ex103.htm


    
      
        
          
            EXHIBIT
10.03

          

          
            Master
Service Agreement with Laboratory Corporation of America
Holdings

          

          
            


          

          
            MASTER
SERVICES AGREEMENT

          

          
            
              AGREEMENT
MADE THIS  22   day
of  January   ,
2004 by and between Workplace Screening Services of  Houston.
TX  , an   LLC      corporation
(“CLIENT”) and Laboratory Corporation of America Holdings and its
subsidiaries (“COMPANY”).

            

            
              


            

            
              WHEREAS,
COMPANY is engaged in the business of providing a variety of occupational
services as more specifically described in Exhibit A (“Services”);
and

            

            
              


            

            
              WHEREAS,
CLIENT desires to contract with COMPANY to provide the Services; and FT IS
THEREFORE AGREED AS FOLLOWS:

            

            
              


            

            
              1. TERM

            

            
              This
Agreement shall become effective  February 1 , 2004 and shall
continue in effect until terminated by either party. This Agreement shall
have an initial term of one (1) year (“Initial Term”) and shall be automatically
renewed subject to price changes for additional period of one (1) year (“Renewal
Term”) at the end of the Initial Term or any Renewal Term, unless previously
terminated by either party. This Agreement may also be immediately terminated by
either party if the other party breaches or fails to perform any of its
obligations in any material respect, attempts to assign its rights under this
Agreement or if the other party becomes insolvent or proceedings are instituted
by or against it under any provision of any federal or state bankruptcy or
insolvency laws.

            

            
              


            

            
              This
Agreement may be terminated by either party, with or without cause, at any time,
by giving the other party a thirty (30) day prior written
notice.

            

            
              


            

            
              2. SERVICES

            

            
              COMPANY
shall perform or arrange for the Services as set forth in Exhibit A. CLIENT
acknowledges and agrees that the Services provided for under this Agreement
shall be for COMPANY'S occupational testing services only and shall not include
any clinical laboratory testing services which are specifically excluded from
this Agreement. Services shall be provided utilizing applicable federal, state
and/or COMPANY'S standard testing guidelines and procedures.

            

            
              


            

            
              3. ON-SITE
TESTING PRODUCTS

            

            
              As
requested by CLIENT from time to time for its on-site drug screening programs,
COMPANY will provide the products and Services shown in Exhibit A, including the
Point of Collection Testing (“POCT Products”) manufactured by third party
companies.

            

            
              


            

            
              CLIENT
acknowledges and understands that the group of POCT Products available under
this Agreement may not be approved for use in certain state or federally
regulated workplace programs. In all cases of CLIENT'S on-site testing, it shall
be the sole responsibility of CLIENT to ensure that the POCT Products are used
in accordance with all applicable state and federal laws and regulations. CLIENT
warrants and represents that its use of POCT Products shall be solely for
forensic/workplace purposes only. In addition, the POCT Products used for the
screening test and any confirmation tests performed on presumptive positive
screens are not intended for diagnostic purposes. CLIENT shall ensure that all
its facilities performing on-site testing with the POCT Products have and
maintain all appropriate and required licenses. Furthermore, once purchased by
CLIENT, POCT Products are not returnable.

            

            
              


            

            
              CLIENT
ACKNOWLEDGES THAT THE ONLY WARRANTY PROVIDED FOR THE POCT PRODUCTS ARE THOSE
PROVIDED BY THE MANUFACTURER AND THE POCT PRODUCTS ARE PROVIDED “AS IS”. NO
WARRANTIES ARE MADE BY COMPANY WITH RESPECT TO SUCH POCT
PRODUCTS.

            

            
              


            

            
              CLIENT
RECOGNIZES THAT COMPANY SHALL HAVE NO LIABILITY FOR THE PERFORMANCE OR DAMAGE OR
INJURY CAUSED BY THE USE OF SUCH POCT PRODUCTS.

            

            
              


            

            
              13. WARRANTY

            

            
              
                	
                        (A)  
      

                      	
                        CLIENT
      WARRANTS TO COMPANY THAT NEITHER CLIENT NOR TO THE BEST OF ITS KNOWLEDGE
      ANY OF ITS EMPLOYEES OR OWNERS HAVE BEEN DEBARRED, SUSPENDED, DECLARED
      INELIGIBLE, OR EXCLUDED FROM ANY GOVERNMENTAL PROGRAM. COMPANY WARRANTS TO
      CLIENT THAT ALL LABORATORY SERVICES THAT IT PROVIDES DIRECTLY HEREUNDER
      SHALL BE PERFORMED IN ACCORDANCE WITH ESTABLISHED AND RECOGNIZED
      ANALYTICAL LABORATORY TESTING PROCEDURES WHERE APPLICABLE, AND WITH
      REASONABLE CARE IN ACCORDANCE WTTH APPLICABLE FEDERAL, STATE, AND LOCAL
      LAWS. NO OTHER WARRANTIES ARE MADE BY
COMPANY.

                      


              

            

            
              


            

            
              
                	
                        (B)  
      

                      	
                        IN
      NO EVENT SHALL COMPANY BE RESPONSIBLE FOR ANY PUNITIVE DAMAGES OR ANY
      CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR SPECIAL DAMAGES (INCLUDING LOST
      PROFITS OR REVENUE) OF CLIENT OR ANY THIRD
  PARTY.

                      


              

            

            
              


            

            
              
                	
                        (C)  
      

                      	
                        CLIENT
      FURTHER WARRANTS AND REPRESENTS THAT IT WILL NOT BILL OR SEEK COMPENSATION
      FROM MEDICARE, MEDICAID OR ANY OTHER GOVERNMENT PAYOR FOR THE SERVICES
      PROVIDED HEREIN. CLIENT WARRANTS AND REPRESENTS THAT ITS CUSTOMERS
      UTILIZING SERVICES UNDER THIS AGREEMENT ARE ALL ENTITIES WHO SHALL PAY
      CLIENT DIRECTLY FOR THE SERVICES PROVIDED HEREIN WITH THEIR OWN
      FUNDS.

                      


              

            

            
              


            

            
              14. INDEMNIFICATION

            

            
              COMPANY
agrees to defend, indemnify, and hold CLIENT, its parent, subsidiaries,
affiliated and related companies, directors, officers, employees, and agents
wholly harmless from and against all third party claims, losses, lawsuits,
settlements, demands, causes, judgments, expenses, and costs (including
reasonable attorney fees) arising under or in connection with this Agreement to
the extent that such costs and liabilities are proximately caused by the
negligence or willful misconduct of COMPANY in directly performing services
hereunder.

            

            
              


            

            
              CLIENT
agrees to defend, indemnify, and hold COMPANY, its parent, subsidiaries,
affiliated and related companies, directors, officers, employees, and agents,
wholly harmless from and against all third party claims, losses, lawsuits,
settlements, demands, causes, judgments, expenses, and costs (including
reasonable attorney fees) arising under or in connection with this Agreement to
the extent that such costs and liabilities are proximately caused by the
negligence or willful misconduct of CLIENT or any violation of applicable laws
and regulations.

            

            
              


            

            
              15. CONFIDENTIAL
INDIVIDUAL INFORMATION

            

            
              To the
extent consistent with 5 U.S.C. 552a(m) and 48 C.F.R. 24.101-24.104 and other
applicable laws and regulations, the parties shall comply with the Privacy Act,
5 U.S.C. 552a and patient access and confidentiality provisions of Section 503
of Pub.L 100-71. Individual records shall be maintained and used with the
highest regard for privacy, and to the extent applicable as provided in 10
C.F.R. 26.29.

            

            
              


            

            
              16. BENEFIT

            

            
              This
Agreement is intended to inure only to the benefit of COMPANY and CLIENT. This
Agreement is not intended to create, nor shall be deemed or construed to create,
any rights in any third parties.

            

            
              


            

            
              17. NONDISCRIMINATION

            

            
              All
services provided by COMPANY hereunder shall be in compliance with all
applicable Federal and State laws prohibiting discrimination on the basis of
race, color, religion, sex, national origin, disability or veteran
status.

            

            
              


            

            
              18. ENFORCEABILTTY/SEVERANCE
CLAUSE

            

            
              The
invalidity or unenforceability of any terms or provisions hereto in any
jurisdiction shall in no way affect the validity or enforceability of any of the
other terms or provisions in that jurisdiction, or of the entire Agreement in
any other jurisdiction.

            

            
              


            

            
              19. INTEGRATION

            

            
              This
instrument is intended by the parties as a final expression of their agreement
regarding the Services herein and as a complete statement of the terms thereof,
and shall supersede all previous understandings and agreements regarding the
subject matter herein. The parties shall not be bound by any representation,
promise, or inducement made by either party or agent of either party that is not
set forth in this Agreement. If the terms or conditions contained in any exhibit
or attachment to this Agreement or any document incorporated by reference is in
conflict with the terms and conditions set forth in the body of this Agreement,
the terms and conditions in this Agreement shall control. Any applicable
provisions required by federal, state, or local law are hereby incorporated by
reference.

            

            
              


            

            
              20. MODIFICATION

            

            
              This
Agreement may not be modified except in a writing signed by authorized
representatives of both parties. Any purchase order or other document issued by
CLIENT with respect to the subject matter of this Agreement shall be subject to
and governed by the terms and conditions hereof, and the terms and conditions of
this Agreement shall supersede any conflicting, different, or additional terms
and conditions of such purchase order or other document.

            

            
              


            

            
              IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed in their
names as their official acts by their respective representative, each of whom is
duly authorized to execute the same.

            

          

           

           

          
            
              Workplace
Screening Services

            

            
              


            

            
              By:                                                     

            

            
                    President

            

            
               

               

              
 

            

            
              Laboratory
Corporation of America

            

            
              


            

            
              By:                                                     

            

            
              Title:                                                     

            

            
              Date: