Outsourcing Call Center Support

MASTER AGREEMENT FOR

OUTSOURCING CALL CENTER SUPPORT



THIS AGREEMENT (this "Agreement"), dated as of _____ _______, 1998, is between priceline.com LLC, a Delaware limited liability company with offices located at Five High Ridge Park, Stamford, Connecticut 06905-1325 (herein "PRICELINE"), and CALLTECH Communications, Incorporated, with offices located at 4189 ArlingGate Lane, Columbus, Ohio 43228 (herein "CALLTECH").



WHEREAS, PRICELINE is engaged in several businesses including the business of selling airline travel services through its Internet site priceline.com (the "Site") and through its toll-free telephone number 800-PRICELINE (the "Toll-Free Number"); and



WHEREAS, PRICELINE desires to retain the services of CALLTECH to provide customer support and telemarketing services to customers and potential customers of PRICELINE's airline travel business (each, a "Customer"), and CALLTECH 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, the parties hereby agree as follows:



ARTICLE 1.

ENGAGEMENT OF CALLTECH; DESCRIPTION OF SERVICES



SECTION 1.1. ENGAGEMENT OF CALLTECH



Subject to the terms and conditions of this Agreement, PRICELINE hereby retains CALLTECH to provide the Customer support and telemarketing services set forth below (collectively, the "Services"), and CALLTECH hereby accepts such engagement.



(a) CALLTECH will provide PRICELINE inbound teleservice support for PRICELINE Customers who have purchased airline tickets through the Site. CALLTECH will provide such services in accordance with the specifications set forth on SCHEDULE A at tached hereto and made a part hereof (collectively, the "Inbound Teleservices").



(b) In addition to the Inbound Teleservices, CALLTECH will provide inbound telemarketing services for Customers using the Site and/or the Toll-Free Number t o complete airline ticket request transactions with PRICELINE. CALLTECH will provide such services in accordance with the specifications set forth on SCHEDULE B attached hereto





PRIVATE/PROPRIETARY

-------------------

CONTAINS PRIVATE AND/OR PROPRIETARY INFORMATION. MAY NOT BE USED OR

DISCLOSED OUTSIDE PRICELINE.COM LLC AND CALLTECH COMMUNICATIONS,

INCORPORATED EXCEPT PURSUANT TO A WRITTEN AGREEMENT







and made a part hereof (the "Inbound Telemarketing Services" and, together with the Inbound Teleservices and any other services provided by CALLTECH pursuant to paragraphs (c) and (d) of this Section 1.1, being collectively referred to herein as the "Services").



(c) During the Term (as hereinafter defined) of this Agreement, CALLTECH shall, at the option of PRICELINE, provide outbound up-sell telemarketing services to Customers on terms and conditions to be agreed upon in good faith by the parties.



(d) CALLTECH will also provide such additional related services as set out in this Agreement (herein "Related Services") including, without limitation, the following:



1.1.1. CALLTECH agrees to notify PRICELINE on a daily basis of any information required by PRICELINE's Customers. The parties agree that PRICELINE is responsible for fulfilling such requests. Should CALLTECH's notice obligation significantly interfere with its primary Service activities, CALLTECH will notify PRICELINE. T he parties agree that upon such notice, they will work cooperatively toward an amicable solution.



1.1.2. CALLTECH agrees to provide PRICELINE with such information and reports related to Services created by the CALLTECH telephone system. The initial list of reports are set forth on SCHEDULE C annexed hereto and made a part hereof. Additiona l reports, as agreed to by the parties, shall be provided by CALLTECH during the Term and shall be deemed included on SCHEDULE C annexed hereto effective as of the date agreed to by CALLTECH and PRICELINE. Report topics may include performance, users, appl ications and lost Contacts (as hereinafter defined), among others.



1.1.3. As set forth in SCHEDULES A and B annexed hereto, CALLTECH agrees to allow PRICELINE, through reasonable mechanisms to be made available by CALLTECH to PRICELINE, to monit or CALLTECH's service handling of Contacts for Products (as hereinafter defined), provided that this activity doesn't significantly interfere with primary Service activity. PRICELINE agrees to provide CALLTECH with any and all information, reports, or fee dback related to Service quality, which are created by the monitoring of Contacts.



SECTION 1.2. PRODUCTS



CALLTECH will provide the Services for all airline related goods and services offered by PRICELINE through the Site and the Toll-Fr ee Number (collectively, the "Products"), and any other products related thereto as designated from time to time by









PRIVATE/PROPRIETARY

-------------------

CONTAINS PRIVATE AND/OR PROPRIETARY INFORMATION. MAY NOT BE USED OR

DISCLOSED OUTSIDE PRICELINE.COM LLC AND CALLTECH COMMUNICATIONS,

INCORPORATED EXCEPT PURSUANT TO A WRITTEN AGREEMENT







PRICELINE (the "Related Products"). All terms and conditions herein apply to the Products and the Related Products. If Related Products (other than any usual and customary updates, upgrades, new versions, extensions or evolutionary developments to the Products as would typically be expected to occur in products and services such as th e Products) are introduced during the Term of this Agreement, PRICELINE shall provide reasonable advance notice of and information about such additional Related Products to CALLTECH to enable CALLTECH to inform and train its CSRs (as defined in SCHEDULE A a nnexed hereto) as necessary and appropriate to provide quality Services with respect to such additional Related Products. The provision of any Services for such additional Related Products by CALLTECH may require an adjustment of the fees set forth on SCH E DULE F annexed hereto, but only if the additional Related Products designated by PRICELINE are of a nature so as to require materially more (or materially different and more expensive) resources from CALLTECH in order for CALLTECH to provide quality Servi ces meeting the performance metrics set forth in this Agreement.



SECTION 1.3. HOURS OF OPERATION



(a) CALLTECH 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 SCHEDULE A annexed hereto).



(b) CALLTECH shall provide the Inbound Telemarketing Services twenty-four (24) hours per day, seven (7) days per week, 365 days per year commencing on the Telemarketing Launch Date (as defined in SCHEDULE B annexed hereto).



SECTION 1.4. FACILITY



CALLTECH will utilize its support facility at 4189 ArlingGate Lane, Columbus, Ohio (the "Facility") for delivery of Services for the Products. The Facility will be equipped with telephone systems, computer systems, and various CALLTECH support an d call monitoring tools, such as documentation and knowledge bases, to be used in the delivery of the Services. CALLTECH shall bear all expenses of operating the Facility, including all expenses for equipment and systems necessary to connect to any telecom munications circuits or facilities utilized by PRICELINE to bring calls to the Facility. SCHEDULE C annexed hereto and made a part hereof identifies the minimum capabilities CALLTECH shall maintain with respect to the Facility.









PRIVATE/PROPRIETARY

-------------------

CONTAINS PRIVATE AND/OR PROPRIETARY INFORMATION. MAY NOT BE USED OR

DISCLOSED OUTSIDE PRICELINE.COM LLC AND CALLTECH COMMUNICATIONS,

INCORPORATED EXCEPT PURSUANT TO A WRITTEN AGREEMENT







ARTICLE 2.

SERVICE LEVELS



SECTION 2.1. DEFINITIONS; SERVICE LEVELS



2.1.1. CALL DEFINITIONS:



ACTUAL HANDLING TIME: Shall mean (i) in the case of an Inbound Call (as

hereinafter defined) by a CSR or an outbound Customer callback, the

time that is measured from when the call is physically answered by the

CSR or the PRICELINE Customer respectively until the call is physically

terminated; and any additional wrap up work performed related to such

call prior to becoming physically available to receive the next Inbound

Call or to make the next Customer callback, and (ii) in the case of an

Automated Call (as hereinafter defined), the time that is measured from

when the caller enters the CallTech Voice Response Unit (VRU) until

such caller leaves the VRU.



AUTOMATED CALL: Shall mean an Inbound Call that is delivered to an

electronic voice message rather than to a CSR as the means of providing

Services as described in this Agreement.



CONTACT: Shall mean a support incident, defined as a single in-coming

support request via telephonic voice (a "Voice Contact"), fax or

written or electronic correspondence (an "E-mail Contact") regarding

any Product.



INBOUND CALL: Is defined as a call that has physically arrived to

CALLTECH's Interactive Voice Response Unit (an "IVR") or similar system

by way of PRICELINE's IVR or other mechanism for the purpose of

providing Services as described in this Agreement.



MAXIMUM HOLD TIME: Shall be measured from the time an Inbound Call is

placed in a call group queue, prior to being physically delivered and

answered by a CSR or an automated voice response unit (a "VRU").



SECTION 2.2. SERVICE LEVELS



SCHEDULE E annexed hereto and made a part hereof sets forth the performance requirements of CALLTECH applicable to its handling of Inbound Calls, Contacts and the Actual Handling Time for Inbound Calls for all Services.









PRIVATE/PROPRIETARY

-------------------

CONTAINS PRIVATE AND/OR PROPRIETARY INFORMATION. MAY NOT BE USED OR

DISCLOSED OUTSIDE PRICELINE.COM LLC AND CALLTECH COMMUNICATIONS,

INCORPORATED EXCEPT PURSUANT TO A WRITTEN AGREEMENT







SECTION 2.3. ESCALATION PROCEDURE



PRICELINE recognizes that there may be instances where CALLTECH will not be able to resolve a Customer Contact without PRICELINE's assistance. P romptly following the execution of this Agreement, both parties will mutually agree to an escalation procedure for resolving support problems that require PRICELINE's technical personnel and/or a PRICELINE third party vendor. PRICELINE agrees to provide n ecessary and timely resources to CALLTECH to enable CALLTECH to resolve escalated problems in a timely manner. Examples of such resources include documentation, knowledgebase, escalation process, hardware, software and support technicians.



SECTION 2.4. CUSTOMER CALLBACKS



CALLTECH agrees that in the event a CALLTECH CSR is unable to resolve a support incident during an Inbound Call, the CSR will make all reasonable efforts to contact the Customer as soon as possible with the solution. All telecommunications costs for these callbacks shall be borne by Priceline. In the event Priceline selects to be billed on a per-call basis, these callbacks shall be considered a billable call.



SECTION 2.5. CALL LENGTH



PRICELINE and CAL LTECH recognize that the amount of time a CSR spends on an individual voice Contact can impact both Service levels and fees. PRICELINE's expected average call length for Products is set out on SCHEDULE E annexed hereto. If CALLTECH experiences any signifi cant increase in call length, CALLTECH agrees to notify PRICELINE and will work toward determining how to accommodate the increase by either modifying the Service level or increasing the staff as mutually agreed.



ARTICLE 3.

PRICELINE TOOLS, TELECOMMUNICATIONS AND TRAINING



SECTION 3.1. PRICELINE TOOLS



PRICELINE agrees to provide CALLTECH with sufficient copies of Products and related materials, including, but not limited to, copies of so ftware, documentation, licenses and Product information as reasonably necessary to provide Services for the Products. CALLTECH acknowledges that its use of such tools may be subject to the terms of license agreements required by PRICELINE or its third par t y suppliers, and CALLTECH agrees to abide by all the terms and conditions of such licenses in connection with its use of such tools. PRICELINE shall only be obligated to supply one copy of any documentation or other such written materials relating to any such tools, and CALLTECH may make such









PRIVATE/PROPRIETARY

-------------------

CONTAINS PRIVATE AND/OR PROPRIETARY INFORMATION. MAY NOT BE USED OR

DISCLOSED OUTSIDE PRICELINE.COM LLC AND CALLTECH COMMUNICATIONS,

INCORPORATED EXCEPT PURSUANT TO A WRITTEN AGREEMENT







number of copies (and only such number of copies) of such materials as are necessary for it to provide Services hereunder.



SECTION 3.2. TELECOMMUNICATIONS



PRICELINE assumes all expenses related to the sending of Contacts to CALLTECH, including provision of telecommunication lines and the bearing of network costs associated with routing Inbound Calls to the Facility. CALLTECH is responsible for properly equipping the Facility with the necessary hardware to receive and handle Contacts as required by this Agreement.



SECTION 3.3. TRAINING



PRICELINE will provide one copy of necessary t raining materials to CALLTECH on all versions and aspects of Products that are unique or specific to PRICELINE's services at no charge to CALLTECH. CALLTECH trainers at CALLTECH's Facility will provide training for CALLTECH CSRs, unless otherwise agreed t o in writing by the parties. Training will be delivered based on technical documentation for all aspects of the Products which are unique or specific to PRICELINE's services and all updates, upgrades and revisions thereto required to provide the Services w i ll be provided to CALLTECH by PRICELINE at no charge to CALLTECH. CALLTECH agrees to use said documentation for Service purposes only. CALLTECH agrees to use all training materials for training and support purposes for the Services only. CALLTECH agrees t o provide standard CALLTECH support training to its employees at the Facility, which shall include (at a minimum) training on the standard types of underlying hardware, operating system and application (e.g., browser) software required or typically used in conjunction with the Products. PRICELINE shall have the right to review and approve the level of proficiency to which the CSRs are to be trained by CALLTECH to facilitate the performance of quality Services, which approval shall not be unreasonably withhe l d. Except in an emergency and upon consultation with PRICELINE, CALLTECH shall not assign CSRs to provide Services hereunder unless they have received adequate training as approved by PRICELINE and otherwise meet the requirements applicable to CSR's as se t forth on SCHEDULES A and B annexed hereto.



ARTICLE 4.



SECTION 4.1. FEES FOR SERVICE



CALLTECH agrees to perform the Services for the fees set forth on SCHEDULE E annexed hereto and made a part hereof. Except as provided in Section 5.1 of this Agreement, such fees cannot be modified by CALLTECH.









PRIVATE/PROPRIETARY

-------------------

CONTAINS PRIVATE AND/OR PROPRIETARY INFORMATION. MAY NOT BE USED OR

DISCLOSED OUTSIDE PRICELINE.COM LLC AND CALLTECH COMMUNICATIONS,

INCORPORATED EXCEPT PURSUANT TO A WRITTEN AGREEMENT







SECTION 4.2. PAYMENT



Com mencing with the end of the month of the Telemarketing Launch Date and each month thereafter during the Term (as hereinafter defined), CALLTECH will provide PRICELINE with a monthly itemized statement for the Services rendered during the preceding monthly period. In addition, CALLTECH will bill and PRICELINE will pay for Related Services and such other charges as are provided for herein on an as incurred basis (along with its regular monthly invoice). PRICELINE will pay net thirty (30) days from receipt of each invoice in United States dollars. If PRICELINE is delinquent in the payment of any invoice, and fails to remedy the delinquency within thirty (30) days after written notice of delinquency is received by PRICELINE, PRICELINE shall be obligated to pay l ate charges in a total amount not to exceed one and one-half percent (1 1/2%) per month on the unpaid balance of any undisputed portion of the invoice which is unpaid. In the event of a dispute with regard to a portion of any invoice, the disputed portion may be withheld until resolution of the dispute but any undisputed portion shall be paid as provided herein.



SECTION 4.3. RECORD KEEPING



CALLTECH agrees to keep accurate books of account and records (in accordance with generally accept ed 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 CALLTECH for a period of three (3) years after termination or ex p iration of this Agreement. Upon reasonable notice of not less than thirty (30) days, PRICELINE 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 in f ormation contained in any invoice or the amount of fees for Services paid to all CALLTECH hereunder. The parties agree that any dispute as to the fees paid to or charged by CALLTECH for the Services that can not be resolved by the parties shall be settled by arbitration as provided in Section 7.11 of this Agreement.



SECTION 4.4. TAXES



CALLTECH shall be solely responsible for the preparation and submission to applicable authorities of its CSRs' or other employees' income tax and FICA for ms and the payment of all of such persons' salaries, employer contributions and employee benefits. PRICELINE shall be solely responsible for all applicable federal, state and local taxes and charges arising out of or related to sales of the Products and a n y such taxes shall be assumed and paid for by PRICELINE. CALLTECH and PRICELINE shall be solely responsible for the preparation and submission to applicable authorities of their respective federal, state and local income taxes attributable to income deriv ed by each such party in connection with the subject matter of this Agreement.









PRIVATE/PROPRIETARY

-------------------

CONTAINS PRIVATE AND/OR PROPRIETARY INFORMATION. MAY NOT BE USED OR

DISCLOSED OUTSIDE PRICELINE.COM LLC AND CALLTECH COMMUNICATIONS,

INCORPORATED EXCEPT PURSUANT TO A WRITTEN AGREEMENT







ARTICLE 5.

TERM OF AGREEMENT



SECTION 5.1. 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 on e (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 herei n (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, CALLTECH may change the prices and terms on which Services will be provided by providing at l e ast one hundred twenty (120) days prior written notice to PRICELINE (the "Fee Notice Period"). PRICELINE shall have the right, in its sole discretion, to reject such changes and, in such case, this Agreement shall automatically terminate without penalty t o either party upon expiration of the Fee Notice Period.



SECTION 5.2. CONDITIONS FOR TERMINATION BASED ON NON-PERFORMANCE



5.2.1. PRICELINE may terminate this Agreement without penalty if CALLTECH fails to meet any of its performance o bligations hereunder or otherwise commits a breach of any term or provision of this Agreement and fails to cure the same within thirty (30) days after written notice from PRICELINE. This Agreement shall automatically terminate forthwith without notice in t he event CALLTECH's liabilities exceed its assets, or if CALLTECH is unable to pay its debts as they become due, or files or has filed against it a petition in bankruptcy, for reorganization or for the adoption of an arrangement under any present or futur e bankruptcy, reorganization or similar law (which petition if filed against CALLTECH shall not be dismissed within sixty (60) days from the filing date), or if CALLTECH makes a general assignment for the benefit of its creditors or is adjudicated a bankru pt, or if a receiver or trustee of the CALLTECH's business or all or substantially all of the CALLTECH's property is appointed, or if CALLTECH discontinues its business.



5.2.2. Any default claimed by CALLTECH against PRICELINE which cannot be re solved by negotiation between the parties shall be referred to binding arbitration by CALLTECH as provided in Section 7.11 of this Agreement, and CALLTECH shall not be entitled to terminate this Agreement or suspend, in whole or in part, the performance o f its obligations hereunder on account of any such breach pending outcome of the arbitration.









PRIVATE/PROPRIETARY

-------------------

CONTAINS PRIVATE AND/OR PROPRIETARY INFORMATION. MAY NOT BE USED OR

DISCLOSED OUTSIDE PRICELINE.COM LLC AND CALLTECH COMMUNICATIONS,

INCORPORATED EXCEPT PURSUANT TO A WRITTEN AGREEMENT







SECTION 5.3. TERMINATION FOR CONVENIENCE



PRICELINE 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 CALLTECH. In such event, PRICELINE shall pay an early termination fee to CALLTECH to co m pensate CALLTECH for all costs and expenses actually and reasonably incurred by CALLTECH for personnel and equipment engaged in providing Services to PRICELINE at the time of termination until such resources are either discharged or re-deployed by CALLTEC H to provide services for other parties (but in any event for a period not to exceed sixty (60) days after termination). CALLTECH will promptly and in good faith attempt to re-deploy such resources as soon after termination as possible so as to reduce the a mount of such early termination fee payable by PRICELINE to the extent reasonably possible. In no event shall the total amount of such termination fee exceed the amount billed to PRICELINE for the Services (excluding any Related Services) provided in the month immediately preceding the giving of the notice of termination by PRICELINE.



ARTICLE 6.

INDEMNITY; LIABILITY AND DISCLAIMERS; INSURANCE



SECTION 6.1. INDEMNIFICATION BY CALLTECH



S ubject to the limitations of liability set forth in Section 6.3.2 of this Agreement, CALLTECH agrees to indemnify and save harmless PRICELINE and its affiliates, and their respective officers, directors, shareholders, members, partners, employees, agents a nd other personnel, from any liabilities, causes of action, lawsuits, penalties, damages, claims or demands (including the costs and expenses and reasonable attorneys' fees on account thereof) that may be made: (i) by any person or entity for injuries or d amages of any kind or nature (including but not limited to personal injury, death, property damage and theft) resulting from or relating to (x) the negligent or willful acts or omissions of CALLTECH, those of persons or entities furnished by CALLTECH, or C ALLTECH's employees, CSRs, agents or subcontractors, (y) the use of CALLTECH's Services furnished hereunder, (ii) CALLTECH's breach of this Agreement or its failure to perform any obligation hereunder, or (iii) by any employee or former employee of CALLTE C H or any of its CSRs, agents or subcontractors for which CALLTECH's liability to such person or entity would otherwise be subject to payments under state workers' compensation or similar laws. CALLTECH, at its own expense, agrees to defend PRICELINE, at P R ICELINE's request, against any such liability, cause of action, lawsuit, penalty, claim, damage or demand. PRICELINE agrees to notify CALLTECH promptly of any written claims or demands against PRICELINE for which CALLTECH is responsible hereunder. The for egoing indemnity shall be in addition to any other indemnity obligations of CALLTECH set forth in this Agreement.









PRIVATE/PROPRIETARY

-------------------

CONTAINS PRIVATE AND/OR PROPRIETARY INFORMATION. MAY NOT BE USED OR

DISCLOSED OUTSIDE PRICELINE.COM LLC AND CALLTECH COMMUNICATIONS,

INCORPORATED EXCEPT PURSUANT TO A WRITTEN AGREEMENT







SECTION 6.2. INDEMNIFICATION BY PRICELINE



Subject to the limitati ons of the liability provisions of Section 6.3.2 of this Agreement, provided that CALLTECH cooperates with PRICELINE, PRICELINE agrees to indemnify and hold CALLTECH and its affiliates, and their respective officers, directors, shareholders, members, part n ers, employees, agents and other personnel, harmless from any loss, liability, damages or costs based on the operations of any Products or any infringement by the Products of any patent or proprietary ri ...