IN THE UNITED STATES DISTRICT COURT 


FOR THE EASTERN DISTRICT OF MISSOURI 


) 

UNITED STATES OF AMERICA, ) 

) 

Plaintiff, ) Civil Action No. 

) 

v. ) 


) 


TALX Corporation, ) 


) 


Defendant. ) 


-----------------------) 

STIPULATED FINAL JUDGMENT AND ORDER FOR CIVIL PENALTIES, 

PERMANENT INJUNCTION, AND OTHER EQUITABLE RELIEF 

Plaintiff, the United States of America, acting upon notification and authorization to the 

Attorney General by the Federal Trade Commission ("FTC" or "Commission"), is concurrently 

filing its Complaint herein, which alleges that Defendant T ALX Corporation ("T ALX") has 

engaged in violations of the Fair Credit Reporting Act ("FCRA"), 15 U.S.C. §§ 1681-1681x, and 

in unfair or deceptive acts or practices in violation of Section 5 of the Federal Trade Commission 

Act ("FTC Act"), 15 U.S.C. § 45(a). Defendant has been represented by the attorney whose 

name appears hereafter. The parties have agreed to entry of this Stipulated Final Judgment and 

Order for Civil Penalties, Permanent Injunction, and Other Equitable Relief ("Order") to resolve 

all matters in dispute in this action without trial or adjudication of any issue of law or fact herein 

and without Defendant admitting the truth of, or liability for, any of the matters alleged in the 

Complaint. Defendant has waived service of the Summons and Complaint. 

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THEREFORE, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED as 

follows: 

FINDINGS 

1. This Court has jurisdiction over the subject matter of this case and over 

Defendant T ALX. 

2. Venue in this district is proper under 28 U.S.C. §§ 1391 (b) - (c), and 15 U.S.C. 

§ 53(b). 

3. The Complaint states claims upon which relief may be granted against Defendant 

under sections Sea), 13(b), and 16(a) of the Federal Trade Commission Act, 15 U.S.C. §§ 4S(a), 

S3(b), and S6(a); and under sections 607(d) and 621 of the Fair Credit Reporting Act, 15 U.S.C. 

§§ 1681e and 1681s. 

4. Defendant makes no admissions to, and denies, the allegations in the Complaint, 

other than the jurisdictional facts in paragraph 4 of the Complaint. 

5. Defendant waives: (a) all rights to seek appellate review or otherwise challenge 

or contest the validity of this Order; (b) any claim Defendant may have against the Commission, 

its employees, representatives, or agents that relate to the matter stated herein; (c) all claims 

under the Equal Access to Justice Act, 28 U.S.C. § 2412, as amended by Pub. L. 104-121, 110 

Stat. 847, 863-64 (1996); and (d) any rights to attorneys' fees that may arise under said provision 

of law. 

6. Entry of this Order is in the public interest. 

7. For the purpose of this Order: 

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a. "Defendant" shall mean T ALX, its subsidiaries and operating companies, 

and their successors and assigns, officers, agents, representatives, and 

employees. 

b. 	 The definitions set forth in the FCRA, 15 U.S.C. §§ 1681a, et seq., shall 

apply. 

c. 	 "Clear and prominent" shall mean that, in an electronic medium the 

disclosure shall be: (a) unavoidable; (b) ofa size and shade, and shall 

appear on the screen for a duration, sufficient for an ordinary consumer to 

read and comprehend it; (c) easily printable; and (d) presented on the 

principal screen or landing page where the disclosure is relevant. 

d. 	 "Employment history" and "Income history" are verifications of 

employment or income that are created by searching more than one 

employer-client file. 

ORDER 

I. CIVIL PENALTY 

IT IS ORDERED that Defendant shall pay to Plaintiff, pursuant to section 621(a) of the 

FCRA, 15 U.S.C. § 1681s(a), a civil penalty in the amount of three hundred and fifty thousand 

dollars ($350,000). 

A. Defendant shall make this payment within seven (7) business days of the date of 

service of this Order to the Treasurer of the United States by electronic fund transfer in 

accordance with instructions provided by the Office of Consumer Litigation, Civil Division, U.S. 

Department ofJustice, Washington, D.C. 20530, for appropriate disposition. 

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B. In the event of any defanlt in payment, which default continues for ten (10) days 

beyond the due date of payment, the entire unpaid penalty, together with interest, as computed 

pursuant to 28 U.S.C. § 1961 from the date of default to the date of payment, shall immediately 

become due and payable. 

C. This judgment represents a civil penalty owed to the United States Government 

and is not compensation for actual pecuniary loss, and, therefore, it is not subject to discharge 

under the Bankruptcy Code pursuant to II U.S.C. § 523(a)(7). Defendant agrees that the facts as 

alleged in the Complaint filed in this action shall be taken as true, without further proof, in any 

subsequent litigation filed by or on behalf of the Commission to collect any unpaid amount or 

otherwise enforce its rights pursuant to this Order. 

D. Proceedings initiated under this Part are in addition to, and not in lieu of, any 

other civil or criminal penalties that may be provided by law, including any other proceedings 

Plaintiff may initiate to enforce this Order. 

E. Defendant relinquishes all dominion, control, and title to the funds paid to the 

fullest extent permitted by law. Defendant shall make no claim to or demand return ofthe funds, 

directly or indirectly, through counselor otherwise. 

II. PROHIBITED BUSINESS. ACTIVITIES 

IT IS FURTHER ORDERED that Defendant, when operating as a consumer reporting 

agency as defined in section 603(f) of the FCRA, 15 U.S.C. § 168Ia(f), and all other persons or 

entities within the scope ofFed. R. Civ. P. 65, whether acting directly or through any sole 

proprietorship, partnership, limited liability company, corporation, subsidiary, branch, division, 

or other entity who receive actual notice of this Order by personal service or otherwise, are 

hereby permanently restrained and enjoined from: 

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A. Failing to provide the "User Notice" required by section 607( d) of the FCRA, 

IS U.S.C. § 168Ie(d), to all users of Defendant's employment history and income history reports 

and any other consumer reports. Provided, however, that Defendant may provide an electronic 

copy of this notice to a user if (i) in the ordinary course of business, the user obtains consumer 

report information from Defendant in electronic form, and (ii) the notice is clear and prominent. 

B. Failing to provide the "Fumisher Notice" required by section 607(d) of the 

. FCRA, IS U.S.C. § l68Ie(d), to all furnishers of consumer report information to Defendant. 

Provided, however, that Defendant may provide an electronic copy of this notice to a furnisher if 

(i) in the ordinary cours" of business, the furnisher provides consumer report information to 


Defendant in electronic form, and (ii) the notice is clear and prominent. 


III. COMPLIANCE MONITORING 

IT IS FURTHER ORDERED that, for the purpose of monitoring and investigating 


compliance with any provision of this Order: 


A. Within ten business (10) days of receipt of written notice from a representative of 

the Commission, Defendant shall submit additional written reports, which are true and accurate 

and sworn to under penalty of perjury; produce documents for inspection and copying; appear for 

deposition; and provide entry during normal business hours to any business location in 

Defendant's possession or direct or indirect control, to inspect the business operation; provided 

that, Defendant, after attempting to resolve a dispute without court action and for good cause 

shown may file a motion with this Court seeking an order including one or more of the 

protections set forth in Fed. R. Civ. P. 26(c). 

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B. In addition, the Commission is authorized to use all other lawful means, including 

but not limited to: 

1. 	 obtaining discovery from any person, without further leave of court, using 

the procedures prescribed by Fed. R. Civ. P. 30, 31, 33, 34, 36, 45, and 69; 

2. 	 posing as consumers and suppliers to Defendant, its employees, or any 

other entity managed or controlled in whole or in party by Defendant, 

without the necessity of identification or prior notice; and 

C. Defendant shall permit representatives of the Commission to interview any 

consultant, independent contractor, representative, agent, or employee who has agreed to such an 

interview, relating in any way to any conduct subject to this Order. The person interviewed may 

have counsel present. 

Provided that nothing in this Order shall limit the Commission's lawful use of compulsory 

process, pursuant to sections 9 and 20 of the FTC Act, 15 U.S.C. §§ 49, and 57b-l, to obtain any 

documentary material, tangible things, testimony, or information relevant to unfair or deceptive 

acts or practices in or affecting commerce (within the meaning of 15 U.S.C. § 45(a)(l» or to any 

violation of the FCRA. 

IV. COMPLIANCE REPORTING BY DEFENDANT 

IT IS FURTHER ORDERED that, in order that compliance with the provisions of this 

Order may be monitored: 

A. For a period of five (5) years from the date of service ofthis Order, Defendant shall 

notify the Commission of any changes in structure of Defendant or any other business entity that 

Defendant directly or indirectly controls, or has an ownership interest in, that may affect 

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compliance obligations arising under this Order, including but not limited to incorporation or 

other organization; a dissolution, assignment, sale, merger, or other action; the creation or 

dissolution of a subsidiary, parent, or affiliate that engages in any acts or practices subject to this 

Order; or a change in the business name or address, at least thirty (30) days prior to such change, 

provided that, with respect to any proposed change in the business entity about which Defendant 

learns less than thirty (30) days prior to the date such action is to take place, Defendant shall 

notify the Commission as soon as is practicable after obtaining such knowledge. 

B. One hundred eighty (180) days after the date of service ofthis Order and annually 

thereafter for a period of three (3) years, Defendant shall provide a written report to the 

Commission, which is true and accurate and sworn to under penalty of perjury, setting forth in 

detail the manner and form in which it has complied and is complying with this Order. 

C. For a period of five (5) years from the date of service of this Order, Defendant shall 

notify the Commission of the filing of a bankruptcy petition within fifteen (15) days of filing. 

D. For purposes ofthis Order, Defendant shall, unless otherwise directed by the 

Commission's authorized representatives, send by overnight courier all reports and notifications 

required by this Order to the Commission, to the following address: 

Associate Director, Division of Enforcement 


Bureau of Consumer Protection 


Federal Trade Commission 


Washington, D.C. 20580 


RE: FTC v. TALX, Inc. 


Provided that, in lieu of overnight courier, Defendant may send such reports or notifications by 

first-class mail, but only if the Defendant contemporaneously sends an electronic version of such 

reports or notifications to the Commission at: DEBrief@ftc.gov. 

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E. For purposes of the compliance reporting and monitoring required by this Order.if 

the undersigned counsel no longer represents Defendant, the Commission is authorized to 

communicate directly with the General Counsel of TALX. Provided, however, nothing in this 

provision shall limit the Commission's authority to pose as a consumer or supplier pursuant to 

Subsection B.2 of the section titled "Compliance Monitoring." 

V. RECORD KEEPING PROVISIONS 

IT IS FURTHER ORDERED that, for a period of six (6) years from the date of entry of 

this Order, Defendant and its agents, employees, officers, corporations, and those persons in 

active concert or participation with them who receive actual notice of this Order by personal 

service or otherwise, are hereby restrained and enjoined from failing to create and/or retain the 

following records: 

A. Files containing the names, addresses, telephone numbers, of all users and 

furnishers of consumer report information that received the section 607(d) User Notice and 

Furnisher Notice, and all materials considered by Defendant to demonstrate compliance with 

section 607(d) ofthe FCRA. 

B. Copies of all training materials that relate to Defendant's activities as alleged in 

the Complaint and Defendant's compliance with the provisions of this Order. 

C. All records and documents necessary to demonstrate full compliance with each 

provision ofthis Order, including but not limited to, copies of acknowledgments of receipt of this 

Order, required by the Sections titled "Distribution of Order" and "Acknowledgment of Receipt of 

Order." 

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VI. DISTRIBUTION OF ORDER BY DEFENDANT 


IT IS FURTHER ORDERED that, for a period of three (3) years from the date of service 

of this Order, Defendant shall deliver copies of this Order as directed below: 

A. Defendant must deliver a copy of this Order to (l) all of its principals, officers, 

directors, and managers; (2) all of its employees, agents, and representatives who engage in 

conduct related to the subject matter of this Order; and (3) any business entity resulting from any 

change in structure set forth in Subsection A of the Section titled "Compliance Reporting." For 

current personnel, delivery shall be within ten (l0) days of service of this order upon Defendant. 

For new personnel, delivery shall occur prior to them assuming their responsibilities. For any 

business entity resulting from any change in structure set forth in Subsection A of the Section 

titled "Compliance Reporting," delivery shall be at least ten (10) days prior to the change in 

structure. 

B. Defendant shall secure a signed and dated statement acknowledging receipt of this 

Order, within thirty (30) days of delivery, from all persons receiving a copy ofthe Order pursuant 

to this Section. 

VII. ACKNOWLEDGMENT OF RECEIPT OF ORDER 

IT IS FURTHER ORDERED that Defendant, within five (5) business days of receipt of 

this Order as entered by the Court, must submit to the Commission a truthful sworn statement 

acknowledging receipt of this Order. 

VIII. RETENTION OF JURISDICTION 

IT IS FURTHER ORDERED that this Court shall retain jurisdiction of this matter for 

purposes of construction, modification, and enforcement ofthis Order. 

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IX. COSTS AND ATTORNEYS' FEES 


IT IS FURTHER ORDERED that each party shall bear its own costs and attorneys' fees 

incurred in connection with this action. 

The parties hereby stipulate to the entry of the foregoing Order, which shall constitute a 

final Order in this action. 

IT IS SO ORDERED: 

Dated this ___day _______,2009 

UNITED STATES DISTRICT JUDGE 

The parties, by their respective counsel, hereby consent to the terms and conditions ofthe 

Stipulated Order as set forth above and consent to the entry thereof. 

FOR THE PLAINTIFF 


UNITED STATES OF AMERICA: 


TONY WEST 

Assistant Attorney General 

Civil Division 

United States Department of Justice 

MICHAEL W. REAP 

Acting United States Attorney 

Eastern Distric of M' ssouri 

Assistant 'ed States Attorney 

Thomas F. Eagleton U.S. Courthouse 

111 South 10'h Street 

St. Louis, MO 63102 

Tel: (314) 539-2200 

Fax: (314) 539-2777 

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EUGENE M. THIROLF 

Director 

Office of Consumer Litigation 

KENNETH L. JOST 

Deputy Director 

Office of Consumer Litigation 

PS 

Tri I Attorney 

Office of Consumer Litigation 

U.S. Department ofJustice 

P.O. Box 386 

Washington, D.C. 20044 

Tel: (202) 307-6154 

Fax: (202) 514-8742 

Alan.Phelps@usdoj.gov 

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FOR THE FEDERAL TRADE COMMISSION: 


" WINSTON 

ciate Director 

DiVIsion ofP ivacy and Identity Protection 

REBECCA E. KUEHN 

Assistant Director 

Divi ion ofPrivacy and Identity, Protection 

KATHERINE ARMSTRONG 

Attorney 

KATE WHITE 

Attorney 

Division of Privacy and Identity Protection 

Federal Trade Commission 

601 New Jersey Avenue, NW 

Suite NJ- 3158 

Washington D.C. 20001 

Tel: (202) 326-2252 

Fax: (202) 326-3768 

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Director, Vice President, and General Counsel 


TALX Corporation 


Tel: (404) 885-8002 


CONSTANCE K. ROBINSON 


Attorney 


Kilpatrick Stockton LLP 


607 14th St, NW 


Washington, D.C. 20005-5858 


Counsel for Defendant 


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