-screening results —

i.	Initial Background Check. Supplier shall conduct an initial Background Check of each Supplier Person whom Supplier proposes to have perform any Specified Service
ii.	[*]; Officer Certification. Supplier shall thereafter [*] conduct a Criminal Background Check of each Supplier Person performing any Specified Service (unless such person is subject to Self-Reporting and Supplier has Resolved any arrest or conviction reported by such person). Supplier shall cause one of its officers to certify to AT&T Supplier’s compliance with this section b(1)(ii) in the form set forth below. Supplier shall send such certification to the AT&T contact for notices set forth in the Agreement.
iii.	Supplier Indemnification of AT&T. Supplier shall indemnify, defend and hold harmless AT&T from any Claims, resulting from, arising out of, or relating to Supplier’s use of any Supplier Person to perform any specific service who has been Arraigned or Convicted or identified on a Registry as a Sex Offender prior to, as applicable, (i) performing such Specified Service, or (ii) Supplier’s annual Criminal Background Check of such person.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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2.

Supplier Representation as to Drug Screening, Arraignments and Convictions, Sex Offenses. Supplier (i) represents and warrants that no Supplier Person who Supplier proposes to have perform any Specified Service presented a positive drug screen, has been Arraigned or Convicted, or is identified on any Registry as a Sex Offender, and (ii) shall not permit any Supplier Person, who has presented a positive drug screen, or who has been Arraigned or Convicted, or who has been identified on any Registry as a Sex Offender, to perform any Specified Service.

3.

Supplier Responsibilities with respect to Supplier Person’s Identification Credentials.

i.	Supplier shall make all reasonable efforts to ensure that no Supplier Person who Supplier proposes to have perform any Specified Service, (i) falsifies any of his or her Identification Credentials, or (ii) fails to disclose any information in the hiring process relevant to the performance of such Services.
ii.	Supplier shall not permit to perform any Specified Service, but shall instead immediately remove from the performance thereof, any such person who has falsified any Identification Credential or failed to disclose any such information.
iii.	Supplier shall indemnify, defend and hold harmless AT&T from any Claims for Losses, resulting from, arising out of, or relating to Supplier’s use of any Supplier Person to perform any specific service who has falsified any such Identification Credential.

Certification of Compliance — [*] Criminal Background Check

Startek, Inc. (“Supplier”) and AT&T Services, Inc. (“AT&T”) are parties to Agreement No. (insert number) dated [insert date of Agreement] (the “Agreement”). Capitalized terms used but not otherwise defined herein have the meanings set forth in the Agreement.

The Appendix to the Agreement entitled “Background Checks” (the “Background Check Provision”) provides that Supplier shall annually cause one of its officers to certify Supplier’s compliance with section b(1)(ii) of the Background Check Provision.

Pursuant to the requirements of the Background Check Provision, I hereby certify that Supplier is in compliance with section b(1)(ii) thereof and, specifically, with respect to each Supplier Person performing any Specified Service, either (a) Supplier has within the past [*] conducted a Criminal Background Check and no such person has been Arraigned or Convicted or identified on a Registry as a Sex Offender, or (b) during the past [*] such person has been subject to Self-Reporting and Supplier has Resolved any arrest or conviction reported by such person.

By

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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Name [printed]

Title [printed]

Date [printed]

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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Exhibit A — AT&T Code of Conduct

1. Every Supplier has the responsibility of dealing fairly with AT&T’s Customers, past and present, fellow AT&T Suppliers and authorized sales representatives and the general public.

2. Each Supplier has the responsibility of adhering to generally accepted standards of accuracy, truth and good taste at all times. No Supplier shall be placed in a position where the Supplier’s interest is, or may be, in conflict with duty to the Customer.

3. Each Supplier shall safeguard the confidences of both present and former AT&T Customers, and shall not accept retainers that may involve the disclosure or use of these confidences to the disadvantage or prejudice of such Customers.

4. Each Supplier shall always strive to communicate clearly with customers, and treat them with respect. In some instances, our competitors are also our customers, and it is our duty to treat them with the same level of courtesy and respect as we use in dealing with the rest of our customers.

5. No Supplier shall intentionally disseminate false or misleading information, and each Supplier is obligated to use as much care as is humanly possible to avoid dissemination of false or misleading information.

6. Supplier will not represent themselves as an employee of AT&T.

7. Supplier agrees that any fraudulent conduct by it’s employees must be identified and investigated immediately and brought to the attention of AT&T. Fraudulent or illegal conduct includes, but is not limited to, any oral or written misrepresentation of facts, misappropriation of funds, theft, improper reporting of sales or expenses, or any other dishonest acts, done while working for Supplier.

8. No Supplier shall intentionally injure the professional reputation or practice of AT&T or another AT&T Supplier or authorized sales representative. However, if a Supplier has evidence that another Supplier vendor has been guilty of unethical, illegal or unfair practices, including practices in violation of this Code, the Supplier is obligated to present the information to the proper representative of AT&T for action and in accordance with the terms and conditions set forth in this Agreement or the applicable services sales agreement.

9. No Supplier shall accept fees, compensations, or any other valuable consideration in connection with those Services provided herein from anyone other than AT&T.

10. A Supplier shall, as soon as possible, sever the relationship with any agent or representative when the Supplier knows or should know that continued employment would require the Supplier to conduct itself contrary to the good conduct principles of this Code.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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11. Supplier agrees to take necessary steps to ensure employees are not involved in fraudulent practices, including, but not limited to, cramming or slamming. “Cramming” occurs when a Customer is charged for products or services they have not ordered or may not have ever received. “Slamming” is the unauthorized and illegal changing of a Customer’s telecommunications service provider without his or her knowledge or permission. Supplier must obtain clear, explicit consent from customers before making any additions or changes to their service or accounts. Supplier must report any information concerning slamming and cramming to their supervisor and to AT&T immediately.

12. Supplier agrees it will not create sales that do not provide value to the customer and the Company, or manipulate the commission system.

13. Supplier shall not provide any discounts, bonus payments, cash or non-cash incentives to a Customer for the sale of a Service covered under this Agreement except those included in AT&T tariffs and pricing plans.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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Exhibit B — Texas Code of Conduct

CHAPTER 26. SUBSTANTIVE RULES APPLICABLE TO TELECOMMUNICATIONS SERVICE PROVIDERS Subchapter F. REGULATION OF TELECOMMUNICATIONS SERVICE. §26.133. Business and Marketing Code of Conduct for Certificated Telecommunications Utilities (CTUs).

(a) Purpose. The purpose of this section is to establish a code of conduct in order to implement Public Utility Regulatory Act (PURA) §51.001 and §64.001 relating to fair business practices and safeguards against fraudulent, unfair, misleading, deceptive, or anticompetitive practices in order to ensure quality service and a competitive market.

(b) Application. This section applies to all certificated telecommunications utilities (CTUs), as defined in §26.5 of this title (relating to Definitions), and CTU employees. This section also applies to all authorized agents of the CTU.

(c) Communications. (1) A CTU employee or authorized agent shall conduct communications with competitors and competitors’ end-user customers with the same degree of professionalism, courtesy, and efficiency as that performed on behalf of their employer and end-user customers.

(2) A CTU employee or authorized agent, while engaged in the installation of equipment or the rendering of services (including the processing of an order for the installation, repair or restoration of service, or engaged in the actual repair or restoration of service) on behalf of a competitor shall not make statements regarding the service of any competitor and shall not promote any of the CTU’s services to the competitor’s end-user customers.

(d) Corporate advertising and marketing.

(1) A CTU, CTU employee or authorized agent shall not engage in false, misleading or deceptive practices, advertising or marketing with respect to the offering of any telecommunications service.

(2) A CTU, CTU employee or authorized agent shall not falsely state or falsely imply that the services provided by the CTU on behalf of a competitor are superior when purchased directly from the CTU.

(3) A CTU, CTU employee or authorized agent shall not falsely state or falsely imply that the services offered by a competitor cannot be reliably rendered, or that the quality of service provided by a competitor is of a substandard nature.

(4) A CTU, CTU employee or authorized agent shall not falsely state nor falsely imply to any end-user customer that the continuation of any telecommunications service provided by the CTU is contingent upon ordering any other telecommunications service offered by the CTU. This section is not intended to prohibit a CTU from offering, or enforcing the terms of, any bundled or packaged service or any other form of pricing flexibility permitted by PURA and commission rules.

(e) Information sharing and disclosure.

(1) Pursuant to the federal Telecommunications Act §222(a), each CTU has a duty to protect the confidentiality of proprietary information of, and relating to, other CTUs.

(2) Pursuant to the federal Telecommunications Act §222(b), each CTU that receives or obtains proprietary information from another CTU for purposes of providing any telecommunications service shall use such information only for such purpose, and shall not use such information for its own marketing efforts or any other unauthorized purpose.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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(f) References to other Chapter 26 substantive rules. The following commission rules also affect the conduct of CTU employees and authorized agents. All CTU employees and agents must be trained to comply with the specific substance of these rules which affect their employment responsibilities. Copies of specific commission rules shall be made available by the CTU to any employee or agent upon their request. The applicability of each of the following sections is unaffected by the reference in this section and does not relieve any CTU of its responsibility to abide by other applicable commission rules.

(1) Section 26.21 of this title (relating to General Provisions of Customer Service and Protection Rules);

(2) Section 26.31 of this title (relating to Disclosures to Applicants and Customers); (3) Section 26.32 of this title (relating to Protection Against Unauthorized Billing Charges (“Cramming”));

(4) Section 26.37 of this title (relating to Texas No-Call List);

(5) Section 26.122 of this title (relating to Customer Proprietary Network Information (CPNI));

(6) Section 26.126 of this title (relating to Telephone Solicitation); and

(7) Section 26.130 of this title (relating to Selection of Telecommunications Utilities).

(g) Adoption and dissemination.

(1) Every CTU or authorized agent shall formally adopt and implement all applicable provisions of this section as company policy, or modify existing company policy as needed to incorporate all applicable provisions, within 90 days of the effective date of this section. A CTU shall provide a copy of its internal code of conduct required by this section to the commission upon request.

(2) Every CTU or authorized agent shall disseminate the applicable provisions of this section to all existing and new employees and agents, and take appropriate actions to both train employees and enforce compliance with this section on an ongoing basis. Every CTU shall document every employee’s and agent’s receipt and acknowledgement of its internal policies required by this section, and every CTU shall make such documentation available to the commission upon request.

(h) Investigation and enforcement.

(1) Administrative penalties. If the commission finds that a CTU has violated any provision of this section, the commission shall order the utility to take corrective action, as necessary, and the utility may be subject to administrative penalties and other enforcement actions pursuant to PURA, Chapter 15.

(2) Certificate revocation. If the commission finds that a CTU is repeatedly in violation of this section, and if consistent with the public interest, the commission may suspend, restrict, or revoke the registration or certificate of the CTU.

(3) Coordination with the Office of the Attorney General. The commission shall coordinate its enforcement efforts regarding the prosecution of fraudulent, misleading, deceptive, and anticompetitive business practices with the Office of the Attorney General in order to ensure consistent treatment of specific alleged violations.

Supplier Representative

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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Acknowledgment of Codes of Conduct:

Supplier Representative Date

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

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Attachment 1
Page 1 of 2

Attachment 1. Business Continuity/Disaster Recovery Checklist

In alignment with AT&T Business Continuity/Disaster Recovery (BC/DR) planning standards, the following checklist includes, at a minimum, recovery topics that should be defined and documented in Supplier’s BC/DR plan.

Item	Yes	No	N/A
Description of services provided to AT&T
DR Plan description
DR Plan scope & assumptions
Disaster declaration procedures and notification
Recovery Strategy and Objectives (describe the strategy to meet the stated/concurred to recovery objectives), including but not limited to:
•   Recovery Point Objective (RPO) — Logical data processing point that must be re-established prior to resuming ongoing processing at a recovery site, if applicable
•   Recovery Time Objective (RTO) — Period of time elapsed between declaration of a disaster and the time a specific function or application must reach its RPO, and thus be ready to resume operation at the recovery site, as concurred to by AT&T
•   Level of Service Objective (LSO) — After a disaster, this identifies the acceptable percentage of recovered business functionality, as concurred to by AT&T
DR Teams — define and document each team required for the following:
•   Team mission, roles and responsibilities
Membership, roles, responsibilities and contact information (primary and alternate reach numbers)
•   Alternate team members and contact information (primary and alternate reach numbers)
•   Vendor and customer contact information (primary and alternate reach numbers)
Address applicability of any or all of the critical supporting infrastructure components required to execute the DR Plan:
•   Work Center (including people, equipment, work shifts, etc.)
•   Applications/Systems
•   Platform (including hardware and software)
•   Network (including voice, data, connectivity)

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

Agreement Number 20070105.006.C
Attachment 1
Page 2 of 2

•   Data & Vital Records

Data Backup

•   Define the backup strategy required to ensure the recovery of data (customer and operational) in support of the RPO objectives, if applicable

•   If applicable, define off site storage procedures/ requirements (proximity of “10+” miles from primary site.)

Recovery Procedures

•   Document notification procedures and response requirements

•   Document the recovery process activity flow

•   Recovery procedure/task timeline

•   Contacts for response and notification

•   Recovery escalation procedures and contact names and reach information (primary and alternate reach numbers)

•   Recovery site(s) location information, and expected operational readiness status

•   Define any Service Level Agreement (SLA) impact on resource requirements at recovery site(s), if performed by third party

DR Plan Exercise — to include the following:

•   Exercise schedule (annual exercise required)

•   Exercise scope, strategy and objectives (including RTO, RPO, LSO and functional components at the detailed level)

•   Exercise expected results, limitations and assumptions

•   Exercise results, criterion for determining success/failure as well as RTO, RPO, LSO, functional components at the detailed level as well as correction action identification

•   Related exercise history and corrective action history

DR Plan Maintenance — to include the following:

•   Plan maintenance schedule & log

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

EX-10.91

EXHIBIT 10.91

Amendment #A.004

20020124.5.S.6 — LSSD Ordering & Provisioning

Between

Startek, Inc.

And

AT&T Services, Inc.

 * Material has been omitted pursuant to a request for confidential treatment and such material has been filed separately with the Securities and Exchange Commission. An asterisk within brackets denotes omissions.

Amendment No. 20020124.5.S.6.A.004

AMENDMENT NO. 20020124.5.S.6.A.004

AGREEMENT NO. 20020124.5.S.6 — LSSD Ordering & Provisioning

This Amendment, effective April 1, 2007 (“Effective Date”), and amending Agreement No. 20020124.5.S.6, is by and between Startek, Inc., a Delaware corporation (“Supplier”) and AT&T Services, Inc. (formerly AT&T Corp.), a Delaware corporation (“AT&T”), each of which may be referred to in the singular as “Party” or in the plural as “Parties.”

WITNESSETH

WHEREAS, Supplier and AT&T entered into Agreement No. 20020124.5.S.6, on April 15, 2004, as amended by Amendment 1, dated June 11, 2004, Amendment 2, dated December 20, 2004, and Amendment 3, dated December 15, 2005 (the “Agreement”); and

WHEREAS, Supplier and AT&T entered a new Master Agreement Number 20070105.006.C (“Master Agreement”) signed by Startek, Inc. on January 26, 2007 and AT&T on January 18, 2007 and the terms and conditions of this Master Agreement shall now govern this Agreement.

WHEREAS, Supplier and AT&T desire to further amend the Agreement as hereinafter set forth; and

ACCORDINGLY, the parties hereby agree as follows:

Agreement Number 20070105.006.C from the Effective Date forward shall govern and control Order No. 20020124.5.S.6 that was originally issued pursuant to Agreement No. 20020124.5.C. Agreement Number 20070105.006.C is hereby incorporated by reference into Agreement Order No. 20020124.5.S.6 and 20020124.5.C shall be of no effect.

Now, THEREFORE, in consideration of the premises and the covenants hereinafter contained, the Parties hereto agree as follows:

1.	Section VII ‘TERM’, is hereby amended to change the end date to March 31, 2008.
2.	Section VII is hereby modified to add at the beginning of the Section:
	“The maximum expenditure under this Amendment shall not exceed [*] Dollars ($[*]).

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T Services, Inc., Startek, Inc., their Affiliates
and their third party representatives, except under written agreement by the contracting Parties.

2

Amendment No. 20020124.5.S.6.A.004

3. Section X Supplier’s Representative is hereby added:

[*]
Director — Client Services
44 Cook Street
Denver, CO 80206
Phone [*]
Email: [*]

The terms and conditions of Agreement No. 20020124.5.S.6 in all other respects remain unmodified and in full force and effect.

IN WITNESS WHEREOF, the Parties have caused this Amendment A.004 to Agreement No. 20020124.5.S.6 to be executed, which may be in duplicate counterparts, each of which will be deemed to be an original instrument, as of the date the last Party signs.

Startek, Inc.	AT&T Services, Inc.
By:	By:
Printed Name:	Printed Name:	Keith Connolly
Title:	Title:	Vice President, Global Strategic Sourcing
Date:	Date:

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T Services, Inc., Startek, Inc., their Affiliates
and their third party representatives, except under written agreement by the contracting Parties.

3

EX-10.92

EXHIBIT 10.92

Amendment #A.002

20020124.5.S. 10

Between

Startek, Inc.

And

AT&T Services, Inc.

 * Material has been omitted pursuant to a request for confidential treatment and such material has been filed separately with the Securities and Exchange Commission. An asterisk within brackets denotes omissions.

Amendment No. 20020124.5.S.10.A.002

AMENDMENT NO. 20020124.5.S.l0.A.002

AGREEMENT NO. 20020124.5.S.10

This Amendment, effective on April 1, 2007 (“Effective Date”), and amending Agreement No. 20020124.5.S.10, is by and between Startek, Inc., a Delaware corporation (“Supplier”) and AT&T Services, Inc. (formerly AT&T Corp.), a Delaware corporation (“AT&T”), each of which may be referred to in the singular as “Party” or in the plural as “Parties.”

WITNESSETH

WHEREAS, Supplier and AT&T entered into Agreement No. 20020124.5.S.10, on October 21, 2004, as amended by Amendment 1, dated December 15, 2005 (the “Agreement”); and

WHEREAS, Supplier and AT&T entered a new Master Agreement Number 20070105.006.C (“Master Agreement”) signed by Startek, Inc. on January 26, 2007, and AT&T on January 18, 2007, and the terms and conditions of this Master Agreement shall now govern this Agreement.

WHEREAS, Supplier and AT&T desire to further amend the Agreement as hereinafter set forth; and

ACCORDINGLY, the parties hereby agree as follows:

Agreement Number 20070105.006.C from the Effective Date forward shall govern and control Order No. 20020124.5.S.10 that was originally issued pursuant to Agreement No. 20020124.5.C. Agreement Number 20070105.006.C is hereby incorporated by reference into Agreement Order No. 20020124.5.S.10 and 20020124.5.C shall be of no effect.

Now, THEREFORE, in consideration of the premises and the covenants hereinafter contained, the Parties hereto agree as follows:

1.	Section III TERM, is hereby amended to end March 31, 2008.
2.	Sections IV and V are hereby modified to change AT&T Program Representative to George DeHostos located at the following address:

[*]
AT&T ACS Procurement
AT&T Corp.
Phone: [*]
Email: [*]

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T Services., Startek, Inc., their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

2

Amendment No. 20020124.5.S.10.A.002

3. Section VII is modified to change Supplier’s Representative to:

[*]
Director — Client Services
44 Cook Street
Denver, CO 80206
Phone [*]
Email: [*]

4.	Section VIII is hereby modified to add at the beginning of the Section:
	The maximum expenditure under this Amendment shall not exceed [*] Dollars ($[*]).
5.	Section IX PRICING SCHEDULE is hereby modified to delete #2. Area Manager from the list of items.
6.	Attachment A Statement of Work, Section B, Hours/Days of Operation is hereby modified to delete the 2nd paragraph and replace with the following:
	“Supplier shall manage the Agents to cover the time periods set forth above.”
7.	Attachment A Statement of Work, Section C Volume and Forecasting Process is hereby modified to replace the 1st sentence with the following:
	“AT&T requires that Supplier provide [*] and [*] for this Program.”
8.	Attachment A Statement of Work, Section R General Items is hereby modified to delete the 2nd paragraph and replace with the following:
	“Any Supplier Employee related to this AT&T Enterprise Business Services (EBS) Program, either by function or by title, shall not enter into business agreements, nor act as agent for, any AT&T Competitor in a facility dedicated to this Program.”

The terms and conditions of Agreement No. 20020124.5.S.10 in all other respects remain unmodified and in full force and effect.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T Services., Startek, Inc., their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

3

Amendment No. 20020124.5.S.10.A.002

IN WITNESS WHEREOF, the Parties have caused this Amendment A.002 to Agreement No. 20020124.5.S.10 to be executed, which may be in duplicate counterparts, each of which will be deemed to be an original instrument, as of the date the last Party signs.

Startek, Inc.		AT&T Services, Inc.
By:	/s/ Patrick M. Hayes	By:	/s/ Richard Steadman
Printed Name:	Patrick M. Hayes	Printed Name:	Richard Steadman
Title:	COO	Title:	Director, Global Strategic Sourcing
Date:	4/3/07	Date:	19 March 2007

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T Services., Startek, Inc., their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

4

EX-10.93

EXHIBIT 10.93

Amendment #A.005

20020124.5.S.5 — Nodal Voice Ordering & Provisioning

Between

Startek, Inc.

And

AT&T Services, Inc.

 * Material has been omitted pursuant to a request for confidential treatment and such material has been filed separately with the Securities and Exchange Commission. An asterisk within brackets denotes omissions.

Amendment No. 20020124.5.S.5.A.005

AMENDMENT NO. 20020124.5.S.5.A.005

AGREEMENT NO. 20020124.5.S.5 — Nodal Voice Ordering & Provisioning

This Amendment, effective April 1, 2007 (“Effective Date”), and amending Agreement No. 20020124.5.S.5, is by and between Startek, Inc., a Delaware corporation (“Supplier”) and AT&T Services, Inc. (formerly AT&T Corp.), a Delaware corporation (“AT&T”), each of which may be referred to in the singular as “Party” or in the plural as “Parties.”

WITNESSETH

WHEREAS, Supplier and AT&T entered into Agreement No. 20020124.5.S.5, on April 15, 2004, as amended by Amendment 1, dated December 20, 2004, Amendment 2, dated April 28, 2005, Amendment 3, dated December 1, 2005 and Amendment 4, dated August 31, 2006 (the “Agreement”); and

WHEREAS, Supplier and AT&T entered a new Master Agreement Number 20070105.006.C (“Master Agreement”) signed by Startek, Inc. on January 26, 2007 and AT&T on January 18, 2007 and the terms and conditions of this Master Agreement shall now govern this Agreement.

WHEREAS, Supplier and AT&T desire to further amend the Agreement as hereinafter set forth; and

ACCORDINGLY, the parties hereby agree as follows:

Agreement Number 20070105.006.C from the Effective Date forward shall govern and control Order No. 20020124.5.S.5 that was originally issued pursuant to Agreement No. 20020124.5.C. Agreement Number 20070105.006.C is hereby incorporated by reference into Agreement Order No. 20020124.5.S.5 and 20020124.5.C shall be of no effect.

Now, THEREFORE, in consideration of the premises and the covenants hereinafter contained, the Parties hereto agree as follows:

1.	Section III ‘INVOICING’ is hereby modified to change Company’s Representative for invoicing to: [*] ([*])
2.	Section IV ‘Company’s Technical Representative’ is hereby deleted and replaced with the following:
	“IV Company’s Technical Representative is [*] located at the following address:

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T Services, Inc., Startek, Inc., their Affiliates
and their third party representatives, except under written agreement by the contracting Parties.

2

Amendment No. 20020124.5.S.5.A.005

[*]
AT&T Corp
Room 3C125
One AT&T Way
Bedminster, NJ 07921
Phone [*]
[*]

3.	Section VII ‘TERM’, is hereby amended to change the end date to March 31, 2008.
4.	Section VIII is hereby modified to add at the beginning of the Section:
	“The maximum expenditure for the Complex Voice Ordering Work under this Amendment shall not exceed [*] Dollars ($[*]) and the maximum expenditure for the Corporate ITS Nodal Ordering Work under this Amendment shall not exceed [*] Dollars ($[*].)
5.	Section X Supplier’s Representative is hereby added:

[*]
Director — Client Services
44 Cook Street
Denver, CO 80206
Phone [*]
Email: [*]

6.	Attachment A Statement of Work “Section A Work Description” is hereby modified to replace the fist paragraph with the following:
	“Contractor shall provide Voice Ordering services and Voice Ordering Support Services to Company, as determined by Company.
7.	Attachment A Statement of work “Section C Volume and Forecasting Process” is hereby modified to replace the first sentence with the following:
	“Company anticipates it will generate a volume of Work for Contractor to staff [*] Order Specialists for Complex Voice Ordering (subject to Company’s written request and written approval) [*] percent ([*]%)”
8.	Attachment A Statement of Work “Section T ‘Operational Control Compliance Provision” is hereby modified to replace Exhibit A with the attached.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T Services, Inc., Startek, Inc., their Affiliates
and their third party representatives, except under written agreement by the contracting Parties.

3

Amendment No. 20020124.5.S.5.A.005

The terms and conditions of Agreement No. 20020124.5.S.5 in all other respects remain unmodified and in full force and effect.

IN WITNESS WHEREOF, the Parties have caused this Amendment A.005 to Agreement No. 20020124.5.S.5 to be executed, which may be in duplicate counterparts, each of which will be deemed to be an original instrument, as of the date the last Party signs.

Startek, Inc.		AT&T Services, Inc.
By:	/s/ Patrick M. Hayes	By:	/s/ Keith Connolly
Printed Name:	Patrick M. Hayes	Printed Name:	Keith Connolly
Title:	COO	Title:	Vice President — Global Strategic Sourcing
Date:	3/20/07	Date:	3/20/07

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T Services, Inc., Startek, Inc., their Affiliates
and their third party representatives, except under written agreement by the contracting Parties.

4

EX-10.94

EXHIBIT 10.94

Agreement No. 20070105.006.S.001

Between

StarTek, Inc.

And

AT&T Corp.

 * Material has been omitted pursuant to a request for confidential treatment and such material has been filed separately with the Securities and Exchange Commission. An asterisk within brackets denotes omissions.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

Agreement No. 20070105.006.S.001
Local Programs
Local Statement of Work
08 January 2007
Page 1 of 6

AGREEMENT NO. 20070105.006.S.001

This Order, effective on January 1, 2007 (“Effective Date”), is by and between StarTek, Inc., a Delaware corporation (“Supplier”) and AT&T Corp., a New York corporation (“AT&T”), each of which may be referred to in the singular as “Party” or in the plural as “Parties.”

WITNESSETH

WHEREAS, Supplier and AT&T entered into Agreement No. 20070105.006.C, on January 27, 2007 (the “Agreement”); and

WHEREAS, Supplier and AT&T desire to issue a Order to the Agreement as hereinafter set forth.

Now, THEREFORE, in consideration of the premises and the covenants hereinafter contained, the Parties hereto agree as follows:

I. Supplier agrees that the terms and conditions of Agreement 20070105.006.C between Supplier and AT&T shall be applicable to the Work authorized by this Order.

II. STATEMENT OF WORK — This Order authorizes Supplier and Supplier agrees to provide the Work described below and in Attachment A entitled “STATEMENT OF WORK”, dated January 1, 2007, attached hereto and made a part hereof. In so doing, Supplier shall provide customer care in support of AT&T’s Local Order Processing Services on behalf of AT&T (hereinafter, “Program(s)”).

III. TERM — This Order applies to all Work as described in the STATEMENT OF WORK, effective as of January 1, 2007 and terminating March 31, 2008. The parties agree that Order 20020124.5.S.8 was terminated as of December 31, 2006.

IV. Invoices against this Order shall include Agreement and Work Order Number 20070105.006.S.001 and reflect purchase number PO(TBD) exactly as shown, and shall be submitted electronically to the following:

AT&T Accounts Payable
P.O. Box 590407
Orlando, FL 32859

Copy with all supporting documentation to:

[*]
AT&T Corp.
2535 E 40^th Ave. / Suite E0233
Denver, CO 80205
[*]
Email: [*]

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

Agreement No. 20070105.006.S.001
Local Programs
Local Statement of Work
08 January 2007
Page 2 of 6

Invoice charges (including any training expenses) shall be in accordance with the rates shown in Section VIII PRICING of this Order.

Billable Hours — Supplier shall provide a document with each invoice which details the following:

• Headcount billable hours by name, hire date, and months on Program as defined in the Statement of Work.

• Report Analyst billable hours by name

• Escalation Manager hours billable by name

V. AT&T’s Program Representative is as follows:

[*]
AT&T Corp.
2535 E 40^th Ave. / Suite E0233
Denver, CO 80205
[*]
[*]

VI. AT&T’s Contract Representative is as follows:

[*]
AT&T Enterprise Services, Inc.
1C146A
One AT&T Way
Bedminster, NJ 07921
Phone: [*]
Email: [*]

VII. Supplier’s Representative is as follows:

[*]
StarTek, Inc.
100 Garfield St
Denver, CO 80206
Email: [*]
Phone: [*]

VIII.	PRICING
	The following Pricing schedule shows the amounts to be paid to Supplier for the various Work to be performed under this Order. The following rates are based on the number of billable hours worked based on time in title per month.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

Agreement No. 20070105.006.S.001
Local Programs
Local Statement of Work
08 January 2007
Page 3 of 6

Full Time Equivalent (“FTE”) Order Specialists (“OS”) — Monthly, the AT&T and Supplier will mutually determine and agree in writing to the headcount quantity of FTE Order Specialists, pursuant to Sections C — Volume and Forecasting Process of Attachment A, to be invoiced according to the rates below. Invoices shall be submitted based on the number of “actual” hours worked based on time and title per month and hours worked shall exclude any non-production activity, including but not limited to lunchtime, break time, holidays, vacations, sick-time.

DESCRIPTION	PRICE
FTE Order Specialist Rate	See Schedule Below
Report Analyst	$[*]
Escalation Manager	$[*]
* New Hire Training for each Order Specialist at Supplier’s Facilities	$[*]

*Does not include refresher, continuation or attrition training, which shall be at Supplier’s sole cost and expense.

Order Specialist Rate: The following rates are based on the number of billable Order Specialists, and time in title per month.

Time in Title	OS of 200 or less	OS of 201 - 350	OS of 351 +
0 — 12 months	$[*]	$[*]	$[*]
13 — 24 months	$[*]	$[*]	$[*]
25 — 36 months	$[*]	$[*]	$[*]
37 — 48 months	$[*]	$[*]	$[*]

Note: The applicable volume tier is based on the number of authorized headcount for that month.

Supplier agrees that the rates provided above are all inclusive of the costs for the Program, which includes, but is not limited to the following items, and no other charges shall be billed to AT&T.

1.	Training (refresher, continuation and attrition training)
2.	Area Managers
3.	Process Managers
4.	Supervisors
5.	Travel and Living
6.	Pagers 7. Programming (e.g., scripting, legacy programming) and all programming production support and maintenance functions.
8.	Program/Account management functions and personnel
9.	Development and issuance of reports
10.	Recruiting of Order Specialist
11.	Processing Downtime Forms
12.	Systems Access and Requirements

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

Agreement No. 20070105.006.S.001
Local Programs
Local Statement of Work
08 January 2007
Page 4 of 6

13.	Systems — Managing and Maintaining equipment and access
14.	Postage
15.	Telecommunication Costs
16.	Copies

The aforementioned information shall be presented in a consistent format satisfactory to AT&T for each invoice on which travel is billed. Supplier will attach this information, along with other required back-up data, to the back of a copy of the corresponding invoice

Holiday Hourly Rate:

AT&T agrees to compensate Supplier [*] the applicable hourly rate shown above for work performed by Order Specialist headcount during the Holidays shown in Section I. that were previously approved by AT&T in writing.

Where the parties are to mutually agree on the headcount quantity, amount of hours to be performed or the course of conduct or activity under this Order, or any other provisions of this Order where the parties may need to mutually agree, in the event the parties cannot mutually agree within ten (10) business days, Supplier agrees to carry out the expressed requests of AT&T provided such requests are not unreasonable. In addition, the parties agree to also promptly escalate to the next level of management for resolution.

IX.	Maximum expenditures under this Order shall not exceed [*] Dollars ($[*]). Subject to this maximum and notwithstanding any other provisions in this Order, the total amount payable by AT&T for the Work shall be determined by applying the stated rate of compensation to the Work actually performed by Supplier. Supplier shall not render Work and AT&T shall not be required to pay for Work in excess of the amount above, unless Supplier has first secured an amendment to this Order authorizing the increased expenditure.
X.	Cancellation and Termination
	For the purpose of this Order only, paragraph b Termination shown in the Master Agreement is hereby replaced with the following:
	AT&T may at any time terminate this Order, in whole or in part, by providing thirty (30) days written notice to Supplier. In such case, AT&T may, at its sole discretion, either: (a) require Supplier to complete, as AT&T may instruct in writing, some or all UNE-P orders then in process which shall be compensated by AT&T pursuant to Section VIII PRICING; or (b) recall and/or retract in writing some or all UNE-P orders previously sent to Supplier and not yet completed, regardless of the state or stage of such order in the order management or service delivery lifecycle. In the event of (b) any UNE-P orders that Supplier has performed order management and/or service delivery functions to the extent causing UNE-P orders to have valid SWF (“Single Working Flow”) numbers assigned, AT&T will compensate Supplier [*]% of the applicable rate shown in Section VIII PRICING for each such order, otherwise no compensation will be paid by AT&T irrespective of the amount of work Supplier may have performed on such order. The foregoing statement of AT&T’s Liability states the entire Liability of AT&T and Supplier’s sole remedy for AT&T’s Termination for convenience, or Supplier’s Cancellation for material default.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

Agreement No. 20070105.006.S.001
Local Programs
Local Statement of Work
08 January 2007
Page 5 of 6

XI.	DEFAULT
	In the event there is a breach or default by Supplier, then in addition to all other rights and remedies which AT&T may have at law or equity or otherwise, AT&T shall have the right to immediately cancel this Order by providing written notice to Supplier, without any charge to or obligation or liability to AT&T. In such event, in addition to all other rights and remedies it may have, AT&T shall have the right to, at its sole discretion, either: (a) require Supplier to complete, as AT&T may instruct, some or all orders in process for which AT&T may compensate Supplier for successful Completion pursuant to the rates shown in the section Pricing, offset by any damages AT&T may have suffered as a result of Supplier’s breach or default; or (b) recall and/or retract some or all orders previously sent to Supplier and not yet Completed, regardless of the state or stage of the order and irrespective of the amount of work Supplier has performed on such orders. In the event of (b) AT&T will not be obligated to compensate Supplier for any non-completed orders. Notwithstanding (a) or (b) Supplier shall remain fully obligated to AT&T for all damages incurred by virtue of Supplier’s breach or default.
XII.	ORDERLY TRANSITION — For the purposes of this Order only, the Orderly Transition clause is hereby replaced with the following:
	In the event of expiration, Cancellation or Termination of this Order, in whole or in part, wherein all or some portion of the Work will be performed by AT&T itself or elsewhere, Supplier agrees to provide its full cooperation in the orderly transition of the Work to AT&T or elsewhere, including, but not necessarily limited to packing and preparing for shipment any materials or other inventory to be transferred, provision of reports, files and similar media necessary for continuation of the Work transferred, continuation of Work at reducing levels if necessary during a transition period and at reduced levels if Work is transferred in part. Prices for additional Work such as packing and preparation for shipment, and revision of prices resulting from revised volumes, if necessary, shall be proposed by Supplier and shall be mutually agreed upon by the parties Supplier shall also, at its sole cost and expense, cooperate with AT&T in returning any and all orders, associated documentation and other related information and material to AT&T or elsewhere, in an orderly fashion to minimize negative customer impacts and ensure an orderly migration and transfer of work.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

Agreement No. 20070105.006.S.001
Local Programs
Local Statement of Work
08 January 2007
Page 6 of 6

IN WITNESS WHEREOF, the Parties have caused this Agreement No. 20070105.006.S.001 to be executed, which may be in duplicate counterparts, each of which will be deemed to be an original instrument, as of the date the last Party signs.

StarTek, Inc.		AT&T Corp.
		By AT&T Services, Inc., its authorized representative.
By:	/s/ Patrick M. Hayes	By:	/s/ Keith Connolly
Printed Name:	Patrick M Hayes	Printed Name:	Keith Connolly
Title:	COO	Title:	VP, Global Strategic Sourcing
Date:	3/28/07	Date:	3/28/07

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

Agreement No. 20070105.006.S.001
Local Programs
Local Statement of Work
22 January 2007
Page 1 of 36

STATEMENT OF WORK
AT&T Worldwide Customer Service (WCS)
Local Order Processing Services

01 JANUARY 2007

A. Program Description

Upon receipt of customer orders provided electronically by AT&T, Supplier shall provide various Local Order Processing Services customer care services for AT&T’s local Enterprise Business customers as described below (the “Services”). This Statement of Work (SoW) contains four WCS Local functions:

1.	UNE-P* (Unbundled Network Element Platform); TSR* (Total Services Resale)
2.	MACD (Move, Add, Change, Disconnects); New Remote Call Fwd (RCF) Ordering Support
3.	Prime
4.	Data (Local Private Line)

The estimated number of Full-time Equivalent (“FTE”) Order Specialists (“OS”) required to support each function is as follows:

Local Functions	No. of FTE's
UNE-P / DATA (LPL)		[*]
MACD		[*]
PRIME		[*]
TOTAL		[*]

AT&T reserves the right to change these estimates at anytime by providing written notice to Supplier.

*UNE-P & TSR functions are two variations of similar order types, and are dependent on the model used by certain Local Exchange Carriers in how they sell connectivity services to AT&T.

B. Objectives:

Drive production: As a primary objective, Supplier will focus on project managing the greatest possible number of customer orders accurately to completion throughout the duration of this agreement.

Focus aggressively on Service Delivery/ speeding up revenue realization: The Supplier will focus on timely completion of order processing, paying special attention to data-input errors known to be causing order rejects. The earlier the orders are completed, the earlier they can be billed, thus increasing revenue for Supplier. The Supplier will also focus on breaking logjams of orders should any backlogged orders occur during the period.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

Agreement No. 20070105.006.S.001
Local Programs
Local Statement of Work
22 January 2007
Page 2 of 36

Function #1: UNE-P / TSR

UNE-P C. Supplier’s Responsibilities

Supplier shall provide qualified dedicated resources, as described in Section entitled “Staffing Requirements” to AT&T in support of the Order Specialist (“OS”) functions as they pertain to the customer ordering process for AT&T’s Local products and services. The primary focus of this position is customer service through account support, both proactive and demand, for a variety of AT&T’s Local customers.

Frequent contacts with these customers are anticipated and each individual customer can have a variety of products/services and servicing needs. This position acts as an extension to AT&T’s Account Team and has additional responsibilities for revenue stimulation, generation and protection, order formatting and input; account inquiry and receivables management.

Following is a more detailed description of these aforementioned functions:

• Order Specialist (“OS”)

• ABN, Prime Standalone, and One Net Orders via UNE-P Connectivity Option

Production:

For the orders assigned to the Supplier by AT&T’s Local Customer Relationship Manager (“CRM”), the Supplier will carry out the production functions listed below, managing to completion the greatest number of orders possible. Below are the minimum requirements, which include, are not be limited to the following. AT&T reserves the right to modify these requirements, by providing written notice to Supplier.

1.

Data gathering: Work with AT&T Sales Executives and customers to obtain and verify the required customer, service and Customer Provided Equipment (“CPE”) information required in the Minimum Quality Data Set (“MQDS”) to assure clean data-flow through the ordering systems. OS will review customer’s contract and pull Customer Service Request (“CSR”) from LIFE (“Local Integrated Front End”) and verify accuracy and reconcile discrepancies/ profitably, verify published LEC business rules and services guidelines and MQDS package. OS needs to review for accuracy, work with sales person, other company personnel, customer and their vendor, work lists, and project / program management to verify package for accuracy and complete the technical information as required to complete the order.

2.

Order placement:

A. Using appropriate Local systems as identified by AT&T; enter and check for accuracy on all service requests.

i.

Supplier’s OSs will be responsible for entering and tracking all orders in AT&T systems (i.e., AT&T’s eCRM/Project Delivery Manager (“PDM”) or other system(s) as specified by AT&T) and ensuring all jeopardizes are cleared by their OSs and/or the appropriate work center, and notifying AT&T Sales Organization and the customer, if necessary, if any jeopardy is due date affecting. The PDM system will be one of the means used to track Supplier’s performance and SLA Scorecard

ii.

Manage service requests to system acceptance.

B. Proactively participate on data gathering calls.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

Agreement No. 20070105.006.S.001
Local Programs
Local Statement of Work
22 January 2007
Page 3 of 36

C.	Create and/or request and validate 171/124/123 sub-accounts using AT&T specified tools, systems and processes.
D.	Communicate status to AT&T’s Sales Organization, customer, and work centers.
E.	Keep AT&T’s internal tracking system(s); e.g., “eCRM/PDM” updated.
F.	Expedite installation schedule as appropriate.

3. Project management:

A.	Employ tracking tools. Check and record key project dates and proactively track orders.
B.	Work cooperatively and communicate regularly with AT&T’s Local Services (“ALS”) work centers responsible for service installation.
C.	Proactively manage and track all critical dates and events in AT&T’s ASR System, Single Work Flow System, eCRM/PDM and other related provisioning and tracking systems as may be required per AT&T’s instructions.
D.	Proactively Escalate to AT&T sales organization and provisioning organization on missed due dates as appropriate.
E.	Coordinate service provisioning and delivery.
F.	OS attends cut and/or is available via pager, phone, etc. during the cut to ensure and verify service is operating properly.
G.	Supplier’s OS will contact the customer on the Customer’s first business day after the cut to ensure and verify that the service has been installed and is operating properly. If service is not operating properly to customer satisfaction, the OS will take the appropriate steps to ensure proper operation and installation
H.	Both Supplier’s OS’s and Management participates via phone, in outages
I.	Close provisioning project in PDM or other AT&T systems.
J.	Adhere to the standard AT&T Local Ordering Customer Touchpoints Requirements as provided by AT&T.
K.	Ensure Supplier’s OS processes the order in AT&T’s electronic Customer Relationship Management/Project Delivery Manager (“eCRM/PDM”) system, or other system(s) as may be designated by AT&T in writing, to allow for an electronic back-up copy of the original files to be maintained as a “trail” for a minimum period of one year from the order completion date to address any potential discrepancies.

4. First bill review

A. Preview first bill for correctness.

• Supplier’s OSs will be responsible for ensuring a timely and accurate first bill.

• Supplier’s OSs will be responsible for reviewing ABN, Prime Standalone and the One Net first bill with the customer to ensure billing accuracy and completeness.

• If required by AT&T, for ABN, Prime Standalone the Supplier’s OSs will work with the AT&T ABN, Prime Standalone project owner to conduct the First Bill Review.

• If the bill is incorrect or if credits need to be applied, the Supplier’s OSs will notify the AT&T Sales teams that a corrected bill must be rendered prior to the start of the next billing cycle. The OS must either ensure the order correction is issued or issue it themselves.

Supplemental activities:

In addition to the items listed above, Supplier OSs shall perform the following activities:

5. Follow Local Metrics/Individual Performance Objectives (IPOs), as provided by AT&T.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

Agreement No. 20070105.006.S.001
Local Programs
Local Statement of Work
22 January 2007
Page 4 of 36

Other specific functions as they relate to UNE-P service ordering are as follows:

o Determine if Local Services handoff package is accurate and complete.

o Assign orders to OSs within 24 hours of receipt

o If required by AT&T, proactively work to obtain complete order package within 48 hours of order assignment, escalating as appropriate before canceling an incoming order.

o Determine the correct service provider

o Enter order into ordering support system(s) as designated by AT&T within 24 hours.

o Review the Customer Expectation Document with the Customer

o Complete data gathering with the Customer

o Set new customer expectations

o Create and or request and/or validate 171/124/123 sub-accounts using AT&T specified tools, systems and processes within 24 hours of PDM record creation

o Enter order in LIFE.

o Obtain a Single Working Flow (“SWF”) within 48 hours of LIFE order entry. Obtain Voice mail ID, if applicable, from SWF.

o Perform all Touchpoints per the Touchpoint requirements as outlined below.

o On a daily basis, check appropriate systems for each pending order, clear all rejects, and update all logs, stakeholders and reports within 24 hours.

o Project Manage order to completion

o Function as Single Point of Contact (“SPOC”) for UNE-P Large Local Projects

o If at any time, a regulation or process change is necessary, that substantially impact DMOQ’s/SLA;s, Supplier and AT&T reserve the right to mutually agree to re-establish mutually acceptable DMOQ’s and SLA’s with AT&T.

Supplier will utilize and leverage tools on a daily basis as to minimize aging of orders and provide AT&T a weekly Work In Progress (“WIP”) aging readout as to statistics and backup order detail. Supplier will also develop, implement and leverage other tools and stewardship and look-ahead reports as mutually agreed upon by the parties.

Touchpoint Requirements

Supplier must complete the orders in accordance with the Touchpoints requirements shown below. Completion is defined as Supplier’s OS entered the order into AT&T’s electronic Customer Relationship Management/Project Delivery Manager (“eCRM/PDM”) system, or other system(s) as may be designated by AT&T in writing, and completion of all the following 5 Touchpoints:

• Touchpoint #1: Within [*] of order assignment and if applicable, order cancellation, Supplier’s OS sends an e-mail and places a follow-up call to AT&T’s sales organization and/or the customer to indicate that they have been assigned as the OS to work the order, and

• Touchpoint #2: Within [*] of data becoming available, Supplier’s OS indicates order acceptance by AT&T’s provisioning group and emails single work flow number, voice mail access numbers, estimated order completion date and email to customer and order originator and follow-up with a voice discussion, and

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

Agreement No. 20070105.006.S.001
Local Programs
Local Statement of Work
22 January 2007
Page 5 of 36

• Touchpoint #3: Within [*] of receipt of a firm order confirmation, Supplier’s OS sends an e-mail and places a follow-up call to the customer advising them of the dates that they can expect their services to be turned up; and

• Touchpoint # 4 — [*] after cutover, Supplier’s OS contacts the customer to confirm that a successful test and turn-up has taken place and verifies that their service is working; and

• Touchpoint # 5 — Within [*] of completing Touchpoints 1 thru 4, Supplier’s OS must ensure that a First Bill Review takes place.

UNE-P D. Reports/Status Requirements

AT&T will provide Supplier, at AT&T’s sole discretion, timely access to the data necessary to generate the required daily, weekly, and monthly reports set forth below which shall be provided by Supplier.

1.	Provide required periodic reporting to AT&T:
	Deliver analysis of AT&T provided Weekly/Monthly Score Card Results, to AT&T with root cause analysis of metrics, as requested by AT&T. Supplier shall provide required data requested by AT&T for the completion of the Score Card Results.
	Daily incoming log including, but not limited to the following information on an order by order basis: Date order received, Customer name, Date assigned and assigned to, Date entered into eCRM/PDM, eCRM/PDM CC#, Date entered into LIFE, LIFE order number, Date into SWF, SWF number, Expected completion date, Actual completion date, orders held, orders rejected back to AT&T’s’ sales/originator, orders in WIP/Backlog, Touchpoints missed by individual touchpoint, SWF past due, completed past due.
	Daily On-time Performance Reports
	Supplier will utilize and leverage tools on a daily basis as to minimize aging of orders and provide AT&T a weekly WIP aging readout as to statistics and backup order detail. Supplier will also develop, implement and leverage other tools and stewardship and look-ahead reports as mutually agreed upon by the parties
	Stewardship look ahead reports, cycle times, WIP backlog and other business metrics.
	Headcount listing, organizational charts and escalation contact lists
	Others as deemed necessary by AT&T.
2.	Supplier shall pro-actively manage its resources down to the individual level (Monthly P3 Results/Reviews) in a format satisfactory to AT&T.
3.	Supplier’s Program Manager shall attend daily, weekly and monthly status meetings as established by the AT&T. Such meetings shall be at Supplier’s sole cost and expense.
4.	A quarterly review of Program content and implementation will be performed between AT&T’s Project Manager and Supplier’s Program Manager. Weekly operational calls will also be held between the AT&T and Supplier’s Program Managers. AT&T may request daily reviews when business results and metrics warrant. These reviews will be conducted at the convenience of both parties.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

Agreement No. 20070105.006.S.001
Local Programs
Local Statement of Work
22 January 2007
Page 6 of 36

5. Supplier shall use the appropriate Supplier’s project management tools and reporting systems in order to effectively and efficiently manage AT&T provided order volumes and provide timely and accurate status to AT&T and its’ customers. Supplier, at its’ sole expense, shall design and implement such systems and tools as Supplier deems necessary to support the Work.

UNE-P E. Direct Measures of Quality (DMOQs)/Service Level Agreements (SLA)

Prime, ABN/Prime Standalone and One Net Products with UNE-P

Supplier shall comply with the Targets as provided by AT&T. AT&T reserves the right to change the targets at any time by providing written notice to Supplier. Supplier shall implement processes and controls as to achieve the DMOQ targets. AT&T and Supplier will utilize the SLAs for monthly production scorecard purposes.

UNE-P F. Hours / Days of Operation:

Supplier shall provide UNE-P services [*], from 8:00 AM until 5:00 PM in each time zone as required by Customer accounts.

When necessary, Supplier will ensure OS and management participation on all ports, cuts, customer or AT&T calls, meetings, outages and other AT&T business needs that take place or fall outside of the standard 8:00 AM to 5:00 PM business hours. In addition, whenever a critical business need arises outside of normal business hours, Supplier will work collectively with AT&T to provide services as necessary.

UNE-P G. Volume and Forecasting Process

AT&T anticipates it will generate a volume of Work for Supplier to staff [*] Order Specialist FTE’s (subject to AT&T’s written request and written approval). Supplier agrees to provide such Order Specialists as requested and approved by AT&T in writing per the following notification. For headcount increases, Supplier shall provide such increased headcount within [*] days. Supplier shall not invoice AT&T for any decreased headcount after the effective date of such headcount reduction stated in the written notice. AT&T reserves the right at anytime, in its sole discretion, to make increases or decreases to said figure in writing, for any reasons whatsoever, including without limitation the following conditions: account movement, performance issues, changes in volume growth, and impacting technical and system enhancements to Local Ordering processes which would impact the requirement of human intervention. Supplier agrees to implement such increases or decreases as directed by AT&T.

Notwithstanding the above referenced anticipated volume and forecasts, Supplier acknowledges that AT&T has no commitment or obligation to furnish work or compensation to Supplier and Supplier accepts the economic risks that volumes may vary substantially upward or downward of any AT&T forecasts. Supplier further acknowledges that AT&T’s sole obligation shall be to pay for work actually performed and that AT&T has no responsibility for Supplier’s refresher, continuation or attrition training cost.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

Agreement No. 20070105.006.S.001
Local Programs
Local Statement of Work
22 January 2007
Page 7 of 36

UNE-P H. Training Requirements

Duration:

Training duration is approximately [*] and shall include the following:

Prime Standalone — [*] Duration
ABN— [*] Duration
One Net — [*] Duration
Such training shall include the following:
MACD
UNE-P
IOM System Training
Customer Care Soft Skills
Escalations/Expedites
DMOQ’s/Metrics
Project Management
Other as necessary
Other AT&T systems as may be identified by AT&T

The project plan, timelines and schedules will be developed in parallel to this training.

Supplier shall recruit, train and staff OSs pursuant to AT&T’s written authorization. AT&T reserves the right, in its sole discretion, to change any items and Supplier agrees to adhere to such changes.

AT&T currently has various training programs in place for the OS position.
AT&T agrees to provide the first such training programs to the Supplier. Supplier shall provide the following:

• Supplier provides a designated trainer or supervisor to attend these classes

• Supplier will then assume full responsibility for training their resources from that point forward

AT&T will provide the necessary job aides to enable the Supplier to accurately complete ordering screens, system access, training materials.

Personnel Qualifications

Supplier OS’s must be proficient in both basic voice communications and customer care soft skills. At a minimum the OS’s should have:

• Knowledge of Local voice telecommunications

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

Agreement No. 20070105.006.S.001
Local Programs
Local Statement of Work
22 January 2007
Page 8 of 36

• Customer Care Skills (e.g., handling irate customer etc.)

• An understanding of how the service works and the various components

• Professional Telephone Skills

• Professional handling and resolution of customer dissatisfactions/objections.

• Project Management Skills

• Note: Increased emphasis shall be placed on achieving very low order defect rates and virtually eliminate work center rework.

Post-Training Support:

If some additional level of support is required after formal training has taken place, AT&T’s management team will work collectively with the Supplier to provide these resources as necessary.

System IDs, Passwords, Logins, Connectivity Testing Procedures
AT&T will supply necessary IDs and both parties will designate a SPOC (“Single Point of Contact”) to work through ID issues for System IDs, Passwords, Logins, Connectivity Testing Procedures.

Training Locations

Training to take place at Supplier’s Work Location in Greeley, CO.

For changes in Supplier’s training location that is initiated by Supplier, Supplier shall assume all travel expenses for Supplier’s employees.

Function #2: LOCAL MACD

MACD C. Supplier’s Responsibilities

Program Description:

Data gathering: Supplier shall work with AT&T’s AEs/SEs (“Account Executives — Growth / Sales Executives” — Global) and other AT&T personnel and customers to obtain and verify the required customer, service and Customer Premise Equipment (“CPE”), which is defined as customer specific information that is obtained during the data gathering call, which takes place shortly after either the Minimum Data Set (MDS) or Minimum Quality Data Set (“MQDS”) handoff to Supplier. The MQDS contains information such as, but not limited to, Order Information, DEMARC information and equipment Information and signaling requirements (Loop Start/Ground Start, etc.)

1. Obtain information required in the Minimum Quality Data Set (“MQDS”) to assure clean data-flow through the ordering systems.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

Agreement No. 20070105.006.S.001
Local Programs
Local Statement of Work
22 January 2007
Page 9 of 36

2. Order placement :

• Using appropriate ordering systems, enter and check for accuracy, service requests.

• Supplier’s OS’s will be responsible for entering and tracking all orders in AT&T systems (i.e., eCRM/Project Delivery Manager (PDM), MACD Tool, Electronic Flow Through Ordering/Integrated Ordering Manager (EFMS/IOM) or other system as specified by AT&T) and ensuring all jeopardies are cleared by their OS and/or the appropriate work center, and notifying sales and/or the customer if any jeopardy is due date affecting. The PDM system will be one of the means used to track Supplier’s performance for SLA Scorecard purposes.

• Manage service requests to system acceptance.

• Communicate status to AT&T’s AE, customer, vendor, and work centers.

• Expedite installation schedule as appropriate.

• Proactively manage and track all critical dates and events in the Access Service Request (“ASR”) System, Customer Connect and other related provisioning and tracking systems

3. Project management:

• Employ tracking tools. Check and record key project dates.

• Track orders.

• Work cooperatively and communicate regularly with AT&T Local Services (“ALS”) work centers responsible for service installation.

• Proactively manage critical dates and events.

• Proactively escalate on missed due dates as appropriate.

• Coordinate access cut dates.

• OS leads and participates via phone, on critical or sensitive orders to ensure service is operating properly. This may include cuts for port orders, disconnect—new move orders. For non-sensitive customers, OS will set-up the call and be available by pager.

• OS and Management participates via phone, in outages

• Management participates in, via phone, in customer calls as required

• OS resolves incorrectly placed or provisioned orders

4. Close project in PDM, EFMS/IOM, MACD Tool or other AT&T system.

Supplemental functions to be performed by Supplier’s OS:

1.	Follow Local Metrics as provided by AT&T.
2.	Supplier will provide, at no charge to AT&T, the daily, weekly, and monthly reports set forth below AT&T will provide, at its sole discretion, timely access to the data necessary to generate the required reports.

• Deliver Weekly/Monthly Score Card Results to AT&T with root cause analysis of metrics as requested by AT&T.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

Agreement No. 20070105.006.S.001
Local Programs
Local Statement of Work
22 January 2007
Page 10 of 36

• Daily incoming log including, but not limited to, the following information on an order by order basis: Date order received, Customer name, Date assigned and assigned to, Type of order, Billing Administration Number (BAN), Date entered into tracking and order management system, Date entered into various AT&T systems (e.g., LIFE, PWOT, EFMS/IOM or MAC-D tool), order number, Date into SWF or ASR, SWF or ASR number, Expected completion date, Actual completion date, Date and Time each touchpoint has been completed, Orders held, Orders rejected back to sales/originator, Orders rejected from Provisioning, corrected and resubmitted within 24 hours including pulling reject reports from MAC-D or other tracking tool at least three times per day Orders in WIP/Backlog, Touchpoints missed by individual touchpoint, SWF or ASR past due, completed past due

• Daily On-time Performance Reports

• Provisioning Reject Reports with resubmission data

• Orders Rejected Back to Source Report

• Anti-Cramming Compliance Reports

• Daily Disconnect Report

• Critical and Port Order Report

• Daily Incoming Call Report

• Supplier will utilize and leverage tools on a daily basis as to minimize aging of orders and provide AT&T a weekly Work in Progress (“WIP”) aging readout as to statistics and backup order detail. Supplier will also develop, implement and leverage other tools and stewardship and look-ahead reports as mutually agreed upon by the parties.

• Headcount listing, organizational charts and escalation contact lists.

• Others as deemed necessary by AT&T.

5. Supplier shall pro-actively manage their resources down to the individual level (Monthly Results/Reviews) in a format satisfactory to AT&T.

6. Supplier’s Program Manager shall attend daily, weekly and monthly status meetings as established by the AT&T. Such meetings shall be at Supplier’s sole cost and expense.

7. A quarterly review of Program content and implementation will be performed between AT&T’s Project Manager and Supplier’s Program Manager. Weekly operational calls will also be held between the AT&T and Supplier’s program managers. AT&T may request daily reviews when business results and metrics warrant. These reviews will be conducted at the convenience of both parties.

8. If at any time, a regulation or process change is necessary, that substantially impact DMOQ’s/SLA;s, AT&T reserves the right to re-establish DMOQ’s and SLA’s.

Additional Supplier’s Responsibilities

Supplier shall provide qualified dedicated resources to AT&T in support of the OS function as they pertain to the Ordering process for AT&T’s Local products and services. The primary focus of this position is customer service through account support, both proactive and demand, for a variety of AT&T’s Local customers.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

Agreement No. 20070105.006.S.001
Local Programs
Local Statement of Work
22 January 2007
Page 11 of 36

Frequent contacts with these customers are anticipated and each individual customer can have a variety of products/services and servicing needs. This position acts as an extension to the AT&T’s Account Team and has additional responsibilities for revenue stimulation, generation and protection, order formatting and input; account inquiry and receivables management.

Following is a more detailed description of these aforementioned functions:

Order Specialist Function

For the orders assigned to the Supplier by AT&T’s Local CRM, the Supplier will carry out the production functions listed below, managing to completion the greatest number of orders possible.

MACD ORDERS

Order Specialist (OS) Function Overview

The OS’s primary focus is customer service through both proactive and demand account support. The OS handles multiple daily contacts with our business customers and other internal AT&T work groups, including our sales force. The OS is responsible for handling a wide diversity of requests to provide “one stop service” for our internal and external clients. These contacts pertain to a variety of AT&T product/service offerings. Some of these requests may involve such issues as:

• Providing product/service offering information

• Negotiating with sales, customers, vendors and other agents involved with client orders and services installation

• Ordering product/service offerings

• Managing service implementation issues

• Receiving AT&T employee and customer initiated calls

• Entering Orders into AT&T’s ordering system

• Providing status and feedback to customers as required

• Closing out the orders with clients

• Resolving incorrectly placed or provisioned orders

The goal is to service customers on a proactive basis, which can include clarifying service requirements, statusing on service activities and participating in account reviews with the AT&T Account Team.

• OS’s must develop, maintain and present a direct relationship with the customer and their business. The person provides a level of customer service that meets all of their needs and exceeds the customer’s expectations.

• OS’s shall maximize the number of requests completed on line and minimize the number of requests transferred to other organizations. OS’s are responsible and accountable for customer satisfaction, customer retention, and all other performance objectives assigned.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

Agreement No. 20070105.006.S.001
Local Programs
Local Statement of Work
22 January 2007
Page 12 of 36

MACD Touchpoint Requirements

Local Network Services (LNS) Moves, Adds, Changes, and Disconnects (MACD)

Touchpoint Requirements are as follows:

Supplier must complete the Orders in accordance with the Touchpoints requirements shown below. Completion is defined as Supplier’s OS entered the MACD Order into AT&T’s electronic Customer Relationship Management/Project Delivery Manager (“eCRM/PDM”) system, or other system(s) as may be designated by AT&T, and completion of the following 4 Touchpoints:

Touchpoint #1: Within [*] of order assignment, Supplier’s OS sends an e-mail and places a follow-up call to sales and/or the customer to indicate that they have been assigned to work the order; and
Touchpoint #2: Within [*] of order acceptance by provisioning, Supplier’s OS emails client and order originator with details including single work flow or ASR number, estimated order completion date and then follows up with a voice discussion and
Touchpoint #3: Within [*] of receipt of a firm order confirmation, Supplier’s OS sends an e-mail and places a follow-up call to the customer advising them of the dates that they can expect their services to be turned up; and
Touchpoint # 4 — [*] after cutover, Supplier’s OS contacts the customer to confirm that a successful test and turn-up has taken place and verifies that their service is working.
For tracking and SLA purposes, AT&T and Supplier will use [*], but it is AT&T’s expectation and Supplier agrees to have it’s OS’s conduct touchpoints within [*] of trigger. This shall apply to all touch points shown above.

Notwithstanding the foregoing, Supplier recognizes that some complex MACD orders (including and not limited to outside moves/disco re-terms) may require a port and Supplier will have OS schedule, coordinate and project manage the required porting activity.

Process for Move, Add, Change and Partial Disconnect Orders:

1.	The OS control desk receives the MACD request from the customer, sales or other AT&T personnel.
2.	Determines the type of order that will be required and the type of product.
3.	If partial disconnect, Supplier must research and determine applicable disconnect and termination charges. Supplier then contacts the customer to complete data gathering, inform the customer of any applicable state tariff requirements, any applicable contract termination charges, and request a signed disconnect letter which Supplier has included the applicable termination charges.
4.	If not a partial disconnect, but a simple MACD, conducts data gathering and places order in MACD Web Tool.
5.	If not a partial disconnect, but a complex MACD, completes data gathering and places order in PWOT/LIFE System.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

Agreement No. 20070105.006.S.001
Local Programs
Local Statement of Work
22 January 2007
Page 13 of 36

6.	For partial disconnects, upon receipt of a completed MQDS and the signed Disconnect Letter, the OS Completes a MACD (Move, Add, Change, & Disconnect) form, submit the order and note Martin, universal billing and other systems as appropriate. For Voice Services, Service Request is generated via MACD Web Tool For Data Services, Service Request is generated via USRP. A copy of the disconnect letter is faxed to the Network Imaging Center (NIC) to be loaded into DocViewer.
7.	Notifies Order Originator and other stakeholders (AE/SE, FSM, TSM, Customer Service Manager (CSM) and/or Customer as appropriate) of Order Receipt within [*] via email and a telephone call.
8.	Completes all other touchpoints as detailed above.
9.	Proactively manages order to ensure timely and proper completion within DMOQ/SLA metrics.
10.	Continues to provide feedback to Customer and Order Originator at mutually agreed upon intervals until service request is complete.
11.	Proactively escalates when necessary.
12.	Keeps copy of the original document as a “paper trail” to address any potential discrepancies.
13.	Depending on the size of the customer account and the scope of service request, a first bill review may be necessary.
14.	Complies with all best practice processes.

Process for Total Disconnect Order

The DMOQs for total disconnect orders shall be provided by Company. Only one SLA applies to total disconnects; Average ETE Cycle Time for Total Disconnects (# of days). Otherwise, only the total disconnect DMOQs apply as management targets which Supplier is expected to attain or exceed.

1.	Request is claimed in DDTS. (“Disconnect Desk Tracking System”)
2.	Research and determine any applicable disconnect and termination charges.
3.	Contact the customer to complete data gathering, inform the customer of any applicable state tariff requirements any applicable contract termination charges, and request a signed disconnect letter which Supplier has included the applicable termination charges.
4.	Update Disconnect Desk Tracking Tool.
5.	Upon receipt of a completed MQDS and the signed Disconnect Letter, the OS completes a MACD (Move, Add, Change, & Disconnect) form, submits the order and notes Martin, universal billing and other systems as defined by AT&T. Based on the Offer Type being disconnected:
	For Voice Services, Service Request is generated via MACD Web Tool For Data Services, Service Request is generated via USRP
6.	A copy of the disconnect letter is faxed to the Network Imaging Center (NIC) to be loaded into DocViewer.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

Agreement No. 20070105.006.S.001
Local Programs
Local Statement of Work
22 January 2007
Page 14 of 36

7.	Notifies Order Originator and other stakeholders (AE/SE, Sales Mangers, Customer Service Manager and/or Customer as appropriate) of Order Receipt within [*] via email and a telephone call.
8.	Completes all other touchpoints as detailed above.
9.	Proactively manages order to ensure timely and proper completion within DMOQ/SLA metrics.
10.	Continues to provide feedback to Customer and Order Originator at mutually
	agreed upon intervals until service request is complete.
11.	Proactively escalates when necessary.
12.	Keeps copy of the original document as a “paper trail” to address any potential
	discrepancies.
13.	Complies with all BPS and other best practice processes.
14.	Once the order completes, Update DDTS with the completion information.

Supplier shall access AT&T intranet web pages to access forms and information for the following order processing and other work tasks:

Types of order:

Moves
Adding Lines
Changes
Directory
Disconnects
Support sites
Customer Not Ready
Billing and/or Inventory Records

MACD D. Reports/Status Requirements

AT&T will provide Supplier, at AT&T’s sole discretion, timely access to the data necessary to generate the required daily, weekly, and monthly reports set forth below which shall be provided by Supplier.

1. Provide required daily reporting to AT&T:

Reject report
Disconnect report
WIP report
ASR past due report
Orders issued report
Missed touchpoint report
Others as deemed necessary by AT&T.

2. Supplier shall pro-actively manage its resources down to the individual level (Monthly P3 Results/Reviews) in a format satisfactory to AT&T.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

Agreement No. 20070105.006.S.001
Local Programs
Local Statement of Work
22 January 2007
Page 15 of 36

3. Supplier’s Program Manager shall attend daily, weekly and monthly status meetings as established by the AT&T. Such meetings shall be at Supplier’s sole cost and expense.

4. A quarterly review of Program content and implementation will be performed between AT&T’s Project Manager and Supplier’s Program Manager. [*] operational calls will also be held between AT&T and Supplier’s Program Managers. AT&T may request [*] reviews when business results and metrics warrant. These reviews will be conducted at the convenience of both parties.

5. Supplier shall use the appropriate Supplier’s project management tools and reporting systems in order to effectively and efficiently manage AT&T provided order volumes and provide timely and accurate status to AT&T and its’ customers. Supplier, at its’ sole expense, shall design and implement such systems and tools as Supplier deems necessary to support the Work.

MACD E. Direct Measures of Quality (DMOQs) and Service Level Agreements

Supplier shall comply with the Targets as provided by AT&T. AT&T reserves the right to change the targets at any time by providing written notice 45 days in advance to Supplier. Supplier shall implement processes and controls as to manage results to the DMOQs. AT&T and Supplier will utilize the SLAs for monthly production scorecard purposes.

MACD F. Hours / Days of Operation

Supplier shall provide MACD services [*], from 8:00 AM until 5:00 PM in each time zone as required by Customer accounts. The required hours of operation for inbound caller initiated MACD order processing are 8:00 AM CST to 6:00 PM CST.

When necessary, Supplier will ensure OS and management participation on all ports, cuts, customer or AT&T calls, meetings, outages and other AT&T business needs that take place or fall outside of the standard 8:00 AM to 5:00 PM business hours. In addition, whenever a critical business need arises outside of normal business hours, Supplier will work collectively with AT&T to provide services as necessary.

MACD G. Volume and Forecasting Process

AT&T anticipates it will generate a volume of Work for Supplier to staff [*] Order Specialist FTE’s (subject to AT&T’s written request and written approval). Supplier agrees to provide such Order Specialists as requested and approved by AT&T in writing per the following notification. For headcount increases, Supplier shall provide such increased headcount within [*] days. Supplier shall not invoice AT&T for any decreased headcount after the effective date of such headcount reduction stated in the written notice. AT&T reserves the right at anytime, in its sole discretion, to make increases or decreases to said figure in writing, for any reasons whatsoever, including without limitation the following conditions: account movement, performance issues, changes in volume growth, and impacting technical and system enhancements to Local Ordering processes which would impact the requirement of human intervention. Supplier agrees to implement such increases or decreases as directed by AT&T.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

Agreement No. 20070105.006.S.001
Local Programs
Local Statement of Work
22 January 2007
Page 16 of 36

Notwithstanding the above referenced anticipated volume and forecasts, Supplier acknowledges that AT&T has no commitment or obligation to furnish work or compensation to Supplier and Supplier accepts the economic risks that volumes may vary substantially upward or downward of any AT&T forecasts. Supplier further acknowledges that AT&T’s sole obligation shall be to pay for work actually performed and that AT&T has no responsibility for Supplier’s refresher, continuation or attrition training costs.

MACD H. Training Requirements

General Overview

The training module is a key component of the Local CRM project plan.
Training duration for this program is approximately [*], and shall include the following:

Prime Standalone MAC-D — [*] Duration
ABN— [*] Duration
One Net — [*] Duration
PWOT
UNEP
System training
Customer Care Soft Skills
Escalations/Expedites
DMOQ/Metrics
Project Management
IOM
Other AT&T systems as may be identified by AT&T

Supplier shall recruit, train and staff OSs pursuant to AT&T’s written authorization. AT&T reserves the right, in its sole discretion, to change any items and Supplier agrees to adhere to such changes.

AT&T currently has various training programs in place for the OS positions. AT&T will provide the first such training programs to the Supplier, and Supplier agrees that:

• Supplier must guarantee that a designated trainer or supervisor from their team will attend these classes, at no charge to AT&T.

• Supplier will then assume full responsibility for training their resources from that point forward.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

Agreement No. 20070105.006.S.001
Local Programs
Local Statement of Work
22 January 2007
Page 17 of 36

AT&T will provide the necessary job aides to enable the Supplier to accurately complete ordering screens, system access, and training materials.

Personnel Qualifications

Supplier OSs are required to be proficient in both basic voice communications and customer care skills. At a minimum the Supplier’s associates should have:

• Knowledge of Local voice communications

• Customer care skills (e.g., handling irate customer etc.)

• An understanding of how the service works and the various components

• Professional telephone skills

• Professional handling and resolution of customer dissatisfactions/objections. Note: Increased emphasis should be placed on achieving very low order defect rates and virtually eliminate work center rework.

• Project management skills

Post-Training Support:

If some additional level of support is required after formal training has taken place, AT&T will work collectively with the Supplier to provide these resources as necessary.

System IDs, Passwords, Logins, Connectivity Testing Procedures
AT&T will supply necessary IDs and both parties will designate a SPOC (“Single Point of Contact”) to work through ID issues.

Training Locations

Training to take place at Supplier’s Work Location in Greeley, CO.

For changes in Supplier’s training location that is initiated by Supplier, Supplier shall assume all travel expenses for Supplier’s employees.

Function #3: LOCAL PRIME

PRIME C. Supplier’s Responsibilities

Production:

For the Prime New orders assigned to the Supplier by AT&T’s Local CRM, the Supplier will carry out the production functions listed below, managing to completion the greatest number of orders possible.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

Agreement No. 20070105.006.S.001
Local Programs
Local Statement of Work
22 January 2007
Page 18 of 36

1.

Data gathering: Work with AT&T’s AE (Account Executives) and other AT&T personnel and customers and vendor to obtain and verify the required customer, service and Customer Premise Equipment (“CPE”) information required in the MQDS (Minimum Quality Data Set) to assure clean data-flow through the ordering systems. OS will review contract/ CSR/ Letter of Authorization profitably tool and MDS package, OS needs to review for accuracy, work with sales person, customer and their vendor to verify package for accuracy and complete the technical information as required to complete the order.

2.

Order placement:

A.	Using appropriate AT&T Local systems enter and check for accuracy, service requests. Supplier’s OS’s will be responsible for entering and tracking all orders in the Integrated Order Manager (“IOM”) and End to End Flow-through Management System (“EFMS”) systems and ensuring all jeopardies are cleared by their OS’s and/or the appropriate work center, and notifying sales and/or the customer if any jeopardy is due date affecting. The IOM/EFMS system will be one of the means used to track Supplier’s performance for SLA Scorecard purposes.
B.	Manage service requests to system acceptance.
C.	Communicate status to AT&T Sales, customer, vendor, and work centers
D.	Keep EFMS and other AT&T systems updated
E.	Expedite installation schedule as appropriate.

3. Project management:

A.	Employ tracking tools. Check and record key project dates.
B.	Proactively track orders.
C.	Work cooperatively and communicate regularly with ALS work centers responsible for service installation.
D.	Proactively manage and track all critical dates and events in the ASR and EFMS system, and other related provisioning and tracking systems.
E.	Escalate on missed due dates as appropriate.
F.	Coordinate service delivery and access cut dates.
G.	Coordinate port dates
H.	OS coordinates, leads and participates via phone on all 72 hour calls to ensure all parties are ready and in agreement with expectations for night of cut and/or porting requirements.
I.	OS attends cut and/or is available via pager, phone, etc. during the cut to ensure and verify service is operating properly.
J.	Management participates via phone, in customer calls as required
K.	Close provisioning project
L.	Adhere to the standard AT&T Local CRM Customer Touchpoints Requirements shown below.

4. First bill review

A. Preview first bill for correctness.

• To preview billing system for errors, drive corrections with billing system agent and perform subsequent previews until the billing system information is correct.

• Supplier’s OS’s will be responsible for conducting a full first Bill Review with the customer to ensure billing accuracy and completeness.

• If the bill is incorrect or if credits need to be applied, it is the responsibility of the Supplier’s OS to work with AT&T’s sales channels to issue the appropriate corrections, prior to the start of the next billing cycle.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

Agreement No. 20070105.006.S.001
Local Programs
Local Statement of Work
22 January 2007
Page 19 of 36

Prior to order issuance, Supplier will be responsible for retrieving reports to verify that all orders placed are correct and ensuring that the order completes within the required timeframe. Supplier also will monitor orders for jeopardy status, manage to meet established AT&T Local Ordering Individual Performance Objectives (IPOs) and adhere to the AT&T Customer Touch Points Requirements shown below. In the event a jeopardy situation occurs, Supplier will work to troubleshoot and resolve the issue within a reasonable timeframe.

Touchpoint Requirements

Supplier must complete the Orders in accordance with the Customer Touchpoints and Sales Touchpoints requirements shown below. “Completion” is defined as Supplier’s OS entered the Order into AT&T’s IOM/EFMS systems, or other system(s) as may be designated by AT&T, and completion of the Sales Touchpoints noted below and all of the following 7 Customer Touchpoints:

Customer Touchpoint #1 — Introduction Conference Call and Letter: Within [*] of order assignment, Supplier’s OS will send a letter and/or email and place a follow-up phone call to the customer to indicate that they have been assigned as the OS to work the order and schedule the data gathering call. If the order is cancelled or is to be cancelled, Supplier’s OS will notify the customer of the cancellation reason. If additional information is required, the Supplier’s OS will explain what information is missing or incorrect, what is required to proceed and why. If the order is to proceed, Supplier’s OS will then conduct the data gathering call with customer and other stakeholders as appropriate such as the client’s vendor and Supplier’s OS will provide an email or letter to customer confirming the items and or services ordered; and

Customer Touchpoint #2 — Confirmation Letter: Within [*] of receiving Engineering Out Date, Circuit Assignments and ASR numbers, Supplier’s OS will provide this information to the customer and/or vendor and/or AE and/or other stakeholder as previously agreed to; and

Customer Touchpoint #3 — FOC Confirmation: Within [*] of receipt of a firm order confirmation from the local exchange carrier, Supplier’s OS sends an e-mail and places a follow-up call to the customer and/or other stakeholders as agreed to or as appropriate advising them of the installation and tentative port dates that they can expect for their services to be turned up and provide the ASR number; and

Customer Touchpoint # 4 — Test and Turn-up Letter: Within [*] of circuit installation, Supplier’s OS emails the customer and/or other stakeholders as agreed to or as appropriate and follows up with a phone call to the customer informing them of the completion of the circuit installation, the date their vendor and the AT&T technician will be at the customer location to test and turn-up the circuit, inform the customer of their LEC confirmed port date and provide the customer the cut plan stressing the importance of reviewing and following the information contained in the document; and

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

Agreement No. 20070105.006.S.001
Local Programs
Local Statement of Work
22 January 2007
Page 20 of 36

Customer Touchpoint # 5 — Order Completion: [*] after cutover, the OS places a phone call and emails the customer and/or other stakeholders as appropriate to confirm that a successful test and turn-up has taken place, verifies that their service is working and thanks them for their business. If the cut was not successful, the Supplier’s OS will engage resources as required to fix the problem to drive a successful cut and satisfy the customer; and

Customer Touchpoint # 6 — Customer Not Ready: In the event of a Customer Not Ready (CNR) situation, the Supplier’s OS will place a phone call and email the customer and/or other stakeholder as agreed to or appropriate to reschedule the completion of the service installation and inform the customer of the tariffed CNR billing policy; and

Customer Touchpoint #7 — Bill Review/Completion Survey: Within [*] days of order acceptance, Supplier’s OS ensures that a First Bill Review takes place with the customer or other designated representative, the customer agrees with the billing data and request that the customer fill out a satisfactory survey. If the customer does not agree with the billing data, the Supplier’s OS will engage resources as required to remedy and resolve the billing errors.

Customer Touchpoints #1, #2, #3, #4, #5 and #7 must always be completed. Customer Touchpoint #6 is only conducted in the event of a Customer Not Ready situation. Customer Touchpoints may be measured for compliance via AT&T’s IOM/EFMS systems, or other system(s) as may be designated by AT&T and used for performance, compliance, SLA and other measurement and reporting purposes as designated by AT&T.

For tracking and SLA purposes, AT&T and Supplier will use [*], but it is AT&T’s expectation and Supplier agrees to have its OSs and employees conduct touchpoint within [*] of trigger. This shall apply to all touch points shown above.

Supplier OSs shall also perform the following 5 Sales Touchpoints, except as noted in the last paragraph of this section. These Sales Touchpoints take place before Customer Touchpoints.

Sales Touchpoint #1 Initial MDS Reply: Performed when an incomplete or inaccurate MDS is received. Within [*] of order assignment, Supplier’s OS will send a letter and/or email and place a follow-up phone call to AT&T sales if the MDS is incomplete or inaccurate to obtain the correct information to proceed with the order; and

Sales Touchpoint #2 MDS Acceptance: Performed when a complete and accurate MDS is received and accepted. Within [*] of order assignment, Supplier’s OS will send a letter and/or email and place a follow-up phone call to AT&T sales to inform the AE that the MDS is accurate, complete and has been accepted; and

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

Agreement No. 20070105.006.S.001
Local Programs
Local Statement of Work
22 January 2007
Page 21 of 36

Sales Touchpoint #3 MDS Rejection: Performed when a MDS package is rejected. Within [*] of order assignment, Supplier’s OS will send a letter and/or email and place a follow-up phone call to AT&T sales if the if the MDS package is going to be rejected and why; and

Sales Touchpoint #4 Performed when MDS package is rejected and Primepath lines or trunks were ordered incorrectly by Sales and this was identified prior to Customer Touchpoint 1 being conducted. MDS Rejection PrimePath: Within [*] of receiving notification, Supplier’s OS will send a letter and/or email and place a follow-up phone call to AT&T sales if the lines or trunks were ordered incorrectly and this was identified prior to Customer Touchpoint 1 being conducted; and

Sales Touchpoint #5 MDS Rejection — Line Notification: Performed when MDS package is rejected and Primepath lines or trunks were ordered incorrectly by Sales and this was identified by Provisioning or City Operations. Within [*] of receiving notification, Supplier’s OS will send a letter and/or email and place a follow-up phone call to sales if the PrimePath lines or trunks were ordered incorrectly and this was identified by Provisioning or City Operations.

Supplier’s OSs will always conduct Sales Touchpoint #2. Supplier’s OSs will only conduct Sales Touchpoints #1, #3, #4 and/or #5 if required based upon the underlying event or trigger occurring.

Prime D. Reports/Status Requirements

AT&T will provide Supplier, at AT&T’s sole discretion, timely access to the data necessary to generate the required daily, weekly, and monthly reports set forth below which shall be provided by Supplier.

1. Provide required periodic reporting to AT&T:

Deliver analysis of AT&T provided Weekly/Monthly Score Card Results, to AT&T with root cause analysis of metrics, as requested by AT&T. Supplier shall provide required data requested by AT&T for the completion of the Score Card Results.

Daily incoming log including, but not limited to the following information on an order by order basis: Date order received, Customer name, Date assigned and assigned to, Date entered into eCRM/PDM, eCRM/PDM CC#, Date entered into LIFE, LIFE order number, Date into SWF, SWF number, Expected completion date, Actual completion date, orders held, orders rejected back to AT&T’s’ sales/originator, orders in WIP/Backlog, Touchpoints missed by individual touchpoint, SWF past due, completed past due

Daily On-time Performance Reports

Supplier will utilize and leverage tools on a daily basis as to minimize aging of orders and provide AT&T a weekly WIP aging readout as to statistics and backup order detail. Supplier will also develop, implement and leverage other tools and stewardship and look-ahead reports as mutually agreed upon by the parties

Stewardship look ahead reports including OTP, cycle times, WIP backlog and other business metrics.

Headcount listing, organizational charts and escalation contact lists.

Others as deemed necessary by AT&T.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

Agreement No. 20070105.006.S.001
Local Programs
Local Statement of Work
22 January 2007
Page 22 of 36

6. Supplier shall pro-actively manage its resources down to the individual level (Monthly P3 Results/Reviews) in a format satisfactory to AT&T.

7. Supplier’s Program Manager shall attend daily, weekly and monthly status meetings as established by the AT&T. Such meetings shall be at Supplier’s sole cost and expense.

8. A quarterly review of Program content and implementation will be performed between AT&T’s Project Manager and Supplier’s Program Manager. [*] operational calls will also be held between the AT&T and Supplier’s Program Managers. AT&T may request [*] reviews when business results and metrics warrant. These reviews will be conducted at the convenience of both parties.

9. Supplier shall use the appropriate Supplier’s project management tools and reporting systems in order to effectively and efficiently manage AT&T provided order volumes and provide timely and accurate status to AT&T and its’ customers. Supplier, at its’ sole expense, shall design and implement such systems and tools as Supplier deems necessary to support the Work.

Prime E. Direct Measures of Quality (DMOQs)/Service Level Agreements (SLA)

Supplier shall comply with the Targets as provided by AT&T. AT&T reserves the right to change the targets at any time by providing written notice 45 days in advance to Supplier. Supplier shall implement processes and controls as to manage results to the DMOQs. AT&T and Supplier will utilize the SLAs for monthly production scorecard purposes.

Prime F. Hours / Days of Operation

Supplier shall provide Prime services [*], from 8:00 AM until 5:00 PM in each time zone as required by Customer accounts.

When necessary, Supplier will ensure OS and management participation on all ports, cuts, customer or AT&T calls, meetings, outages and other AT&T business needs that take place or fall outside of the standard 8:00 AM to 5:00 PM business hours. In addition, whenever a critical business need arises outside of normal business hours, Supplier will work collectively with AT&T to provide services as necessary.

Prime G. Volume and Forecasting Process for Prime

AT&T anticipates it will generate a volume of Work for Supplier to staff [*] Order Specialist FTE’s (subject to AT&T’s written request and written approval). Supplier agrees to provide such Order Specialists as requested and approved by AT&T in writing per the following notification. For headcount increases, Supplier shall provide such increased headcount within [*] days, but no greater than [*] days. Supplier shall not invoice AT&T for any such decreased headcount after the effective date of such headcount reduction stated in the written notice. AT&T reserves the right at anytime, in its sole discretion, to make increases or decreases to said figure in writing, for any reasons whatsoever, including without limitation the following conditions: account movement, performance issues, changes in volume growth, and impacting technical and system enhancements to Local Ordering processes which would impact the requirement of human intervention. Supplier agrees to implement such increases or decreases as directed by AT&T.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

Agreement No. 20070105.006.S.001
Local Programs
Local Statement of Work
22 January 2007
Page 23 of 36

Notwithstanding the above referenced anticipated volume and forecasts, Supplier acknowledges that AT&T has no commitment or obligation to furnish work or compensation to Supplier and Supplier accepts the economic risks that volumes may vary substantially upward or downward of any AT&T forecasts. Supplier further acknowledges that AT&T’s sole obligation shall be to pay for work actually performed and that AT&T has no responsibility for Supplier’s refresher, continuation or attrition training costs.

Prime H. Training Requirements

Duration is approximately [*] for new hires.

General Overview

The training module is a key component of the Local project plan, and shall include the following:

Prime Standalone MAC-D — [*] Duration
ABN— [*] Duration
One Net — [*] Duration
PWOT
UNEP
System training
Customer Care Soft Skills
Escalations/Expedites
DMOQ/Metrics
Project Management
IOM
Other AT&T systems as may be identified by AT&T

Supplier shall recruit, train and staff OS’s pursuant to AT&T’s written authorization. AT&T reserves the right, in its sole discretion, to change any items and Supplier agrees to adhere to such changes.

AT&T currently has various training programs in place for the OS and OS positions. AT&T will provide the first such training programs to the Supplier, and Supplier agrees that:

• Supplier must guarantee that a designated trainer or supervisor from their team will attend these classes, at no charge to AT&T.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

Agreement No. 20070105.006.S.001
Local Programs
Local Statement of Work
22 January 2007
Page 24 of 36

• Supplier will then assume full responsibility for training their resources from that point forward.

AT&T will provide the necessary job aides to enable the Supplier to accurately complete ordering screens, system access, and training materials.

Personnel Qualifications

Supplier OS’s are required to be proficient in both basic voice communications and customer care skills. At a minimum the Supplier’s associates should have:

• Knowledge of Local voice communications

• Customer care skills (e.g., handling irate customer etc.)

• An understanding of how the service works and the various components

• Professional telephone skills

• Professional handling and resolution of customer dissatisfactions/objections. Note: Increased emphasis should be placed on achieving very low order defect rates and virtually eliminate work center rework.

• Project management skills

Post-Training Support:

If some additional level of support is required after formal training has taken place, AT&T will work collectively with the Supplier to provide these resources as necessary.

System IDs, Passwords, Logins, Connectivity Testing Procedures
AT&T will supply necessary IDs and both parties will designate a SPOC (“Single Point of Contact”) to work through ID issues.

Training Locations

Training to take place at Supplier’s Work Location in Greeley, CO.

For changes in Supplier’s training location that is initiated by Supplier, Supplier shall assume all travel expenses for Supplier’s employees.

Function #4: LOCAL PRIVATE LINE (Data)

Data C. Supplier’s Responsibilities

Data Order Specialist (“OS”) Function

Production:

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

Agreement No. 20070105.006.S.001
Local Programs
Local Statement of Work
22 January 2007
Page 25 of 36

For the orders assigned to the Supplier by AT&T’s Local CRM, the Supplier will carry out the production functions listed below, managing to completion the greatest number of orders possible.

1.

Data gathering: Work with AT&T’s AE (Account Executives) and other AT&T personnel and customers and vendor to obtain and verify the required customer, service and Customer Premise Equipment (“CPE”) information required in the MQDS (Minimum Quality Data Set) to assure clean data-flow through the ordering systems. OS will review contract/ CSR/ Letter of Authorization profitably tool and MDS package, OS needs to review for accuracy, work with sales person, customer and their vendor to verify package for accuracy and complete the technical information as required to complete the order.

2.

Order placement:

A.	Using appropriate AT&T Local systems; enter and check for accuracy, service requests.
	Supplier’s OSs will be responsible for entering and tracking all orders in the Integrated Order Manager (“IOM”) and End to End Flow-through Management System (“EFMS”) systems and ensuring all jeopardies are cleared by their OSs and/or the appropriate work center, and notifying sales and/or the customer if any jeopardy is due date affecting. The IOM/EFMS system will be one of the means used to track Supplier’s performance for SLA Scorecard purposes.
B.	Manage service requests to system acceptance.
C.	Communicate status to AT&T Sales, customer, vendor, and work centers
D.	Keep EFMS and other AT&T systems updated
E.	Expedite installation schedule as appropriate escalating to get dates back on track when missed.

3. Project management:

A.	Employ tracking tools. Check and record key project dates.
B.	Proactively track orders.
C.	Work cooperatively and communicate regularly with ALS work centers responsible for service installation.
D.	Proactively manage and track all critical dates and events in the ASR and EFMS system, and other related provisioning and tracking systems.
E.	Escalate on missed due dates as appropriate.
F.	Coordinate service delivery and access cut dates between AT&T, customer, vendor, and LEC as required.
G.	Coordinate with any related order activity (e.g., intercity, remote end, core circuits).
H.	OS will set up both the 72 hour call and the night of cut call. OS will create the cut sheet for use on the 72 hour call and participate on the 72 hour call. OS will be available via cell phone or pager for the cut call if a problem arises.
I.	OSs and Management participates via phone, in outages
J.	Management participates via phone, in customer calls as required
K.	Close provisioning project
L.	Adhere to the standard AT&T Local Customer Touchpoints Requirements shown below.

4. First bill review

A. Preview first bill for correctness.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

Agreement No. 20070105.006.S.001
Local Programs
Local Statement of Work
22 January 2007
Page 26 of 36

• To preview billing system for errors, drive corrections with billing system agent and perform subsequent previews until the billing system information is correct.

• Supplier’s OSs will be responsible for conducting a full first Bill Review with the customer to ensure billing accuracy and completeness.

• If the bill is incorrect or if credits need to be applied, it is the responsibility of the Supplier’s OS to work with AT&T’s sales channels to issue the appropriate corrections, prior to the start of the next billing cycle.

Prior to order issuance, Supplier will be responsible for retrieving reports to verify that all order information to be placed is correct and ensuring that the order completes within the required timeframe. Supplier also will monitor orders for jeopardy status, manage to meet established AT&T Local CRM Individual Performance Objectives (IPO’s) and adhere to the AT&T’s Customer Touch Points Requirements shown below. In the event a jeopardy situation occurs, Supplier will work to troubleshoot and resolve the issue within a reasonable timeframe.

Touchpoint Requirements

Supplier must complete the Orders in accordance with the Customer Touchpoints and Sales Touchpoints requirements shown below. “Completion” is defined as Supplier’s OS entered the Order into AT&T’s IOM/EFMS systems, or other system(s) as may be designated by AT&T, and completion of the Sales Touchpoints noted below and all of the following 7 Customer Touchpoints in EFMS. It is not acceptable to wait until the order completes and retroactively complete the touchpoint:

Customer Touchpoint #1 — Introduction Conference Call and Letter: Within [*] of order assignment, Supplier’s OS will send a letter and/or email and place a follow-up phone call to the customer to indicate that they have been assigned as the OS to work the order and schedule the data gathering call. If the order is cancelled or is to be cancelled, Supplier’s OS will notify the customer of the cancellation reason. If additional information is required, the Supplier’s OS will explain what information is missing or incorrect, what is required to proceed and why. If the order is to proceed, Supplier’s OS will then conduct the data gathering call with customer and other stakeholders as appropriate such as the client’s vendor and Supplier’s OS will provide an email or letter to customer confirming the items and or services ordered; and

Customer Touchpoint #2 — Confirmation Letter: Within [*] of receiving Engineering Out Date, Circuit Assignments and ASR numbers, Supplier’s OS will provide this information to the customer and/or vendor and/or AE and/or other stakeholder as previously agreed to; and

Customer Touchpoint #3 — FOC Confirmation: Within [*] of receipt of a firm order confirmation from the local exchange carrier, Supplier’s OS sends an e-mail and places a follow-up call to the customer and/or other stakeholders as agreed to or as appropriate advising them of the installation and tentative port dates that they can expect for their services to be turned up and provide the ASR number; and

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

Agreement No. 20070105.006.S.001
Local Programs
Local Statement of Work
22 January 2007
Page 27 of 36

Customer Touchpoint # 4 — Test and Turn-up Letter: Within [*] of circuit installation,

Supplier’s OS emails the customer and/or other stakeholders as agreed to or as appropriate and follows up with a phone call to the customer informing them of the completion of the circuit installation, the date their vendor and the AT&T technician will be at the customer location to test and turn-up the circuit, inform the customer of their LEC confirmed port date and provide the customer the cut plan stressing the importance of reviewing and following the information contained in the document; and

Customer Touchpoint # 5 — Order Completion: One day after cutover, the OS places a phone call and emails the customer and/or other stakeholders as appropriate to confirm that a successful test and turn-up has taken place, verifies that their service is working and thanks them for their business. If the cut was not successful, the Supplier’s OS will engage resources as required to fix the problem to drive a successful cut and satisfy the customer; and

Customer Touchpoint # 6 — Customer Not Ready: In the event of a Customer Not Ready (CNR) situation, the Supplier’s OS will place a phone call and email the customer and/or other stakeholder as agreed to or appropriate to reschedule the completion of the service installation and inform the customer of the tariffed CNR billing policy; and

Customer Touchpoint #7 — Bill Review/Completion Survey: Within [*] days of order acceptance, Supplier’s OS ensures that a First Bill Review takes place with the customer or other designated representative, the customer agrees with the billing data and request that the customer fill out a satisfactory survey. If the customer does not agree with the billing data, the Supplier’s OS will engage resources as required to remedy and resolve the billing errors.

Customer Touchpoints #1, #2, #3, #4, #5 and #7 must always be completed. Customer Touchpoint #6 is only conducted in the event of a Customer Not Ready situation. Customer Touchpoints may be measured for compliance via AT&T’s IOM/EFMS systems, or other system(s) as may be designated by AT&T and used for performance, compliance, SLA and other measurement and reporting purposes as designated by AT&T.

For tracking and SLA purposes, AT&T and Supplier will use [*], but it is AT&T’s expectation and Supplier agrees to have its OSs and employees conduct touchpoint within [*] of trigger. This shall apply to all touch points shown above.

Supplier OSs shall also perform the following 5 Sales Touchpoints, except as noted in the last paragraph of this section. These Sales Touchpoints take place before Customer Touchpoints.

Sales Touchpoint #1 Initial MDS Reply: Performed when an incomplete or inaccurate MDS is received. Within [*] of order assignment, Supplier’s OS will send a letter and/or email and place a follow-up phone call to AT&T sales if the MDS is incomplete or inaccurate to obtain the correct information to proceed with the order; and

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

Agreement No. 20070105.006.S.001
Local Programs
Local Statement of Work
22 January 2007
Page 28 of 36

Sales Touchpoint #2 MDS Acceptance: Performed when a complete and accurate MDS is received and accepted. Within [*] of order assignment, Supplier’s OS will send a letter and/or email and place a follow-up phone call to AT&T sales to inform the AE that the MDS is accurate, complete and has been accepted; and

Sales Touchpoint #3 MDS Rejection: Performed when a MDS package is rejected. Within [*] of order assignment, Supplier’s OS will send a letter and/or email and place a follow-up phone call to AT&T sales if the if the MDS package is going to be rejected and why; and

Supplier’s OSs will always conduct Sales Touchpoint #2. Supplier’s OSs will only conduct Sales Touchpoints #1 and #3 if required based upon the underlying event or trigger occurring.

Data D. Reports/Status Requirements

AT&T will provide Supplier, at AT&T’s sole discretion, timely access to the data necessary to generate the required daily, weekly, and monthly reports set forth below which shall be provided by Supplier.

1.	Provide required periodic reporting to AT&T:
	Deliver analysis of AT&T provided Weekly/Monthly Score Card Results, to AT&T with root cause analysis of metrics, as requested by AT&T. Supplier shall provide required data requested by AT&T for the completion of the Score Card Results.
	Daily incoming log including, but not limited to the following information on an order by order basis: Date order received, Customer name, Date assigned and assigned to, Date entered into eCRM/PDM, eCRM/PDM CC#, Date entered into LIFE, LIFE order number, Date into SWF, SWF number, Expected completion date, Actual completion date, orders held, orders rejected back to AT&T’s’ sales/originator, orders in WIP/Backlog, Touchpoints missed by individual touchpoint, SWF past due, completed past due
	Daily On-time Performance Reports
	Supplier will utilize and leverage tools on a daily basis as to minimize aging of orders and provide AT&T a weekly WIP aging readout as to statistics and backup order detail. Supplier will also develop, implement and leverage other tools and stewardship and look-ahead reports as mutually agreed upon by the parties
	Stewardship look ahead reports including OTP, cycle times, WIP backlog and other business metrics.
	Headcount listing, organizational charts and escalation contact lists.
	Others as deemed necessary by AT&T.
2.	Supplier shall pro-actively manage its resources down to the individual level (Monthly P3 Results/Reviews) in a format satisfactory to AT&T.
3.	Supplier’s Program Manager shall attend daily, weekly and monthly status meetings as established by the AT&T. Such meetings shall be at Supplier’s sole cost and expense.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

Agreement No. 20070105.006.S.001
Local Programs
Local Statement of Work
22 January 2007
Page 29 of 36

4. A quarterly review of Program content and implementation will be performed between AT&T’s Project Manager and Supplier’s Program Manager. Weekly operational calls will also be held between the AT&T and Supplier’s Program Managers. AT&T may request daily reviews when business results and metrics warrant. These reviews will be conducted at the convenience of both parties.

5. Supplier shall use the appropriate Supplier’s project management tools and reporting systems in order to effectively and efficiently manage AT&T provided order volumes and provide timely and accurate status to AT&T and its’ customers. Supplier, at its’ sole expense, shall design and implement such systems and tools as Supplier deems necessary to support the Work.

Data E. Direct Measures of Quality (DMOQs) and Service Level Agreements

Supplier shall comply with the Targets as provided by AT&T. AT&T reserves the right to change the targets at any time by providing written notice [*] in advance to Supplier. Supplier shall implement processes and controls as to manage results to the DMOQs. AT&T and Supplier will utilize the SLAs for monthly production scorecard purposes.

Data F. Hours / Days of Operation

Supplier shall provide Data services [*], from 8:00 AM until 5:00 PM in each time zone as required by Customer accounts.

When necessary, Supplier will ensure OS and management participation on all ports, cuts, customer or AT&T calls, meetings, outages and other AT&T business needs that take place or fall outside of the standard 8:00 AM to 5:00 PM business hours. In addition, whenever a critical business need arises outside of normal business hours, Supplier will work collectively with AT&T to provide services as necessary.

Data G. Volume and Forecasting Process

AT&T anticipates it will generate a volume of Work for Supplier to staff [*] Order Specialist FTE’s (subject to AT&T’s written request and written approval). Supplier agrees to provide such Order Specialists as requested and approved by AT&T in writing per the following notification. For headcount increases, Supplier shall provide such increased headcount within [*] days. Supplier shall not invoice AT&T for any decreased headcount after the effective date of such headcount reduction stated in the written notice. AT&T reserves the right at anytime, in its sole discretion, to make increases or decreases to said figure in writing, for any reasons whatsoever, including without limitation the following conditions: account movement, performance issues, changes in volume growth, and impacting technical and system enhancements to processes which would impact the requirement of human intervention. Supplier agrees to implement such increases or decreases as directed by AT&T.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

Agreement No. 20070105.006.S.001
Local Programs
Local Statement of Work
22 January 2007
Page 30 of 36

Notwithstanding the above referenced anticipated volume and forecasts, Supplier acknowledges that AT&T has no commitment or obligation to furnish work or compensation to Supplier and Supplier accepts the economic risks that volumes may vary substantially upward or downward of any AT&T forecasts. Supplier further acknowledges that AT&T’s sole obligation shall be to pay for work actually performed and that AT&T has no responsibility for Supplier’s refresher, continuation or attrition training costs.

Data H. Training Requirements

General Overview

Duration: Approximately [*]

AT&T Local Data Products and Services
Stargems
Overview of other related systems such as USRP and PLOT
Overview of Local Data DMOQs/Metrics

AT&T currently has various training programs in place for the Data OS position. AT&T will provide the first such training programs covering the topics above to the Supplier, and Supplier agrees that:

• Supplier must guarantee that a designated trainer and supervisor from their team will attend these classes, at no charge to AT&T.

• Supplier will then assume full responsibility for training their resources from that point forward.

AT&T will provide the necessary job aides to enable the Supplier to accurately complete ordering screens, system access, and training materials.

Training Locations

Training to take place at Supplier’s Work Location in Greeley, CO.

For changes in Supplier’s training location that is initiated by Supplier, Supplier shall assume all travel expenses for Supplier’s employees.

THE FOLLOWING GENERAL SECTIONS
APPLY TO ALL LOCAL PROGRAMS:

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

Agreement No. 20070105.006.S.001
Local Programs
Local Statement of Work
22 January 2007
Page 31 of 36

I. Holidays

Contractor shall not perform nor invoice for work on Company’s observed holidays shown below unless requested by Company in writing. If such holiday(s) are approved by Company in writing, Contractor shall invoice Company pursuant to the Holiday Rate shown in Section VIII — PRICING.

[*Holidays]

J. Post Outage Review and Root Cause Analysis

In the event any telecommunications services or processes are not operating properly, Supplier shall take immediate and appropriate action in accordance with Supplier’s business continuity plan to rectify the malfunction and shall immediately notify AT&T Representative within [*] of the service-affecting situation and of remedial action taken.

Supplier shall provide root cause analysis and/or post outage review to AT&T within twenty [*] after an outage or by close of business Monday if the trouble occurs on Friday after an outage, including the testing of all failed components, analysis of failures, identification of chronic and systemic problems, implementation of fixes and monthly reporting on component failures and actions taken. Results of the root cause analysis shall be provided to AT&T in writing in a format mutually agreed to by the parties. The post outage review shall cover the details of the incident and the actions taken for resolution and prevention.

K. Staffing Requirements

Supplier shall provide sufficient resources equivalent in knowledge and skill sets as they pertain to AT&T’s Local CRM OS (Order Specialist) position based on the forecasting requirements shown in the respective Sections G “Volume and Forecasting”.

In addition, Supplier shall provide supervisory support and project management expertise which shall be at Supplier’s sole cost and expense Such supervisor or project manager shall not work on any other AT&T programs without AT&T’s written consent. In no event, shall such personnel work on any non-AT&T program.

If for any reason whatsoever Supplier’s staffing falls below the resources required to support the forecasted volumes provided by AT&T, Supplier shall not be excused from meeting or exceeding the Local DMOQs, upon receipt of such DMOQ’s from AT&T. In the event of such staffing failure, Supplier shall immediately take all steps to mitigate its failure, and shall, at its sole cost and expense: hire and train additional staff and/or authorize overtime to meet or exceed the DMOQs until the required resource levels are met. The provisions of this paragraph are in addition to and not in limitation of all other rights and remedies AT&T may have as a result of Supplier’s failure to provide such resources.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

Agreement No. 20070105.006.S.001
Local Programs
Local Statement of Work
22 January 2007
Page 32 of 36

Staffing Control

AT&T may, at any time, request immediate removal and replacement of any OS, or other employee of Supplier (e.g. trainers, supervisors, etc.) for performance reasons. Supplier shall, at Supplier’s sole expense, remove and replace such OS or employee(s). Supplier shall not reassign such OS or employee(s) to any AT&T Program(s).

Supplier shall comply with such request and ensure timely transition of all pending work to another representative.

L. Workforce Management Plan

Supplier must provide AT&T with a minimum [*] day notice of any planned changes (not including resignations) to Program Managers, e.g. Escalation Manager, Area, Program, District and Division Manager position staffing. Whenever an individual in one of these positions is replaced, Supplier will provide AT&T with a documented candidate selection and transition process, along with a description of the proposed candidate’s skills and experience.

M. Tracking Expectations

Supplier’s OSs will be responsible for entering and tracking all orders in Local order tracking system(s) or other systems as designated by AT&T, and ensuring all jeopardies are cleared by their OSs and/or the appropriate work center, and notifying AT&T’s sales organization and/or the customer if any jeopardy is due date affecting. The eCRM/PDM system will be one of the means used to track Supplier’s performance for SLA Scorecard.

Prior to order issuance, Supplier shall be responsible for retrieving reports to verify that all orders placed are correct and ensuring that the order completes within the required timeframe Supplier shall monitor orders for jeopardy status, manage to meet established AT&T Local Individual Performance Objectives (IPOs) and adhere to the AT&T’s Customer Touch Points Requirements. In the event a jeopardy situation occurs, the Supplier OSs will work to troubleshoot and resolve the issue within a reasonable timeframe.

N. Monitor and Control Plans

Change Control Procedures

Overview

The purpose of the Change Control Plan is to plan for the administration of changes to any order within any Program. The plan will identify the procedures for receiving, documenting, implementing, tracking and analyzing the impact of change on all aspects of the project, including schedule, performance and cost.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

Agreement No. 20070105.006.S.001
Local Programs
Local Statement of Work
22 January 2007
Page 33 of 36

1. All changes to the original scope, schedule or specifications of the project must be channeled through a designated AT&T single point of contact (SPOC) as identified by the AT&T Local CRM and the Supplier. The respective SPOCs will be the only individuals who have the authority to agree to make changes to the project. However, under normal circumstances, no action will be taken to respond to the request until AT&T has reviewed and provided written approval for the proposed change.

2.	Any change requests must be submitted in writing by having the respective SPOC initiate a Change Request document. This document must clearly state the nature of the change requested, including its impact on the scope and schedule (if known). Supplier shall not make any changes unless AT&T provides its express written approval.
O.	Work Locations

Supplier shall perform the Work at Supplier’s location in Greeley, CO.

P. Automation Support

If requested by AT&T, Supplier shall support the testing, certification, implementation and changes of AT&T platforms, tools and other systems or support other activities and tasks as requested in writing by AT&T. For these activities, AT&T at its’ sole discretion, will compensate Supplier on FTE basis, that is, per dedicated headcount per month. .

Q. Network Security Requirements

AT&T is currently reviewing its Network Security policies and procedures. The outcome of this review may require AT&T to implement additional security requirements above and beyond the Data Connectivity Agreement (“DCA”) associated with this Agreement. AT&T may require Supplier’s employees to obtain security clearances in order to access and use AT&T systems. If AT&T implements additional security requirements, both parties shall cooperate and mutually agree on implementation of such security requirements.

In support of AT&T’s security and integrity initiatives, Supplier shall abide by and assure full compliance with the contractual requirements concerning AT&T’s proprietary information (including but not limited to CPNI (“Customer Proprietary Network Information”) and ensure that their employees operate with the highest standard of business ethics. Additionally, Supplier shall manage an inventory of all System IDs issued to Supplier employees, assuring the deletion of said System IDs when Supplier employee resigns, transfers to a non-AT&T program, or transfers to other AT&T business units other than Service Provider.

R. Productivity Improvement / Cost Reduction

During the term of this Order, AT&T will be implementing various order automation and simplification initiatives. This includes electronic handoff, and various new and modified ordering platform and systems. Supplier shall implement such initiative and all associated cost reductions shall be immediately applied to all charges by Supplier invoiced to AT&T, per the applicable rates listed in Section VIII PRICING.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

Agreement No. 20070105.006.S.001
Local Programs
Local Statement of Work
22 January 2007
Page 34 of 36

In addition, AT&T and Supplier shall work together to reduce total time and work time per customer order and improve all tasks associated with this Program recognizing that quality must not be impaired.

Supplier agrees to identify productivity improvements to drive cost reductions and headcount reductions associated with Supplier’s billable rates. AT&T’s Program Representative has sole discretion to review and approve any headcount reduction, productivity improvement and/or cost reduction initiative identified by Supplier. If such headcount reduction, productivity improvement and/or cost reduction initiative is approved by AT&T, Supplier shall implement such initiative and once the cost savings have begun to be realized, all applicable cost reductions shall immediately be applied to all charges by Supplier invoiced to AT&T, per the applicable rates listed in Section VIII PRICING and any gain sharing initiatives that have been mutually agreed upon. If any substantial expense or capital investment is required by Supplier to implement an approved productivity improvement or cost reduction initiative, AT&T and Supplier will mutually agree to any such investment arrangement.

Within forty-five (45) days of the signing of this Agreement, Supplier and AT&T will work to identify and quantify productivity improvement opportunities for cost reductions referenced above.

AT&T and Supplier have agreed to evaluate gain sharing opportunities on a case-by-case basis. If both parties mutually agree to a specific gain sharing initiative, the associated agreement shall specify how the realized cost savings will be applied.

S. Operational Control Compliance Provision

For all services that Supplier performs for AT&T, Supplier shall be responsible for successfully passing all testing, audits and the specific operational controls (collectively “Control(s)”) outlined in the attached Exhibit A of this Order.

If Supplier’s performance fails to pass the Controls that are conducted by either AT&T’s team, or by AT&T’s third party auditor(s), or AT&T’s internal auditors, (collectively, “AT&T Auditors”), then AT&T shall be entitled to receive a performance credit of $[*] deducted from Supplier’s monthly invoice for each such failed Control. In addition Supplier shall also provide remediation plans for each failed Control to AT&T in writing within 15 calendar days of AT&T’s identification of such failure, for each failed Control.

Such remediation plans are subject to AT&T’s written approval, and shall outline the method that Supplier shall use to correct the failures and allow for successful passing of the Controls during subsequent retesting conducted by AT&T’s Auditors by the next testing period.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

Agreement No. 20070105.006.S.001
Local Programs
Local Statement of Work
22 January 2007
Page 35 of 36

Supplier’s implementation of such remediation plans shall not limit AT&T’s rights to receive the above described performance credit, not to exceed $[*] of Supplier’s monthly invoice for the month of the Control failure(s), to be issued as a credit to AT&T in the subsequent month’s invoice. If Supplier’s remediation fails, then AT&T reserves the right to receive an additional performance credit of $[*] from the invoice for the month the remediation failure occurred.

For example, during March, if Supplier fails one of the five Controls outlined in Exhibit A, as determined by AT&T’s Auditors, then AT&T shall be entitled to a $[*] performance credit applied to all charges incurred by AT&T for March (Or for example, if two missed controls $[*] = $[*] x 2).

If Supplier remediates the failure in April, AT&T, at its sole discretion, may waive such performance credit. If AT&T does not waive such performance credit, Supplier shall apply a performance credit equal to $[*] from the March charges on Supplier’s invoice issued in April.

If Supplier does not remediate the failure in April, AT&T, at its sole discretion, may impose an additional $[*] performance credit from the March charges that shall be applied to the invoice issued from Supplier to AT&T in May.

T. AT&T/Supplier Contact List

AT&T shall provide contacts prior to the execution date of a potential agreement.

Name	Title	AT&T / Supplier
[*]	Group Manager	AT&T
[*]	Director, Client Services	Supplier

U. Escalation Procedures

Supplier is wholly responsible for all escalations (provisioning activity requested in an accelerated timeframe and requiring the intervention of Executive Management) resulting from orders submitted by Supplier ORDER SPECIALISTS and must follow AT&T’s Escalation and Exception Process.

AT&T CRM (“Customer Relationship Management”) Executive Management and/or Escalation Management Personnel may be enlisted for assistance only after Supplier has exhausted all internal resources. Any changes by AT&T to the current process will be communicated to Supplier via email notification and/or Alerts posted on the AT&T’s websites and becomes Supplier’s responsibility to ensure communication, training, and compliance by all Order Specialists.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

Agreement No. 20070105.006.S.001
Local Programs
Local Statement of Work
22 January 2007
Page 36 of 36

Supplier shall provide one (1) Escalation Manager responsible for ensuring compliance of the Process and assisting ORDER SPECIALISTs in this effort. Supplier agrees to add additional Escalation Managers upon AT&T’s written request.

V. Systems and Telephony

Supplier shall provide, at its sole cost and expense, all systems and telephony equipment necessary to support the work performed. This should include, but is not limited to:

• PBX and data connectivity equipment

• Work stations for remote access to AT&T systems. Must be (minimum) Pentium processor with 128Mb of RAM

• Sufficient equipment to handle the volumes of calls as anticipated in this Order.

• Sufficient support and management administration to assure the continued operation of, and maintenance of all equipment and telecommunications facilities.

Supplier shall provide all facilities necessary to access AT&T’s systems and manage the volume of calls as AT&T deems appropriate. AT&T may provide to Supplier secure access procedures for accessing the appropriate ordering and tracking systems along with the required operating system requirements which Supplier agrees to follow. AT&T/Supplier System access shall be determined by AT&T at its sole discretion.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and
their third party representatives, except under written agreement by the contracting Parties.

EX-10.95

EXHIBIT 10.95

Work Order

No. 20070105.006.S.006

Between

StarTek, Inc.

And

AT&T Services, Inc.

 * Material has been omitted pursuant to a request for confidential treatment and such material has been filed separately with the Securities and Exchange Commission. An asterisk within brackets denotes omissions.

Work Order No. 20070105.006.S.006

Work Order No. 20070105.006.S.006

This Work Order (hereinafter called “Order”), effective on the date when signed by the last Party (“Effective Date”), is by and between StarTek, Inc., a Delaware corporation (“StarTek”), and AT&T Services, Inc., a Delaware corporation (“AT&T”), each of which may be referred to in the singular as “Party” or in the plural as “Parties.”

WHEREAS, StarTek and AT&T entered into Agreement No. 20070105.006.C on January 26, 2007 (the “Contact Call Center Agreement,” hereinafter called the “Master Agreement"); and

WHEREAS, StarTek and AT&T desire to issue a supplementary Order to the Master Agreement specifically regarding StarTek’s services for WildBlue, Inc., as hereinafter set forth;

Now, THEREFORE, in consideration of the premises and the covenants hereinafter contained, the Parties hereto agree as follows:

I.	The Agreement — The parties agree that the definitions, terms and conditions of the Master Agreement between StarTek and AT&T shall be applicable to all Services that are authorized under this Order (hereinafter “the Work"), except to the extent changed by this Order.
II.	TERM — This Order applies to all Work hereunder during the Term of the Master Agreement.
III.	AT&T’s Program Representatives are as follows:

[*], Associate Director
Product Development
AT&T Operations, Inc.
3707 S. 2^nd St., Rm WCA-030
Austin, TX 78704
[*]
[*]

[*]
Sr. Project Manager
AT&T Internet Services
750 W. John Carpenter Fwy, Rm 820C
Irving, TX 75039
[*]
[*]

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Startek, their Affiliates and their
third party representatives, except under written agreement by the contracting Parties.

Page 2 of 6

Work Order No. 20070105.006.S.006

IV. AT&T’s Contract Representative is as follows:

[*]
Senior Contract Manager
AT&T Services, Inc.
530 McCullough, Rm 2-M-03
San Antonio, TX 78215-2104
Phone: [*]
Email: [*]

V. StarTek’s Representative is as follows:

[*], Program Director
WildBlue Client Services
StarTek, Inc.
44 Cook St., Suite 400
Denver, CO 80206
Email: [*]
Phone: [*] (Office)

[*]
Director — Client Services
44 Cook Street
Denver, CO 80206
Phone [*]
Email: [*]

VI.	Scope of Work Order
	AT&T has an Agreement for Resale Satellite Internet Service in effect with WildBlue, Inc., and is presently revising it into a Restated Agreement for Resale Satellite Internet Service (the “Resale Agreement"). WildBlue has entered into a separate Agreement with StarTek to provide Tier I and II customer care for each customer to whom AT&T sells the WildBlue satellite-based broadband Internet access service (hereinafter “AT&T’s Subscribers") under the Resale Agreement. StarTek’s provision of customer care will require it to access AT&T’s network, customer care tools described hereunder, and confidential and proprietary data (all hereinafter called “AT&T Data"). This Work Order addresses StarTek’s agreement with AT&T to access the AT&T Data.
VII.	General Authorization
	This Order is to authorize StarTek’s access to AT&T Data. This authorization is provided to allow StarTek to provide Tier I and II customer care support to AT&T’s Subscribers on behalf of WildBlue, Inc. This confidential access is being set out in more specific detail than the “Master Agreement,” pertains only to WildBlue, Inc. and its subcontractors under the Resale Agreement, and does not apply to other Orders under the Master Agreement.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Startek, their Affiliates and their
third party representatives, except under written agreement by the contracting Parties.

Page 3 of 6

Work Order No. 20070105.006.S.006

VIII.	Master Data Connection Agreement
	A Master Data Connection Agreement (“MDCA”) is in effect between AT&T and StarTek. For purposes of access to AT&T Data pursuant to this Order, StarTek will be required to sign an MDCA Connection Supplement promptly after the Effective Date of this Order, and StarTek agrees to cooperate with AT&T’s Business Security Department in that document production.
IX.	AT&T Subscribers
	This Order is to facilitate StarTek’s Work on behalf of WildBlue in serving AT&T’s Subscribers, assisting WildBlue’s subcontractor DSI in their installation of antennas, transceivers and satellite modems (all such equipment hereinafter “CPE”) at AT&T Subscribers’ premises. Inquiries from DSI or WildBlue about an AT&T Subscribers’ account or other AT&T Subscriber information which is located at or in the possession of AT&T can be answered by StarTek with their access to AT&T Data authorized by this Order.
X.	No Compensation
	No compensation shall be paid as a result of this Order, nor shall any invoicing be necessary. All Work by StarTek pursuant to or enabled by this Order shall be on behalf of WildBlue, and any compensation for same shall be paid to StarTek by WildBlue and not by AT&T.
XI.	Customer Care Tools
	Among other AT&T Data to which StarTek shall have access under this Order will be AT&T Customer Care Tools, which StarTek will use in order to handle the technical support for AT&T Subscribers related to the AT&T Yahoo! portion as well as other portions of AT&T Subscribers’ service. The Customer Care Tools listed here are not exclusive; there may be other such Tools added in the future under this Order by agreement of AT&T, and it shall not be necessary to amend this Order in order to add such additional Customer Care Tools. Customer Care Tools that are to be accessible to StarTek immediately are the following:

a.	Password Reset Tool - located on AT&T Corporate Network - This Tool is used to reset a Subscriber’s password and provides the ability to perform a password reset on both the primary and sub-account Subscriber IDs. The tool will generate the password randomly and provide it to the agent via a confirmation screen along with the phonetic spelling;
b.	Yahoo! AMT - located on AT&T Corporate Network — The Account Management Tool (“AMT”) provides the ability to troubleshoot specific properties of an AT&T Yahoo! account. The AMT allows the agent to view the Subscriber’s status in a read-only view. Additionally, the agent must obtain explicit permission from the Subscriber prior to accessing their AT&T Yahoo! email account.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Startek, their Affiliates and their
third party representatives, except under written agreement by the contracting Parties.

Page 4 of 6

Work Order No. 20070105.006.S.006

c.	Port 25 Mail Filter Tool - located on ATTIS network - Port 25 is a gateway that most computers use to send email. That is because a technical specification called Simple Mail Transfer Protocol (“SMTP”), which lets people send and receive email, operates on the port. Agents use this tool to help cut down the amount of spamming and viruses that are, unknowingly, sent by Subscriber computers already infected by viruses.
d.	Yahoo! Escalation Tool - located on AT&T Corporate Network — This Tool is used to escalate unresolved Yahoo! related troubleshooting issues to Yahoo!, by creating a ticket within the Tool that is routed to Yahoo!.
e.	Agent Facing Support Site (“AFSS”)- located on AT&T Corporate Network — This website is used by agents to access the technical tools listed above, view troubleshooting simulators, articles and procedures, and agents can also perform specific category searches on the site for detailed troubleshooting steps.

XII.

Master Agreement Compliance

Entered here as a matter of emphasis only, StarTek shall specifically comply with the confidentiality-related provisions of the Master Agreement, in which StarTek is referenced as “Supplier” and in which AT&T Subscriber is referenced as “Customer,” acknowledging that the Services under the Master Agreement are somewhat different than those under this Order. Those emphasized provisions include the following:

a.	Section 3.16, Information;
b.	Section 4.3 Electronic Privacy Policy;
c.	Section 4.4 Customer Content, although the “script” provisions shall not apply to this Order;
d.	Section 4.9, Information — Customer;
e.	Section 4.15, Requirements for Access to AT&T’s System(s) and/or Databases;
f.	Appendix G — Worker Agreement. This Worker Agreement must be signed by any StarTek employee or contractor having access to AT&T Data under this Order; and
g.	Appendix AA — Background Checks.

XIII.	Cancellation for Default
	In the event there is a breach or default by StarTek, then in addition to all other rights and remedies which AT&T may have at law or in equity, AT&T shall have the right to immediately cancel this Order by providing written notice to StarTek, without any charge to, obligation of or liability to AT&T.
XIV.	Master Agreement Not Applicable
	Certain sections of the Master Agreement do not apply in full to this Order, and are as follows:

a. Any provisions that pertain specifically to StarTek providing “Call Center Services;”

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Startek, their Affiliates and their
third party representatives, except under written agreement by the contracting Parties.

Page 5 of 6

Work Order No. 20070105.006.S.006

b.	Delivery and Acceptance;
c.	Appendix A — Description of Services and Deliverables;
d.	Appendix B — Price(s); and
e.	Appendix C — Prime Supplier MBE/WBE/DVBE Participation Plan.

In addition, the Parties hereto agree to use a common sense approach in determining those additional provisions and details of the Master Agreement that may not apply to this Order.

IN WITNESS WHEREOF, the Parties have caused this Work Order No. 20070105.006.S.006 to be executed, which may be in duplicate counterparts, each of which will be deemed to be an original instrument, as of the date the last Party signs.

StarTek, Inc.	AT&T Services, Inc.
By:	By:
Printed Name:	Printed Name:
Title:	Title:
Date:	Date:

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Startek, their Affiliates and their
third party representatives, except under written agreement by the contracting Parties.

Page 6 of 6

EX-10.96

Exhibit 10.96

January 23, 2007

Dear Sue:

It is my pleasure to extend to you an offer of employment as Sr. Vice President of Human Resources with StarTek, Inc. In this position, you will report directly Larry Jones, CEO.

Start Date
Your start date is anticipated to be Tuesday, February 6^th, 2007.

Location
You will be at our Denver Headquarters.

Base Compensation
Your base compensation will be $220,000 per year, paid semi-monthly. You will be eligible for future annual salary increases based upon performance and goal achievement.

Stock Options
Upon the Board of Directors approval, you will be awarded options to purchase 100,000 shares of StarTek, Inc. common stock. The strike price for these shares will be the later of; your hire date or the date of approval from the Board of Directors. It is anticipated that 50,000 shares will be awarded at the next Board of Directors meeting in February, with the remaining shares being granted subject to a shareholders vote to increase the number of available shares in May. Vesting in over four years; 25% will vest after one year and monthly thereafter. These options will vest 100% on a change of control.

Variable Compensation Eligibility
You are eligible to participate in the StarTek Leadership Incentive Compensation Plan. Your targeted incentive eligibility is 40% of your actual base earnings. Targets will be set by the Board of Directors annually and payments will be made annually after the Company’s fiscal results are reported.

Paid Time Off
You will be eligible to accrue up to four weeks of paid time off following 90 days of service.

Severance
StarTek will offer you 9 months of severance and 9 months of bonus in the event of termination of employment from StarTek, Inc. other than for “cause.” “Cause” shall require a reasonable good faith determination by StarTek, Inc. and is defined as (1) an act or acts constituting a felony; (2) an act or acts constituting dishonesty or disloyalty with respect to StarTek; (3) an act or acts constituting fraud; and/or (4) an act or acts that materially adversely affect StarTek’s business or reputation.

Benefits
You will be eligible for Health and Welfare Benefits on the first day of the month following hire date. You will also be given additional materials on the other pertinent StarTek USA, Inc. benefits at the time of your orientation.

Employment at Will
Your employment by StarTek, Inc. is “at will” meaning that you are free to terminate your employment with StarTek, Inc. at any time for any reason and that StarTek, Inc. is also free to terminate your employment at any time for any reason.

Sue, we are very excited to have you as part of our team. We believe you possess the skills and background that our organization is looking for as we move toward our bright future. We are confident that you will play a significant role in helping shape the future success of StarTek.

Sincerely,

     /s/ A. Laurence Jones

A. Laurence Jones

President and CEO

Cc: Shelby Peralta, SVP Human Resources
Erin Fleck, Compensation Manager

I, Sue Morse, accept this offer with StarTek, Inc.

Signed /s/ Sue Morse.
Date      2/8/07     .

EX-10.97

Exhibit 10.97

February 14, 2007

Dear Michael:

It is my pleasure to extend to you an offer of employment as General Counsel, Senior Vice President &Secretary with StarTek, Inc. In this position, you will report directly the President and Chief Executive Officer.

Start Date
Your start date is anticipated to be Monday, February 19, 2007.

Location
You will be at our Denver Headquarters.

Base Compensation
Your base compensation will be $175,000 per year, paid semi-monthly. You will be eligible for future annual salary increases based upon performance and goal achievement.

Stock Options
Upon the Board of Directors approval, you will be awarded options to purchase 65,000 shares of StarTek, Inc. common stock. It is anticipated that 32,500 shares will be awarded at the February 19, 2007 Board of Directors meeting, with the remaining shares being granted subject to a shareholders vote to increase the number of available shares in May, 2007. The strike price for shares awarded on February 19, 2007 will bethe closing price as of that date. The strike price of the remaining shares will be the closing price on the date awarded by the Board of Directors. Vesting in over a four year period; 25% will vest after one year and monthly thereafter. *Market closed 2/19/2007 for Presidents Day. 2/20/2007 will be strike price for shares. (STP 2-20-07)

Variable Compensation Eligibility
You are eligible to participate in the StarTek Leadership Incentive Compensation Plan. Your targeted incentive eligibility is 40% of your actual base earnings. Targets will be set by the Board of Directors annually and payments will be made annually after the Company’s fiscal results are reported.

Paid Time Off
You will be eligible to accrue up to four weeks of paid time off following 90 days of service.

Benefits
You will be eligible for Health and Welfare Benefits on the first day of the month following hire date. You will also be given additional materials on the other pertinent StarTek USA, Inc. benefits at the time of your orientation.

Employment at Will
Your employment by StarTek, Inc. is “at will” meaning that you are free to terminate your employment with StarTek, Inc. at any time for any reason and that StarTek, Inc. is also free to terminate your employment at any time for any reason.

Michael, we are very excited to have you as part of our team. We believe you possess the skills and background that our organization is looking for as we move toward our bright future. We are confident that you will play a significant role in helping shape the future success of StarTek.

Sincerely,

     /s/ A. Laurence Jones

A. Laurence Jones

President and CEO

Cc: Sue Morse, Senior Vice President, Human Resources

I, Michael Clayton, accept this offer with StarTek, Inc.

Signed /s/ Michael Clayton .
Date      2/19/07     .

EX-10.98

Exhibit 10.98

January 23, 2007

Dear Mary Beth:

It is my pleasure to extend to you an offer of employment as Sr. Vice President of Business Development with StarTek, Inc. In this position, you will report directly Larry Jones, CEO.

Start Date
Your start date is anticipated to be January 29^th, 2007.

Location
You will be at our Denver Headquarters.

Base Compensation
Your base compensation will be $215,000 per year, paid semi-monthly. You will be eligible for future annual salary increases based upon performance and goal achievement.

Stock Options
Upon the Board of Directors approval, you will be awarded options to purchase 100,000 shares of StarTek, Inc. common stock. It is anticipated that 50,000 shares will be awarded at the next Board of Directors meeting in February, with the remaining shares being granted subject to a shareholders vote to increase the number of available shares in May. The strike price for these shares will be the later of; your hire date or the date of approval from the Board of Directors. Vesting in over four years; 25% will vest after one year and monthly thereafter. These options will vest 100% on a change of control.

Variable Compensation Eligibility
You are eligible to participate in the StarTek Leadership Incentive Compensation Plan. Your targeted incentive eligibility is 40% of your actual base earnings. Targets will be set by the Board of Directors annually and payments will be made annually after the Company’s fiscal results are reported.

Paid Time Off
You will be eligible to accrue up to four weeks of paid time off following 90 days of service.

Severance
StarTek will offer you 9 months of severance and 9 months of bonus in the event of termination of employment from StarTek, Inc. other than for “cause.” “Cause” shall require a reasonable good faith determination by StarTek, Inc. and is defined as (1) an act or acts constituting a felony; (2) an act or acts constituting dishonesty or disloyalty with respect to StarTek; (3) an act or acts constituting fraud; and/or (4) an act or acts that materially adversely affect StarTek’s business or reputation.

Benefits
You will be eligible for Health and Welfare Benefits on the first day of the month following hire date. You will also be given additional materials on the other pertinent StarTek USA, Inc. benefits at the time of your orientation.

Employment at Will
Your employment by StarTek, Inc. is “at will” meaning that you are free to terminate your employment with StarTek, Inc. at any time for any reason and that StarTek, Inc. is also free to terminate your employment at any time for any reason.

Mary Beth, we are very excited to have you as part of our team. We believe you possess the skills and background that our organization is looking for as we move toward our bright future. We are confident that you will play a significant role in helping shape the future success of StarTek.

Sincerely,

     /s/ A. Laurence Jones

A. Laurence Jones

President and CEO

Cc: Shelby Peralta, SVP Human Resources
Erin Fleck, Compensation Manager

I, Mary Beth Loesch, accept this offer with StarTek, Inc.

Signed /s/ Mary Beth Loesch.
Date      1/29/07     .

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, A. Laurence Jones, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of StarTek, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 8, 2007	/s/ A. LAURENCE JONES
	A. Laurence Jones
	President, Chief Executive Officer and Interim Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATIONS

In connection with the Quarterly Report of StarTek, Inc. on Form 10-Q for the quarter ended March 31, 2007, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned individual, certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2) The information contained the Report fairly presents, in all material respects, the financial condition and result of operations of the Registrant.

Date: May 8, 2007	/s/ A. LAURENCE JONES
	A. Laurence Jones
	President, Chief Executive Officer and Interim Chief Financial Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Corporation and will be retained by the Corporation and furnished to the Securities and Exchange Commission or its staff upon request.