EXHIBIT 10.2
June 21, 2002
American Express Travel Related Services, Inc.
3 World Financial Center
AMEX Tower
New York, New York 10285
Attn: General Counsel's Office
Re: Pilot Third Amendment to the Marketing Agreement
dated as of March 10, 1998, as amended by letters
dated November 17, 1998 and April 11, 2000, by and
between American Express Travel Related Services
Company, Inc., Administaff, Inc., Administaff
Companies, Inc. and Administaff of Texas, Inc.
Dear Ladies and Gentlemen:
Reference is made hereby to the Marketing Agreement (the "Marketing
Agreement") dated as of March 10, 1998, as amended by letters dated November 17,
1998 and April 11, 2000 (the "First Amendment" and "Second Amendment"
respectively), by and between American Express Travel Related Services, Inc.
("AMEX"), Administaff, Inc. ("ASF DE"), Administaff Companies, Inc. ("ASF COMP")
and Administaff of Texas, Inc. ("ASF TX and together with ASF DE and ASF COMP,
collectively referred to herein as "ASF" or "Administaff"). By execution and
delivery of this letter agreement (the "Pilot Third Amendment"), the parties are
effecting an amendment to the Marketing Agreement on the terms set forth herein.
Capitalized terms used herein, but not defined, will have the meanings assigned
to such terms in the Marketing Agreement.
This Pilot Third Amendment sets forth the understandings of the parties
with respect to the matters set forth below:
1. Section 1 is hereby amended to add the following new definition in
alphabetical sequence:
"Corporate Services: means the division within American Express Travel
Related Services, Inc. dedicated to providing card and travel products
and services to companies internationally.
2. A new Section 4(a)(2)(A) is hereby added to read as follows:
AMEX agrees to include certain AMEX PEO Prospects that it deems a
component of its Middle Market Customer base ("Middle Market AMEX
Leads") as targets of the AMEX Marketing Activities described at
Section 4(a)(2). AMEX shall provide the Middle Market AMEX Leads to ASF
in the form of a list (the "Middle Market Lead List"). The parties
understand and agree that AMEX shall not be obligated to provide any
specific number of Middle Market AMEX Leads, and shall provide such
leads in its sole discretion.
3. A new Section 4(a)(2)(B) is hereby added to read as follows:
AMEX shall encourage its Middle Market sales force to generate Middle
Market AMEX Leads by referring such leads to ASF. The parties
understand and agree that the AMEX Middle Market sales force shall not
be obligated to provide any specific number of Middle Market AMEX Leads
to ASF, and shall provide such leads in its sole discretion. The
parties understand and agree that ASF shall not in any way offer
incentives to any members of AMEX's sales force team.
*** indicates material has been omitted pursuant to a Confidential Treatment
Request filed with the Securities and Exchange Commission. A complete copy of
this agreement has been filed separately with the Securities and Exchange
Commission.
ASF agrees to provide separate performance reports for leads generated
by Amex's Middle Market sales force.
4. A new Section 4(f) is hereby added to read as follows:
Telemarketing Activities: AMEX shall provide the Middle Market Lead
List to ASF telemarketers that ASF agrees will provide the services
described below: (the "Telemarketing Services")
Assign at least one telemarketer to concentrate on contacting companies
on the Middle Market List. Should it make sense to assign more, the
parties mutually agree to work together to do this; the telemarketer(s)
assigned to this list will be adequately trained as determined by AMEX
before calling.
o Use all commercially reasonable efforts to call the total
number of Middle Market Leads provided by AMEX, unless it is
mutually agreed otherwise.
o Work with AMEX on the script for the Middle Market Leads -
with AMEX having final approval on any and all scripts.
o Solely for the telemarketing services related to the Middle
Market Leads, Administaff shall abide by the guidelines
described at Exhibit A (the "Telemarketing Guidelines"). The
provisions contained in this Section 4(f) and the related
exhibits attached to this Agreement shall solely be related to
the Middle Market Leads and shall not in any way apply to
other leads provided to ASF by AMEX. Guidelines concerning
Leads other than the Middle Market Leads are set forth in the
Telemarketing Services Agreement between AMEX and Administaff
Services, LP dated January 1, 2002 (the "Telemarketing
Services Agreement"). Nothing in this Agreement shall amend
the Telemarketing Services Agreement. AMEX and ASF will work
together to determine an appropriate number of hours to be
called each week (or month), and AMEX will have final sign-off
on whatever number this is. All training will be provided in
accordance with this Pilot Third Amendment, including but not
limited to, the Telemarketing Guidelines. Payments from AMEX
to ASF for training and for the Telemarketing Services in
general are spelled out in Exhibit D, of this Agreement.
Notwithstanding anything herein to the contrary, AMEX shall
only be obligated to make the payments described herein if ASF
provides the Telemarketing Services in accordance with this
Pilot Third Amendment, including but not limited to, the
Telemarketing Guidelines.
Provide performance reports for telemarketing Leads from AMEX, as per
Exhibit A, Attachment 1, with the frequency provided therein. For the
pilot, ASF will meet the minimum performance standards outlined in
Exhibit B.
5. New Section 4(a)(2)(C) is hereby added to read as follows:
The Middle Market Leads provided by AMEX to ASF pursuant to Section
4(a)(2)(A) that eventually receive Services pursuant to a CSA shall
require ASF to pay AMEX a commission of $*** per month per employee for
a ***-Year Term. Such leads, provided by AMEX to ASF pursuant to
Section 4(a)(2)(A) shall *** in the total calculation of Commissionable
Leads under Section 7(a)(2) *** the calculation of Commission Bonus
under Section 7(a)(5).
6. New Section 4(a)(2)(D) is hereby added to read as follows:
The Middle Market Leads provided by AMEX to ASF pursuant to Section
4(a)(2)(B) that eventually receive Services pursuant to a CSA shall
require ASF to pay AMEX a commission of $*** per employee for a
***-Year Term. Such leads, provided by AMEX to ASF pursuant to Section
4(a)(2)(B) shall ***
-2-
in the total calculation of Commissionable Leads under Section 7(a)(2)
*** the calculation of Commission Bonus under Section 7(a)(5).
7. Section 5(a)(2) is amended and restated to read as follows:
Referral Activities: During the term of this Agreement, ASF agrees to
refer to AMEX all Clients generated each month within 30 days from the
end of such month for solicitation of the services and products of the
Corporate Services division of AMEX. ASF will work with AMEX to
identify referral candidates from ASF's current customer base to
provide to AMEX for solicitation of the services and products of
Corporate Services. ASF shall refer clients to AMEX pursuant to this
Section 5(a)(2) in its sole discretion.
8. A new Section 5(a)(2)(A) is hereby added to read as follows:
The referral by ASF to AMEX of Clients that become AMEX Customers due
to such referral shall require AMEX to pay ASF commissions based upon
the following schedule:
o $*** for referred AMEX Customers with an estimated charge
volume (as determined by AMEX standard procedures) in the
*** after the referral becomes an AMEX Customer of $***;
o $*** for referred AMEX Customers with an estimated charge
volume (as determined by AMEX standard procedures) in the
*** after the referral becomes an AMEX Customer of
$*** - $***; and
o $*** for referred AMEX Customers with an estimated charge
volume (as determined by AMEX standard procedures) in the
*** after the referral becomes an AMEX Customer of over
$***.
9. This Pilot Third Amendment is entered into for a period beginning upon
the execution of this Pilot Third Amendment and ending 90 days
thereafter (the "Pilot Termination Date").
10. Notwithstanding anything else herein to the contrary, the rights and
obligations identified in this Pilot Agreement shall only bind the
parties hereto in the following AMEX determined metropolitan areas
Houston, Los Angeles and San Diego.
11. This Pilot Third Amendment shall only extend beyond the Pilot
Termination Date, if mutually agreed to in writing.
12. Should the parties mutually agree in writing to extend the term of this
Pilot Third Amendment, then the parties agree to discuss the issuance
of performance based warrants to AMEX. Notwithstanding the preceding
sentence, nothing in this paragraph shall obligate ASF to issue any
such performance based warrants to AMEX. The decision to issue any such
performance based warrants will be made in ASF's sole discretion and is
subject to the approval of the ASF DE board of directors.
13. This Pilot Third Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be an
original, but all of which shall together constitute one and the same
instrument.
14. Except as modified by this Pilot Third Amendment, the Second Amendment
and the First Amendment, the Marketing Agreement shall continue in full
force and effect. The Marketing Agreement, the First Amendment, the
Second Amendment and the Pilot Third Amendment shall be read, taken and
construed as one and the same instrument.
-3-
15. This Pilot Third Amendment constitutes the entire agreement between the
parties with respect to the subject matter hereof and supersedes all
prior contemporaneous oral or written understandings or agreements
among the parties, which relate to the subject matter hereof.
16. This Pilot Third Amendment shall be binding upon and shall inure to the
benefit of and be enforceable by the parties hereto and their
respective successors and permitted assigns.
17. Upon the execution and delivery of this Pilot Third Amendment by the
parties hereto, this Pilot Third Amendment shall be and become a
binding agreement among the parties hereto in accordance with the terms
herein.
Very truly yours,
ADMINISTAFF, INC.
By: /s/ Jay E. Mincks
------------------------------------------------
Name: Jay E. Mincks
Title: Executive Vice President, Sales & Marketing
ADMINISTAFF OF TEXAS, INC.
By: /s/ Jay E. Mincks
------------------------------------------------
Name: Jay E. Mincks
Title: Executive Vice President, Sales & Marketing
ADMINISTAFF COMPANIES, INC.
By: /s/ Jay E. Mincks
------------------------------------------------
Name: Jay E. Mincks
Title: Executive Vice President, Sales & Marketing
Accepted and agreed to:
AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.
By: /s/ Greg Daniel
---------------------------------------
Name: Greg Daniel
TITLE: VICE PRESIDENT
-4-
EXHIBIT A
TELEMARKETING GUIDELINES
OUTBOUND SERVICES
The Fees include any and all services associated with telemarketing activities
including, but not limited to, the following:
Reporting:
Format, frequency and transmission method will be specified by AXP including
those reports specified in Attachment 1.
Administaff agrees to reasonably cooperate with AXP in the development and
implementation of AXP's Automated Channel Management process ("ACM"). Such
cooperation will include Administaff's submission via electronic transmission
of certain data elements identified by AXP in a format and frequency
requested by AXP, input for an ACM requirements document to be created by
AXP, consultation in the adjustment by AXP as necessary of any performance
standards or measures which may be impacted by ACM, and participation in
AXP's testing of ACM. Administaff will continue to perform its existing
reporting services until such time as ACM testing is completed to AXP's
satisfaction and the parties agree that ACM is ready for implementation. Upon
conclusion of testing and prior to implementation, AXP will finalize the ACM
requirements document and such document shall be incorporated by reference
into and made part of this Agreement. After implementation of ACM, AXP will
have no further obligation to continue to bear any costs for any existing
reporting which will be superseded by ACM reporting. If, during the course of
development and testing of ACM or after its implementation, either party
identifies any new data element(s) for reporting, the parties shall agree
upon a timeframe for implementation of reporting such element(s) via ACM
(consistent with any implementation process for new data elements which may
be included in the requirements document) and, in the meantime, Administaff
shall report such element(s) using the existing reporting process. Should any
of the foregoing activities with respect to ACM development and
implementation cause Administaff to incur additional costs, such costs shall
be apportioned between Administaff and AXP as they may agree.
Standard Programming:
All system development and any programming necessary to support ongoing
programs including enhancements or changes to existing programs requiring
less than 10 screen changes/additions per request, and any data table and
report modifications associated with such changes/additions. All existing
software applications which were developed for other clients but are not
proprietary to other clients will be available free of charge to AXP.
Screen Design and Modification:
Screen design for new programs and modification for ongoing programs.
Hiring and Training:
Hiring and training of new employees for ongoing programs as well as program
specific training to maintain the levels of service specified by AXP. In
addition, Administaff shall ensure that all Administaff employees working on
AXP programs complete AXP's "Basic Readiness/Information Protection"
training. Administaff shall track all training and uptraining sessions
completed on forms approved by AXP, obtain signatures on such forms from
employees who attend the sessions, and provide copies of such signed forms to
AXP on the first and third Monday of each month. All such employees must
complete a Bank Readiness/Information Protection assessment after training.
Team Leaders and Quality Analysts must have passing scores on such
assessments for the programs they supervise or monitor. All such assessments
shall be maintained in each employee's personnel file for as long as such
file is maintained by Administaff. Administaff shall develop training
curriculum materials for all new or test programs. Training materials will
include instructor guides, student guides, measurement and evaluation tools,
and computer based training programs developed, and other appropriate
materials. Administaff will develop training curriculum materials for any
program handled by Administaff for which no such materials have been
developed. Administaff will update training curriculum materials for all
programs to reflect any product or
-5-
program changes communicated to Administaff by AXP. All training materials
concerning AXP's products and services shall be subject to AXP's prior review
and approval.
Script Development & Alteration:
Development of all scripts, alterations in connection with system/screen
modifications and other alterations needed to maintain highest level of
service.
Remote Monitoring:
On-line, off-site monitoring capabilities (voice) for AXP to monitor ongoing
calls at any time without prearrangement independently via ISDN lines. Access
charge (telephone, data line usage) not included. Adequate technology
resource to support ISDN technology, and updated on-line seating charts.
Data Exchange/Management/Storage:
Including preparation of tapes and handling of tape exchanges and data
transmission between AXP/AXP designated third parties and Administaff, list
management (data manipulation, suppression, de-duping, etc.), data storage
and retrieval, maintenance of telephone numbers and source code matrix,
transmission of manual faxes. If dedicated date line is required for AXP data
transmission, AXP will pay the line usage.
Service Coverage:
Ability to meet schedules specified by AXP for programs (all days of the
week, all times of the day). (Attachment 2)
Account Management:
A single point of contact to handle day to day management of programs.
Administaff ensures the team has adequate resources to meet AXP needs.
Ad Hoc Mini Surveys:
Mini-surveys asking additional questions or collecting additional
information.
Dial Transfer:
Costs associated with transferring a call to an AXP Operating Center or third
parties designated by AXP (telephone usage not included).
Monitoring:
Monitoring will be conducted by qualified personnel, Administaff shall
monitor weekly a number of calls equal to 5 times the number of telephone
representatives assigned to AXP programs; provided, however, that each
telephone representative shall be monitored no less than 10 times per month.
In addition, Administaff shall monitor a minimum of 2 complete presentations
per week per telephone representative. A "complete presentation" requires the
telephone representative to pass the gatekeeper to attempt a sale with the
designated contact on a call list. These evaluations will be available both
individually and in a synthesized report format acceptable to AXP. Completed
individual evaluations reported to AXP must be signed by the telephone
representative.
Disaster Recovery:
Maintenance, updating and testing of Disaster Recovery Plan and back-up
system on a regular basis.
On the Job Training Support:
Experienced telephone representatives, supervisors, training specialists
and/or quality analysts to answer technical questions and provide performance
feedback for new telephone representatives assigned to AXP programs, for a
period of time to be agreed upon between AXP and Administaff (generally
between one and two weeks, but no less than one week for programs with
classroom training time of one week or greater) at a ratio not greater than
one experienced telephone representative/supervisor/training
specialist/quality analyst for every ten new telephone representatives.
Administaff shall monitor new telephone representatives at least 10 times per
week and provide to
-6-
AXP a weekly report of the results of such monitoring. Administaff shall
establish a certification process mutually agreed upon with AXP for
certification of new telephone representatives for AXP programs.
Certification shall take into account a representative's assessment and
monitoring scores during on the job training.
Documentation:
Administaff will provide and maintain detailed technical documentation
pertaining to each AXP program handled by Administaff, including the Middle
Market program. Documentation should be completed prior to program launch
unless approved otherwise by AXP. AXP shall have the right to prior review
and approval of all such documentation. Administaff shall make such
documentation available to AXP at any time upon AXP's request.
Document Retention:
Administaff shall maintain the following documents for the periods indicated:
<Table>
Individual Representative Monitoring Reports 12 mos.
Monitor "Results" Reports 13 mos.
Escalated Calls Report/Forms 12 mos.
Training Tracking Forms 3 yrs.
Health of Compliance Reports 3 yrs.
General Correspondence 13 mos.
</Table>
Individual Representative Monitoring Reports shall be filed by representative
and date. If a representative ceases employment with Administaff, such
Reports nevertheless shall be maintained by Administaff for the period
specified above.
Opt-Out:
ASF shall keep track of companies that select to opt-out. An excel file
containing i) the company name, ii) name of requester, and iii) [CID] shall be
emailed on a weekly basis by ASF to an AMEX Middle Market representative to be
designated by AMEX.
-7-
EXHIBIT A: ATTACHMENT 1
OUTBOUND REPORTING REQUIREMENTS FOR ADMINISTAFF
The following is a listing of the standard report elements required for
the Middle Market Leads outbound program. Reporting will be broken out
by AMEX List. Specifically, AMEX clients that are provided as part of
the Corporate Services Middle Market List will be reported on
separately from other AMEX lists that have been provided.
REPORT DATE: 9/6/2001 START DATE: 06-JUL-2001
CELL CODE: 070_3 DAYS DIALED: 40
GROSS LEADS: 5136
SUPPRESSED LEADS: 0
NET LEADS: 5136
<Table>
<Caption>
MON TUE WED THU FRI WTD MTD PTD %
-------- -------- -------- -------- -------- -------- -------- -------- --------
Calling Hours 0.00 3.61 4.30 3.77 0.00 11.68 11.68 338.08
Appointments 0 2 1 1 0 4 4 139
Number of employees 0 45 40 70 0 155 155 4674
Average number of employees 0 23 40 70 0 39 39 34
REFUSAL
Already with PEO Service 0 0 2 0 0 2 2 70 4.08%
Doesn't Have Time 0 1 2 1 0 4 4 42 8.16%
Early Hang Up 0 1 0 2 0 3 3 31 6.12%
Going Out of Business 0 0 0 0 0 0 0 5 0.00%
New Business 0 0 0 0 0 0 0 0 0.00%
Prefer to do it in-house 0 0 0 0 0 0 0 25 0.00%
Request Info Only 0 0 0 0 0 0 0 59 0.00%
Upset with mEx 0 0 0 0 0 0 0 11 0.00%
Can not afford 0 0 0 0 0 0 0 4 0.00%
Qualified not interested 0 1 1 3 0 5 5 71 10.20%
Not interested 0 5 7 5 0 17 17 395 34.69%
-------- -------- -------- -------- -------- -------- -------- --------
Total Refusals 0 8 12 11 0 31 31 713 63.27%
UNPRESENTABLES
Already met with Administaff 0 0 0 1 0 1 1 83 2.04%
Incorrect Industry 0 1 3 2 0 6 6 292 12.24%
Less than 10 employees 0 0 2 0 0 2 2 264 4.08%
Decision maker at other location 0 4 1 0 0 5 5 287 10.20%
Do not call 0 0 0 0 0 0 0 44 0.00%
Language barrier 0 0 0 0 0 0 0 7 0.00%
Wrong number 0 0 1 0 0 1 1 77 2.04%
Tri tones 0 0 0 0 0 0 0 81 0.00%
Already with Administaff 0 0 0 0 0 0 0 23 0.00%
Unable to reach 0 0 0 -1 0 -1 -1 4 -2.04%
TM Call Rejected 0 0 0 0 0 0 0 0 0.00%
-------- -------- -------- -------- -------- -------- -------- --------
TOTAL UNPRESENTABLES 0 5 7 2 0 14 14 1162 28.57%
Contacts 0 10 13 12 0 35 35 852 71.43%
Completes 0 15 20 14 0 49 49 2014
Contacts / Hour 0.00 2.77 3.02 3.18 0.00 3.00 3.00 2.52
Completes / Hour 0.00 4.15 4.65 3.71 0.00 4.19 4.19 5.96
Cost Per Order $ 0.00 $ 52.36 $ 124.80 $ 109.29 $ 0.00 $ 84.70 $ 84.70 $ 70.54
Total appointments / Hour 0.00 0.55 0.23 0.27 0.00 0.34 0.34 0.41
Conversion % 0.00% 20.00% 7.69% 8.33% 0.00% 11.43 11.43% 16.31%
List Penetration % 0.00% 0.29% 0.39% 0.27% 0.00% 0.95% 0.95% 39.21%
Contact Penetration % 0.00% 0.19% 0.25% 0.23% 0.00% 0.68% 0.68% 16.59%
Unworkable % 0.00% 33.33% 35.00% 14.29% 0.00% 28.57% 28.57% 57.70
</Table>
-8-
<Table>
<Caption>
TEAM RESULTS
- ------------------------------------------------------------------------------------------------------
HOURS CONTACT
TSR NAME DIALED SALES SPH CPO / HOUR TALK % CONV % OVERALL
- -------- ------ ----- ---- --------- ------- ------ ------ -------
GOALS 8.00 4 0.50 $ 60.00 6 50.00% 20.00%
- ------ ------ ----- ---- --------- ------ ------ ------ -----
bwl294 2.92 3 1.03 $ 28.16 5.48 65.41 18.75 1
aow407 6.80 6 0.88 $ 32.95 4.56 65.59 19.35 2
lfj674 7.73 5 0.65 $ 44.62 1.68 75.03 38.46 3
pwl937 6.40 3 0.47 $ 61.70 1.56 55.78 30.00 4
TEAM 53.46 24 0.45 $ 64.44 2.41 61.60 18.60 5
gpj117 4.82 2 0.41 $ 70.73 1.24 56.43 33.33 6
lll451 7.52 3 0.40 $ 72.50 3.72 63.43 10.71 7
mpw651 5.49 1 0.18 $ 161.11 1.64 63.02 11.11 8
vil653 5.54 1 0.18 $ 161.11 1.26 50.00 14.29 9
anw711 6.24 0 0.00 $ 0.00 1.44 55.61 0.00 10
</Table>
On a weekly basis, the key elements that need to be reported upon include:
Sample Report Data
<Table>
<Caption>
7/5 7/12 7/19 7/26 TOTAL
------- ------- ------- ------- -------
Calling Hours 1,804 2,481 2,481 2,965 22,669
Actual Calling Hours 2,000 2,387 2,342 2,552 14,886
Difference (To Date) 196 102 (37)
% of Goal (Hours) 111% 102.4% 99.5% 95.4%
Contacts Per Hour 7.00 7.00 7.00 7.00
Actual CPH (Weekly) 7.62 7.32 6.26 6.09
Actual CPH (To Date) 7.62 7.46 7.04 6.78
% of Goal (CPH) 108.9% 106.5% 100.6% 96.8%
Conversion Rate 13.1% 16.5% 18.3% 17.3%
Actual Conversion Rate (Weekly) 10.84% 16.40% 18.80% 17.14%
Actual Conversion (To Date) 10.8% 13.81% 15.35% 15.79%
% of Goal (Conversion) 82.9% 91.7% 94.6% 95.4%
Sales / Hour 0.92 1.15 1.28 1.21
Actual Sales / Hour (Weekly) 0.83 1.20 1.18 1.04
Actual Sales / Hour (To Date) .083 1.03 1.08 1.07
% of Goal (SPH) 90.2% 97.7% 95.1% 92.4%
Total Sales 1,652 2,865 3,170 3,590 27,443
Actual Sales (Weekly) 1,652 2,865 2,756 2,664 14,843
Actual Sales (To Date) 1,652 4,517 7,273 9,937
Difference (To Date) 0 0 -414 -1,340
% of Goals (Total Sales) 100% 100.0% 94.6% 88.1%
Leads / Hour 14 14 14 14
Actual Leads / Hour (Weekly) 22 19 13 11 0
Leads Used 25,256 34,734 34,734 41,510 317,366
Actual Leads Used 44,343 45,560 31,401 27,871
Lead Penetration 6% 15% 24% 34%
Actual Lead Penetration 10.5% 21.3% 28.8% 35.4%
</Table>
-9-
STANDARD OUTBOUND REPORTING ELEMENTS
Report format, distribution and frequency are to be jointly agreed upon during
the implementation phase.
<Table>
<Caption>
DESCRIPTION FREQUENCY
- ----------- ---------
Number of Dials made Daily
Number of Hours logged in making calls Daily
Dials per Hour (Calculation) Daily
Key Measures Reports Daily
Summary of Telemarketing Activity Weekly
Quality Measures Reports Weekly
Health of Compliance Reports Monthly
Summary of Telemarketing Activity Monthly
Training Issues Gap Analysis Reports Weekly
</Table>
-10-
EXHIBIT A: ATTACHMENT 2
SERVICE COVERAGE
STANDARD DIALING HOURS:
The dialing hours of this program will occur during the following time frames:
o 9AM until 5PM within the time zone being called
o Monday-Friday
o No Saturdays, Sundays
BLACKOUT DATES:
THE BLACKOUT DATES FOR THIS PROGRAM WILL COMPLY WITH STANDARD AMERICAN
EXPRESS TELEMARKETING PRACTICES.
A list of blackout dates will be supplied at the program start.
-11-
EXHIBIT A ATTACHMENT 3
PROGRAM LEVEL CLASSIFICATION
Programs are classified into three Levels based on the degree of complexity
associated with telephone representative's activities. Factors to be considered
are degree of scripting, product/service knowledge and various skills required
such as selling, analytical, problem-solving, etc.
This Middle Market program will be classified as a Level III (the highest level
of complexity).
-12-
EXHIBIT B: OUTBOUND PERFORMANCE STANDARDS
INPUT STANDARDS
Management Support: Administaff is to provide an adequate management team to
meet both qualitative and quantitative demands and appoint an individual to be a
single point of contact for AXP, in addition to a single point of contact at the
program level. This team shall include systems personnel for ongoing programs
and implementation support as well as systems development personnel for new or
migrating programs.
Telephone Representatives: Only those representatives dedicated to AXP programs
full time will be assigned to AXP programs. Representatives will not be allowed
to work on AXP programs on a shared basis with other clients' programs to the
extent feasible.
HANDLING STANDARDS
The following standards must be met for all outbound programs. (Attachment 1)
Accuracy of Information Provided: Information provided to AXP customers and
prospects by telephone representatives, including information on products,
benefits and promotional features, must be at least 98% accurate. Accuracy will
be measured monthly based on Administaff monitoring. AXP and Administaff will
participate in weekly calibration sessions to ensure that a consistent, mutually
agreeable scoring approach is applied. AXP may validate scoring results through
remote and/or on-site monitoring and/or scoring audits. If performance below 90%
accuracy occurs for three consecutive months or any four months in a
twelve-month period, AXP may terminate the Agreement immediately.
Accuracy of Information Recorded: For any program, data and information
collected and recorded by representatives, including name, phone number and
address, must be at least 98% accurate. Administaff will shadow monitor all
calls to ensure accuracy of information recorded. In the event that shadow
monitoring is not available, Administaff will conduct a back-end quality check
on all Administaff telephone monitors completed. Administaff will also conduct
back-end quality checks on 10% of all clerical transactions performed. Data
transmitted to New Accounts and database of AXP and third party designated by
AXP will be evaluated on the completeness of all relevant data fields as well as
accuracy. AXP will issue monthly reports based on the data received from
Administaff through daily data transmission. If performance below 90% accuracy
occurs for three consecutive months or any four months in a twelve-month period,
AXP may terminate the Agreement immediately.
In the event of a Disaster, Administaff shall be relieved from performing the
Services during the 72-hour period following the occurrence of the Disaster.
-13-
EXHIBIT B: ATTACHMENT 1
[INTENTIONALLY DELETED]
-14-
EXHIBIT C
INFORMATION PROTECTION REQUIREMENTS
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE AGREEMENT
("AGREEMENT") TO WHICH THIS EXHIBIT IS ATTACHED AND INCORPORATED INTO, AND IN
ADDITION TO AND NOT IN LIEU OF OTHER PROVISIONS IN THE AGREEMENT GOVERNING THE
TREATMENT OF AMEX DATA ("AXP DATA (AS DEFINED BELLOW)") BY ASF (REFERRED TO IN
THIS EXHIBIT AS "VENDOR"), VENDOR AGREES TO COMPLY WITH ALL OF THE PROVISIONS OF
THIS EXHIBIT AND TO CAUSE ALL VENDOR EMPLOYEES, AGENTS. REPRESENTATIVES,
SUBCONTRACTORS, OR ANY OTHER PARTY TO WHOM VENDOR MAY PROVIDE ACCESS TO OR
DISCLOSE AXP DATA TO COMPLY WITH ALL OF THE PROVISIONS OF THIS EXHIBIT.
"AXP Data" means all proprietary and confidential information of AMEX or its
subsidiaries, affiliates, or licensees (referred to in this Exhibit collectively
as "AXP") that is solely related to data concerning the Middle Market Leads that
is submitted to ASF by AMEX, including without limitation: 1) all information
defined as "Confidential Information," "Proprietary," or words to such effect in
the Agreement; and 2) all information regarding AXP customers, customer
accounts, customer names, addresses, social security numbers or any other
personal identifier, or any information derived therefrom; and 3) any and all
other information which by reason of its nature, source, use, or other
sensitivity would ordinarily be considered the confidential and proprietary
information of AXP.
1) Vendor warrants that, where required by applicable law, Vendor's
registrations with relevant regulatory bodies are current and adequate
for the services to be supplied under this agreement.
2) General.
a) All AXP Data remains at all times the sole property of AXP.
b) Vendor agrees to implement commercially reasonable measures
designed to ensure the security and confidentiality of AXP
Data, to protect AXP Data against any anticipated threats or
hazards to the security or integrity of AXP Data, and to
protect against unauthorized access to, or use of, AXP Data.
c) Vendor must not permanently enhance its own in-house lists or
files ("House Files") by using names, addresses, or any other
information, whether specified or inferred, that is part of or
obtained from the AXP Data.
d) Vendor must not retain all or any portion of the AXP Data, in
any manner whatsoever, nor permit any parent, subsidiary,
affiliate, third party, agent, employee or contractor, or
their respective agents or employees to retain any such
information, beyond the completion of performance of Vendor's
obligations under the Agreement.
e) Vendor must not use the AXP Data for any purpose other than
the purpose for which AXP Data was provided to Vendor as set
forth in the Agreement and must cause all Vendor employees,
agents, representatives, or any other party to whom Vendor may
provide access to or disclose AXP Data to limit the use of AXP
Data to that purpose.
f) Vendor agrees to comply with all applicable AXP security
policy standards and procedures as outlined in this Agreement.
g) Vendor must cause each Vendor employee who is granted access
to AXP Data to sign the Confidentiality and Workstation Rules
Agreement attached hereto, and Vendor must use commercially
reasonable efforts to cause each such employee to comply with
its terms.
3) Transfer to Third Parties.
-15-
a) Vendor must not disclose AXP Data to any subcontractor,
service provider, or any other third party ("Third Party")
without the prior approval of AXP.
b) Any transfer of AXP Data to a Third Party by Vendor shall be
for the sole purpose of fulfilling Vendor's obligations under
the Agreement.
c) Vendor must not assign, transfer, or otherwise disclose AXP
Data to a Third Party prior to causing the Third Party to
execute a binding document committing the Third Party to
comply with the Information Protection Requirements set forth
in this Exhibit.
4) Indemnity.
a) Vendor will indemnify AXP for any loss or misuse of AXP Data
by Vendor or its employees or by any Third Party to which
Vendor discloses AXP Data.
b) In the event of any actual or threatened unauthorized use or
disclosure of AXP Data by Vendor's employees or the employees
of any Third Party to which Vendor has disclosed AXP Data,
Vendor will notify AMEX of such actual or threatened
unauthorized use or disclosure and to provide reasonable
assistance to AMEX to enforce AMEX rights to prevent such
actual or threatened unauthorized use or disclosure.
5) Physical Security Controls. Vendor must document and maintain adequate:
a) Physical security controls over all vendor facilities where
AXP Data is filed or stored. Examples include appropriate
alarm systems, access controls (including off-hours controls),
visitor access procedures, security guard force, fire
suppression, video surveillance, and staff egress searches, as
appropriate under applicable law.
b) Trash disposal programs that provide for the secure disposal
of sensitive trash at all vendor facilities where AXP Data is
filed or stored. Sensitive trash is defined as any discarded
material that contains AXP Data.
c) Security and environmental controls over all computer rooms,
voice rooms and related equipment (UPS, climate control,
etc.), which will be used in conjunction with AXP Data,
including restricting access to only approved staff.
6) Data Security Controls. Vendor must document and maintain adequate:
a) Data security controls, such as but not limited to logical
access controls including user sign-on identification and
authentication, data access controls (e.g. password protection
of AXP applications, data files, and libraries),
accountability tracking, anti-virus software, secured
printers, restricted download to disk capability, and
provision for system backup. Vendor must ensure at each site
that once the data is downloaded to the secured server,
appropriate data controls are implemented and that no shared
environments exist with other businesses for all WANs, LANs,
network connections, dial-up connections, DASD, distributed
systems, or any other computer systems.
b) Retention processes and policies for all security data events
(i.e., reports) in accordance with legal and regulatory
requirements.
c) Controls in configuring and operating voice systems,
especially as regards fraudulent use of 800 numbers, PBX
switches, and other voice networks.
7) Disaster Recovery. ASF agrees to maintain appropriate disaster recovery
plans and shall periodically update and test its plan. In the event
ASF's disaster recovery plan is implemented and its normal business
-16-
operations are not restored within 90 days of such implementation, AMEX
may terminate this Third Amendment upon prior written notice to ASF.
8) Employees.
a) Vendor must, in accordance with applicable law, perform
background checks on all employees assigned to perform
Vendor's obligations under the Agreement.
b) Vendor's policies must require its employees to report
suspected violations of the Information Protection
Requirements set forth in this Exhibit and suspected
violations of Vendor's data security policies to Vendor
management for investigation and action.
c) Vendor must provide to AXP a listing of all employees assigned
to work on AXP business upon request.
d) Vendor must cooperate fully with AXP in any investigations of
possible fraudulent or unauthorized use or access of AXP Data
by Vendor's employees.
e) Vendor must implement and document consequence management
policies for violations of the Information Protection
Requirements set forth in this Exhibit and for violations of
Vendor's data security policies.
9) Audits and Inspections.
a) Vendor must document and provide to AXP copies of all internal
security policies and standards (including escalation
procedures for non-compliance) for AXP review upon execution
of the Agreement.
b) Vendor must allow scheduled and unscheduled on-site
inspections by AXP with notice during regular business hours.
c) Vendor must comply with all reasonable recommendations from
AXP that result from such inspections to meet these
Information Protection Requirements. Vendor must respond in
writing within thirty days to all recommendations that result
from on-site inspections by AXP.
d) Vendor must provide to AXP a copy of the most recent third
party data processing audit or review, as conducted by the
Vendor's external auditors. In addition, Vendor must provide
to AXP copies of any related audits that include data
processing activities within their scope from Vendor's
internal auditors.
10) Right to Monitor Data.
a) Vendor agrees to allow AXP to monitor the AXP Data in any
manner determined by AXP to prevent the improper or
unauthorized use of the AXP Data, and such monitoring may
include, but is not limited to, the use of decoy names and
addresses.
b) Vendor must not use any method to detect, alter, or eliminate
decoy names or information embedded by AXP in AXP Data.
11) Vendor Employees Access.
a) All Vendor employees accessing AXP's systems via a dial-up
connection must utilize AXP-owned or leased equipment and must
utilize approved authentication mechanisms with such
equipment.
-17-
b) Vendor must ensure that all of its employees who are users of
any AXP system will be fully informed (at least annually) of,
and monitored for adherence to, these Information Protection
Requirements.
12) Security Administration.
a) Vendor management personnel ("Vendor Security Administrators")
must retain sole responsibility for granting access to AXP
systems for all Vendor employees and users.
b) Vendor Security Administrators must document all procedures
for user ID requests, transaction authorization, and system
use.
c) Vendor Security Administrators must review all violation
and/or monitoring reports and take action as necessary to
prevent unauthorized access and use of AXP systems or AXP
Data.
d) Upon the change of job function, transfer, or termination of
any Vendor employee who has access to AXP systems or AXP Data,
Vendor must immediately delete the user ID of that Vendor
employee.
13. Account Access. Vendor must cause Vendor employees to access, make
maintenance changes to, or perform financial adjustments only on those
AXP accounts as required by their job responsibilities. In addition,
Vendor must cause Vendor employees to not access:
a) Their own account or any AXP Data regarding such employee for
any reason.
b) Another Vendor or AXP employee's account or any AXP Data
regarding such employee if Vendor's employee has personal
knowledge that the account or other AXP Data is regarding
another Vendor or AXP employee.
c) An account held by or regarding anyone Vendor's employees know
outside of work.
d) Any account or AXP Data that Vendor's employees are not
required to access as part of their job responsibility.
14) Access Management. Vendor must ensure that user IDs and passwords for
AXP systems will be controlled as follows:
a) Unique ("single user") ownership of user ID.
b) No "generic" or group user ID.
c) Immediate revocation or deletion of all access rights for any
terminated, leave of absence, or transferred Vendor employee.
d) Access rights to systems, transactions, screens, or data on a
"need to know", job function basis.
e) If a user ID is revoked, re-authentication and positive
identification of the user must occur before the user ID can
be reactivated.
f) Vendor must enforce the principle of segregation of duties.
15) Right to Monitor Access. Vendor agrees that all access to AXP systems
may be monitored at will by AXP for compliance with these Information
Protection Requirements.
-18-
16) Workstation Controls. Vendor must ensure all workstations which allow
access to AXP Data are controlled. All software used on any workstation
must be properly licensed and used in accordance with the applicable
license agreement. All software used must be approved by AXP. All such
workstations must be:
a) located in a physically segregated work area.
b) positioned to face away from any common areas of the facility
such as windows.
c) equipped with appropriate access control, including password
protected screen savers, and/or time-out after 10 minutes or
less of non-use.
d) configured with current anti-virus software, and provide a
mechanism to ensure that the anti-virus software is kept
current.
17) Activity Log. Vendor must log all activities by Vendor employees in
regards to accessing AXP Systems, including inquiries. This audit data
must be retained for one year.
18) Systems Security.
a) Vendor must document and maintain adequate:
i. Host-based intrusion detection capabilities to ensure
that successful attacks against the front-tier of
servers will be detected.
ii. On high risk server platforms, such as NT, host-based
intrusion detection mechanisms.
b) Vendor must perform maintenance access to production servers
over a protected, dedicated network between Vendor's corporate
offices and the production systems. Vendor must not perform
maintenance access to production servers over the Internet.
c) Vendor's systems network must be configured so that each
desktop and laptop machine and all inbound and outbound mail
servers have current anti-virus protection.
19) Operations Procedures.
a) Vendor must implement an adequate active load balancing system
that will transparently switch customers from a failed server
to a working one. Vendor must ensure that there is no single
point of failure in the production implementation of the
application.
b) Vendor must use a tape backup system and use a daily tape
transfer to a secure offsite data repository.
c) Vendor must put in place written procedures that cover the
following:
i. Configuration and change control management
procedures.
ii. Security patch and system update identification
procedures.
iii. Escalation procedures in the event of operational
failures, or an intrusion being detected.
20) Data Separation. Vendor must maintain all AXP Data logically separate
from other customers' data and identifiable as AXP Data. Physical
separation (i.e. separate servers) may be required in high sensitivity
cases as determined by AXP.
a) Control Datastores. [Not applicable.]
-19-
b) Remote Access Authentication. [Not applicable.]
c) Encryption.
d) 128-bit encryption (or higher) must be used when transmitting
and/or communicating AXP Data across the Internet. Any
communication of confidential information across the Internet
must use an encryption system that is acceptable to AXP.
Within the United States, 128-bit encryption using standard
protocols such as SSL, or 3DES are the minimum acceptable.
21) Development Separation.
a) Procedures must exist to separate the application development
process from the data it operates on.
b) Development staff must not have access to the production
servers; operations staff must not generally have access to
the development source.
c) Access controls on various servers must be used to ensure that
these policies are adhered to.
22. Data used in development and test systems must not contain direct
copies of production data under any circumstances.
-20-
CONFIDENTIALITY AND WORKSTATION RULES AGREEMENT
The individual specified below ("you" or "your"), in connection with
work performed for the company specified below ("Company") may have access to
trade secrets, confidential information, files, records and forms (collectively
"Confidential Information") of American Express Travel Related Services, Inc.
and its affiliates (collectively, "American Express"). Confidential Information
includes, but is not limited to, any information relating to American Express
Cardmember accounts ("Accounts"), American Express organizational structure,
marketing philosophy and objectives, project plans, data models, strategy and
vision statements, business initiatives, business requirements, systems design,
methodologies, processes, competitive advantages and disadvantages, financial
results, product features, systems, operations, technology, customer lists,
customer account information, product development, advertising or sales programs
and any other information which would give American Express an opportunity to
obtain an advantage over its competitors or which American Express is ethically
obligated to protect from unauthorized sources. None of such information shall
be deemed to be in the public domain.
American Express desires to protect its Confidential Information and
therefore requires that you agree, as a condition of your performing services
("Services") pursuant to American Express' agreement with Company, to safeguard
all Confidential Information and not to reveal Confidential Information to any
third party (including, without limitation, at conferences, seminars, meetings
of professional organizations or by publication in journals or granting of
interviews to journalists and other members of the news media) or use
Confidential Information for your own benefit or the benefit of any third party,
except to the extent necessarily required for your performance of Services.
You agree not to discuss Confidential Information in public places.
You agree that any work product produced or developed by you in the
performance of your Services shall constitute Confidential Information subject
to this Agreement and such work product is, and shall remain, the property of
American Express.
In connection with your use of American Express' computer workstations
and your access to American Express MIS systems, in addition to all other
provisions of this Agreement, you agree that:
o You will not access your own Account for any reason;
o You will not access another employee's Account if you have personal
knowledge that the account holder is an employee;
o You will not access any Account held by anyone you know outside of work;
o You will not access any Account that you are not required to access as part
of your performance of the Services.
You will sign off when you leave your workstation and sign back on when
you return, including, but not limited to, time away from your desk for breaks,
lunch, meetings, etc.
You will not give your password to any person and you are not to use
another person's password or identification number. Your password identifies you
to the system. The computer system tracks all entries that are made by the
person who makes them. If your password is used by anyone in a manner that
results in errors or fraud, you would be held accountable for the errors or
fraud.
All terminals are subject to monitoring and terminal monitoring may
occur simultaneously with telephone monitoring. In addition, you should
understand that all transactions in the system are recorded by the computer.
Printouts listing all transactions by a personal identification number and
password are monitored on a regular basis.
These rules are extremely important. Any employee who willfully
disregards these rules and regulations is subject to discipline, up to and
including discharge from employment.
You also agree to help safeguard American Express customers'
expectations of privacy by exercising diligence and care in the handling of
Confidential Information relating to them.
-21-
By signing below, you indicate that you understand the above terms and
that, as a condition of performing Services, you agree to adhere to them.
COMPANY:
- ----------------------- --------------------------- ----------------
Full Legal Name Your Name (Print) Date
--------------------------
Your Signature (Sign Here)
-22-
EXHIBIT D: OUTBOUND COMPENSATION
Rates:
Telemarketing Program Costs:
The following rates will be applied to outbound services for the first 14 weeks.
At the end of 14 weeks, the payment schedule will be reviewed and mutually
agreed upon by American Express and Administaff.
During the first 14 weeks, the rates are inclusive of all Administaff's costs
and expenses of providing outbound telemarketing services, including, but not
limited to, those services listed in Exhibit B, excepting those services listed
below as additional services.
<Table>
RATE SUMMARY
INITIAL PROGRAM START UP
Hourly Connection Rate $ 29.00
ADDITIONAL SERVICES (PER HOUR)
Training $ 15.50
Programming $ 75.00
STANDARD PROGRAM RUN
RATE SUMMARY:
To be determined at the end of Pilot.
</Table>
-23-