Master Service Agreement - Barada Associates Inc - Employee Background Checks

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Exhibit A EVS Terms and Conditions EVS Employment Information (as defined below) will be received by Client through Barada subject to the following conditions (the "Terms and Conditions"): Any information services and data originating from EVS (the "EVS Employment Information") will be requested only for Client's exclusive use and held in strict confidence except to the extent that disclosure to others is required or permitted by law. Only designated representatives of Client will request EVS Employment Information on Client's employees, and employees will be forbidden to obtain EVS Employment Information on themselves, associates or any other persons except in the exercise of their official duties. Client will not disclose EVS Employment Information to the subject of the EVS Employment Information except as permitted or required by law, but will refer the subject to EVS. 2. Client will hold EVS and all its agents harmless on account of any expense or damage arising or resulting from the publishing or other disclosure of EVS Employment Information by Client, its employees or agents contrary to the conditions of Section 1 above or applicable law. 3. Client recognizes that EVS does not guarantee the accuracy or completeness of EVS Employment Information and Client releases EVS and EVS's agents, employees, affiliated credit reporting agencies and independent contractors from any liability, including negligence, in connection with the provision of EVS Employment Information and from any loss or expense suffered by Client resulting directly or indirectly from EVS Employment Information. Client covenants not to sue or maintain any claim, cause of action, demand, cross- action, counterclaim, third - party action or other form of pleading against EVS, EVS's agents, employees, affiliated credit reporting agencies, or independent contractors arising out of or relating in any way to the accuracy, validity, or completeness of any EVS Employment Information. 4. Client will be charged for the EVS Employment Information by CRA, which is responsible for paying EVS for the EVS Employment Information; provided, however, should the underlying relationship between Client and CRA terminate at any time during the term of this Agreement, charges for the EVS Employment Information will be invoiced to Client, and Client will be solely responsible to pay EVS directly. 5. Fair Credit Reporting Act Certification. Client certifies that it will order EVS Employment Information, which is a consumer report as defined by the federal Fair Credit Reporting Act, 15 U.S.C. 1681 et seq., only when Client intends to use the EVS Employment Information: (a) in accordance with the FCRA and all state law counterparts; and for the following permissible purpose: for employment purposes; provided, however, that Client certifies that, before ordering EVS Employment Information to be used in Barada Master Service Agreement connection with employment purposes, it will clearly and conspicuously disclose to the Consumer, in a written document consisting solely of the disclosure, that Client may obtain EVS Employment Information for employment purposes, and will also obtain the Consumer's written authorization to obtain or procure EVS Employment Information relating to that Consumer. Client further certifies that it will not take adverse action against the Consumer based in whole or in part upon the EVS Employment Information without first providing to the Consumer to whom the EVS Employment Information relates a copy of the EVS Employment Information and a written description of the Consumer's rights as prescribed by the Consumer Financial Protection Bureau ("CFPB") under Section 609(c)(3) of the FCRA, and also will not use any EVS Employment Information in violation of any applicable federal or state equal employment opportunity law or regulation. Client will use EVS Employment Information ordered under this Agreement for the foregoing purpose and for no other purpose. Client acknowledges that it has received from Barada a copy of the consumer rights summary as prescribed by the CFPB. It is recognized and understood that the FCRA provides that anyone "who knowingly and willfully obtains information on a consumer from a consumer reporting agency under false pretenses shall be fined under Title 18, United States Code, imprisoned for not more than two (2) years, or both." EVS may periodically conduct audits of Client regarding its compliance with the FCRA and other certifications in this Agreement. Audits will be conducted by email whenever possible and will require Client to provide documentation as to permissible use of particular EVS Employment Information. In addition, Barada will be required to provide documentation indicating CRA validated the legitimacy of Client prior to contract execution and will also provide a copy of agreement between Barada and Client. Client gives its consent to EVS to conduct such audits and agrees that any failure to cooperate fully and promptly in the conduct of any audit, or Client's material breach of this Agreement, constitute grounds for immediate suspension of the Service or termination of this Agreement. If EVS terminates this Agreement due to the conditions in the preceding sentence, Client (i) unconditionally releases and agrees to hold EVS harmless and indemnify it from and against any and all liabilities of whatever kind or nature that may arise from or relate to such termination, and (ii) covenants it will not assert any claim or cause of action of any kind or nature against EVS in connection with such termination. Vermont Certification. Client certifies that it will comply with applicable provisions under Vermont law. In particular, Subscriber certifies that it will order EVS Employment Information relating to Vermont residents Confidential and Copyright 2017 Barada Associates Inc. Page 10