Agreement for Outsourcing Call Center Support

					This Agreement for Outsourcing Call Center Support is a standard form business
contract useful for companies interested in outsourcing their customer support call
centers. It sets forth the material provisions of the service agreement, including the
scope of the services, a schedule of fees and charges and a limitation of the company's
liability. The document contains both standard clauses and opportunities for the use of
optional terms and conditions making it fully customizable to fit the needs of the
contracting parties.
                                          SERVICE AGREEMENT
            THIS AGREEMENT (“Agreement”) is entered into between ________________,
located at ___________ (hereinafter “COMPANY”) and _____________________, located at
______________________, (“User”). COMPANY and User are sometimes hereinafter referred
to individually as a “Party” or collectively as the “Parties.”

           WHEREAS, COMPANY is an established telecommunications call center operation
with offices in ______________________________ (the “Center”) which offers User the
opportunity to effect efficient and cost saving teleresponse and related services for User’s
customers; and

           WHEREAS, COMPANY and User desire to set forth the terms and conditions of
each of their rights and obligations in connection with COMPANY rendering the services to be
provided to User hereunder,

           NOW, THEREFORE, in consideration of the foregoing and the mutual promises
contained herein and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the Parties hereby agree as follows:

                                                            I

                                   SERVICES AND SCOPE OF WORK

1.1.        COMPANY shall provide Telephone Response Services as set forth herein for User
and defined in the Scope of Services attached hereto as Appendix A. The Scope of Services
requires that upon the commencement of the term of this Agreement and during the term hereof
COMPANY will provide to User an appropriate amount of 800#’s so that they are directed to
COMPANY’s Call Center for handling by them. COMPANY shall make available an
appropriate number of customer service representatives dedicated to respond to User’s
customers’ calls during the hours of the service to be provided. User will supply COMPANY
with periodic “Call Volume” projections to aid COMPANY in planning its staffing
requirements.
                                                 II

                                         MANAGEMENT REPORTS

2.1.       COMPANY shall provide User with management reports as set forth in Appendix A,
attached hereto.
                                          III

                                        CREDIT CARD PROCESSING

3.1.        COMPANY will collect credit card information from User’s customers. User will
submit the credit card information to its financial institution for both authorization and billing.
Although COMPANY may record credit card information as provided by customer, COMPANY



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shall have no liability of any kind to user or any other party for false, fraudulent or inaccurate
information provided by any customer.
                                                  IV

                                             FEES AND CHARGES

4.1.        Fee Deposit - User shall pay to COMPANY the fees for services rendered as set forth
in the Schedule of Fees and Charges in the Scope of Work attached hereto (Appendix A). Also,
upon execution hereof, User shall pay to COMPANY by wired funds to the following bank
account an amount equal to the projected one (1) week’s billing, as a deposit and security against
all future payments of fees and charges by User. [Instruction: The Parties may agree on a
different method of payment, for example, cashier’s check] This initial minimum amount is
_____________ ($_______) dollars and will be adjusted, as increased volume requires.

                  Wire to:
                  ABA#
                  Account#
                  For Further Credit to:

4.2.       Minimum Monthly Billing - COMPANY requires User to meet minimum billing
amounts as set forth in Appendix A in order to provide such services at the pricing levels set
forth in Appendix A and to keep operating costs at optimum levels.

4.3.       Billing - All fees shall be billed weekly as of the last day of each week.
Payment shall be due at COMPANY’s offices within five (5) business days of the receipt of
invoice date. All past due invoices shall include interest at the rate of 1.5% per month.

4.4.        COMPANY shall have the right to withhold the delivery to User or to any of User’s
directors, officers, employees, owners, agents, representatives, assignees or successors of all
documentation concerning sales and credit card charges, including management reports called
for in Appendix A, in the event of non-payment of fees when due and shall only be required to
thereafter deliver such reports when all fees due and payable and in arrears as provided above
have been brought current. COMPANY shall have the right, in addition to any and all other
remedies it may have hereunder or under applicable law, to withhold it’s services set forth in the
Scope of Services attached hereto in the event the payment of any invoice exceeds ten (10)
business days from date of invoice.

4.5.        In addition, in accordance with and as provided in Article VII of this Agreement,
User understands and acknowledges that COMPANY shall not be liable for any losses suffered
by User when COMPANY exercises its right to withhold services or information for
nonpayment. User hereby expressly releases and discharges COMPANY from any such liability
it being agreed and understood that timely payment of invoices by User to COMPANY is
entirely within the control of User.




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                                                           V

                                   PERSONNEL AND INFORMATION

5.1.        Subject to the confidentiality provisions hereof, User shall provide all necessary
information to COMPANY as may be reasonably requested from time to time during the term
hereof and User shall make its personnel available by teleconferences as COMPANY may deem
reasonably necessary, as well as provide appropriate training materials, in order to permit
COMPANY to perform functions hereunder on COMPANY’s data system. COMPANY and
User shall agree to the scheduling of such teleconference meetings and discussions from time to
time, as the parties deem necessary and appropriate to the efficient performance of the services
hereunder.
                                                 VI

                        NO RESTRICTION OF BUSINESS OPPORTUNITY

6.1.        This Agreement in no way shall be deemed to restrict or limit in any manner the right
or opportunity of COMPANY to perform telephone response services for any other company,
firm or individual.

                                                          VII

                             LIMITATION OF COMPANY’S LIABILITY

7.1.        It is agreed and understood by User that COMPANY shall not be liable for any
damages to, or costs incurred by User resulting from the interruption for any reason in providing
telephone response services to User’s customer or to User hereunder due to accident, fire,
equipment malfunction (including but not limited to a malfunction in telephone answering and
call routing equipment, computer equipment and software whether under the control of User,
COMPANY or a contract provider of COMPANY or User, as the case may be), labor disputes or
other causes beyond COMPANY’s control. User acknowledges and agrees that COMPANY
shall have no liability of any kind or nature for the malfunction or interruption in any service
provided through phone lines, telecommunications equipment or other services provided by any
telephone company or telecommunications provider. In the event of any interruption of such
service provided directly or indirectly by COMPANY as part of its Scope of Services hereunder,
COMPANY shall use its best efforts to cause the restoration of such service as soon as possible.

7.2.        COMPANY shall not, for any reason, be liable under any theory of liability, including,
without limitation, tort (including negligence and strict liability), contract, or otherwise for any
indirect, incidental, consequential or special damages arising out of the services provided by
COMPANY or in any other way arising out of this Agreement, even if advised of the possibility
of such damages, including but not limited to, any lost sales or profits, business interruption, or
advertising expenses incurred by User. COMPANY’s liability under this Agreement for any
action or inaction by it resulting from its gross negligence in performing its services hereunder
and provided in the Scope of Services shall be limited only to the recovery of any fees paid by
User for the service or services giving rise to any such liability.



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                                                          VIII

                                                  ADVERTISING

8.1.        In any catalog or advertisement of any nature, whether written, oral or broadcast,
neither Party shall use or refer to the other party in any way or suggest that such other Party is
selling or has any interest in the products named, pictured or described, with the exception that
COMPANY has permission to list User in its list of clients.

                                                           IX

                                 DAMAGES AND INDEMNIFICATION

9.1.         User agrees that COMPANY, its officers, directors, employees and agents, shall have
no liability to User or to any third party, including, without limitation, User’s customers, arising
out of the use or sale of any products or services produced, marketed, advertised, sold or
distributed by User, or for any other claim arising out of the production, marketing, advertising,
sale or distribution of such products or services.

9.2.        User shall indemnify, defend and hold harmless COMPANY, its officers, directors,
employees and agents, from and against any and all claims made by third parties against
COMPANY, its officers, directors, employees and agents, based upon, arising out of or in any
way related to the production, marketing, advertising, sale and/or distribution of any products or
services offered by User through COMPANY’s telephone response service provided hereunder,
or as a result of the conduct of the business of User, or any negligent or wrongful act or omission
by User or any of its agents, contractors, servants or employees, or any breach by User of any
representation, covenant or agreement contained herein, or the failure of User to perform its
obligations under this Agreement, and any and all fees, costs and expenses, including, without
limitation, reasonable attorneys’ fees, incurred in the investigation of or defense against any and
all such claims.

9.3.        COMPANY shall indemnify, defend and hold harmless User, its officers, directors,
employees and agents, from and against any and all claims (including any related fees, costs and
expenses, including, without limitation, reasonable attorneys’ fees incurred in the defense against
such claims) made by third parties against User, its officers, directors, employees and agents,
arising out of or in any way related to the provision of COMPANY’s telephone response
services.

                                                           X

                                              CONFIDENTIALITY

10.1       All information provided or obtained in connection with this Agreement, including
but not limited to, information concerning the operations, systems, telephone,
telecommunications and computer facilities and configurations, software, manuals and business



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proposals of COMPANY and User constitutes confidential business information and is the
property of such party. Each party agrees that it shall maintain the confidentiality of such
information of the other party and shall not disseminate copy or disclose such information
without the written consent of the other party other than as may be required to permit such party
to perform its obligations hereunder. The following will remain the property and confidential
business information of User:
                A.      Customer information obtained on behalf of User or User’s clients.
                B.      Information regarding inquiries about any of User’s or User’s clients’
                        products, prices or other services
                C.      Names, addresses, and phone numbers of callers.

10.2.      COMPANY can neither rent nor sell any of User’s names. COMPANY cannot solicit
other business from User’s names in any manner without Users approval.

10.3.      Upon termination of this Agreement each party, upon request, shall return all
confidential information in its possession to the other party. The provision of this Article shall
survive termination.
                                                 XI

                                 CONSUMER PRIVACY PROTECTION

11.1.      COMPANY encourages User to comply with all state and federal laws and
regulations as they relate to inbound telemarketing, including supporting the Direct Marketing
Association’s Privacy Promise [Instruction: If Company is not a member of the Direct
Marketing Association the previous line may be omitted].

                                                        XII

                                        TERM AND TERMINATION

12.1.       This Agreement shall commence not earlier than _________ ( ) days/weeks after
COMPANY’s receipt of this signed Agreement, the payment of any monies due hereunder and
the receipt of product videos and scripting. This Agreement shall remain in effect until the day
before the anniversary of the date such service is initiated as provided above (the “Initial Term”).
However, the parties agree that this Agreement may be terminated on sixty (60) days notice.
Failure by User to notify COMPANY of the termination of the routing of customer calls shall be
grounds for COMPANY to terminate this Agreement upon written notice to User in which event
COMPANY shall be entitled to retain the deposit required by Article IV.

12.2.       After the Initial Term hereof, this Agreement shall automatically renew for successive
additional one year periods which additional periods may be terminated at any time by either
party upon ninety (90) days written notice given to the other party prior to the end of the Initial
Term or an additional yearly period thereafter. In the event of any renewal hereof, the fees and
charges then applicable and set forth in the Scope of Services shall continue for the ensuing
additional one year period, unless COMPANY notifies User in writing one hundred twenty days
(120) days prior to the end of the Initial Term or any subsequent one year period that different



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fees and charges will be applicable for the next additional year, subject to the restrictions and
limitations provided for in Appendix A. Such new fees and charges shall become the applicable
fees and charges hereunder for such additional year unless User determines to terminate and not
renew the Agreement by the required written notice as provided above. The requirement of the
security deposit required by Article IV above shall continue during any subsequent term of this
Agreement after the Initial Term.

12.3.        If the required ninety (90) days’ written notification of termination is not provided to
COMPANY by User and User subsequently terminates this Agreement, in addition to all other
remedies available to COMPANY, User agrees that any services provided to User by
COMPANY after the end of the term shall be delivered only if such services are prepaid monthly
on the first day of each month after the end of the term hereof by wired funds to the account of
COMPANY where the last payment during the term of this Agreement was made by User.
Failure to make such payment shall afford COMPANY the right to cease the delivery of any and
all services hereunder.

12.4.       Notwithstanding the above, COMPANY acknowledges that at any time during the
first 30 days of the contract term, User may, without penalty, cancel this Agreement in its
entirety, with no obligation other than payment for services rendered as per Appendix A
attached, less any deposit required by Article IV.

                                                          XIII

                                              FULL AGREEMENT

13.1.       This document represents the full and complete agreement and understanding of the
parties and any representation, whether written or oral, made prior to the date hereof is of no
force and affect. This Agreement may only be amended or modified by a subsequent writing,
signed by both parties.

13.2.       Any failure on the part of COMPANY to insist upon the performance of this
Agreement or any provision hereof or the failure by it to exercise any right under this Agreement
shall not constitute a waiver of any such provision or right.

                                                          XIV

                                                      NOTICE

14.1.        Any notice required under the terms of this Agreement shall be in writing sent to the
parties at the addresses stated above, by certified or registered mail, return receipt requested or
by air or ground courier such as Federal Express, United Parcel Service, etc. Such notices may
also be sent by facsimile transmission to such telephone number as either party may give to the
other during the term hereof.
                                                  XV

                                               GOVERNING LAW



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15.1        This Agreement shall be governed by and construed in accordance with the laws of
the State of _____________ (other than the choice of law principles thereof). Any action, suit or
other proceeding initiated by a Seller or Buyer against the other under or in connection with, this
Agreement may be brought only in any Federal or state court in the State of _______, as the
party bringing such action, suit or proceeding shall elect, having jurisdiction over the subject
matter thereof. Seller and Buyer hereby submit themselves to the jurisdiction of any such court,
and agree to refrain from initiating or maintaining any legal proceeding in any other forum or
jurisdiction. Seller and Buyer further agree to waive any right to trial by jury in connection with
any such proceeding, or any claim in connection therewith. In any suit or arbitration regarding
the Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and costs. In
any suit or arbitration regarding the Agreement, the prevailing party shall be entitled to
reasonable attorneys’ fees and costs.

                                                         XVI

                                                  ASSIGNMENT

16.1.       Neither party may assign this Agreement or any rights or obligations hereunder
without the prior written approval of the other party, except COMPANY shall have the right to
an assignment confined solely to monies due or to become due to COMPANY. Notwithstanding
the foregoing, the merger of either party into another entity or the sale of all its outstanding stock
shall not be deemed to be an assignment subject to this Article, provided the party so merging or
whose stock is to be sold provides the other party with written notice of such transaction. This
Agreement shall inure to the benefit of, and shall be binding upon the parties hereto and their
respective successors and permitted assigns.

                                                         XVII

                              REPRESENTATIONS AND WARRANTIES

17.1.        Each party represents and warrants to the other party that the execution and delivery
of this Agreement has been duly authorized, that it is a valid and binding Agreement enforceable
against it in accordance with its terms and that the officer(s) executing this Agreement have been
duly authorized to do so and each has the authority to execute and deliver the Agreement on
behalf of the party for whom such officer(s) is signing this Agreement.

17.2.       User Represents and warrants that: (i) it is authorized to do business under the rules
of the jurisdiction in which it is incorporated or organized; and (ii) it is and will remain in
compliance with all applicable laws, regulations and rules of any U.S. government body or other
competent authority to which it is subject relating to its business or performance under this
Agreement, and shall not induce the other party to violate such laws, regulations and rules.

17.3.      COMPANY represents and warrants that: (i) it is authorized to do business under the
laws of the State of __________________ , and the place where it renders the services as
provided herein, (ii) it is authorized to enter into this Agreement and to perform its obligations:



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and (iii) it is and will remain in compliance with all applicable laws, regulations and rules of any
government body, or other competent authority relating to its business or performance under this
Agreement, and shall not induce the other party to violate such laws, regulations and rules.

                                                          XIII

                                               MISCELLANEOUS

18.1.       In the event of non-performance by either Party of any of its obligations contained
herein, the non-defaulting Party shall serve the defaulting Party with written notice of the alleged
breach. The defaulting Party shall have _____ (___) days from the date of such notice to cure
and rectify any non-performance or non-compliance. Upon the correction of any non-
performance or non-compliance by the defaulting Party, the Agreement shall continue. In the
event that the defaulting Party fails to correct any non-performance or non-compliance issue
within the time frame set out above, the non-defaulting Party may terminate this Agreement
immediately and without further notice.

18.2.      This Agreement may be executed in several counterparts, each of which when so
executed shall be deemed to be an original and such counterparts together shall constitute one
and the same instrument and shall be effective as of the formal date hereof. This Agreement may
be executed and transmitted via e-mail and/or facsimile transmission and in such event shall be
effective and binding on the Parties hereto and their successors and assigns as if originally
executed.

18.3.        If any provision of this Agreement is found by a court of competent jurisdiction to be
unenforceable, such provision shall not affect the other provisions, but such unenforceable
provision shall be deemed modified to the extent necessary to render it enforceable, preserving to
the fullest extent permissible the intent by the Parties set forth therein.



       IN WITNESS WHEREOF, this Agreement has been duly executed by the parties as of
the day and year first above written.

(USER)                                                  (COMPANY)


By__________________                                    By________________
Name:                                                   Name:
Title:                                                  Title:
Date:                                                   Date:




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                                                   APPENDIX A

                                    SCOPE OF SERVICES AND FEES

1.       SERVICES

         A.       COMPANY shall provide Telephone Response Services in accordance with
                  projected volumes and Media Plans submitted by User.

         B.       For the purposes of this Agreement, the term “Telephone Response
                  Services” shall include the following:
                  (i)     Responding to inbound order calls from User’s customers received at
                          COMPANY’s Center.
                  (ii)    Recording in COMPANY’s system all information required to update
                          customer records.

          C.      COMPANY shall train and instruct its personnel in accordance with scripting
                  supplied by User to provide the Telephone Response Services hereunder in a
                  professional and appropriate manner.

2.       MANAGEMENT REPORTS

       COMPANY shall provide User with daily management reports. Any and all reports shall
be mutually agreed upon between COMPANY and User.

3.       SCHEDULE OF FEES AND CHARGES


         A.       Inbound Calls                                  Price Per Minute
                  Year one                                       US$___ per connect minute
                                                                 Including Domestic and International
                                                                 telephone charges.
                  Thereafter                                     No more than ___% increase then
                                                                 and each year thereafter.

         B.       800# Set Up Fee and Monthly Service Fee (Per 800#)
                  Issued or Resp-org’d)
                  Initial Set up Fee                ___________
                  Monthly Service Fee               ___________

         C.       One-time programming, training and set-up fee payable upon execution of this
                  Agreement is ____________ ($________) dollars.




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  Additional Services                                                     Amount


         D.       RECORDED PROMPTER

                  (PER    10             SECONDS              OF          RECORDED       MESSAGE)
                  $______



         E.       MESSAGE RECORDING AND STORAGE (1 YEAR)

                  (Per recorded minute)                                            $______

                  Message Retrieval (per message)                                    $______
                  Will be posted to FTP site. In the event more than
                  ___recordings are requested at one time, they will
                  be transcribed to a CD and shipped.
                  Cost per CD plus shipping                                        $______

4.       MINIMUM MONTHLY BILLING

         User agrees to pay COMPANY a minimum monthly billing of _____________
($______) dollars per month, which will become effective two months from starting date of the
initial media test. Reference is made to the Agreement to which this Appendix is attached for the
application and method of the payment of the minimum charge if required.

Agreed and accepted:

(USER)                                                  (COMPANY)


By: ___________________                                 By: __________________
Name:                                                   Name:
Title:                                                  Title:

Date:                                                   Date:




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DOCUMENT INFO
Description: This Agreement for Outsourcing Call Center Support is a standard form business contract useful for companies interested in outsourcing their customer support call centers. It sets forth the material provisions of the service agreement, including the scope of the services, a schedule of fees and charges and a limitation of the company's liability. The document contains both standard clauses and opportunities for the use of optional terms and conditions making it fully customizable to fit the needs of the contracting parties.
This document is also part of a package Business Contracts Starter Kit 22 Documents Included