PSA - Quest Diagnostics - Substance Abuse Testing Services

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Quest Diagnostics, including electronic reporting of results. To the extent Quest Diagnostics transmits test results electronically, using the Quest Diagnostics web -based reporting portal, Integrated Solutions (QIS) or Employer Solutions Portal (ESP), the parties shall agree to terms set forth in Exhibit E. 4. SUPPLIES. Quest Diagnostics will provide to Purchaser certain urine and/or hair specimen collection supplies as Quest Diagnostics deems proper to be used exclusively for ordering testing performed by Quest Diagnostics. Quest Diagnostics reserves the right to charge for these supplies when such orders exceed 120% of tests ordered. In the event Purchaser desires to purchase oral fluid testing services, the provisions included in Exhibit A shall apply. Custom forms and custom collection supplies are available at the fees set forth in Exhibit A. S. CONFIDENTIALITY. The parties agree that records related to test orders and/or test reports (collectively the "Data") shall be regarded as confidential, and both parties shall handle and use the Data in a confidential manner, as well as comply with all applicable federal and state laws and regulations regarding the use and disposition of such Data. Both parties agree to consider the terms of this Agreement confidential and not disclose any information contained in this Agreement to any outside party unless required by applicable law. 6. FEES AND PAYMENT TERMS. 6A FEES AND PAYMENT TERMS. Quest Diagnostics will invoice Purchaser at the fees set forth in Exhibit A in accordance with the specific needs of Purchaser and applicable federal and state statutes and regulations. Purchaser agrees to compensate Quest Diagnostics Net thirty (30) days Due Upon Receipt of the date of Quest Diagnostics's invoice. Quest Diagnostics reserves the right to charge a finance charge of one and one-half percent (1-1/2%) per month on any sixty (60) day past due balance or the maximum rate that the law permits. 6.2 LITIGATION ASSISTANCE FEES. Quest Diagnostics is qualified and available to provide litigation assistance for Purchaser at the fees outlined in Exhibit A of this Agreement. 7. TERM AND TERMINATION. 7.1 The term of this Agreement shall commence on the Effective Date and terminate after a period of twenty-four (24) months. Quest Diagnostics expressly reserves the right to increase or decrease its fees upon providing Purchaser with at least thirty (30) days advance written notice after the twenty-four (24) months has expired. 7.2 In addition to the foregoing, either party may terminate this Agreement immediately and at any time, due to a material breach, by providing the other party with written notice setting forth, with specificity, the nature of the material breach. Material breach means a violation of any law by a party such that the continued performance of the Agreement will subject either or both of the parties to potential fines or other penalties as a result of such continued performance of this Agreement. 8. MISCELLANEOUS. 8A ASSIGNMENT. All rights and obligations of either party under this Agreement may be assigned to its subsidiary, successor, or parent corporation. 8.2 ENTIRE AGREEMENT. This Agreement constitutes the entire understanding between the parties and supersedes all prior understandings, arrangements and agreements, relating to the subject matter hereof. This Agreement may not be amended or modified except by a mutual agreed upon written and signed amendment. 8.3 INDEPENDENT CONTRACTORS. It is expressly understood and agreed by the parties hereto that Quest Diagnostics and Purchaser are at all times independent contractors engaging in their own respective business. Neither party has authority to enter into contracts or assume any obligations for or on behalf of the other party. 8.4 PRETESTING. Quest Diagnostics's sports testing policy forbids any person, including a healthcare provider from using Quest Diagnostics laboratory services to engage in pre -testing or otherwise aid any athlete in attempting to avoid detection of use of banned drugs. "Pre -testing" is the analysis for drugs in order to determine the positive or negative status of an individual's urine prior to the testing of this individual by an athletic governing body or organization, which prohibits or penalizes the use of these drugs. Furthermore, Purchaser and Purchaser's Client represent and warrant that each specimen forwarded to Quest Diagnostics for testing is not for "Pre -testing" as defined above or intended to assist an athlete or individual in avoiding the detection of use of banned drugs, including but not limited to anabolic steroids. 8.5 QUEST DIAGNOSTICS' LOGOIPUBLICITY. Neither Party shall use the name or logo of the other Party and shall not originate any publicity, news release, or other public announcement, whether written or oral or via the Internet, relating to the other Party, this Agreement, any amendment hereto, any prices quoted herein or to any performance hereunder without prior written approval of the other Party.