Employee Workforce Screening MSA

EMPLOYEE WORKFORCE SCREENING MASTER SERVICES AGREEMENT

This Employee Workforce Screening Master Services Agreement ("Agreement") is entered into by and between Client Name: and Screening Provider Name: . Effective Date: .

Recitals

WHEREAS, Client requires workforce screening services, including but not limited to criminal history, employment verification, education verification, and other pre-employment and ongoing screening services to evaluate individuals for employment, assignment, or contractor engagement; and

WHEREAS, Provider possesses the personnel, systems, and lawful authority to perform the screening services specified in this Agreement in compliance with applicable law;

NOW, THEREFORE, in consideration of the mutual promises and conditions set forth, the parties agree as follows.

Definitions

"Candidate" means any individual submitted by Client for screening. "Services" means the background screening services described in Appendix A and the Scope of Services. "Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement. Terms defined in the body shall have the meanings assigned herein.

Scope of Services

Provider will perform the screening services selected by Client below in accordance with the procedures, turnaround times, and standards set forth in this Agreement.

Standards, Compliance and Candidate Authorization

Provider shall perform Services in a professional manner consistent with industry standards and in compliance with all applicable federal, state, and local laws, including fair credit reporting and privacy statutes where applicable. Client represents that it will provide Provider with a lawful permissible purpose for each screening request and will obtain all candidate authorizations required by law prior to submission of any candidate for screening.

Client acknowledges that Provider's ability to obtain records is subject to public record availability and third-party data source limitations. Provider will use reasonable efforts to obtain complete results but does not guarantee the completeness or accuracy of third-party records.

Appendix A — Candidate Information and Authorization (Form)

Client may supply candidate information to Provider using the fields below. Client warrants that it has obtained the Candidate's consent to provide this information to Provider and to permit Provider to perform the selected Services.

Employment History (Most Recent)

Employment History (Prior)

Education

References

Authorization and Certifications (Client Warranty)

Client certifies and warrants that it will obtain written authorization and disclosure from each Candidate as required by applicable law prior to Provider performing any consumer report or background check. Client will provide copies of authorizations and disclosures to Provider upon request and will maintain records of such authorizations.

Fees, Invoicing and Payment

Client will pay Provider the fees for Services as agreed below. Fees are exclusive of taxes and are payable in accordance with the payment terms set forth.

Term, Termination and Suspension

This Agreement shall commence on the Effective Date and continue for an initial term of months and shall automatically renew for successive terms unless either party provides written notice of non-renewal at least thirty (30) days prior to expiration.

Either party may terminate this Agreement for material breach if the other party fails to cure such breach within thirty (30) days of written notice. Provider may suspend Services immediately if Client fails to pay undisputed fees or if Provider reasonably determines that continuation would violate applicable law.

Confidentiality and Data Security

Each party will treat Confidential Information of the other as confidential and will not disclose it except as expressly permitted. Provider will implement and maintain commercially reasonable administrative, physical, and technical safeguards to protect Candidate data and Client data, consistent with applicable law and industry standards.

Indemnification and Insurance

Each party shall indemnify and hold harmless the other party from claims arising out of its gross negligence, willful misconduct, or breach of this Agreement. Provider shall maintain general liability and cyber/privacy insurance in commercially reasonable amounts. Specific insurance limits and requirements:

Limitation of Liability

Except for liability arising from willful misconduct or indemnification obligations for third-party claims, neither party shall be liable to the other for incidental, consequential, indirect, special, or punitive damages. The parties' aggregate liability for any claim shall not exceed the fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

Audit Rights; Record Retention; Reporting

Provider will maintain records necessary to substantiate the performance of Services and will retain those records for a period of not less than three (3) years unless otherwise required by law. Client may, upon reasonable notice and during normal business hours, audit Provider's compliance with this Agreement subject to confidentiality obligations and at Client's expense unless the audit reveals a material noncompliance.

Notices

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles. The parties will attempt to resolve disputes in good faith through negotiation prior to initiating formal proceedings.

Miscellaneous

This Agreement constitutes the entire agreement between the parties with respect to the subject matter and supersedes prior discussions. No amendment shall be effective unless in writing and signed by both parties. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or successor in connection with a merger or sale of substantially all assets.

Applicant Certification (to be obtained by Client)

Client shall obtain the following certification from each Candidate prior to submission: "I certify that the information I have provided is true and complete to the best of my knowledge. I authorize the release of information and the performance of background screening services as required by my prospective employer or client."

Miscellaneous Attachments and Special Terms

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