Service Agreement s1

SERVICE AGREEMENT

This Service Agreement (this “Agreement”) is entered into this ____ day of ______, 20___ (“Effective Date”) by and between National Safety Alliance, Incorporated, with its headquarters located at 1000 Alderman Drive, Alpharetta, Georgia 30005, a subsidiary of ChoicePoint Services Inc. (“ChoicePoint”) and ______, with its headquarters located at ______(“Provider”).

WHERAS, Provider is a provider of drug, alcohol or occupational health testing services (collectively, “Services”); and

WHEREAS, ChoicePoint maintains a Provider Network for the purpose of offering Services to its customers; and

WHEREAS, Provider desires to participate in ChoicePoint’s Provider Network and to be included on any provider lists distributed by ChoicePoint to its customers; and

WHEREAS, in exchange for including Provider in ChoicePoint’s Provider Network, ChoicePoint requires that the Services provided by Provider adhere to the terms and conditions set forth herein; and

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree to the following:

1. TERM OF AGREEMENT

This Agreement will remain in effect for a period of one year from the Effective Date. The term of this Agreement will renew automatically for successive one year periods unless terminated by either party, in writing, at least sixty (60) days prior to the next anniversary of the Effective Date.

2. PROVISION OF SERVICES

Provider will be provide the Services selected in Section 7 of this Agreement in accordance with the terms of this Agreement and the invoicing instructions communicated by ChoicePoint in writing from time to time. Provider shall render the Services in a professional manner which promotes availability, adequacy and continuity of such services. Provider shall remain solely responsible for the quality of its Services and shall render such services in accordance with generally accepted collection site practices and professionally recognized standards relating to the furnishing of collection site services. Provider shall prepare and maintain appropriate records related to the Services performed by Provider hereunder. ChoicePoint shall have the right to audit, copy and inspect said records and accounts during normal business hours with ten (10) business day’s prior written notice, no more than once annually and for a period of at least three (3) years from the date of final payment under this Agreement. All records and accounts relating to financial matters shall be in a format consistent with generally accepted accounting principles. Further, Provider shall maintain the chain of custody procedure of both DOT and non-DOT specimens throughout the collection, testing and communication process of those specimens and their results. Provider agrees to immediately notify ChoicePoint if it receives a Notice of Proposed Exclusion (NOPE) or a Public Interest Exclusion (PIE) from the DOT. Provider hereby represents and warrants that it is not currently subject to a NOPE or PIE.

3. COMPLIANCE WITH LAWS

a. Provider hereby represents and warrants that it will comply with all applicable laws, statutes, ordinances, administrative or executive orders, rules and regulations as they relate to Provider’s performance of Services under this Agreement including, but not limited to, the Department of Transportation’s Procedures for Workplace Drug and Alcohol Testing Programs, 49 C.F.R. Part 40, as such procedures may be amended from time to time.

b. Provider affirms that it will provide necessary data to ChoicePoint for the purpose of facilitating payment. Provider acknowledges that disclosures required for payment operations are specifically allowed under the Health Insurance Portability and accountability Act Medical Privacy Regulations, 45 C.F.R. §§164.502(a)(1)(ii) and 164.502(a), as the same may be modified from time to time.

c. Provider agrees to maintain or obtain such licenses as are necessary to allow Vendor to perform its testing services under this Agreement, including but not limited to Department of Health and Human Services (DHHS), SAMHSA and CAP/AACC certifications. Specimen collection and testing will be performed only by Collectors and Certified Breath Alcohol and Screening Test Technicians trained in accordance with 49 C.F.R. Part 40.

3. CONFIDENTIAL INFORMATION

In order to maintain confidentiality, Provider and ChoicePoint agree to keep confidential and to take all reasonable precautions to prevent the unauthorized disclosure of any and all records and results required to be prepared or maintained by this Agreement to the extent consistent with applicable laws and regulations. All results, DOT and non-DOT, shall be communicated and maintained by Provider consistent with the confidentiality required by applicable law, including DHHS Guidelines.

4. REQUIRED INSURANCE COVERAGES

a. Provider shall obtain, pay for, and maintain insurance in full force and effect during the term of this Agreement as follows:

i. Workers’ compensation and employers’ liability insurance with limits to conform with the greater of the amount required by applicable law or one million dollars ($1,000,000) per occurrence;

ii. Commercial general liability insurance with limits not less than three million dollars ($3,000,000) combined single limit for bodily injury, death, and property damage, including personal injury and contractual liability;

iii. Professional liability insurance (Errors and Omissions) with limits not less than three million dollars ($3,000,000) annual aggregate for all claims each policy year.

b. Certificates of Insurance evidencing all coverages described in this Section shall be furnished to ChoicePoint upon request.

c. Provider shall give thirty (30) days’ prior written notice to ChoicePoint of cancellation, non-renewal, or reduction in amount of any policy.

5. INDEMNIFICATION

The parties acknowledge that Provider is not acting as an employee or agent of ChoicePoint, and that ChoicePoint is not exercising control or direction with respect to the services being provided by Provider. Provider therefore agrees to indemnify, defend and hold ChoicePoint and each of its customers harmless from any and all actual or threatened causes of action, claims, damages, losses, and/or damages of any nature relating to any act or omission, negligence or willful misconduct of Provider in its performance of Services hereunder. Provider hereby acknowledges and agrees that ChoicePoint’s customers are third party beneficiaries of this Section 5. ChoicePoint agrees to indemnify and hold Provider harmless from all causes of action, claims, damages, losses, and/or damages of any nature relating to any act or omission, negligence or willful misconduct of ChoicePoint. In the event of any such claim, lawsuit or other matter covered by this Indemnification clause, the party against whom the claim is being made agrees to promptly notify the other party of such claim.

6. BILLING AND PAYMENT

a. Invoices provided to ChoicePoint must include the donor’s name, donor’s social security number, employer name, date of service, type of service provided and chain of custody # and must be sent to: ChoicePoint, a LexisNexis Company at PO Box 67, Onalaska WI 54650.

b. Invoices must be provided to ChoicePoint within thirty (30) days of the date of service, preferably via electronic transmission (e-mail or fax). Upon request, ChoicePoint will provide you with our preferred e-mail format.

c. In no event will ChoicePoint pay invoices received more than six (6) months after the date of service. This rule applies regardless of whether the claim was previously denied due to insufficient information.

Provider will give ChoicePoint a list of any other facilities for which it is responsible for setting up accounts so that ChoicePoint may bill those facilities accordingly.

7. SERVICES AND PRICING

Provider agrees to provide the following services at the prices indicated. If Provider’s fee matches the “suggested preferred provider pricing” (“SPPP”), Provider will be identified as a Preferred Provider, which allows ChoicePoint to direct its customers toward high-value, cost-effective providers in given locations. If you do not provide one or more of the following services, simply indicate “N/A” next to the service. If you are not able to provide a service at the SPPP, please insert your fee for service in the space provided.

SPPP Your fee or NA - Please do not leave any line blank or you will assume the SPPP fee!

$20.00 $ Alcohol Breath Test (Initial)

$20.00 $ Alcohol Breath Test (Confirmation)

$30.00 $ Audiogram

$10.00 $ Back Evaluation (Basic)

$10.00 $ DOT- Urine Drug Test - Collection Only

$30.00 $ EKG

$40.00 $ EKG with Interpretation

$10.00 $ Glucose - fingerstick

$15.00 $ Hair - Drug Test –Collection Only

$60.00 $ Hepatitis B Vaccination (per dose fee)

$15.00 $ Instant/Rapid/Point of Care - Urine Drug Test Collection (Site provides device)

$10.00 $ Instant/Rapid/Point of Care - Urine Drug Test Collection Only, Donor provides device

$25.00 $ Kraus –Weber Abbreviated Exam

$10.00 $ NON-DOT Urine Drug Test - Collection Only

$10.00 $ Phlebotomy/Venipuncture

$30.00 $ Physical - including urinalysis

$30.00 $ Physical –DOT- including urinalysis

$20.00 $ Para Medical Exam -Brief Physical to include Health History, & Vitals (ht, wt, BP)

$30.00 $ Pulmonary Function Test (Spirometry)

$30.00 $ Respirator Fit Test

$ RESPQ- Respirator Fit Questionnaire

$10.00 $ Saliva - Alcohol Test Collection

$10.00 $ Saliva - Drug Test Collection Lab based (Specimen is sent to lab for processing)

$10.00 $ TB (PPD) Injection (to include reading within 48 hours)

8. PRODUCT PURCHASE

a. ChoicePoint hereby agrees to sell, and Provider hereby agrees to purchase, the Products for the price per Product set forth on Exhibit “A”, together with applicable taxes and shipping and handling charges. Invoices are due and payable upon receipt and considered past due after thirty (30) days of date of invoice, and unpaid balances thereafter carry one percent (1%) compounded monthly interest.

b. CHOICEPOINT DISCLAIMS ANY WARRANTY (WHETHER EXPRESS OR IMPLIED), INCLUDING BUT NOT LIMITED TO ANY APPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE PRODUCTS, WHICH ARE BEING PROVIDED ON AN “AS IS” BASIS. IN NO EVENT WILL EITHER PARTY OR ITS SUPPLIERS BE LIABLE FOR INDIRECT, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE, BUSINESS, OR ANTICIPATED PROFITS) IN ANY WAY RELATED TO THIS AGREEMENT OR THE PRODUCTS, WHETHER IN CONTRACT OR IN TORT, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS OF LIABILITY APPLY REGARDLESS OF WHETHER ANY REMEDY HEREUNDER FAILS OF ITS ESSENTIAL PURPOSE.

9. NON-SOLICITATION OF CUSTOMERS.

During the term of this Agreement and for two (2) years after its termination, Provider shall not directly or indirectly, for Provider or for any person, divert, interfere with, disturb, solicit or take away, or attempt to divert, interfere with, disturb, solicit or take away, the patronage of any customers of ChoicePoint for purposes of providing such customers services similar to the type of services provided by ChoicePoint.

10. MISCELLANEOUS

a. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to drug testing services and supersedes any and all prior agreements and understandings, whether written or oral, between the parties.

b. Amendment. This Agreement may not be amended or modified in any respect except by an agreement in writing executed by each party.

c. Severability. In the event that any of the provisions of this Agreement are deemed invalid or unenforceable, the remaining provisions shall be construed and enforced as if the invalid or unenforceable provisions were not contained herein.

d. Governing Law and Venue. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Georgia without reference to conflicts of law principles thereof.

e. Waiver of Breach. Any waiver by either party in response to a breach of any provision of this Agreement shall not operate or be construed as waiver of that breach or any subsequent breach of any provision of this Agreement.

f. Change of Information. Each party agrees to notify the other, in writing, of any changes in address, hours of services, phone number, or other contact information.

g. Account set –up. Provider agrees to set up a requested account within three business days of notification.

IN WITNESS HEREOF, the parties hereby execute this Agreement as of the date set forth above.

PROVIDER

By:

Printed Name:

Title:

Date:

NATIONAL SAFETY ALLIANCE INCORPORATED

By:

Printed Name:

Title:

Date:

Drug & Alcohol Testing Services 12.18.2008 (WPS) Page 1 of 5 Confidential