MASTER SERVICES AGREEMENT CALL HANDLING SERVICES

THIS AGREEMENT (the “Agreement”) is made effective as of this 22nd day of June, 2013, (the “Effective Date”) by and between Comcast Cable Communications Management, LLC., a Delaware Limited Liability Company, with offices at 1701 JFK Boulevard Philadelphia, PA 19103-2838 (“Comcast”) and StarTek, Inc., a Delaware corporation, with offices at 8200 E. Maplewood Ave., Suite 100, Greenwood Village, CO 80111 (“Vendor”).

WHEREAS, Comcast provides broadband products and services in various market areas in the United States;

WHEREAS, Comcast desires to appoint Vendor on a nonexclusive basis to provide various call center and/or technology services; and

WHEREAS, Vendor is authorized and qualified to transact such business.

NOW THEREFORE, in consideration of the mutual benefits and agreements herein contained and other good and valuable consideration, the parties hereto, intending to be legally bound, hereby agree as follows:

1.1    Vendor agrees to provide customer service services to Comcast for Comcast products and services (“Comcast Products”); including various business processes and support (the “Services”). The Services are more particularly described in a statement of work (“SOW”) which specifically references this Agreement as may be executed from time to time between the parties. In the event of a conflict between this Agreement and an SOW, the provisions contained within this Agreement shall control.

1.2    Vendor hereby accepts such appointment and agrees actively and continuously to exert its best efforts, on Comcast’s behalf, to provide the Services. Vendor will provide the Services during the hours of operation identified in the applicable SOW (the “Operation Hours”).

____________________

[*] = Certain confidential information contained in this document, marked with brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment made pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

1.3    Comcast reserves the right to: (i) add to, alter or subtract from the Services, including, but not limited to the Operation Hours, upon [*] ([*]) days prior written notice to Vendor provided, however, that Vendor shall have the right to terminate this Agreement and/or any SOW affected by such change within [*] ([*]) days following receipt of notice of any change in Vendor’s sole discretion and (ii) perform the same or similar types of Services itself or utilizing third parties.

All policies, procedures, scripts, descriptions, terms, conditions and prices utilized by Vendor for the Comcast Products shall be the policies, procedures, scripts, descriptions, terms, conditions and prices authorized by Comcast in writing or otherwise provided to Vendor by Comcast. Vendor shall not under any circumstances utilize other policies, procedures, scripts, descriptions, terms, conditions and prices for any Comcast Product without the prior written authorization of Comcast. Comcast reserves the right to add to, alter or subtract from the Comcast Products as well as any policies, procedures, scripts, descriptions, terms or conditions related thereto upon prior written notice to Vendor.

3.1    Comcast will pay Vendor the base compensation for the Services set forth in an SOW. In addition to the base compensation, if an SOW provides for a Bonus Rate paid to Vendor if Vendor meets or exceeds the Service Level Target(s) (as both terms are defined in the applicable SOW) for the fiscal month, Comcast will pay Vendor additional compensation as set forth in the SOW. The Bonus Rate is determined by multiplying the achieved Bonus percentage set forth in the SOW by the Productive Hours Rate set forth in the SOW.

3.2    Vendor will provide Comcast with an itemized monthly invoice for the Services stating the Productive Hours Rate, Training Rate and Overtime Rate (to the extent such are provided for and defined in the applicable SOW), along with any other information that Comcast may request from time to time. If applicable, invoices for Bonus Rate payments due to Vendor (the “Bonus Invoice”) shall be submitted monthly by Vendor no later than [*] ([*]) business days after Vendor sends to Comcast Vendor’s invoice for Productive Hours, Training and Overtime Hours. Vendor shall submit all invoices to Comcast electronically in accordance with Comcast’s electronic payment policies then in effect and provided to Vendor in writing from time to time or made available for review at http://www.comcast.com/vipgateway/?SCRedirect=true and https://account.rollstream.com/accounts/login (the “Electronic Payment Policies”). Invoices shall be deemed received [*] ([*]) business day after proper submission in accordance with the Electronic Payment Policies. Comcast reserves the right to reject any invoice not submitted in accordance with the Electronic Payment Policies. Comcast has no obligation to pay any compensation to Vendor invoiced by Vendor more than [*] ([*]) months after the Services are provided.

3.3    All undisputed charges shall be payable within [*] ([*]) days of Comcast’s receipt, subject to Comcast’s review and verification of Vendor’s invoice and Bonus Invoice. In the event

that Comcast disputes any charges on a Vendor’s invoice or Bonus Invoice, Comcast shall provide to Vendor in writing the amounts of the charges in dispute along with a brief description of the basis for the dispute. Comcast and Vendor shall each act in good faith and use commercially reasonable efforts to promptly resolve such disputed charges.

3.4    Vendor represents that the prices, terms, warranties, and benefits contained in this Agreement or any SOW are equal to or better than those offered to any other comparable customer of Vendor. If Vendor offers services or goods to any other customer, purchasing substantially similar or less quantity or volume of such services or goods than Comcast, at a lower price, more favorable terms, more favorable warranties, or more favorable benefits during the Term of this Agreement, Comcast shall receive such terms, warranties or benefit prospectively and retrospectively. Upon request by Comcast, an officer of Vendor shall certify that Vendor is in compliance with this Section 3.4.

3.5    The amounts to be paid by Comcast under this Agreement do not include any state, provincial or local sales and use taxes, however designated, which may be levied or assessed on the Services. With respect to such taxes, Comcast will either furnish Vendor with an appropriate exemption certificate on a timely basis or pay to Vendor, upon presentation of invoices therefore, such amounts as Vendor may by law be required to collect or pay, provided that Vendor will use reasonable efforts to minimize the amount of any such tax. Comcast shall have no obligation to Vendor with respect to other taxes, including, but not limited to, those taxes relating to Vendor’s net or gross income or revenue, license, occupation, or real or personal property.

4.1    Vendor shall provide the Services on a continuing basis throughout the Term of this Agreement and as set forth in an SOW and shall diligently perform all other duties that are required to be performed hereunder or as set forth in an SOW. Vendor agrees to meet service level commitments set forth in an SOW.

4.2    Vendor shall comply with all laws, rules and regulations governing its activities and applicable to the Services.

4.3    Vendor shall provide a data file to Comcast, on a daily basis of customers who have requested to be placed on a Do Not Call List. Comcast shall incorporate the information obtained from the file into the appropriate subscriber management databases.

4.4    Vendor shall maintain complete and accurate records with respect to its activities hereunder in accordance with all applicable laws, rules, and regulations as well as with the terms and conditions of this Agreement and/or any SOW. Without limiting the generality of the foregoing, Vendor shall maintain throughout the Term of this Agreement and for a period not less than [*] ([*]) years thereafter: (i) all advertising, brochures, scripts, promotional and call handling materials that are substantially different than those provided by Comcast and (ii) the name and the last known address and phone number for all current and former employees directly involved in performing

Vendor’s obligations pursuant to this Agreement. Further, Vendor shall provide to Comcast its Federal Taxpayer Identification Number (or equivalent), State Identification Number (or equivalent) and such other information specified in an SOW.

4.5    No Vendor personnel performing the Services shall perform any work for any other telecommunications provider who is a customer of Vendor during the Term of this Agreement. Vendor agrees that during the Term of this Agreement, it will not solicit any employee of Comcast for the express intent of employment with Vendor, provided that nothing herein shall prohibit any general advertisement for employment opportunities, which is not specifically targeted at any particular employee.

4.6    In exercising its rights and performing its obligations under this Agreement or any SOW, Vendor shall conduct its business and represent Comcast in a professional, ethical, legal and businesslike manner. Vendor agrees that it will: (i) utilize only competent personnel; (ii) conduct its operations at all times in such a manner that its actions or the actions of its personnel will not jeopardize Comcast’s and its parent’s, affiliates’ and subsidiaries respective relationships with governmental authorities, communities in which Comcast or Vendor operates and with Comcast’s actual and potential customers; and (iii) ensure that personnel maintain a polite, cooperative manner when dealing with any and all prospective and actual customers. Comcast shall have the right for any reason, not inconsistent with applicable laws, rules or regulations, to request that Vendor discontinue using any person or persons for the Services. Any such request shall be fulfilled to the best of Vendor’s ability immediately upon receipt of Comcast’s written notice to Vendor. Vendor shall not furnish such person(s) so removed to perform the Services, without the prior written consent of Comcast.

4.7    Vendor shall implement and comply with Security Protocols established by Comcast and attached hereto as Exhibit A. Upon reasonable prior notice, Comcast may audit Vendor for compliance with the Security Protocols. Any cost of audit shall be borne by Comcast, except in the event that a material breach of the Security Protocols is discovered during any audit, Vendor shall reimburse Comcast for the reasonable costs incurred in performing such audit. Comcast reserves the right to amend such Security Protocols from time to time as deemed necessary in its sole discretion, provided that Vendor shall have [*] ([*]) days from the date Comcast notifies Vendor of such change to implement the change. Any failure to comply with Security Protocols shall be deemed a material breach of this Agreement, giving rise to Comcast’s right to immediately terminate this Agreement. in its sole discretion without notice or opportunity to cure. The parties agree that it may be difficult, if not impossible, to determine damages in the event of a material breach of the Security Protocols. Vendor agrees to pay as liquidated damages, and not as a penalty, an amount equal to [*] percent ([*]%) of the preceding [*] months ([*]) of invoices in the event of any material breach of the Security Protocols occurs, however in no event shall this amount exceed [*] dollars ($[*]). The parties agree that this amount is reasonable and commensurate with the anticipated loss to Comcast resulting from such breach and is agreed to as a fee, not a penalty.

(i)     Commercial General Liability Insurance for damage claims due to bodily injury (including death), or property damage caused by or arising from acts or omissions of Vendor with limits of no less than [*] Dollars ($[*]) per occurrence and [*] Dollars ($[*]) annual aggregate. Coverage is to include coverage for personal and advertising liability and contractual liability;

(ii)    Workers’ Compensation insurance in compliance with all statutory requirements;

(iii)     Errors and Omissions liability insurance with limits of no less than [*] Dollars ($[*]) per claim and [*] Dollars ($[*]) annual aggregate;

(iv)     Cyber-Liability, e-commerce liability or media professional liability insurance with limits of no less than [*] Dollars ($[*]) per occurrence and [*] Dollars ($[*]) annual aggregate; and

(v)     Umbrella Liability insurance with limits of no less than [*] Dollars ($[*]) per occurrence and [*] Dollars ($[*]) annual aggregate.

(vi)     Crime insurance, including third party Crime with limits of no less than [*] Dollars ($[*]) per occurrence.

(a)    Vendor shall name Comcast and its parent, subsidiaries, affiliates, and assigns, and their respective directors, officers, employees, and agents, and any other party reasonably required by Comcast, as additional insured’s on all such General Liability policies. All policies shall be written with an insurance company licensed to do business in the state where services are provided, and having an AM Best rating of no less than A- VIII. Vendor shall provide [*] ([*]) days prior written notice of cancellation or material changes to any required policy. Maintenance of the foregoing insurance will in no way be interpreted as relieving Vendor of any responsibility whatsoever under this Agreement with respect to liability or indemnification.

(b)    Vendor will provide to the notice address named herein, no later than [*] ([*]) days before commencing work hereunder, and prior to the expiration of each policy, a certificate or certificates evidencing the insurance coverage and endorsements required herein. The acceptance or failure to reject any such certificate shall not constitute a waiver by Comcast of the requirements herein. Should Vendor fail to provide acceptable proof of the required insurance, Comcast shall have the right, but not the obligation, to withhold all payment until proof of the required insurance is provided, or terminate this Agreement immediately upon written notice to Vendor.

4.9    Vendor shall cause a Background Check (as defined below) to be completed on all personnel assigned by Vendor to provide Services hereunder prior to the date such Services commence and shall not assign personnel to provide Services hereunder if the results of any Background Check, or Vendor’s actual knowledge, indicate that such personnel may pose a risk to

Comcast property, employees, subscribers or Comcast Proprietary Information. The parties understand and agree that the nature of the information that Vendor personnel may access, as well as the requirements of applicable law, may change from time-to-time, and in such cases, the parties will work together in good faith to modify this Section 4.9 and/or the applicable SOW to address any such changes. Notwithstanding the performance of any Background Check, Vendor shall be legally responsible for all acts of its personnel. For purposes of this Section 4.9, a “Background Check” means a background investigation performed by an agency in good standing with the National Association of Professional Background Screeners, and shall include, but not be limited to, a check of felony and misdemeanor criminal convictions (federal, state and county) for at least the immediately preceding [*] ([*]) year period, as well as searches of the national terrorist watch list and relevant national and state sex offender registries.  In addition, subject to applicable law, Vendor will perform a drug screen on all personnel prior to initial hire.

4.10    Vendor shall cause its subcontractors and employees with access to the information contained on Comcast’s billing systems to complete the designated form attached hereto as Exhibit E. Vendor shall retain such forms and shall submit the Contractor CPNI Certification form attached hereto as Exhibit F within [*] ([*]) days of the date set forth above. Thereafter, the Vendor shall submit the Contractor CPNI Certification form as new subcontractors and employees are provided with access to Comcast’s billing systems.

4.11    Except as otherwise set forth in this Agreement or an SOW, Vendor is solely responsible for furnishing all equipment, software, systems, tools, documentation, licenses, permits, approvals, supplies and other tangible and intangible items necessary to provide the Services and perform its obligations under this Agreement.

4.12    Vendor will monitor and record its compliance with the Service Level Guarantees (as defined in an applicable SOW) on an on-going basis throughout the Term of this Agreement. Vendor shall use a Comcast approved (or if made available to Vendor by Comcast, a Comcast supplied monitoring tool (e.g., Click2Coach, Witness, or NICE)) that is equipped to monitor calls with both voice and screen capture. Vendor shall conduct periodic support reviews with Comcast upon the prior written request of Comcast.

4.13    Vendor shall provide Comcast with unimpeded password protected remote access to Vendor’s monitoring tools (e.g., tools used to monitor to Vendor’s personnel performing the Services on a random basis and/or to review electronic responses on a random basis, including, but, not limited to, remote monitoring of all live calls to all toll free numbers Comcast sends to Vendor) prior to Vendor commencing to provide the Services. Vendor shall ensure that the remote monitoring capability provided to Comcast complies with applicable State and Federal laws. Comcast reserves the right to audit Vendor’s performance of this Agreement and the Services by whatever means Comcast deems appropriate with or without notice to Vendor, including, but not limited to, customer surveys, monitoring calls and/or other work related activities (either onsite or remotely) provided as a part of the Services to the extent permitted under applicable law. Comcast may utilize Comcast personnel or third parties to conduct such audits. If requested by Comcast, Vendor will provide Comcast with copies of all records of Vendor’s performance of the Services, including, but not limited to, phone records, reports and such other information and records in the format requested

by Comcast. The results of any audits conducted by Comcast (or its designated third parties) shall be conclusive in determining Vendor’s attainment of each of the Service Level Guarantees

4.14    Vendor agrees to maintain dedicated quality assurance staff focused on monitoring the customer quality experience and ensuring Vendor is adhering to Comcast’s Quality Support Guidelines. As used herein, “Comcast Quality Support Guidelines” are a Comcast developed set of defined behaviors and performance criteria to which all CSRs are measured regarding their interaction with Comcast customers or prospective customers from a quality perspective. Vendor will perform [*] ([*]) evaluations per CSR per month. Vendor’s quality assurance staff will assess CSR and team leader evaluations and identify calibration gaps. If gaps are identified, the quality assurance staff will develop corrective action plans to eliminate the identified gap(s).

4.15    Vendor will equip the facilities where the Services are performed (the “Designated Facilities”) to Comcast’s general architecture specifications for the Services as set forth in Exhibit C Technical Requirements attached hereto. Comcast shall have the right to review all Vendor systems, including, but not limited to, all devices, equipment, ports, circuits, network bandwidth and any perform other technical and system review(s) upon [*]([*]) business days notice written notice to Vendor.

(a)Vendor’s personnel performing the Services will connect to Comcast’s telecommunications services, virtual desktop systems, and customer care tools, via dedicated circuit path between the party’s networks. The network design should allow Vendor’s traffic to traverse a primary path but be capable of failing over to a secondary path in the event of a circuit outage on the primary path as set forth in Exhibit D -Telecommunications Requirements attached hereto. The dedicated circuits will be acquired from at least [*] diverse providers with sufficient bandwidth to support the specified number of seats at the Designated Facilities. Subject to mutual agreement and specified in the applicable SOW, these dedicated circuits will be procured and managed by either Vendor or Comcast. Unless otherwise set forth in the SOW, Comcast shall not be responsible to reimburse Vendor for losses due to downtime of a dedicated circuit resulting in Vendor’s personnel not being able to perform Services,

(b)Vendor shall provide USB headsets for Vendor personnel who require the use of a telephone to provide the Services.

(c)Vendor’s workstations shall meet minimum workstation hardware requirements, operating system and software requirements as specified below and as otherwise set forth in the applicable SOW which are subject to change, pursuant to the Change Management process set forth in Section 12 of the applicable SOW

(d)Any request by Vendor or Comcast to change network or Internet connectivity must be communicated to the other party in writing for approval a minimum of [*] ([*]) days prior to the requested date of change. If such request if made by Vendor, Comcast may, at its sole discretion, decline the change request or require additional changes to the request. Any change to network or Internet connectivity shall be planned and executed in a coordinated way, so as eliminate or minimize downtime of the Services.

4.16    In the event of the termination or expiration of an SOW, Vendor shall, at Vendor’s cost, return to Comcast all Comcast Equipment (as defined below), and all other tangible or intangible items of Comcast then in Vendor’s possession or control within [*] ([*]) days of such termination or expiration, unless the Comcast Equipment, tangible or intangible items are being used by Vendor to provide Services under another SOW, in which case such Comcast Equipment, tangible or intangible items may be retained by Vendor until the expiration or termination of such SOW. Comcast Equipment shall be returned via a major carrier and with insurance equal to the current market value (as supplied by Comcast). Vendor shall provide Comcast with the shipment tracking numbers upon shipment. Any Comcast Equipment which is damaged, lost, stolen or otherwise missing will be billed to Vendor at the full replacement value.

4.17    Vendor will maintain the network and server operating systems to industry standard patch levels.

4.18    Vendor shall meet or exceed the following: (i) [*]% telecommunications availability, (ii) [*]% Internet availability and (iii) [*]% local area network (“LAN”) availability as measured on a monthly basis (collectively, the “Network Service Levels”). In the event that Vendor’s owned and operated network facilities do not meet the [*]% uptime and availability requirements, Vendor shall provide in such report details regarding how such uptime and availability will be met.

(a)    Voice and data quality over Vendor’s owned and operated network facilities shall at a minimum meet the relevant industry quality standards.

(b)    Within [*] ([*]) days after the end of each calendar quarter, Vendor shall provide to Comcast a report that sets forth the service level metrics of its telecommunications/internet suppliers for the calendar quarter.

(c)    With respect to the infrastructure related to each Network Service Level, Comcast shall be entitled to do a site audit of Vendor’s architecture upon at least [*] ([*]) hours prior notice to Vendor. Changes to any infrastructure architecture related to the Network Service Levels must be communicated to and approved by Comcast in advance of the changes so as to ensure Comcast adequate time to prepare for the change in infrastructure. Vendor shall notify Comcast: (i) at least [*] ([*]) weeks in advance of any scheduled maintenance related to the network facility or Vendor’s telecommunications infrastructure with a plan and such maintenance shall be subject to the reasonable approval of Comcast

and (ii) immediately, in the case of emergency maintenance. Any Productive Hours or other Vendor compensation lost due to maintenance shall not be billable to Comcast. Vendor shall supply a quarterly review and plan for addressing any issues related to the Network Service Levels. Vendor will provide Comcast with monthly reports on Vendor’s metrics related to the Network Service Levels.

4.19    Vendor will provide a dedicated training staff, training facilities and training materials. Vendor will provide adequate trainer staffing levels to meet the training needs of Vendor personnel providing the Services, as determined by Vendor. Vendor shall ensure that all individuals responsible for training Vendor’s personnel to perform the Services have been properly trained in the performance of the Services. Unless otherwise set forth in an SOW, Vendor shall be responsible for developing, managing, and maintaining all aspects of Vendor’s training curriculum, including the development, management and maintenance of training materials, and the training of its personnel. Comcast shall have the right to review and approve the content of all training curriculum and materials prior to its use by Vendor. Comcast shall have the right, at its sole discretion, to observe any training class for Vendor personnel providing the Services.

4.20    Vendor will appoint a primary relationship manager and a backup to manage the relationship established by this Agreement (the “Vendor Relationship Manager”). The Vendor Relationship Manager will: (i) have overall managerial responsibility for the Services; (ii) attend Comcast executive level meetings and planning sessions as requested by Comcast; (iii) serve as Vendor’s primary liaison with Comcast’s Relationship Manager; and (iv) coordinate, oversee, and monitor Vendor’s performance of the Services with the applicable Vendor managers responsible for such performance. The Vendor Relationship Manager will be responsible for the set up and maintenance of Comcast’s branding collateral, as provided by Comcast, in specified areas of the Designated Facilities.

4.21    Vendor will appoint a technical account manager and a backup to oversee the technology required to support the Services (the “Technical Account Manager”). The Technical Account Manager will: (i) have overall managerial responsibility for Vendor’s technology; and (ii) serve as the primary liaison to Comcast as to the Vendor’s technology with Vendor Relationship Manager. Promptly following the Effective Date, each party shall provide the other party with the name, telephone number, facsimile number and electronic mail address of their respective Relationship Managers. In addition to any notice requirements set forth in this Agreement, all significant communications relating to this Agreement will be directed to Relationship Managers for each party. Either party may change their Relationship Managers at any time during the Term of this Agreement by notifying the other party of such change.

4.22    Key Vendor Personnel means Vendor’s employees in key positions that are deemed by Comcast to be critical to the success of the Services including: Trainer(s), Quality Analyst(s), Workforce Management personnel, Development Lead(s), Vendor shall assign Key Vendor Personnel to support the Services during the term of an SOW. Vendor may replace Key Vendor Personnel without providing Comcast with prior notice provided that the replacement has the same skill sets in all material respects as the Key Vendor Personnel being replaced. Comcast shall have

the right to review the resume of such new Key Vendor Personnel. Comcast will not be charged for any time necessary to train replacement Key Vendor Personnel.

4.23    Vendor shall ensure skilled network facility repair personnel are available 7 days a week, 24 hours a day, 365 days a year to manage of Vendor’s network facilities (the “Network Personnel”). The Network Personnel shall have detailed knowledge of all systems used by Vendor to provide the Services and be capable of providing support and information to identify and resolve issues related to the Vendor’s network facilities. Network Personnel shall be on site [*] ([*]) minutes prior to the start of the Operation Hours (as defined in the applicable SOW) until [*] ([*]) minutes after the end of the Operation Hours as well as during any installation or maintenance of Vendor’s network facilities. Vendor shall provide Comcast with information regarding an outage of Vendor’s network facilities as soon as such information is available, including, but not limited to, the anticipated timeframe for resolution of the outage. Vendor shall provide the name, telephone number, facsimile number and electronic mail address of Vendor contacts to whom any telecommunications or network outage or latency problems are to be directed.

4.24    Vendor agrees to provide Comcast with daily, weekly and/or monthly report(s) of its performance under this Agreement in a format acceptable to Comcast, including, but not limited to, all reports listed in the applicable SOW. The parties agree to meet on a quarterly basis during the Term of this Agreement at a time and location determined by Comcast to review and discuss the performance of this Agreement and related matters such as planning, forecasting, new services and such other matters as Comcast deems appropriate. Any Vendor action items from such meetings must be followed-up on within [*] ([*]) hours, unless otherwise agreed to by Comcast. In addition to the reports set forth herein, Vendor will supply Comcast with a preliminary report within [*] ([*]) hours following any outage resulting in a loss of [*] or more Productive Hours and a complete post mortem within [*] ([*]) hours following the outage.

5.1    Comcast shall pay Vendor for its performance of the Services, pursuant to Section III.

5.2    Comcast shall comply with all laws, rules and regulations governing its activities under this Agreement.

5.3    Comcast shall keep Vendor informed of the descriptions, prices, terms and conditions under which the Comcast Products shall be provided, and Comcast shall review and approve/disapprove all scripts and other sales and marketing materials developed by Vendor on a timely basis.

5.4    Comcast shall invoice or arrange to invoice customers obtained by Vendor for the Comcast Products. Vendor shall have no right or obligation to bill or to collect any payments from actual or potential customers for Comcast Products, nor shall Vendor so bill and/or collect. Should

Vendor receive any payments for Comcast Products hereunder directly from a customer, Vendor shall immediately tender such payments to Comcast.

5.5    Comcast agrees that during the Term of this Agreement that it will not solicit any employee of Vendor for the express intent of employment with Comcast, provided that nothing herein shall prohibit any general advertisement for employment opportunities, which is not specifically targeted at any particular employee.

5.6    Comcast shall provide and maintain the Comcast online information systems, equipment and software necessary to provide the Services as determined by Comcast (the “Comcast Equipment”) including: Comtrac, Casper, Grand Slam, Agent Dash Board, Offer Management Tool, Links to relevant reporting tools, Outage Board, Rate Guide, Pinnacle, OCR Tool, Quality Assurance reporting portal, TTS, Einstein, and Cafe. The Comcast Equipment shall not include the equipment or software which Vendor is required to provide under this Agreement or an SOW. Vendor will provide Comcast with an estimate of all costs associated with software and/or hardware to be paid for by Comcast, if applicable. Comcast shall respond within [*] ([*]) business days of receiving the estimate. If Vendor does not receive a response within [*] ([*]) business days such estimate shall be deemed denied. Vendor shall not purchase any such software and/or hardware without the prior written approval from Comcast. Comcast shall retain title to Comcast Equipment at all times. Vendor shall not create or permit to be created any liens or encumbrances on Comcast Equipment. Comcast shall be responsible for providing and maintaining all equipment within Comcast’s firewall as it relates to providing connectivity for Vendor’s workstation infrastructure including, but not limited to, the network, servers, routers, hubs, data service units, and network information servers necessary to perform the Services.

5.7    If the Comcast Equipment is defective, Comcast, at its expense, shall repair or replace the defective Comcast Equipment; provided, however; this shall not apply to any Comcast Equipment that has been lost or damaged because of misuse, disaster (including, but not limited to, fire, flood, or earthquake) or theft while in the possession of the Vendor. In the event Comcast repairs or replaces such lost or damaged Comcast Equipment, Vendor shall pay the full replacement cost within [*] ([*]) days of the date of receipt of Comcast’s invoice.

5.8    If applicable to an SOW, Comcast shall provide Vendor with [*] ([*]) days advance written notice of the Service Level Targets (as defined in the SOW) for each fiscal month.

5.9    Promptly following the Effective Date, Comcast shall provide Vendor with a master copy of relevant documentation and materials for the Comcast Products as applicable to the Services. Alternatively, Comcast may provide such information electronically. Vendor may copy and circulate copies of such materials to its personnel who will be performing the Services provided it preserves the intellectual property marks or confidentiality marks contained on such materials. Vendor shall cease the use of and return the master copy and any and all copies of such documentation and materials to Comcast upon the termination of this Agreement as well as those materials developed by Vendor specific to the Services containing Comcast Proprietary Information.

5.10    Comcast will appoint at least one relationship manager to manage the relationship with the Vendor established by this Agreement (the “Comcast Relationship Manager”). The Comcast Relationship Manager will: (i) have overall managerial responsibility for Comcast’s responsibilities under this Agreement; and (ii) serve as the primary liaison with Vendor Relationship Manager.

6.1    Vendor will indemnify and hold Comcast and its respective partners, directors, officers, agents and employees (the “Indemnities”) harmless from and against all claims, demands suits, proceedings, damages, costs, expenses, liabilities (including, without limitation, reasonable legal fees) or causes of action (collectively, “Liabilities”) brought against or incurred by any Indemnitee for: (i) injury to persons (including physical or mental injury, libel, slander and death); (ii) loss or damage to property; (iii) violations of applicable laws, applicable permits, codes, ordinances or regulations by Vendor; (iv) damages arising from a data security breach involving Vendor’s local network environment; or (v) any claims arising out of or in connection with Vendor’s obligation pursuant to this Agreement or any other liability, resulting from the negligence or willful misconduct of Vendor, its officers, agents, employees, or subcontractors in the performance of this Agreement. If Vendor and Comcast jointly cause such Liabilities, the Parties will share the liability in proportion to their respective degree of causal responsibility. Comcast will indemnify and hold Vendor and its respective partners, directors, officers, agents and employees harmless from and against all claims, demands, suits, proceedings, damages, costs, expenses, liabilities (including without limitation, reasonable legal fees) or causes of action (collectively, “Liabilities”) brought against or incurred by Vendor for: (i) any claims arising out of or in connection with Comcast’s obligation pursuant to this Agreement or any other liability resulting from the negligence or willful misconduct of Comcast, its officers, agents or employees in the performance of this Agreement.

6.2     Notwithstanding anything in this Agreement to the contrary, if a Fine (as defined below) is charged or owed due to Vendor’s failure to make the PCI Environment (as defined below) PCI Compliant as set forth in Exhibit A, Vendor will indemnify, defend, and hold Comcast harmless from and against such Fine. If a Fine is charged or owed due in material part to Comcast, including Comcast’s hardware, software, network (excluding the services provided by another service provider/vendor), Vendor will have no indemnity obligations related to such Fine, provided that Vendor has notified Comcast that it is unable to be PCI Complaint due to Comcast prior to the assessment of such Fine. If a Fine is charged or owed partially due to Vendor’s failure to make the PCI Environment PCI Compliant, Vendor shall only be liable for Vendor’s proportionate amount of such Fine as determined based on any specific percentage attribution of causation determined by the entity charging, determining, or owed the Fine, or if no such attribution is specified, on a pro rata basis between Vendor and the other parties identified as responsible for such failure. A “Fine” shall mean any administrative or breach based fines or penalties levied against Comcast specifically for its failure to be PCI compliant.

6.3    EXCEPT FOR DAMAGES RESULTING FROM A PARTY’S (1) GROSS NEGLIGENCE, INTENTIONAL ACTS, CRIMINAL OR FRAUDULENT ACTS OR (2) A PARTY’S OBLIGATION TO INDEMNFIFY THE OTHER PARTY HEREUNDER, OR (3) A

PARTY’S BREACH OF SECTION X (RELATING TO CONFIDENTIALITY) OF THIS AGREEMENT (IN EACH CASE, WITH RESPECT TO WHICH THESE LIMITATIONS SHALL NOT APPLY), UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY (WHETHER BASED IN CONTRACT, TORT, OR OTHER LEGAL OR EQUITABLE GROUNDS) FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), INCLUDING BUT NOT LIMITED TO, LOSS REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS.

Except as otherwise provided in this Agreement, an SOW or as otherwise agreed to in writing by the parties, Comcast shall be responsible for all expenses incurred by Comcast in the performance of Comcast’s obligations under this Agreement and/or SOW. Vendor shall be responsible for all costs and expenses arising out of or relating to the provision of the Services and all other resources required for Vendor to perform its obligations under this Agreement or an SOW.

8.1    Except as expressly provided in Section 8.2, Vendor shall not be deemed by anything contained in this Agreement or done pursuant to it to acquire any right, title or interest in or to the use of the name “Comcast,” the Comcast service marks, or in or to any trademark or service mark now or hereafter owned by or used by Comcast or any parent, subsidiary or affiliate thereof (the “Marks”).

8.2    Vendor shall not use the Marks in its business, trade or corporate name without the express written consent of Comcast. To the extent that this Agreement expressly authorizes use of such Marks, such use by Vendor is permitted solely for purposes of the Vendor’s performance of its obligations under this Agreement, and such Marks may not, in any instance, be used to promote the services of Vendor or of any provider of products or services other than Comcast.

8.3    Immediately upon termination of this Agreement, Vendor will turn over to Comcast any materials using any Mark, unless Comcast has consented to ongoing use by the Vendor of such Marks pursuant to a separate agreement.

9.1    Neither party shall be deemed by anything contained in this Agreement or done pursuant to it to acquire any right, title or interest in or to any design, invention, improvement, process, methodology, ideas, know-how, techniques or system now or hereafter embodied in any Comcast Product or in any hardware, software or middleware provided by a party to the other party,

whether or not such design, invention, improvement, process or system is patented or patentable under the laws of any country.

9.2    Comcast shall have the right to acquire the right to use (by ownership, license or otherwise) for itself and any of its subsidiaries or affiliates any customer service systems and any other system, process, tool, method, procedure or information developed by Vendor in connection with providing the Services on terms reasonably acceptable to Comcast and Vendor.

10.1     Both parties agree that all information furnished to it by the other party which is identified as being proprietary or confidential or which the receiving party knows or has reason to know is confidential, trade secret or proprietary information (the “Proprietary Information”) is to be treated in a confidential manner and shall remain the sole and exclusive property of the providing party. Proprietary Information may not be directly or indirectly disseminated to any third party without the prior written consent of the disclosing party; provided, however, that the receiving party may disclose the same to its employees and subcontractors that have a need to know because of their involvement in this Agreement and have agreed to maintain the confidential nature of the Proprietary Information. Both parties acknowledge that the Proprietary Information of the other party is a valuable asset of the disclosing party, that any unauthorized disclosure or use thereof may cause irreparable harm and loss, that monetary damages may not be sufficient to compensate, and that injunctive relief is an appropriate remedy to prevent any actual or threatened unauthorized use or disclosure of the Proprietary Information. Without limiting the foregoing, the terms and conditions of this Agreement are Proprietary Information. Both parties shall return any copies of Proprietary Information to the disclosing party upon the request of the disclosing party and upon the termination or expiration of this Agreement.

10.2    The confidentiality and non-disclosure obligations set forth herein do not apply to any portion of the Proprietary Information that (i) is or becomes public knowledge through no fault of the receiving party; (ii) is disclosed to the receiving party without a restriction on disclosure by a third party that has the lawful right to disclose the same; or (iii) is required to be disclosed by the receiving party pursuant to a lawful and formal request of a governmental or regulatory authority (so long the receiving party provides the disclosing party with prior written notice of such governmental or regulatory request and a reasonable opportunity under the circumstances to contest such request).

10.3    Neither party shall use any confidential information belonging to a third party in furtherance of their obligations hereunder, unless otherwise authorized by that third party.

10.4    Comcast must pre-approve and control the dissemination of any public announcement, press release or other publicity arising from or in connection with this Agreement or any SOW including, but not limited to: (i) the existence and financial terms of this Agreement or SOW; (ii) any contractual awards that may occur as a result of this Agreement or SOW; and (iii) any Comcast Product information.

10.5    Vendor hereby acknowledges that Comcast has a special responsibility under the law to keep personally identifiable information of its customers (“PII”) private and confidential. PII is subject to the subscriber privacy protections set forth in Section 631 of the Cable Communications Policy Act of 1984, as amended (47 USC Sec. 551), as well as other applicable federal and state laws. Vendor agrees that it shall use such information in strict compliance with Section 631, all other applicable laws governing the use, collection, disclosure and storage of such information, and the protocols set forth hereunder. In addition to and without limiting the foregoing, in no event shall Vendor use, disclose or in any way provide personally identifiable information of a customer in violation of 47 USC 551 (as amended and supplemented, “Section 551”) and Vendor further agrees to comply with all requirements and provisions of Section 551.

10.6    The provisions of this Section 10 shall survive the expiration or termination of this Agreement.

11.1    All actual customers who contact Vendor concerning the Comcast Products are customers of Comcast and not customers of Vendor. Vendor hereby agrees that Comcast holds all title, right, possession in its customers and that no such title, right, possession and dominion shall pass to Vendor hereunder.

11.2    All customer information, including, but not limited to, customer names, addresses, telephone numbers, email addresses, service selections and the like, shall constitute Comcast Proprietary Information, regardless of whether or not such information is specifically identified as such. Vendor shall use such customer information for no other purpose or purposes other than those expressly authorized in this Agreement or an SOW.

11.3    Vendor, its affiliates and subsidiaries, and their respective employees and agents, hereby agree that they shall not directly or indirectly induce, influence or suggest that any actual or prospective Comcast customer purchase, contract for, or switch to any non-Comcast product or service. Comcast shall have the right to enforce this Section XI by obtaining an injunction or specific performance from any court of competent jurisdiction. Additionally, if Vendor its affiliates and subsidiaries, and their respective employees and agents or its subcontractors violates this Section XI, Comcast, in addition to the right to terminate the Agreement pursuant to Section XII, shall be entitled to recover reasonable attorneys’ fees in redressing said breach. The provisions of this Section XI shall survive the termination of this Agreement. The remedies set forth herein are cumulative and are in addition to, and not in limitation of, other remedies available at law or in equity. None of the remedies specified in this Section XI for any default or breach of this Agreement shall be exclusive.

12.1    The term of this Agreement shall commence on the Effective Date and shall continue in full force and effect thereafter for [*] ([*]) year unless terminated earlier in accordance with this Agreement (the “Initial Term”). The Agreement shall automatically renew for additional [*] ([*]) year periods (each a “Renewal Term”) unless written notification of cancellation is provided by either party no less than [*] ([*]) days prior to the termination of the then current Term. The Initial Term and the Renewal Term, if any, are collectively the “Term.”

12.2    Comcast may, at its election, terminate this Agreement and/or any SOW without cause on [*] ([*]) days written notice to Vendor; provided, however, Comcast shall continue to be obligated to Vendor for payment for all unpaid fees for Services rendered by Vendor as of the termination date (except to the extent otherwise provided for in this Agreement and/or the applicable SOW).

12.3    Comcast may, at its election, terminate this Agreement and/or any SOW immediately if an order by any court or governmental authority with proper jurisdiction deems the activities of either party to be in conflict with an applicable law, rule or regulation, if Comcast loses any authorization, franchise or permit necessary to provide the Comcast Products, or if Comcast ceases to provide such Comcast Products.

12.4    Comcast may, at its election, terminate this Agreement, and/or any SOW if a material breach by Vendor occurs, and such material breach continues for a period of [*] ([*]) days after written notice from Comcast to Vendor specifying the breach.

12.5    Vendor may, at its election, terminate this Agreement and/or any SOW if a material breach by Comcast occurs, and such material breach continues for a period of [*] ([*]) days after written notice from Vendor to Comcast specifying the breach.

12.6    Comcast may, at its election, terminate this Agreement and/or any SOW if Vendor becomes insolvent or makes an assignment for the benefit of its creditors, or if a committee of creditors or other representative is appointed to represent its business, or if a voluntary or involuntary petition under any section of a bankruptcy or similar act shall be filed by or against the Vendor and the Vendor fails to discharge the petition or to obtain dismissal of the petition within [*] ([*]) days following the appointment of such committee or representative.

12.7    Vendor may, at its election, terminate this Agreement and/or any SOW if Comcast becomes insolvent or makes an assignment for the benefit of its creditors, or if a committee of creditors or other representative is appointed to represent its business, or if a voluntary or involuntary petition under any section of a bankruptcy or similar act shall be filed by or against Comcast and Comcast fails to discharge the petition or obtain dismissal of the petition within [*] ([*]) days following the appointment of such committee or representative.

12.8    Except as expressly set forth in this Agreement, no termination of this Agreement and/or any SOW shall affect any accrued rights or obligations of either party as of the effective date of such termination, nor shall it affect any rights or obligations of either party which are intended by the parties to survive any such termination. Any remedies set forth in this Agreement for a

termination by Comcast due to breach of this Agreement by Vendor are cumulative and are in addition to, and not in limitation of, other remedies available at law or in equity. None of the remedies specified in this Agreement for any default or breach of this Agreement shall be exclusive, unless expressly set forth in this Agreement.

12.9    In connection with any termination or non-renewal of this Agreement or an SOW, Vendor agrees to assist Comcast with a smooth and efficient transition of the Services to a third party designated by Comcast or to Comcast. Such transition shall be for the period designated in the notice of termination but shall not exceed [*] ([*]) months (the “Transition Period”). Such transition shall include, without limitation: (i) such reasonable assistance, advice and training as Comcast may request, (ii) the assignment or sublicensing of any third party licenses used by Vendor in providing the Services, (iii) making available to Comcast on reasonable terms any third party services being used by Vendor in providing the Services, (iv) a continuation of the Services during the Transition Period, and (v) such other reasonable assistance as Comcast may request. If Comcast terminates this Agreement or an SOW pursuant to Section 12.4 above, Vendor shall pay all of Comcast’s costs associated with transitioning the Services to a third party designated by Comcast or to Comcast. In the event such Transition Period extends after the Term of this Agreement, Vendor’s performance of the Services and Comcast’s payment therefore during the Transition Period shall be governed by the applicable SOW and this Agreement.

13.1    Neither party to this Agreement is an agent, partner or employee of the other; rather, the parties are independent contractors. Vendor shall not be treated as an employee of Comcast for any purpose, including, but not limited to, state or federal income tax, the Federal Unemployment Tax Act, Federal Insurance Contributions Act, the Social Security Act or any other state, federal, provincial or other unemployment or employment security act. Vendor is not authorized to make any promise, warranty or representation on Comcast’s behalf with respect to the Comcast Products or to any other matter, except as expressly authorized in writing by Comcast.

13.2    Each party acknowledges that it has separate responsibility for all applicable federal, state, provincial and local taxes for itself and any of its employees and each party agrees to indemnify and hold the other harmless from any claim or liability therefore.

13.3    Each party understands and agrees that its employees shall not be entitled to participate in health or disability insurance, retirement or pension benefits, if any, to which employees of the other party may be entitled.

14.1    Comcast is an equal opportunity employer and is a federal contractor.  Consequently, the parties agree that, to the extent applicable, they will comply with Executive Order 11246, The

Vietnam Era Veterans Readjustment Assistant Act of 1974 and Section 503 of the Vocational Rehabilitation Act of 1973 and also agree that these laws are incorporated herein by reference.

14.2    Affirmative Action Notice: Vendors and subcontractors are notified that they may be subject to the provisions of 29 CFR Part 471 Appendix A: 41 CFR Section 60-1.4(9); 41 CFR Section 60-250.4 and/or Section 60-300.5; and 41 CFR Section 60-741.5 with respect to affirmative action program and posting requirements.

15.1    Vendor represents and warrants that (i) the execution, delivery and/or performance of this Agreement or an SOW will not conflict with or result in any breach of any provision of the charter, by-laws or other governing instruments of Vendor or any agreement, contract or legally binding commitment or arrangement to which Vendor is a party, and (ii) Vendor is not subject to any limitation or restriction (including, without limitation, non-competition, and confidentiality arrangements) that would prohibit, restrict or impede the performance of Vendor’s obligations under this Agreement or an SOW. If any of the foregoing representations or warranties should prove untrue, Vendor shall be deemed in material breach of this Agreement.

15.2    Comcast warrants and represents to the best of its knowledge that at no time during the Term of this Agreement will the use of any services, information, materials, techniques, or products directly provided by Comcast infringe upon any third party’s patent, trademark copyright, or other intellectual property right, nor make use of any misappropriated trade secret. No statements contained in any written information furnished to Vendor by or on behalf of Comcast in connection with this Agreement to the best of Comcast’s knowledge contain any untrue statement of a material fact or omit any material fact necessary to make the statement not misleading.

16.1    Vendor will supply Comcast with a copy of its written disaster avoidance and recovery plan (the “DAR Plan”). The DAR Plan shall contain procedures designed to safeguard Comcast’s Proprietary Information and the availability of the Services, throughout the Term and shall include, without limitation, the following:

(i)    Fire Protection. Consisting of the appropriate type and quality of equipment required to provide effective fire protection that it is regularly reviewed and updated, with smoke detectors (with remote enunciators and zone indicators) and automatic sprinkler systems in any computer areas.

(ii)    Power. Multiple levels of power backup designed to provide uninterrupted operation of Vendor equipment and Comcast Equipment in the event of a loss of power in accordance with Comcast’s Technical Requirements (attached hereto as Exhibit C). Power

requirements shall include multiple feeds to Vendor site(s) from different processing stations of the local power company which furnishes the main power to Vendor site(s).

(iii)    Equipment/Air Conditioning. Multiple levels of protection against loss of cooling, including a primary backup system which shall provide adequate backup cooling capacity, and a secondary backup system, which shall be capable of providing continuous cooling during a power outage so as to maintain Vendor equipment and Comcast Equipment at all times within the tolerances specified by the appropriate manufacturer.

(iv)    Computer Equipment. Appropriate backup equipment that is capable of maintaining operations in the event of hardware failures at Designated Facilities with detailed, written recovery procedures which its personnel are familiar with which enable Vendor personnel to switch to backup hardware with minimal impact to Comcast.

(v)    Power Generation. Details related to the frequency and load (for or partial) tests of Vendor’s power generating capacity.

(vi)    Testing. Testing to ensure Vendor’s compliance with the DAR Plan performed at Designated Facilities [*] per year. The testing shall include, but not be limited to, testing of hardware, installation and operation of all systems, processing of data and generation of reports, and testing of telecommunications facilities. The Vendor shall supply test results to Comcast within [*] weeks of each test. Failure to successfully complete the test will require re-testing within [*] ([*]) days of the original test. Vendor shall ensure that it will not fail testing more than [*] ([*]) times in any [*] month period.

(vii)    Recovery Procedures. Appropriate recovery procedures and automated recovery tools for a call center operations facility.

(viii)    Operations Interruptions. Restoration of the Services as expeditiously as possible in the event of an unscheduled interruption. Vendor shall notify Comcast within [*] ([*]) minutes of an unscheduled interruption. Notification will follow Comcast’s escalation process related to the report of technology related outages.

(ix)    Time Frames For Recovery. Time frames for restoration of Comcast’s Services. Vendor shall work with telecommunications carriers and equipment vendors to restore service as expeditiously as possible. Any recovery times will be considered as downtime to Comcast.

(x)    Maintenance Of Safeguards. Safeguards throughout the Term against destruction, loss, or alteration of Comcast’s data, which are no less rigorous than those Comcast uses to protect Comcast data.

16.2    Any changes to the DAR Plan must be presented for review and approval by Comcast prior to implementation. The DAR Plan shall be reviewed by the parties on a quarterly basis and updated during the Term using American Institute of Certified Public Accountants standards as

guidance. All personnel required under the DAR Plan shall have a current copy of the DAR Plan and shall be trained on the DAR Plan. In the event of a disaster, Vendor shall use its best efforts to migrate the Services to another site within [*] ([*]) hours of such disaster. Notwithstanding, the foregoing, in the event of a disaster which impairs Vendor’s ability to provide the Services, Comcast shall have the right in its reasonable discretion to immediately perform the Services itself or to have the Services performed by a third party.

16.3    Vendor acknowledges and agrees that Vendor will not receive reimbursement for Productive Hours or other compensation lost due to a disaster even if Vendor meets the requirements of the DAR Plan. Notwithstanding anything in this Agreement to the contrary, Vendor further acknowledges and agrees that a failure to perform its obligations under this Agreement shall not be excused where such failure is caused by a failure to implement, update, or maintain the DAR Plan.

17.1    Assignability. This Agreement is fully assignable by Comcast, provided, however, in the event Comcast assigns this Agreement Vendor shall have the right to terminate this Agreement for a period of [*] ([*]) days after the effective date of such assignment by providing [*] ([*]) days prior written notice. Vendor acknowledges that Vendor has been selected to participate in Comcast’s call handling program after evaluation by Comcast of Vendor’s financial stability and reputation in the business community, as well as the individual abilities and reputation of Vendor’s management and work force. Accordingly, the parties agree that neither this Agreement, nor any SOW or any right or obligation hereunder, is assignable, in whole or in part, whether by operation of law or otherwise, by Vendor, without the prior written consent of Comcast. In the event of a permitted assignment or transfer, this Agreement and any SOW shall be binding upon and inure to the benefit of the parties hereto and their authorized successors and assigns.

17.2    Subcontractors. Vendor agrees that it will not subcontract or attempt to subcontract any of its duties or obligations hereunder without the prior written consent of Comcast. Vendor’s use of a subcontractor does not release Vendor from any of its liabilities or obligations under this Agreement and/or an SOW. Vendor is responsible for all actions and omissions of its subcontractors that are performing for or acting on behalf of Vendor.

17.3    Counterparts. This Agreement may be executed in two counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument.

17.4    Severability. In the event any provision of this Agreement and/or an SOW is held to be illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement and/or an SOW shall otherwise remain in full force and effect and be enforceable.

17.5     Force Majeure. Neither party shall be responsible for any delay or failure in performance of any part of this Agreement and/ or an SOW to the extent such delay or failure is caused by any force majeure condition, including, but not limited to, act of God, labor dispute,

strike or government requirement. If any such condition occurs, the party delayed or unable to perform shall promptly give notice to the other party, and, among other remedies, the affected party may, at its discretion, extend the Term of this Agreement up to the length of time the condition has endured.

17.6    Waiver. The failure of either party to enforce at any time any provision of this Agreement and/or an SOW, or its failure to exercise any option that is herein provided, or its failure to require at any time performance of any provision herein by that party shall in no way affect the validity of, or act as a waiver of, this Agreement and/or an SOW, or any part thereof, or any right of that party thereafter to enforce it.

17.7    Amendment and Modification. Except as provided in this Agreement, any amendment or modification of any provision in this Agreement, including modification of any SOW, will not be effective unless the amendment or modification is in writing and signed by both parties. Such amendment and modification shall be enforceable by its terms when signed by both parties.

17.8     Governing Law. This Agreement shall be governed and construed in all respects in accordance with the laws of the Commonwealth of Pennsylvania. The parties agree that any controversy or dispute arising out of or relating to this Agreement shall be settled by binding arbitration in Philadelphia, Pennsylvania, in accordance with the rules of the American Arbitration Association then in force. The arbitration shall be governed by the United States Arbitration Act, and judgment upon the award rendered by the arbitrator(s) may be entered by any court having jurisdiction thereof.

17.9     Notices. All notices required or permitted hereunder shall be in writing and addressed to the respective parties as set forth below, which may from time to time be modified, and such notice shall be delivered by hand or by registered or certified mail, postage prepaid.

17.10    Entire Agreement. This Agreement, together with any SOW, recitals and all exhibits incorporated therein by reference, constitutes the entire agreement of the parties hereto and supersedes all prior representations, proposals, discussions and communications, whether oral or in writing.

17.11    Captions and Headings. The captions and headings of this Agreement or an SOW are for convenience and reference only and in no way define, limit, or describe the scope or intent of this Agreement or any portion thereof, nor affect it in any way the meaning or interpretation of this Agreement.

18.1.    Vendor hereby represents, warrants and covenants that:

(a)    Vendor and any of its owners, affiliates, officers, directors, employees and agents involved in providing services under this Agreement, will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, UK Bribery Act, and any other applicable jurisdiction where the Services are provided;

(b)    In carrying out its responsibilities under the Agreement, neither Vendor nor any of its owners, affiliates, officers, directors, employees or agents will offer, promise or give anything

of value, directly or indirectly to: (i) any public or elected official or officer, employee (regardless of rank) or person acting on behalf of a national, provincial, or local government, department, agency, instrumentality, state-owned or state–controlled company, public international organization (such as the United Nations or World Bank), political party or entity that is financed in large measure through public appropriations, is widely perceived to be performing government functions, or has its key officers and directors appointed by a government and (ii) any party official or any candidate for political office and any person acting on behalf of any governmental entity referred to in clause (i) or candidate for public office (“Government Officials”), in order to influence official action or otherwise obtain an improper business advantage

(c)    In carrying out its responsibilities under the Agreement, neither Vendor nor any of its owners, affiliates, officers, directors, employees or agents will offer, promise or give anything of value, directly or indirectly, to (i) any other person while knowing that all or any portion of the money or thing of value will be offered or given to a Government Official in order to influence official action or otherwise obtain an improper business advantage or (ii) to any other person in order to induce them to perform their work duties disloyally or otherwise improperly;

(d)    No government is investigating or has in the past five years conducted or initiated threatened any investigation of Vendor or any of its owners, affiliates, officers, directors or employees for alleged violation of anti-corruption laws.

18.2    In the event Comcast has a reasonable basis to believe that a breach of any of the representations, warranties and covenants in this Section has occurred or will occur, Comcast may suspend work under any and all SOWs until such time as it is satisfied that no breach has or will occur. Comcast shall provide notice to Vendor in the event it believes a breach of any of the representations, warranties and covenants in this Section has occurred or will occur and provide a reasonable description of the basis for such belief. Comcast shall not be liable to Vendor for any claim, losses or damages whatsoever related to its decision to suspend work under an SOW in accordance with this provision.

18.3    In the event of an actual breach of any of the representations, warranties and covenants in this Section, this Agreement may be immediately terminated by Comcast upon written notice to Vendor. In addition to and not in lieu of Vendor’s indemnification obligations under this Agreement, Vendor shall further indemnify and hold Comcast harmless against any and all claims, losses or damages arising from or related to such breach or Comcast’s termination this Agreement due to such breach, or both.

18.4    In no event shall Comcast be obligated under this Agreement to take any action or omit to take any action that Comcast believes, in good faith, would cause it to be in violation of any laws, including the U.S. Foreign Corrupt Practices Act, or the UK Bribery Act.

18.5    In carrying out its responsibilities under this Agreement, Vendor will not provide any meals, gifts, gratuities, entertainment or travel to any Government Official without the prior approval of Comcast.

18.6    Comcast shall, at its own cost, have the right to audit Vendor’s compliance with this Section and applicable laws and regulations. Upon request by Vendor or at the discretion of the Company, Comcast shall select an independent third party to conduct such audit. Vendor shall fully cooperate in any such audit conducted by or on behalf of Comcast. Any such audit shall be conducted upon not less than [*] ([*]) business days’ notice.

an SOW

I.    PII.    Vendor hereby acknowledges that Comcast has a special responsibility under the law to keep personally identifiable information of its customers (“PII”) private and confidential. PII is subject to the subscriber privacy protections set forth in Section 631 of the Cable Communications Policy Act of 1984, as amended (47 USC Sec. 551), as well as other applicable federal and state laws. Vendor agrees that it shall use such information in strict compliance with Section 631, all other applicable laws governing the use, collection, disclosure and storage of such information, and the protocols set forth hereunder.

II.    Confidentiality Agreements. Vendor agrees to restrict disclosure of PII to those employees, contractors, or sub-contractors with a need to know and who are bound by contract to the confidentiality provisions herein. Such confidentiality agreements shall further restrict disclosure of any and all PII and usage data, activity data or other information collected from or about or otherwise regarding Comcast’s Subscribers whether in individual or aggregate form. To the extent that Vendor has access to or collects such usage data, it does so solely on behalf of Comcast pursuant to its obligations hereunder and shall maintain the confidentiality of such data in accordance with Comcast’s then applicable privacy policies, privacy statements and applicable law. Vendor shall not collect or maintain such usage data except to the extent necessary to perform its obligations under this Agreement. Vendor shall retain employee and contractor confidentiality agreements for a period of one year following termination of this Agreement.

III.    Building Security.    Vendor shall ensure that the Designated Facilities or any facility where Vendor stores any Comcast Proprietary Information are physically secure at all times in accordance with Vendors Security Plan (as defined below) and standard call center industry practice, including after business hours. All authorized employees or contractors with access to such facilities shall be issued and required to carry employee identification. Visitors to such facilities shall be escorted at all times.

IV.    Encryption. Any PII or usage data that is collected or obtained by Vendor must be stored and transmitted in encrypted or otherwise secure form. In the event of a breach of security of any system, website, database, equipment or storage medium or facility that results in unauthorized access to PII or usage data by any third party (including any employee or subcontractor of Contractor that is not authorized to access such information), Vendor shall notify Comcast immediately and make best efforts to resecure its systems immediately.

V.    Remote Access. To the extent that Vendor is authorized to gain remote access to Comcast’s networks or equipment for purposes of performing its obligations hereunder, Vendor shall ensure that:

performance of its obligations hereunder and not to access any other Comcast or third party systems, databases, equipment or software.

VI.    User ID, Password, Device Administration. Vendor is responsible for the ongoing administration of User IDs, Password for Comcast tools and systems and peripheral devices installed on equipment which has access to Comcast tools and systems. As such, Vendor must take appropriate and reasonable measures to ensure:

VII.    Security Plan.    The Vendor must have a documented security plan approved by Comcast for all of Vendor’s systems that are necessary to support the Services (the “Security Plan”). The plan must include:

VII.    Social Media, Removal of Proprietary Information.    Vendor is responsible for taking appropriate and reasonable measures to ensure Comcast Proprietary Information is not disseminated by Vendor employees or contractors in public forums. Vendor shall further prohibit physical removal of any item containing Comcast’s Proprietary Information from any Vendor facility, regardless of the format in which it is stored, including but not limited to, disks, hard drives, or hard copy.

VIII.    PCI Compliance. In the event Vendor engages in payment card transactions as a part of the services provided to Comcast, Vendor shall comply with the Payment Card Industry Data Security Standards (“PCI DSS”) and any amendments or restatements of the PCI DSS during the

Term of this Agreement. Vendor accepts responsibility for the security of customer credit card data in its possession, even if all or a portion of the services to Comcast are subcontracted to third parties.

IX.    Network Traffic Routing.    Vendor’s network traffic routing policy shall protect Comcast’s information security and data integrity. There shall be no opportunity for the mingling of Comcast’s Proprietary Information with other non-Comcast traffic. Vendor’s network traffic routing policy shall ensure only traffic destined for Comcast targets is directed to the point-to-point virtual private network (“VPN”) between Vendor and Comcast and any other traffic, including local network traffic and general Internet traffic, is not directed to the VPN.

X.    Anti-Virus.    Vendor shall maintain industry standard methods for defense against malware/trojan/virus infection. Vendor shall maintain a program of anti-malware/anti-virus updates to keep Vendor desktops free of infection. Vendor shall at regular intervals desktop execute scans and/or desktop image refresh actions to ensure workstation integrity and minimize the likelihood of infection.

X.    Protocol Exceptions:    Exceptions to the stipulated protocols may be granted with prior written consent from Comcast.

In granting access to Comcast networks, Comcast assumes certain risks caused by systems beyond the administrative control of Comcast Information Technology controls and Comcast Information Security controls. To limit those risks, Comcast requires that all third party partners connecting to Comcast internal networks take reasonable actions to ensure that the third party partner network does not negatively impact the confidentiality, integrity, and availability of Comcast Information Assets, and that the confidentiality of Comcast information on third party partner systems is adequately maintained.

While Comcast requires vendors accessing its network to take reasonable measures to protect their information assets, Comcast provides no assistance to third party partners on matters of network configuration, computer security, or application assistance, other than that which is deemed necessary by Comcast to connect to Comcast Information Assets.

The CDV Toll Free On-Net has several projects within it. This “phase” will use the infrastructure that was put in place for the CDV Toll Free Calls On Net Phase 1, 2 and 3 call routing, as well as additional infrastructure required to make off-net connections to outsourcers.

This project is intended to provide an extension of Comcast’s internal PBX network to include outside parties (outsourcers). This could include, but not be limited to, configurations where the outsourcer “agents” will appear no differently than Comcast employees which are also configured as agents off the same PBX’s. As an option, Comcast

may choose, at least initially, to utilize a trunk-side connection to facilitate connectivity between Comcast PBX’s and the outsourcer PBX’s.

All requirements are referenced in Section 3.

E-SBC- Enterprise Network Session Border Controller that provides the demarcation between the enterprise network and the service delivery network that services the SIP signaling and media between Comcast and the outsourcers. The E-SBC provides the SIP B2B policy based call routing to route calls received from Comcast CDV infrastructure and signals the national ICM via SIP to allow the ICM to perform pre-routing as well as from Comcast division PBX/Avaya Session Managers. In addition, the E-SBC will receive the label from ICM that determines where to route the call to (Division Session Manager or to an outsourcer)

Avaya Session Manager – This device is signaled via SIP from the E-SBC to determine which PBX/CM to send the call.

Avaya Communication Manager – One-X Agent registers via H.323 to the Avaya CM PBX then CM connects call to outsourcer One-X agent via SIP signaling to the telecommuter mode One-X Agent. When agent answers ring, media is established over the SIP infrastructure (SBCs). The PBX routes the call either to an outsourcer One-X Agent or Comcast Call Center agents.

Comcast co-located router(s) installed at the outsourcer location – Provides the network connectivity from Comcast routed network to outsourcer Session Border Controller (SBC) to facilitate the SIP signaling and audio media to connect calls to the One-X Agent desktop/phone in addition to providing the routing for data traffic to the outsourcer that includes analytics and the path for One-X Agents to register back to the Comcast PBXs via H.323 signaling and keep-alives.

Comcast co-located firewall(s) – Provides the security demarcation between Comcast sensitive data and the outsourcer network.

Avaya Call Management System (CMS) - database, administration, and reporting application to helps Comcast and outsourcer vendors identify operational issues and take immediate action to solve them. Division and Call center managers can view data and receive customized threshold and exception alerts, all in real time. They can also view historical reports to help them analyze trends, establish performance benchmarks, and plan new marketing or customer-service campaigns.

E-Workforce Management - Workforce Management provides forecasting and scheduling capabilities to contact centers. eWFM analyzes contact center agent performance as well as contact center performance trends. Automatically forecasts staffing requirements to meet call volumes and automating agent scheduling, Workforce Management ensures that businesses have the right workforce, with the right skills, to better serve customers.

Call Recording - Provides the capability to record, store, and play back voice interactions. Synchronizes agent’s on-screen activity to the audio recording, and provides agent performance evaluation tools for a complete view of customer interactions and their quality.

One-X Agent - Avaya one-X® Agent is a is a contact center agent desktop application that provides the outsourcer’s call center agent the IP telephony VoIP connections. Outsourcer One-X Agent registers back to the Comcast Avaya Communication Manager PBX in the telecommuter mode.

CVP (Cisco Voice Portal) – A Web Server application which interprets messages from the Cisco ICM; also consists of a Voice Browser that processes PSTN and IP telephone calls, converts the voice signals into events for processing by an application server, and acts upon VXML commands received from an application Server software and generates VXML documents that it uses to communicate with the Voice Browser.

ICM (Intelligent Contact Management) – Provides a virtualized contact center routing, reporting, and computer telephony integration across national and divisional customer care call routing platforms. The ICM will be signaled by the E-SBC via the Cube and CVP to provide pre-routing of every Customer Care toll free call using a translation route which defines a temporary DNIS number dedicated for the purpose of identifying the call. The ICM will respond with a 302 redirect and a label back to the E-SBC to alert the E-SBC where to route the call.

Dark Fiber – When a Comcast Point-of-Presence is located within proximity of an outsourcer Point-of-Presence, Comcast will install fiber optic connectivity between the Comcast demarcation and the outsourcer demarcation directly and the fiber will be lit by each side’s network router/switch.

Commercial Services EDIA Metro E – Also known as Metro Ethernet – A specific set of standards designed to provide parity among carriers and service providers. Where Comcast has EDIA footprint, outsourcer should implement this service.

Ibone Network – Comcast backbone network that peers with 3^rd party carrier(s) to provide last mile p-t-p circuit to outsourcer location. Where Comcast does not have EDIA footprint, outsourcer should implement this service.

Point-to-Point – A carrier circuit that terminates a Comcast Point-of-Presence location to an outsourcer connection

Carrier circuits – Traditional or legacy means of connection when crossing between facilities through the “public domain.”

Other than the pre-route dip that is provided for in Phase II of CDV Toll Free On-Net, Outsourcer IP/One-Agent deployment via SIP is independent of the other phases, and completely transparent to other phases of the Telecom

Savings Initiative. Currently, calls routed to outsourcers require pre-routing for national toll free number, and temporarily, local market calls require AVP/U-IVR treatment, therefore the calls destined for a particular outsourcer will be part of the label to instruct the E-SBC which outsourcer to send the call. The routing from the E-SBC either uses dark fiber transport from a selected Comcast Head-End location to the outsourcer point-of-presence within the same proximity, or will be routed to the outsourcer from a carrier partner’s P-P service in locations utilizing a peering connection to a 3^rd party carrier for those outsourcer locations Comcast Commercial Services does not have footprint.

Once the connectivity is in place, Outsourcer agents will be on par with Comcast agents and will be “seen” for their current state (available; unavailable; work; talk; etc.) as if they were on Comcast premises. This will provide Comcast with exactly the same statistical information for those agents as is had with Comcast agents.

National CDV Toll Free calls will be routed to the E-SBC from the CDV/IMS infrastructure and then will perform a pre-route “dip” to the Corporate ICM via the Cisco Voice Portal. When the Corporate ICM returns the label containing contact header information (DNIS) instructing the E-SBC to perform an ENUM query that returns a NAPTR instructing the E-SBC to route the call to either the appropriate Division Session Manager, then Division Communication Manager. If a call is routed to a Comcast call center agent that requires transferring the call to an outsourcer, the Comcast call center agent will perform a transfer that results and the Communication Manager will send transfer the call to an outsourcer One-X Agent registered to the Communication Manager.

This Exhibit is intended to highlight the minimum requirements of what a 3^rd Party requires to conduct business with Comcast. The 3^rd Party provider is required to bring an enterprise-level network and telephony infrastructure to engage in business supporting Comcast. Comcast will provide the phone switch, ACD routing, and the majority of tools for agents, supervisors / team leads, managers, resource teams and call quality resources.

The 3rd Party will provide:

Comcast will host:

request, data would include but is not limited to, duration of call, number of calls, ANI, DNIS and MOS statistics.

Companies that provide voice services are required to certify to the FCC that they comply with the Customer Proprietary Network Information (CPNI) regulations. CPNI rules limit the circumstances under which voice service providers can sell additional services to customers and prohibit disclosure of CPNI to unauthorized third parties, so you may only discuss details of customer’s voice service account with the customer or someone designated by the customer. Since you may have access to CPNI, you are required to complete training. This requirement may be fulfilled when you familiarize yourself with this memo and sign below.

CPNI is information regarding an individual customer’s voice service, such as how many voice lines a customer has, how the service is arranged or provisioned, and information about to whom, where, how long and how often calls are made to or by a customer. Billing information and most information about a customer’s voice service is also CPNI. The customer’s name, address and phone number are not CPNI. All traditional telephone, as well as, interconnected VOIP service providers are required by the FCC to keep CPNI secure from unauthorized users. Individuals must not discuss or disclose any customer’s CPNI with any third party without the authorization of the customer.

[Insert your Sub-Contracting Company Name]

If you mistakenly use CPNI information when speaking with or about a voice provider’s customer, or if you become aware of non-approved use of CPNI, immediately report it to

management of ___________________________.