T-MOBILE USA, INC. SERVICES AGREEMENT CALL CENTER SERVICES

 

By:

 

 

Name:

 

 

Title:

 

 

Date:

 

Services. The Services will consist of receiving inbound customer service calls from T-Mobile customers (“Inbound Calls”); handling such Inbound Calls according to Specifications, including, without limitation, placing outbound calls to address Customer Care matters relating to such Inbound Calls (“Outbound Calls” and, together with Inbound Calls, “Calls”); and addressing all other matters provided for in the Services Agreement, these Standard Terms, one or more applicable Statements of Work and other applicable Specifications (collectively, this “Agreement”). Provider shall maintain a dedicated program to perform the Services. By way of illustration, and not limitation, Provider’s customer-facing representatives dedicated to the T-Mobile LOBs (“Agents”) will handle only T-Mobile calls, Provider’s team supervisors (“Supervisors”) will support only T-Mobile-dedicated Agents, and Provider’s team managers (“Managers”) will support only T-Mobile-dedicated Supervisors to perform the Services.

Operation. Except as otherwise set forth expressly in an applicable Statement of Work, Provider shall provide the Services [*] hours per day, [*] days per year. All hours shall be defined in Pacific Time. Provider will not change or attempt to change the hours of operation for any T-Mobile LOB at any Site without prior written approval by a Director (or more senior executive) of T-Mobile. Provider shall not close or limit performance at any Site or reallocate any Provider employees to another physical location without first providing T-Mobile at least [*] days’ written notification thereof and a comprehensive written plan therefor that sets forth in detail how Provider will maintain the Services performed at such Site and will mitigate the impact of such change while preventing tangible and intangible costs to T-Mobile.

FTEs. Provider shall utilize Full-Time Equivalents (“FTEs”) in regard to scheduling, staffing, production and reporting. An FTE shall be defined as forty (40) hours of Services per week performed by an Agent, and an FTE is not equivalent to headcount. A headcount (“Headcount ”) is equivalent to a person.

Classification of FTEs. FTEs will be classified into the following categories with respect to each LOB:

Production FTEs, which are FTEs performed by Agents who, having graduated from New Hire Training and TCC (each defined below), currently provide Services productive to the applicable LOB (“Production”);

Training FTEs, which are FTEs performed by Agents in training and, as such, not yet eligible to engage in Production with respect to the applicable LOB;

T-Mobile Customer Connection (“TCC”) FTEs, which are FTEs performed by Agent who have completed New Hire Training but have not graduated from TCC, who provide Services productive to the applicable LOB for a material portion of each eight (8)-hour work day; and

LOA FTEs, which consist of Agents who cannot be classified into Production, Training or TCC with respect to the applicable LOB.

[*]-Month Forecast. T-Mobile shall deliver a [*]-month rolling forecast to Provider for each LOB (and, if applicable, each Site and skill), containing nonbinding forecasts of expected weekly call volume (“Volume”) for such period (each, a “[*]-Month Forecast”), on or before the fifteenth (15th) day of each calendar month during the Term (each, a “Month”).

Final Forecast. T-Mobile shall deliver to Provider an updated daily Volume and AHT forecast for each LOB (and, if applicable, each Site and skill) for each Month no later than [*] days prior to such Month (“Final Forecast”), which will vary no more than [*] percent ([*]%) in call volume each week from the [*]-Day forecast. If the Final Forecast for an LOB or Site is not delivered in a timely fashion with respect to a particular Month, then, unless otherwise agreed upon by the Parties, who shall act reasonably with respect thereto, the portion of the most recent [*]-Month Forecast applicable to such Month shall be deemed the Final Forecast for such Month for that particular LOB or Site.

[*] Forecasts. For informational purposes only—and not for purposes of any KPI calculations or other substantive matters hereunder—T-Mobile shall deliver to Provider a [*] forecast of expected Volume and AHT for each LOB.

Scheduling. Provider shall schedule an appropriate number of FTEs in half-hour intervals for each Month in accordance with the applicable Final Forecast. Within five (5) days of receiving a Final Forecast applicable to a given Month, Provider shall provide to T-Mobile a schedule of FTEs for such Month that details Provider’s FTEs for each half-hour period during such Month. Such schedule shall be accompanied by plans that illustrate Provider’s plans for meeting the KPIs in the Specifications applicable to such Month (each, a “KPI Plan”). Each KPI Plan shall include the number of required FTEs to meet the KPIs, the number of scheduled FTEs and the half-hourly service level objectives set forth in the Final Forecast, and all assumptions used by Provider to translate the Final Forecast into scheduled FTEs.

The Parties shall cooperate to manage intraday schedule adjustments to manage actual Volume, and shall mutually agree upon and participate in the preparation of other Volume forecasts as reasonably required to meet the objectives of this Agreement. Such forecasts may include, but are not limited to, yearly, quarterly, monthly, weekly, daily and interval forecasts.

Provider shall provide to T-Mobile a dedicated senior call management-planning specialist who will advise and assist T-Mobile regarding various matters related to the Services, including, without limitation, development of Volume forecasts for each LOB. Provider shall, upon T-Mobile’s reasonable request, replace such specialist with a specialist approved by T-Mobile.

For each Month, with respect to the applicable KPI Plan, Provider shall recruit, train and staff Agents to at least [*] percent ([*]%) of the required FTE and to handle [*] percent ([*]%) of required Volume. In the event that the Volume forecast in a Final Forecast for a given Month exceeds the Volume in the Final Forecast for the immediately preceding Month by [*] percent ([*]%) or more, Provider may add additional Agents to service such increase; provided, that Provider may only add additional Agents under this Section 5.3 with the prior written consent of T-Mobile, which consent shall not be unreasonably withheld.

In the event that the Production FTE count falls more than [*] percent ([*]%) below the FTE required to handle the Volume forecast for any Month in any [*]-Month Forecast, Provider shall recruit and hire Agents to back-fill such attrition. Provider shall commence training of such new hires within [*] days of Production FTE falling [*] percent ([*]%) below the forecasted required FTE.

Provider shall provide the forecasted required FTEs for the Term; provided, that Provider shall increase or decrease the number of FTEs upon T-Mobile’s written request given to Provider (a) at least [*] days in advance, if the requested increase or decrease is [*] percent ([*]%) or less; or (b) at least [*] days in advance, if the requested increase or decrease is greater than [*] percent ([*]%).

T-Mobile may reduce forecast Volume at any time by more than [*] percent ([*]%) if: (a) Provider is staffed at less than [*] percent ([*]%) of forecasted required FTE for such LOB; or (b) Adjusted Service Level for such LOB or skill is substandard

No [*]-Month Forecast, Final Forecast or other forecast provided for in this Agreement, or T-Mobile’s acknowledgment of FTE or any metric forecast in a KPI Plan or otherwise, shall in any way represent T-Mobile’s promise or commitment to provide any given volume or amount of anything to Provider.

Average Handle Time. “Average Handle Time,” or “AHT,” with respect to Calls handled by Provider in performing the Services with respect to a particular LOB or Site, means the sum of (a) with respect to Inbound Calls, (i) average talk time on such Calls; (ii) average hold time while on such Calls and (iii) average time spent on after-Call work relating to such Calls; and (b) with respect to Outbound Calls, (i) average dialing and connection time for such Calls; (ii) average hold time while on such Calls; (iii) average talk time while on such Calls; and (iv) average time spent on post-Call work relating to such Calls. Notwithstanding anything to the contrary in this Agreement, in no event will any components of AHT overlap (e.g., if an Agent is on hold while handling one Call, and simultaneously performing post-Call work for another, such handling may only be attributed to one Call at any given time for purposes of AHT calculations). Provider shall use commercially reasonable efforts to meet or exceed the AHT goal, which may vary by LOB and skill set, as provided in the Statement of Work. Such AHT goal may be revised from time to time by mutual written agreement of the Parties based upon historical trending, changing call components or other mutually agreed material change.

Ramp. “Ramp” means, with respect to any LOB or Site, any material FTE increase requested by T-Mobile or otherwise implemented by Provider in order to meet its obligations under this Agreement. “Ramp Plan” means a plan developed by Provider to implement a Ramp. Before implementing any Ramp Plan, Provider must submit a proposal of such Ramp Plan to T-Mobile for written approval by an Operations Senior Manager (or more senior corporate executive or manager) of T-Mobile. No Ramp Plan may be implemented without such approval. In the event of a new Ramp Plan for a given LOB, or a change to the General Customer Care LOB supported by Provider, the AHT monthly objectives for such LOB shall be adjusted in accordance with the procedure set forth in applicable Specifications.

Provider Training Obligation. Provider shall train all Agents in accordance with, and shall abide by all terms and conditions of, this Section 8 (“Training”).

Ratio of Trainers to Trainees. The ratio of fully-certified Trainers (as defined in Section 8.5.5 below) to trainees in Training will not exceed a classroom level of [*] or [*]; provided, that if two (2) Trainers are used, such number may be comprised of a Trainer with the support of a Supervisor or Coach who has been certified by a T-Mobile Master Trainer and completed certified Training.

Costs and Expenses of Training. All costs and expenses for New Hire Training (defined in Section 8.5 below), training materials for new Agents and any initial and program extension training or changes or modifications to the Training program or continuing education training that exceeds [*] hours per Agent per month will be borne by T-Mobile, subject to Section 8.4 below. Notwithstanding the foregoing sentence, if any Agent does not engage in full-time Production for a given T-Mobile LOB or Site at any time within [*] months of first performing Production for such LOB or Site, then Provider shall ensure such Agent completes all necessary training to effectively resume Production in such way that is not lesser than a recent training graduate. If Provider does not ensure the completion of such necessary training prior to the Agent returning to Production, Provider shall reimburse T-Mobile for all of T-Mobile’s costs of Training attributable to that Agent (such costs as determined by T-Mobile in its sole discretion). Provider shall pay to T-Mobile such costs or reflect the same as a service credit on an invoice to T-Mobile. Provider shall use online Training options in lieu of printed materials wherever reasonably available and shall reuse written materials where reasonably possible. Documented Training trackers must accompany all invoices for approval of Services Fees under this Agreement. Such trackers shall contain Agent name, Agent Training start date, Agent Training graduation date, Agent T-Mobile log-ins, attendance record and assessment and quality scores for each module; provided, that if any of the foregoing data elements may not be contained in trackers under applicable Law, then Provider shall (a) cite such applicable Law in writing to T-Mobile and (b) include in such trackers all such data elements as allowed by applicable Law. Provider shall track all continuing education classes via an auxiliary (AUX) or automatic call distributor (ACD) code and shall submit information regarding the same monthly with other reports required hereunder. Such information shall include each Agent’s name, the exact amount of time such Agent spent in each Training course, the name of each such Training course, and the total time in the month spent by such Agent in continuing education training. Provider shall deliver all appropriate Training within the timeframes provided in applicable Training curricula, subject to reasonable KPI considerations.

Additional Training; Attrition Training; Removed Personnel. Notwithstanding anything to the contrary in this Section 8, if Provider fails to meet any applicable KPIs, then, if T-Mobile determines that additional “skill set” Training may help Provider meet such KPIs, Provider shall perform such Training in accordance with this Section 8 and shall bear all costs and expenses thereof. All costs associated with Training necessitated by attrition or T-Mobile requests for removal of personnel pursuant to Section 1.9 of the Services Agreement, including, but not limited to, new trainers and any associated materials, shall be borne by Provider.

New Hire Training. No Agent will perform Production for any T-Mobile LOB who has not completed the T-Mobile New Hire Training Curriculum and graduated from TCC in accordance with this Section 8 (“New Hire Training”). [*]. T-Mobile may modify the T-Mobile New Hire Training Curriculum from time to time in its discretion in any and all respects, including, without limitation, with respect to content and hours required for completion; provided, however, that T-Mobile shall provide Provider with [*] days’ notice of any such changes, and provided further, that any changes that will materially impact Provider’s costs must be mutually agreed to by the Parties, who shall act reasonably in respect thereto. Any New Hire Training as a result of ramp or net growth must be approved in writing by a T-Mobile Senior Manager or more senior official. Provider will submit an approved baseline report. Such written approval must be attached to any and all invoices on which any New Hire Training is cited or listed as a basis for billing T-Mobile. T-Mobile will not be obligated to pay Provider for such billed amounts in the absence of such written approval.

Application IDs. Prior to Training completion, where applicable, T-Mobile shall deliver all applicable application IDs to Provider. Provider shall ensure that application IDs are not shared by Agents or disclosed outside of Provider. Provider shall promptly remove from the Services any Agent who shares or discloses application IDs in these manners (and shall provide a suitable replacement for the removed Agent and immediately notify T-Mobile of such removal).

Access to T-Mobile Training-related Materials. Provider shall report to T-Mobile Training staff any Provider employee who no longer contributes to Production who has had access to T-Mobile Training-related materials and websites, such as CCS printing. Such reporting shall not relieve Provider of its obligation to maintain the confidentiality of T-Mobile Confidential Information and to ensure that its employees, agents and permitted subcontractors remain bound to maintain such confidentiality after termination of employment, engagement or other relationship with Provider.

Attendance and Absenteeism. Provider shall only graduate a new hire Agent from New Hire Training to Production if such Agent has completed all required Training time and satisfied the requirements of this Section 8.5.3 and Section 8.5.4. If an Agent missed any Training classes or activities, such classes or activities (or an equivalent approved by T-Mobile) must be made up prior to such Agent’s graduation from New Hire Training or participation in Production. Provider shall provide to T-Mobile on a monthly basis (a) written documentation of all missed New Hire Training classes and activities, and (b) reasonable proof that such classes, activities or approved substitutes were made up in accordance with this Section 8.5.3.

Assessments and Quality Scoring. Each new Agent must (a) pass all New Hire Training assessments at [*] percent ([*]%) or better; (b) score [*] or better in both the Courtesy and Concern components of Quality (as determined by Provider and/or T-Mobile observations and calibrated as outlined in Section 14.4.3 below), in order to graduate from New Hire Training and be eligible to perform Production. Provider shall ensure that no Agent who has not graduated from TCC in accordance with the requirements set forth in this Section shall take any non-TCC Production calls for T-Mobile until such time that such requirements are satisfied.

Certification of Trainers and Facilitators. Training curriculum shall be facilitated by individuals certified by either T-Mobile Learning and Development specialists or Provider’s own Certified Training Manager (“Trainers”). Provider shall provide, and shall bear all costs and expenses of, certification training for all prospective Trainers. Provider shall use a certification course that is satisfactory to T-Mobile and, if Provider does not or cannot maintain such a certification course, Provider shall use the certification curriculum provided by T-Mobile as the same may be updated from time to time. Provider shall ensure that only certified persons conduct New Hire Training

Training Standards. Provider shall ensure that all Training Managers and Training Quality Managers utilize T-Mobile’s Training Manager Toolkit (or Provider’s comparable documentation as pre-approved by T-Mobile) to manage, observe, assess and monitor Trainer performance. Provider shall, upon T-Mobile’s request, provide assessment and monitoring information gathered from the Training Manager Toolkit to T-Mobile.

Streamline Read Time. Provider shall schedule time for each Agent to read Streamline (“Streamline Read Time”) prior to each Agent shift in the amount of [*] minutes per day and no more than [*] minutes per Agent per week. Provider shall measure Streamline Read Time via ACD or AUX code or skill set and shall report the same to T-Mobile no less frequently than [*]. Provider shall attain, and demonstrate through reporting, [*] percent ([*]%) or greater aggregate Agent utilization of Streamline Read Time.

Escalation Procedures. Provider shall utilize T-Mobile-provided escalation policies and procedures to handle Calls beyond a given Agent’s scope of training or where management support of a T-Mobile customer issue is necessary or appropriate. Unless expressly provided to the contrary in such T-Mobile-provided policies and procedures, Provider shall ensure that each Call that cannot be handled effectively by an Agent is handled by the Supervisor and up to the Manager before being transferred to T-Mobile for resolution. If a customer requires management support, Provider shall cause its Agents to transfer the call to a Manager, who will attempt to resolve the issue before transferring the Call to T-Mobile. If T-Mobile updates its escalation policies or procedures, it will provide such policies or procedures to Provider, and if applicable, will update Streamline (or other applicable on-line resources T-Mobile makes available to Provider).

Telecommunications and Data. T-Mobile shall deliver Calls to, and shall deliver a data circuit to, a single Provider network point of entry at each applicable United States Site, or to a United States port of entry location if Site is located outside of the United States, or as otherwise mutually agreed upon by the Parties. Provider shall bear all costs of and related to procuring, supporting and otherwise routing Calls to other Sites or facilities. Provider shall provide (a) an outbound call circuit; (b) adequate and suitable space for T-Mobile equipment to be stored and/or operated on Provider’s premises; and (c) suitable call-recording functionality. Provider acknowledges and agrees that the data circuit provided by T-Mobile under this Section may be used by Provider only to support Call handling and other performance of Services under this Agreement.

Facilities. Provider shall provide (a) [a] cabinet[s] for all T-Mobile equipment as detailed in Exhibit E hereto and (b) the PBX communications switch[es] to deliver calls (such switch certified to function with Cisco ICM, workstations, local area network (LAN) infrastructure), high-speed Internet access and other Facilities equipped to run and utilize the most recent version of the T-Mobile customer care systems, described in Exhibit C hereto, deployed at the time of the implementation of the most recent Statement of Work hereunder. Provider is hereby granted a license for the term of this Agreement to use the software listed in Exhibit D hereto (the “Licensed Software”), in object code form only, for the sole purpose of performing its obligations under this Agreement. Provider will not copy, make derivative works of, make available to third parties, disclose, distribute or otherwise use the Licensed Software for any purpose other than as expressly provided under this Agreement. At each Site, Provider shall also provide the telecommunications switch (such switch capable of call processing), Universal Power Supply (UPS) and adequate electrical power, desktop computers that meet the specifications listed in Exhibit E hereto, office supplies, dedicated workspaces, appropriate call-recording technology and facilities and such other Facilities as reasonably required to effectively perform the Services. Without limiting the foregoing, T-Mobile shall be responsible for its own costs associated with wide area network (WAN) infrastructure. Provider will not make any material changes to any Facilities without providing at least thirty (30) days’ prior notice to T-Mobile.

Systems Use and Downtime. Information given to T-Mobile customers or collected by Agents shall be directly taken from and/or input into applicable T-Mobile Resources. Provider shall also record all Calls and shall keep such recorded Calls for no fewer than [*] days. Provider shall allow T-Mobile to access and copy such recorded Calls upon reasonable notice to Provider. In the event that Provider is unable to perform the Services due to a failure of Facilities or T-Mobile Resources (“Downtime”), Provider shall immediately notify T-Mobile and, as instructed by T-Mobile, capture Call information in Remedy or on Downtime forms provided by T-Mobile.

In the absence of applicable instructions from T-Mobile during Downtime, Provider shall require Agents to attempt to use Remedy and, if such is not possible, to capture Call information on Downtime forms. If Agents use Downtime forms, Provider shall input information from these Downtime forms into applicable T-Mobile Resources within [*] hours of cessation of Downtime; provided, that if Volume does not reasonably allow for this timeframe to be met, then Provider will have an additional [*] hours to enter all such information into applicable T-Mobile Resources. Provider shall destroy (by shredding or burning) all Downtime forms containing Personal Information or, at T-Mobile’s option, provided to T-Mobile, immediately after the information from a given Downtime form is entered into applicable T-Mobile Resources. Provider shall assign a special ACD tracking code to indicate when specified Agents enter Downtime form information into applicable T-Mobile Resources. Provider shall provide Downtime productivity reports to T-Mobile displaying time in code and number of Downtime forms processed. T-Mobile agrees to pay Provider the Specified Labor Rate (contingent upon Provider meeting the agreed-upon hourly rate of entry of Downtime forms) as provided in Schedule 1 hereto (the “Pricing Schedule”) for processing Downtime forms, so long as such Downtime has, as its sole cause, the failure of T-Mobile Resources and could not have reasonably been avoided by Provider).

If Volume on a given day will exceed that forecast in the Final Forecast by more than [*] percent ([*]%), Provider shall so notify T-Mobile and shall recruit trained Agents to handle such excess Volume (“Overtime”). If Volume exceeds that forecast in the Final Forecast by [*] percent ([*]%) or less, Provider shall recruit Agents to cover such excess and Provider shall be responsible for any expenses related thereto. Provider shall obtain prior written approval from T-Mobile for any other purported overtime that Provider believes may be required or incurred for the performance of the Services. T-Mobile will not compensate Provider for, and Provider will not invoice T-Mobile for, any Overtime unless such Overtime is approved in writing by T-Mobile in advance. T-Mobile agrees to pay Provider the Overtime rate set forth in the Pricing Schedule for all Volume handled in excess of [*] percent ([*]%) of that set forth in the Final Forecast, where such Overtime has been pre-approved in writing by T-Mobile.

Provider shall employ the recruiting process for Overtime as soon as the circumstance causing the Volume variance is identified. If Provider identifies such circumstance at least [*] weeks before its expected occurrence, Provider shall use all reasonable efforts to minimize the financial impact of Overtime by modifying schedules to support the required staffing. Provider shall also recruit Agents to work overtime on a day-to-day basis when the intra-day Volume dictates additional staffing needs to maintain KPI goals.

Overtime for the purposes of invoice payment at Overtime rates will be calculated by interval using the following formula: interval handled Volume in excess of [*] percent ([*]%) of the forecast volume multiplied by the lesser of interval AHT and [*] percent ([*]%) of the KPI AHT, such sum divided by [*]. These are the billable overtime minutes where T-Mobile has solicited overtime.

KPIs. The KPIs will be as follows for all LOBs at all Sites, unless explicitly specified to the contrary in an applicable Statement of Work. KPI performance will be used for adjustments to bonuses and/or penalties in accordance with the Pricing Schedule.

Average Handle Time (AHT). AHT shall be calculated as defined in Section 6 above, subject to adjustment during Ramp as set forth in Section 7 above. The AHT goal may, upon written agreement of the Parties, be adjusted based upon material changes to Call type and/or length.

Service Level. Activations Inbound Calls: [*] percent ([*]%) of Inbound Calls to the Activations and Consumer Credit LOB’s shall be answered by Provider within [*] seconds. For all other LOBs, [*] percent ([*]%) of Inbound Calls offered in a Month shall be answered by Provider within [*] seconds.

Call Volume. Provider shall answer the Volume provided in the applicable Final Forecasts. Handled Volume that exceeds the applicable Final Forecast by [*] percent ([*]%) for any half-hour interval, where Service Level KPIs are not met, will not be included in the Service Level KPI calculation for the applicable Month.

Call Quality. Call Quality (“Quality”) will be measured as set forth in this Section 14.4.

For the purposes of ensuring Call quality, Provider and T-Mobile shall measure Agents’ Quality for all Agents handling calls, regardless of tenure or other factors, using the following types of observations:

T-Mobile observation;

Provider operations observation (minimum [*] per Agent/month);

Provider quality observation (minimum [*] per Agent/month)

The Quality KPI will be calculated based solely upon T-Mobile call quality scores. Provider operations and quality observations, while required, are collected for the purpose of providing immediate and monthly feedback to Agents and Provider management.

For the purposes of billing, the scores for all of these observations will be amalgamated and a weighted average monthly score will be calculated. The Parties shall calibrate the assessments of Service Partner operations and Service Partner quality observations to within [*] of the T-Mobile weighted Quality score per Month. If either the Service Partner operations or the Service Partner quality observation is not calibrated as set forth above, the non-calibrated by-group will not be included in the billable quality score for the month.

Provider shall cause all of its management, from Coach up to Site Director, including, but not limited to, training leadership, Quality Managers, and QA Specialists to attend at least [*] National Calibrations for their respective LOBs per month. T-Mobile shall notify and keep Provider informed as to the number of calibration sessions required for each LOB, such number not to exceed [*] per LOB per week.

Provider shall use the Quality observation form(s) provided by T-Mobile, as T-Mobile may update the same from time to time. Provider shall use the data it obtains under this Section 14.4 to provide both immediate and monthly feedback to Agents, Managers, Supervisors and Provider management. Provider shall use its best efforts to provide each Agent with feedback and coaching within [*] hours of being monitored by T-Mobile, the Provider quality team or Provider operations. Provider shall keep written documentation of each feedback and coaching session. Provider shall ensure that such documentation is signed by the Agent and shall make all such documentation available to T-Mobile for review upon request. The Quality scoring criteria used by Provider shall match that used by T-Mobile. Call monitoring feedback sessions will be held between the Agent and the Agent’s direct supervisor and Provider’s Quality Team. Any monitored Calls containing an Agent’s use of profanity or customer abuse (as determined by T-Mobile) will result in immediate and permanent removal of such Agent from all T-Mobile LOBs.

Rotating Quality Driver. The Rotating Quality Driver KPI is the percentage of T-Mobile Quality monitorings in which the selected Quality Driver was achieved. The Rotating Quality Driver will be selected [*] by T-Mobile and delivered in writing to Provider no less than [*] days prior to effective date. The Rotating Quality Drivers and Attributes include, but not limited to, the following:

Courtesy: Demonstrated respect and showing politeness for others.

Concern: Showing concern for customer’s issue.

Timely Resolution: Process of resolving Calls efficiently

Knowledge: Understanding gained by experience

One Call Resolution (OCR). One Call Resolution performance is the percentage of T-Mobile Quality monitorings where a solution has been provided to a problem, a requested action has been taken, and/or a question has been correctly answered in regard to the customer’s stated reason for calling and any additional needs identified during the course of the call. OCR is measured via the one-call resolution driver as a component of the overall Quality score.

Critical Business Policies Compliance (CBPC). Critical Business Policies Compliance is the percentage of T-Mobile Quality monitored calls in which all Critical Business Policies were complied with. Critical Business Policies will be communicated to Provider from time to time in writing and include, without limitation, the following:

Adjustment Index Compliance %

Courtesy Credit Compliance %

Account Verification Compliance %

Address Change Compliance %

Contracts and Service Agreements Compliance %

Customer Confidentiality Compliance %

Memos Compliance %

Recording Calls Compliance %

Equipment Protection Program Compliance %

Handset Exchange Program Equipment Ordered Compliance %

Handset Exchange Program Delivery Expectations Compliance %

Handset Exchange Program Failure Reason Detail Compliance %

Handset Exchange Program Warranty Information Compliance %

Service Request Issue Description Detail Compliance %

Service Request Resolution Expectations Compliance %

Trouble Ticket Issue Description Detail Compliance %

Trouble Ticket Resolution Expectations Compliance %

Reports. Provider shall provide T-Mobile with standard Call count reports and performance reports on a [*] basis by [*] for the previous [*],[*] by Monday [*] for the previous [*], and [*] by the [*] for the previous [*]. Each report shall be in the format and contain all information required by this Agreement and otherwise requested by T-Mobile. In addition, Provider shall provide reports to T-Mobile reflecting measurements of all KPIs and other metrics described in this Section 15 within [*] days of each Month end. All reporting fed by data from the switch, any scheduling systems used to provide the Services, or by any other Facilities is not subject to non-standard report development costs. Provider shall include payroll reports with any reports regarding LOBs for which any amount is billed on an hourly basis, and such payroll reports must substantiate that billable hours do not exceed actual hours worked. T-Mobile and Provider shall mutually agree upon any other reports and the allocation of costs associated with development and provision of those reports. T-Mobile may request changes to the format of any reports to be provided under this Agreement; provided, that if T-Mobile requests material changes to the format of any reports provided for in this Section 15, Provider shall prepare a reasonable estimate of the expected costs related to such format change, based upon the Specified Labor Rate outlined in the Pricing Schedule, and shall not implement such format change without the prior written approval of T-Mobile. T-Mobile agrees to compensate Provider for its costs related to such format change; provided, that such costs will in no event exceed those approved in advance by T-Mobile in writing.

Monitoring. T-Mobile will have the right (but not the obligation), to the extent permitted by applicable Law and at no additional expense, to monitor at any time (either on-site or remotely) Calls and/or specific Agents to ensure compliance with KPIs and other applicable performance, operational and quality control standards. Provider shall provide T-Mobile with a secured remote monitoring solution and sufficient licenses to monitor no less than [*] calls per Agent per [*]. T-Mobile does not guarantee, however, that any Agent will be monitored more or less often than on [*] calls per [*], nor that any given Agent will be monitored at all. Any remote monitoring solution used by Provider to meet its obligations under this Section 16 shall meet such requirements (as to vendor, product, service, program or other factors) as T-Mobile may identify in writing before the Effective Date. Specific matters related to the implementation of the primary remote monitoring solution will be negotiated and mutually agreed upon by the Parties. In addition to the required primary monitoring tool, Provider must provide a toll-free dialup that allows T-Mobile to both monitor random calls as they come into the queue and to monitor specific agents, located by extension. Provider shall provide T-Mobile with security codes for such dialup access that allow T-Mobile to remotely monitor each individual specified by T-Mobile, and shall ensure that any such dialup access uses commercially reasonable security measures to prevent unauthorized access to, and use and disclosure of, the data stored in or retrievable by the remote monitoring solution. Provider shall use best efforts to ensure that access to both the primary and the toll-free dialup monitoring options have full connectivity within [*] days of the launch of a new Site or LOB. Provider shall use best efforts to ensure such access, and to the extent that lack of access is within the scope of control of Provider, for each [*] period in excess of such [*] period, Provider will pay to T-Mobile an amount equal to [*] percent ([*] %) of the Services Fees for one Month. Provider shall reflect such amount on the corresponding Month’s invoice or on a standalone credit memo corresponding to the date of the invoice. The rights and remedies of T-Mobile under this Section are in addition to, and not in lieu of, any other right or remedy afforded to T-Mobile under any other provision of this Agreement, by law or otherwise.

Holidays. Provider shall observe the following holiday schedule for each Site, based upon which country a given Site resides in. T-Mobile agrees to compensate Provider for holiday rates as identified in the attached Pricing Schedule when applicable to a Site, and in the method and using the criteria set forth in Section 23.2.2. Holiday rates apply to the actual holiday only. T-Mobile reserves the right to forecast and deliver [*] volume for any of the below holidays from time to time, and to not compensate Provider for any Services performed on such holidays, if T-Mobile designates the queue to be closed on that day. However, should T-Mobile forecast volume for a holiday as set forth in Section 4.2, then T-Mobile will be obligated to pay Provider for such holiday, in the method and using the criteria set forth in Section 23.2.2.

Canadian Holidays

Neither Provider nor any person or entity acting on Provider’s behalf will perform maintenance that could reasonably be expected to materially affect performance of the Services (“Maintenance”) except as set forth in this Section 18.1. In no event will interruption of Services for system maintenance constitute a failure of performance by Provider if Provider is in compliance with this Section 18. In the event Provider determines that any Maintenance is necessary, Provider shall notify T-Mobile of such necessity no later than [*] days before the date and time, if any, on which Provider proposes that such Maintenance be performed, and will commence such maintenance only on date(s) and time(s) for which T-Mobile has provided written approval. Provider shall ensure that all routine Maintenance takes place during off-peak or off-system hours.

Provider shall immediately report to T-Mobile any failures, disruptions or material deprecation in performance of any Facilities. Further, within [*] hours after learning of such failure, disruption or deprecation, Provider shall provide T-Mobile with a root cause analysis of, and the duration of, such failure, disruption or deprecation and its impact upon the performance of the Services. Such root cause analysis shall also contain plans for forward-looking mitigation of future occurrences of the same nature.

Notwithstanding anything in these Standard Terms to the contrary, and without limiting Provider’s obligations in the Services Agreement, Provider shall ensure that the Services shall continue without interruption due to a Facilities failure by implementing security features and disaster recovery plans necessary to provide the Services with an up-time of [*] percent ([*]%) (not including scheduled Maintenance), which shall include appropriate redundant equipment, software and systems, alternate means of call routing, backup call allocation, backup generator power and other appropriate Facilities. For up-times between [*] percent ([*]%) and [*] percent ([*]%), Provider will incur a penalty of [*] percent ([*]%) of the Service Fees applicable to such Month. For up-times below [*] percent ([*]%), Provider will incur a penalty of [*] percent ([*]%) of the Service Fees applicable to such Month. Provider shall reflect such penalty on the corresponding Month’s invoice or on a standalone credit memo corresponding to the date of the invoice. Provider shall review the components and execution of the features and plans required by this Section 18.3 on a quarterly basis, update the same as necessary, and provide the results of such review to T-Mobile promptly thereafter.

Where Provider is unable to perform the Services due to a failure of Facilities or T-Mobile Resources (“Downtime”), and such Downtime is due to a material failure of the T-Mobile Resources of which Provider had less than [*] hours advance notice from T-Mobile, then, assuming Provider is not in breach or default of any obligation under this Agreement, T-Mobile agrees to pay Service Fees for such Downtime based upon multiplying the forecasted volume for such intervals by the base rate set forth in the Rate Chart set forth in Section A of Schedule 1 to Standard Terms — Pricing, and dividing by [*]. Where actual AHT is unavailable due to zero (0) volume, the lesser of [*] percent ([*]%) of the KPI AHT and the actual AHT from the same interval and same day for the previous week will be substituted.

Where Downtime is a result of failure of any Facilities that is not a force majeure event under Section 13.5 of the Services Agreement, and Provider is unable to accept the Volume T-Mobile is otherwise prepared to provide, then, for the purpose of determining KPI penalties, Provider shall use the Volume forecast in the applicable Final Forecast to determine KPI performance for the applicable time interval(s).

Allocation of Resources. T-Mobile acknowledges that upon the occurrence of a force majeure event or in instances of unforeseeable and unusually high demand, demands on the Facilities may exceed such Facilities’ capacity. In any such instance, Provider may, upon written notice to T-Mobile, equitably prioritize Services and otherwise curtail utilization of the Facilities in a manner so that any degradation to the Services provided to T-Mobile is no greater than the level of degradation experienced by any other customer of Provider. In the event of any such prioritization or curtailment, T-Mobile will in no event pay Provider Service Fees for affected intervals based upon any Volume greater than that actually handled by Provider during such intervals. Upon the request of T-Mobile, Provider shall provide T-Mobile with reasonable evidence of its compliance with this Section 19.

Generally. Provider recruiting of Agents shall meet or exceed applicable recruitment, selection, hiring and training requirements as set forth in this Section 20 and in applicable T-Mobile policies that T-Mobile may provide to Provider from time to time.

Recruiting Requirements. Provider recruiting efforts will include, without limitation, the following:

A mutually approved customer service assessment, which will include the ability to read, write, and communicate fluently in the English language, in addition to the ability to read, write, and communicate fluently in the Spanish language for any Spanish language LOB, as well as to type at least [*] words per minute;

Verification that Agents, Managers, Supervisors, Trainers and any other Provider employees providing Services to T-Mobile under this Agreement have obtained a high school diploma, GED or equivalent;

A behavioral interview; and

Background checks, which shall include criminal records, are required and shall be completed according to T-Mobile’s Background Checks policy then in effect before employment of any Agent. In addition, periodic individual employee background checks may be requested by T-Mobile. Without limiting the generality of the foregoing, all background checks shall include, at minimum, all counties of employment and residence for the last [*] years for the prospective employee, as well as state and federal records. No prospective or current employee who has been convicted of a non-pardoned felony (or equivalent charge), a gross misdemeanor, or a breach of trust or act of dishonesty that is related to the job duties performed, shall be involved in the provision of Services to T-Mobile. Costs incurred for background checks shall be Provider’s responsibility.

Audit Right. Without limiting T-Mobile’s other audit rights, T-Mobile reserves the right to audit Provider’s compliance with this Section 20. Provider shall make available and provide to T-Mobile all records pertaining to its compliance with this Section 20, and to promptly correct any deficiencies discovered by T-Mobile during any audit of Provider’s compliance therewith.

Staffing Requirements. Provider shall maintain staffing ratios no higher than the following: production Agents to Coach/Supervisor at [*]; Agent to Trainer at [*]: and Agent to Quality Team specialist at [*]. All coaches/supervisors, managers, and supporting staff shall be full-time Provider employees. Subject to Section 21.1below, Provider shall ensure that each person assigned to any function has the necessary functional and T-Mobile-related training to successfully perform such function. Provider shall provide specific information regarding all Agents and other persons involved in provision of the Services to T-Mobile that is as extensive as allowable under Law. Such information shall include, Agent name, Agent ID, start date on T-Mobile LOB, assessment scores by module, termination date from T-Mobile LOB, quality average, and other KPI measures as requested by T-Mobile.

All support functions for a Site, such as Provider quality and trainers must be housed within such Site unless otherwise agreed to in writing by T-Mobile. No function will be performed by an individual assigned to that function without such individual having attained the necessary skills through completion of a certification of skills program. Provider also shall ensure that all Coaches, Supervisors and Trainers (including any and all other Provider employees in a lead role, teaching and/or mentoring capability) maintain their T-Mobile-related skills through a yearly certification process. All certification costs after the first year’s certification by T-Mobile shall be borne by Provider. In support of this process, Provider shall ensure the following:

Coaches, Supervisors, and Trainers (including any and all other Provider employees in a lead role, teaching and/or mentoring capacity) shall each support customer calls on-line each week for at least [*] hours per month to maintain their skills. The remainder of their time will be used to support Agent development, and to otherwise assist Provider employees to perform the Services.

In the event that Provider maintains an overall minimum [*] Call Quality score under the terms set forth in 14.4 of the Standard Terms for a consecutive period of no less than [*] months, this requirement will reduce to [*] hours per month.

In the event that Provider Call Quality scores deteriorate below 3.1 for a period of longer than [*], this requirement will revert to at least [*] hours per month until such time as Call Quality performance again meets the criteria set forth in 21.1.1.1 of the Standard Terms.

Quality Assurance specialists will support customer calls on-line each month for at least [*] hours per month to maintain their skills.

Managers and Trainers will be full-time employees of Provider who have completed T-Mobile National Standard Curriculum Training.

Supervisors will monitor a minimum of [*] customer calls per Agent per week.

Policies and Reporting. Provider shall implement and enforce its own policies and procedures, and shall implement T-Mobile policies and procedures, to detect and prevent handset or credit card theft or other fraudulent activity by an employee, Agent or other person acting under the control or direction of Provider (“Fraud”).

In the event of conflict between policies and procedures of T-Mobile and Provider regarding Fraud, T-Mobile’s policies and procedures shall govern. If any Agent or any other employee or other person acting under the control or direction of Provider is suspected of committing handset or credit card theft or other Fraud activity that actually or potentially affects T-Mobile or its customers, Provider shall promptly, but in no event later than [*] hours of becoming aware of such activity, notify T-Mobile of any suspected Fraud activity. Within no less than [*] hours of any request by T-Mobile, Provider shall provide T-Mobile with information necessary to conduct an investigation, including, but not limited to, the employee name, address, contact information, Social Security number, emergency contact address, phone numbers and any other information that may assist in investigation of the suspected fraudulent activity.

Restitution. Provider will be solely and exclusively responsible for losses incurred by T-Mobile or its customers that arise out of or relate to Fraud, and shall make restitution to T-Mobile for such losses. Unless otherwise agreed to in writing by T-Mobile’s Business Manager (or more senior official of T-Mobile), any such restitution (a) is due in full within [*] days of discovery of the Fraud that is the subject of such restitution; and (b) shall be resolved by, at T-Mobile’s option, (i) a cash payment to T-Mobile; (ii) a line item credit on the applicable invoice(s) or (iii) issuance of a stand-alone credit memo delivered in conjunction with applicable invoice(s). T-Mobile reserves the right to prosecute any employee, Agent or other person acting under the control or direction of Provider that commits Fraud against T-Mobile or a customer of T-Mobile.

The Service Fees will, for a given LOB and/or Site, consist of Billable Minutes (defined in Section 23.2 below) multiplied by the applicable rate(s) set forth in the Pricing Schedule, as modified by any penalties, bonuses or other adjustments in accordance with the procedure outlined therein and otherwise in accordance with this Agreement. In the event that Agents can be cross-utilized (and are sufficiently cross-trained) across LOB’s in a fashion pre-approved by T-Mobile in an effort to keep them productive, as well as to meet and maintain Service Level, such scenario shall be applied to the determination of Billable Minutes as set forth in 23.2 of the Standard Terms.

“Billable Minutes,” for purposes of this Statement of Work, will have one of the following meanings:

If, with respect to a given LOB, (a) Provider is staffed at no less than [*] percent ([*]%) of forecasted required weekly FTE for such LOB, and (b) Provider is meeting the Service Level KPI at set forth in 14.2 of the Standard Terms, and modified by 14.3 of the Standard Terms, Billable Minutes means the correlating rate in column “Reg” as compared to the percentage of volume offered against Forecast as set forth in column “% Offered to Forecast” in the Rate Chart set forth in Section A Schedule 1 to Standard Terms — Pricing.

With respect to the holidays defined in 17 of the Standard Terms, if, with respect to a given LOB, (a) Provider is staffed at no less than [*] percent ([*]%) of forecasted required weekly FTE for such LOB, and (b) Provider is meeting the Service Level KPI at set forth in 14.2 of the Standard Terms, and modified by 14.3 of the Standard Terms, Billable Minutes means the correlating rate in column “Hol/OT ([*]%)” as compared to the percentage of volume offered against Forecast as set forth in column “% Offered to Forecast” in the Rate Chart set forth in Section A Schedule 1 to Standard Terms — Pricing. Such shall be specific to the day of the holiday, irrespective of meeting the requirements in 23.2.1.

Pay for Performance. KPI performance will result in bonuses and/or penalties for Provider as set forth in the Pay for Performance workbook in Schedule 1 to the Standard Terms. The Pay for Performance workbook will be applicable (a) in the sixth (6^th) month of Call handling through the life of the Agreement for a new Site; and (b) in the third (3^rd) month of Call handling through the life of the Agreement for a new LOB.

Forecast Adjustments. Notwithstanding anything to the contrary in this Agreement, (a) in the event that T-Mobile terminates this Agreement or the Services to be performed at any Site and/or for any LOB, the applicable Final Forecast(s) will automatically be amended to provide for zero (0) volume from and after the effectiveness of such termination; and (b) in the event that T-Mobile notifies Provider of any termination of this Agreement or the Services to be performed at any Site or for any LOB, T-Mobile may amend any and all existing Final Forecast(s) applicable to all dates subsequent to such notice.

During Downtime caused by a failure of T-Mobile Resources, then, if Provider is staffed at no less than [*] percent ([*]%) of forecasted required FTE at such Site and/or for such LOB, Billable Minutes means multiplying the forecasted volume for such intervals by the base rate set forth in the Rate Chart set forth in Section A of Schedule 1 to Standard Terms — Pricing, and dividing by [*]. Where actual AHT is unavailable due to zero (0) volume caused by such Downtime, the lesser of [*] percent ([*]%) of the KPI AHT and the actual AHT from the same interval and same day the previous week will be substituted.

In the event of any Downtime caused by anything other than a force majeure event under Section 13.5 of the Services Agreement, or a failure of T-Mobile Resources, and if Provider cannot or does not accept the Volume T-Mobile is otherwise prepared to provide, then, for the purposes of determining KPI penalties, Provider shall use the forecasted volume in the applicable Final Forecast to determine service levels for such Downtime period.

T-Mobile agrees to pay to Provider an hourly rate as listed in the Pricing Schedule for the actual minutes of processing Downtime forms in accordance with Section 13 above.

Costs and Expenses. Unless explicitly provided to the contrary in these Standard Terms, Provider shall be responsible for all costs and expenses related to recruitment, training and staffing of Agents, specialists and other personnel required to provide the Services on the terms and conditions of this Agreement, including, without limitation, wages, benefits and tax withholding, and all costs related thereto). In no event will Provider ▇▇▇▇ T-Mobile for any such costs or expenses.

Overtime. Overtime will not be billed unless T-Mobile has provided written approval of such overtime. Overtime will be calculated one of two ways:

Overtime for excess volume handling. Excess volume handling overtime will be calculated by interval using the following formula: interval handled Volume in excess of [*] percent ([*]%) multiplied by the lesser of [*] percent ([*]%) of the KPI AHT and interval AHT, such sum divided by [*].

Overtime for redundancy mitigation. From time to time, T-Mobile may request overtime Services to help mitigate the inability of another site (whether internal to T-Mobile or another Provider) to take volume. Where excess call volume does not materialize, T-Mobile may agree to pay for the staffed overtime (not to exceed authorized hours set forth in T-Mobile’s written approval). Approved overtime hours for redundancy mitigation will be billed at the Overtime Price Per Hour as set forth in Section A of Schedule 1 to the Standard Terms.

Service Levels / Breach of Service Levels. Provider shall meet or exceed all KPIs set forth in Specifications for each Site and LOB. Performance that does not meet all KPIs in Specifications will result in decreases to the Service Fees and such other consequences as set forth in the Services Agreement and other applicable Specifications; and performance above the KPIs may result in increases to the overall price per minute as expressly set forth in applicable Specifications; provided, however, that such consequences shall not apply to performance with respect to (a) any LOB during the first [*] months of Production at such LOB; or (b) during the first [*] days of Production for any LOB which, immediately prior to such [*] day period, was a different T-Mobile LOB. Without limiting T-Mobile’s other remedies as provided in this Agreement, in the event that Provider does not meet all KPIs for [*] consecutive days in which Services are performed, such failure to meet KPIs will constitute a breach of this Agreement with respect to that Site and LOB. In such event, Provider shall prepare a plan to cure such breach. Such plan shall be subject to T-Mobile’s written approval, which will not be unreasonably withheld. Provider shall cure such breach within [*] business days from the first day in which Provider was in breach as described in this Section 24. If Provider fails to cure such breach within such [*]-business day period, T-Mobile shall have the right to terminate this Agreement with respect to all Sites and LOBs affected by such breach.