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Page 2 of 11 <br />WCSR 33289183v5 <br /> <br />1.6 “OnlinePHQ®” system means LESI’s patented and proprietary software and system which collects <br />data from applicants, analyzes data and generates reports to Client based on biodata from applicant <br />information. <br />1.7 “Agency Administration Interface” means that portion of the onlinePHQ® system under which <br />Client may open user accounts, generate passwords and instruction letters, track Applicants’ progress, and <br />download Reports. <br />1.8 “Reports” means LESI’s proprietary reports provided to Client as listed on Exhibit B. <br />2. Scope of Work. The scope of services being provided under this Agreement is described generally <br />below, and more specifically identified on Exhibit A attached hereto. The parties agree that LESI’s <br />services and products to be provided pursuant to this Agreement are as expressly set forth on Exhibit A. <br />Any additional services requested by Client are subject to LESI’s customary rates and will be billed as an <br />additional charge. <br />2.1 onlinePHQ®. The scope of services includes Client’s use of LESI’s onlinePHQ® for pre-offer <br />screening of Applicants by Client. Such use shall be in accordance with the terms and conditions of this <br />Agreement and with applicable laws, rules, and regulations. <br />2.2 Comprehensive Psychological Evaluation. The scope of services also includes performance <br />of a post-offer, pre-employment Comprehensive Psychological Evaluation of Applicants, upon request by <br />Client. Only Applicants to whom Client has made offers of employment will be candidates for the <br />Comprehensive Psychological Evaluation. <br />3. License. Subject to the terms and conditions of this Agreement, LESI grants Client a non- <br />exclusive, non-transferable, limited License to use onlinePHQ®, and all published documentation related <br />thereto and provided to Client by LESI solely for its internal operations on the Certified Computers. <br />4. Implementation. LESI shall use its commercially reasonable efforts to make the onlinePHQ® <br />system available on Client’s Certified Computers within thirty (30) days after execution of this <br />Agreement. Client is responsible for providing all necessary computer hardware, software for accessing <br />the internet, high speed data connection and support to access onlinePHQ® and download onlinePHQ® <br />reports via the internet. LESI will issue the browser certificates based on the pricing listed on Exhibit C. <br />Client acknowledges that LESI will not issue any onlinePHQ® Reports unless and until an Applicant has <br />completed the onlinePHQ® questionnaire, and for the Comprehensive Psychological Evaluation, has <br />completed post offer testing and face-to-face interview with an LESI-provided psychologist. <br />5. Term and Termination <br />5.1 Term. This Agreement shall commence on the Effective Date and continue for an initial period <br />(the “Initial Term”) of one (1) year unless earlier terminated as provided below. Upon expiration of the <br />Initial Term and any Renewal Term (as defined below), this Agreement may be renewed for up to two, <br />separate one (1) year renewal periods (each such one-year renewal period being a “Renewal Term”) upon <br />mutual agreement of the parties to each such Renewal Term, and on such terms and conditions for each <br />such Renewal Term as the parties may agree. The Initial Term and all Renewal Terms are, collectively, <br />the “Term.” <br /> <br />DocuSign Envelope ID: CE11723F-4BB9-4722-9ABC-90069CC20D28