Services Agreement

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EXHIBIT 10.44
CALL CENTER SERVICES AGREEMENT
BETWEEN MCI WORLDCOM COMMUNICATIONS, INC.
AND RMH TELESERVICES INC.


This Agreement ("Agreement") is entered into as of March 16, 2001 ("Effective Date") by and between MCI WORLDCOM Communications, Inc. ("MCI") and RMH Teleservices, Inc. ("RMH")(referred together herein, as the "Parties" or separately, as a "Party").


RECITALS


WHEREAS, MCI is a telecommunications company that offers its customers a wide variety of telecommunications services and products;


WHEREAS, RMH is in the business of providing various sales, marketing and customer service support services to its clients;


WHEREAS, MCI desires to retain RMH to perform independent contractor services for MCI's telemarketing, customer service support and related telemarketing and customer service call center functions and RMH agrees to provide such services to MCI according to the terms of this Agreement;


NOW, THEREFORE, in consideration of the mutual provisions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, MCI and RMH hereby agree as follows:

1. DEFINITIONS. Defined terms shall have the meanings set forth in Schedule A
-----------
(Definitions). Defined terms not appearing in Schedule A shall have the
meaning set forth elsewhere in the Agreement.

2. SERVICE.
-------


2.1 Services Description. The call center services to be provided
--------------------
by RMH under the terms of this Agreement shall consist of (i)
handling and resolving inbound MCI telecommunication-related
customer service inquiries, and "up selling" MCI
telecommunication-related services to MCI Customers ("Customer
Service Call(s) or "Call(s)") whose calls are received and
routed via MCI's network platform to a customer service call
center; (ii) placing outbound telemarketing calls
("Telemarketing Call(s)" or "Call(s)") to MCI residential
consumer leads; and (iii) any other services as mutually agreed
upon by the Parties. These functions will collectively be
referred to as the "Services". The Services shall be offered in
English and Spanish with other languages to be added subject to
the Parties' mutual agreement.


2.2 Performance Standards. The Services provided by RMH shall be in
----------------------
accordance with MCI's Policiesand Procedures and the
performance standards used in determining Top Center Ranking
(Schedule B). RMH agrees to comply with all Policies and
Procedures received by it. RMH acknowledges receipt of Policies
and Procedures by delivery to the appropriate RMH Authorized
Individual. Policies and Procedures and performance standards
shall be modified by MCI from time to time at MCI's discretion.
All modifications will be consistent with the Policies and
Procedures and performance standards utilized by MCI for its
Internal Centers.


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2.3 Changes to Services. MCI may request RMH to change the Services
-------------------
being performed by RMH under this Agreement through a written
change request ("Change Request"). RMH shall endeavor in good
faith to advise MCI as to the most cost-effective and efficient
means of implementing such Change Request. Upon MCI's approval
of the costs and ramp-up schedule associated with the Change
Request(s), RMH shall implement the Change Request(s) and MCI
shall pay the appropriate charges, if any, in accordance with
the Change Request agreement(s) of the Parties, as confirmed in
a written amendment to this Agreement.

3. RMH'S OBLIGATIONS.
-----------------


3.1 Implementation Date. RMH agrees to have all necessary
--------------------
preparation measures completed on or before March 26, 2001 or a
later date if agreed upon by the Parties (the "Implementation
Date"), including, but not limited to, its facilities, staffing
and training, necessary to implement the Services.


3.2 Staffing. RMH shall provide all live support necessary to
---------
perform the Services at the Handle Minute Forecast and Work
Hour Forecast. Upon MCI's reasonable notice to RMH, RMH's
customer service support shall be available to operate eighteen
(18) hours a day, three hundred and sixty-five (365) days a
year. Customer service operations may be expanded to twenty-
four (24) hours a day subject to the Parties' mutual agreement.
RMH shall be capable of providing telemarketing services to MCI
from 8:00 a.m. to 9:00 p.m. local time of Customer called
Monday through Friday and 9:00 a.m. to 5:00 p.m. local time of
Customer called Saturday and Sunday, except as otherwise
restricted by applicable law. RMH shall be solely responsible
for hiring, managing, and compensating all CSRs, TMRs,
Supervisors, HR/Recruiters, and Center Management and
Administrative Personnel necessary to perform the Services. RMH
shall determine, and be solely responsible for meeting the
appropriate level of TMRs and CSRs necessary to provide the
Services at the Handle Minute Forecast and Work Hour Forecast
and in accordance with the performance standards and Policies
and Procedures.


3.2.1 Account Manager. RMH shall assign a RMH employee to be a
---------------
liaison between MCI and RMH, who will (i) submit material
and information requests to MCI; (ii) provide reasonable
access to RMH's staff to answer questions; and (iii)
provide schedules and plans to MCI for MCI's review
and/or approval.


3.2.2 RMH Operations Team. By the Implementation Date, RMH
--------------------
shall assign RMH personnel to a vendor operations team to
work with the MCI Operations Team on a regular basis (the
"RMH Operations Team"). Upon the departure of an RMH
Operations Team member for any reason during the term of
this Agreement, RMH shall be responsible for replacing
that individual with another qualified individual within
thirty (30) days of the departure date. The RMH
Operations Team is set out in Schedule F.


3.2.3 Compensation. RMH agrees to pay its employees performing
------------
the Services pursuant to the compensation grids set out
in Schedule G. If MCI, at its sole discretion, modifies
any of the Tables outlined in the compensation grids set
out in Schedule G, RMH shall have the right to modify
their telemarketing and customer service pricing
structure set out in Schedule C to cover those
modifications.


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3.3 Monitoring. Without prior notice to RMH, MCI shall have the right
----------
to monitor and record on-site at the RMH Centers and to monitor
and record remotely outside the RMH Centers, to the extent
permitted by law and at MCI's discretion, RMH's CSRs and TMRs
handling Calls and performing Services for MCI. MCI shall share
the results of its monitoring upon request by RMH. RMH agrees
that it will secure from all employees serving as CSRs or TMRs
under this Agreement written consent to be monitored by RMH and
MCI. In addition, RMH will, from time to time, or upon request by
MCI, notify MCI regarding RMH's current written policies
regarding monitoring of its CSRs and TMRs by its own personnel.


3.4 Facilities. RMH shall support the Services at its Houston, TX
----------
call center facility. RMH shall support additional MCI call
volume at mutually approved RMH call center locations (the "RMH
Centers"). RMH shall be responsible for all costs associated with
any decision RMH initiates to open a new call center or
consolidate or relocate any RMH Center with the exception that
MCI will be responsible for providing MCI Equipment and/or MCI
Software or MCI Proprietary Software. Any new, consolidated or
relocated RMH Center must be approved in advance by MCI.


3.4.1 MCI Facility Space. During the Term of this Agreement, RMH
------------------
agrees to provide MCI offices and cubes adequate to ensure
that MCI can perform its obligations under this Agreement.
Each designated work space should at a minimum include
three working phone lines and five analog lines.


3.4.2 Access. Subject to compliance with RMH's site and security
------
regulations, RMH shall provide MCI with unrestricted access
to that portion of the RMH Centers used to perform the
Services. This access shall (i) provide MCI with access to
adequate facilities at each of the RMH Centers to enable
MCI to do on-site monitoring; (ii) provide access to MCI
management; (iii) without prior notice to RMH, permit MCI
to conduct on-site inspections of RMH's Centers' training
sites and related areas if used by RMH to provide Services
for MCI; (iv) permit MCI to perform maintenance and related
work on MCI Equipment, MCI Software and MCI Proprietary
Software, as necessary in MCI's sole judgment, including
during off hours; and (v) upon reasonable advance written
notice to RMH, permit MCI to conduct tours of the RMH
Centers for other MCI personnel, Customers, and other MCI
approved individuals (excluding competitors of RMH).


3.5 Equipment. RMH shall provide, at its own expense, without
---------
limitation, all Center furnishings, voice/data wiring,
productive/training desktop computer hardware, and third party
applications consistent with MCI's requirements, as well as
workstations, facility security, T-1 connectivity to the RMH
network, and all other calling floor equipment and supplies and
other RMH equipment as set forth in Schedule D, necessary to
provide the Services, consistent with MCI technical standards of
which RMH has been notified, as they may change from time to
time. In the event RMH shall operate MCI Equipment, MCI Software
or MCI Proprietary Software, RMH shall do so only as directed by
MCI. RMH shall not upgrade, modify or otherwise alter MCI
Equipment, MCI Software or MCI Proprietary Software unless and
until MCI gives RMH such direction, with the exception of MCI
provided headsets, which RMH will be responsible for maintaining
and replacing as needed. RMH shall utilize MCI Equipment, MCI
Software and MCI Proprietary Software only for the performance of
Services for


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MCI. RMH agrees to make MCI whole for loss or damage to MCI
Equipment, MCI Software or MCI Proprietary Software provided by
MCI for use in the RMH Centers, to the extent such loss or damage
results from negligence or willful misconduct of an RMH
employee.


3.6 Telemarketing Data.
------------------


3.6.1 Data Consumption. RMH shall be responsible for "Thoroughly
----------------
Utilizing" the MCI Data and shall follow MCI's guidelines
with respect to MCI Data consumption. "Thoroughly
Utilizing" means that RMH's Call attempts (i.e., Calls
dialed) and Completes (leads dispositioned out of the
system by a TMR, i.e., not called again during a Call
Campaign) per Work Hour fall within plus or minus
[REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT] of the
Call attempts and Call completes per Work Hour achieved by the
Internal Centers .


3.6.2 Data Integrity. Data is defined as any information
--------------
relating to MCI Customers, including, but not limited to,
names, addresses, telephone numbers, and any accompanying
codes. Data is supplied for the specific purpose of
marketing MCI products and services and is not to be
copied without express written consent. Data elements are
not to be combined with or appended to any other data
source. Except as directed by MCI for purposes of this
Agreement, RMH may not record or retain the recording of
any Data, including but not limited to Data acquired from
Customers in the course of Calling (e.g., responses or
nonresponses re: contacts, disconnects or sales), nor may
RMH use the Data to derive any other information,
including, but not limited to, aggregate information above
the Customer level (e.g., by area code, exchange, zip code
or day of the week). Ownership of Data supplied and any
and all information derived from all activities associated
with the Data is solely MCI's. Upon termination or
expiration of this Agreement, RMH must obtain an MCI
authorized individual's certification of the destruction
and/or return of all Data files, including all
intermediate or derived files.


3.7 Sales Verification. MCI shall subcontract to a third party
------------------
verification vendor to independently verify all Sales resulting
from the Services provided under this Agreement. MCI shall be
solely responsible for determining procedures necessary for
complying with applicable federal, state and local laws and
regulations governing sales of telecommunications services. RMH
shall be responsible for following the procedures established by
MCI to enable it to comply with such regulations.


3.8 Escalations. RMH will be responsible for responding to
-----------
MCI's national escalations group ("NEC") regarding all Call
escalations originating from RMH Centers in the timeframe and
fashion outlined in the Policies and Procedures regarding
escalations. If the number of Agency Escalations directly caused
by Calls made by RMH CSRs or TMRs exceeds the MCI Internal Center
escalations rate by more than ten percent (10 %) in any two
months during the term of the Agreement, MCI has the right to
terminate the Agreement immediately for cause. In addition to the
indemnification obligations set forth in Section 13, RMH will be
financially liable for fifty percent (50%) of any fines or
penalties imposed by any Federal, state or local regulatory body
due to any negligent or intentional act or omission by RMH, or
breach of any provision of this Agreement, while providing
Services to MCI. RMH's liability under this Section 3.8 will be
limited to [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT]


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per occurrence, with a contract year limitation of liability of [REDACTED
DUE TO REQUEST FOR CONFIDENTIAL TREATMENT].


3.9 Gainsharing. RMH shall use good faith efforts to work with MCI to
-----------
increase the cost efficiency of the Services. Any savings
achieved through implementation of a Gainsharing concept
developed by MCI and/or RMH shall be shared evenly between MCI
and RMH. To qualify as a Gainsharing under this Agreement, RMH
shall forward a Gainsharing proposal to MCI outlining the
specific Service and Gainsharing methods RMH is proposing to
implement to achieve savings for RMH and MCI. MCI shall review
such Gainsharing proposal and, if acceptable to MCI, MCI shall
approve the Gainsharing proposal in writing. Prior to
implementation of a Gainsharing concept, MCI and RMH shall agree
on how to account for the savings achieved by the Gainsharing in
RMH's monthly billing. MCI and RMH shall work together to
implement and evaluate the Gainsharing method to achieve the
desired results of the Parties.

4 MCI OBLIGATIONS.
---------------


4.1 Annual Volume Commitment.
------------------------


4.1.1 Annual Handle Minute Commitment. Provided RMH is meeting
-------------------------------
Schedule Adherence standards each month, MCI agrees to an
Annual Handle Minute Commitment of [REDACTED DUE TO REQUEST
FOR CONFIDENTIAL TREATMENT] Handle Minutes for the time
period from April 1, 2001 through December 31, 2001 and
[REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT]
Handle Minutes per calendar year from January 1, 2002
through December 31, 2005. For any given month, if RMH does
not meet Schedule Adherence standards, MCI's Annual Handle
Minute Commitment will be decreased by the difference
between Handle Minutes Forecast and actual Handle Minutes
for that month.


4.1.2 Annual Work Hour Commitment. Provided RMH is meeting Work
---------------------------
Hour Forecasts each Cycle, MCI agrees to a Annual Work Hour
Commitment of [REDACTED DUE TO REQUEST FOR CONFIDENTIAL
TREATMENT] Work Hours for the time period from April 1,
2001 though December 31, 2001 and [REDACTED DUE TO REQUEST
FOR CONFIDENTIAL TREATMENT] Work Hours per calendar year
from January 1, 2002 through December 31, 2005. For any
given Cycle, if actual Work Hours are less than Work Hours
Forecast, MCI's Annual Work Hour Commitment will be
decreased by the difference between Work Hours Forecast and
actual Work Hours for that month.


4.2 Operational Coordination. MCI will be responsible for all aspects
-------------------------
of routing Customer Service Calls to RMH's Centers. For customer
service, MCI will provide to RMH schedules for staffing
requirements by Work Hour, with the staffing requirements to be
modified as necessary by MCI. For telemarketing service, MCI will
provide staffing requirements on a Cycle basis, with the staffing
requirements to be modified as necessary by MCI.


4.3 Handle Minute Forecast. MCI shall provide RMH with monthly Handle
----------------------
Minute Forecasts. Handle Minute Forecast equals the number of
Calls Handled, as determined by MCI at its discretion, multiplied
by an Average Handle Time, determined by MCI at its discretion.


4.3.1 Monthly Forecast. MCI shall supply RMH with a rolling
----------------
three-month Handle Minute Forecast, which MCI may revise at
any time prior to


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thirty (30) days before the first day of each month within
the three-month Handle Minute Forecast.


4.4 Work Hour Forecast. MCI shall provide RMH with a monthly Work
------------------
Hour Forecast for a rolling four-Cycle period. MCI may revise the
Work Hour Forecast at any time prior to fifteen (15) days before
the first day of each Cycle. The monthly Work Hour Forecast can
increase by up to the greater of [REDACTED DUE TO REQUEST FOR
CONFIDENTIAL TREATMENT] or [REDACTED DUE TO REQUEST FOR
CONFIDENTIAL TREATMENT] Work Hours, or decrease by up to the
greater of [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT]
or [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT] Work
Hours, based on the previous month's Work Hour Forecast, taking
into account work days and Seasonality.


4.5 Third Party Verification. MCI shall retain the third party
------------------------
verification vendor to independently verify sales under this
Agreement to identify Confirmed Line Sales.


4.6 Customer Communications. MCI shall provide RMH with MCI-approved
-----------------------
telemarketing scripts, MCI product information, and MCI-approved
responses to specific consumer requests or objections.


4.7 Training. MCI shall be responsible for all aspects of training.
--------
The amount and type of training will be determined at MCI's
discretion based on Segment (customer service) or Call Campaign
(telemarketing), and will include both classroom training and
ABay training.


4.7.1 Initial Training. MCI shall pay for Initial Training for
----------------
CSRs at a rate of [REDACTED DUE TO REQUEST FOR
CONFIDENTIAL TREATMENT] per Training Hour and for TMRs at
a rate of [REDACTED DUE TO REQUEST FOR CONFIDENTIAL
TREATMENT] per Training Hour for all new hires up to the
first [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT]
full-time equivalent ("FTE") productive CSRs and up to the
first [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT]
FTE productive TMRs. Thereafter, should MCI require the
addition of FTEs, the Parties will mutually agree upon the
amount of additional Initial Training MCI shall pay for.
Any additional Initial Training will be at the same rates,
and under no circumstances shall MCI be responsible for
training expenses attributable to Attrition.


4.7.2 Ongoing Training. MCI will provide training that consists
----------------
of an average of[REDACTED DUE TO REQUEST FOR CONFIDENTIAL
TREATMENT] hours per month per FTE CSR during a twelve
(12) month period. In the event MCI requires ongoing
customer service training to exceed [REDACTED DUE TO
REQUEST FOR CONFIDENTIAL TREATMENT] hours per FTE CSR in
any given calendar month, MCI shall compensate RMH
[REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT] per
Training Hour for each Training Hour exceeding the
[REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT]
hours per calendar month per FTE CSR. MCI will provide
training that consists of an average of [REDACTED DUE TO
REQUEST FOR CONFIDENTIAL TREATMENT] hours per month per
FTE TMR during a twelve (12) month period. In the event
MCI requires ongoing telemarketing training to exceed
[REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT]
hours per FTE TMR in any given calendar month, MCI shall
compensate RMH [REDACTED DUE TO REQUEST FOR CONFIDENTIAL
TREATMENT] per Training Hour for each Training Hour
exceeding the [REDACTED DUE TO REQUEST FOR CONFIDENTIAL
TREATMENT] hours per calendar month per FTE TMR.


4.7.3 Attrition. RMH shall not pass on any expenses to MCI for
---------
RMH's training of CSRs or TMRs to cover Attrition. To the
extent that Attrition directly results from involuntary
terminations or necessary transfers caused by an MCI
initiative that results in a variance of monthly Handle
Minutes or Work Hours by greater than [REDACTED DUE TO
REQUEST FOR CONFIDENTIAL TREATMENT], any subsequent ramp-
up training needed as a result of such Attrition will be
at MCI's expense.


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4.8 Equipment and Software. MCI shall provide, maintain and operate
----------------------
at its own expense, hardware, software and connectivity needed to
ensure that the RMH Centers properly interface with MCI's
databases. MCI will provide the Houston, TX Center, at its own
expense, all proprietary enhanced software for the handling of
Calls (the "MCI Proprietary Software") and all other MCI Software
listed in Schedule D. MCI shall also be responsible for providing
MCI Equipment listed in Schedule D. MCI will provide, within the
NT environment, and to the extent possible on the OS2 platform,
appropriate conductivity to the RMH network through a firewall to
be installed and maintained by MCI. The firewall will allow
access to specific IP addresses designated by RMH and approved by
MCI. Upon termination of this Agreement RMH shall return all MCI
Equipment, MCI Proprietary Software and MCI Software to MCI upon
MCI's request at MCI's cost, which cost must be approved in
advance by MCI.


4.8.1 MCI shall install and maintain, with on-site MCI
personnel, the Equipment listed in Schedule D. MCI shall
also install, but not maintain, initial head sets.


4.9 MCI Personnel.
-------------


4.9.1 MCI Operations Team. MCI shall assign an MCI Operations
-------------------
Team including technical support personnel at the Houston,
TX RMH Center to work with RMH during the Term of this
Agreement. MCI shall be responsible for the MCI Operations
Team and other MCI personnel, including oversight of MCI's
own quality assurance and monitoring efforts, operation of
MCI's Equipment, MCI's Proprietary Software and MCI's
Software and for costs associated with MCI's management
staff. MCI personnel when present in RMH's Centers shall
observe RMH's safety and security procedures. The MCI
Operations Team is set out in Schedule F.


4.10 Telecommunication. MCI shall provide, at its sole cost, T-1
-----------------
facilities required for 800 inbound telecommunication access and
wide area network connectivity necessary for RMH to perform the
Services, as well as all connectivity required to allow RMH to
perform outbound telemarketing for MCI. RMH shall provide, at its
sole cost, telecommunication facilities and connectivity
necessary to perform any services in an RMH Center for any entity
other than MCI.

5. Payment Provisions.
------------------


5.1 Customer Service and Telemarketing Compensation. MCI shall
-----------------------------------------------
compensate RMH monthly as set forth in Schedule C.


5.2 Monthly Invoices. RMH will invoice MCI monthly for the prior
----------------
month's Services within [REDACTED DUE TO REQUEST FOR CONFIDENTIAL
TREATMENT] business days after the close of the prior month. Upon
receipt of the monthly invoice, MCI will process any undisputed
invoice through electronic wire transfer to the RMH-designated bank
within [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT] days. In
the event that MCI, in good faith, disputes all or any portion of the
charges reflected on the invoice, MCI shall pay the undisputed portion
of the invoice and notify RMH within [REDACTED DUE TO REQUEST FOR
CONFIDENTIAL TREATMENT] days as to the particulars of the dispute.
Both Parties shall make a good faith effort to resolve any disputes
within [REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT] days of
receipt of MCI's notice.


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5.3 Annual Volume Commitment Shortages/Invoicing. In the event MCI
--------------------------------------------
does not meet the Annual Volume Commitment during a twelve (12)
month period, RMH shall invoice MCI for any shortage, within
[REDACTED DUE TO REQUEST FOR CONFIDENTIAL TREATMENT] days after
the close of the last month in the twelve (12) month period. Upon
receipt of the Annual Volume Commitment invoice, MCI shall
process the undisputed portion of the invoice through electronic
wire transfer to the RMH-designated bank within [REDACTED DUE TO
REQUEST FOR CONFIDENTIAL TREATMENT] days. In the event that MCI,
in good faith, disputes all or any portion of the Annual Volume
Commitment invoice, MCI shall pay the undisputed portion of the
invoice and notify RMH within [REDACTED DUE TO REQUEST FOR
CONFIDENTIAL TREATMENT] days as to the particulars of the
dispute. Both Parties shall make a good faith effort to resolve
any disputes within [REDACTED DUE TO REQUEST FOR CONFIDENTIAL
TREATMENT] days of receipt of MCI's notice.


5.4 Taxes. MCI shall be responsible for the payment of sales, use or
-----
other taxes now or hereafter imposed on the Services by Federal,
state or local governments where such tax is either expressly
specified as a liability of a user or the custom is that the user
pays such tax.


5.5 Pricing Changes. The Parties agree that should minimum wage
---------------
requirements directly impacting the CSRs and TMRs performing
Services under this Agreement increase more than [REDACTED DUE TO
REQUEST FOR CONFIDENTIAL TREATMENT] over minimum wage as of the
Implementation Date, the Parties will mutually agree to modify
RMH's telemarketing and customer service pricing structure set
out in Schedule C to cover that increase.

6. EXCLUSIVITY OF SERVICES.
-----------------------


6.1 During the term of this Agreement, and with respect to the Houston,
TX Center only, RMH shall not house RMH personnel assigned to
perform Services pursuant to this Agreement in the same RMH Center
where RMH is providing services for an MCI Competitor or any other
entity, without MCI's written approval (which may be granted or
withheld at MCI's sole discretion).


6.2 During the term of this Agreement and for a period of three (3)
months following the earlier of either the expiration or
termination of this Agreement pursuant to Section 8, RMH shall not
assign any RMH personnel assigned to perform the Services to
perform services for an MCI Competitor, except with MCI's written
approval (which may be granted or withheld at MCI's sole
discretion) or, with respect to