2014-573-E HR - Job Ready Services, LLC for the WorkSTEPS Testing Program for Workplace Fitness For Duty and Functional Capacity Testing for Certain Work Groups $15,000

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DocuSign Envelope ID: Al E64657- B4BC- 4CBD- BBDE- 98475BE11255 employees or WorkSTEPS licensed Providers associated with the delivery of these services to COUNTY. 6. Insurance: The Provider and WorkSTEPS shall obtain, at its sole expense, all insurance needed to adequately insure itself during the performance of these services as required by the County's Risk Management Policy. 7. Indemnity: The Provider and WorkSTEPS agrees to defend, indemnify, and hold harmless Orange County from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable attorney's fees) arising from bodily injury, including death, to any person or persons or damage to or destruction of any property caused in whole or in part by any negligent or intentional act or omission on the part of the Provider or WorkSTEPS. 8. Compliance with Laws: The Parties agree that they will comply with all federal and state laws in the compliance of this Agreement. County acknowledges that the County is responsible for making employment decisions concerning any post- employment candidates' or current employees' suitability for employment or continued employment and for making decisions concerning reasonable accommodations. 9. Termination: This Agreement may be terminated by either Party upon written notice to the other Parties. Receipt shall be deemed effective upon actual delivery to the noticed Party. Upon termination, COUNTY shall be responsible to pay for any employment tests that have actually been performed prior to the termination. 10. Confidentiality: The Provider and WorkSTEPS shall keep all information or materials received from the COUNTY strictly confidential, and shall not divulge any such information or materials without the express written consent of COUNTY. Notwithstanding any prohibition contained within this Section, The PARTIES may release data or information as contemplated herein should a state or federal court of law require it. WorkSTEPS may also release data or information received from the testing of COUNTY's employees for any legitimate business purpose, provided that (i) any personal information is kept confidential, and (ii) that all state and federal laws regarding such data or information are strictly followed. 11. Trademark, Copyright and Proprietary Information: COUNTY acknowledges that is has been advised that WorkSTEPS believes the WorkSTEPS name, and its marks and proprietary software, protocols and testing process are federally trademarked and copyrighted. COUNTY agrees that WorkSTEPS proprietary software, protocols, processes, procedures, including modifications thereto, are, and shall be considered "proprietary" and "confidential information." WorkSTEPS confidential and proprietary information will be provided to COUNTY for the sole purpose of having the WorkSTEPS Provider provide functional employment testing services to the COUNTY. COUNTY acknowledges, agrees and confirms that COUNTY's disclosure or misappropriation of WorkSTEPS proprietary information could cause irreparable injury to WorkSTEPS, and COUNTY hereby expressly agrees that it will not use the confidential and proprietary information provided to COUNTY, except for the express purposes described in this Agreement except as provided below. All data and information generated by the WorkSTEPS Functional Employment Testing Program for COUNTY shall be the property of WorkSTEPS and COUNTY. WorkSTEPS shall use best efforts to keep such data or information in a legally compliant manner pursuant to all state or federal laws affecting such data or information. COUNTY may keep copies of data or information for use in its normal course of business, but COUNTY hereby agrees that should it have possession of any WorkSTEPS materials, forms, procedures, protocols, or information, that such shall be deemed proprietary and confidential and kept strictly confidential. COUNTY shall use best efforts to see that such is not utilized for any purpose that would reasonably be deemed in competition with WorkSTEPS.