Customer Service and Call Center Agreements

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Customer Service and Call Center Agreements Powered By Docstoc
					This Customer Service and Call Center Agreement sets forth the terms and conditions
for engaging the services of specified customer service call center services. This
document contains numerous standard clauses, as well as optional language to ensure
the parties understandings are fully set forth within it. This agreement should be used
by a person or entity that wishes to engage the services of a customer service and call
                     Customer Service and Call Center Agreements
THIS AGREEMENT (“Agreement”), dated as of ____________, [Instruction: Insert date.], is
between _____, [Instruction: Insert first company’s name.] a _____ [Instruction: Insert first
company’s entity formation information.] with its principal place of business located at _____
[Instruction: Insert first company’s principal office location.] (herein “Hiring Company”),
and _____ [Instruction: Insert call center company name.], a _____ [Instruction: Insert call
center entity formation information.] with its principal place of business located at _____
[Instruction: Insert call center principal business address.] (herein “Call Center”).

WHEREAS, HIRING COMPANY is engaged in several businesses including the business of
_____ through its Internet site Hiring (the “Site”) and through its toll-free
telephone number _____ (the “Toll-Free Number”) [Instruction: Insert applicable business
information regarding type of business activity Hiring Company is engaged in. Please note,
the foregoing specific language is an example of the type of business a company might be
engaged in.]; and

WHEREAS, HIRING COMPANY desires to retain the services of Call Center to provide
customer support, customer service and telemarketing services to customers and potential
customers of Hiring Company business (each, a “Customer”), and Call Center desires to provide
such services, on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for good
and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereby
agree as follows:

    1. Engagement of Call Center and Description of Services. Subject to the terms and
       conditions of this Agreement, Hiring Company hereby retains Call Center to provide the
       customer support, customer service and telemarketing services set forth below
       (collectively, the “Services”), and Call Center hereby accepts such engagement.

    2. Call Center will provide Hiring Company inbound teleservice support for Hiring
       Company Customers who have purchased goods and/or services through the Site. Call
       Center will provide such services in accordance with the specifications set forth on

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        Schedule A attached hereto and made a part hereof by reference (collectively, the
        “Inbound Teleservices”). [Comment: Please insert applicable specific information
        regarding services to be provided by Call Center. Please note the foregoing specific
        language is an example of the type of services a call center might provide.]

    3. Customer Service and Description of Services. Call Center will provide Hiring Company
       first-level customer service support for Hiring Company Customers in accordance with
       the specifications set forth on

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    6. Schedule B

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        Schedule A attached hereto and made a part hereof by reference (collectively, the
        “Customer Services”).

    7. Outbound Up-Sell Services. Optional language, parties may also add any additional
       optional additional services which may be provided: During the Term (as hereinafter
       defined) of this Agreement, Call center shall, at the option of Hiring Company,
       provide outbound up-sell telemarketing services to Customers on terms and
       conditions to be agreed upon in good faith by the parties.

    8. Related Services. Call Center will also provide such additional related services as set out
       in this Agreement (herein “Related Services”) including, without limitation, the

            a. Call Center agrees to notify Hiring Company on a daily basis of any information
               required by Hiring Company’s Customers. The parties agree that Hiring
               Company is responsible for fulfilling such requests. Should Call Center’s notice
               obligation significantly interfere with its primary service activities, Call Center
               will notify Hiring Company. The parties agree that upon such notice, they will
               work cooperatively toward an amicable solution.

            b. Call Center agrees to provide Hiring Company with such information and reports
               related to Services created by the Call Center telephone system. The initial list of
               reports are set forth on

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            e. Schedule C annexed hereto and made a part hereof. Additional reports, as agreed
               to by the parties, shall be provided by Call Center during the Term and shall be
               deemed included herein, effective as of the date agreed to by Call Center and
               Hiring Company. Report topics may include performance, users and applications
               among others.

            f. [Comment: Insert any additional agreed upon services to be provided. Also
               if any products are to be provided, or related products by Call Center,
               include here.]

    9. Except as the parties may otherwise agree, Call Center shall provide all such Services set
       forth in this Agreement at levels of service substantially similar and with the same degree
       of care, skill and prudence customarily exercised by it in its routine course of business.

    10. Hours of Operation. Call Center will provide the Inbound Teleservices 365 days per year
        from 9 a.m. to 9 p.m. Eastern Standard Time, Monday through Friday, and from 12 p.m.
        to 6 p.m. Eastern Standard Time, Saturdays and Sundays commencing on the
        Teleservices Launch Date (as defined in

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        Schedule A annexed hereto). [Comment: Parties should revise this to reflect
        negotiated days and times of service.]

    11. Facility. Call Center will utilize its support facility (the “Facility”) for delivery of
        Services for the Products. The Facility will be equipped with telephone systems,
        computer systems, and various support and call monitoring tools, such as documentation
        and knowledge bases, to be used in the delivery of the Services. Call Center shall bear
        all expenses of operating the Facility, including all expenses for equipment and systems
        necessary to connect to any telecommunications circuits or facilities utilized by Hiring
        Company to bring calls to the Facility. [Comment: Parties may wish to specify where
        Facility will be located. Hiring Company may also want to consider whether
        moving such Facility to any other location within the US or internationally shall be
        considered a default or breach hereunder, and whether or not Hiring Company
        must be notified of such move (whether in advance or otherwise). In such instance,
        reference to same would need to be added into the document.]

    12. Service levels and Definitions: [Instruction: Parties should set forth required service
        levels and definitions, which may include such terms as minimum and maximum
        wait times, actual handling time and call. Parties should also set forth minimum
        acceptable performance requirements.]

    13. Escalation Procedure. Hiring Company recognizes that there may be instances where
        Call Center will not be able to resolve a Customer Contact without Hiring Company’s
        assistance. Promptly following the execution of this Agreement, both parties will
        mutually agree to an escalation procedure for resolving support problems requiring
        Hiring Company’s assistance. Hiring Company agrees to provide necessary and timely
        resources to Call Center to enable Call Center to resolve escalated problems in a timely
        manner. Examples of such resources include but are not limited to documentation,
        knowledgebase, escalation process, hardware, software and support technicians.

    14. Customer Callbacks. [Instruction: Insert terms of parties’ agreement regarding calls
        that cannot be handled on initial call center call, and such customers must be called

    15. Hiring Company Tools. Hiring Company agrees to provide Call Center with sufficient
        copies of Products and related materials, including, but not limited to, copies of software,
        documentation, licenses and Product information as reasonably necessary to provide
        Services for the Products. Call Center acknowledges that its use of such tools may be
        subject to the terms of license agreements required by Hiring Company or its third party
        suppliers, and Call Center agrees to abide by all the terms and conditions of such licenses
        in connection with its use of such tools.

    16. Expenses. Hiring Company assumes all expenses related to the sending of Contacts to
        Call Center, including provision of telecommunication lines and the bearing of network
        costs associated with routing Inbound Calls to the Facility. Call Center is responsible for

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        properly equipping the Facility with the necessary hardware to receive and handle
        Contacts as required by this Agreement.

    17. Training. [Instruction Insert parties’ agreement regarding who shall provide and
        pay for training of Call Center employees with respect to Hiring Company’s
        Products, and what type of training will be provided.]

    18. Fees. Call Center agrees to perform the Services for the fees set forth and Hiring
        Company agrees to make payments as set on

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    21. Schedule D annexed hereto and made a part hereof.

    22. Record Keeping. Call Center agrees to keep accurate books of account and records (in
        accordance with generally accepted accounting principles consistently applied) at the
        address set forth on the first page of this Agreement detailing all fees for its Services.
        Such books and records shall be maintained by Call Center for a period of three (3) years
        after termination or expiration of this Agreement. Upon reasonable notice of not less
        than thirty (30) days, Hiring Company shall have the right, for each twelve (12) month
        period during the Term, to inspect and audit such books of account and records to verify
        the accuracy of the information contained in any invoice or the amount of fees for
        Services paid to Call Center hereunder. [Comment: Parties may or may not wish to
        include information regarding any records to be kept regarding calls to customer
        service. In such instance, parties should carefully consider whether or not to retain
        any Customer identification information, including but not limited to personal
        information and/or credit card information, if any. In such event, methods of
        safeguarding the security of same should be detailed.]

    23. Taxes. Each party shall be solely responsible for the preparation and submission to
        applicable authorities of its respective tax forms and taxes due, and for payment of
        applicable salaries, employer contributions and benefits.

    24. Term. The initial term of this Agreement shall commence on the date hereof and shall
        continue for a period of one (1) year from the Telemarketing Launch Date (the “Initial
        Term”). This Agreement shall automatically be extended for successive one (1) year
        terms (each a "Renewal Term") unless either party gives the other written notice of its
        intention not to extend this Agreement at least ninety (90) days prior to the end of the
        then current term, or unless terminated as provided elsewhere herein (the Initial Term,
        together with each Renewal Term, if any, being collectively referred to herein as the
        “Term”). Any time after expiration of the Initial Term, Call Center may change the
        prices and terms on which Services will be provided by providing at least one hundred
        twenty (120) days prior written notice to Hiring Company (the “Fee Notice Period”).
        Hiring Company shall have the right, in its sole discretion, to reject such changes and, in
        such case; this Agreement shall automatically terminate without penalty to either party
        upon expiration of the Fee Notice Period.

    25. Partial Termination. The parties hereto agree that some or all of the services hereunder
        may be terminated as set forth herein. It is parties’ mutual understanding that a
        termination of one type of service shall not be deemed a termination of any or all other
        types of services set forth herein. In the event one type of service is terminated, all other
        types of services shall be ongoing, unless separately terminated pursuant to the terms of
        this Agreement by the terminating party.

    26. Conditions for Termination Based on Non-Performance. Hiring Company may terminate
        this Agreement without penalty if Call Center fails to meet any of its performance
        obligations hereunder or otherwise commits a breach of any term or provision of this

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        Agreement and fails to cure the same within thirty (30) days after written notice from
        Hiring Company.

    27. Conditions for Termination for Convenience. Hiring Company may terminate this
        Agreement at any time during the Initial Term and any Renewal Term without cause
        upon at least ninety (90) days written notice to Call Center.

    28. Warranty. Call Center warrants to Hiring Company that the Services furnished under this
        Agreement will be furnished in a professional and workmanlike manner and in
        conformance with the metrics set forth in this Agreement.

    29. Insurance. [Instruction: Insert any insurance each party will be required to

    30. Non-Disclosure. Except as required in the performance of its obligations under this
        Agreement or with the prior written authorization of the Hiring Company, the Call Center
        (including for purposes hereof, its employees, agents, representatives, consultants and
        contractors) shall not directly or indirectly use, disclose, disseminate or otherwise reveal
        any confidential information and shall maintain confidential information in confidence
        for a period of five (5) years from the date of termination or expiration of this Agreement,
        for whatever reason. Upon termination or expiration of this Agreement for any reason
        whatsoever, Hiring Company and Call Center shall leave with or return to the other all
        documents, records, notebooks, computer files, and similar repositories or materials
        containing confidential information of the other party and such other party's affiliates,
        including any and all copies thereof. [Comment: Parties may wish to include client
        information as confidential information.]

    31. Intellectual Property. Call Center agrees to disclose and furnish promptly to Hiring
        Company any and all technical information, computer or other apparatus programs,
        inventions, specifications, drawings, records, documentation, works of authorship or
        other creative works, ideas, knowledge or data, written, oral or otherwise expressed, first
        made or created for and paid for by Hiring Company under this Agreement (hereinafter
        “Work Product”), and hereby assigns to Hiring Company all right, title and interest in and
        to any such Work Product. The Work Product specifically includes, without limitation,
        any scripts, lists of frequently asked questions and responses thereto, etc., prepared and
        utilized by Call Center in connection with providing Services regarding the Products.
        Notwithstanding the foregoing, (i) Call Center retains for itself a perpetual, nonexclusive,
        royalty-free, unrestricted right and license to any structure, architectures, ideas and
        concepts subsisting in such Work Product, and (ii) Call Center shall be free to
        independently develop software and other works similar to any works developed by the
        performance of the Services under this Agreement, whether by other employees of Call
        Center, in collaboration with third parties, or for other customers. Call Center shall not
        acquire any right to any tradename, trademark, servicemark, copyright, patent or other
        form of intellectual property of Hiring Company. Call Center shall not use such
        intellectual property of Hiring Company in any manner except in the performance of its
        obligations hereunder as permitted or contemplated in connection therewith.

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    32. Severability. If any of the provisions of this Agreement a shall be held invalid or
        unenforceable by reason of the scope or duration thereof or for any other reason, such
        invalidity or unenforceability shall attach only to the particular aspect of such provision
        found invalid or unenforceable and shall not affect any other any other provision of this
        Agreement. To the fullest extent permitted by law, this Agreement shall be construed as
        if the scope or duration of such provision had been more narrowly drafted so as not to be
        invalid or unenforceable.

    33. Entire Agreement. The parties acknowledge having read this Agreement and agree to be
        bound by its Terms. This Agreement and the Schedules attached hereto and supersedes
        and replaces any existing agreement, written or otherwise, entered into between or among
        the parties.

    34. Assignability. This Agreement shall not be assigned by either party without the prior
        written consent of the other party, which shall not be unreasonably withheld or delayed.
        Any such attempted assignment lacking consent where required shall be null and void.

    35. Governing Law. This Agreement shall be governed by and construed in accordance with
        the laws of the State of _____ [Instruction: Insert state.], with regard to its choice of
        law provisions.

    36. Independent Contractor Status. With respect to all matters relating to this Agreement,
        Call Center shall be deemed to be an independent contractor. Call Center shall not
        represent itself or its organization as having any relationship to Hiring Company other
        than that of an independent agent for the limited purposes described in this Agreement.

    37. Authorized Representatives. Each of the parties shall designate and maintain at all times
        hereunder a project manager to serve as a single point of contact for the other party to
        assist in the resolution of all technical, operational and implementation-related matters.

    38. Notices. Any notice required or permitted hereunder shall be deemed sufficient if given
        in writing and delivered personally, by facsimile transmission, by reputable overnight
        courier service or United States mail, postage prepaid, to the addresses shown below or to
        such other addresses as are specified by similar notice, and shall be deemed received
        upon personal delivery, upon confirmed facsimile receipt, two (2) days following deposit
        with such courier service, or three (3) days from deposit in the United States mails, in
        each case as herein provided:

        If to HIRING COMPANY:

        If to CALL CENTER:

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        A party may change its address and the name of its designated recipient of copies of
        notices for purposes of this Agreement by giving the other parties written notice of the
        new name and the address, phone and facsimile number of its designated recipient in
        accordance with the notice provisions set forth herein.

    39. Compliance with Laws. Each party hereto shall comply with the provision of all
        applicable federal, state, county and local laws, ordinances, regulations, and codes.
        Notwithstanding whether a specification is furnished, if software, software products and
        services, or containers furnished are required to be constructed, packaged, labeled, or
        registered in a prescribed manner, Call center shall comply with federal law and
        applicable state or local law.

    40. Access. Call Center shall permit reasonable access for Hiring Company to its facilities in
        connection with work hereunder. No charge shall be made for such visits.
 IN WITNESS WHEREOF, the parties hereto have signed this Agreement effective as of the
date set forth on the first page hereof.

[Instruction: Insert parties’ signature blocks.]

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                                Schedule A

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                                Schedule B

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                                Schedule C

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                                Schedule D

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Description: This Customer Service and Call Center Agreement sets forth the terms and conditions for engaging the services of specified customer service call center services.  This document contains numerous standard clauses, as well as optional language to ensure the parties understandings are fully set forth within it.  This agreement should be used by a person or entity that wishes to engage the services of a customer service and call center.
This document is also part of a package Sales and Training Toolkit 10 Documents Included