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MASTER AGREEMENT FOR SERVICES

This Master Agreement for Services (“Agreement”) effective ______ (“Effective Date”) is by and between PeopleFacts, Inc. (“PeopleFacts”), a Delaware corporation, with an address located at 480 W Dussel Drive, Suite 100, Maumee, Ohio, 43537, and __________ (“Customer”), a _________, with an office located at __________.

1. Services.  Customer will purchase and PeopleFacts or its designated affiliate (“PeopleFacts Affiliate”) will provide services as defined in each Schedule (“Services’).  Only the PeopleFacts Affiliate that executes the Schedule shall be responsible for such Schedule.  UNDER NO CIRCUMSTANCES WILL CUSTOMER USE THE SERVICES PROVIDED PURSUANT TO THIS AGREEMENT AS THE BASIS FOR TESTIMONY AS A WITNESS IN LITIGATION NOR OFFER THE SERVICES, IN WHOLE OR IN PART, IN EVIDENCE.

2. Fees and Invoicing.  PeopleFacts or its Agent will invoice Customer for the Services delivered and Customer agrees to pay PeopleFacts within twenty five (25) days of the date of each invoice.  Invoices not paid on time shall be considered past due and are subject to late charge of 1.5% of total outstanding per month, or $25.00 whichever is greater.

3. Term and Termination.  Unless otherwise stated in the Schedules, the term of this Agreement shall begin on the Effective Date and shall be in effect for an initial term of 1 year. Client agrees to use PeopleFacts as their primary provider of employment screening reports during this term. This Agreement will automatically renew for successive 1 year term unless Client provides written notice of termination to PeopleFacts, by certified mail at least 60 days prior to renewal date. 

4. Confidentiality.  

(a)  Definition of Confidential Information.  For purposes of this Agreement, “Confidential Information” means, but is not limited to, any non-public information that a party reasonably considers to be of a confidential, proprietary or trade secret nature.  Confidential Information shall also include any and all information provided by the receiving party on behalf of the disclosing party.  Confidential Information shall not include information which: (i) as of the time of its disclosure or thereafter becomes part of the public domain through no fault of the receiving party; (ii) was rightfully known to or independently developed by the receiving party prior to the time of its disclosure; (iii) is subsequently learned from a third party not under confidentiality obligation to the disclosing party; (iv) was in the receiving party’s possession before receipt from the disclosing party; (v) is disclosed by the receiving party with the disclosing party’s prior written approval; and (vi) is required to be disclosed pursuant to a duly authorized subpoena, court order, or government authority, provided that the receiving party has provided prompt written notice and assistance to the disclosing party prior to such disclosure so that such party may seek a protective order or other appropriate remedy to protect against disclosure.

(b) Protection of Confidential Information.  Both parties agree to protect Confidential Information and may only disclose such information to its employees having a need to know and who are otherwise bound by confidentiality obligations at least as restrictive as those contained in this Agreement.  Both parties shall use the same care to prevent disclosure of the other party’s Confidential Information as it uses with respect to its own Confidential Information.  Further, both parties shall only use Confidential Information to the extent necessary to perform its obligations set forth in this Agreement.  The receiving party will not reproduce the disclosing party’s Confidential Information in any form except as required to accomplish the intent of this Agreement.

(c) Safeguarding of Information Involving Use of Nonpublic Personal Information.  Both parties shall comply with Title V of the Gramm-Leach-Bliley Act, 15 U.S.C. § 6801 et. seq. (the “GLB Act’) and the implementing regulations, applicable state law including Massachusetts Regulation 201 CMR 17.00 and will not use or disclose any nonpublic personal information (“Information”) furnished to the other except in accordance with the GLB Act or the Fair Credit Reporting Act 15 U.S.C. § 1681b (“FCRA”).  Both parties represent that they have established and maintain appropriate measures designed to meet the objectives outlined in applicable regulations establishing standards for the safety and soundness of consumer information.  The parties have in place written information security programs (WISP) designed to ensure the security and confidentiality of the Information, to protect against any anticipated threats or hazards to the security or integrity of the Information and to protect against unauthorized access to or use of such Information.  Customer shall maintain due diligence and information security procedures, which meet or exceed standard industry practice, to safeguard and secure the Information, including but not limited to ensuring that any data Customer receives from PeopleFacts will be securely maintained and transmitted.  Customer acknowledges that it has received a copy of the PeopleFacts Access Security Requirements as posted on the PeopleFacts website. Customer agrees to comply with such requirements, as may be modified from time to time.

(d) Security Breach of Confidential Information.  The parties shall notify the other party within 24 hours, and agree to cooperate fully, in the event of any unauthorized access, any loss, or unauthorized disclosure of any Confidential Information, including without limitation, customer or employee information under the control of either party.  Except as may be required by law, the parties agree to take no action with respect to notification of such unauthorized access to Confidential Information without the other party’s express consent and according to specific instruction.

(e) Proper Disposal of Consumer Information.  Both parties represent that in accordance with the FCRA and other applicable regulations that they have implemented reasonable measures to protect against unauthorized access or use of the information in connection with the disposal of consumer information.

5. Use/Data Security.  Customer will do nothing to alter the Services and will use the Services only as authorized in this Agreement.  Customer waives all claims to any ownership right to all of the Services and intellectual property of PeopleFacts.  Customer agrees not to dissemble, decompile, manipulate, or reverse engineer the Services.  If Customer uses a third party to access the Services, Customer is responsible for the third party’s use of such Services.  All other rights to the Services not expressly granted herein by PeopleFacts are reserved.

6. Limitation of Liability.  Unless otherwise stated in the Schedules(s) or to the extent not prohibited by applicable law, IN NO EVENT SHALL PEOPLEFACTS, ANY PEOPLEFACTS AFFILIATES, OR ANY OF THE RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, OR DIMINUTION OF VALUE OF THE PROPERTY, LOSS OF USE OR INTERRUPTION OF BUSINESS OR ANY OTHER COMMERCIAL DAMAGES ARISING OUT OF OR RELATED TO CUSTOMERS USE.  Unless otherwise stated in the Schedule(s), the maximum liability of PeopleFacts in connection with any Services provided shall not exceed an amount equal to the price paid by Customer for such Services.

7. Right to Audit. During the term of this Agreement, either party may audit the other party’s policies, procedures and records that pertain to this Agreement to ensure compliance with this Agreement upon reasonable notice and during normal business hours.  Commencing on the sixth month of the term the customer shall be assessed a monthly Data Security Fee.

8. General Provisions.

(a) Successors and Assigns. Neither party may assign this Agreement or any of the rights hereunder or delegate any of its obligations hereunder, without written consent of the other Party, and any such attempted assignment shall be void, except that PeopleFacts or any permitted PeopleFacts assignee may assign any of its rights and obligations under this Agreement (including, without limitation, any individual Schedule or SOW) to any PeopleFacts Affiliate, the surviving corporation with or into which PeopleFacts or such assignee may merge or consolidate or an entity to which PeopleFacts or such assignee transfers all, or substantially all, of its business and assets.

(b) Entire Agreement/Amendment.  This Agreement and any accompanying Schedule(s) constitutes the entire agreement between the parties and supersedes all prior oral or written agreements or representations.  No modification of this Agreement (including any additional or different terms) shall be binding unless agreed to in writing.  In the event of any inconsistencies between this Agreement and any Schedule, such Schedule shall control but only to the extent of such inconsistency.  

(c) Waiver. No course of dealing or failure by PeopleFacts to strictly enforce any term, right, or condition of this Agreement shall be construed as a waiver of such term, right or condition.

(d) Force Majeure. Neither party to this Agreement shall be considered to be in default of its obligation under this Agreement to the extent that failure to perform any such obligations arises from causes beyond the control and without the fault or negligence of the affected party.

(e) Severability.  If any provision of this Agreement is or becomes void or unenforceable by force or operation of law, the other provisions shall remain valid and enforceable.

(f) Counterparts/Facsimile Copies. This Agreement may be executed via facsimile and in counterparts and all such executed counterparts shall constitute the same Agreement.

(g) Survival.  Sections 4, 5, 6, and 7 shall survive termination of this Agreement.

(h) Notices. All notices required or permitted hereunder will be in writing, to the addresses set forth above, and will be deemed to have been properly given: (i) upon delivery if delivered personally or by a courier or overnight delivery service; or (ii) five (5) business days after mailing by certified mail, postage prepaid, return receipt requested, to the parties at the following addresses (or to such other address of which either party may notify the other in a notice that complies with the provisions of this section).

(i) Binding Effect.  This Agreement is an agreement only by and between Customer and PeopleFacts and for their benefit and the benefit of their successors and assigns as permitted by this Agreement.  No other person or party shall be a beneficiary hereof or have any rights hereunder, and no rights are conferred by this Agreement upon any other person or party, whether or not identified in this Agreement.

(j) Independent Contractors.  Both parties are and shall be independent contractors with respect to the terms, provisions and operation of this Agreement.  Nothing contained herein and no act done pursuant to this Agreement is intended to or shall be construed to create a partnership, joint venture, employment, principal-agent, or similar relationship between PeopleFacts and Customer.  In no event shall either party have the right or power (whether express or implied) to make any representation or warranty (expressed or implied) on behalf of the other party or otherwise to bind the other party in any way whatsoever.

(k) Law to Govern.  The validity, construction and enforceability of this Agreement shall be governed in all respects by the laws of the State of Nevada without regards to its conflict of laws rules, and is performable in Clark County, Nevada.

(l) Customer has the authority to enter into this agreement and will abide by the requirements of the security access requirement, FCRA, GLBA and other terms and conditions as posted on the PeopleFacts website.

 

  IN WITNESS WHEREOF, each party has executed this Agreement effective as of the Effective Date first above written.