Master Service Agreement - Barada Associates Inc - Employee Background Checks

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Term Except as set forth herein, this Master Agreement will become effective on the date the Agreement is executed by the Parties as reflected on the first page of this Agreement ("Effective Date") and will continue in full force and effect until terminated by either Party pursuant to the terms contained herein. The term of each Service Addendum and/or Local Country Agreement, if any, will commence on the Effective Date set forth in each respective Service Addendum and/or Local Country Agreement and will terminate in accordance with their respective terms. Each Service Addendum and/or Local Country Agreement shall automatically renew in accordance with the terms and conditions contained in such Service Addendum and Local Country Agreement, if any. Except as otherwise set forth herein, if a Service Addendum or Local Country Agreement does not specify the terms upon which . automatic renewal shall occur, then such Service Addendum and/or Local Country Agreement shall automatically renew upon the occurrence of the expiration date, upon the same terms and conditions, unless either Party upon not less than 60 days advance written notice to the other Party, indicates its intention not to renew such Service Addendum and/or Local Country Agreement. Notwithstanding the termination of a Service Addendum and/or Local Country Agreement, the terms and conditions of this Master Agreement will remain in full force and effect. In the event this Master Agreement is terminated, then all the Service Addendums and/or Local Country Agreement shall be terminated as well. 2. Fees and Payment Unless a Service Addendum or Local Country Agreement otherwise specifies fee and payment provisions (which shall supersede the following terms only with respect to such Service Addendum or Local Country Agreement) Client shall make payment to Barada in accordance with this Section. Subject to Client's satisfaction with Barada's performance of the services requested by Client hereunder, Client will pay nonrefundable fees and other charges and costs agreed upon for Barada services and/or the consumer information provided to Client. The price of services offered by Barada to Client may be subject to change, and Barada agrees to provide Client with no less than thirty (30) days written notice prior to implementing any changes in the offering prices of Barada's services. Payment terms are net thirty (30) days from invoice date. At Barada's option, payments not received thirty (30) days after invoice date may cause the account to be placed on temporary suspension, with no additional request or procurement order being processed until the balance due is paid in full or other arrangements have been made in writing with Barada's Accounts Payable Department. All invoices are deemed final and complete if no adjustments are requested within thirty (30) days of invoice date. The providing of Client credit card information and electronic submission of it to Barada represents a legal authorization to debit the card for the orders placed and for non-payment per the fifteen (15) day payment term. Any account that remains inactive for a period of twelve (12) months will be deemed inactive and may be terminated and closed at Barada's sole discretion. Barada shall provide Client ninety (90) days' written notice prior to account termination due to account inactivity. 3. Conflicts In the event of a conflict between the provisions of a Service Addendum or Local Country Agreement, and this Master Agreement, the provisions of the Service Addendum or Local Country Agreement will control; provided, however, that the provisions of the Addendum and/or Local Country Agreement, will be so construed to give effect to the applicable provisions of the Master Agreement to the fullest extent possible. 4. Disclaimer of Warranties ALL SERVICES ARE PROVIDED "AS IS" EXCEPT AS EXPRESSLY PROVIDED IN THIS MASTER AGREEMENT, AN APPLICABLE SERVICE ADDENDUM OR LOCAL COUNTRY AGREEMENT. BARADA AND ITS AFFILIATES MAKE NO AND DISCLAIM ANY AND ALL. WARRANTIES AND REPRESENTATIONS WITH RESPECT TO THE SERVICES PROVIDED PURSUANT TO THIS MASTER AGREEMENT AND THE SERVICE ADDENDUMS, WHETHER SUCH WARRANTIES AND REPRESENTATIONS ARE EXPRESS OR IMPLIED IN FACT OR BY OPERATION OF LAW OR OTHERWISE, CONTAINED IN OR DERIVED FROM THIS MASTER AGREEMENT, ANY SERVICE ADDENDUM, LOCAL COUNTRY AGREEMENT OR ANY OTHER DOCUMENTS REFERENCED IN THIS MASTER AGREEMENT OR ANY SERVICE ADDENDUM, LOCAL COUNTRY AGREEMENT OR ANY OTHER MATERIALS OR COMMUNICATIONS WHETHER ORAL OR Barada Master Service Agreement Confidential and Copyright 2017 Barada Associates Inc. Page 2