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DocuSign Envelope ID:00D05599-14C3-451E-84B4-EDC8CADBDAFD <br /> submitted to the Company. Should Provider fail to perform the duties under the terms of this <br /> Agreement,Company may,without fault or penalty,withhold any payment associated with the work to <br /> be performed until such time as said work is completed. Based on the functional employment test(s) <br /> and services that have been identified below the price for the test(s)and services shall be: <br /> + Comprehensive Post Offer Functional Employment Test $125.00 <br /> + Comprehensive Fit for Duty Test per employee $125.00 <br /> + Partial Test $75.00 <br /> + No Show Fee(24 hour cancellation required) $75.00 <br /> + Job Analysis(per hour-maximum of 6 hours per job analyzed} $150.00 <br /> + POET creation per job title' $500.00 <br /> + Validation of POET per hour $150.00 <br /> + Work Conditioning initial 2 hours $150.00 <br /> + Work Conditioning-each additional hour $75.00 <br /> 2. Terms. The term of this Agreement shall be for a term of one (I)year, from the effective date of this <br /> Agreement july 1,2019 until June 30,2020. <br /> 3. Termination. This Agreement may be terminated by either Party hereto. The termination shall be <br /> effective five (5) business days after receipt of notice thereof. Receipt shall be deemed effective upon <br /> actual delivery to the noticed Party. Upon termination, COMPANY shall be responsible to pay for any <br /> employment tests that have actually been performed prior to the termination. <br /> 4. Ownership. All data and information generated by the WorkSTEPS Functional Employment Testing <br /> Program for Company shall be the property of WorkSTEPS and Company. WorkSTEPS shall use best <br /> efforts to keep such data or information in a legally compliant manner pursuant to all state or federal laws <br /> affecting such data or information. COMPANY may keep copies of data or information for use in its <br /> normal course of business, but COMPANY hereby agrees that should it have possession of any <br /> WorkSTEPS materials, forms,procedures,protocols, or information,that such shall be deemed proprietary <br /> and confidential and kept strictly confidential. COMPANY shall use best efforts to see that such is not <br /> utilized for any purpose that would reasonably be deemed in competition with WorkSTEPS. <br /> 5. Confidentiality. WorkSTEPS shall keep all information or materials received by COMPANY strictly <br /> confidential,and shall not divulge any such information or materials without the express written consent of <br /> COMPANY. <br /> d. Third Party Claims. In the event of any third party claims associated with the services provided under <br /> this Agreement, the arty receiving notice of the claim shall immediately inform the other party of such <br /> claim. WorkSTEPS and COMPANY shall timely make available to each other such information and <br /> assistance as reasonably requested in connection with the defense of any potential claim or action. <br /> 7. Release of Data. Notwithstanding any prohibition contained within this Section, WorkSTEPS or <br /> COMPANY may release data or information as contemplated herein should a state or federal court of law <br /> require it. WorkSTEPS may also release data or information received from the testing of COMPANY's <br /> employees for any legitimate business purpose, provided that (i) any personal information is kept <br /> confidential,and(ii)that all state and federal laws regarding such data or information are strictly followed. <br /> 8. Proprietary Marks. COMPANY acknowledges that is has been advised that WorkSTEPS believes the <br /> WorkSTEPS name, and its marks and proprietary software, protocols and testing process are federally <br /> trademarked and copyrighted. COMPANY agrees that WorkSTEPS proprietary software, protocols, <br /> processes, procedures, including modifications thereto, are, and shall be considered "proprietary" and <br /> "confidential information." WorkSTEPS confidential and proprietary information will be provided to <br /> COMPANY for the sole purpose of having the WorkSTEPS Provider provide functional employment <br /> testing services to the COMPANY. COMPANY acknowledges, agrees and confirms that COMPANY's <br /> disclosure or misappropriation of WorkSTEPS proprietary information could cause irreparable injury to <br /> 2 <br />