Client Screening Agreement

CLIENT SCREENING AGREEMENT

This Client Screening Agreement (the Agreement) is entered into effective as of (Effective Date), by and between Client Name: and Screening Provider: .

RECITALS

WHEREAS, the Client engages the Screening Provider to perform screening, due diligence, and related verification services on prospective clients, contractors, employees, vendors, or other third parties identified by the Client (the Services); and

WHEREAS, the Screening Provider represents that it possesses the professional expertise, systems, and lawful authority to perform the Services in accordance with applicable laws and industry standards; and

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows.

SCOPE OF WORK

The Screening Provider will perform the Services described below and produce reports and summaries (Deliverables) for the Client. The Services shall include, as applicable: identity verification, background checks, criminal records searches, sanctions and watchlist screening, employment and education verifications, credit checks where authorized, and any additional due diligence tasks expressly ordered by the Client.

Turnaround Time:   Method of Delivery:

PAYMENT TERMS

The Client shall pay the Screening Provider the fees set forth below in consideration for the Services. Fees are exclusive of taxes, and the Client is responsible for any applicable taxes.

One-time payment    By milestone    Monthly/Subscription

TERM AND TERMINATION

Term: This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective termination date. Either party may terminate immediately for material breach that remains uncured for a period of 10 days following written notice of such breach, or immediately upon unlawful conduct, insolvency, or a failure to pay undisputed amounts when due.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by either party in connection with this Agreement, including screening data, reports, personal data, business processes, and trade secrets. The receiving party shall: (a) use Confidential Information solely to perform its obligations hereunder; (b) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (c) not disclose Confidential Information to third parties except to those employees, agents, or subcontractors who need access to perform the Services and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that is or becomes public through no breach by the receiving party, was rightfully known by the receiving party prior to disclosure, or is independently developed without reference to the disclosed information.

The obligations of confidentiality survive termination of this Agreement for a period of three (3) years, or longer where required by applicable law with respect to personal data.

COMPLIANCE, REPRESENTATIONS, AND INDEMNIFICATION

The Client represents and warrants that it will obtain all required consents, authorizations, notices, and legal bases required to permit the Screening Provider to lawfully perform the Services, to access records, and to receive and retain screening results. The Client shall provide any disclosure forms and evidence of consent upon request.

The Client agrees to defend, indemnify, and hold harmless the Screening Provider and its officers, employees, agents, and subcontractors from and against any claims, losses, liabilities, costs, or expenses (including reasonable attorneys' fees) arising out of: (a) the Client's failure to obtain required consents or to provide accurate information to be screened; (b) the Client's misuse of screening reports; or (c) any claims arising from the Client's contractual or statutory obligations to third parties resulting from the Services.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability to the other for any claim arising out of or relating to this Agreement shall be limited to direct damages not to exceed the total fees paid by the Client to the Screening Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim. Neither party shall be liable for indirect, special, incidental, punitive, or consequential damages.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

ENTIRE AGREEMENT

This Agreement, including all statements of work and exhibits executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

The parties may update notice addresses by written notice in accordance with this section.

CLIENT ACKNOWLEDGMENTS

The Client acknowledges that screening results are based on third-party data sources and that the Screening Provider does not guarantee the completeness or accuracy of third-party records. The Client further acknowledges that it has an obligation to verify and to use screening results in compliance with applicable laws, including obtaining any required consents from data subjects.

The Client confirms that it has obtained or will obtain all required consents and authorizations from individuals to be screened and will provide evidence of such consents upon request.

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