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Service Level Agreement
For
Concierge
March 29, 2000
This document contains proprietary and confidential information. Neither this
document nor said proprietary information shall be published, reproduced,
copied, disclosed, or used for any purpose without prior written approval from
▇▇▇▇▇▇▇.▇▇▇: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇.
▇▇▇.▇▇▇▇▇▇▇.▇▇▇
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Concierge SLA Confidential Page 1 3/29/00
Exhibit 10.2
Page 1 of 14 Pages
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Service Level Agreement (SLA)
Under this Agreement, dated 3/31/00, ▇▇▇▇▇▇▇.▇▇▇, Inc. ("eAssist",
"▇▇▇▇▇▇▇.▇▇▇") and Concierge ("Concierge") agree to the following:
1. Services
--------
Concierge wishes to contract ▇▇▇▇▇▇▇.▇▇▇ to provide multimedia customer
relationship management (eCRM) services via the Internet to Concierge.
▇▇▇▇▇▇▇.▇▇▇ will provide outsourced e-mail management services and
software, chat management services and software, and voice based call
handling. ▇▇▇▇▇▇▇.▇▇▇ will be responsible for the management of all
technical infrastructure, bandwidth, hardware, software and agents.
2. Term
----
The term of this Agreement shall be two years commencing on 3.29.00.
Thereafter, the agreement will automatically renew for successive
one-year periods unless Concierge notifies ▇▇▇▇▇▇▇.▇▇▇ sixty (60) days
prior to the Agreement and date of its intention to cancel the
Agreement. ▇▇▇▇▇▇▇.▇▇▇ may terminate this agreement for any reason on
sixty (60) days written notice. In the event of any form of termination
Concierge agrees to pay ▇▇▇▇▇▇▇.▇▇▇ all costs identified in this
Agreement up to and including the date of termination.
3. Payment of Invoices
-------------------
Setup fees are payable on agreement signature.
All invoices are payable net thirty (30).
If invoices are not paid within thirty (30) days of the invoice due
date, ▇▇▇▇▇▇▇.▇▇▇ will send a collection notice to Concierge requesting
payment. If the payment is not received within fifteen (15) days of the
date posted on the collection notice, ▇▇▇▇▇▇▇.▇▇▇ may at its sole
discretion disable the service. The service will only be re-enabled on
full payment of all outstanding invoices.
4. Implementation
--------------
The work to be performed in order to implement an eAssist solution for
Concierge site is described in Appendix A.
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Concierge SLA Confidential Page 2 3/29/00
Exhibit 10.2
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Service Level Agreement (SLA)
5. Service Level by Type
---------------------
The following schedule provides the (OUTSOURCED) service levels by
service type as measured monthly.
o All services will be available 24 hours per day 7 days per week
o 90% of automatic e-mail response within 10 minutes
o 90% of personalized e-mail response within 8 hours
o 80% of chat requests commenced within 120 seconds
o 80% of calls (VolP) answered within 120 seconds
o Net of pre-authorized maintenance windows, hardware/software
uptime of 95%
6. Compensation
------------
6.1. Outsourced Pricing Schedule [Omitted Language]
6.2. Pricing Detail
6.2.1. One Time Installation and Set Up Services
▇▇▇▇▇▇▇.▇▇▇ will provide consulting services that include:
Facilities - ▇▇▇▇▇▇▇.▇▇▇ Facility
o Customization of secure data facilities
o Hardware customization and configuration
o Desktop configuration for required staffing
levels
Implementation Planning
Discovery meeting
o Domain strategy design and development
o Technical architecture design and
development
o Operational process definition and design
Blueprint development
o Single specific design document which
outlines all components of the domain,
strategic, and technical agreement
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Concierge SLA Confidential Page 3 3/29/00
Exhibit 10.2
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Service Level Agreement (SLA)
o Becomes an addendum to the contract once
signed and forms the basis for all future
design changes
o Ensures consistency through documented
communication without raising unnecessary
hurdles or barriers
Operational development
o On-site operational development session with
▇▇▇▇▇▇▇.▇▇▇ specialists to design and
develop operational processes and procedures
for the integrated management of the
customer contact center
o Dedicated off-site support for development
of integrated management of the customer
contact center
o We will provide domain expertise with regard
to the recruiting, prescreening,
interviewing and hiring of ESRs - our proven
methodologies will minimize the recruitment
cycle, maximize employee satisfaction, and
reduce employee turnover
o We will provide domain expertise with regard
to training methodologies which work best
within the ESRs environment our
methodologies will maximize productivity,
reduce the training cycle, and minimize the
learning curve
Technical Implementation
o Team of technical architects dedicated to
the conceptual design and development of
required technical infrastructure
o Technical consulting work with Concierge's
technical teams both on and off site
o Design, setup, implementation and
integration of customized software
applications for: one-to-one chat
interaction, processes for integrating web
pages directly with our chat server and
continual knowledge base expert system
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Concierge SLA Confidential Page 4 3/29/00
Exhibit 10.2
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Service Level Agreement (SLA)
o Design, setup, implementation and
integration of customized software
applications for: automated and
personalized e-mail
o Design, setup, implementation and
integration of customized software
applications for: VolP
o Design, setup, implementation and
integration of customized software
applications for: eCRM
Knowledge Base Development
o Knowledge base "use" training
o Knowledge base train-the-trainer training
o Knowledge base deployment and structure
design - professional and consumer portals
Reporting Design and Definition
o Standardized reporting tools query
definition
o Customized report design per Concierge
requirements
o Tracking database setup and design
Terms
o Additional consulting requirements or
changes to the initial design specifications
may incur additional setup costs. Additional
costs are subject to Concierge approval.
6.2.2. Monthly Management Services
▇▇▇▇▇▇▇.▇▇▇ charges a flat-rate monthly management fee
that includes domain expertise, system maintenance,
account management and administrative functions.
▇▇▇▇▇▇▇.▇▇▇ will assign a dedicated team of specialists to
oversee the on-going management of this program and manage
a team of specialists to handle client interactions.
Domain Expertise
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Concierge SLA Confidential Page 5 3/29/00
Exhibit 10.2
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Service Level Agreement (SLA)
Knowledge Base Management
o Automated e-mail response and content required for
Chat Content Push, Web IVR, VolP, and Personalized
E-mail response necessitates the development and
deployment of a knowledge base.
o Deploy the necessary technology to accommodate this
requirement.
o Dedicate expert users to develop this knowledge
base. These specialists will work with Concierge
and ▇▇▇▇▇▇▇.▇▇▇ to maximize the rate of development
of the knowledge base.
o The objective of the specialists will be to
maximize the percentage of customer contacts
handled by the auto-response engine and to maximize
the productivity of the chat sessions through push
content availability and development.
Relationship Management
o Single point of relationship responsibility within
▇▇▇▇▇▇▇.▇▇▇, experienced customer contact
management knowledge, coordination of all
▇▇▇▇▇▇▇.▇▇▇ operational functions including -
technical, finance and consulting - with Concierge
operations management.
Data Reporting/Mining Analysis
o ▇▇▇▇▇▇▇.▇▇▇'s mission provides for value-added
services to be an integral component of our service
offering.
o Our systems will be designed with data mining
capabilities as well as advanced reporting
functions.
o In addition, our system will be flexible enough to
handle ad hoc reporting requirements that will
allow tailored reporting to meet outside-of-the-box
requirements.
o ▇▇▇▇▇▇▇.▇▇▇ has anticipated providing the following
three value added services, more will be added when
the discovery meeting is complete:
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Concierge SLA Confidential Page 6 3/29/00
Exhibit 10.2
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Service Level Agreement (SLA)
o Staffing recommendations based on patterned
historical information analysis
o Retention recommendations
o Stimulation recommendations
Administrative Functions
o Reporting functions, facilities management and
development of the knowledge base, data mining to
drive knowledge base development, train-the-trainer
sessions, bandwidth analysis, and ongoing
consulting for maintenance and modifications to the
systems.
System Maintenance
o On-going development of the Concierge's system,
security management, firewall management, dedicated
system engineers, server & server farm maintenance
and management, on-site and off-site development
work (plus disbursements).
6.2.3. Channel Services
Self-Help
o The processing and handling of inbound self- help
requests designed to provide companies with fast,
accurate and personalized responses to customer
questions.
o Our extensible eCRM system, which works in
conjunction with the self-help processing, allows
for the capture of additional customer information
to gain valuable insight for enhanced customer
retention.
Email
o The processing and handling of inbound email
requests designed to provide companies with fast,
accurate and personalized responses to customer
questions.
o We build in automation and artificial intelligence
components to accommodate large volumes of web- and
e-mail-based inquiries.
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Concierge SLA Confidential Page 7 3/29/00
Exhibit 10.2
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Service Level Agreement (SLA)
o Our extensible eCRM system, which works in
conjunction with the e-mail processing, allows for
the capture of additional customer information to
gain valuable insight for enhanced customer
retention.
Chat
o The processing and handling of inbound chat
requests designed to provide companies with fast,
accurate and personalized responses to customer
questions.
o We build in automation and routing components
to accommodate large volumes of web chat inquiries.
o Our extensible eCRM system, which works in
conjunction with the chat system, allows for the
capture of additional customer information to gain
valuable insight for enhanced customer retention.
Collaboration
o The processing and handling of inbound
collaboration requests designed to provide
companies with fast, accurate and personalized
responses to customer questions.
o We build in automation and routing components to
accommodate large volumes of collaboration
inquiries.
o Our extensible eCRM system, which works in
conjunction with the chat system, allows for the
capture of additional customer information to gain
valuable insight for enhanced customer retention.
VolP
o The processing and handling of inbound VolP
requests designed to provide companies with fast,
accurate and personalized responses to customer
questions.
o We build in automation and routing components to
accommodate large volumes of VolP inquiries.
o Our extensible eCRM system, which works in
conjunction with the VolP, allows for the
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Concierge SLA Confidential Page 8 3/29/00
Exhibit 10.2
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Service Level Agreement (SLA)
capture of additional customer information to gain
valuable insight for enhanced customer retention.
Live-Person Telephone Support
o The processing and handling of inbound telephone
requests designed to provide companies with fast,
accurate and personalized responses to customer
questions.
Overflow Voice Call Handling
o The processing and handling of overflow telephone
requests designed to provide companies with fast,
accurate and personalized responses to customer
questions.
o ▇▇▇▇▇▇▇.▇▇▇ provides dedicated staffing based on
pre-approved staffing schedules.
6.2.4. Monthly Software Usage Fees
For the hosted solution only. There is a monthly service
fee associated with the license to use the eCRM, email,
chat, and/or VolP software. This license fee is allocated
per enabled workstation. The enabling software is
proprietary and/or licensed software of ▇▇▇▇▇▇▇.▇▇▇.
6.2.5. Additional Services and Incidentals
Training
o We design and build a training program for the web
agents to understand and be efficient with the
technologies as well as with the content of the
client with which we are working.
o The training also includes training of supervisors
and managers of the system.
o Bandwidth requirements included out to the
Internet, not included between ▇▇▇▇▇▇▇.▇▇▇
facility and Concierge facility.
Disbursements
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Concierge SLA Confidential Page 9 3/29/00
Exhibit 10.2
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Service Level Agreement (SLA)
o Concierge upon mutual agreement and approval, will
reimburse ▇▇▇▇▇▇▇.▇▇▇ for all disbursements
associated with the account including airfare,
ground transportation, hotel accommodations
reasonable travel-related expenses and any other
reasonable expense that results from the management
of the account.
7. Warranties, Disclaimers and Miscellaneous
-----------------------------------------
7.1. Limited Service Warranty
▇▇▇▇▇▇▇.▇▇▇ warrants that it will use its commercially reasonable
efforts to minimize downtime, and that upon notification of excessive
downtime, ▇▇▇▇▇▇▇.▇▇▇ will provide only the following remedies to
Concierge.
7.2. Year 2000
This statement is provided as a "Year 2000 Readiness Disclosure" as
defined in the Year 2000 Information and Readiness Disclosure Act of
1998 (Public Law 105-271, 112 Stat. 2386), enacted on October 19, 1998.
As the Company is a recent start-up venture, we have not had to evaluate
existing Company equipment and processes for possible turn of the
century problems. Instead, we have evaluated the Year 2000 compliance of
each new purchase, lease, license or other "acquisition" of computer
hardware and software, business processes and pertinent non-computer
equipment and embedded processors and controllers at the time of
acquisition. The Company recognizes the importance of business
continuity into the new century and believes its Year 2000 program is
designed to achieve Year 2000 readiness at the Company.
It is still too early to measure our success, however, and we are
dependent to a significant extent on the Year 2000 fixes and assurances
of our vendors. In addition, unresolved Year 2000 problems of our
providers and customers could affect us. Nevertheless, while there are
uncertainties and unknowns inherent in the Year 2000 problem and we
cannot be responsible for Year 2000 failures outside of our control, we
feel confident that the steps we are taking are reasonable and
appropriate.
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Concierge SLA Confidential Page 10 3/29/00
Exhibit 10.2
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Service Level Agreement (SLA)
7.3. No Other Warranty
Services are provided on an "AS IS" basis, and Concierge's use of the
▇▇▇▇▇▇▇.▇▇▇ service is at its own risk. ▇▇▇▇▇▇▇.▇▇▇ does not make, and
hereby disclaims, any and all other express or implied warranties,
including, but not limited to, warranties of merchantability, fitness
for particular purpose, non-infringement and title, and any warranties
arising from a course of dealing, usage, or trade practice. ▇▇▇▇▇▇▇.▇▇▇
does not warrant that the service will be uninterrupted, error-free or
completely secure.
7.4. Indemnification
Concierge agrees to indemnify, defend and hold harmless ▇▇▇▇▇▇▇.▇▇▇ from
and against any and all suits and any costs and expenses, including
legal fees, which may be imposed on or suffered by Concierge as a result
of ▇▇▇▇▇▇▇.▇▇▇'s representation of Concierge or as a result of errors,
misstatements or omissions in any information furnished to ▇▇▇▇▇▇▇.▇▇▇
by Concierge, Concierge employees or agents regarding Concierge and
Concierge business activities.
7.5. Maximum Liability
▇▇▇▇▇▇▇.▇▇▇'s maximum aggregate liability to Concierge related to or in
connection with this Agreement will be limited to the total amount paid
by Concierge to ▇▇▇▇▇▇▇.▇▇▇ hereunder for the 3-month period prior to
the event or events giving rise to such liability.
7.6. Reliance on Disclaimers, Liability Limitations and Indemnification
Obligations
Concierge acknowledges that ▇▇▇▇▇▇▇.▇▇▇ has set its prices and entered
into this Agreement in reliance upon the limitations and exclusions of
liability, the disclaimers of warranties and damages and Concierge's
indemnity obligations set forth herein, and that the same form an
essential basis of the bargain between the parties. The parties agree
that the limitations and exclusions of liability and disclaimers
specified in this Agreement will survive and apply even if the Agreement
is found to have failed of their essential purpose.
7.7. Force Majeure
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Concierge SLA Confidential Page 11 3/29/00
Exhibit 10.2
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Service Level Agreement (SLA)
▇▇▇▇▇▇▇.▇▇▇ will not be liable for any failure under this Agreement, or
for credits, or reduction in charges due to any cause beyond its
reasonable control, including acts of war, acts of God, earthquake,
flood, embargo, riot, sabotage, labor shortage or dispute, governmental
act or failure of the Internet.
7.8. Marketing
Concierge agrees that ▇▇▇▇▇▇▇.▇▇▇ may refer to Concierge by trade name
and trademark, and may briefly describe Concierge's business, in
▇▇▇▇▇▇▇.▇▇▇ marketing materials and web site.
7.9. Confidentiality
Definition of "Confidential Information" For the purposes of this
Agreement, "Confidential Information" means any information disclosed by
either party to the other party, either directly or indirectly, in
writing, orally or by inspection of tangible objects or by the viewing
of product demonstrations (including without limitation documents,
prototypes and equipment), which is designated or described by the
disclosing party as "Confidential," "Proprietary" or some similar
designation. Information communicated orally shall be considered
Confidential Information if such information is designated at the time
of disclosure as confidential. Confidential information may also include
information disclosed to a disclosing party by third parties.
Confidential information shall not include any information which (i) is
publicly known and is generally available in the public domain through
no action or inaction of the receiving party; (ii) was already in the
possession of the receiving party at the time of disclosure by the
disclosing party as shown by the receiving party's files and records
immediately prior to the time of disclosure; (iii) is obtained by the
receiving party from an independent third party without a breach of such
third party's obligations of confidentiality; or (iv) is independently
developed by the receiving party without use of or reference to
materials provided by the disclosing party.
Non-use and Nondisclosure Each party agrees that it will not use any
Confidential Information of the other party for any purpose except for
the Authorized Purpose. Each party agrees that it will not disclose any
of the other party's Confidential Information to (i) any third parties
or (ii)
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Concierge SLA Confidential Page 12 3/29/00
Exhibit 10.2
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Service Level Agreement (SLA)
such party's own employees, except for those employees who are required
to have the information in connection with the Authorized Purpose.
Neither party shall reverse engineer, disassemble or decompile any
prototypes, software or other tangible objects which embody the other
party's Confidential Information and which are provided to the party
hereunder.
Maintenance of Confidentiality Each party agrees that it shall take
reasonable measures to protect the secrecy of and avoid the disclosure
and the unauthorized use of the other party's Confidential Information.
Without limiting the foregoing, each party shall take at least those
measures that it takes to protect its own most highly confidential
information and shall ensure that each of its employees who have access
to the other party's Confidential Information has signed a non-use and
nondisclosure Agreement in content similar to the provisions hereof,
prior to any disclosure of Confidential Information to such employees.
Neither party shall make any copies of the other party's Confidential
Information without the disclosing party's prior written consent. Each
party shall reproduce the other party's proprietary rights notices on
any such approved copies, in the same manner in which such notices were
set forth in or on the original. In the event that a receiving party is
required by law to disclose Confidential Information obtained from the
disclosing party, the receiving party shall give the disclosing party
prompt written notice of such requirement as soon as possible prior to
such disclosure and shall provide the disclosing party with assistance
in obtaining an order protecting the information from disclosure.
7.10. Notices
All notices shall be sent to the following addresses:
o If to ▇▇▇▇▇▇▇.▇▇▇:
▇▇▇▇▇▇▇.▇▇▇
c/o ▇▇▇ ▇▇▇, Comptroller
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇
▇▇▇▇▇
▇▇▇
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Concierge SLA Confidential Page 13 3/29/00
Exhibit 10.2
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Service Level Agreement (SLA)
o If to Concierge:
▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ #▇▇▇
▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
7.11. Miscellaneous
This Agreement shall bind and inure to the benefit of the parties hereto
and their successors and assigns. This Agreement shall be governed by
the laws of the State of California, without reference to conflict of
law principles. Each party agrees that any violation or threatened
violation of this Agreement may cause irreparable injury to the other
party, entitling the other party to seek injunctive relief in addition
to all legal remedies. Each party agrees to submit any and all disputes
regarding this Agreement, if not resolved between the parties, to
binding arbitration in accordance with the Commercial Rules of the
American Arbitration Association. The decision and any award resulting
from such arbitration shall be binding and final. This document contains
the entire Agreement between the parties with respect to the subject
matter hereof, and neither party shall have any obligation, express or
implied by law, with respect to trade secret or proprietary information
of the other party except as set forth herein. Any failure to enforce
any provision of this Agreement shall not constitute a waiver thereof or
of any other provision. This Agreement may not be amended, nor any
obligation waived, except by a writing signed by both parties hereto.
8. Signatures
----------
Agreed to on March 31, 2000, at Los Angeles, CA.
By:
▇▇▇▇▇▇▇.▇▇▇ Concierge
/s/ [signature illegible] /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
---------------------------------- -------------------------------------
Name Name
Controller President
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Title Title
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Concierge SLA Confidential Page 14 3/29/00
Exhibit 10.2
Page 14 of 14 Pages