SERVICES AGREEMENT
EMPLOYMENT BACKGROUND SCREENING
This
Services Agreement (the "Agreement") is made as of today, by and
between Navicus, Inc., a Delaware Corporation ("Navicus") having a
principal place of business at 951 Broken Sound Parkway, Suite 190, Boca Raton,
FL 33487 and ("Client") having a principal place of business at
address entered through this website. Navicus and Client herein referred to
individually as "Party" and collectively as "Parties".
WHEREAS,
Client wishes to engage Navicus, on an as needed basis pursuant to the terms of
this Agreement, to provide independent pre-employment screening services for
certain of its employees, as directed by Client;
WHEREAS,
Navicus agrees to perform such services as directed by Client pursuant to the
terms of this Agreement; and
NOW, THEREFORE,
in consideration of the mutual promises and covenants contained in this
Agreement, and for other valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties intending to be legally bound, agree
as follows:
I.
SERVICES
A.
Navicus will be the provider of Services (as defined herein) for Client for the
Term (as defined herein) of this Agreement. Such Services and work are
more fully described in Exhibit A, which shall be deemed part of this
Agreement. The work and services specified in Exhibit A are hereinafter
collectively referred to as the "Services." All Services shall
constitute a work made for hire. Navicus further agrees that all work done
by Navicus pursuant to this Agreement shall be performed in a good and
workmanlike manner.
B.
The Services may be modified from time to time during the term of this
Agreement, but only by the mutual written agreement of the Parties.
II.
FEES AND PAYMENT
A.
Fees to be charged to Client by Navicus for the Services are set forth by the
selection listed on this website. In the event Navicus shall incur a cost
increase in providing the Services during the Term of this Agreement, the fees
listed on Exhibit A may be modified from time to time at the sole discretion of
Navicus. In such event, Navicus shall provide written notice to Client
and include a modified Exhibit A to take into account such modifications.
B.
Client agrees to pay Pass Through Fees with Service Fees and acknowledges that
Pass Through Fees may change at any time without notice. Pass
Through Fees for the purposes of this agreement are any Fees that a State,
County, or Third Party may charge in connection with providing Services. For
example, some
C.
Client shall be responsible for all charges incurred, including those resulting
from errors in Client input, duplicate requests, errors in Client transmission
and applicable fees.
D.
Fees shall be invoiced to Client by Navicus in accordance with Exhibit A.
Payments due under this Agreement shall be made within thirty (30) days after
completion of each task. If payment is not received within forty-five
(45) days, Navicus will charge Client a finance fee of 1.5%, or the maximum
lawful interest rate allowable.
E.
In the event that the Client fails to pay statements when due, the Navicus
shall be entitled to collect all attorneys' fees and costs for all time spent
in pursuing collection of the outstanding indebtedness.
III.
TERMS OF AGREEMENT
A.
Subject to termination as provided in this Article III, this Agreement shall be
effective as of the date the Agreement is executed and shall continue in effect
for a period of not less than six (6) months (the "Term"). Such
Agreement shall automatically renew upon each 6 month anniversary of the
Agreement (for 6 month terms), unless the Navicus or Client otherwise notices
the other party at least 30 days prior to the end of such 6 month period as to
its intention not to extend the Agreement. Any notice not to extend the
Agreement shall be considered a termination of the Agreement.
B.
This Agreement may be terminated forthwith by either Party on written notice
within thirty (30) days of receipt of notice in writing thereof as long as all
obligations pursuant to this agreement are fulfilled.
C.
All provisions of this Agreement which by their express terms survive the
termination, cancellation or expiration of this Agreement shall continue in
full force and effect hereafter.
D.
Client is medical
facility and may have/has a need for, consumer credit information, consumer
report, or investigative consumer report in connection with the evaluation of
individuals for
employment, promotion, reassignment or retention as an employee ("Consumer
Report for Employment Purposes").
E.
Client may request
Consumer Report and Investigative Consumer Reports for Employment Purposes
pursuant to procedures prescribed by Navicus 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.
F.
Client certifies
that it will not request a Consumer Report or Investigative Consumer Report for
Employment Purposes unless: A clear and conspicuous disclosure is first made in
writing to the consumer before the report is obtained that a consumer and
investigative consumer report including information as to his character,
general reputation, personal characteristics, and mode of living, whichever are
applicable, may be made for employment purposes; the consumer has authorized in
writing the procurement of the report; and 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
G.
Client 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: A copy of the Consumer Report for Employment Purposes; and a copy of
the consumer's rights, in the format approved by the FTC, which notice shall be
supplied to Client by Navicus.
H.
Recognizing that information in Background Reports is secured from and
processed by fallible sources (human and otherwise) and that for the fee
charged Navicus cannot be either an insurer or a guarantor of the accuracy of
the information reported; Client releases Navicus and its Affiliates and the
officers, agents, employees, and independent contractors of Navicus and its
Affiliates from liability for any negligence of third party furnishers of
information in connection with erroneous information provided by such third
parties. Third party furnishers of information include but are not
limited to credit bureaus, criminal database providers, motor vehicle record
bureaus and contractors who go to court houses to retrieve information from
public records.
I.
Client agrees to store all completed background authorization forms in a
reasonable manner for no less than 3 years.
J.
Client assumes responsibility for the final verification of the applicant's
identity.
L.
Navicus will comply with all laws applicable to the making of Background
Reports for employment purposes, including the FCRA.
M.
Navicus will follow reasonable procedures to assure maximum possible accuracy
of the information reported, subject to Paragraph H above, and reinvestigate if
requested by Client without further charge if the information was incorrect.
O.
Navicus shall have the right to conduct periodic audits of Client's use of the
Consumer Reports and Investigative Consumer Reports ordered pursuant to this
Agreement. In addition, certain third party vendors, such as departments
of motor vehicles and credit bureaus, require the right to audit Client either
directly or through Navicus. The scope and frequency of any audit shall
be at the reasonable discretion of Navicus but will be subject to requirements
imposed by third party vendors. Navicus will provide reasonable notice
prior to conducting any audit provided that Navicus has received reasonable
notice from any third party vendor involved in the audit process. Any
violations discovered as a result of such audit may be cause for immediate
action by Navicus, including, but not limited to, immediate termination of this
Agreement.
IV.
CONFIDENTIAL INFORMATION
A.
For the purposes of this Article IV, the term "Information" shall
mean any and all information, data, and documentation which either of the
Parties to this Agreement learns or receives from the other, and all documents
and other materials, except that which either of the Parties can establish: (1)
was, on the date of this Agreement, generally known to the public; or (2)
became generally known to the public after the date of this Agreement other
than as a result of the act or omission of either Party or any of the Parties'
directors, officers, partners, employees, agents, representatives or
contractors; or (3) was contained in documents and rightfully known to either
Party prior to its learning or receiving same from the other; or (4) was
disclosed by either Party to third parties generally, without restriction on
use and disclosure; or (5) either Party lawfully received from a third party
without that third party's breach of agreement or obligation of trust.
B.
The Parties consider all Information to be confidential and proprietary.
All Information shall, at all times, remain the property of the Parties,
exclusively, and all applicable rights shall remain exclusive to each
Party. All Information and all copies thereof shall be returned promptly
to such Party after receipt of written notice.
C.
The Parties shall not directly or indirectly use any of the Information for any
purpose, except to the extent necessary for either Party to perform their
obligations to each other under this Agreement.
D.
Neither Party shall disclose, or permit access to, any portion of the
Information to any person except: (1) if such person is an employee and has a
need to know the Information for such Party to perform its obligations under
this Agreement; or (2) if such person is an employee and has a need to know the
Information in order to perform its obligations to under this Agreement.
E.
The provisions of
this Article IV shall survive the termination, cancellation or expiration of
this Agreement.
V.
RELATIONSHIP OF PARTIES
A.
Client and Navicus are independent contractors and neither Party shall be, nor
represent itself to be a joint venturer, franchisor, franchisee, partner,
broker, employee, servant, agent or representative of the other Party for any
purpose whatsoever. Neither Party is granted any right or authority to
assume or create any obligation or responsibility, express or implied, on behalf
of, or in the name of, the other Party, or to bind the other Party in any
matter or thing whatsoever.
VI.
MISCELLANEOUS
A.
This Agreement shall be construed in accordance with, and governed by, the laws
of
B.
This Agreement will bind and inure to the benefit of each Party's successors
and permitted assigns. Either Party may assign this Agreement in whole as
part of a corporate reorganization, consolidation, merger, or sale of
substantially all of its assets. Neither Party may otherwise assign its
rights or delegate its duties under this Agreement either in whole or in part
without the prior written consent of the other Party, and any attempted
assignment or delegation without such consent will be void. Notwithstanding the
foregoing, Navicus may delegate the performance and production of the Services
to third parties, including wholly owned subsidiaries, provided Navicus
controls the delivery of such Services and remains responsible to Client for
the delivery of such Services.
C.
Failure of either Party to insist in any instance upon strict performance by
the other Party of any provision of this Agreement shall not be construed or
deemed to be a permanent waiver of such or any other provision of this
Agreement.
D.
In no event shall
Navicus be liable for any direct, consequential, indirect, incidental, or
special damages whatsoever arising out of this Agreement or in any manner
related to, directly or indirectly, the performance of the Services furnished
pursuant to this Agreement, including without limitation, damages for loss of
business profits, business interruption, loss of business information, and the
like. In no event shall Client be liable for any direct, consequential,
indirect, incidental, or special damages whatsoever arising out of this
Agreement or in any manner related to, directly or indirectly, the performance
of the Services furnished pursuant to this Agreement, including without
limitation, damages for loss of business profits, business interruption, loss
of business information, and the like.
E.
No modification
(except as set forth in Article II), termination, extension, renewal or waiver
of, nor addition to, the terms and conditions of this Agreement shall be
binding upon either Party hereto unless specifically set forth in writing and
signed by an authorized representative of each Party.
F.
Either Party shall be excused for failures and delays in performance of its
respective obligation under this agreement due to any cause beyond the control
and without the fault of such Party, including without limitation, any act of
God, war, riot, or insurrection, law or regulation, strike, flood, hurricane,
fire, explosion, or inability due to any of the aforementioned caused to obtain
necessary labor, materials, or facilities. This provision shall not,
however, release either Party from using its best efforts to avoid or remove
such cause and the Party shall continue performance hereunder with the utmost
dispatch whenever such causes are removed
G.
Headings used in this Agreement are for reference purposes only and shall not
be deemed a part of this Agreement. Terms not otherwise defined herein
shall be deemed to have the meanings ascribed to them in the Note.
H.
Each notice or
demand required or permitted under this Agreement shall be in writing and shall
be delivered by hand or by overnight delivery and shall be delivered or
addressed as follows:
If to Navicus:
Navicus, Inc.
Attn: Legal Department
951 Broken
If to Client, then the notice will served to the address
listed on the website above.
Each such notice and demand shall be effective upon
initial receipt by the addressee, or the date the addressee refuses to accept
delivery, whichever occurs first.
I.
This Agreement is the complete and exclusive statement of the agreement between
the parties and supersede all prior oral communications, written
communications, proposals, agreements, representation statements, negotiations
and undertakings between the parties with respect to the subject matter hereof.
J.
Any dispute or controversy arising under, out of, in connection with, or in
relation to this agreement, and any amendment hereof, or the breach hereof, may
be resolved solely and exclusively by binding arbitration. The arbitration
shall be held in