THIS AGREEMENT is between VERISIST (“VERISIST”) and you or the entity you represent (“Client”).

1. Services to be Provided by VERISIST

1. Upon request and relying upon Client’s representations that it has a legitimate purpose for information, VERISIST will provide background checks, verifications and other consumer reports to the Client when available. VERISIST will only furnish a report for a permissible purpose under the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq. (“FCRA”) and no other purpose.

1. Periodically and upon request, VERISIST will provide to Client copies of certifications, consumer consents, notices and summary of rights under the FCRA as well as other forms which VERISIST finds helpful in meeting its obligations under the FCRA and other applicable laws. Client acknowledges receipt of the Federal Trade Commission Notice of Consumer’s Rights and Notice to Users.

2. Representations of Client when ordering reports

1. Client represents that it is an existing business with the legitimate need for verification and reports offered by VERISIST. The nature of Client’s business is: Medical Staffing. Client specifically represents that reports will only be obtained for its own one time use and it is the end user of the reports. It will not further distribute, sell, give or trade such information with any third party. Notwithstanding the above, Client may share a report, except credit, for joint use as described in Section 2B below. Client will request and use reports for the following permissible purposes listed below.

1. Client may share reports with another entity for joint use. The FCRA permits end users of consumer reports to share the consumer report with another entity if Client and the other entity will use the report for the same transaction and for the same purpose. Examples include: a staffing company sharing a report with its customer with whom the consumer will be placed; a subcontractor sharing reports of its employees with the general contractor or owners of the project on which subcontractor is working. These examples are not exclusive but demonstrate the acceptable “joint use” that is permitted. However, prior to sharing a consumer report, Client on behalf of VERISIST will determine and verify the identity of the joint user and that such joint user shares the same permissible purpose for use of the consumer report as does Client and the joint user will only use the consumer report for this one transaction with Client. This Agreement is a certification by Client that any joint user is a legitimate business and will use the report for the same permissible purpose Client represents to VERISIST when ordering the consumer report(s) on the individual consumer or as provided in Section 2 of this Agreement. Client agrees to indemnify and hold VERISIST harmless from any claims, liability or losses asserting that the joint use was improper in any way, violated the FCRA or otherwise, and additionally, if the joint user used the consumer reports for any reason than as represented by Client to VERISIST. Such indemnification includes all costs, expenses and reasonable attorney fees incurred by VERISIST.

1. Client represents that prior to requesting a report for employment purposes (including contractors and volunteers), it will:

(i) disclose to the individual who is the subject of the report that a consumer report or, as applicable, an investigative consumer report, may be obtained;

(ii) obtain the written consent of the individual allowing the obtaining of the consumer report. Client agrees that submission of an order is a certification that it has obtained the consent of the consumer;

(iii) provide to the individual a summary of the individual’s rights required under the (“FCRA”) and any applicable state law; and

(iv) not utilize any information in violation of any federal or state equal employment opportunity law or regulation.

(v) not order criminal record information prior to the time permitted by applicable law, ordinance or regulation commonly referred to as “ban-the-box” restrictions.

(vi) provide a reasonable amount of time prior to taking adverse employment action against the individual who is the subject of the report, when such action will be based in whole or in part upon the information contained in the report furnished by VERISIST, the Client will, except as otherwise provided by law, advise the subject of the intent to take adverse action and provide a copy of the report to the individual and a description, in writing, of the individual’s rights under the FCRA.

(vii) provide after taking adverse action based in whole or in part upon information contained in a report furnished by VERISIST, the Client shall:

(a) provide notice of such action to the individual;

(b) provide the name, address and telephone number of VERISIST; and

(c) inform the individual that he/she is entitled to a free copy of the report and a right to dispute the record through VERISIST and that VERISIST is unable to provide the individual the specific reasons why the adverse action was taken by you.

(viii) that it will comply with the FCRA and similar state laws, in regard to all reports, it will follow the requirements of the (“DPPA”) and the various state laws implementing the DPPA in regard to motor vehicle reports.

1. Client represents that prior to requesting a report for residential screening purposes, it will:

(i) disclose to the individual who is the subject of the report that a consumer report or, as applicable, an investigative consumer report, may be obtained;

(ii) provide to the individual a summary of the individual’s rights under the (“FCRA”); and

(iii) not utilize any information in violation of any federal, state or local equal housing law or regulation.

(iv) provide after taking adverse action e.g., rejecting, increasing rental rates, increasing deposit requirements, etc. against the subject of the report, based in whole or in part upon information contained in a report furnished by VERISIST, the Client shall:

(a) provide notice of such action to the individual;

(b) (b) provide the name, address and telephone number of VERISIST;

(c) inform the individual that he/she is entitled to a free copy of the report and a right to dispute the record through VERISIST and that VERISIST is unable to provide the individual the specific reasons why the adverse action was taken by you; and

(d) providing a copy of the individual’s rights under the FCRA.

1. Client represents that, if it orders credit reports: (a) Client will comply with all state restrictions on requesting credit reports. When consumer consent is required, such as by Vermont Law: 9 V.S.A. §2480e, it shall, as part of the FCRA required written disclosure and authorization, that a credit report may be obtained, and Client shall so certify compliance to VERISIST prior to requesting the credit report. (b) It will have a policy and procedures in place to investigate any discrepancy in a consumer’s address when notified by the credit bureau that the consumer’s address, as submitted by the client, substantially varies from the address the credit bureau has on file for that consumer. Further, if client hires the consumer and in the ordinary course of its business it furnishes information to the credit bureau from which the report came, that it will advise the credit bureau of the address it has verified as accurate if that address is different from the one provided by the credit bureau.

1. Client will maintain documentation showing compliance with these certifications for a period of six (6) years or during the employment, tenancy, etc. of the subject, whichever is longer.

3. Compliance with Applicable Law

1. The laws relating to the furnishing and use of information are subject to change. It is the responsibility of Client to become knowledgeable in such laws and to comply with them. The failure to comply with the then current applicable law may result in a breach of this agreement, termination of service, civil and criminal liability. VERISIST does not undertake any obligation to advise Client of its legal obligations.

1. VERISIST does not act as legal counsel for Client. Client is responsible for retaining counsel to advise it regarding proper use of consumer reports; compliance with the FCRA, the Driver Privacy Protection Act, 18 U.S.C. §2721 et seq (“DPPA”) and other applicable federal, state and local laws; and development of an appropriate screening program for Client’s use of consumer reports.

1. Client agrees to promptly execute and return to VERISIST all documentation required, now or in the future, by any government agency or VERISIST to permit release of information or to ensure compliance with applicable laws or regulations. Such documentation shall become part of this agreement. The failure to return such documentation will result in the Client being blocked from receiving the information related to the documentation, and, in some circumstances, all service may be terminated without additional notice.

1. Client consents to any reasonable request by VERISIST to audit records of the Client in person or by requesting copies of documents and to communicate with employees of the Client, with notice to Client, to determine the appropriateness of any present or past request(s) for information by Client. A failure to cooperate with an audit may result in the immediate termination or suspension of service.

4. Fees for Services

1. VERISIST will charge a fee for each request made by Client, in accordance with VERISIST’s current fees schedule. VERISIST reserves the right to change the fees charged upon thirty (30) days’ notice to Client.
Applicable sales or other taxes will be added to all fees. Client understands that VERISIST may incur access charges imposed by courts and other governmental agencies which are passed along to Client in addition to fees. These costs are subject to change without notice.

2. Payment on all invoices will be due thirty (30) days after billing. For any invoice not paid within thirty (30) days, VERISIST will add and collect a SERVICE CHARGE of one and a half percent (1½%) per month (or the maximum permitted by applicable law, if lower) with a minimum service charge of $2. Client agrees to pay VERISIST’s reasonable attorney’s fees and costs incurred in enforcing the terms of this Agreement and in the collection of amounts due under this Agreement.

5. Confidentiality of Information

682. Information provided by VERISIST to its Clients is considered confidential by law. Upon its receipt, Client shall treat the information as confidential. Such information shall be maintained in confidential files to which access is restricted. Only those employees who need such information to perform their job duties shall have access to the same. Client shall ensure that such employees shall not attempt to obtain any consumer reports on themselves, family, friends or associates except in the exercise of their official duties. Client shall supply to VERISIST the name and phone number of the contact person or persons with whom VERISIST may discuss the contents of reports furnished to Client. At the time that Client disposes of any report received it shall cause such to be destroyed by cross shredding, burning or electronic destruction as required by regulations issued by the Federal Trade Commission. 16 CFR §682.1 et seq.

1. Client acknowledges that it will receive personal identifying information on the subjects of the reports it receives. Client shall maintain reasonable procedures to protect the information from unauthorized internal or external access. Within 30 days of the execution of this Agreement, Client will outline its protections in regard to the receipt, usage and storage of this information. Client shall, upon request, advise us of the status of Client’s security measures. If Client experiences a breach of security regarding this information or discontinues any security measure, Client shall notify us within 24 business hours of the breach or discontinuance. With seven (7) business days of such an event, Client shall advise us what steps have been taken to protect the information from the reoccurrence of the breach or to restore protection of the information.

6. Waiver and Release

1. Client acknowledges that VERISIST relies totally on the information furnished by others. VERISIST also relies on the information contained in the records of various governmental agencies for other reports. VERISIST is not responsible for inaccurate or false information received from others and sent to Client. Client agrees to assert no claim and waives liability against VERISIST for any inaccurate or false information included in any report unless VERISIST had actual knowledge of the error and failed to correct it if it had the legal ability to alter such information.

1. Client agrees to hold VERISIST harmless and will indemnify VERISIST from all claims and losses resulting from Client’s breach of this Agreement or violation of any applicable law. VERISIST agrees to hold Client harmless for all claims and losses arising from VERISIST’s violation of any applicable law. Such indemnifications include all costs and reasonable attorney fees incurred by the indemnified party.

1. If the party seeking indemnification proposes to settle any claim it believes is subject to indemnification, it must notify the indemnifying party of such settlement and the indemnifying party must approve such settlement. Such approval shall not be unreasonably withheld. The indemnifying party can also disapprove of such settlement on the basis that the claim is not within those claims or losses covered by the indemnification. If the indemnifying party accepts the request to indemnify, but disagrees with the settlement amount, the indemnifying party shall take over the defense of the claim.

7. Misuse of Information

The FCRA prohibits the obtaining of information from a consumer reporting agency for an impermissible purpose. Further, those involved in such improper requesting may be subject to criminal penalties of imprisonment up to two years and/or a fine of $5,000 for each offense. 15 U.S.C. § 1681q. However, such punishments are subject to change as the FCRA is amended. Further, the DPPA prohibits obtaining information under false pretenses and restricts the resale or redisclosure of personal information contained in state motor vehicle records. A violation of the DPPA may also result in criminal penalties. 18 U.S.C. § 2733(a). If Client or one of its employees misrepresents to VERISIST the reason for a report or requests a report for an impermissible purpose, VERISIST may terminate service without notice in addition to other remedies available to VERISIST. Client understands that its misuse of or improper request for information may have a direct impact upon VERISIST and may cause it to be unable to obtain information for any of its clients resulting in substantial damages for which Client would be liable.

8. Non-Disclosure

Neither party shall, during the term of this Agreement, and any extension thereof and for reasonable time thereafter disclose to another or use, unless authorized by the disclosing party, any of the disclosing party’s “Confidential Information”. The purpose of this section, “Confidential Information” shall mean all the party’s prospect list, client information, any customer records/information, employee list, financial data, business plans, business strategies, proprietary software and any other information of a party disclosed by one party to the other. Notwithstanding anything to the contrary contained in this Agreement, the receiving party shall not be precluded from: a) the use or disclosure of any Confidential Information which is currently known generally to the public or which subsequently has come into the public domain, other than by way of disclosure in violation of this Agreement; b) the use or disclosure of any Confidential Information that becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party, provided that such source is not known by the receiving party to have a legal obligation prohibiting the disclosure of such information; or c) the use or disclosure of any Confidential Information that was developed independently by the receiving party, or d) the disclosure of the Confidential Information is required by law or legal process.

9. Termination of Agreement

1. Client may terminate this Agreement at any time upon written notice to VERISIST. Client will remain liable for all charges made to its account prior to termination and will promptly pay all sums due on termination.

1. VERISIST may terminate this agreement by providing a sixty (60) day written notice but upon the occurrence of the following events, VERISIST may, immediately and without notice terminate or suspend this Service Agreement:

(i) Default in payment of charges for VERISIST Services;

(ii) Misuse of information contained in a VERISIST report;

(iii) Improper request for information;

(iv) Failure of Client to comply with or assist VERISIST in complying with the FCRA or any other applicable law;

(v) A material breach of this Agreement or violation of any law or regulation governing the request,
use or release of the information in the reports by Client.

(vi) Unauthorized release of information in a consumer report to a third party or the reselling of any
report.

10. Notice of Change in Client’s Business
Client shall immediately notify VERISIST of any of the following events: change in ownership of the Client
(over 50%); a merger, change in name or change in the nature of Client’s business that in any way affects Client’s right to request and receive consumer reports.

11. Miscellaneous Provisions

1. This Agreement constitutes the entire understanding between the parties and supersedes all previous agreements, negotiations and representations. This Agreement may only be modified in writing signed by both parties; however, subsequent representations by Client to show compliance with existing or future laws are effective when signed by Client and become a part of this Agreement. This Agreement is for the exclusive benefit of the parties hereto and no benefit is intended for any third party.

1. All communications and notices to be given under this Agreement will be made to the addresses, street and e-mail, and telephone numbers set forth herein. Each party will notify the other promptly of any change of address or telephone number.

1. This Agreement is intended to be subject to, and in compliance with, all applicable state and federal statutes and regulations. Insofar as this Agreement or any provision may subsequently be determined to be at variance or not in compliance with any such statute or regulation, it will be considered to be amended or modified to the extent necessary to make it comply, and VERISIST and Client hereby consent and agree to any such amendment or modification. Further, the invalidity of any one provision shall not affect the validity of the other provisions.

1. This Agreement is deemed to have become effective and to have been entered into upon its acceptance in the State of Utah by VERISIST. Therefore, this Agreement will be interpreted and enforced in accordance with the laws of the State of Utah, without reference to its conflict of laws.

1. VERISIST may make changes to the software or methods used to provide service to Client and Client must make any necessary changes to maintain working connection to the service at Client’s sole cost.

12. Force Majeure

Neither Party is responsible for any events or circumstances beyond its control that prevent it from meeting its obligations, which include but are not limited to: war, terrorism, riots, embargos, strikes, disruptions in communications or acts of God.

Credit

End User is a Medical Staffing and has a need for consumer credit information in connection with the evaluation of individuals for employment, promotion, reassignment or retention as an employee (“Consumer Report for Employment Purposes”). End User shall request Consumer Report for Employment Purposes pursuant to procedures prescribed by Reseller from time to time only when it is considering the individual inquired upon for employment, promotion, reassignment or retention as an employee, and for no other purpose. End User certifies that it will not request a Consumer Report for Employment Purposes unless:

1. A clear and conspicuous disclosure is first made in writing to the consumer by End User before the report is obtained, in a document that consists solely of the disclosure that a consumer report may be obtained for employment purposes;

2. The consumer has authorized in writing the procurement of the report; and

3. Information from the Consumer Report for Employment Purposes will not be used in violation of any applicable federal or state equal employment opportunity law or regulation.
End User further certifies that before taking adverse action in whole or in part based on the Consumer Report for Employment Purposes, it will provide the consumer with:

1. A copy of the Consumer Report for Employment Purposes; and

2. A copy of the consumer’s rights, in the format approved by the Federal Trade Commission.

End User shall use the Consumer Report for Employment Purposes only for a one-time use, and shall hold the report in strict confidence, and not disclose it to any third parties that are not involved in the employment decision.

End User will maintain copies of all written authorization for a minimum of five (5) years from the date of inquiry.
With just case, such as violation of the terms of End User’s contract or a legal requirement, or a material change in existing legal requirements that adversely affects End User’s Agreement, Reseller may, upon its election, discontinue serving the End User and cancel the agreement immediately.

DRUG TESTING

1. VERISIST can provide Client with the following drug testing services:

1. Setup. VERISIST will select collection sites, provide required information to laboratories, and configure VERISIST’s internal data management system to maintain the account.

2. Collection Sites. VERISIST will contract directly with specimen collection sites and work with them to ensure that all tests are collected accurately and are performed in accordance with applicable laws and/or regulations, including 49 CFR Part 40 (the federal government’s Procedures for Transportation
Workplace Drug and Alcohol Testing Programs) and Client’s specific requirements. VERISIST will pay collection sites in a timely manner.

3. Laboratories. VERISIST will

1. Assume responsibility for the overnight transportation of all specimens to the designated SAMHSA certified laboratory;

2. Manage the laboratories that conduct testing for Client; Work with laboratories to rectify, to the Client’s satisfaction, any problems or complaints that may arise;
and

1. Pay the laboratories in a timely fashion, using a reconciliation process that electronically matches laboratory invoices with specimen test results. VERISIST will immediately pay all reconciled invoices and send those that remain unmatched to an investigation file to be promptly researched.

1. MRO Service. VERISIST will provide Medical Review Officer (“MRO”) services in compliance with all applicable federal and state laws and regulations. Such services will include:

1. Interpreting drug test results that the laboratory has identified as adulterated, substituted, or invalid;

2. Determining if positive drug test results indicate prescription medicine use or have other alternative medical explanations;

• Reviewing applicable forms for possible errors; and

1. Providing feedback to employers, collection sites, laboratories, and federal agencies, where necessary.

1. Miscellaneous Administration. VERISIST will provide Client with access to:

1. Customer service representatives who are available between 9:00 a.m. and 5:00 p.m. (Eastern
Time) to answer questions (via telephone or e-mail).

2. A compliance officer who is well versed in federal and state laws/regulations relating to drug testing. Expert witness testimony, in the case of any legal challenge to a test administered by VERISIST.

2. Fees for the 9 expanded panel with opiate is $35.00 per test including MRO, collection, and lab fees.

3. Nothing in the attached Contract shall prohibit VERISIST from releasing drug test results and supporting documentation: (a) to Client or to any federal, state or local agency with regulatory authority over the testing program; (b) to comply with requests resulting from a legal action initiated by a drug testing donor, including but not limited to lawsuits, unemployment hearings, workers’ compensation hearings, or grievances; (c) to comply with a court order; or (d) when otherwise required by law.

4. Compliance with Law. VERISIST shall comply with all present and future applicable federal, state and local laws regulating the provision of drug testing services.

5. Interpretation of Agreement. This Addendum and the attached Contract shall be construed as one agreement. All capitalized terms not defined in this Addendum shall have the same meaning as is ascribed to them in the Contract.