2018-251-E Human Resources - Select Physical Therapy

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DocuSign Envelope ID: EAE3745D -23C6- 4352- A3D7- 9903DCB5D084 submitted to the Company. Should Provider fail to perform the duties under the terms of this Agreement, Company may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. Based on the functional employment test(s) and services that have been identified below the price for the test(s) and services shall be: ♦ Comprehensive Post Offer Functional Employment Test $125.00 1 Comprehensive Fit for Duty Test per employee $125.00 r Partial Test $75.00 t No Show Fee (24 hour cancellation required) $75.00 ♦ Job Analysis (per hour- maximum of 6 hours per job analyzed) $150.00 ♦ POET creation perjob title $500.00 r Validation of POET per hour $150.00 4 Work Conditioning initial 2 hours $150.00 r Work Conditioning -each additional hour $75.00 2. Terms. The term of this Agreement shall be for a term of one (1) year, from the effective date of this Agreement July 1, 2018 until June 30, 2014. 3. Termination, This Agreement may be terrninated by either Party hereto. The termination shall be effective five (5) business days after receipt of notice thereof. Receipt shall be deemed effective upon actual delivery to the noticed Party. Upon termination, COMPANY shall be responsible to pay for any employment tests that have actually been performed prior to the termination. 4. Ownership. All data and information generated by the WorkSTEPS Functional Employment Testing Program for Company shall be the property of WorkSTEPS and Company. 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. COMPANY may keep copies of data or information for use in its normal course of business, but COMPANY 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. COMPANY shall use best efforts to see that such is not utilized for any purpose that would reasonably be deemed in competition with WorkSTEPS, 5. Confidentiality. WorkSTEPS shall keep all information or materials received by COMPANY strictly confidential, and shall not divulge any such information or materials without the express written consent of COMPANY. 6. Third Party Claims. In the event of any third party claims associated with the services provided under this Agreement, the party receiving notice of the claim shall immediately inform the other party of such claim. WorkSTEPS° and COMPANY shall timely make available to each other such information and assistance as reasonably requested in connection with the defense of any potential claim or action. 7. Release of Data. Notwithstanding any prohibition contained within this Section, WorkSTEPS or COMPANY 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 COMPANY'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. 8. Proprietary Marks. COMPANY 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. COMPANY 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 COMPANY for the sole purpose of having the WorkSTEPS Provider provide functional employment