EXHIBIT 10.6
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN REDACTED PROVISIONS OF
THIS AGREEMENT. THE REDACTED PROVISIONS ARE IDENTIFIED BY THREE ASTERISKS
ENCLOSED BY BRACKETS AND UNDERLINED. THE CONFIDENTIAL PORTION HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
SOFTBANK
MASTER SERVICE AGREEMENT
================================================================================
CONFIDENTIAL
================================================================================
This Master Service Agreement is made this 1st day of October, 1998, between
BuyComp, L.L.C., a California Corporation, with offices located at ▇▇ ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter referred to as "CLIENT") and Upgrade
Corporation of America d/b/a SOFTBANK Services Group, a Delaware Corporation,
with offices located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
(hereinafter referred to as "SOFTBANK").
Recitals
WHEREAS, CLIENT has developed and owns or acquired all rights to a list of
the registered or prospective users of its products; and
WHEREAS, CLIENT intends to market and sell its product or services to its
registered or prospective user base; and supporting such a user base; and
WHEREAS, SOFTBANK has certain experience and capabilities in handling the
tasks involved in selling to and supporting such a user base; and
WHEREAS, CLIENT wishes to obtain the benefit of such experience and
capabilities by utilizing certain services of SOFTBANK in CLIENT's marketing
effort to sell it product or services; and
WHEREAS, SOFTBANK agrees to supply CLIENT with the services of its staff to
perform the services described in this Agreement and CLIENT agrees to use such
services of SOFTBANK's staff for such purposes;
NOW, THEREFORE, in consideration of the covenants derived hereunder the
parties agree as follows:
1. SOFTBANK Scope of Services
--------------------------
SOFTBANK agrees to use its best efforts to provide one or more of the
following services, as mutually agreed upon and further set forth in the Service
Fee & Responsibilities Attachment and detailed Specifications Form prepared by
SOFTBANK at the direction of CLIENT.
2. SOFTBANK Responsibilities
-------------------------
SOFTBANK will provide to CLIENT its services in a good and workmanlike
manner and as set forth in the Service Fee & Responsibilities Attachment.
3. CLIENT Responsibilities
-----------------------
In order for SOFTBANK to fulfill its obligations under this Agreement, it
is necessary that CLIENT fully cooperate and assist SOFTBANK in SOFTBANK's
performance of its obligations under this Agreement. Therefore, CLIENT agrees
to perform in a timely fashion as applicable, its responsibilities set forth in
the Service Fee & Responsibilities Attachment.
In the event CLIENT fails to perform its Client Responsibilities in a
timely manner and such failure causes SOFTBANK to incur additional cost, CLIENT
shall reimburse SOFTBANK for such additional costs, provided they are reasonable
and documented by SOFTBANK and provided there has been notice by SOFTBANK of a
failure that will cause such costs to incurred.
4. Dedicated Representatives
-------------------------
SOFTBANK shall appoint one qualified staff member ("SOFTBANK Account
Service Representative"), who will (i) have authority to act for SOFTBANK and to
make binding decisions with respect to this Agreement, unless otherwise limited
herein; (ii) submit material and information requests to CLIENT; (iii) provide
access to SOFTBANK's staff to answer questions; and (iv) provide schedules and
plans to CLIENT for CLIENT's review and/or approval.
CONFIDENTIAL & PROPRIETARY
CLIENT shall appoint one qualified staff member ("CLIENT Account Service
Representative"), who will (i) have authority to act for CLIENT and to make
binding decisions with respect to this Agreement; (ii) to execute any Addendums,
Attachments or documents incorporated as a part of this Agreement on behalf of
CLIENT; (iii) review promptly information supplied by SOFTBANK; (iv) provided
and assume responsibilities for accuracy of CLIENT's information and data
required by this Agreement; and (v) provide access to CLIENT staff to answer
questions, and provide training to SOFTBANK.
5. CLIENT Product/Literature
-------------------------
(This section intentionally removed.)
6. Confidentiality
---------------
Both parties acknowledge that each party will be disclosing to the other
confidential and proprietary information relating to their past, present and
future activities, products services, customer lists, customer profiles,
business plans, business practices and other information designated as
confidential ("Confidential Information"). The Confidential Information may be
disclosed orally or in writing, and all information, unless otherwise indicated,
shall be deemed to be confidential and proprietary. Confidential Information,
however, does not include information that: (i) is now or subsequently becomes
generally available to the public through no fault or breach on the part of
recipient; (ii) recipient can demonstrate to have had Confidential Information
rightfully in its possession prior to disclosure; (iii) is independently
developed by recipient without the use of any Confidential Information; or (iv)
is information intended to be shared with CLIENT's customers or other third
party; or (v) recipient rightfully obtains from a third party who has the right
to transfer or disclose it.
Both parties agree to hold the Confidential Information confidential and
will not disclose it, and will prevent dissemination to any person who is not an
employee of CLIENT or SOFTBANK without the prior written consent of the other
party.
SOFTBANK acknowledges that it has all employees enter into an agreement
whereby they agree not to disclose or use the Confidential Information.
SOFTBANK agrees that as a result of SOFTBANK's performance of the services,
SOFTBANK enhances or improves the CLIENT's customer lists, such enhancements or
improvements will be the property of CLIENT.
All Confidential Information remains the property of the disclosing party
and no license or other rights in the Confidential Information are granted
hereby. Further, both parties agree to return all Confidential Information
regardless of the media in which it is stored, including, but not limited to,
records release to either party for marketing and distribution services,
immediately upon either party's written request and in the case of termination
or expiration of this Agreement, within thirty (30) days of such event.
Both parties acknowledge that unauthorized disclosure or us of Confidential
Information could cause irreparable harm and significant injury which may be
difficult to ascertain. Accordingly, both parties agree that the aggrieved
party will have the right to seek immediate injunctive relief from breaches of
this Agreement, in addition to any other rights and remedies it may have.
7. Proprietary Rights
------------------
SOFTBANK shall be the sole and exclusive owner of any technology and works
of authorship created by SOFTBANK and any modifications or derivative works that
are created by SOFTBANK in connection with its performance of this Agreement.
CLIENT acquires no right to use, transfer, assign, license or otherwise exploit
in any manner any portion thereof for any purpose whatsoever, unless CLIENT
shall have first negotiated and obtained on terms acceptable to SOFTBANK and
CLIENT an agreement stating otherwise to be incorporated herein.
8. Warranty Disclaimers
--------------------
THIS IS A SERVICE AGREEMENT, THEREFORE EXCEPT AS EXPRESSLY PROVIDED FOR
HEREIN, NEITHER PARTY MAKES ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND,
INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS OR
EITHER PARTY'S WORK OR PRODUCT FOR ANY PARTICULAR PURPOSE.
CONFIDENTIAL & PROPRIETARY
Page 2
THE END-USER WILL RECEIVE THE BENEFITS AND WARRANTIES CONTAINED IN THE
CLIENT SOFTWARE LICENSE AGREEMENT THAT ACCOMPANIES EACH AND EVERY COPY OF THE
PRODUCT.
9. Limitation on Liability
-----------------------
NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY, OR TO ANY THIRD PARTY,
FOR ANY CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES (INCLUDING WITHOUT
LIMITATION LOST PROFITS) INCURRED BY EITHER PARTY AS A RESULT OF ANY BREACH BY
EITHER PARTY ARISING FROM OR RELATED TO THIS AGREEMENT, EXCEPT AS PROVIDED IN
SECTION 10 (INDEMNIFICATIONS) HEREOF. UNDER NO CIRCUMSTANCES SHALL SOFTBANK BE
LIABLE FOR ANY LOSSES INCURRED BY CLIENT ATTRIBUTABLE TO ANY ELECTRONIC DATA
TRANSFERS BY SOFTBANK.
10. Indemnifications
----------------
Notwithstanding any of the following, CLIENT will not be liable to
indemnify SOFTBANK under the terms of any provision to the extent SOFTBANK's
liability is in any way the result of SOFTBANK's error.
a) CLIENT shall indemnify and hold SOFTBANK harmless from any
demands, claims or suits from third parties for damages or expenses, including
attorney's fees, arising out of the use or sale of CLIENT's products or
SOFTBANK's use of CLIENT provided resources or information including, but not
limited to, suits or proceedings, based upon (i) a claim of infringement or
wrongful use of any patent, copyright, trade secret or other right of any third
party; or (ii) a claim of product defect or failure to conform to published
specification; or (iii) SOFTBANK's authorized use of CLIENT's Confidential
Information, in SOFTBANK's performance of this Agreement as provided herein; or
(iv) a claim of an unfair or deceptive act and practice of the CLIENT; or (v)
any acts, which do not comply with applicable State or Federal law and were
performed by SOFTBANK at the direction of the CLIENT.
(Section (b) below applies only when SOFTBANK will collect or compute sales or
us tax.)
(This section intentionally removed.)
(Section (c) below applies only when CLIENT has agreed to have SOFTBANK ship
product internationally from the United States.)
(This section intentionally removed.)
Section (d) below applies only when CLIENT has agreed to have SOFTBANK process
payments and/or fulfill order.)
(This section intentionally removed.)
In the event of a claim for indemnification arising out of the terms of or
services provided under this Agreement, each party to this Agreement agrees to
allow the other to audit applicable direct or indirect evidence in their
possession that may be probative in determining the validity of the claim.
11. Remittance Processing
---------------------
(This section applies only when CLIENT has agreed to have SOFTBANK process
payments and provide fulfillment services.)
(This section intentionally removed.)
12. SOFTBANK Fees
-------------
CLIENT agrees to SOFTBANK for the performance of it services in accordance
with the Service Fee & Responsibilities Attachment.
CONFIDENTIAL & PROPRIETARY
Page 3
Within [***] from the end of each calendar month, SOFTBANK will submit an
---
invoice to CLIENT for such services. SOFTBANK reserves the right to adjust
monthly invoicing to weekly invoicing upon notification to CLIENT. SOFTBANK
invoices to CLIENT are payable within [***] of receipt. All SOFTBANK invoices
---
are immediately due and payable upon termination of this Agreement.
SOFTBANK reserves the right, without further notice, to assess a [***]
---
finance charge ([***] per annum) on any unpaid balances not paid within thirty
---
(30) days. In the event of a dispute between CLIENT and SOFTBANK concerning
fees, CLIENT agrees to make payment on the balance of fees that are not in
dispute in accordance with other terms of this section. If CLIENT does not pay
its invoice in full, reasonable justification for the unpaid amounts must be
presented to SOFTBANK within ten (10) days from the date that the invoice amount
is due or the CLIENT shall be deemed in default for non-payment. CLIENT must
provide a reasonable justification for any invoice disputes on previously paid
invoices within one hundred twenty (120) days from the date of invoice or shall
waive it right to dispute the fees.
All amounts payable to SOFTBANK by CLIENT or to CLIENT by SOFTBANK shall be
in United States currency, unless otherwise specifically provided in accordance
with this Agreement.
Set-up Fees and deposits must be paid prior to SOFTBANK's services being
provided. [***], as set forth in the Service Fee & Responsibilities Attachment,
---
[***]. Deposits may be applied towards any outstanding amounts due and owing and
---
are refundable upon payment of all outstanding invoices.
13. Commencement of Services
------------------------
SOFTBANK will use its best efforts to provide services to CLIENT at the
earliest possible date or by the start date set forth in the Specifications
Form. It is understood by the parties that if SOFTBANK assigns CLIENT a toll
free number, toll number, P.O. box or fax number prior to the commencement of
SOFTBANK services (for use in mailers, ads or other announcements) such numbers
will only be activated upon SOFTBANK's receipt of a fully executed contract and
applicable set-up fees and deposits.
14. Modifications
-------------
Definitions: "Material Change" is defined as any addition or alteration of
the terms of this Agreement that
(i) alters the original intent of the parties as expressed in
this Agreement; or
(ii) is inconsistent with any provision or this Agreement; or
(iii) adds services or fees not included in this Agreement; or
(iv) alters services or fees included in this Agreement.
"Non-Material Change" is defined as a change that
(i) initiates or curtails services and appropriate fees as
included in this Agreement; or
(ii) affects product additions or deletions; or
(iii) affects product price, weight, shipping and handling or
product release date to SOFTBANK; or
(iv) other change which does not constitute a material change as
defined above.
Modification: A material change shall be executed in writing and signed by
a duly authorized representative of each party. A non-material change shall be
agreed to by the CLIENT's Account Representative. Such Representative will have
the authority and will execute a Specifications Form or Set-Up Billing Form. Any
of the above executed documents shall be incorporated as part of this Agreement
and shall be binding upon both parties. Any changes will be implemented as per
CLIENT's request, upon SOFTBANK's receipt of an executed addendum or appropriate
form and at a time mutually agree upon by both parties.
15. Term of Agreement
-----------------
The term of this Agreement shall be for four (4) years from the date of
this Agreement. At such time the parties shall have the opportunity to renew and
/or renegotiate this Agreement. However, either party may renegotiate pricing at
any time after the first anniversary date of this Agreement, but no more
frequently than once in
___________________
[***] Confidential treatment has been requested for the bracketed portions.
---
The confidential redacted portion has been omitted and filed separately with
the Securities and Exchange Commission.
CONFIDENTIAL & PROPRIETARY
Page 4
any twelve (12) month period by giving written notice of the intent to
renegotiate along with a written revised pricing schedule. At the time of such
negotiations SOFTBANK guarantees that it will offer to CLIENT pricing that
equates to the best pricing offered to other SOFTBANK clients that maintain
programs/campaigns of like volume and similar service metrics to those of
CLIENT. If the parties cannot agree upon pricing modifications with sixty (60)
days of notification, either party may terminate this Agreement in accordance
with the default remedy (a), set forth below. If no new Agreement is made, this
Agreement shall remain in force and renew on an annual basis thereafter.
Notwithstanding the above, either party by written notice can terminate
this Agreement as follows:
a) for default if such party has previously given written notice including a
detailed description of the default by the other party and the other party
has not cured such default within sixty (60) days of receipt of written
notice; or
b) for default due to non-payment of fees under this Agreement, ten (10) days
after written notice is provided to recipient; or
c) without cause on thirty (30) days written notice of termination subject to
the following:
If either this Agreement or a new campaign/program is terminated by CLIENT
without cause CLIENT shall pay to SOFTBANK an amount equal to the higher of:
(i) the highest ninety (90) day forecast during the six (6)
months preceding the termination date of the Agreement or
campaign/program; or
(ii) three (3) times the average monthly ▇▇▇▇▇▇▇▇ during the six
(6) months preceding the termination of this Agreement or
campaign/program.
The remedies provided above in Section (c) are intended to reimburse
SOFTBANK for its investment in people and equipment relating to this Agreement,
plus all SOFTBANK Fees earned prior to the termination date. CLIENT acknowledges
that the actual amount of SOFTBANK's investment would be difficult to calculate
and agrees that such calculation shall not be required. In the event of default,
the parties shall have all remedies provided in this Agreement or otherwise
available under law.
Upon termination, each party shall return any Confidential Information of
the other party. Upon request and at the direction of the CLIENT, SOFTBANK
agrees to transfer toll free number phone lines accordingly, provided that all
amounts due SOFTBANK are paid and CLIENT has met all obligations pursuant to
this Agreement.
16. General Provisions
------------------
a) CLIENT grants SOFTBANK permission to install CLIENT's product on
SOFTBANK's internal network for SOFTBANK internal purposes only, including
training.
b) CLIENT acknowledges that SOFTBANK will retain a copy of the
customer order database as support for all transactions processed by SOFTBANK.
CLIENT agrees to cooperate and comply with any applicable laws or regulations
which otherwise require SOFTBANK to retain copies of CLIENT's records and to
cooperate and provide access to any documentation which may be requested of
SOFTBANK by governmental authorities.
c) SOFTBANK reserves the right to pass on any unanticipated price
increases from its suppliers that directly affect the pricing of this Agreement
and are effective during the term of this Agreement. This includes, but is not
limited to, freight, telephone, credit card fees and postal rates. Said price
increases shall be effective upon implementation of the price change by the
supplier.
d) CLIENT agrees that for quality control purposes SOFTBANK, at its
sole discretion, may contact CLIENT's customers previously serviced by SOFTBANK
to gather statistical information relating to customer satisfaction and
SOFTBANK's performance under this Agreement. Such contact may include a variety
of methods including, but not limited to, telephone, postal and email surveys,
in box questionnaires and focus groups.
CONFIDENTIAL & PROPRIETARY
Page 5
e) This Agreement is not intended to create any relationship other
than CLIENT as consignor and SOFTBANK as consignee of the product covered by
this Agreement and SOFTBANK as independent contractor performing services
covered by this Agreement. Neither party is a partner or legal representative of
the other for any purpose whatsoever. It is understood between the parties that
SOFTBANK is not authorized to make any contract, agreement or warranty on behalf
of the CLIENT.
f) This Agreement contains the entire agreement between the parties
with the exception of the Attachments, Addendums or forms provided for in this
Agreement, which are incorporated herein. This Agreement shall supersede all
prior agreements and understandings between the parties with respect to the
subject matter hereof. To the extent that any provision contained in any other
document incorporated as part of this Agreement is inconsistent or conflicts
with this Agreement, the provisions of this Agreement shall control. This
Agreement may be amended only in writing signed by both parties or as otherwise
provided for in this Agreement.
g) Both parties agree to comply with all federal, state, local laws
and regulations that are applicable to the services to be provided herein.
h) This Agreement shall be governed by the laws of the State of New
York and the venue shall be Buffalo, New York.
i) Failure of either party to exercise it rights under this
Agreement shall not be construed as a waiver thereof and shall not prevent said
party from thereafter enforcing strict compliance with any of the terms thereof.
j) Any notice which may be or is required to be given under this
Agreement shall be written. Any written notices shall be sent by registered mail
or certified mail, postage prepaid, return receipt requested or by other prepaid
delivery method which is traceable. A fax notice does not constitute receipt of
written notice and must be followed by written notice. All such notices shall be
deemed to have been given when received and properly addressed as set forth
below. Either party may change its address by giving notice to the other party
pursuant to this Section.
All notices must be sent to:
SOFTBANK: CLIENT:
Upgrade Corporations of America BuyComp, LLC
d/b/a SOFTBANK Services Group 21 Brookline
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇▇▇▇▇▇
Attention: President V.P. Sales & Operations
Fax Number (▇▇▇) ▇▇▇-▇▇▇▇
cc: Contract Administrator
k) Neither party shall be liable for a failure or delay in the
performance of any of its obligations under this Agreement, except obligations
for the payment of money, if such delay or failure is caused by circumstances
beyond the reasonable control of the party affected. Strikes and other labor
difficulties which are not capable of being terminated on terms acceptable to
the party affected shall not be considered circumstances within the control of
such party.
l) No Assignment of this Agreement shall release CLIENT or change
CLIENT's primary responsibility to make payments under this Agreement. Upon
occurrence of any default under this Agreement, SOFTBANK may proceed directly
against CLIENT without the necessity of exhausting any remedies against any
assignee.
m) The terms and conditions of Sections 5, 6, 7, 8, 10, 12, 15 and
16(b)(d)(h) will survive any termination or expiration of this Agreement.
CONFIDENTIAL & PROPRIETARY
Page 6
Acceptance:
BuyCorp.
By: ________________________________________ Date ____________________
Name & Title: ▇▇▇▇▇ ▇▇▇▇▇▇, VP Sales & Operations
Acceptance:
Upgrade Corporation of America d/b/a SOFTBANK Services Group:
By: ________________________________________ Date ____________________
Name & Title: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Executive Vice President and CFO
CONFIDENTIAL & PROPRIETARY
Page 7
SOFTBANK
MASTER SERVICE AGREEMENT
SERVICE FEE & RESPONSIBILITIES ATTACHMENT
BUYCOMP, L.L.C.
Fees Effective upon Commencement of Services
All services performed by SOFTBANK shall be rendered in accordance with the fees
defined herein:
Service/SOFTBANK Responsibilities SOFTBANK Fee CLIENT Responsibilities
----------------------------------------------------------------------------------------------------------------------------------
A. Set-Up Fees & Deposits
Payable Upon Execution of Contract
Set-Up Fee Quoted based on specific needs and set
forth in the [***]
---
(30000) Deposits (Refundable upon termination WAIVED
of the contract, provided outstanding
invoices have been paid.)
B. Campaign/Program Management:
(20400) Monthly Campaign/Program Management fee $[***] per month Provide campaign or program
--- specific information as requested
To be reviewed by the parties quarterly by the SOFTBANK Account Service
and adjusted as required and mutually Representative and as requested in
agreed upon to meet program needs. the Specifications Form.
Participate in development of
Telemarketing Call Guides,
providing information including
but not limited to:
Product capabilities &
technical requirements
Marketing research questions
(if required)
Sales and technical objections
Help desk issues
"End of Call" coding
___________________
[***] Confidential treatment has been requested for the bracketed portions.
---
The confidential redacted portion has been omitted and filed separately with the
Securities and Exchange Commission.
CONFIDENTIAL & PROPRIETARY
C. Inbound Service:
Customer Care (Note: SOFTBANK does not accept purchase
orders, check orders or tax exempt orders
via telephone.)
(25950) Inbound service - (Monday-Friday, 7:00 am [***] Provide customer service and pre-
--- sales information necessary
- 10:00 pm ET) associates working on CLIENT's
behalf.
Upon attainment of an average agent count
Includes questions concerning order of [***] SOFTBANK will provide a one time CLIENT must provide SOFTBANK with
--- a ninety (90) day rolling forecast
entry, shipment returns, refunds, credit to CLIENT of [***] that may be to be submitted to SOFTBANK on the
inventory levels, customer inquiries --- CLIENT Forecast Form, attached
and call back, add new records, applied prospectively toward future invoices hereto.
database edits, marketing/demographic at the rate of [***] so long as the average
surveys, after call work (ACW) when ---
applicable monthly agent count for the month to which
the credit is being applied is at or above
the rate of [***] seats.
---
A "seat" equates to [***] agent minutes per
---
month.
(25950) Minimum Quarterly Volume Commitment 01/01/99 - 03/31/99 [***] seat minimum In the event CLIENT's actual
--- volume does not meet the minimum
04/01/99 - 06/30/99 [***] seat minimum forecasted volume commitments.
--- CLIENT is responsible for payment
07/01/99 - 09/30/99 [***] seat minimum of fees as set forth under the
--- "SOFTBANK Fee" column. CLIENT
10/01/99 - 12/31/99 [***] seat minimum shall make monthly payments based
--- on the foregoing commitments and
01/01/00 - 09/30/02 [***] seat minimum said payments shall be reflected
--- in CLIENT's invoice.
A "seat" equates to [***] agent minutes per
---
month, or [***] agent minutes per quarter.
---
Dividing a quarter's actual inbound agent
minutes by [***] will determine whether the
---
minimum quarterly volume commitment has been
met.
If the minimum quarterly volume commitment
minutes [***] exceed actual billed agent
---
minutes for the quarter, CLIENT shall be
obligated for the shortfall minutes, and
will be billed the difference at the
prevailing per minute rate for inbound
service.
(3310) Electronic E-Mail Support [***] (pricing subject to review and CLIENT must provide documentation,
--- support specialist education,
re-negotiation after thirty (30) days of agent certification requirement,
operations.) web page access and design
requirements for web page if
applicable, and provide all other
information necessary to complete
electronic support specifications
as needed.
___________________
[***] Confidential treatment has been requested for the bracketed portions.
---
The confidential redacted portion has been omitted and filed separately with the
Securities and Exchange Commission.
CONFIDENTIAL & PROPRIETARY
Page 9
D. IVR (Interactive Voice Response) Services:
Inbound call fee: PER CAMPAIGN Provide first draft of script.
------------
(3300) Call Routing Minutes per Month Fee per Minute Provide sign-off for script and
----------------- --------------
(3230) Automated Technical Tips [***] [***] call-flow in timely manner
--- ---
before SOFTBANK begins to
program.
Automated Dealer Locator Provide Closed and Holiday
Schedule
(3210) Automated Order Inquiry [***]
---
(3210) Automated Registration + phone charges (See Telecommunications) If applicable:
(3328) Tel-Address(SM) (CLIENT provided Database) . Provide first draft of
"tech tips" (Q&As) and symptom
based logic in script format.
. Provide dealer database in
acceptable SOFTBANK format
that includes telephone
numbers with area codes (no
Toll Free numbers).
. Provide Business Rules for
how dealers will be found.
. Provide campaign or program
specific information
including, but not limited to:
Product description, customer
pricing information, survey
data, acceptable payment
options and applicable
customer S&H charges.
. Provide registered or
prospective user database
(with unique numeric
identifier), on acceptable
media and in an applicable
format readable by SOFTBANK.
(?) Custom voice talent (Quote based on specific needs)
E. Telecommunications
(9311) T-1 Voice Interface Set-Up [***] CLIENT is responsible for
---
operational ability to
interface with [***] located
---
at SOFTBANK's facility.
T-1 Voice maintenance fee
Telecom Maintenance Fee
(Notwithstanding Section 16(k) of the
Agreement, CLIENT shall be required to
reimburse SOFTBANK [***] per agent hour
---
in the event CLIENT provided telephone
lines are rendered inoperable, regardless of
the cause.)
Inbound switched access for CLIENT T1 $[***]
---
overflow. (includes access fee & taxes)
(8100) Additional Toll Free lines (if applicable) $[***]
---
_____________________________________
[***] Confidential treatment has been requested for the bracketed
---
portions. The confidential redacted portion has been omitted and filed separtely
with the Securities and Exchange Commission.
CONFIDENTIAL & PROPRIETARY
Page 10
(beyond three (3) on sales programs and/or one (1)
on automated technology or technical support
programs)
Phone charges: (if applicable)
(9001) Toll Free inbound - SOFTBANK lines Carrier rates
(includes line/access charges + taxes)
(N/A) Toll inbound CUSTOMER pays toll charges
(9210) Toll outbound calls and call backs Carrier rates
(includes toll charges + taxes)
F. Administrative:
(19500) Custom reporting/additional data imports/specialized $[***]
---
data transfers billed in [***] increments,
---
1 hour minimum
+ fee transfer, if applicable
(19510) Campaign/program modifications beyond initial set-up $[***]
---
(e.g. CLIENT requested changes or additions, call
guide updates, telecommunications programming, billed in [***] minute increments,
---
prompt changes, custom fax cover pages (CLIENT to
supply artwork), additional fax documents, etc.) 1 hour minimum
(14510) Training (includes client/product training provided
by CLIENT or by SOFTBANK and includes agent and/or
trainer time) Provide training to
SOFTBANK Associates or
Training $[***] appropriate training
---
Overtime training $[***] information or
---
documentation covering
specifics of the product
and details of the
campaign/program for
SOFTBANK to provide
training to its
employees.
Provide additional
training as needed on an
ongoing basis to support
any additions or
modifications to existing
programs.
All related training
expenses, such as travel,
shall be the
responsibility of the
CLIENT.
G. End of Campaign/Program:
(19495) Reporting/analysis (Quote based on specific needs)
(20230) Data transfer (Quote based on specific needs)
*Pricing negotiable on a quarterly basis during the first year of online
services.
___________________________
[***] Confidential treatment has been requested for the bracketed portions.
---
The confidential redacted portion has been omitted and filed separately with the
Securities and Exchange Commission.
CONFIDENTIAL & PROPRIETARY
Page 11
CLIENT FORECAST FORM
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CLIENT must provide SOFTBANK with a ninety (90) day rolling forecast to be
submitted to SOFTBANK on this CLIENT Forecast Form. In the event SOFTBANK does
not receive an ongoing forecast, it shall be entitled to rely upon the previous
forecast for ongoing personnel planning.
Client ID Number: __________________ Client Name: BuyComp, L.L.C.
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Campaign Number: __________________ Campaign Start Date:_________________
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90 DAY FORECAST
1st Period 2nd Period 3rd Period
(Period must be equivalent to a billing/reporting period.)
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Forecast Period Date
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Inbound Talk Minutes
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ACW Minutes
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Outbound Agent Hours
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MFRP Mail orders
Fax Orders
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ETS Cases
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The foregoing is the undersigned's forecast of volume under the services
agreement between CLIENT and SOFTBANK Services Group.
SOFTBANK Services Group BuyComp, L.L.C.
_____________________________ ______________________________
Signature Signature
_____________________________ ______________________________
Signator's Printer Name Signator's Printer Name
General Manager
----------------------------- ______________________________
Signator's Title Signator's Title
_____________________________ ______________________________
Date Date
CONFIDENTIAL & PROPRIETARY