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2 <br /> <br />and up-to-date job analyses help ensure that employment decisions are based on objective, sound, individual, <br />and job specific information. Likewise, accurate and up -to-date job analyses helps ensure that no individual <br />or group of individuals is discriminated against. COMPANY agrees to enter into an agreement in the form <br />attached hereto as Exhibit “1” with the Analyst that will perform the job analysis. <br /> <br />2. Terms. The term of this Agreement shall be from February 5th, 2024 through June 30th, 2025. <br /> <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 actual <br />delivery to the noticed Party. Upon termination, COMPANY shall be responsible to pay for any employment <br />tests that have actually been performed prior to the termination. <br /> <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 efforts <br />to keep such data or information in a legally compliant manner pursuant to all state or federal laws affecting <br />such data or information. COMPANY may keep copies of data or information for use in its normal course of <br />business, but COMPANY hereby agrees that should it have possession of any WorkSTEPS materials, forms, <br />procedures, protocols, or information, that such shall be deemed proprietary and confidential and kept strictly <br />confidential. COMPANY shall use best efforts to see that such is not ut ilized for any purpose that would <br />reasonably be deemed in competition with WorkSTEPS. <br /> <br />5. Confidentiality. WorkSTEPS shall keep all information or materials received by COMPANY strictly <br />confidential and shall not divulge any such information or materia ls without the express written consent of <br />COMPANY. <br /> <br />6. Third Party Claims. In the event of any third-party claims associated with the services provided under <br />this Agreement, the party 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 /> <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 /> <br />8. Proprietary Marks. COMPANY acknowledges that it 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 testing <br />services to the COMPANY. COMPANY acknowledges, agrees and confirms that COMPANY’s disclosure <br />or misappropriation of WorkSTEPS proprietary information could cause irreparable injury to WorkSTEPS, <br />and COMPANY hereby expressly agrees that it will not use the confidential and proprietary information <br />provided to COMPANY, except for the express purposes described in this Agreement. <br /> <br />9. Protected Health Information. WorkSTEPS may receive from Company health information that is <br />protected under applicable state and/or federal law, including without limitation, protected health information <br />(“PHI”) as defined in the regulations at 45 C.F.R. Parts 160 and 164 (the “Privacy Standards”) promulgated <br />pursuant to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”). WorkSTEPS agrees <br />not to use or disclose (or permit the use or disclosure of) PHI in a manner that would violate the requirements <br />of the Privacy Standards if the PHI were used or disclosed by Company in the same manner. WorkSTEPS <br />shall use appropriate safeguards to prevent the use or disclosure of PHI other than as expressly permitted <br />under this Agreement. <br /> <br />DocuSign Envelope ID: FFA73DD9-C106-407B-89D5-4182E5B591FE