CALL CENTER SYSTEMS (“CCS”) TERMS OF SERVICE

WHEREAS, The Client intends to enter into a contract with CCS to provide Teleservices Support;

WHEREAS, CCS has represented that it has the skills and expertise to provide the Outbound and Inbound Teleservices Support services on behalf of The Client; and

WHEREAS, The Client desires to engage CCS to provide the Services.

NOW THEREFORE, in consideration of the promises and mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties mutually agree as follows:

1. TRAINING

CCS and The Client will work together to ensure all agents are given the proper level of training for the Services.  Should The Client request CCS to perform additional training after the start date due to a change in Services and/or material and comprehensive script changes, CCS will respond with a written estimate. The Client must approve the estimate in writing before work proceeds. CCS is responsible for training due to agent attrition or retraining (i.e., training agents on the same material because they have failed to understand or comply with some or all of the initial training).  CCS and The Client must mutually agree when a change in services or scripts necessitates new training.

2. SYSTEM DEVELOPMENT

The charges associated with necessary information system development, if any, by CCS for change requirements will be carried out at rates agreed upon by both parties.  Any such system development changes must be reviewed and approved by The Client before The Client will be responsible for any such charges.

3. REPORTING SERVICES

• CCS will provide The Client with call metric reports on a monthly basis and upon request.
• The Client may request additional reports or changes to the initial reports, subject to CCS’s capacity to design such reports. CCS will create such additions or changes at the rates set.
• All records, databases, lists and other information compiled by CCS under this Agreement or otherwise in connection with The Client or its clients/callers shall be the sole and exclusive property of The Client, all copies of which shall be turned over to The Client upon termination of this Agreement and shall be considered the Confidential Information of The Client.
• Should The Client require CCS to provide any services other than those described in this Agreement, it will be carried out at an additional cost to as mutually agreed to by both parties. The Client must pre-approve, in writing, the authorization of any additional services before they are performed.

4. PAYMENT TERMS

CCS will submit a monthly invoice to The Client for the following month’s Services and any overage charges from the previous month within the first seven (7) days of each month. The Client agrees to pay any undisputed invoice within 30 days of receipt. Late payments are subject to an interest charge of 1.5 % per month.

5. INSURANCE AND LIABILITY

• CCS shall maintain in full force and affect the following coverages for its personnel during the term of this Agreement and, upon written request from The Client, shall provide an appropriate certificate of insurance evidencing such coverages.
• Minimum Requirements:

Worker’s Compensation                                  Statutory Requirements

Employer’s Liability                                         $1,000,000 per claim

Automobile Liability                                        $1,000,000 Each Occurrence

Bodily Injury and Property Damage

Commercial General Liability

Limit per Occurrence                          $1,000,000

Products/Completed Operations         $2,000,000

Aggregate

General Aggregate                                           $2,000,000

Professional Liability and/or Claims                $1,000,000 Each Occurrence

Arising from Errors and Omissions                $1,000,000 Aggregate

Umbrella Liability                                            $2,000.000 Each Occurrence

Cyber Security Liability                                                $1,000,000 Each Occurrence

6. TERM AND TERMINATION OF AGREEMENT

• Initial Term: The initial term of this agreement shall be 1 month.  Thereafter, this Agreement shall automatically renew for subsequent month to month terms unless otherwise terminated as provided herein.
• Termination without Cause: Notwithstanding any other provision in this Section 6, either party may terminate this Agreement upon giving at least thirty (30) days advance written notice to the other party.
• Termination for Cause:  Notwithstanding any other provision in this Section 6, either party may terminate this Agreement upon thirty (30) days written notice to the other party of the termination date, if either party; (a) falsified information that led to this Agreement; (b) knowingly provides or uses false and/or misleading scripts, or provides false and/or misleading information to the other party and such information is material to the performance of this Agreement; (c) fails to comply with laws and governmental regulations applicable to the Services; (d) materially breaches any of its obligations hereunder and the breach is not cured to the non-breaching party’s satisfaction within sixty (60) days following receipt of the notice of termination described in this Section; (e) is unable to pay its debts generally as they come due; is declared insolvent or bankrupt; is the subject of any proceedings relating to its liquidation, insolvency or the appointment of a receiver or similar officer; or makes an assignment for the benefit of all, or substantially all, of its creditors; or (f) failure to meet a Service Level requirement.
• Transition Assistance Following Termination; Ownership of Telephone Numbers:   Upon the termination of this Agreement for any reason, CCS agrees to cooperate with The Client in the transition of the Services to any replacement vendor.  Such cooperation shall include providing copies of all of The Client’s data to The Client or The Client’s replacement vendor in an agreed upon format; provided that in the event that the format is not a format currently supported by CCS, The Client will be responsible for any reasonable actual costs associated with the creation of such format.  CCS agrees that all inbound telephone numbers and trunk lines that are used in rendering the Services are the property of The Client and CCS shall transfer such telephone numbers and trunk lines to The Client or its replacement vendor, as determined by The Client, immediately upon the termination of the Agreement; provided that CCS may pass through to The Client the cost of the transfer of such lines.

7. CONFIDENTIALITY; INTELLECTUAL PROPERTY

• Confidentiality:  For the term of this Agreement and for so long as such information remains of a confidential nature, the parties (including their respective officers, directors, employees and agents) shall keep confidential any and all information obtained from the other party concerning the assets, properties, business, products, customers or customer lists of the other party or any information designated as confidential by any party (the “Confidential Information”) and shall not use such Confidential Information for any purpose other than to perform its obligations under this Agreement.  Confidential Information shall include without limitation: (a) names, addresses, and demographic, behavioral, and credit information relating to each parties’ customers; (b) marketing strategies, products or information related to product development, targeting methods, and other business objectives; (c) programming techniques and technical, developmental, cost and processing information; and (d) business and marketing strategies and initiatives.  Each party acknowledges the importance of maintaining the security and confidentiality of Confidential Information and agrees to take whatever reasonable measures are necessary to prevent the unauthorized or inadvertent transfer, disclosure, access or use of the other party’s Confidential Information to or by any third party.  It shall not be a breach of this Confidentiality Section to disclose Confidential Information to a party’s employees; employees of a party’s subsidiaries or parent company; and legal, accounting, and financial advisors, to the extent reasonably necessary to perform its obligations under this Agreement, provided such disclosures are protected as provided herein.  Each party agrees to ensure that the terms and conditions of this Agreement are adhered to by all persons who have access to the other party’s Confidential Information through such party at any time, including employees and agents, and shall be responsible for breaches of confidentiality by its own employees, agents and other parties who gain access to information through such recipient party. Each party further agrees that if it should become aware that any of the other party’s Confidential Information is disclosed by the recipient party’s employees or agents in violation of this Section 8, such recipient party will notify the disclosing party in writing of the unauthorized misrepresentation, disclosure or use and take all steps, at its own expense reasonably necessary to enforce and to protect the disclosing party from additional disclosure and to remedy such misrepresentation, disclosure or use.  The term Confidential Information, as used herein, does not include any information that (i) was lawfully in a party’s possession prior to any disclosure by or on behalf of the other party, or (ii) becomes lawfully available to a party provided that the source of such information was not bound by a confidentiality agreement with or for the benefit of the other party (iii) is generally available to the public other than as a result of disclosure in violation of this Agreement or (iv) is independently developed by a party without reference to, reliance on or violation of this Agreement.  Confidential Information shall be disclosed only to those parties that are actively and directly participating in the activities contemplated by this Agreement and who need to know such Confidential Information for the purpose of executing the obligations under this Agreement or performing services for a party in connection with this Agreement, and each party shall inform the receiving party of the confidential nature of such Confidential Information and directed to keep such Information confidential.  However, notwithstanding any provisions to the contrary in this Confidentiality Section no party hereto shall be obligated to keep confidential any information which is required to be disclosed pursuant to applicable legal and/or regulatory requirements, that, where allowed by applicable law, no disclosures shall be made until the other party is promptly notified in writing and provided a reasonable opportunity to object or to seek a protective order or other appropriate remedy.

• Intellectual Property and Ownership of Marks: Any Intellectual Property, including, but not limited to, applications, printed materials, sales materials, sales data, underwriting and actuarial data, and any other proprietary materials provided to either Party are the exclusive property of the Party providing the materials and are to be used by the other Party only in the performance of services under this Agreement and for the exclusive benefit of such Party.  At the request of either Party all materials provided to the other Party shall be returned or destroyed upon the termination or expiration of this Agreement.  The trade names, trademarks, trade devices, service marks, symbols, codes and logos (collectively the “Marks”) and any advertising materials of either party are and at all times shall remain the property of the respective party (“Owning Party”). The non-Owning Party shall not use any such advertising materials or Marks without the prior written consent of the Owning Party, and shall otherwise use all such materials and Marks only in accordance with the instructions from the Owning Party and the terms of this Agreement.

8. INDEMNIFICATION

Each party (the “Indemnifying Party”) agrees to indemnify, defend and hold harmless the other party, its officers, directors, shareholders, employees or agents (the “Indemnified Party”) from any and all liabilities, losses, damages, claims, suits, judgments, costs and expenses (including reasonable attorneys’ fees and costs of any investigation or action related thereto) (“Losses”) suffered or incurred by the Indemnified Party, its officers, directors, shareholders, employees or agents, arising out of or related to: (a) any act or omission of the Indemnifying Party, its officers, directors, shareholders, employees and agents in connection with this when such acts or omissions are not in compliance with the terms of this Agreement or the Indemnified Party’s instructions; (b) the breach of this Agreement, including breach of any obligation, duty, representation or warranty made herein by the Indemnifying Party; or (c) the fault, misconduct or negligence of the Indemnifying Party.  The Indemnifying Party shall pay damages, costs, and attorney’s fees, if any, awarded in such suit; provided that (a) the Indemnified Party promptly notifies the Indemnifying Party in writing of such claim or suit, (b) the Indemnifying Party has the sole control of the defense and/or settlement thereof, (c) the Indemnified Party furnishes the Indemnifying Party on request, information available to Indemnified Party for such defense, and (d) the Indemnified Party cooperates in any defense and/or settlement thereof as long as the Indemnifying Party pays all of Indemnified Party’s reasonable out-of-pocket expenses.

9. GENERAL

• Force Majeure: Each party hereto shall be excused from performing any obligations under this Agreement, in whole or in part, as a result of delays or interference caused by an act of God, war, labor, disputes, strikes, floods, lightning, severe weather, or other cause beyond a party’s reasonable control, provided, however, that (i) the other party shall not be obligated to pay for or otherwise fulfill its obligations (whether in the form of monetary payment or otherwise) which were undertaken in exchange for such non-performed obligations; and (ii)such other party may elect to (a) terminate this Agreement or the relevant part thereof as to Services not already received; or (b) suspend this Agreement for the duration of the delaying cause and then decide whether to terminate this Agreement once such delaying cause ceases, and, at its option, extend the term hereunder up to a length of time equal to such delay.
• Governing Law: This Agreement and the rights and obligations of the parties hereunder shall be governed and construed in accordance with the laws of the State of Florida, without regard to conflict of laws principals.

• Entire Agreement: This Agreement constitutes the complete Agreement between CCS and The Client, with respect to the subject matter of the Agreement, and no other verbal representations or written representations will supersede this Agreement, except that additions and changes properly documented and authorized and referred to for the purpose of this Agreement as an amendment will become a part of this original Agreement as if fully rewritten herein.
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• Modifications: No modifications, amendment, supplement to or waiver of this Agreement or any Appendix, Schedule, or Exhibit hereafter, or any of their provisions shall be binding upon the parties hereto unless made in writing and duly signed by both parties.

• Independent Contractors: In performing their responsibilities, CCS and The Client are in the position of independent contractors.  This Agreement is not intended to create, nor does it create and shall not be construed to create, an agency, partner or joint venture relationship.

• Non-Solicitation: Unless otherwise mutually agreed to by the parties in writing, the parties agree not to hire or to solicit the employment of any of each other’s personnel directly or indirectly associated with the Services for the term of this Agreement and for a period of one (1) year thereafter.

• Notices: Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally, sent by facsimile transmission (provided acknowledgment or receipt thereof is delivered to the sender), sent by certified, registered mail or overnight mail.  Any such notice shall be deemed given when so delivered personally or sent by facsimile transmission or, if mailed by certified, registered mail, or overnight mail, upon receipt or rejection.  Each such notice shall be sent to following addresses: (i) if to CCS, to the attention of CCS at the address of CCS set forth, and (ii) if to The Client, at the address of The Client set forth.

• Assignment: Neither this Agreement, nor any of the rights, duties or obligations hereunder, may be assigned (whether by operation of law or otherwise) or otherwise delegated by either party without the prior written consent of the non-assigning party; provided, however, a party shall be entitled, without the prior written consent of the other party, to assign its rights and obligations hereunder to an affiliate, but such assignment to an affiliate shall not relieve the assigning party of its obligations hereunder.  Any attempted assignment which is not in conformity herewith shall be voidable at the option of the non-assigning party.  If such an assignment is approved, this Agreement shall be binding upon, and inure to the benefit of and be enforceable by, the parties hereto and their respective successors and permitted assigns.

• Severability: In the event any provision of this Agreement is held to be illegal, invalid or unenforceable to any extent, the legality, validity and enforceability of the remainder of this Agreement shall not be affected thereby and this Agreement shall continue in full force and effect as modified and shall be enforced to the fullest extent permitted by law.

• Waiver: The waiver by either party, or the failure by either party to claim a breach of any provision of this Agreement or to give notice with respect thereto, shall not be held to be a waiver of any subsequent breach of such provision or any other provision.

• Audit Rights: The Client or its respective designated independent auditor, shall have the right, subject to mutually agreed upon audit and confidentiality policies, at The Client’s expense and upon at least ten (10) days prior notice to CCS, to inspect CCS’s book and records that directly relates the Services performed under the Agreement.  In conducting such an audit, The Client and/or its auditors will not cause undue interruption to CCS’s business operations.  If The Client designates an agent to perform an audit, shall designate a nationally recognized independent firm and such firm shall agree to a confidentiality agreement reasonably acceptable to CCS.  Any information provided by the audited party shall be subject to the Confidentiality provision of this Agreement.

• Delegation and Monitoring: The parties understand and agree that The Client has delegated certain services to CCS as described in this Agreement, and that The Client is responsible for ensuring the proper performance and completion of such Services.  Therefore, CCS understands that The Client will monitor CCS’s performance under this Agreement on an ongoing basis as provided in this Section.  CCS agrees that if The Client,  or any other regulatory body determines that CCS has not performed any of the Services satisfactorily, such failure shall be a material breach and The Client shall terminate this Agreement in accordance with Section 6.  The parties understand and agree that The Client retains ultimate responsibility for adhering to and otherwise fully complying with all terms and conditions of their contracts with all regulatory bodies.  CCS further agrees that regulatory bodies or their designees may audit, evaluate, or inspect any pertinent books, contracts, papers and other records of CCS that involve transactions related to those contracts with The Client and that pertain to the Services.  Such right to inspect, evaluate, and audit of any pertinent information for any particular contract period exists as mutually agreed by both parties from the final date of the The Client’s contracts or from the date of completion of any audit, whichever is later.

• Compliance with Laws: CCS will comply with all laws applicable to it and to the Services it provides under this Agreement.  The Client has no responsibility to advise CCS regarding CCS’s compliance with any applicable law.  CCS agrees that the Services and CCS’s agreements with vendors that will perform services in support of the Services will be consistent and comply with The Client’s contractual obligations.  CCS agrees that the Services will be performed in compliance with all state and federal laws, regulations, and instructions by regulatory bodies that are applicable to CCS and the Services.  Furthermore, CCS attests that it has policies and procedures in place to routinely verify and/or confirm that no such excluded person currently is employed by or under contract with CCS or with any “downstream” entity with which CCS contracts relating to the furnishing of Services under this Agreement.

• Advertising or Publicity: CCS shall not use the name of The Client in publicity releases or advertising without securing the prior written consent of The Client.  CCS shall make no use of The Client’s logos or brand names.

• Covenant Against Kickbacks and Bribes: CCS warrants that neither CCS nor its employees, officers, or agents have paid any bribes, kickbacks, or gratuities in connection with this Agreement.

• Survival: The following sections shall survive the termination of this Agreement: 6.4 7, 8, 9.2, 9.6 9.11, 9.16.

• Equal Opportunity: CCS pledges to strive to eliminate discrimination in the workplace.  Assignments of personnel to perform the Services hereunder shall be made solely on the basis of qualifications without regard to race, color, religion, national origin, sex, sexual orientation, mental or physical disability or any other status protected by law.