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Taleo Business Edition Subscription Service Agreement

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Taleo Business Edition Subscription Service Agreement
ACCUTALENT SERVICE ADDENDUM

D FORM, OPEN FORM TOOL BAR AND CLICK ON THE “LOCK.” REMOVE THE FOOTER BY GOING TO VIEW/HEADER AND

FOOTER, CLICKING ON THE FOOTER AND DELETING.



Date Month Day, 200



Subscriber Name: Contact Name:

Number Street Phone: ( )- -

Fax: ( )- -

City, State Postal Code Email: @ .

The Applications and services to be provided and those covered by this agreement are those indicated by

Subscriber selecting “Yes” in the table below.

You Select the following basis for Your pricing: (check one only).

W-2 Pricing W-2s issued in tax year 200__: W-3 Attached: Yes



User Pricing Number of User Licenses:

SM

Implementation AccuSkill Assessments Customization

No Replication company’s employment

Yes AccuTalent® Implementation No Initial Assessments

application online Number of Pages:

No Custom On-boarding Steps, Reports

No Scheduling No Extended Assessments

and Forms Number of Pages:

No Additional Candidate text-based

No Standard On-boarding No Complete Assessments

language(s): Enter languages

No Split Background Checks No Unlimited Initial Assessments No Other Describe

No Internal Workflow w/ intranet No Unlimited Full Assessments Training

No Internal Workflow w/ External Site Other Applications and Services No HR Consulting Implementation Support

No Tax Incentives-Walton Management No AutoOutreach Job Posting No On-Site Training

No Form I-9 Management (AVS) No JobTarget-Job Board Posting No Remote Web Training

No Data Migration from another ATS No Legal Hotline

No Payroll integration No Interviewer Training

®

No Interviewer Training No FirstWord New Hire

No Listed (Pre-determined) Assessment ®

No LastWord Exit Surveys

Batteries

No New Assessment Batteries with No Form I-9 Management (AVS)

Existing Scales (Select “Yes” only if “Yes” selected

No New Batteries with New Scales under implementation)



This Agreement, including the Attachments, represents the entire agreement between us for the services and

Applications to be provided to “Subscriber” by AccuSource (hereinafter “Provider”).



AccuSource, Inc. Date:

(Referred to as “Provider” in this Agreement)



Signature: By: _______________________ Print Name: Lisa Holder Title: CEO





[Company Name] Date:

(Referred to as “Subscriber” in this Agreement)



Signature: ________________________ Print Name: Title:









AccuSource - AccuTalent Service Addendum 07-10-2009 1

ACCUTALENT SERVICE ADDENDUM

Terms and Conditions



1. Definitions. Initially capitalized terms have the meaning surveys presented through Applications; (v) manage

given to them in this Paragraph or elsewhere in this Agreement: Applications through the respective administration systems; and

SM

(vi), if Subscriber is using AccuSkill prehire assessments,

A. “Application(s)” means the proprietary Software-as-a- then to use (i) only assessments that are job-related; and (ii) the

Service programs selected by Subscriber on Page 1 of this scores only as a guide to employee selection decisions, and not

Agreement or hereafter added by an amendment to this as the final determiner.

Agreement.

B. “Release Date” means the date an Application is released 5. Fees, Billing Information and Payment of Fees.

by Provider to subscriber for use.

C.“Selected” means the Application, Application modules and A. Fees for Selected Applications, modules and services are

services indicated by Subscriber on Page 1 of this set forth on Attachment A.

Agreement.

D.“ATS” means AccuTalent talent management system, B. All fee obligations are non-cancelable and amounts paid are

including an Internet career site (English and Spanish), non-refundable. Provider reserves the right to modify its fees

requisitions, standard eApplication, resume collection, and to introduce new fees prospectively upon 10 days prior

Subscriber authored prequalification questions, candidate notice to Subscriber and upon any Term renewal, which fees

manage-ment, integration with Provider's background shall apply to services Selected after that date. Fees are non-

screening application, communications, notes, rankings, refundable and User Licenses cannot be decreased during the

reports, and Selected modules. Term.

E. “User Pricing” means the pricing based upon the number of

user licenses (“User Licenses”) purchased by the

Subscriber as provided in Paragraph 5(C), C. Subscriber agrees to pay all invoices in accordance with

paragraph 3(a) of the Subscriber Agreement.

F. “W-2 Pricing” means the pricing based upon Subscriber

issued W-2’s as provided in Paragraph 5(B).

G. “Subscriber” means the company referred to on Page 1 D. Subsciber will pay all applicable sales, use and like taxes

of this Agreement and includes its employees and agents. and other fees for services requested.



2. Application Access. Selected Applications will be 6. Publicity and Marketing. Provider may, at its discretion,

accessible to Subscriber via the Internet through a web browser issue a press release announcing the use of Application(s) by

(Internet Explorer is recommended); and, other than for system Subscriber. If an Application performs to Subscriber

maintenance and reasons beyond Provider’s or its licensor’s satisfaction, Subscriber agrees to provide Provider with a quote

reasonable control, twenty-four hours a day, seven days a from the primary decision maker and a user of the Application,

week. If you have Selected Form I-9 Management (AVS), then as well as work with Provider to approve a press release

the additional terms set forth on Attachment B are incorporated relating to the same. As of the Release Date Application

herein. activation, subscriber hereby grant Provider the right to

reference Subscriber, along with Subscriber logo, on Provider’s

3. Training and Support. (A) Provider shall provide website until such time as this Service Agreement is terminated.

Subscriber with the following: (i) assistance in setting up

Subscriber’s web career site; [(ii) up to hours of [onsite] 7. Term and Termination. This Agreement is effective as the

[remote web training] or [Selected training]; (iii) access to ATS date hereof and is for an initial term of Select commencing as

online video training and an online knowledge base; and (iv) of the Release Date (“Term”). The minimum Term is twelve

Help Desk support between 8:00 AM and 5:00 PM (PT Time) calendar months. This Agreement will automatically renew for

Monday-Friday, except Legal Holidays. Technical support is additional one year Terms unless either Party sends a notice of

available 24/7/365. its intention not to renew at least sixty (60) days prior to the end

of the then current Term. Upon expiration or termination,

subscriber will immediately cease all use of Applications.

4. Your Responsibilities. Subscriber shall be responsible and

Subject to Subscriber having paid all outstanding fees and the

promises to do the following: (i) obtain and maintain all

payment of then current charge for backup data, Subscriber is

computer hardware, software and communications equipment

entitled to receive a back-up of subscriber data. If either Party

and services needed to access Applications, and for paying all

fails to perform any material obligation of this Agreement, either

third-party access charges; (ii) designate Application adminis-

Party may terminate this Agreement if such failure is not cured

trators and assign them the responsibility of administering

within 14 days of written notice thereof to the non-performing

Applications; (iii) maintain the confidentiality of provided or

Party. Termination is not our exclusive remedy and all other

chosen passwords permitting access to Applications and be

remedies under applicable law will be available whether or not

responsible for all activity on Subscriber account accessed with

the license granted herein is terminated.

a password; (iv) create and approve all content, including

jobseeker information, questionnaires, assessments, and/or



AccuSource - AccuTalent Service Addendum 07-10-2009 2

ACCUTALENT SERVICE ADDENDUM

8. Warranty and Disclaimer. OTHER THAN WARRANTIES derivative works based on Applications; rent, lease, distribute,

EXPRESSLY SET FORTH IN THIS SERVICE AGREEMENT, sell, resell, assign, or otherwise transfer rights to Applications;

THE SERVICES ARE PROVIDED WITHOUT WARRANTY OF use Applications for timesharing or service bureau purposes or

ANY KIND, AND PROVIDER DISCLAIMS ALL OTHER otherwise for the benefit of a third-party; or remove any

WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, proprietary notices or labels on Applications. Because

BUT NOT LIMITED TO, IMPLIED WARRANT-IES OF Applications are proprietary, Subscriber agrees not to publish or

MERCHANTABILITY AND FITNESS FOR A PARTICULAR disclose to third parties any evaluation of Applications without

PURPOSE. WE DO NOT REPRESENT OR WARRANT THAT Provider's prior written consent. Subscriber acknowledge that

THE SERVICE WILL BE UNINTER-RUPTED OR ERROR- Provider’s licensor retains exclusive ownership throughout the

FREE, BUT DO REPRESENT THAT WE WILL USE OUR world of all Applications and its service marks, any portions or

BEST EFFORTS TO REMEDY ANY APPLIATION ERRORS copies thereof, and all rights therein.

OR “BUGS” AS PROMPTLY AS POSSIBLE. (B). This limited license does not extend to Resource

Processing Outsourcers, Professional Employment Organiza-

9. Limitation of Liability for AccuTalent Service. Each Party tions or staffing companies and Subscriber represents

agrees that the other shall not be liable for failure to perform this Subscriber is not one.

Agreement due to any Act of God or other cause beyond such

Party's reasonable control (including, without limitation, any 12. Restrictions and Policies.

mechanical, electronic or communications failure not the fault of

a Party). Provider’s total liability with respect to the subject A. General Use. Subscriber will use Applications and our

matter of this Agreement (including, but not limited to liability services only for lawful purposes, in compliance with all

arising of the contract, tort, strict liability, breach of warranty or applicable federal, state, and local laws and regulations

otherwise), will be limited to the fees paid by Subscriber to including, without limit, equal opportunity laws, trademark,

Provider pursuant to this Agreement in the 12 months obscenity and defamation laws and for the purposes

immediately prior to the act that gave rise to the asserted contemplated by this Agreement.

liability. Neither Provider nor its licensor shall be liable in any

event for loss or inaccuracy of data, loss of profits or revenue,

or indirect, special, incidental or consequential Damages B. Privacy Policy and Confidentiality. All data collected through

(including without limitation, the cost of any substitute an Application will belong to Subscriber and will not be

procurement) exemplary, punitive, or special damage, whether disclosed to any third-party without your consent except to

or not foreseeable and even if they have been advised of the comply with applicable laws and lawful government requests, to

possibility of such damages. operate its business properly, or to protect its users or itself or

its licensor from liability hereunder; provided, however, Provider

and its licensor may collect, use and disclose for its business

10. Indemnification/Hold Harmless: Subscriber purposes (including software use optimization and product

acknowledges that it has read and understands the marketing) such information, provided that such use does not

requirements of the Fair Credit Reporting Act and will reveal Subscriber identity and Confidential Information or any

comply with the instructions and requirements of the personally identifiable applicant or employee information that

AccuTalent Service. Subscriber agrees that it will comply belongs to Subscriber.

with all such requirements, and Subscriber agrees that it

shall defend, indemnify and hold AccuSource, Inc., its C. Data Backup and Security. Provider shall use all reasonable

directors, officers, employees, agents, successors and efforts to protect Subscriber data behind a secure firewall

assigns, harmless from any and all claims, liability, costs system, to conduct daily data backups, and to store weekly full-

or damages whatsoever arising out of or related to system backup in a separate, fire-safe facility.

Subscriber’s failure to comply with such requirements.

Subscriber further agrees that it shall defend, indemnify

and hold AccuSource, Inc., its directors, officers, 13. Miscellaneous.

employees, agents, successors and assigns, harmless

from any and all claims, liability or damages whatsoever A. This Agreement is between Subscriber and Provider, and,

arising out of or related to the accuracy or use of the other than Provider’s licensor, is not for the benefit of any third-

services or data provided under this Agreement. party, whether directly or indirectly. The failure of either Party to

exercise in any respect any right provided for herein will not be

deemed a waiver of any further rights hereunder. If any

11. Limited Software License. (A). Provider grants to provision of this Agreement is found to be unenforceable or

Subscriber, subject to the terms and conditions of this invalid, that provision will be limited or eliminated to the

Agreement, an individual, personal, non-sublicensable, non- minimum extent necessary so that this Agreement will

exclusive and non-transferable license to use Applications in otherwise remain in full force and effect and enforceable. This

accordance with the applicable end-user documentation and Agreement is not assignable or transferable by Subscriber

solely in conjunction with this Agreement. Subscriber will not, except with Provider's prior written consent.

directly or indirectly, reverse engineer, decompile, disassemble

or otherwise attempt to discover the source code or underlying B. This Agreement will be governed by and construed in

ideas or algorithms of Applications; modify, translate, or create accordance with the laws of the State of Califorina without

AccuSource - AccuTalent Service Addendum 07-10-2009 3

ACCUTALENT SERVICE ADDENDUM

regard to its conflict of laws provisions. Subscriber and Provider

agree that any claim arising out of or related to this Agreement

must be commenced within one (1) year after the claim first

arose, otherwise, such claim(s) shall be permanently barred.



C. Any controversy or claim that is more than five thousand

dollars ($5,000) arising out of or relating to this Agreement, or

the breach thereof, shall be settled by arbitration in the County

of Riverside, California, in accordance with the Commercial

Arbitration Rules of the American Arbitration Association, and

judgment upon the award rendered by the arbitrator(s) may be

entered in any court having jurisdiction thereof.



D. All notices under this Agreement will be in writing and will be

deemed to have been duly given when received, if delivered

personally, transmitted by facsimile or e-mail; if sent for next

day delivery by recognized overnight delivery service, the day

after it is sent; if sent by certified or registered mail, return

receipt requested, upon receipt; and if displayed on the ATS

administration system the day after it is first displayed.



E. Paragraphs by their context that are intended to survive

termination or expiration of this Agreement shall survive such

termination and expiration.



F. This Agreement is the complete and exclusive statement of

the mutual understanding of the parties regarding AccuTalent

and supersedes and cancels all previous or contemporaneous

written and oral agreements, communications and other

understandings relating to the subject matter hereof, and that all

modifications must be in writing signed by both parties, except

notices and as otherwise provided herein. However, this

Agreement will be construed in conjunction with the basic

Subscriber Agreement between the parties. If there is a conflict

between the terms of these agreements, the Subscriber

Agreement shall control on all subjects except those specifically

directed to the AccuTalent Service.



G. No agency, partnership, joint venture, or employment is

created as a result of this Agreement.





Subscriber’s Initials: _____

AccuSource Initials: _____









AccuSource - AccuTalent Service Addendum 07-10-2009 4

ACCUTALENT SERVICE ADDENDUM

Attachment A. – Price Schedule.

Confidential Pricing

End User Pricing

Annual Price Monthly Price

(Non-RPO/PEO/Staffing)

Annual Licensing Fees 1/12 of Annual Licensing Fees Payable Monthly

W-2 Pricing (unlimited users) (Minimum 250) 1 - 250 $ $

251 -650 $ $

651-1250 $ $

1251 - 1750 $ $

1751 - 5000 $ $

5001 - 6000 $ $

6001 - 7000 $ $

7001 - 8000 $ $

8001 - 9000 $ $

9001 - 10000 $ $

> 10000 $ $

First Client User: $ $

User Pricing

Additional Users: $ $

Implementation All Implementation Fees Payable at Activation and

Fixed Implementation Costs are one-time fees.

Basic Implementation $

Scheduling $

Standard On-Boarding $

Split Background Checks $

Internal Workflow w / Subscriber intranet $

Internal Workflow w / External Site $

Tax Incentive Administration, incl. WOTC (Walton

$

Management)

Additional Fixed Priced Items

Payroll integration $ Approximate. Pricing may vary depending on payroll provider.

Data Migration from another ATS $

I-9 Implementation (SVS) $

Additional Candidate text-based languages $

AccuTalent® Interview er Training $

Variable Implementation Costs

Replication company’s employment application

$

online (Price is per page)

Custom On-boarding Steps, Reports and Forms

$

(Price is per page)



On-Site / Remote Web Training $



HR Consulting-Implementation Support (Price is

$ per hour. Out of the office travel time, $ per hour.

per hour)

Assessments

Listed (Pre-determined) Batteries $ $

New Batteries Existing Scales $ $

New Batteries with New Scales $ $

Monthly or Annual Recurring Items

Assessment Fees Payable Monthly

Assessments

Owner's cost is based on the aggregate monthly volume from its Subscribers.

Subscriber Monthly Volume Initial Extended

Complete Assessment

Per Subscriber Assessment Assessment

1-50 $ $ $

51-100 $ $ $

101-150 $ $ $

151-200 $ $ $

201-250 $ $ $

251-500 $ $ $

501-1000 $ $ $

1000-2000 $ $ $



Unlimited Initial Assessments

$ $ $

(For RPO/PEO/Other 3rd Party Provider Request Pricing)





Unlimited Full Assessments

$ $ $

(For RPO/PEO/Other 3rd Party Provider Request Pricing)



Payable as Indicated

Other Items

Cost is per Subsrciber and not aggregated.

AccuTalent® I9 Easy Verification System I9 Monthly Transactions Per Subscriber (annual minimum 100 transactions)

Annual Minimum I-9's Processed 100 per year

Scanning of Paper I-9's Request Pricing

Monthly Subscriber Volume 1 to 250 $

251 - 500 $

501 - 1000 $

1000 + $

AutoOutreach Job Posting $.xx per fax minute or email

JobTarget-Job Board Posting $ per month, plus job board fees.

Legal Hotline $ per month

AccuTalent® Interviewer Training 10 seats $ annually

FirstWord® New Hire and $ annually Annual Fee: includes reports and 100 interviews

LastWord® Exit Surveys additional interviews, $ each









AccuSource - AccuTalent Service Addendum 07-10-2009 5

SUBSCRIPTION AND SERVICE AGREEMENT

Attachment B. Applicable only if AccuTalent I9 Easy Verification Services are being provided to

Subscriber as indicated by Paragraph.

This Addendum sets forth the terms pursuant to which 2.0 Incorporation of Terms from Agreement.

AccuSource, as Subscriber’s Designated Agent, will provide 2.1. The terms and conditions set forth in the

Subscriber with AccuTalent® I9 Easy Verification Services. Agreement are incorporated herein in pari passu.

2.2. Initially capitalized terms not defined in this

1.0 Definitions. The following initially capitalized terms Addendum shall have the meanings given them in the

shall have the following meanings: Agreement.

1.1. “Employee(s)” means an employee of Subscriber for

whom AccuSource has converted paper Form I-9’s as part 3.0 AccuTalent® Verification Service Description.

of Conversion Services. AVS will incorporate the following:

1.2. “Covered Sites” means Subscriber Hiring Locations 3.1. an interface with AccuTalent® Talent

using AVS. Management System through which Subscriber may

1.3. “Conversion Services” means the optional service incorporate into job positions a Form I-9 process step and

made available to Subscriber to convert its pre-AVS paper AccuTalent® Administrators can electronically sign Section

Form I-9’s to PDF or Tiff files that will be indexed by as 2 and view the status of E-Verify responses;

contemplated in Paragraph 8 and thereafter accessible to 3.2. at Subscriber’s option, online access for

AVS Administrators through AVS System. eEmployees to the notices required by DHS indicating

1.4. “Designated Agent” shall have the meaning given to Subscriber participation in the E-Verify program, as well as

it in the E-Verify User Manual, U.S. Citizenship and the anti-discrimination notice(s) issued by the Office of

Immigration Services, 01/04/2008. Special Counsel for Immigration-Related Unfair

1.5. “eEmployee(s)” shall mean Subscriber’s employees Employment Practices;

hired after the date of SVS activation and have used SVS 3.3. the Government-mandated English language

to enter employment eligibility and identify verification. Form I-9 (with Government mandated instructions), and for

1.6. “E-Verify” means the Internet-based system translation help only, the Government-mandated Spanish

operated by U.S. Citizenship & Immigration Service in language Form I-9 (which may be used for completion only

cooperation with the Social Security Administration (SSA) for eEmployees in the Commonwealth of Puerto Rico);

to electronically compare information in Form I-9 with 3.4. built in logic to reject or edit incomplete or include

records contained in SSA and Department of Homeland incorrect types or formats of information;

Security (DHS). 3.5. the ability for eEmployees (or their Translator /

1.7. “Form I-9 Process in a Nutshell” refers to Employers Preparer) to electronically complete, sign and print Section

Information Bulletin 102, U.S. Citizenship & Immigration 1 of the Form I-9;

Service, 10/07/2005/ 3.6. the ability for AccuTalent® Administrators and

1.8. Memorandum of Understanding (“MOU”) shall have AVS Administrators to electronically complete, sign and

the meaning given to it in the E-Verify User Manual print Section 2 of the Form I-9 and for AVS Administrators

referenced above. also to complete Section 3;

1.9. References in Sections 1, 2 or 3 in this Agreement 3.7. so long as available from the U.S. Government, E-

shall mean the counterpart numbered Sections 1, 2, and 3 Verify services, a display of the E-Verify response to the

of Form I-9. submission and recording the E-Verify Case Verification

1.10. “AccuTalent® Administrators” means Subscriber Number on the eEmployee’s Form I-9;

representatives granted administrative rights to 3.8. if and when available from the U.S. Government

AccuTalent® System (described in Addendum 1 of the as part of E-Verify for a web service, include a link to the

Master Agreement) and who, pursuant to that Addendum, government stored picture for employees using Form I-94

are authorized by Subscriber to verify identity and as verification and including a place for an electronic

employment eligibility documents and to electronically sign signature to confirm a match between the picture displayed

Section 2 of Form I-9. and that presented by the eEmployee.;

1.11. “AccuTalent® Verification Services” or “AVS” shall 3.9. in instances of a “Tentative Non-Confirmation Re-

mean the automated employment verification system as sponse,” (i) (a) send an email notification to the eEmployee

described in Paragraph 3 of this Agreement. (if an email address is in the AccuTalent® System) and to

1.12. “AVS Administrator(s)” means those employees of the AccuTalent® Administrator through the AccuTalent®

Subscriber granted administrative rights to AVS’ System and/or AVS Administrator through the AVS System

administrative system. (b) display the receipt of such Response as part of the

1.13. “AVS System” means the online application through eEmployee record; and (ii) provide a form-filled Notice of

which AVS Administrators can access the functions Tentative Non-Confirmation that may be printed and signed

incorporated into AVS. by an eEmployee and Your representative.





AccuSource - AccuTalent Service Addendum 07-10-2009 6

SUBSCRIPTION AND SERVICE AGREEMENT

3.10. in instances of a “Confirmed Non-Confirmation 4.1.7. through the AVS, create and maintain (update)

Response,” (i) (a) send an email notification to the the list of AVS Administrators;

eEmployee (if an email address is in the AccuTalent® 4.1.8. notify eEmployees of a “Tentative Non-

System) and to the AccuTalent® Administrator through the confirmation Response” and comply with the

AccuTalent® System and/or AVS Administrator through Employer’s obligations upon receipt of such Response;

the AVS System (b) display the receipt of such Response 4.1.9. provide those of its employees involved in the I-

as Part of the eEmployee Record and (ii) provide a form- 9 process with the training required for such persons to

filled Notice of Confirmed Non-Confirmation that may be understand the I-9 process, use of AVS, and the

printed and signed. requirements applicable to Subscriber obligations

3.11. give online access to (i) Form I-9 Process in a under this Agreement and applicable law; and

Nutshell and (ii) Section 7 of the E-Verify User Manual to 4.1.10. complete and promptly provide to Provider

Selectech and AVS Administrators; Attachment A-1 (1) (Information for Memorandum of

3.12. electronically store copies of all electronic Form I-9s Understanding-Client Company Registration) and

for a minimum of three (3) years from the eEmployee or execute a Memorandum of Understanding (“MOU”) in

cEmployee’s hire date or until one (1) year after employee the form required by DHS and to designate Provider as

ceases to be employed by AccuTalent®, which ever is later its “Designated Agent.”

(or otherwise required by changes to federal law or

regulations, with respect to data still available in Provider’s 4.2. Provider. The obligations of Provider are as follows:

licensor’s online storage system at the time such changes 4.2.1. provide AccuTalent® I9 Easy Verification

come into effect); Services during the Term;

3.13. the ability for Subscriber to grant secure online 4.2.2. act as Subscriber’s Designated Agent;

access to searchable Form I-9’s as required for 4.2.3. electronically store copies of all electronic Form

government audits;

I-9’s for a minimum of three (3) years from the an

3.14. display on the AccuTalent® Administrator’s “recruiter eEmployee or cEmployee’s hire date or until one (1)

dashboard” for Covered Sites the number of Form I-9 year after the date an they cease to be employed by

Section 1’s pending and Section 2’s pending and links to Client, which ever is later (or as may be otherwise

the referenced eEmployee’s Form I-9; and required by changes to federal law or regulations, with

3.15. display on AVS Administrator’s “dashboard” for respect to data still in Provider’s Form I-9 storage

Covered Sites an overview of verifications required, database at the time such changes come into effect);

submitted, document receipts pending, resubmissions, 4.2.4. provide an upload capability to allow Subscriber

closed and links to the referenced eEmployee’s Form I-9. to upload its employee data from its payroll or HRIS

system in CSV format of the information referenced in

4.0 Responsibilities of Subscriber and Provider. Paragraph 4.1.6;

4.1. Subscriber. The obligations of Subscriber are as 4.2.5. until the U.S. Government amends its

follows: regulations to permit electronic signatures for Non-

4.1.1. use AVS as a post-hire process step in confirmation Notices, append Your faxed, signed

AccuTalent® Talent Management System for all new Tentative and Confirmed Non-Confirmation Notices to

hires at all Covered Sites; an eEmployees SVS record;

4.1.2. use AVS, including the E-Verify process, only 4.2.6. backup Subscriber data daily; and

for applicants hired after the date of AVS activation 4.2.7. provide AVS Administrators technical support

and only after an applicant has accepted an offer of 24/7/365.

employment;

4.1.3. as an E-Verify user, require eEmployees to 5.0 Reports. The following reports will be available online in

enter their Social Security Number in Section 1; AVS:

4.1.4. allow an eEmployee to use a translator or 5.1. the status of eEmployees Form I-9s;

preparer to complete Section 1 of the Form I-9; 5.2. if Subscriber has provided AccuSource with an

4.1.5. Subscriber is solely responsible for verifying employee data feed as contemplated in Paragraph 4.1.6

identity and employment eligibility documentation above, those active eEmployees reflected in the data feed

submitted by eEmployees and for completing Form I-9 that do not have a completed Form I-9 on file; and, if

as required by law; Subscriber has elected Conversion Services, for

4.1.6. if Subscriber has elected to upload employee cEmployees;

data as contemplated in Paragraph 4.2.4, then not less 5.3. Document Receipt expirations of eEmployees who

than monthly upload to AVS a data feed of its new provided a Document Receipt in lieu required

hire, active and terminated employee data (social documentation of either or both employment eligibility or

security number, last name, first name, hire or identity set to expire within 30 days from the date of the

termination date, position code and hiring location report and an email reminder 5 days prior to the expiration

code); of those Document Receipts for those not resolved; and



AccuSource - AccuTalent Service Addendum 07-10-2009 7

SUBSCRIPTION AND SERVICE AGREEMENT

5.4. Work authorization expiration notices of eEmployees, Control Record in the form of Attachment C listing all

and, if Subscriber has elected Conversion Services, locations that will be shipping Form I-9’s for conversion to

cEmployees, whose work authorization is set to expire IDS.

within 91 days from the date of the report and a reminder 8.3. At its expense, Subscriber will deliver its existing paper

15 days prior to the expiration of those work authorizations Form I-9’s, securely packaged, to Integrated Data

of eEmployees or cEmployees for whom his/her re- Solutions, 127 US Highway 206, Suite 17, Hamilton, NJ

verification has not been completed. 08610 (“IDS”). Each container will have clearly marked on

the outside (i) Subscriber’s company name and (ii) the

6.0 Term. This Agreement is effective as the date hereof consignor’s contact name, address, and telephone number;

and the initial term of this Agreement will commence upon and, include inside each container a fully completed

AVS activation, and will terminate as of the date that Attachment A-1 (4). Delivery to IDS shall constitute a

Subscriber AccuTalent® Talent Management System conversion order. Each Subscriber location shall fax a copy

agreement terminates, the current termination date being of Attachment A-1 (3) to Provider at (888-649-6244) when

(“Term”). Employment Verification Services shall be the container is shipped.

activated approximately . 8.3 The fees for Conversion Services are set forth on

Attachment B-1 (2) and are for documents prepared for

7.0 Fees for Form I-9 Services. The fees for AVS are set automatic scanning. Documents not prepared for automatic

forth on Attachment A-1 (2), which is incorporated herein and scanning and requiring preparation (such as the removal of

made a part hereof. staples, unfolding, repair of tears, etc.) or manual scanning

shall incur additional fees.

8.0 Paper Form I-9 Conversion Services. (to elect, check 8.4 Subscriber agrees that Provider has no liability for acts

the box and initial in the place provided below) or services performed by IDS and its employees.



Subscriber Initials 8.5 Subscriber authorizes the post-

8.1 Client elects Conversion Services. production destruction of all converted paper Form

8.2 Prior to shipping any Form I-9’s, Subscriber will I-9s. [Cross out if not applicable]

complete and fax to Provider (888-649-6244) a Document







Subscriber’s Initials: _______ AccuSource Initials:_______









AccuSource - AccuTalent Service Addendum 07-10-2009 8

SUBSCRIPTION AND SERVICE AGREEMENT



Attachment B-1 Information for Memorandum of Understanding-Client Company

Registration Use Only if AccuTalent® Verification Services Included

Subscriber Company Name:



Physical Address:

Address 1:

Address 2:

City: State Zip Code County



Alternate Mailing Address:

Address 1:

Address 2:

City: State Zip Code County



Employer Tax ID:



Employer Program Administrator (point of contact)

Name Title

Address 1:

City: State Zip Code County

Phone Number: ( )- Fax Number: ( )-



Total Number of Employees:



Corporate or Parent Company:



NAICS (North American Industry Classification System) Code:



Total Number of States Where Hiring Sites are Located:



Number of Hiring Sites per State:



State Number of Hiring State Number of Hiring State Number of

Sites Sites Hiring Sites

AL ME OR

AK MD PA

AZ MA RI

AR MI SC

CA MN SD

C0 MS TN

CT MO TX

DE MT UT

FL NE VT

GA NV VA

HI NH WA

ID NJ WV

IL NM WI

IN NY WY

IA NC District of

Columbia

KS ND Puerto Rico

KY OH

LA OK





AccuSource - AccuTalent Service Addendum 07-10-2009 9

SUBSCRIPTION AND SERVICE AGREEMENT





Attachment B-2. Fees.

Service Fee Billing

Implementation Fee $ Upon contract execution



Form I-9 Transaction Fee Without $ per Form I-9 entered into Monthly upon completion of

Appended Non-confirmation Notice AVS Section 1

Form I-9 Transaction Fee With $ per Form I-9 entered into Monthly upon completion of

Appended Non-confirmation Notice AVS Section 1 or conversion of

paper forms



E-Verify Included; provided xx will Monthly

pass through of any cost

imposed by the Government

or its provider of E-Verify

services (currently there is no

additional cost)

Annual Maintenance $

Online Reporting Included N/A

Online video AVS training Included N/A

Optional Additional Service and Costs

Conversion of Existing Paper Form

I-9s to Searchable Digital Forms.



Paper Forms $ per box received



Scanning and Indexing (with Last $ per paper Form I-9

Name and SSN confirmation) and processed

storage specific to employees hired

prior to use of SVS.

(this is in addition to the Form I-9

Transaction Fee)

Upon completion of

conversion orders

Document preparation, if required $ per Form I-9 for which

(if more than 20% of the Form I-9s preparation is required

in a shipment require preparation,

then the preparation fee will be Included

charged for all Forms.



$ , plus shipping costs per

Paper Form I-9 Certified box returned

Destruction



Paper Form I-9 Return

CD-ROMs or FTP transmittal of $ Upon occurrence

Form I-9’s in AccuSource database

at time of request.



Train-the-Trainer Live Webinar One session included.

Training Additional requested web Upon occurrence

sessions $ per hour or part

thereof



Onsite training $______ per day, plus Upon occurrence

reasonable travel & expenses

(if requested by Client)

AccuSource - AccuTalent Service Addendum 07-10-2009 10

SUBSCRIPTION AND SERVICE AGREEMENT





Attachment C-1 (3). Subscriber Document Control Record Form









Instructions: List each location that will be send documents for scanning and advise them to enter onto the Document Shipping Record the ERC Assigned Sende

Code.



When completed email to ERC: courtney.hibbard@ercdataplus.com.



Pursuant to the agreement for document conversion, the docucments will be [returned] [destroyed by shredding] upon completion of the project.



Client Document Control Record

Client

Number of Sending Locations

Date Faxed to ERC

Condition on

Ship Date Scanning Received Preparation Requ

Sending Locations ERC Assigned Sender Code Receipt

(Optional for Client) Date (Y/N)

OK/Breached









AccuSource - AccuTalent Service Addendum 07-10-2009 11

SUBSCRIPTION AND SERVICE AGREEMENT

Attachment C-1 (4). Paper I-9 Transmittal Form and Document Destruction or Return

Instructions

PART A: To be completed by Subscriber Location Sending Documents and (1) faxed to

609-587-9964 and (2) included in the document shipment container.

Sender (Covered Site):

Subscriber Company Name:

Subscriber Sending Location Name:

Signature of Person Sending Documents: ____________________________

Date: , Select.

Print Name:

Title:





Location Address: Number Street (No PO Box) City State Postal Code

Telephone: A/C- - Sender’s Email: @

Required: The signed Sender Code: ________________________

Disposition Instructions

Check and Initial



_____ These documents are to be returned to the sending location following

completion of Your Project and after authorization from xx.





_____ These documents are to be destroyed by shredding following completion of

Your Project and after authorization from xx.

PART B: TO be completed by Integrated Data Solutions, Inc. and (1) mailed regular U.S.

Postal Service to ERC Dataplus, Inc. at the time of document destruction.

This is to certify that the documents described above were

[shipped to sending location][shredded] on

Strike One of the Above





, Select.

Signature: ____________________________

Print Name:

Title:



AccuSource - AccuTalent Service Addendum 07-10-2009 12


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